8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2015 (June 22, 2015)

New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36499	80-0912734
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1345 Avenue of the Americas New York, New York	10105
(Address of principal executive offices)	(Zip code)

212-479-3140

(Registrant’s telephone number, including area code)

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01. Entry into a Material Definitive Agreement.

On June 22, 2015, New Senior Investment Group Inc. (“New Senior”), through a wholly owned subsidiary (collectively, the “Purchaser”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”), by and among the Purchaser and the Sellers named therein (collectively, the “Seller”). Each Seller is an affiliate of Holiday Acquisition Holdings LLC (“Holiday”). Holiday is majority-owned by private equity funds managed by an affiliate of Fortress Investment Group LLC (“Fortress”). New Senior is externally managed by an affiliate of Fortress. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Purchaser will acquire independent senior living housing properties (the “Facilities” or the “Timber Portfolio”) from the Seller, either directly or by acquisition of the special purpose entity that owns the applicable Facility, for approximately $640 million in cash, subject to certain adjustments and customary prorations (the “Acquisition”). Upon execution of the Purchase Agreement, Purchaser made an earnest money deposit equal to $5 million. New Senior expects to fund the purchase price with a combination of cash on hand and debt and equity financings.

The Timber Portfolio includes 28 properties and 3,298 units located across 21 states, including five states in which New Senior does not currently own any properties (Arizona, South Dakota, South Carolina, Hawaii and Indiana). Following the completion of the Acquisition, New Senior’s portfolio will span 37 states. The Timber Portfolio had an average occupancy rate of 88% for May 2015, compared to the occupancy rate of New Senior’s existing managed portfolio of approximately 84%. Holiday currently operates the Timber Portfolio, and as a condition precedent to closing of the Acquisition, New Senior will enter into a management agreement with Holiday for Holiday to continue to operate the Timber Portfolio following the closing of the Acquisition.

The Purchase Agreement provides, among other things, for the closing of the Acquisition (the “Closing”) to occur on July 30, 2015, subject to Purchaser’s right to extend the closing date to a date not later than August 15, 2015 and, upon the payment of an additional earnest money deposit, again to a date not later than September 15, 2015. In addition to the foregoing, Seller has the right to adjourn the closing for a period of not more than 30 days, in the aggregate, as necessary in order to remove title defects or satisfy any closing conditions. Purchaser’s obligation to consummate the transactions contemplated by the Purchase Agreement is subject to the satisfaction of certain customary conditions precedent. If any such condition precedent has not been satisfied on or before the applicable closing date, Purchaser may, at its option, either waive such condition and proceed to close the Acquisition or terminate the Purchase Agreement and receive a return of its earnest money deposit.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.

The Company is also providing certain financial information with respect to the proposed Acquisition. Specifically, this Current Report on Form 8-K provides: (1) the Company’s unaudited pro forma combined financial information relating to the proposed Acquisition and other transactions described therein, attached hereto as Exhibit 99.1 and (2) the Combined Statement of Revenues and Certain Operating Expenses of The Timber Portfolio for the three months ended March 31, 2015 (unaudited) and for the year ended December 31, 2014, attached hereto as Exhibit 99.2. The information in Exhibit 99.2 was provided by Holiday. The information in Exhibits 99.1 and 99.2 is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On June 22, 2015, New Senior issued a press release announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The information furnished pursuant to this Item 7.01 (including Exhibit 99.3 hereto) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

New Senior is also filing this Current Report on Form 8-K as a result of the adoption of a new accounting standard, described in more detail below. The financial and other information in New Senior’s Annual Report on Form 10-K for the year ended December 31, 2014 (“2014 Form 10-K”) that is affected by the adoption of the new accounting standard has been revised, and such revised information is incorporated herein by reference.

All other information in New Senior’s 2014 Form 10-K has not been updated for events or developments that occurred subsequent to its filing with the U.S. Securities and Exchange Commission on February 26, 2015. For developments since the filing of the 2014 Form 10-K, please refer to New Senior’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, filed on May 8, 2015 and New Senior’s other Current Reports on Form 8-K filed since February 26, 2015.

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Change in Accounting Principle

New Senior is filing this Current Report on Form 8-K to also disclose the retrospective impact of the early adoption of the Financial Accounting Standard Board’s amended accounting standard Simplifying the Presentation of Debt Issuance Costs (Accounting Standards Update No. 2015-03) on its historical financial statements included in New Senior’s 2014 Form 10-K. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.

Forward-Looking Statements

Certain items in this Form 8-K (and the exhibits hereto) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, New Senior’s expectations with respect to the completion of the Acquisition, including in respect of the satisfaction of the closing conditions contained in the Purchase Agreement; the source of funds used to fund the purchase price for the Acquisition; and the entry by New Senior into management agreements with Holiday relating to the Facilities, which remains subject to the approval of New Senior’s Board of Directors and the completion of the Acquisition. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. New Senior can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Form 8-K (and the exhibits hereto). New risks and uncertainties emerge from time to time, and it is not possible for New Senior to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Form 8-K. New Senior expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in New Senior’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The Combined Statements of Revenues and Certain Operating Expenses of the Timber Portfolio for the three months ended March 31, 2015 (unaudited) and the year ended December 31, 2014 are hereby incorporated by reference to Exhibit 99.2 hereto. The Timber Portfolio will be acquired from unrelated parties. The Company is not aware, after reasonable inquiry, of any material factors relating to the operations of the Timber Portfolio, other than as disclosed herein, that would cause the reported historical financial information not to be necessarily indicative of future operating results. Material factors considered by the Company relating to the operations of the properties in assessing the acquisition of the Timber Portfolio include the number of units, occupancy rates, the geographical locations and the rent revenue as described elsewhere in this Current Report on Form 8-K.

(b) Pro Forma Financial Information

The unaudited pro forma combined financial information as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014 of New Senior and the notes thereto are hereby incorporated by reference to Exhibit 99.1 hereto and the related notes thereto.

(d) Exhibits

Exhibit Number	Description
2.1	Purchase and Sale Agreement, dated as of June 22, 2015, by and among the purchaser named therein and the sellers named therein.**
99.1	Unaudited pro forma combined financial information as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014 of New Senior, and the related notes thereto.
99.2	Combined Statement of Revenues and Certain Operating Expenses of The Timber Portfolio for the three months ended March 31, 2015 (unaudited) and the year ended December 31, 2014.
99.3	Press Release announcing the Acquisition.
99.4	Revised Financial Information and Disclosures from New Senior Investment Group Inc.’s Annual Report on Form 10-K for the Year Ended December 31, 2014.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

** The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEW SENIOR INVESTMENT GROUP INC.
Date: June 22, 2015	By:	/s/ Justine A. Cheng
	Name:	Justine A. Cheng
	Title:	Chief Financial Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Purchase and Sale Agreement, dated as of June 22, 2015, by and among the purchaser named therein and the sellers named therein.**
99.1	Unaudited pro forma combined financial information as of and for the three months ended March 31, 2015 and for the year ended December 31, 2014 of New Senior, and the related notes thereto.
99.2	Combined Statement of Revenues and Certain Operating Expenses of The Timber Portfolio for the three months ended March 31, 2015 (unaudited) and the year ended December 31, 2014.
99.3	Press Release announcing the Acquisition.
99.4	Revised Financial Information and Disclosures from New Senior Investment Group Inc.‘s Annual Report on Form 10-K for the Year Ended December 31, 2014.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.

* XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

** The schedules to the Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the SEC upon request.

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EX-2.1

Exhibit 2.1

PURCHASE AND SALE AGREEMENT

BETWEEN

EACH PARTY LISTED AS A “SELLER” ON SCHEDULE I

AS SELLER

AND

NIC ACQUISITIONS LLC

AS PURCHASER

June 22, 2015

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS		1
ARTICLE II PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT		1
2.1	Purchase and Sale	1
2.2	Purchase Price and Deposit	2
2.3	Escrow Provisions Regarding Deposit	2
ARTICLE III PURCHASER DILIGENCE		3
3.1	Data Site	3
3.2	Property Contracts	3
ARTICLE IV TITLE		4
4.1	Title Documents	4
4.2	Survey	4
4.3	Permitted Exceptions	4
4.4	Existing Mortgages & Liens/Security Instruments	4
4.5	Subsequently Disclosed Exceptions	5
ARTICLE V CLOSING		6
5.1	Closing Date	6
5.2	Seller Closing Deliveries	7
5.3	Purchaser Closing Deliveries	8
5.4	Closing Prorations and Adjustments	9
5.5	Post-Closing Adjustments	12
5.6	Withholding Rights	12
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER		13
6.1	Seller’s Representations	13
6.2	AS-IS	19
6.3	Representations and Warranties of Purchaser	20
ARTICLE VII ADDITIONAL COVENANTS OF SELLER AND PURCHASER		22
7.1	Interim Operating Covenants	22
7.2	Liens	22
7.3	Transactions	22
7.4	Notice of Breach	22
ARTICLE VIII CONDITIONS PRECEDENT TO CLOSING		22
8.1	Purchaser’s Conditions to Closing	22
8.2	Seller’s Conditions to Closing	24
ARTICLE IX TERMINATION AND ABANDONMENT		25
9.1	Termination of this Agreement	25
9.2	Procedure Upon Termination	25
ARTICLE X DEFAULTS AND REMEDIES		25
10.1	Purchaser Default	25
10.2	Seller Default	26
ARTICLE XI RISK OF LOSS OR CASUALTY		27
11.1	Closing	27
11.2	Repairs	27
ARTICLE XII EMINENT DOMAIN		27

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ARTICLE XIII INDEMNIFICATION & SURVIVAL PROVISIONS		28
13.1	Effective Date; Survival	28
13.2	Indemnification by Seller	28
13.3	Indemnification by Purchaser	28
13.4	Limitations on Indemnification	29
13.5	Indemnification Procedures	30
13.6	Tax Treatment	32
13.7	Exclusive Remedy	32
13.8	Manner of Payment	32
13.9	REIT Savings Clause	32
13.10	Brokerage	33
ARTICLE XIV MISCELLANEOUS		33
14.1	Binding Effect of Agreement	33
14.2	Exhibits; Schedules	33
14.3	Assignability	33
14.4	Captions	34
14.5	Number and Gender of Words	34
14.6	Notices	34
14.7	Governing Law and Venue	35
14.8	Entire Agreement	36
14.9	Amendments	36
14.10	Severability	36
14.11	Multiple Counterparts/Facsimile Signatures	36
14.12	Construction	36
14.13	Confidentiality/Press Releases.	36
14.14	Time of the Essence	37
14.15	Waiver	37
14.16	Time Periods	37
14.17	No Personal Liability of Officers, Trustees or Directors	37
14.18	No Recording	38
14.19	Relationship of Parties	38
14.20	Non-Solicitation	38
14.21	Survival	38
14.22	Multiple Purchasers	38
14.23	Multiple Sellers/Purchasers	38
14.24	Seller Guarantor	38
14.25	Post-Closing Cooperation	40
14.26	Further Assurances	40
14.27	Bulk Sales Laws	41
14.28	WAIVER OF JURY TRIAL	41

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EXHIBITS AND SCHEDULES

EXHIBITS

Exhibit A	Legal Description
Exhibit B	Form of Escrow Agreement
Exhibit C	Form of Bill of Sale
Exhibit D	Form of General Assignment and Assumption
Exhibit E	Form of Assignment and Assumption of Resident Agreements
Exhibit F	Form of Bring Down Certificate
Exhibit G	Form of Certification of Non-Foreign Status
Exhibit H	Form of Resident Notification
Exhibit I	Property Contracts List
Exhibit J	Form of Management Agreement
Exhibit K	Assigned Contracts
Exhibit L	Third Party Reports
Exhibit M	Property Questionnaire
Exhibit N	Form of Facility Owner Interest Assignment

SCHEDULES

Schedule I	Sellers; Facility Names; Facility Owners and Locations
Schedule 5.4.4	CapEx Difference Multiple
Schedule 6.1.3	Condemnation; Proceedings
Schedule 6.1.4	Assigned Contract Defaults
Schedule 6.1.7	Notices from Governmental Agencies
Schedule 6.1.11	Required Consents
Schedule 6.1.13	Permits
Schedule 6.1.15	Property Statements
Schedule 6.1.22	Environmental Matters
Schedule 6.1.23	Facility Owner Organizational Structure
Schedule 6.1.26	Orders, Decrees and Judgments Pending Against Facility Owners

ANNEXES

Annex 1 Defined Terms

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 22nd day of June, 2015 (the “Effective Date”), by and among each party listed as a “Property Seller” on Schedule I-A attached hereto and made a part hereof, and each party listed as an “Entity Seller” on Schedule I-B attached hereto and made a part hereof, each having a principal address at c/o 5885 Meadows Road, Suite 500, Lake Oswego, Oregon 97035 (each Property Seller and each Entity Seller, individually or collectively, as the context requires, “Seller”), and NIC Acquisitions LLC, a Delaware limited liability company (“Purchaser”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Seller and Purchaser hereby agree as follows:

RECITALS

Each Property Seller owns the real property identified on Schedule I-A, as more particularly described in Exhibit A-1 attached hereto and made a part hereof, together with the Facilities (as hereinafter defined) located thereon and identified on Schedule I-A (the Land and Improvements described on Schedule I-A, the “Acquired Real Property”). Each Entity Seller owns all of the limited partnership or limited liability company interests in each of the entities listed on Schedule I-B (each, a “Facility Owner” and such interests, the “Facility Owner Interests”), and each Facility Owner is the owner of the real property identified on Schedule I-B, as more particularly described in Exhibit A-2 attached hereto and made a part hereof, together with the Facilities (as hereinafter defined) located thereon and identified on Schedule I-B. Seller desires to sell, and Purchaser desires to purchase, the Acquired Real Property and the Facility Owner Interests on the terms and conditions set forth below. At Seller’s sole election exercisable by delivery of written notice to Purchaser not less than ten (10) days prior to the Closing Date, Seller may elect to modify this Agreement to cause any Facility Owner to become a Property Seller or any Property Seller to become a Facility Owner, and in such event (i) Seller and Purchaser shall make the necessary changes to this Agreement to reflect such modification and (ii) Purchaser shall cause the applicable Facility Owner to join as a party to this Agreement.

ARTICLE I

DEFINED TERMS

Unless otherwise defined herein, any term with its initial letter capitalized in this Agreement shall have the meaning set forth in Annex 1 attached hereto and made a part hereof.

ARTICLE II

PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1 Purchase and Sale. Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Agreement. Purchaser agrees that Seller, the Manager or their respective Affiliates are the sole owners of all right, title and interest in and to the Seller Marks

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(or have the right to use such Seller Marks pursuant to license agreements with third parties), that the Property shall not include the Seller Marks and that no right, title or interest in or to the Seller Marks is granted, transferred, assigned or conveyed as a result of this Agreement. Purchaser further agrees that Purchaser will not use the Seller Marks for any purpose. Notwithstanding anything to the contrary contained herein, Seller shall not sell, assign, transfer, convey or deliver to Purchaser, and Purchaser shall not purchase, and the Property shall not include, any of the Sellers’ right, title and interest in the Excluded Assets.

2.2 Purchase Price and Deposit. The total purchase price (“Purchase Price”) for the Property shall be an amount equal to Six Hundred Forty Million and 00/100 Dollars ($640,000,000.00), payable by Purchaser, as follows:

2.2.1. At or prior to the execution of this Agreement, and as a condition to the effectiveness and enforceability of this Agreement, Purchaser shall deliver to First American Title Insurance Company (“Escrow Agent” or “Title Company”) a deposit in the amount of Five Million and 00/100 Dollars ($5,000,000.00) (together with all interest and income accrued thereon, the “Initial Deposit” and, together with the Additional Deposit, the “Deposit”) by wire transfer of immediately available funds.

2.2.2 The balance of the Purchase Price, subject to adjustments required by this Agreement, shall be paid to and received by Escrow Agent by wire transfer of immediately available funds no later than 1:00 p.m., Central Time, on the Closing Date.

2.2.3 Each of Seller and Purchaser agrees that the allocation of the Purchase Price between and among the items comprising the Property will be the amounts set forth in the allocation statement jointly prepared and mutually and reasonably agreed upon by Seller and Purchaser as soon as practicable following the Effective Date (the “Allocation Statement,” and that portion of the Purchase Price allocated to each Facility, the “Allocated Purchase Price” for such Facility), which Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the treasury regulations thereunder. Neither Seller nor Purchaser shall take a position in any tax return, examination, or administrative or judicial proceeding relating to any tax return that is inconsistent with the Allocation Statement unless required by applicable law or pursuant to a good faith resolution of a tax contest.

2.2.4 All currency amounts set forth in this Agreement are expressed in United States Dollars.

2.2.5 The provisions of this Section 2.2 shall survive the Closing.

2.3 Escrow Provisions Regarding Deposit.

2.3.1 The Deposit shall be held and applied by Escrow Agent in accordance with the Escrow Agreement among Escrow Agent, Seller and Purchaser being executed on the Effective Date in the form of Exhibit B (the “Escrow Agreement”).

2.3.2 The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

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2.3.3 The parties shall deliver to Escrow Agent an executed copy of this Agreement.

ARTICLE III

PURCHASER DILIGENCE

3.1 Data Site.

3.1.1 Purchaser agrees and acknowledges that (i) prior to the Effective Date, Seller has granted Purchaser and its representatives access to the Data Site, and Seller has afforded Purchaser and each of its agents and representatives an opportunity to review the Property, including the Facility Ownership Interests and each of the Facilities and the documentation, contracts, agreements, reports, third party deliveries, financials and other information related thereto provided on the Data Site (collectively, the “Materials”), (ii) Purchaser has reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Land and Improvements), reports, investigations and inspections as it deems appropriate in connection with its purchase of the Property and (iii) Purchaser has completed such review, and all of its diligence with respect to the Property, to its satisfaction. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Purchaser shall acquire, at the Closing, the Property, subject to the risk that Purchaser has failed to completely and adequately review and consider any or all of the Materials, any physical and/or other inspections of the Property and/or any other information.

3.1.2 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Seller makes no representations or warranties with respect to the Property (or any portion thereof), the operation, management and/or leasing of the Property, or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any of the foregoing, or any other Person) with respect to the Property (or any portion thereof) or the business of Seller, whether included as part of the Materials or any other information disclosed to the Purchaser or otherwise, and all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, all Materials are and were provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials, and will instead in all instances rely exclusively on its own inspections, consultants and advisors with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property.

3.2 Property Contracts. Purchaser shall pay all fees, charges and related costs in connection with the assignment of any Assigned Contract to Purchaser and any other Property Contract of any Facility Owner. Notwithstanding anything to the contrary contained in this Agreement, no Property Seller shall have the obligation to assign to Purchaser any Property Contract of such Property Seller if Seller and Purchaser have been unable to obtain any consent to such assignment required by the terms of such Property Contract and, in such case of the failure to obtain any such required consent to assign such Property Contract, the parties shall consummate the Transactions by excluding such Property Contract from the Assigned Contracts without any reduction in the Purchase Price.

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ARTICLE IV

TITLE

4.1 Title Documents. Prior to the Effective Date, Seller has caused to be delivered to Purchaser, with respect to each Facility, a standard form commitment or preliminary title report (each, a “Title Commitment”) to provide a Title Policy with respect to such Facility, together with copies of all instruments identified as exceptions therein (together with each Title Commitment, collectively, the “Title Documents”).

4.2 Survey. Prior to the Effective Date, Seller has delivered to Purchaser the most current existing survey in Seller’s possession with respect to the Land and Improvements for each of the Facilities (each, an “Existing Survey”). Purchaser may, at its sole cost and expense, order a new or updated survey either before or after the Effective Date (each such new or updated survey for any Facility, together with any Existing Survey for such Facility, is referred to herein as the “Survey”).

4.3 Permitted Exceptions. Each of the Facilities and the related Land and Improvements owned by a Property Seller or Facility Owner shall be subject to the following, all of which shall be deemed “Permitted Exceptions” with respect to such Facility and such related Property:

4.3.1 All matters shown in the applicable Title Documents and the applicable Surveys, other than (a) any New Exception to which Purchaser has timely objected in accordance with Section 4.5, (b) mortgages, judgment liens, tax liens (except for the lien of real estate taxes not yet due and payable as of the Closing Date), broker’s liens, any mechanic’s, materialmen’s or any other monetary liens, in each case to the extent not caused by Purchaser, any of Purchaser’s Affiliates or Purchaser’s agents, representatives, consultants and/or contractors (collectively, “Purchaser’s Consultants”), or (c) the standard preprinted exceptions including rights of parties in possession (other than exceptions limited to those parties in possession pursuant to the Resident Agreements and the Commercial Leases) and taxes and assessments (other than exceptions limited to taxes and assessments not yet due and payable as of the Closing Date);

4.3.2 All Resident Agreements and all Commercial Leases;

4.3.3 Any occupancy arrangement pursuant to the Travel Program;

4.3.4 Applicable zoning and governmental regulations and ordinances; and

4.3.5 Any matters, defects in or objections to title to Land and Improvements, or title exceptions or encumbrances, arising by, through, under, on behalf of or due to the fault of Purchaser, Affiliates of Purchaser or Purchaser’s Consultants.

4.4 Existing Mortgages & Liens/Security Instruments. It is understood and agreed that any deed of trust and/or mortgage recorded against the Land and Improvements or any portion thereof, or any Lien against the Facility Owner Interests, which secures any indebtedness

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for borrowed money and/or any related security agreement or instrument with respect to such indebtedness in favor of Seller or any Facility Owner (each, a “Secured Lien”) shall not be deemed a Permitted Exception, and shall be paid off, satisfied, discharged and/or cured either prior to Closing or from proceeds of the Purchase Price at Closing. In addition, Seller shall cause any matter described in clause (b) of Section 4.3.1 (excluding Secured Liens, which are addressed in the preceding sentence) to be Removed at or prior to Closing; provided, however, that if the aggregate liability (or potential liability) with respect to any matter(s) described in Section 4.3.1(b) with respect to all of the Facilities (excluding Mortgages) and the Property shall exceed one and one-half percent (1.5%) of the Purchase Price (the “Removal Cap Amount”, and any such matters giving rise to such excess amounts, the “Removal Cap Matters”), in the aggregate, Seller shall have no obligation under this Agreement with respect to any amount in excess of the Removal Cap Amount and/or the Removal Cap Matters and may refuse to Remove the Removal Cap Matters (but shall be obligated to Remove whatever matter or matters can be removed by payment of up to the Removal Cap Amount). If Seller does not Remove all matter(s) described in Section 4.3.1(b) in reliance of the terms of this Section 4.4 at or prior to the Closing, Purchaser may, as its exclusive remedy elect by delivery of written notice to Seller to either (i) terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser, or (ii) accept all Removal Cap Matters as Permitted Exceptions and proceed with the Transactions without a reduction in the Purchase Price. The failure of Purchaser to make any such election within five (5) days after receipt of written notice of Seller’s election not to Remove all Removal Cap Matters shall be deemed an election by Purchaser of clause (ii) above.

4.5 Subsequently Disclosed Exceptions. Purchaser may order any updates, continuations of, and supplements to, any of the Title Commitments or Existing Surveys (each, a “Title Update”) at Purchaser’s sole cost and expense. Purchaser shall instruct the Title Company and any surveyor to simultaneously deliver directly to Purchaser and Seller (and their respective counsel referenced in Section 14.6 of this Agreement) copies of each Title Update (including tax and departmental searches) ordered by Purchaser or otherwise issued by the Title Company or any surveyor, and copies of all underlying documentation referenced as an exception as soon as available. If, at any time after the Effective Date but prior to the Closing, any Title Update discloses any additional item(s) (i) not caused by or the result of any act or omission or fault of Purchaser, Purchaser’s Affiliate(s) or any Purchaser Consultant, (ii) that individually or in the aggregate with any other items first reflected on any Title Update that satisfies clauses (i), (ii) and (iii) of this Section 4.5, would have, or would reasonably be expected to have, a material adverse effect on the current use or value of a Facility and (iii) which are not disclosed on any version of, or update to, any of the prior Title Commitments delivered to Purchaser prior to the Effective Date (each, a “New Exception”), Purchaser shall notify Seller in writing of Purchaser’s approval or disapproval of such New Exception not later than the date that is the earlier of (i) three (3) Business Days after the date of its receipt of such Title Update and (ii) the Closing Date (the “New Exception Review Period Expiration Date”). If Purchaser fails to deliver written notice of its approval or disapproval of any New Exception prior to the New Exception Review Period Expiration Date (but in any event prior to Closing), such New Exception shall be deemed to be a Permitted Exception. If Purchaser disapproves of the New Exception prior to the New Exception Review Period Expiration Date, Seller may, in Seller’s sole discretion, notify Purchaser as to whether it is willing to attempt to Remove the New Exception (and Seller shall have the right to adjourn the Closing Date for a period of up to five (5) days in order to make such election). If Seller elects to attempt to Remove the New

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Exception, Seller shall be entitled to any reasonable adjournments of the Closing Date to Remove the New Exception, not to exceed thirty (30) days in the aggregate (and subject to the third sentence of Section 5.1). If Seller fails to deliver a written notice of its election to Purchaser prior to the date that is five (5) days after receipt of Seller’s written notice of disapproval of any New Exception, Seller shall be deemed to have elected not to Remove the New Exception. If Seller does not elect to Remove any New Exception, is deemed to have made such an election, or Seller fails to Remove any New Exception prior to the Closing Date, Purchaser may, as its exclusive remedy elect to either (i) remove from this Agreement the Facility that is subject to the New Exception, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Purchase Price for such Facility and the parties shall proceed to Closing as if such Facility and any portion of the Facility Owner Interests or other Property relating exclusively to such Facility shall no longer be part of the Property (collectively, the “Excluded Property”), or (ii) waive its objection to the New Exception and proceed with the Transactions without a reduction in the Purchase Price, in which event Purchaser shall be deemed to have approved the New Exception and such New Exception shall be a Permitted Exception. If Purchaser fails to notify Seller in writing of its election in accordance with the foregoing sentence within ten (10) days after the New Exception Review Period Expiration Date, Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to the New Exception. Notwithstanding the forgoing provisions of this Section 4.5, if the existence of any New Exception that is not a Permitted Exception constitutes a breach by Seller of Section 7.2 of this Agreement, Purchaser shall have the rights and remedies set forth in Article X in connection with such breach, and if Purchaser consummates this Agreement, Purchaser shall be deemed to have accepted any New Exception as a Permitted Exception and shall have no further rights or remedies with respect to such New Exception.

ARTICLE V

CLOSING

5.1 Closing Date. The Closing shall occur on July 30, 2015 (the “Scheduled Closing Date”), through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Seller shall have the right, at its sole election, to adjourn the Closing Date one or more times for a combined aggregate of not more than thirty (30) days to Remove any New Exception as contemplated by Section 4.5 or satisfy other closing conditions (each, a “Seller Adjournment”). A Seller Adjournment may be effected by delivery by Seller of written notice to Purchaser on or prior to the then scheduled Closing Date (as the same may have been previously extended in accordance with the terms of this Section 5.1), in which case the adjourned Closing Date shall be set forth in such written notice and shall be a Business Day not less than five (5) days after the giving of such notice. Purchaser shall have the right, at its sole election, to adjourn the Scheduled Closing Date for a period that ends not later than August 15, 2015 (the “First Extension Period”) by delivery of written notice to Seller prior to the Scheduled Closing Date. In addition to the foregoing, Purchaser shall have the right, at its sole election, to adjourn the Closing Date one or more times for a period that ends not later than September 15, 2015 (the “Second Extension Period”) provided that, prior to August 15, 2015 and each subsequently scheduled Closing Date, (i) Purchaser shall deliver to Seller written notice of the exercise of such extension option, and (ii) prior to August 15, 2015, Purchaser shall deliver to Escrow Agent a one-time additional deposit in the amount of Two Million and

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00/Dollars ($2,000,000.00) (together with all interest and income accrued thereon, the “Additional Deposit”) by wire transfer of immediately available funds. Time shall be of the essence with respect to Purchaser’s obligation to consummate the Closing on the Closing Date.

5.2 Seller Closing Deliveries. The applicable Seller shall execute and deliver to Escrow Agent (or cause to be delivered to Escrow Agent) each of the following items on or prior to the Closing Date:

5.2.1 A Deed for each parcel of Land and the related Improvements and other real property included in the Property that is owned by any Property Seller, subject to the Permitted Exceptions with Purchaser or Purchaser’s designee as grantee.

5.2.2 A Bill of Sale for property owned by any Property Seller for the benefit of Purchaser or Purchaser’s designee as grantee in the form attached as Exhibit C.

5.2.3 A General Assignment for Miscellaneous Property Assets and Permits (other than the Excluded Permits) owned by any Property Seller to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit D (the “General Assignment”).

5.2.4 An Assignment of Resident Agreements for Resident Agreements to which Property Seller is a party to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit E (the “Resident Agreements Assignment”).

5.2.5 An Assignment of Facility Owner Interests to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit N (the “Facility Owner Interest Assignment”).

5.2.6 A certificate in the form of Exhibit F attached hereto (the “Bring Down Certificate”, together with each Deed, Bill of Sale, General Assignment, Resident Agreements Assignment and Facility Owner Interest Assignment, each a “Closing Document”).

5.2.7 A management agreement or sub-management agreement, in substantially the form of Exhibit J (each, a “Management Agreement”), for each Facility, by and between either New Facility Owner or Facility Owner (or an Affiliate of either party, as applicable, that is engaged to manage such Facility), and Holiday AL Management Sub LLC (“Holiday Manager”), fully executed by Holiday Manager.

5.2.8 Seller’s counterpart signature to the closing statement prepared by the Title Company, which shall include such prorations and adjustments calculated in accordance with the terms of this Agreement (the “Closing Statement”).

5.2.9 A title affidavit or an indemnity in a form reasonably acceptable to Seller and Purchaser, which is sufficient to enable the Title Company to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.

5.2.10 A certification of Seller’s non-foreign status pursuant to Section 1445 of the Code in the form of Exhibit G attached hereto.

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5.2.11 Any applicable sales tax, real property transfer tax forms and returns, transfer declaration, ownership information or other similar disclosure forms or reports required by the laws of the State where such Land and Improvements is located or any other governmental authority.

5.2.12 The Allocation Statement.

5.2.13 Resolutions, certificates of good standing, and such other organizational documents as the Title Company or Purchaser shall reasonably require evidencing Seller’s authority to consummate the Transactions.

5.2.14 The most current Rent Roll and Property Statement for each Facility, each prepared in the ordinary course of business certified as true and accurate by Seller as of such date.

5.2.15 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date.

5.2.16 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the Transactions.

5.2.17 If required by applicable law or requested by Purchaser, notification letters to all Residents prepared and executed by Manager in the form attached hereto as Exhibit H, which shall be delivered to all Residents of the applicable Facility by Holiday Manager immediately after Closing.

5.3 Purchaser Closing Deliveries. Except for the Purchase Price, which is to be delivered at the time specified in Section 2.2.2, Purchaser shall deliver to Escrow Agent (or cause to be delivered to Escrow Agent), each of the following on or prior to the Closing Date:

5.3.1 The full Purchase Price, less the Deposit, plus or minus the adjustments or prorations required by this Agreement.

5.3.2 Purchaser’s counterpart signature to the Closing Statement.

5.3.3 A countersigned counterpart of the General Assignment.

5.3.4 A countersigned counterpart of the Assignment of Facility Owner Interests.

5.3.5 An executed certificate in the form of the Bring Down Certificate.

5.3.6 A countersigned counterpart of the Resident Agreements Assignment.

5.3.7 A Management Agreement for each Facility countersigned by the New Facility Owner or Facility Owner (or an Affiliate of either party, as applicable, that is engaged to manage such Facility).

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5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Company or Seller shall reasonably require evidencing Purchaser’s authority to consummate the Transactions.

5.3.9 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Purchaser or otherwise reasonably necessary in order to consummate the Transactions.

5.4 Closing Prorations and Adjustments.

5.4.1 General. Subject to Section 5.4.4, all normal and customarily proratable items relating to the Property and the Facility Owners, including, without limitation, collected rents, operating expenses, real and personal property taxes, other operating expenses and fees, shall be prorated as of 11:59 p.m. (Local Time) on the day immediately prior to the Closing Date in accordance with the proration schedule agreed upon by Seller and Purchaser prior to Closing, the parties agreeing that Seller shall be responsible and charged for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller or any Facility Owner attributable to the period on or after the Closing Date) and Purchaser shall be responsible and charged for all of the same attributable to the period on and after the Closing Date.

5.4.2 Operating Expenses. All of the taxes (other than real estate taxes) and other expenses incurred in connection with the ownership, leasing and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses accruing prior to the Closing Date and Purchaser shall pay all such expenses accruing from and after the Closing Date.

5.4.3 Utilities. A proration for utilities shall be made based upon the most recently ascertainable bills. Seller shall be entitled to the return of any deposit(s) posted by it or its Affiliate with any utility company. On or prior to the Closing Date, Seller and Purchaser shall notify each utility company serving the Property to terminate Seller’s account, effective as of the Closing, and shall arrange utility service for the Property, as of the Closing, in name directed by Purchaser. Notwithstanding the foregoing, Purchaser, at its option, may elect, in accordance with the Management Agreement, not to terminate certain existing utility contracts for certain Facilities, in which case Manager, as agent for Holiday Manager, will keep such utility contracts in place.

5.4.4 Capital Expenditures. As described in the next sentence, a proration for capital expenditures shall be made equal to the difference (the “Capex Difference”) between (a) the aggregate amount of capital expenditures made and paid for by Seller or any Facility Owner with respect to the Facilities for the period from and including January 1, 2015 through and including the day immediately prior to the Closing Date (excluding capital expenditures in connection with emergencies) and (b) an amount equal to the product of (i) the amount set forth on Schedule 5.4.4 multiplied by (ii) a fraction having a numerator equal to the number of days from and including January 1, 2015 until and including the day immediately preceding the Closing Date, and having a denominator of three hundred sixty-five (365). If the Capex Difference is positive, such difference shall be credited to Seller on the Closing Date, and if it is negative, such difference shall be credited to Purchaser on the Closing Date.

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5.4.5 Real Estate Taxes. Any real estate ad valorem or similar taxes for the Land and Improvements, or any installment of assessments payable in installments which installment is payable in the calendar year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, however, that in the event that actual figures (whether for the assessed value of the Land and Improvements or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year or based on a prior installment payment for such calendar year.

5.4.6 Property Contracts. Purchaser shall assume at Closing the obligations arising from and after the Closing Date under the Assigned Contracts (and the Facility Owners shall remain responsible for its Property Contracts); however, operating expenses (including payment obligations under the Assigned Contracts) shall be prorated under Section 5.4.2.

5.4.7 Resident Agreements. All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Residents under the Resident Agreements) and other collected revenues from any portion of the Facilities or the related Land and Improvements shall be prorated as of 11:59 p.m. (Local Time) on the day immediately prior to the Closing Date on the basis of the actual number of days of the month (or year, as applicable) which shall have elapsed as of the Closing Date. Purchaser shall receive all collected rent, income and revenues attributable to dates from and after the Closing Date. Seller shall receive all collected rent and other collected revenues attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to rents which have not been collected as of the Closing Date (the “Uncollected Rents”). No adjustments shall be made in Seller’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller such accrued Uncollected Rents (to the extent attributable to periods prior to the Closing Date and net of reasonable costs of collection) as and when collected by Purchaser, subject to the further provisions of this Section 5.4.7. Purchaser agrees to bill Residents of the Facilities for all Uncollected Rents and to take reasonable actions (which shall not include an obligation to commence legal action) to collect Uncollected Rents. Purchaser’s collection of rents shall be applied in the following order of priority: (i) first, in payment of rent for the month in which the Closing Date occurs, with such amounts being prorated between Purchaser and Seller based upon the number of days each owned the Property during the month in which the Closing occurs; (ii) second, to the month immediately preceding the month in which the Closing occurs; (iii) third, in payment of rent for any month which commenced after the Closing, but only to the extent payments of rents for such month are then currently due; and (iv) fourth, in payment of rents for months preceding the month in which the Closing occurs. After the Closing, Seller shall not have the right to commence legal actions or proceedings, or take any other action, to collect Uncollected Rents owed to Seller by any current Resident, provided that (a) Holiday Manager shall have the right to send bills in the ordinary course of business to current Residents for Uncollected Rents, and (b) Seller shall have the right to collect Uncollected Rents with respect to any former Resident.

5.4.8 Insurance. No proration shall be made in relation to insurance premiums, and insurance policies will not be assigned to Purchaser.

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5.4.9 Employees. Any wages, benefits or other payments due and owing in respect of employment or services rendered to Seller or any Facility Owner on or prior to the Closing by any Facility Employee, as applicable, shall be paid by Seller through the day immediately prior to the Closing Date (or credited to Purchaser on the Closing Date to the extent not paid by Seller as of the Closing Date). Any wages, benefits or other payments due and owing in respect of employment or services rendered following the Closing by any Facility Employee, as applicable, shall be paid by Purchaser (or its Affiliate(s)) in accordance with the Management Agreement, and any wages, benefits or other payments to Facility Employees paid by Seller or any Facility Owner prior to Closing with respect to any period commencing on or after the Closing Date, if any, shall be credited to Seller on the Closing Date.

5.4.10 Closing Costs.

5.4.10.1 Seller shall be responsible for payment of the following Transactions costs: (i) fees of Seller’s attorneys, accountants and other consultants, as well as any accountants’ fees in connection with the preparation of any financial statements of the Property required by the Securities and Exchange Commission; (ii) fees in connection with the preparation of the Title Commitments and the Existing Surveys and any updates requested by Purchaser thereto or otherwise prepared by the Title Company; (iii) fees for UCC, lien, judgment and other searches reasonably requested by Purchaser, (iv) all state, city, county and municipal recording fees and all related charges and costs in connection therewith; (v) all premiums for each Title Policy and all endorsements to any such policy; (vi) seventy-five percent (75%) of all real estate transfer taxes, deed taxes, stamp taxes, intangibles taxes or similar taxes imposed with respect to the Transactions and all sales taxes imposed upon the portion of the Purchase Price allocated to transferred personal property included in the Property (collectively, the “Transfer Taxes”); (vii) one-half of the fees and expenses for the Escrow Agent; and (viii) Third-Party Reports provided by Seller.

5.4.10.2 Purchaser shall be responsible for payment of the following Transactions costs: (i) fees of Purchaser’s attorneys, accountants (except for accountants’ fees in connection with the preparation of any financial statements of the Property required by the Securities and Exchange Commission, which shall be paid by Seller) and other consultants, and the fees, costs and expenses in connection with Purchaser’s due diligence (exclusive of the Third Party Reports provided by Seller); (ii) twenty-five percent (25%) of the Transfer Taxes; (iii) one-half of the fees and expenses for the Escrow Agent; (iv) fees and expenses for the investment of the Deposit; and (v) any and all costs, expenses and fees incurred in connection with, or relating to, the preparation of any statements, reports or filings with or required by the Securities and Exchange Commission as a result of Purchaser’s status as a public company (subject to the exception noted above for accountants fees).

5.4.11 Security Deposits. The amount of any security deposits held by Seller or any Facility Owner, as of the day immediately preceding the Closing Date, under the terms of any Resident Agreements, for any period on and extending beyond the Closing Date shall be a credit to the cash to be paid by Purchaser at the Closing.

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5.4.12 Possession. Possession of the Property, subject to the Resident Agreements, Assigned Contracts, and Permitted Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser pursuant to Section 5.3. Seller shall make available to Purchaser at the Property on the Closing Date (a) originals or copies of the Resident Agreements, Assigned Contracts, operating manuals and keys and access codes to the Facilities and the related Land and Improvements, and (b) to the extent reasonably available to Seller, lease files, warranties, guaranties, and Seller’s and any Facility Owner’s books and records (other than proprietary information) (the items covered by the foregoing clauses (a) and (b), collectively, “Seller’s Property-Related Files and Records”) exclusively relating to the Property. Purchaser agrees, for a period of not less than three (3) years after the Closing (the “Records Hold Period”), to (a) provide and allow Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If, at any time after the Records Hold Period, Purchaser desires to dispose of Seller’s Property-Related Files and Records, Purchaser must first provide Seller not less than thirty (30) days prior written notice (the “Records Disposal Notice”). Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the Property (or such other location where such records are then stored), at reasonable times upon reasonable notice, and to remove or copy those of Seller’s Property-Related Files and Records that Seller desires to retain.

5.5 Post-Closing Adjustments. To the extent applicable, Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days of the Closing Date, the amounts prorated and adjusted in this Article V using any new or updated information, including the reconciliation of estimated amounts with actual amounts, the correction of any errors and the inclusion of any items which should have been included at the Closing. All adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 5.5 within thirty (30) days following expiration of such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne by the party that does not prevail in such dispute. All adjustments to be made as a result of the final results of the adjustments shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. Notwithstanding anything to the contrary contained in this Agreement, (i) in the event that, following the Closing, Purchaser shall receive a refund of real estate taxes which relates to any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of time that each party owned the Property during the tax period to which the refund relates, and (ii) subject to the requirements of clause (i), neither party shall have any obligation to re-adjust any items after the expiration of the periods set forth in this Section 5.5.

5.6 Withholding Rights. Each Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Seller pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable tax law. Amounts so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

The disclosure schedules attached hereto (the “Disclosure Schedules”) are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Agreement to which such sections and subsections of the Disclosure Schedules relate. An exception to a representation or warranty in this Article VI set forth in the Disclosure Schedules effectively modifies the corresponding representation or warranty in this Article VI; provided that any fact or condition disclosed in any section of the Disclosure Schedules in such a way as to make its relevance to a representation or representations made elsewhere in this Agreement or information called for by another section of the Disclosure Schedules reasonably apparent shall be deemed to be an exception to such representation or representations or to be disclosed on such other section of such Disclosure Schedules notwithstanding the omission of a reference or cross reference thereto. Any fact or item disclosed in any section of the Disclosure Schedules shall not be deemed, solely by reason of such inclusion, to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

6.1 Seller’s Representations. Seller represents and warrants to Purchaser the following as of the Effective Date and as of the Closing Date, that except as set forth in the Disclosure Schedules (the parties agreeing that Seller shall be deemed to have satisfied its representations and warranties with respect to delivery of any documents or any other materials if such documents or materials are made available through the Data Site prior to and through the Effective Date):

6.1.1 Seller and each Facility Owner is validly existing and in good standing under the laws of the state of its formation; and Seller has the entity power and authority to sell and convey the Property and to execute the documents to be executed by Seller and has taken all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Agreement, and the consummation of the Transactions. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, Seller’s organizational documents, (ii) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under any contract to which Seller is a party or by which Seller or any Property is otherwise bound, which conflict, breach or default would have a Material Adverse Effect, or (iii) result in a violation or breach, in any material respect, of any legal requirement applicable to Seller or by which Seller or the Property is bound. This Agreement is a valid and binding agreement, enforceable against Seller in accordance with its terms, and upon full execution and delivery of each Closing Document to which Seller is a party, such Closing Document will be a valid and binding agreement, enforceable against Seller in accordance with its terms, in each case except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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6.1.2 Seller is not a “foreign person,” as that term is used and defined in Section 1445 of the Code.

6.1.3 Except as shown on Schedule 6.1.3 and except for unlawful detainer or similar actions against Residents that are brought in the ordinary course of any Property Seller’s or any Facility Owner’s operation of the Facilities, as of the Effective Date, there are no actions, proceedings, litigation or governmental investigations or condemnation actions either pending, or to Seller’s Knowledge, threatened in writing against any Property Seller, Facility Owner, or the Facilities that, if adversely determined, would be expected to result in any liability or obligation in excess of $25,000 for any single claim, or $750,000 in the aggregate.

6.1.4 All material Property Contracts are described on Exhibit I (the “Property Contracts List”). Other than matters reflected in the Title Documents, the Property Contracts List, the Permits identified on Schedule 6.1.13, the National Contracts, the Resident Agreements and property management contracts, no Property Seller or Facility Owner is party to any material contract, agreement, lease, license, sublicense or other arrangement relating to the use, ownership, management, operation, leasing, maintenance or repair of the Facilities that is necessary to own and operate the Facilities consistent with past practice. Seller has made available to Purchaser complete and correct copies of each of the Property Contracts. Except as otherwise disclosed on Schedule 6.1.4 hereto, no Property Seller or Facility Owner or, to Seller’s Knowledge, any other party is in material default under any of the Property Contracts on the Effective Date.

6.1.5 A rent roll for each Facility (as updated pursuant to Section 5.2.13, each a “Rent Roll”) dated not earlier than thirty (30) days prior to the Effective Date has been made available to Purchaser as part of the Materials and is a true, correct and complete list of all Residents as of the date indicated therein, and the updated Rent Roll delivered pursuant to Section 5.2.13 will be a true, correct and complete list of all Residents as of the date of such update. Each Rent Roll is the rent roll used and relied upon by the applicable Property Seller or Facility Owner in connection with its operation of the applicable Facility. Except pursuant to any Permitted Exception, including the Residents shown on the Rent Roll as of the date indicated therein and any tenant under any Commercial Leases, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of any Facility, and there are no other rights of possession which have been granted to any third party or parties. No interest in the Resident Agreements and/or in any of the rentals due or to become due under the Resident Agreements will be subject to, at Closing, any assignment or encumbrance granted by any Property Seller or Facility Owner (except for any assignment or encumbrance to be released at Closing). To Seller’s Knowledge, the Resident Agreements are in full force and effect in accordance with their terms. Except as shown on the Rent Roll (or to the extent any pre-paid rent attributable to periods after Closing is credited to Purchaser at Closing), there are no deposits and no rent has been pre-paid more than one (1) month in advance.

6.1.6 Seller has made available to Purchaser true and complete copies of the sample form(s) of Resident Agreement (including sample forms of addendum and annexes) used at each of the Facilities (collectively, the “Resident Agreement Form”), and all Resident Agreements with respect to any Facility are consistent in all material respects with the applicable form of the Resident Agreement Form.

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6.1.7 Other than as described on Schedule 6.1.7, as of the Effective Date, no Property Seller or Facility Owner has received written notice from any governmental authority with jurisdiction over the Facilities of any violation by any Property Seller, Facility Owners or the Facilities or the related Land and Improvements or the other Property of any laws, ordinances or regulations applicable to any Property Seller, Facility Owner, or Facility that remains uncured or unresolved, except to the extent any such violation has not had, and would not reasonably be expected to have, a Material Adverse Effect.

6.1.8 Except as disclosed in the Title Documents, (i) no Property Seller or Facility Owner has submitted and, to Seller’s Knowledge, no other Person has submitted, in each case as of the Effective Date, an application for the creation of any special taxing district affecting the Facilities or the related Land and Improvements (or any part thereof), or annexation thereby, or inclusion therein and (ii) no Property Seller or Facility Owner has received written notice prior to the Effective Date that any governmental authority has commenced or intends to commence construction of any special or off-site improvements or has imposed or increased or intends to impose or increase any special or other assessment against the Facilities (or the related Land or Improvements or any part thereof).

6.1.9 Neither Seller, any Facility Owner, nor Seller’s general partner or managing member has (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of such party’s assets, which remains pending as of such time, (D) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, which remains pending as of such time, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally.

6.1.10 Except as disclosed in the Title Documents, no Property Seller or any Facility Owner has granted any option, right of first refusal, first offer or first opportunity, or any similar right, to any party to acquire any fee or ground leasehold interest in any portion of the Land and/or Improvements.

6.1.11 Other than as described on Schedule 6.1.11 (collectively, the “Required Consents”), no consent, approval, order or authorization of, or registration, declaration or filing with, any applicable governmental authority is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

6.1.12 (a) The Land and Improvements relating to each Facility are assessed for real estate tax purposes as one or more wholly independent tax lots, separate from any adjoining land or improvements not constituting a part of the Property, and no other land or improvements are assessed and taxed together with such Land and Improvements.

(b) To Seller’s Knowledge, Purchaser shall not, by acquiring the Property, become a member or owner of a condominium or homeowner’s association or similar entity.

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6.1.13 Schedule 6.1.13 identifies, as of the Effective Date, all material Permits possessed by Seller, any Facility Owner, or Manager necessary for the ownership and operation of the Facilities, each of which is valid, effective and remains outstanding, except as otherwise set forth on Schedule 6.1.13. Either Seller, Facility Owner, or Manager has all material Permits necessary to operate each applicable Facility as currently operated by Property Seller or Facility Owner, as applicable.

6.1.14 All Facility Employees (as defined in the Management Agreement) are employed by Harvest Management Sub TRS Corp. As of the Effective Date, there are no labor or collective bargaining agreements which pertain to the Facility Employees, and no labor unions or other organizations representing, purporting to represent or attempting to represent, any of the Facility Employees.

6.1.15 Attached as Schedule 6.1.15 are copies of the Property Statements prepared as of the date indicated therein for each of the Facilities. The Property Statements are accurate and complete, in all material respects, and fairly present, in all material respects, the financial condition and the results of operations for the Facilities, as applicable, as of the respective dates indicated in such Property Statements.

6.1.16 True, correct and complete copies of certificates of insurance evidencing the insurance maintained by Seller or any Facility Owner as of the Effective Date with respect to the Property have been made available to Purchaser as part of the Materials. No Property Seller or Facility Owner has received written notice from any insurance company identifying any defects or inadequacies in the Property, which, if not corrected, would result in the termination of insurance coverage.

6.1.17 (a) Neither Seller nor any Facility Owner is a Prohibited Person.

(b) None of the Property is the proceeds of specified unlawful activity as defined by 18 B.SC. § 1956(c)(7).

6.1.18 Each property questionnaire in the form of the Property Questionnaire, as completed and delivered by Seller to Purchaser with respect to each of the Facilities, is true, correct and complete in all material respects.

6.1.19 Neither Seller nor any Facility Owner holds any “plan assets” within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended.

6.1.20 The Property is all owned by Seller or Facility Owners (and no other Person) and, together with the Excluded Assets, the National Contracts, and the IT Assets, constitutes all of the material assets and properties used in the operation of the Facilities, other than the personal property owned by Manager.

6.1.21 Property Sellers or Facility Owners have, and at Closing Property Sellers will deliver to Purchaser, good title to the Miscellaneous Property Assets, free and clear of all Liens.

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6.1.22 Environmental Matters.

6.1.22.1 Except as (i) disclosed on Schedule 6.1.22 or as identified in the environmental reports, studies and other information relating to the environmental condition of the Land and Improvements delivered by Seller to Purchaser or made available for Purchaser’s review in the Materials or (ii) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) There is no current violation of Environmental Laws related to the Land and Improvements and no Property Seller or Facility Owner has received from any Person, with respect to the Land or Improvements, any (A) written notice or claim alleging liability or a breach of any Environmental Laws, or (B) written request for information pursuant to Environmental Law, which, in each case, remains pending or unresolved and is the source of ongoing obligations or requirements as of the Effective Date.

(b) No Property Seller or Facility Owner currently stores or uses any Hazardous Materials at any Facility, except for Hazardous Materials used in the ordinary course of business at any Facility, including cleaning fluids, insecticides, medicines, petroleum products and other similar items (the “Common Products”), which Common Products are used, transported, stored and disposed of by the Seller in compliance with all applicable Environmental Laws.

(c) To the Seller’s Knowledge, there has been no release of Hazardous Materials in contravention of Environmental Law with respect to the Land or Improvements that has not been remediated, and no Property Seller or Facility Owner has received any written notice of any such release that has not been remediated which would reasonably be expected to result in a claim under Environmental Laws or a violation of Environmental Laws or a violation of the term of any license issued to Seller pursuant to applicable Environmental Laws.

6.1.22.2 Seller has, prior to the Effective Date, made available to the Purchaser on the Data Site for each Facility a copy of the most recent Phase I environmental reports in Seller’s possession.

6.1.23 Organizational Structure. The organizational structure of each Facility Owner is set forth in Schedule 6.1.23 attached hereto. No Facility Owner has held or owned any legal or beneficial interest in any other Person.

6.1.24. Title to Facility Owner Interests. Entity Seller holds and owns legally and beneficially, and has good and valid title to, one hundred percent (100%) of the outstanding partnership or membership interests in and to the Facility Owners, free and clear of all Liens. Except as disclosed to Purchaser, the Facility Owner Interests are not certificated and do not constitute “securities” under Article 8 of the Uniform Commercial Code.

6.1.25 No Other Business or Assets. No Facility Owner (i) has carried on any business other than the ownership and operation of its Facility, the Land and Improvements relating thereto and any ancillary activities in connection therewith or (ii) owns any material assets other than assets relating to the ownership and operation of the its Facility.

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6.1.26. Orders/Judgments. Except as set forth on Schedule 6.1.26 attached hereto, there are no orders, decrees or judgments pending against any Facility Owner by or before any federal, state or municipal court or other governmental agency, department, commission, board, bureau, instrumentality or other governmental authority.

6.1.27 Entity Documents. Entity Seller has made available to Purchaser in the Materials true, correct and complete copies of the organizational documents of each Facility Owner (the “Entity Documents”). Except for the Entity Documents, there are no other agreements, oral or written, relating to voting, consent or other rights affecting the management or governance of any Facility Owner. No default exists beyond any notice and cure period under the Entity Documents.

6.1.28 Employees. None of the Facility Owners has, or has had, at any time any employees.

6.1.29 Debt. No Facility Owner has created, incurred, assumed, guaranteed or otherwise allowed to exist any Debt that will remain outstanding and/or an obligation of such Facility Owner at Closing (excluding any Debt that is satisfied by Seller at Closing). For the purposes of this Section 6.1.29, “Debt” means, with respect to any Facility Owner, without duplication: (a) all indebtedness of such Facility Owner for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Facility Owner is liable, (b) all unfunded amounts under a loan agreement, letter of credit (unless secured in full by cash), or other credit facility for which such Facility Owner would be liable or subject, if such amounts were advanced under the credit facility, (c) all amounts required to be paid by such Facility Owner as a guaranteed payment to partners or a guaranteed preferred or special dividend, including any mandatory redemption of shares or interests, (d) all indebtedness guaranteed by such Facility Owner, directly or indirectly, (e) all obligations under leases that constitute capital leases under GAAP for which such Facility Owner or any of its assets is liable or subject, and (f) all net marked-to-market obligations of such Facility Owner under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Facility Owner or any of its assets is liable or subject contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Facility Owner otherwise assures a creditor against loss.

6.1.30 Financials. Since the date of the most recent financial statements of each Facility Owner (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, and (ii) such Facility Owner has not incurred any material liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice.

6.1.31 Facility Owner Taxes. Each Facility Owner is, and has been at all times since its formation, treated as disregarded entity for U.S. federal income tax purposes. Each Facility Owner (i) has duly and timely filed (or had filed on its behalf) all material tax returns required to be filed by it (after giving effect to any filing extension granted by a governmental authority) and (ii) has paid (or had paid on its behalf) all material taxes that are required to be paid by it (whether or not shown on such tax returns).

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6.2 AS-IS. Except as otherwise expressly set forth in Seller’s Representations:

6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT INCLUDING SELLER’S REPRESENTATIONS, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”

6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this kind, and the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, representations or warranties, express or implied, made by (or by any Person on behalf of) Seller, including, without limitation, relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit, or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (except as expressly set forth in the Seller’s Representations). Without limiting Seller’s Representations, Purchaser agrees that Seller shall not be responsible or liable to Purchaser (i) for any defects, errors or omissions in the Materials or (ii) except as the result of a breach by Seller of Article VII, on account of any conditions affecting the Property.

6.2.3 Except for breaches of Seller’s Representations and subject to Purchaser’s rights to indemnification under Article XIII, Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or may arise against such Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property.

6.2.4 Purchaser acknowledges and agrees that, except for the Seller Representations, no representation has been made, and no responsibility is assumed by Seller, with respect to the financial earning capacity, the continued occupancy levels of the Facilities, or any part thereof or, without limiting any of the foregoing, occupancy at Closing.

6.2.5 Purchaser agrees and acknowledges that, prior to Closing, Property Sellers and Facility Owners shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or Residents. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or Residents, in and of itself, shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever; and Purchaser shall close escrow and accept delivery of the Deeds and the Assignment of Facility Owner Interests with or without such Residents in possession and without any allowance or reduction in the Purchase Price under this Agreement.

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6.2.6 Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the “ADA”) and the federal Fair Housing Act (the “FHA”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Facilities accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Except as expressly set forth in the Seller’s Representations, Seller makes no warranty, representation or guarantee of any type or kind with respect to the Property’s compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representations.

The phrase “Seller’s Knowledge,” or words of similar import in this Agreement, shall be deemed to refer exclusively to matters within the actual knowledge of Scott Shanaberger and Kai Hsiao (collectively, “Seller Knowledge Individuals”), after having made the inquiries referred to in the provision to this sentence but without any further obligation to investigate or make inquiries of other Persons with respect to any of the representations and warranties contained in this Agreement, provided that Seller represents and warrants to Purchaser, as of the Effective Date and the Closing Date, that the Seller Knowledge Individuals are the individuals in Seller’s organization who are most knowledgeable of the matters set forth herein and the Seller Knowledge Individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Seller, or to make any other inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Seller set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individuals or of any other Person, shall be imputed to the Seller Knowledge Individuals. No Seller Knowledge Individual is a party to this Agreement or shall be subject to any personal liability hereunder.

6.3 Representations and Warranties of Purchaser. For the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Purchaser represents and warrants to Seller the following (collectively, the “Purchaser’s Representations”) as of the Effective Date and as of the Closing Date:

6.3.1 Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware.

6.3.2 Purchaser, acting through any of its or their duly empowered and authorized officers or members, has all necessary entity power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser’s partners, directors, officers or members are required to so empower or authorize Purchaser. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breach or default would have a material adverse effect on Purchaser’s ability to consummate the Transactions or (ii) result in a violation or breach, in any material respect, of any legal requirement applicable to Purchaser or by which Purchaser or the property of Purchaser is bound. This Agreement is a valid and binding agreement, enforceable against

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Purchaser in accordance with its terms, and upon full execution and delivery of each Closing Document to which Purchaser is a party, such Closing Document will be a valid and binding agreement, enforceable against Purchaser in accordance with its terms, in each case , except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

6.3.3 No pending or, to Purchaser’s Knowledge, threatened litigation exists which, if adversely determined (i) would or would reasonably be expected to restrain the consummation of the Transactions or otherwise have a material adverse effect on Purchaser’s ability to consummate the Transactions, or (ii) would or would reasonably be expected to declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

6.3.4 Purchaser is not a Prohibited Person.

6.3.5 To Purchaser’s Knowledge, the funds Purchaser transfers, and/or will transfer, to Seller under this Agreement are not the property of, or beneficially owned, directly or indirectly, by a Prohibited Person or the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7).

6.3.6 No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any applicable governmental authority is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

The phrase “to Purchaser’s Knowledge,” or words of similar import in this Agreement, shall be deemed to refer exclusively to matters within the actual knowledge of Matthew Lucas (“Purchaser Knowledge Individuals”), after having made the inquiries referred to in the proviso to this sentence but without any further obligation to investigate or make inquiries of other Persons with respect to any of the representations and warranties contained in this Agreement, provided that Purchaser represents and warrants to Seller, as of the Effective Date and the Closing Date, that the Purchaser Knowledge Individuals are the individuals in Purchaser’s organization who are most knowledgeable of the matters set forth herein and the Purchaser Knowledge Individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Purchaser, or to make any other inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Purchaser set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Purchaser Knowledge Individuals or of any other Person, shall be imputed to the Purchaser Knowledge Individuals. No Purchaser Knowledge Individual is a party to this Agreement or shall be subject to any personal liability hereunder.

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ARTICLE VII

ADDITIONAL COVENANTS OF SELLER AND PURCHASER

7.1 Interim Operating Covenants. Except as expressly contemplated by this Agreement, until the earlier of Closing or the termination of this Agreement, each Property Seller and Facility Owner shall operate the Facilities in the ordinary course of business consistent with past practice, and each Property Seller and Facility Owner shall use commercially reasonable efforts to (a) maintain the Facilities, or cause the Facilities to be maintained, in substantially their condition as of the Effective Date, reasonable wear and tear, and casualty and condemnation, excepted; (b) comply, in all material respects, with all applicable laws; and (c) keep in full force and effect insurance policies with substantially the same terms as existing policies.

7.2 Liens. Until the earlier of Closing or the termination of this Agreement, neither Seller nor any Facility Owner shall not create or permit to become effective any Lien upon the Property that would be an exception on any Title Policy, other than (i) the Permitted Exceptions, (ii) with respect to any Facility, any easement, license or similar encumbrance (a) entered into in the ordinary course that would not, and would not reasonably be expected to, have a material adverse effect on the current use or value of such Facility or (b) required by applicable law, provided in each case Seller shall deliver to Purchaser notice and a copy of any such Lien prior to executing the same, and (iii) any other Lien arising in the ordinary course of business and consistent with past practice (so long as such other Lien is removed or satisfied by Seller or, if approved by Purchaser in its reasonable discretion, otherwise bonded over at or prior to the Closing, such that such Lien is not included as an exception on any Title Policy).

7.3 Transactions. Until the earlier of Closing or the termination of this Agreement, Seller shall not (and shall not permit any Facility Owner to) directly or indirectly (i) sell, assign, transfer or otherwise dispose of all or any portion of the Property other than, subject to the terms of this Agreement, pursuant to any casualty or condemnation or any other property that is replaced in the ordinary course of business and consistent with past practice or (ii) enter into any agreement to do any of the foregoing.

7.4 Notice of Breach. Until the earlier of Closing or the termination of this Agreement, Seller shall notify Purchaser in writing promptly upon learning or receiving written notice, whichever first occurs, of:

(a) Any event, transaction or occurrence prior to Closing which would or would reasonably be expected to result in a Material Adverse Effect; and

(b) Seller’s breach of any of its representations, warranties or covenants in this Agreement, or any fact or event which would make any covenant or agreement of Seller under this Agreement incapable or substantially less likely of being performed.

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

8.1 Purchaser’s Conditions to Closing. Without limiting any of the rights of Purchaser elsewhere provided for in this Agreement, Purchaser’s obligation to consummate the Transactions shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement:

8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered in accordance with the terms of Section 5.2;

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8.1.2 Each of Seller’s Representations shall be true and correct on and as of the Effective Date and the Closing Date (except in each case for Seller’s Representations relating to an earlier date, in which case as of such earlier date), except where the failure of any of such Seller’s Representations to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

8.1.3 Subject to payment of all title insurance premiums and fees, the Title Company is irrevocably committed to issue the Title Policy for each Facility (and the related real property comprising the Property);

8.1.4 Seller shall have complied with, fulfilled and performed, in all material respects, each of the covenants to be complied with, fulfilled or performed by Seller hereunder on or prior to the Closing Date, provided, with respect to any covenants and obligations that are qualified by “materiality” or “Material Adverse Effect,” such covenants and obligations shall have been performed by Seller in all respects;

8.1.5 Neither Seller nor any Facility Owner shall be a debtor in any bankruptcy proceeding;

8.1.6 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Seller hereunder;

8.1.7 (i) There shall not be any pending litigation or, to the Knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of the Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of Seller hereunder, and (ii) other than as described on Schedule 6.1.7, there shall not be any actions, proceedings, litigation or governmental investigations or condemnation actions pending against Seller, Facility Owner, or the Property which would have a Material Adverse Effect;

8.1.8 There shall not be any labor or collective bargaining agreements binding the Facility Employees which would have a Material Adverse Effect.

If any condition set forth in this Section 8.1 is not satisfied on or prior to the Outside Closing Date, Purchaser may, as its sole remedy, (a) waive any of the foregoing conditions and proceed to Closing with no offset or deduction from the Purchase Price, or (b) terminate this Agreement and receive a return of the Deposit from the Escrow Agent, and neither party shall have any further obligation or liability to the other except with respect to the Surviving Obligations; provided if such failure of any condition resulted from a Seller Default, Purchaser shall have the right to exercise any of its remedies pursuant to Section 10.2; provided, further, Purchaser shall not have the right to terminate this Agreement under this Section 8.1 if Purchaser’s action or failure to act has been the primary cause of the Closing failing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement by Purchaser.

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8.2 Seller’s Conditions to Closing. Without limiting any of the rights of Seller elsewhere provided for in this Agreement, Seller’s obligation to close under this Agreement shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Seller may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement:

8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered;

8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true and correct in all material respects as of the Closing Date;

8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants to be complied with, fulfilled or performed by Purchaser hereunder;

8.2.4 Purchaser shall not be a debtor in any bankruptcy proceeding; and

8.2.5 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder, and there shall not be any pending litigation or, to either Purchaser’s Knowledge or Seller’s Knowledge, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of the Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder.

If any condition set forth in this Section 8.2 is not satisfied at or prior to the Outside Closing Date, Seller may, as its sole remedy (a) waive any of the foregoing conditions and proceed to Closing, (b) terminate this Agreement, and neither party shall have any further obligation or liability to the other except with respect to the Surviving Obligations; provided if such failure of any condition resulted from a Purchaser Default hereunder, Seller shall have the right to exercise any of its remedies pursuant to Section 10.1; provided, further, Seller shall not have the right to terminate this Agreement under this Section 8.2 if Seller’s action or failure to act has been the primary cause of the Closing failing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement by Seller.

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ARTICLE IX

TERMINATION AND ABANDONMENT

9.1 Termination of this Agreement.

This Agreement may be terminated and the Transactions may be abandoned at any time on or before the Closing, in each of the following instances:

(a) by mutual written agreement of Seller and Purchaser, in which case the Deposit shall be paid and released in accordance with the mutual direction of Seller and Purchaser;

(b) by Purchaser giving written notice to Seller at any time prior to the Closing in the event of the occurrence and continuance of a Seller Default, in which case the Deposit shall be paid and released in accordance with Section 10.2;

(c) by Seller giving written notice to Purchaser at any time prior to the Closing in the event of the occurrence and continuance of a Purchaser Default, in which case the Deposit shall be paid and released in accordance with Section 10.1;

(d) by Purchaser pursuant to Section 4.4, Section 4.5 or Section 8.1, in which case the Deposit shall be paid and released in accordance with Section 4.4, Section 4.5 or Section 8.1, as applicable; or

(e) by Seller pursuant to Section 8.2, in which case the Deposit shall be paid and released in accordance with Section 8.2.

9.2 Procedure Upon Termination. In the event either party exercises its right to terminate this Agreement pursuant to Section 9.1, this Agreement shall immediately terminate and shall be abandoned, without further action by any of the parties. If, prior to the Closing, either party elects to terminate this Agreement pursuant to the terms of Section 9.1 and makes a written demand upon Escrow Agent for payment of the Deposit in accordance with the terms hereof, Escrow Agent shall give written notice to the other party of such election to terminate and of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent shall be authorized to make such payment. If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment or arbitrator’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit and interest thereon, if any, with a court of competent jurisdiction. Escrow Agent shall give written notice of such deposit to Seller and Purchaser in accordance with Section 14.6 of this Agreement.

ARTICLE X

DEFAULTS AND REMEDIES

10.1 Purchaser Default. If, prior to the Closing, Purchaser (i) defaults on its obligations hereunder to (a) deliver to Escrow Agent the deliveries specified under Section 5.3, or (b) deliver the Purchase Price in accordance with Article II and consummate the Transactions on the Closing Date or (ii) defaults or breaches in any material respect on any of its other representations, warranties, covenants or obligations under this Agreement (or with respect to any representation, warranty, covenant or obligation that is qualified by “materiality” or “material adverse effect,” Purchaser defaults or breaches, in any respect, such representation, warranty, covenant or obligation), and such default continues for more than 20 days after written notice from Seller (each, a “Purchaser Default”), then Seller may (a) terminate this Agreement

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immediately and without the right of Purchaser to receive additional notice or to cure, Purchaser shall forfeit the Deposit to Seller and the Escrow Agent shall deliver the Deposit to Seller as liquidated damages resulting from the Purchaser Default (the parties agreeing that (x) quantifying the amount of Seller’s losses pursuant to termination due to a Purchaser Default would be difficult to quantify, and (y) such sum is not a penalty, but rather a reasonable measure of Seller’s damages resulting from a termination due to a Purchaser Default) or then Seller may (a) terminate this Agreement immediately and without the right of Purchaser to receive notice or to cure pursuant to Section 2.3.3, Purchaser shall forfeit the Deposit to Seller and the Escrow Agent shall deliver the Deposit to Seller, or (b) subject to the conditions below, seek specific performance of Purchaser’s obligation to consummate the Transactions pursuant to this Agreement, such specific performance being in addition to any other remedy available at law or in equity. Seller may seek specific performance of Purchaser’s obligation to close on the sale of the Property pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Seller shall (x) not otherwise be in default under this Agreement; and (y) file suit therefor with the court on or before the 90th day after the Outside Closing Date. If Seller fails to file an action for specific performance within 90 days after the Outside Closing Date, then Seller shall be deemed to have elected to terminate this Agreement in accordance with subsection (a) above.

10.2 Seller Default. If, prior to Closing, Seller (i) defaults on its obligations hereunder to deliver to Escrow Agent or Seller, as applicable, the deliveries specified under Section 5.2, or to consummate the Transactions on the Closing Dateor, (ii) defaults or breaches in any material respect on any of its representations, warranties, covenants or obligations under this Agreement (or with respect to any representation, warranty, covenant or obligation that is qualified by “materiality” or “Material Adverse Effect,” Seller defaults or breaches in any respect such representation, warranty, covenant or obligation), and such default under this clause (ii) continues for more than twenty (20) days after written notice from Purchaser (each, a “Seller Default”), then, at Purchaser’s election and as Purchaser’s exclusive remedy, Purchaser may either (a) terminate this Agreement, and the Deposit shall be returned to Purchaser, or (b) subject to the conditions below, seek specific performance of Seller’s obligations to consummate the Transactions pursuant to and in accordance with this Agreement (but without seeking or collecting any Damages), provided if Purchaser fails to file an action for specific performance within one hundred twenty (120) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the Deposit in accordance with subsection (a) above. In the event that Purchaser terminates this Agreement pursuant to clause (a) of the preceding sentence as a result of Seller’s knowing, intentional and willful actions, then Seller shall pay to the Purchaser an amount equal to Purchaser’s Expenses within ten (10) Business Days following such termination. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER FOR A DEFAULT BY SELLER PRIOR TO CLOSING, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A DEFAULT BY SELLER PRIOR TO CLOSING. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

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ARTICLE XI

RISK OF LOSS OR CASUALTY

11.1 Closing. In the event that any Facility is damaged or destroyed by fire or other casualty prior to Closing, then the parties shall consummate the Transactions in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding any such damage, destruction or casualty, in which case, if applicable, Seller and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably and mutually agreed) of the such Property Seller’s rights and obligations with respect to the insurance claim related to such damage, destruction or casualty, and thereafter Purchaser shall receive (a) all insurance proceeds pertaining to such claim, less the sum of (i) any out-of-pocket costs incurred by Seller or Facility Owner in pursuing or collecting such claim, plus (ii) any amounts which may already have been spent by Seller or Facility Owner for Repairs, and (b) a credit against the Purchase Price at Closing in the amount of any deductible payable by Seller or Facility Owner in connection therewith. Seller shall not (and shall not permit any Property Owner to) settle any claims related to any such damage, destruction or casualty without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

11.2 Repairs. To the extent Seller or any Facility Owner elects to commence any Repairs with respect to any damage or destruction to a Facility (or the Land and/or Improvements related thereto) caused by fire or other casualty prior to Closing, then Seller shall be entitled to receive and apply available insurance proceeds to any portion of such Repairs completed or installed prior to Closing. To the extent that any Repairs have been commenced prior to Closing, then the Property Contracts shall include all construction and other contracts entered into by any Property Seller or Facility Owner in connection with such Repairs (the “Construction Contracts”). The Construction Contracts and all plans in connection with any Repairs must be approved by Purchaser, which approval shall not be unreasonably withheld. All Repairs undertaken by Seller or any Facility Owner pursuant to this Section 11.2 shall be performed in accordance with applicable law.

ARTICLE XII

EMINENT DOMAIN

In the event that, prior to Closing, all or any material portion of any Facility is (or previously, but after the Effective Date, has been) acquired, or is about to be acquired, by any governmental agency by the powers of eminent domain or transfer in lieu thereof (a “Taking”), or in the event that at such time there is any notice of any such acquisition or intent to acquire by any such governmental agency with respect to all or any material portion of any Facility, then the parties shall consummate the Transactions in accordance with the terms of this Agreement for the full Purchase Price and Purchaser shall have all rights to, and receive the full benefit of, any condemnation award. Seller shall not (and shall not permit any Facility Owner to) settle any claims related to a Taking without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE XIII

INDEMNIFICATION & SURVIVAL PROVISIONS

13.1 Effective Date; Survival. All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing pursuant to Seller’s and Purchaser’s Bring Down Certificate, as applicable. All of the Seller’s Representations, Seller’s Covenants, and the Purchaser’s Representations shall survive Closing for a period of twelve (12) months after the Closing Date (the “Outside Claim Date”), it being agreed that none of the covenants contained in this Agreement shall survive the Closing except as otherwise expressly provided herein. Any claim by Seller or Purchaser with respect to any breach of the Seller’s Representations, Seller’s Covenants, or the Purchaser’s Representations, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date.

Notwithstanding anything to the contrary contained in this Agreement, (i) if to Purchaser’s Knowledge prior to Closing any of the Seller’s Representations is inaccurate, untrue or incorrect in any way, Purchaser shall not be permitted to make any claim and shall have no recourse against Seller pursuant to this Article XIII or otherwise with respect to the breach of such Seller’s Representations, however, Purchaser shall have its rights and remedies set forth in Section 10.2 and (ii) if to Purchaser’s Knowledge any of the covenants of Seller to be performed on or before the Closing Date has not been performed prior to the Closing, and Purchaser consummates the Transactions, Purchaser will be deemed to have waived satisfaction of any such covenants, and Purchaser shall have no recourse, right of action or claim against Seller in respect of any such breach of covenant.

13.2 Indemnification by Seller. Subject to the other provisions of this Article XIII, after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates, and their respective members, managers, partners, directors, officers, shareholders, employees and agents (hereinafter referred to individually as a “Purchaser Indemnified Party” and collectively as “Purchaser Indemnified Parties”) from and against any and all Damages suffered by any of the Purchaser Indemnified Parties (without duplication) resulting from or arising out of any (collectively, “Seller Indemnifiable Damages”) (i) breach of or inaccuracy in any of the Seller’s Representations or (ii) or any breach of Seller’s Covenants, (iii) Excluded Liability, (iv) Excluded Assets or the use, ownership or operation thereof, or (v) any FCA Action.

13.3 Indemnification by Purchaser. Subject to the other provisions of this Article XIII, after the Closing, Purchaser shall indemnify and save harmless Seller and its Affiliates, and their respective members, managers, partners, directors, officers, shareholders, employees and agents (hereinafter referred to individually as a “Seller Indemnified Party” and collectively as “Seller Indemnified Parties”) from and against any and all Damages suffered by any of the Seller Indemnified Parties (without duplication) resulting from or arising out of any breach of or inaccuracy in any of the Purchaser Representations when made (collectively, “Purchaser Indemnifiable Damages”).

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13.4 Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Agreement:

13.4.1 Except as provided otherwise herein, (i) the aggregate liability of the Seller for Seller Indemnifiable Damages under Sections 13.2(i), (ii), (iii), (iv) and (v) shall not exceed the amount of Nineteen Million Two Hundred Thousand and 00/100 Dollars ($19,200,000.00) in the aggregate (“Seller Liability Cap”), and (ii) Seller shall be liable for Seller Indemnifiable Damages under Sections 13.2(i) and (ii) only if the aggregate amount of such damages exceeds the amount of $250,000.00, any then only to the extent of such excess (the “Seller Representation and Covenant Basket”); provided, however, that nothing in this Section 13.4.1 or elsewhere in this Agreement shall relieve Seller from liability to any third party for any Excluded Liability (it being understood and agreed that Seller shall retain and remain liable for all Excluded Liabilities and nothing in this Agreement limits or places a cap on Seller’s liability for, or obligation to satisfy, all Excluded Liabilities). For the avoidance of doubt, the Seller Representation and Covenant Basket limitation set forth in this Section 13.4.1 shall not apply in the case of any claim made pursuant to Sections 13.2(iii), (iv) or (v). Seller’s obligation under Section 13.2 with respect to any Seller Indemnifiable Damages shall be reduced by the amount of insurance proceeds, indemnification payments and other third party payments actually received in connection with such claims (net of any costs incurred in recovering such amounts). Anything contained in this Agreement to the contrary notwithstanding, (i) Seller’s indemnification obligations under Section 13.2 with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action shall survive Closing until sixty (60) days following the expiration of the applicable statute of limitations (the “Outside FCA Claim Date”), and (ii) any claim by Purchaser with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action shall be effective and valid only if made in writing (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made against Seller) on or prior to the Outside FCA Claim Date.

13.4.2 Following the Closing, subject to the other provisions of this Article XIII, Purchaser shall look solely to the Seller and Seller Guarantor (and to none of the other Seller Indemnified Parties) with respect to any Seller Indemnifiable Damages, and shall have no recourse against any Seller Indemnified Party (other than Seller and Seller Guarantor) with respect to such Seller Indemnifiable Damages, and none of the Purchaser Indemnified Parties shall (or shall have the right to) seek, pursue or enter any judgment or collect (or attempt to collect) an amount in excess of the Seller Liability Cap with respect to claims under Section 13.2(i) and Section 13.2(ii), in the aggregate. Purchaser shall be required to notify Seller prior to the Outside Claim Date or Outside FCA Claim Date, as applicable, of any claim against Seller for Seller Indemnifiable Damages by the delivery of a written notice setting forth: (i) the dollar amount of the Seller Indemnifiable Damages claim noticed, if reasonably estimable by Purchaser; (ii) the aggregate dollar amount of all prior Seller Indemnifiable Damages pursuant to Section 13.2 of this Agreement asserted by any of the Purchaser Indemnified Parties against Seller or Seller Guarantor to date, if reasonably estimable; (iii) whether the Seller Representation and Covenant Basket (if applicable) has been exceeded; and (iv) the aggregate dollar amount of Seller Indemnifiable Damages paid to Purchaser or any other Purchaser Indemnified Party to date (each such notice, a “Notice of Claim” and such claim, a “Noticed Claim”). If Purchaser and Seller cannot mutually agree upon the settlement of any such Noticed Claim, Purchaser shall

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be deemed to have waived its right to pursue such Noticed Claim (and any right to collect from Seller with respect to such Noticed Claim), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the date that is thirty (30) days after the Outside Claim Date, or the Outside FCA Claim Date, as applicable.

13.5 Indemnification Procedures. The party or parties making a claim for indemnification under Sections 13.2 or 13.3 shall be, for purposes of this Agreement, referred to as the “Indemnified Person” and the party or the parties against whom such claims are asserted under this Section 13.5 shall be, for purposes of this Agreement, referred to as the “Indemnifying Person.” All Damages suffered by an Indemnified Person for which such Indemnified Person has a claim under this Article XIII shall be, for purposes of this Agreement, referred to as “Indemnifiable Damages.” All claims by any Indemnified Person under this Article XIII for Third Party Claims shall be asserted and resolved as follows:

13.5.1 In the event of any claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party against any Indemnified Person which is covered by the indemnification provisions of this Article XIII (in each such case, a “Third Party Claim”), the Indemnified Person shall promptly cause written notice of the assertion of such Third Party Claim to be forwarded to the Indemnifying Person (a “Notice of Third Party Claim”). The failure of the Indemnified Person to promptly deliver to the Indemnifying Person any Notice of Third Party Claim shall not release, waive or otherwise affect the Indemnifying Person’s obligations with respect thereto except to the extent that the Indemnifying Person is actually prejudiced as a result of such failure. Subject to Section 13.5.2, the Indemnifying Person on behalf of the Indemnified Person shall have the right to elect to assume control of the defense of any Third Party Claim with counsel reasonably acceptable to the Indemnified Person. The costs and expenses incurred by the Indemnifying Person in connection with such defense (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Indemnifying Person. In the event of a conflict of interest between the Indemnifying Person and the Indemnified Person as to any matter for which indemnification is required hereunder, the Indemnified Person may engage counsel of its own choice to participate in such defense (which counsel shall be reasonably satisfactory to the Indemnifying Person) and at the expense of the Indemnifying Person, in the defense of any Third Party Claim.

13.5.2 With respect to the defense of any Third Party Claim, the Indemnifying Person shall not be entitled to continue control of such defense and shall pay the costs and expenses incurred by the Indemnified Person in connection with such defense if the Indemnifying Person fails to assume control of the defense or materially fails to defend such claim.

13.5.3 If the Indemnifying Person has the right to and does elect to defend any Third Party Claim, the Indemnifying Person shall: (i) conduct the defense of such Third Party Claim actively and diligently and keep the Indemnified Person reasonably informed of material developments in the Third Party Claim at all stages thereof and (ii) to the extent practicable, permit the Indemnified Person and its counsel to confer with the Indemnifying Person and its counsel regarding the conduct of the defense thereof. Purchaser and Seller will make available to each other and each other’s counsel and accountants, without charge, all of their and their

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Affiliates’ books and records relating to the Third Party Claim, and each party (at its own expense) will render to the other party such assistance as may be reasonably required in order to ensure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other party in connection therewith; provided, however, the Indemnified Person shall not have an obligation to disclose any information or documents, that are proprietary, subject to confidentiality restrictions (unless the recipient of such information signs a confidentiality agreement reasonably acceptable to the disclosing Indemnified Person), or privileged (including pursuant to any attorney-client privilege). The Indemnified Person and the Indemnifying Person shall render, and shall cause their respective employees to render, to each other, at the sole cost and expense of the Indemnifying Person such other assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand.

13.5.4 If the Indemnifying Person has the right to and does elect to defend any Third Party Claim, the Indemnifying Person shall have the right to enter into any settlement of a Third Party Claim without the consent of the Indemnified Person provided that (i) no amount is payable by such Indemnified Person in connection with such settlement, (ii) such settlement does not involve any injunctive or other equitable relief or the contractual equivalent thereof binding upon such Indemnified Person, (iii) such settlement expressly and unconditionally releases such Indemnified Person from all liabilities and obligations with respect to such claim, with prejudice and (iv) such settlement does not include an admission of wrongdoing of or by the Indemnified Person; provided, further, that no settlement by the Indemnifying Person of a Third Party Claim shall limit or reduce the right of the Indemnified Person to indemnity hereunder for all Damages they may incur arising out of or resulting from the Third Party Claim to the extent such Indemnified Person is otherwise entitled to be indemnified pursuant to this Article XIII.

13.5.5 In calculating amounts payable to an Indemnified Person, the amount of any Indemnifiable Damages shall be determined net of (i) the present value of any tax benefit inuring to such Indemnified Person on account of such Damages, (ii) payments actually recovered by such Indemnified Person under any insurance policy with respect to such Damages, and (iii) any net prior recovery by such Indemnified Person from any third party with respect to such Damages. If the Indemnifying Person has paid the Indemnified Person pursuant to the provisions of this Article XIII with respect to a claim for which payment of the type described in clauses (ii) and (iii) of the preceding sentence is subsequently received by the Indemnified Person, the Indemnified Person will promptly pay to the Indemnifying Person the amount of such duplicative payment (net of any costs of recovery); provided, that the amount of such payment will not exceed the sums paid by the Indemnifying Person to the Indemnified Person in connection with the occurrence giving rise to the Indemnifiable Damages.

13.5.6 In respect of any Damages for which indemnification may be sought pursuant to Article XIII, the Indemnified Person shall (and shall cause its Affiliates to) (a) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages to which it may be entitled to indemnification under this Agreement except to the extent that the Indemnified Person believes in good faith that the taking of such action would have material and adverse consequences for the Indemnified Person, and (b) select the lowest cost remedy available consistent with good business practice. The terms of Section 13.5 are not intended to modify in any manner the limitations on liability set forth in Section 13.4.

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13.5.7 Notwithstanding anything to the contrary contained herein, Seller shall have the sole right to control any FCA Action including the defense, negotiation or settlement of the same, and no Indemnified Person shall have the right to participate in the same without Seller’s consent so long as Seller is conducting the defense.

13.6 Tax Treatment. Without limiting Section 13.9, for all tax purposes, the parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the Purchase Price.

13.7 Exclusive Remedy. Purchaser and Seller acknowledge and agree that following the Closing the indemnification provisions in this Article XIII shall be the exclusive remedy of Purchaser and Seller (and all other Purchaser Indemnified Parties and Seller Indemnified Parties) with respect to the Transactions.

13.8 Manner of Payment. Any indemnification payments made by Seller or Purchaser pursuant to this Article XIII shall be effected by wire transfer of immediately available funds to the accounts designated by the other party, within five (5) days after the final determination thereof.

13.9 REIT Savings Clause. Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to any Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, pursuant to this Agreement in any taxable year exceed the maximum amount that can be paid in such year without causing such party, or any direct or indirect owner of such party, in each case which is a Real Estate Investment Trust (a “REIT”), to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code (the “REIT Requirements”) for such year, determined as if the payment of such amount did not constitute income described in Section 856(C)(2)(A)-(I) and Section 856(C)(3)(A)-(I) of the Code (“Qualifying Income”) as determined by counsel or independent accountants to such party. If the maximum amount that can be paid for any taxable year under the preceding sentence is less than the amount which the indemnifying party would otherwise be obligated to pay to the applicable indemnified party pursuant to Article XIII (the amount of such deficit, the “Deficit Amount”), the such indemnified party shall so notify the indemnifying party, which shall (at the indemnified parties’ sole cost and expense) place the Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the indemnified parties, and the indemnified parties shall not be entitled to any such amount, unless and until the indemnifying party and escrow holder receive (all at the indemnified parties’ sole cost and expense) notice from the indemnified party, together with either (a) an opinion of such indemnified party’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income, (b) a ruling from the IRS stating that the receipt by the indemnified parties of the Deficit Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, or (c) a letter from the indemnified party’s independent accountants indicating the maximum amount that can be paid at that time to the indemnified parties without causing any indemnified party or any direct or indirect owner of such

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indemnified party, in each case which is a REIT, to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to such indemnified party or an opinion of the indemnified party’s tax counsel to the effect that such payment would not be treated as includible in the income of the applicable indemnified party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party’s and escrow holder’s obligation to pay any Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party and the indemnifying party shall have no obligation to make any further payments to the indemnified parties notwithstanding that such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (A) (i) the Purchaser Indemnified Parties release Seller from any claims that may arise from actions taken by Seller at the request of the Purchaser Indemnified Parties or their agents under this Section 13.9, and (ii) the Purchaser Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Seller shall have no obligation to make any further payments to any Purchaser Indemnified Party with respect to such Deficit Amounts, and (B) (i) the Seller Indemnified Parties release Purchaser from any claims that may arise from actions taken by Purchaser at the request of the Seller Indemnified Parties or their agents under this Section 13.9, and (ii) the Seller Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Purchaser shall have no obligation to make any further payments to any Seller Indemnified Party with respect to such Deficit Amounts.

13.10 Brokerage. Seller and Purchaser each represents and warrants to the other that it has not dealt with or utilized the services of any real estate broker, investment banker, sales person or finder in connection with this Agreement, other than the services of Citigroup Global Markets Inc. in its capacity as financial advisor to Seller (“Financial Advisor”). Seller shall pay any and all fees that may be due and payable to Financial Advisor in connection with the Transactions pursuant to a separate agreement with Financial Advisor. Each party agrees to indemnify, hold harmless, and, if requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved by the indemnitee) the other party from and against any breach of the terms of this Section 13.10 and any Damages relating to brokerage commissions and finder’s fees arising from or attributable to the acts or omissions of the indemnifying party.

ARTICLE XIV

MISCELLANEOUS

14.1 Binding Effect of Agreement. This Agreement shall not be binding on either party until executed by both Purchaser and Seller and the Deposit is received by Escrow Agent. Escrow Agent’s execution of this Agreement shall not be a prerequisite to the effectiveness of this Agreement. Subject to Section 14.3, this Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors and permitted assigns.

14.2 Exhibits; Schedules; Annexes. All Exhibits, Schedules and Annexes, whether or not annexed hereto, are a part of this Agreement for all purposes.

14.3 Assignability. This Agreement is not assignable by either party without first obtaining the prior written approval of the other party hereto. Notwithstanding the foregoing, Purchaser may assign this Agreement, without first obtaining the prior written approval of Seller,

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to an Affiliate of Purchaser so long as Purchaser shall not be released from its liability hereunder and Purchaser provides written notice to Seller of any such proposed assignment. Notwithstanding anything to the contrary contained in this Agreement, Purchaser’s right to appoint, or direct assignment of any of the Property to, a designee shall be limited to any designee that is an Affiliate of Purchaser.

14.4 Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

14.5 Number and Gender of Words. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

14.6 Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be (a) personally delivered; (b) sent by a nationally-recognized overnight delivery service; (c) sent by certified or registered mail, return receipt requested; or (d) sent by electronic delivery with an original copy thereof transmitted to the recipient by one of the means described in subsections (a) through (c) no later than three (3) Business Days thereafter. All notices shall be deemed effective when actually delivered; provided, however, that if the notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this paragraph, then the first attempted delivery shall be deemed to constitute delivery. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent to the addressee at its address set forth following its name below:

To Purchaser:	c/o Fortress Investment Group
	1345 Avenue of the Americas
	New York, NY 10105
	Attn: Cameron MacDougall
With a copy to:	c/o Fortress Investment Group LLC
	2901 North Dallas Parkway, Suite 380
	Plano, TX 75093
	Attn: Matthew Lucas
	Email: mlucas@fortress.com
With a copy to:	Kutak Rock LLP
	1801 California Street
	Suite 3000

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	Denver, CO 80202
	Attn: William S. Martin
	Fax: (303) 292-7799
	Email: william.martin@kutakrock.com
To Seller:	c/o Holiday Retirement 5885 Meadows Road, Suite 500 Lake Oswego, Oregon 97035 Attention: Chief Legal Officer Email: legal@holidaytouch.com
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP 155 North Wacker Drive, Suite 2700 Chicago, Illinois 60606 Attention: Nancy M. Olson Email: nancy.olson@skadden.com

Any notice required hereunder to be delivered to the Escrow Agent shall be delivered in accordance with above provisions as follows:

First American Title Insurance Company

1125 17th Street, Suite 500

Denver, CO 80202

Attention: Katie L. Miller

Email: katiemiller@firstam.com

Unless specifically required to be delivered to the Escrow Agent pursuant to the terms of this Agreement, no notice hereunder must be delivered to the Escrow Agent in order to be effective so long as it is delivered to the other party in accordance with the above provisions.

14.7 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to any principles regarding conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of Purchaser and Seller shall submit to the exclusive jurisdiction of the state courts of the State of New York in New York County and to the jurisdiction of the United States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Agreement or as otherwise permitted by such law, shall be necessary in order to confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the

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suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and further agrees to waive, to the fullest extent permitted under applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which Seller, Purchaser or their successors or permitted assigns are entitled pursuant to the final judgment of any court having jurisdiction.

14.8 Entire Agreement. This Agreement embodies the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations, understandings and contracts, whether written or oral.

14.9 Amendments. This Agreement shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties; provided, however, that, the signature of the Escrow Agent shall not be required as to any amendment of this Agreement other than an amendment of Section 2.3.

14.10 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.11 Multiple Counterparts/Facsimile Signatures. This Agreement may be executed in a number of identical counterparts. This Agreement may be executed by facsimile signatures or electronic delivery of signatures which shall be binding on the parties hereto.

14.12 Construction. No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, being represented by counsel, having fully participated in the negotiation of this instrument.

14.13 Confidentiality/Press Releases. Each party hereto agrees that the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and all other non-public information received from or otherwise relating to, the Property (or any portion thereof), Purchaser and/or Seller or their respective Affiliates shall be, and be kept, confidential, and shall not be disclosed or otherwise released to any other Person (other than by the party to such party’s Affiliates), without the written consent of Purchaser or Seller, as applicable. Any information obtained by Purchaser in the course of its inspection of the Property, and any Materials provided by Seller to Purchaser hereunder, in each case that is proprietary to Seller (including, without limitation, information regarding Seller’s operating results from the Property) shall be confidential and Purchaser shall be prohibited from making public or disclosing such information to any other Person, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion. The obligations of the parties hereunder shall not apply in the following instances:

14.13.1 to the extent that the disclosure of information otherwise determined to be confidential is required by legal requirements, or by any regulations or securities exchange listing rules applicable to such party or its Affiliates, provided that (A) prior to disclosing such confidential information, such disclosing party shall notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is required to be disclosed; and (B) such disclosing party shall, if requested by the other party and, to the extent practicable, provide reasonable cooperation with the other party to protect the continued confidentiality thereof;

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14.13.2 the disclosure of confidential information to any directors, officers, employees, consultants, financial advisors, other professional advisors, shareholders, investors and lenders (both actual and potential) of a party who agree to hold confidential such information substantially in accordance with this Section 14.13 or who are otherwise bound by a duty of confidentiality to such party; and

14.13.3 Purchaser (or any of its Affiliates) shall have the right to disclose such confidential information as is, in the opinion of Purchaser’s counsel, required to be disclosed in connection with Purchaser’s (or any of its Affiliates’) quarterly earnings results or financing activities.

14.13.4 All pre-Closing publicity concerning the Transactions shall be jointly planned, coordinated, approved and released by and among the Seller and Purchaser, and no other press release shall be made by either party; provided, however, that nothing herein shall prohibit either party from making any press release or disclosure as may be permitted pursuant to Section 14.13(a).

14.14 Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement and any aspect thereof.

14.15 Waiver. No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Agreement shall be established by conduct, custom, or course of dealing and all waivers must be in writing and signed by the waiving party.

14.16 Time Periods. All times referenced herein shall be as determined under the Central Time Zone of the United States. Should the last day of a time period contemplated by this Agreement fall on a day other than a Business Day, the next Business Day thereafter shall be considered the end of the time period.

14.17 No Personal Liability of Officers, Trustees or Directors. Purchaser acknowledges that this Agreement is entered into by and among Seller, Seller Guarantor and Purchaser, and Purchaser agrees that none of the Seller Indemnified Parties (other than Seller and Seller Guarantor) shall have any personal liability under this Agreement or any document executed in connection with the Transactions. Seller acknowledges that this Agreement is entered into by and among Seller, Seller Guarantor and Purchaser, and Purchaser agrees that none of Purchaser Indemnified Parties (other than Purchaser) shall have any personal liability under this Agreement or any document executed in connection with the Transactions.

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14.18 No Recording. Purchaser shall not cause or allow this Agreement or any contract or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or become a public record without Seller’s prior written consent, which consent may be withheld at Seller’s sole discretion. If Purchaser records this Agreement or any other memorandum or evidence thereof, Purchaser shall be in default of its obligations under this Agreement.

14.19 Relationship of Parties. Purchaser and Seller acknowledge and agree that the relationship established between the parties pursuant to this Agreement is only that of a seller and a purchaser of property. Neither Purchaser nor Seller is, nor shall either hold itself out to be, the agent, employee, joint venturer or partner of the other party.

14.20 Non-Solicitation. Until the earlier of the termination of this Agreement or the Closing, Purchaser shall not (and shall not permit any of Purchaser’s Affiliates), without the prior written consent of the Seller, take hire, solicit or entice any employee of Seller (or any employee of any Affiliate of Seller) to leave the employment of, or terminate the engagement by, Seller or its Affiliate.

14.21 Survival. The provisions of Section 2.3, Section 4.4, Section 4.5, Section 5.4, Section 8.1, Section 8.2, Article IX, Article X, Section 11.1, Article XII, Section 13.9 and this Article XIV (excluding Section 14.20) shall survive the termination of this Agreement. The provisions of Section 2.2.3, Section 2.3, Section 3.1, Article V, Article VI, Article XIII and this Article XIV (excluding Section 14.20) shall survive the Closing.

14.22 Multiple Purchasers. As used in this Agreement, the term “Purchaser” includes all entities acquiring any interest in the Property at the Closing, including, without limitation, any assignee(s) of the original Purchaser pursuant to Section 14.3 of this Agreement. In the event that “Purchaser” has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Purchaser hereunder. If Seller delivers notice to one Purchaser hereunder, such notice shall be deemed delivered to each Purchaser.

14.23 Multiple Sellers. In the event that “Seller” has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Seller hereunder. If Purchaser delivers notice to one Seller hereunder, such notice shall be deemed delivered to each Seller.

14.24 Seller Guarantor.

14.24.1 Seller Guarantor acknowledges and agrees that it is an affiliate of Seller and that the consummation of the Transactions will provide substantial and direct benefit to Seller Guarantor. As an inducement to Purchaser to enter into this Agreement, Seller Guarantor, for value received, subject to the terms contained herein, does hereby unconditionally, absolutely and irrevocably, guarantee, as principal and not as surety, (a) the due and punctual payment of all monetary obligations hereafter due and payable by Seller under Article XIII of this Agreement and (b) Purchaser’s Expenses if and only if Purchaser is entitled to recover the same pursuant to

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the provisions of Section 10.2 (collectively, the “Seller Guaranty”). This Seller Guaranty is unconditional, absolute and irrevocable irrespective of circumstances which might otherwise constitute a legal or equitable discharge of, or any defense, setoff or counterclaim available to, Seller Guarantor. Seller Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the payment of all monetary obligations hereafter due and payable by Seller under Article XIII of this Agreement. The guarantee under this Section 14.24 constitutes a guarantee of payment when due and not merely of collection.

14.24.2 For the purpose of inducing Purchaser to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller Guarantor represents and warrants to Purchaser the following as of the Effective Date:

14.24.2.1 Seller Guarantor is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware.

14.24.2.2 Seller Guarantor, acting through any of its or their duly empowered and authorized officers or members, has full power and authority to enter into this Agreement and to perform its obligations hereunder, and no consent of any of Seller Guarantor’s partners, directors, officers or members are required to so empower or authorize Seller Guarantor. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Seller Guarantor is a party or by which Seller Guarantor is otherwise bound, which conflict, breach or default would have a material adverse effect on Seller Guarantor’s ability to perform its obligations hereunder or (ii) result in a violation or breach, in any material respect, of any legal requirement applicable to Seller Guarantor or by which Seller Guarantor or the property of Seller Guarantor is bound.

14.24.2.3 This Agreement is a valid and binding agreement, enforceable against Seller Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

14.24.2.4 No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any applicable governmental authority is required to be obtained or made by Seller Guarantor in connection with the execution and delivery of this Agreement, or the consummation of the Transactions which Seller Guarantor has not already obtained or made.

14.24.2.5 In the event that Seller Guarantor, after the Closing, enters into an agreement while this Seller Guaranty remains in effect pursuant to which Seller Guarantor agrees to sell or transfer all or substantially all of its assets or to consummate any other transaction, and the Net Worth of Seller Guarantor immediately following the consummation of such transaction (excluding the cash proceeds of such sale or transfer or other transaction) is reasonably estimated to be less than $100,000,000, Seller Guarantor shall prior to the consummation of such transaction (i) cause a replacement guarantor with a Net Worth in

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excess of $100,000,000 to assume in writing the obligations of Seller Guarantor under this Seller Guaranty, or (ii) escrow funds with Escrow Agent in an amount satisfactory to Purchaser in its sole discretion (the “Escrow Funds”), in which case this Seller Guaranty shall automatically terminate and the Escrow Funds shall be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller Guarantor and Purchaser and used for the purpose of satisfying the Seller Indemnifiable Damages, if any.

14.25 Post-Closing Cooperation.

14.25.1 [Intentionally Deleted]

14.25.2 At any time and from time to time within a period of three (3) years after the Closing, Seller shall use its best efforts to assist Purchaser (at Purchaser’s sole cost and expense) in (i) the preparation of any and all historical and pro forma financial statements relating to the Property as determined by Purchaser are necessary for Purchaser or its Affiliate to satisfy the requirements under applicable rules and regulations of the Securities and Exchange Commission, including, without limitation, by obtaining and providing relevant data and providing access to individuals with knowledge of such data; (ii) obtaining an unqualified audit opinion in accordance with GAAP from Ernst & Young LLP (or such other registered independent accounting firm as Purchaser shall specify, the “Accounting Firm”) with respect to such financial statements (including the consent of the Accounting Firm to the inclusion of such opinion in one or more reports or registration statements that may be filed by Purchaser or its Affiliates with the Securities and Exchange Commission); (iii) causing the Accounting Firm to issue one or more customary comfort letters with respect to the financial information of Seller or Purchaser; and (iv) causing the Accounting Firm to perform a review of any interim financial periods in accordance with AU 722 as promulgated by the Public Company Accounting Oversight Board in order to be able to provide customary comfort with respect to such periods. Without limiting the foregoing, Seller shall, promptly following the request of the Accounting Firm, cause to be delivered to the Accounting Firm a representation letter in such form as may be reasonably requested by the Accounting Firm. Upon receipt by Seller of Purchaser’s reasonable written request at any time and from time to time within a period of three (3) years after the Closing, Seller shall, at Seller’s principal place of business, during Seller’s normal business hours, make all records relating to the Property available to Purchaser for inspection and copying (at Purchaser’s sole cost and expense).

14.26 Further Assurances. In addition to the acts and deeds recited herein and contemplated to be performed, executed or delivered by Seller or Purchaser, Seller or Purchaser, as applicable, hereby agrees to perform, execute and deliver, or cause to be performed, executed and delivered, on the Closing Date or thereafter any and all such further acts, deeds and assurances Seller or Purchaser, as applicable, may reasonably require in order to consummate fully the transactions contemplated hereunder.

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14.27 Bulk Sales Laws. Seller hereby waives Purchaser’s compliance with the bulk transfer provisions of the state in which the Property is located or similar laws. Seller shall comply with the bulk transfer provisions of the state in which the Property is located or similar laws and indemnify, protect, defend and hold harmless Purchaser for any loss related thereto.

14.28 WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

[Remainder of page intentionally left blank.]

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NOW, THEREFORE, the parties hereto have executed this Agreement as of the date first set forth above.

Seller:
HARVEST ASPEN MEADOWS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST ECHO RIDGE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST HOLIDAY HILLS ESTATES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
FLINT RETIREMENT RESIDENCE LLC, a Delaware limited liability company
By:	HARVEST MEZZANINE II LLC, a Delaware limited liability company

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

LITTLE ROCK RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
HANFORD RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
PARKROSE RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	HARVEST GENERAL PARTNER I LLC, a Delaware limited liability company

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

HARVEST ARCADIA PLACE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST GREENWOOD TERRACE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST NIAGARA VILLAGE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST QUAIL RUN ESTATES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST REDBUD HILLS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST UNIVERSITY PINES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST MONTARA MEADOWS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
MACON RETIREMENT RESIDENCE LLC, a Delaware limited liability company
WILMINGTON RETIREMENT RESIDENCE LLC, a Delaware limited liability company
By:	HARVEST MEZZANINE I LLC, a Delaware limited liability company

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

ESCONDIDO RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
NAPA RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Washington limited partnership
By:	HARVEST GENERAL PARTNER II LLC, a Delaware limited liability company

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

KALAMA HEIGHTS RETIREMENT RESIDENCE L.L.C., a Washington limited liability company
BEND RETIREMENT RESIDENCE LLC, an Oregon limited liability company
BURLINGTON RETIREMENT RESIDENCE LLC, an Oregon limited liability company
HILTON HEAD RETIREMENT RESIDENCE LIMITED LIABILITY COMPANY, an Oregon limited liability company
JACKSONVILLE RETIREMENT RESIDENCE LLC, an Oregon limited liability company
MADISON RETIREMENT RESIDENCE LLC, an Oregon limited liability company
OCALA RETIREMENT RESIDENCE LLC, an Oregon limited liability company
DENVER RETIREMENT RESIDENCE LIMITED LIABILITY COMPANY, an Oregon limited liability company
TOLEDO RETIREMENT RESIDENCE LLC, an Oregon limited liability company
By:	HARVEST MANAGING MEMBER I LLC, a Delaware limited liability company

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

EXECUTED FOR THE SOLE PURPOSE OF
AGREEING TO BE BOUND BY SECTION 14.24
Seller Guarantor:
Harvest Facility Holdings LP, a Delaware limited partnership
By:	Harvest Facility Holdings GP LLC, a Delaware limited liability company, its general partner

By:
Name:	Scott Shanaberger
Title:	Chief Financial Officer

Purchaser:

NIC Acquisitions LLC, a

Delaware limited liability company

By:

Name:

Title:

EXHIBIT A

LEGAL DESCRIPTIONS

Aspen View

Property Address: 3075 Avenue C, Billings, MT 59102

Real property in the City of Billings, County of Yellowstone, State of Montana, described as follows:

Lot 18A, Block 4, of Amended Plat of Lots 1 through 12 and Lots 18 through 21, Block 4, of Judd Center Subdivision, in the City of Billings, Yellowstone County, Montana, according to the official plat on file in the office of the Clerk and Recorder of said County, under Document #1609913.

Exhibit A-1

Augustine Landing

Property Address: 10141 Old Street Augustine Road, Jacksonville, FL 32257

Real property in the City of Jacksonville, County of Duval, State of Florida, described as follows:

A PORTION OF GOVERNMENT LOT 1 OF THE SOUTHEAST ONE-QUARTER OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 27 EAST, DUVAL COUNTY, FLORIDA, BEING THAT LAND DESCRIBED AS PARCELS 4, 5 AND A PORTION OF PARCEL 7 AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, LYING EAST OF OLD ST. AUGUSTINE ROAD (A 100 FOOT RIGHT OF WAY, AS NOW ESTABLISHED). BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM #2117) AT THE INTERSECTION OF THE EASTERLY RIGHT OF WAY LINE OF SAID OLD ST. AUGUSTINE ROAD WITH THE NORTHERLY LINE OF SAID GOVERNMENT LOT 1, ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 5, HUNTINGTON FOREST UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 78 AND 78A OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 33° 30’36” EAST, ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 357.62 FEET TO A FOUND ONE HALF INCH IRON PIPE (STAMPED CLARY & ASSOC.). BEING AN ANGLE POINT IN SAID RIGHT OF WAY LINE AND THE NORTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 33°17’35” EAST ALONG THE SOUTHWESTERLY LINE OF LAST SAID LANDS AND SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 205.81 FEET TO A 2 INCH IRON PIPE (NO IDENTIFICATION). BEING THE SOUTHWESTERLY CORNER OF THOSE LAST MENTIONED LANDS AND THE NORTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 5, AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, SAID 2 INCH IRON PIPE (NO IDENTIFICATION) BEING THE POINT OF BEGINNING; THENCE NORTH 56° 14’59” EAST, ALONG THE NORTHWESTERLY LINE OF LAST SAID LANDS AND THE SOUTHEASTERLY LINE OF SAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382, A DISTANCE OF 194.77 FEET TO A ONE HALF INCH IRON PIPE (STAMPED CLARY MILLER). BEING THE SOUTHEASTERLY CORNER OF THOSE LAST MENTIONED LANDS AND THE SOUTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 7, AS RECORDED IN OFFICIAL PUBLIC RECORDS VOLUME 6254, PAGE 987; THENCE NORTH 33°05’58” WEST, ALONG THE SOUTHWESTERLY LINE OF LAST SAID LANDS AND THE NORTHEASTERLY LINE OF SAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382, A DISTANCE OF 25.03 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586); THENCE NORTH 54°48’50” EAST, A DISTANCE OF 378.53 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586). SAID IRON PIPE BEING SITUATE IN THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE NORTH 89°18’07” EAST, ALONG LAST SAID LINE, A DISTANCE OF 150.75 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586). AT THE INTERSECTION WITH THE WESTERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE SOUTH 00°36’51” EAST, ALONG LAST SAID LINE, A DISTANCE OF 102.34 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM/2117). AT THE INTERSECTION WITH THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE;

Exhibit A-2

THENCE SOUTH 87°47’19” EAST, ALONG LAST SAID LINE, A DISTANCE 105.00 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM/2117); BEING AN ANGLE POINT IN THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE CONTINUE SOUTH 62°16’51” EAST, ALONG LAST SAID LINE, A DISTANCE OF 2.94 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (UNABLE TO READ IDENTIFICATION); BEING THE NORTHWEST BOUNDARY CORNER OF LOT 4D, RAINTREE UNIT ONE, AS RECORDED IN PLAT BOOK 39, PAGES 9, 9A, 9B, 9C AND 9D, INCLUSIVE OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 02°27’06” EAST, ALONG THE WESTERLY BOUNDARY LINE OF SAID RAINTREE, UNIT ONE, A DISTANCE OF 56.57 FEET TO THE SOUTHEASTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 5, AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, AND THE NORTHEASTERLY CORNER OF AFORESAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 5939, PAGE 1897; THENCE SOUTH 55°06’01” WEST, ALONG THE NORTHWESTERLY LINE OF LAST SAID LANDS AND THE SOUTHEASTERLY LINE OF SAID PARCELS 4 AND 5 RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, A DISTANCE OF 698.19 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586); BEING THE SOUTHWESTERLY CORNER OF SAID PARCEL 4, AND THE NORTHWESTERLY CORNER OF THOSE AFORESAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 5939, PAGE 1897, SAID IRON PIPE BEING SITUATE IN AFORESAID EASTERLY RIGHT OF WAY LINE OF OLD ST. AUGUSTINE ROAD; THENCE NORTH 34°22’30” WEST ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 260.00 FEET TO THE POINT OF BEGINNING.

APN: 148992-0050

Exhibit A-3

Andover Place

Property Address: 2601 Andover Court, Little Rock, AR 72227

Real property in the City of Little Rock, County of Pulaski, State of Arkansas, described as follows:

Little Rock Retirement Residence, an Addition to the City of Little Rock, Pulaski County, Arkansas, as shown in Plat Book C at Page 563.

Together with an easement for ingress and egress, drainage and utilities over and across the following described property:

Part of The SW 1/4 of The NW 1/4 of The SE 1/4 of Section 26, Township 2 North, Range 13 West, Pulaski County, Arkansas, and being more particularly described as follows: Commencing at the Southeast Corner of the above SW 1/4 of The NW 1/4 of these 1/4 of Section 26; Thence North 00 Degrees 8’00” East, along the East line thereof, 545.25 feet to the Northeast Corner of Little Rock Retirement Residence addition; Thence along the North line of the Little Rock Retirement Residence the following courses and distances; Thence South 75 Degrees 51’38” West, 49.23 feet; Thence South 45 Degrees 58’16” West 17.72 feet to the Point of Beginning; Thence South 45 Degrees 58’16” West 7.84 feet; Thence leaving the North line of the above said Little Rock Retirement Residence addition, North 0 Degrees 22’36” West, 4.23 feet; Thence North 77 Degrees 52’50” East, 5.79 feet to the Point of Beginning,

and

Commencing at the Southeast Corner of the above said SW 1/4 of the NW 1/4 of these 1/4 of Section 26; Thence North 00 Degrees 8’00” East, along the East line thereof, 545.25 feet to the Northeast Corner of Little Rock Retirement Residence addition; Thence along the North line of the Little Rock Retirement Residence the following courses and distances; Thence South 75 Degrees 51’36” West, 49.23 feet; Thence South 45 Degrees 58’16” West 71.10 feet to the Point of Beginning; Thence South 45 Degrees 58’16” West, 12.35 feet; Thence South 43 Degrees 32’59” West, 54.43 feet to the Easterly Right-of-Way line of Andover Court; Thence along the Easterly Right-of-Way line of Andover Court on the arc of a curve to the left (said curve having a radius of 388.10 feet and a Delta of 5 Degrees 51’27”) and a chord bearing and distance of North 1 Degrees 32’32” East, 39.66 feet; Thence along the arc of a curve to the left (said curve having a radius of 15.0 feet and a Delta of 13 Degrees 10’08”) and a chord bearing and distance of North 85 Degrees 36’44” East, 3.44 feet; Thence North 79 Degrees 01’41” East, 42.66 feet to the Point of Beginning.

Parcel ID: 43L0580500100

Exhibit A-4

Arcadia Place

Property Address: 1080 Arcadia Avenue, Vista, CA 92084

Real property in the City of Vista, County of San Diego, State of California, described as follows:

LOTS 46 AND 47 OF MULL ESTATES, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2185, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 2, 1930.

EXCEPTING THEREFROM THE EAST 20.00 FEET OF SAID LOTS 46 AND 47 TOGETHER WITH ALL THAT PORTION OF EAST VISTA WAY, FORMERLY INLAND HIGHWAY, WITHIN SAID SUBDIVISION ADJOINING SAID LOTS ON THE EAST.

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LOT 47 LYING WESTERLY OF THE WEST LINE OF SAID EAST 20.00 FEET AND LYING SOUTHEASTERLY OF A 25.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY THAT IS TANGENT BOTH TO SAID WEST LINE OF THE EAST 20.00 FEET OF LOT 47 AND TO THE SOUTH LINE OF SAID LOT.

APN: 173-041-25-00

Exhibit A-5

Elm Park Estates

Property Address: 4230 Elm View Road, Roanoke, VA 24018

Real property in the City of Roanoke, County of Roanoke, State of Virginia, described as follows:

ALL that certain lot, piece or parcel of land, with all improvements thereon and appurtenances thereto belonging, lying and being in the County of Roanoke, Virginia shown and designated as “New Lot 1” on plat entitled, “PLAT SHOWING SUBDIVISION AND COMBINATION OF OMN #077.20-01-51.00-0000 PROPERTY OF ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARTNERSHIP D.B. 1434, PG.930 AND OMN #077.20-01-48.00-0000 PROPERTY OF DNAL HOLDINGS III, LLC INSTRUMENT #200612671 CREATING HEREON NEW LOT 1 – 6.0962 AC. PROPERTY OF ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARNERSHIP AND NEW LOT 2 – 9.4334 AC. PROPERTY OF DNAL HOLDINGS III, LLC SITATED ALONG ELEM VIEW ROAD CAVE SPRING MAGISTERIAL DISTRICT ROANOKE COUNTY, VIRGINIA” recorded in the Clerk’s Office, Circuit Court, Roanoke County, Virginia, as Instrument No. 200613943, to which plat reference is hereby made for a more particular description of the property hereby conveyed.

Exhibit A-6

Echo Ridge

Property Address: 8458 Gleason Drive, Knoxville, TN 37919

Real property in the City of Knoxville, County of Knox, State of Tennessee, described as follows:

SITUATED IN SIXTH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE AND WITHIN THE 46TH WARD OF THE CITY OF KNOXVILLE, TENNESSEE AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN EXISTING IRON PIN IN THE SOUTH MARGIN OF GLEASON DRIVE, LOCATED 247 FEET, MORE OR LESS IN A NORTHEASTERLY DIRECTION FROM THE INTERSECTION OF THE EAST MARGIN OF GALLAHER VIEW ROAD WITH THE SOUTH MARGIN OF GLEASON DRIVE; THENCE WITH THE SOUTH MARGIN OF GLEASON DRIVE, NORTH 72 DEGREES 46 MINUTES 15 SECONDS EAST, 493.88 FEET TO A SET IRON PIN; THENCE LEAVING THE SOUTH MARGIN OF GLEASON DRIVE AND WITH THE WEST LINE OF KNOXVILLE RETIREMENT INVESTORS, LTD, (WARRANTY DEED BOOK 1970, PAGE 1088), SOUTH 25 DEGREES 18 MINUTES 47 SECONDS EAST 904.38 FEET TO A SET IRON PIN IN THE LINE OF RONALD B. ANDERSON AND ROBERT A. ANDERSON (WARRANTY DEED BOOK 2036, PAGE 570); THENCE WITH ANDERSON’S LINE NORTH 77 DEGREES 35 MINUTES WEST, 618.28 FEET TO AN EXISTING IRON PIN; THENCE CONTINUING WITH ANDERSON’S LINE NORTH 25 DEGREES 18 MINUTES 37 SECONDS WEST 286.40 FEET TO AN EXISTING IRON PIN; THENCE CONTINUING WITH ANDERSON’S LINE NORTH 25 DEGREES 18 MINUTES 37 SECONDS WEST 309.08 FEET TO THE POINT OF BEGINNING.

BEING THE SAME PROPERTY CONVEYED TO HARVEST ECHO RIDGE RETIREMENT RESIDENCE LLC BY QUIT CLAIM DEED OF RECORD IN INSTRUMENT NO. 20070320-0076250 IN THE REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE.

Exhibit A-7

Genesee Gardens

Property Address: 4495 Calkins Road, Flint Township, MI 48532

Real property in the City of Flint Township, County of Genesee, State of Michigan, described as follows:

Parcel V (Southeast corner of Calkins Road and Linden Road)

Part of the Northwest 1/4 of Section 16, Township 7 North, Range 6 East, Flint Township, Genesee County, Michigan, more particularly described as follows: Beginning at the Northwest corner of Section 16, Township 7 North, Range 6 East; thence North 89 degrees 52 minutes 15 seconds East 436.71 feet along the centerline of Calkins Road; thence South 00 degrees 00 minutes 00 seconds East 608.33 feet; thence North 75 degrees 27 minutes 52 seconds West 295.28 feet; thence North 76 degrees 12 minutes 43 seconds West 76.20 feet; thence North 90 degrees 00 minutes 00 seconds West 76.90 feet to a point on the West line of said Section 16; thence North 00 degrees 00 minutes 00 seconds West 515.08 feet along said West line of Section 16, to the point of beginning.

Exhibit A-8

Pinegate

Property Address: 300 Charter Boulevard, Macon, GA 31210

Real property in the City of Macon, County of Bibb, State of Georgia, described as follows:

All that tract or parcel of land lying and being in Land Lot 338 of the 13th District, City of Macon, Bibb County, Georgia, and being more particularly described as follows:

Beginning at a point at the intersection of the Northeast right of way line of U.S. Highway No. 23 and 41 (a/k/a Forsyth Road) (variable right of way) and the Northwest right of way line of Charter Boulevard (80-foot right of way); run thence along the Northeast right of way line of U.S. Highway No. 23 and 41 the following courses and distances: North 54 degrees 37 minutes 07 seconds West a distance of 41.25 feet to a concrete right of way monument; North 57 degrees 17 minutes 59 seconds West a distance of 253.47 feet to a concrete right of way monument; North 52 degrees 09 minutes 19 seconds West a distance of 150.47 feet to a concrete right of way monument; North 57 degrees 38 minutes 41 seconds West a distance of 63.00 feet to a point; thence leaving said right of way line run North 38 degrees 06 minutes 11 seconds East a distance of 360.50 feet to a point; run thence South 51 degrees 53 minutes 49 seconds East a distance of 47.61 feet to a point; run thence south 81 degrees 53 minutes 49 seconds East a distance of 161.50 feet to a point; run thence south 59 degrees 53 minutes 49 seconds East a distance of 173.00 feet to a point; run thence North 63 degrees 48 minutes 27 seconds East a distance of 124.72 feet to a point on the West right of way line of Charter Boulevard; run thence in a southerly and southwesterly direction along said right of way line the following courses and distances; along the arc of a curve to the right an arc distance of 292.72 feet to a  ¹⁄₂-inch rebar (said arc having a radius of 440.00 feet and being subtended by a chord bearing South 19 degrees 02 minutes 50 seconds West a distance of 287.35 feet); South 38 degrees 06 minutes 11 seconds West 247.69 feet to a point; South 38 degrees 06 minutes 11 seconds West 25.70 feet to a point at the intersection of the Northeast right of way line of U.S. Highway No. 23 and 41 (a/k/a Forsyth Road) and the Northwest right of way line of Charter Boulevard, said point being the Point of Beginning; said parcel containing 4.99 acres as Tract MRR-1 and .01 acre as Tract MRR-2, said tracts being shown on and described according to that certain survey entitled “ALTA/ACSM Land Title Survey & Topographical Survey of Macon Retirement Residence for Colson & Colson Construction Co.”, prepared by Collins & Company, bearing the seal and certification of Jesse Collins, Jr., Georgia Registered Land Surveyor No. 2085, dated June 2, 2000, last revised August 9, 2000, and that certain survey entitled “Subdivision Survey for Macon Retirement Residence, Colson & Colson Construction Co.”, which said survey is recorded in Plat Book 90, Page 16, Records of Bibb County, Georgia, said surveys being incorporated herein by reference.

Together with and as an appurtenance to the above-described tract of land that certain sanitary sewer easement described in and granted by Sanitary Sewer Easement Agreement by and among GFSE Holdings, L.L.C., a Georgia limited liability company, Macon Retirement Residence LLC, a Delaware limited liability company and Macon Northside Hospital, L.L.C., a Georgia limited liability company, dated as of November 7, 2000, filed for record November 10, 2000 at 1:30 p.m., recorded in Deed Book 4787, Page 38, Records of Bibb County, Georgia.

Exhibit A-9

And also together with and as an appurtenance to the above-described tract of land those certain easements which benefit said tract and which are described in and granted by Easement Agreement with Covenants and Restrictions by and between Macon Northside Hospital, L.L.C., a Georgia limited liability company and Macon Retirement Residence, L.L.C., a Delaware limited liability company, dated October 31, 2000, filed for record November 10, 2000 at 1:30 p.m., recorded in Deed Book 4787, Page 18, aforesaid records.

Exhibit A-10

Alexis Gardens

Property Address: 4560 West Alexis Road, Toledo, OH 43623

Real property in the City of Toledo, County of Lucas, State of Ohio, described as follows:

Parcel I (Parcel No. 24-00301):

A parcel of land being part of the Southwest 1/4 of the Southeast 1/4 of Section 1, Town 9, South, Range 6 East, in the City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Southwest corner of the said Southeast 1/4 of Section 1;

Thence in an Easterly direction along the South line of the said Southeast 1/4 of Section 1, having an assumed bearing of North 88º 16’ 01” East, a distance of 683.28 feet to the intersection of the East line of the West 20.48 acres (so-called) of the Southwest 1/4 of the Southeast 1/4 of Section 1, said intersection being the true point of beginning;

Thence North 00º 00’ 00” East along the said East line of the West 20.48 acres (so-called) of the Southwest 1/4 of the Southeast 1/4 of Section 1, a distance of 220.61 feet to a point;

Thence South 56º 19’ 03” East along a line, a distance of 360.77 feet to a point; said point being 200.00 feet Northwesterly of the centerline of Alexis Road as measured at right angles to the said centerline of Alexis Road;

Thence South 22º 02’ 20” East along a line drawn at right angles to the said centerline of Alexis Road, a distance of 12.20 feet to the intersection of the said South line of the Southeast 1/4 of Section 1;

Thence South 88º 16’ 01” West along the said South line of the Southeast 1/4 of Section 1, a distance of 304.92 feet to the true point of beginning.

Parcel II (Parcel No. 24-01009):

A parcel of land being a part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Township 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, and being more particularly described as follows:

Commencing at an iron pin at the Northwest corner of the Northeast 1/4 of Section 12, Township 9 South, Range 6 East;

Thence North 88º 16’ 47” East on the North line of the Northeast 1/4, a distance of 297.00 feet to an iron pipe, said iron pipe being the true point of beginning of the parcel herein described;

Exhibit A-11

Thence continuing North 88º 16’ 47” East on the North line of the Northeast 1/4, a distance of 196.50 feet to an iron pipe;

Thence South 07º 34’ 59” East, a distance of 271.18 feet to an iron pipe on the Northerly right-of-way line of Alexis Road;

Thence continuing South 07º 34’ 59” East, a distance of 30.13 feet to a point on the centerline of Alexis Road;

Thence South 77º 09’ 48” West on the centerline of Alexis Road, a distance of 105.50 feet to a brass plate;

Thence South 79º 43’ 38” West and continuing on the centerline of Alexis Road, a distance of 117.26 feet to a point;

Thence North 03º 02’ 37” West, a distance of 30.21 feet to a concrete monument found at the Southeast corner of Lot Number 1 of the Robertson Addition;

Thence continuing North 03º 02’ 37” West on the East line of Lot Number 1 of Robertson Addition, a distance of 169.79 feet to a concrete monument;

Thence continuing North 03º 02’ 37” West, a distance of 137.60 feet to the true point of beginning of the parcel herein described.

Excepting therefrom that pat deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410.

Parcel III (Parcel No. 24-01017):

That part of the West 4.88 acres of that part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, lying North of the center of Alexis Road and described as follows:

Beginning at the Northeast corner of said 4.88 acres;

Thence South along the Easterly line of said 4.88 acres to the center of Alexis Road;

Thence in a Westerly direction along the center line of Alexis Road, a distance of 120 feet;

Thence in a Northerly direction to a point on the North line of said 4.88 acres, 145 feet West of the Northeast corner of said 4.88 acres;

Thence East along the Northerly line of said 4.88 acres to the place of beginning.

Excepting therefrom that part deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410.

Exhibit A-12

Parcel IV (Parcel No. 24-01014):

Tract I:

The East 2.7509 acres of that part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East in the City of Toledo, Lucas County, Ohio, lying Northerly of the centerline of Toledo and Sylvania Plank Road, so-called, less a parcel of land being part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Northwest corner of the said Northeast 1/4 of Section 12;

Thence in an Easterly direction along the North line of the said Northeast 1/4 of Section 12, having an assumed bearing of North 88º 16’ 47” East, a distance of 988.20 feet to the intersection of a line drawn at right angles to the centerline of Alexis Road, said intersection being the true point of beginning;

Thence continuing North 88º 16’ 47” East along the said North line of the Northeast 1/4 of Section 12, a distance of 428.16 feet to the intersection of the East line of the West 1/2 of the said Northeast 1/4 of Section 12;

Thence South 02º 33’ 04” East along the said East line of the West 1/2 of the Northeast 1/4 of Section 12, a distance of 45.98 feet to the intersection of the said centerline of Alexis Road;

Thence South 86º 25’ 25” West along the said centerline of Alexis Road, a distance of 13.82 feet to an angle point;

Thence South 67º 57’ 40” West along the said centerline of Alexis Road, a distance of 373.10 feet to the intersection of said line drawn at right angles to the centerline of Alexis Road;

Thence North 22º 02’ 20” West along said line drawn at right angles to the centerline of Alexis Road, a distance of 187.56 feet to the true point of beginning.

Tract II:

A parcel of land being part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Northwest corner of the said Northeast 1/4 of Section 12;

Thence in an Easterly direction along the North line of the said Northeast 1/4 of Section 12, having an assumed bearing of North 88º 16’ 47” East, a distance of 638.50 feet to the intersection of the East line of the West 4.88 acres of the said Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road, said intersection being the true point of beginning;

Exhibit A-13

Thence continuing North 88º 16’ 47” East along the said North line of the Northeast 1/4 of Section 12, a distance of 57.54 feet to the intersection of the West line of the East 2.7509 acres of the said Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road;

Thence South 02º 33’ 04” East along the said West line of the East 2.7509 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12 lying North of the centerline of Alexis Road, a distance of 264.87 feet to the intersection of the said centerline of Alexis Road;

Thence South 77º 09’ 48” West along the said centerline of Alexis Road, a distance of 61.00 feet to the intersection of the East line of the West 4.88 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12 lying North of the centerline of Alexis Road;

Thence North 02º 27’ 03” West along the said East line of the West 4.88 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road, a distance of 276.62 feet to the true point of beginning.

Excepting therefrom that part deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410 and Excepting therefrom that part conveyed to The Board of County Commissioners of Lucas County, Ohio by deed recorded in Volume 1647 of Deeds, Page 323, Lucas County, Ohio Records.

Said Parcels I, II, III and IV are also described as follows:

Part of the Southeast 1/4 of Section 1 and part of the Northeast 1/4 of Section 12 in Town 9 South, Range 6 East, City of Toledo, Lucas County, Ohio, bounded and described as follows:

Commencing at a found R.R. spike over a brass plate monument at the intersection of the West line of the Northeast 1/4 of said Section 12 and the centerline of Survey of Alexis Road as shown on the Plat of Robertson Addition, a Subdivision in the City of Toledo recorded in Volume 109 of Plats, Page 48, Lucas County Records; thence N-79°43’38”-E along the centerline of Survey of Alexis Road (variable width) a distance of 303.00 feet to the point of beginning; thence N-02°58’34”-W along the East line of the said Plat of Robertson Addition and said line extended North, a distance of 337.63 feet to a found iron pipe on the North line of the Northeast 1/4 rod said Section 12, passing through a found 6 inch concrete monument at 30.25 feet and at 200.00 feet; thence N-88°16’47”-E along the North line of the Northeast 1/4 of said Section 12, a distance of 386.03 feet to a found iron pipe; thence N-00°00’00”-E along the East line of the West 20.48 acres of the Southwest 1/4 of the Southeast 1/4 of said Section 1 and said line extended South, a distance of 220.76 feet to a found iron pipe at the Southwest corner of Lot 2 in Flanders Hill Plat One, a Subdivision in the City of Toledo recorded in Volume 103 of Plats, Page 26, Lucas County Records; thence S-56°19’03”-E along the Southwesterly line of the said plat of Flanders Hill Plat One, a distance of 360.77 feet to a found iron pipe; thence S-22°02’20”-E along the Southwesterly line of the said plat of Flanders Hill Plat One, a distance of 200.00 feet to a point on the centerline of Alexis Road, passing through a found iron pipe at 140.00 feet and a set capped 1/2 inch iron pipe rod at 170.00 feet; thence s_67°57’40”-W along the centerline of Alexis Road a distance of 121.97 feet to a found concrete monument in a box;

Exhibit A-14

thence S-77°09’48”-W and continuing along the centerline of Alexis Road a distance of 15.93 feet to a point; thence N-12°50’12”-W along the Northeasterly line of land described in Volume 1647 of Deeds, Page 323 a distance of 40.00 feet to a point; Thence S-74°18’03”-W along the Northerly line of said parcel a distance of 200.25 feet to a point; thence S-12°50’12”-E along the Southwesterly line of said parcel a distance of 30.00 feet to a point on the centerline of Alexis Road; thence S-77°09’48”-W along the centerline of Alexis Road a distance of 312.26 feet to a found concrete monument in a box; thence S-79°43’38”-W and continuing along the centerline of Alexis Road a distance of 117.41 feet to the point of beginning.

Exhibit A-15

Indigo Pines

Property Address: 110 Gardner Drive, Hilton Head, SC 29926

Real property in the City of Hilton Head, County of Beaufort, State of South Carolina, described as follows:

All that certain piece, parcel or tract of land situate, lying and being on Hilton Head Island, Beaufort County, South Carolina, containing 6.0 acres, more or less, being a portion of Parcel I and being more particularly shown on a Plat entitled “An Alta Survey of 6.00 Acres on Gardner Drive, A Section of Indigo Run,” prepared by Jack Jones, SC RLS #13852, dated February 21, 1997 and recorded April 28, 1997 in Plat Book 60 at Page 88, Office of the Register of Deeds for Beaufort County.

This being the same property conveyed to Hilton Head Retirement Residence Limited Liability Company by Deed of Indigo Run Limited Partnership recorded April 30, 1997 in Book 940 at Page 798, as re-recorded March 23, 1999 in Book 1025 at Page 1151, Office of the Register of Deeds for Beaufort County.

TMS: R510-008-000-00005-0000 (For Informational Purposes Only)

Exhibit A-16

Kalama Heights

Property Address: 101 Kanani Road, Kihei, HI 96753

Real property in the City of Kihei, County of Maui, State of Hawaii, described as follows:

ALL OF THOSE CERTAIN PARCELS OF LAND BEING THE CONSOLIDATION AND RESUBDIVISION OF LOTS 1, 2 AND 3 OF THE EZAKI-ISOBE SUBDIVISION, SITUATED ON THE NORTHERLY SIDE OF KANANI ROAD, AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII. BEING ALSO PORTION OF GRANT 5598 TO AKUNA AKINA, BEING ALSO PORTION OF LOT 21, KAMAOLE HOMESTEADS, DESCRIBED AS FOLLOWS:

LOT 2:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ON THE NORTHERLY SIDE OF KANANI ROAD, THE SOUTHERLY SIDE OF AUHANA ROAD, AND THE EASTERLY SIDE OF KANOE STREET AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 2 OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 985.32 FEET SOUTH AND 20,984.80 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

1. 172° 01’ 100.33 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 1 OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

2. 182° 00’ 173.89 FEET ALONG SAME TO A POINT;

3. 90° 41’ 235.15 FEET ALONG SAME TO A POINT;

4. 41° 19’ 175.98 FEET ALONG SAME TO A POINT;

5. THENCE ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 3 (ROAD WIDENING LOT) OF KALAMA HEIGHTS SUBDIVISION ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 255° 05’ 19”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 235° 55’, HAVING A RADIUS OF 193.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 155° 30’ 09.5” 64.28 FEET TO A POINT;

6. 145° 55’ 171.09 FEET ALONG SAME TO A POINT;

Exhibit A-17

7. 270° 41’ 360.08 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA TO A POINT;

8. 192° 40’ 92.33 FEET ALONG SAME TO A POINT;

9. 282° 40’ 462.10 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 4 (ROAD WIDENING LOT) OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

10. THENCE ALONG SAME ON A CURVE TO THE RIGHT HAVING A RADIUS OF 200.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 293° 00’ 71.75 FEET TO A POINT;

11. 303° 20’ 550.26 FEET ALONG SAME TO A POINT;

12. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 213° 20, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, HAVING A RADIUS OF 17.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 336° 38’ 30” 18.67 FEET TO A POINT;

13. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 279° 57, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 9° 57’, HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 54° 57’ 28.28 FEET TO A POINT;

14. 99° 57’ 22.78 FEET ALONG THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

15. 92° 09’ 837.62 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 6.577 ACRES, MORE OR LESS.

LOT 3:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ALONG THE EASTERLY SIDE OF OF KANOE STREET AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 3 (ROAD WIDENING LOT) OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 641.27 FEET SOUTH AND 21,473.81 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

Exhibit A-18

1. 270° 41’ 7.30 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA TO A POINT;

2. 325° 55’ 171.09 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 2 OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

3. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 235° 55, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 283° 25’ 07”, HAVING A RADIUS OF 193.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 349° 40’ 3.50” 155.47 FEET TO A POINT;

4. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 103° 25’ 07”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 2° 09’, HAVING A RADIUS OF 30.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 322° 47’ 03.5” 46.39 FEET TO A POINT;

5. 92° 09’ 6.12 FEET ALONG THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

6. THENCE ALONG THE EASTERLY SIDE OF KANOE STREET ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 2° 09’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 103° 44’ 04”, HAVING A RADIUS OF 30.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 142° 56’ 32” 46.49 FEET TO A POINT;

7. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 283° 44’ 04”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 235° 55’, HAVING A RADIUS OF 187.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 169° 49’ 32” 151.58 FEET TO A POINT;

8. 145° 55’ 175.25 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 0.051 ACRE, MORE OR LESS.

Exhibit A-19

LOT 4:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ALONG THE SOUTHERLY SIDE OF AUHANA ROAD AND THE NORTHERLY SIDE OF KANANI ROAD AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 4 (ROAD WIDENING LOT) OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 552.64 FEET SOUTH AND 21,085.55 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

1. 282° 40’ 499.12 FEET ALONG THE THE SOUTHERLY SIDE OF AUHANA ROAD TO A POINT;

2. 303° 20’ 587.27 FEET ALONG SAME TO A POINT;

3. THENCE ALONG THE SOUTHERLY SIDE OF AUHANA ROAD AND ON THE NORTHERLY SIDE OF KANANI ROAD ON A CURVE TO THE RIGHT HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 21° 38’ 30” 39.17 FEET TO A POINT;

4. 99° 57’ 3.00 FEET ALONG THE THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

5. THENCE ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 2 OF KALAMA HEIGHTS SUBDIVISION ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 9° 57’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 234° 57’ 28.28 FEET TO A POINT;

6. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 213° 20’, HAVING A RADIUS OF 17.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 156° 38’ 30” 18.67 FEET TO A POINT;

7. 123° 20’ 550.26 FEET ALONG SAME TO A POINT;

8. THENCE ALONG SAME ON A CURVE TO THE LEFT HAVING A RADIUS OF 200.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 113° 00’ 71.75 FEET TO A POINT;

9. 102° 40’ 462.10 FEET ALONG SAME TO A POINT;

10. 192° 40’ 3.00 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 0.079 ACRE, MORE OR LESS.

AS TO LOTS 3 AND 4

NOTE: LOTS 3 AND 4 ARE FOR ROAD WIDENING PURPOSE AND IS TO BE DEDICATED TO THE COUNTY OF MAUI, UPON COMPLETION OF THE ROADWAY IMPROVEMENTS, AS SET FORTH ON SURVEY MAP OF REED M. ARIYOSHI, LICENSED PROFESSIONAL LAND SURVEYOR, CERTIFICATE NO. 6597, WITH WARREN S. UNEMORI-ENGINEERING, INC. DATED JUNE 21, 1999.

Exhibit A-20

BEING ALL OF THE PREMISES CONVEYED BY WARRANTY DEED RECORDED JULY 2, 1999 AS REGULAR SYSTEM DOCUMENT NO. 99-106811 OF OFFICIAL RECORDS.

GRANTOR: KALAMA HEIGHTS, INC., A WASHINGTON CORPORATION

GRANTEE: KALAMA HEIGHTS RETIREMENT RESIDENCE L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY

APN: 3-9-017-068-0000

Exhibit A-21

Montara Meadows

Property Address: 3150 East Tropicana Avenue, Las Vegas, NV 89121

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

THAT PORTION OF THE REAL PROPERTY LOCATED IN THE SOUTH ONE HALF (S 1/2) OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 24, TOWNSHIP 21 SOUTH, RANGE 61 EAST, MOUNT DIABLO MERIDIAN (M.D.M.), IN THE STATE OF NEVADA, COUNTY OF CLARK AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA; THENCE NORTH 89°37’47” EAST 792.73 FEET ALONG THE SOUTH LINE OF SAID SECTION 24; THENCE NORTH 00°22’13” WEST 50.00 FEET TO THE SOUTHEASTERLY CORNER OF MONTARA ESTATES UNIT NO. 2A ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF EAST TROPICANA AVENUE; THENCE NORTH 89°37’47” EAST ALONG SAID NORTHERLY LINE 0.41 FEET TO THE TRUE PLACE OF BEGINNING:

THENCE NORTH 6°55’06” EAST 219.54 FEET; THENCE SOUTH 83°47’33” EAST 14.90 FEET; THENCE NORTH 7°01’46” EAST 51.02 FEET; THENCE NORTH 84°50’36” WEST 1.94 FEET; THENCE NORTH 5°43’23” EAST 46.57 FEET; THENCE NORTH 86°01’53” WEST 6.74 FEET; THENCE NORTH 1°07’50” EAST 50.90 FEET; THENCE NORTH 86°31’58” WEST 1.79 FEET; THENCE NORTH 1°22’16” EAST 99.37 FEET; THENCE SOUTH 87°30’37” EAST 5.90 FEET; THENCE NORTH 1°11’26” WEST 56.28 FEET; THENCE NORTH 0°06’35” EAST 43.46 FEET; THENCE SOUTH 88°31’01” EAST 100.75 FEET; THENCE NORTH 83°52’46” EAST 35.09 FEET; THENCE SOUTH 88°16’34” EAST 110.18 FEET; THENCE SOUTH 1°29’40” WEST 78.37 FEET; THENCE SOUTH 83°58’15” EAST 124.13 FEET; THENCE NORTH 68°04’06” EAST 43.20 FEET; THENCE SOUTH 83°57’31” EAST 111.46 FEET TO A POINT OF THE WESTERLY RIGHT-OF-WAY LINE OF MOJAVE ROAD; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY LINE 440.85 FEET A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 8°25’21” WEST 440.48 FEET; HAVING A CENTRAL ANGLE OF 8°10’05” AND A RADIUS OF 3092.40 FEET TO A POINT OF COMPOUND CURVE; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY LINE 14.47 FEET A CURVE TO THE LEFT WHOSE CHORD BEARS SOUTH 10°12’13” WEST 14.46 FEET, HAVING A CENTRAL ANGLE OF 4°36’20” AND A RADIUS OF 180.00 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY 35.66 FEET, A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 48°45’55” WEST 32.71 FEET, HAVING A CENTRAL ANGLE OF 81°43’44” AND A RADIUS OF 25.00 FEET TO A POINT OF TANGENCY, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF TROPICANA AVENUE; THENCE SOUTH 89°37’47” WEST ALONG SAID NORTHERLY RIGHT-OF-WAY LINE 476.27 FEET TO THE PLACE OF BEGINNING.

Exhibit A-22

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED MARCH 27, 2007 IN BOOK 20070327 AS INSTRUMENT NO. 02148, OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

APN: 162-24-801-003

Exhibit A-23

Niagara Village

Property Address: 2380 Village Common Drive, Erie, PA 16506

Real property in the City of Erie, County of Erie, State of Pennsylvania, described as follows:

ALL THAT CERTAIN lot or piece of ground situate in the Township of Millcreek, County of Erie, and Commonwealth of Pennsylvania being Lot No. 14 in the Subdivision of Property for NIAGARA VILLAGE PHASE 2 as recorded in the Recorder’s Office at No. 1997-409 on December 29, 1997.

APN: 33-123-418.0-033.00

Exhibit A-24

Quail Run Estates

Property Address: 50 Cardinal Drive, Agawam, MA 01001

Real property in the City of Agawam, County of Hampden, State of Massachusetts, described as follows:

Commencing at a point located on the easterly line of Cooper Street, which point being the southwesterly corner of the hereon described premises:

Thence: N 41°-44’-26” E, 81.05’ along the easterly line of Cooper Street,

Thence: Along the arc of a curve to the left having a radius of 15.00’, a length of 25.98’, a central angle of 99°-13’-16”,

Thence: S 57°-28’-50” E, 261.82’,

Thence: Along the arc of a curve to the left having a radius of 200.00’, a length of 64.67’, a central angle of 18°-31’-40”,

Thence: Along the arc of a curve to the right having a radius of 250.00’, a length of 80.84’, a central angle of 18°-31’-40”,

Thence: S 57°-28’-50” E, 113.18’

Thence: S 34°-54’-04” E, 130.22,

The preceding six courses being along land of N/F The Italian Sporting Club, Inc. (a.k.a. Lot 2) and Lot 1 in part by each

Thence: N 57°-28’-50” W, 233.42’,

Thence: Along the arc of a curve to the left having a radius of 200.00, a length of 64.67’, a central angle of 18°-31’-40”,

Thence: Along the arc of a curve to the right having a radius of 250.00’, a length of 80.84’, a central angle of 18°-31’-40”,

Thence: N 57°-28’-50” W, 274.81,

Thence: Along the arc of a curve to the left having a radius of 15.00’, a length of 21.15’, a central angle of 80°-46’-44”,

To the point and place of beginning.

Exhibit A-25

The preceding five courses being along land of N/F Margaret D. & James E. Flynn and Edward, Freda & Rose Deloghia, M. Flynn & D. Webler in part by each. Containing 30,219 square feet of 0.6937 acres.

Lot 1

A certain parcel of land located in the Commonwealth of Massachusetts, County of Hampden, Town of Agawam, being bounded and described as follows:

Commencing at a point located along the northerly line of Cardinal Drive, which point is the westerly corner of the hereon described premises.

Thence: Along the arc of a curve to the left having a radius of 30.00’, a length of 40.40’, a central angle of 77°-09’-38”,Thence: Along the arc of a curve to the right having a radius of 60.00’, a length of 20.00’, a central angle of 19°-05’-55”,

Thence: N 35°-26’-57” E, 145.39’

The preceding three courses being along land of N/F The Italian Sporting Club, Inc.

Thence: N 69°-27’-36” E, 522.94’ along land of N/F of Victor P. & Marion R. Ramah,

Thence: S 68°-56’-50” E, 112.02 along land of N/F Richard & Joanne Everett,

Thence: S 21°-27’-20” W, 150.00’,

Thence: S 68°-56’-50” E, 150.00’,

Thence: N 21°-27’-20” E, 150.00’,

The preceding three courses being along land of N/F Douglas Wood,

Thence: S 70°-17’-25” E, 106.37’ along land of N/F Victoria T. Donovan,

Thence: S 85°-04’-04” E, 53.06’ along the southerly line of Federal Street Extension,

Thence: S 31°-11’-07” W, 140.00,

Thence: S 56°-32’-20” E, 50.00,

Thence: S 00°-28’-40” W, 56.00’,

Thence: S 61°-55’-10” E, 89.23’,

Thence: N 28°-39’-03” E, 207.50’,

Exhibit A-26

The preceding five courses being along land of N/F Edward M & Freda M. Deloghia,

Thence: S 73°-05’-45” E, 50.31’ along the southerly line of Fairview Avenue,

Thence: S 28°-39’-03” W, 257.41’,

Thence: S 09°-26’-02” E, 69.83’,

Thence: S 66°-46’-10” E, 78.90,

The preceding three courses being along land of N/F Edward M. & Freda M. Deloghia,

Thence: S 24°-46’-00” W, 51.00’,

Thence: S 36°-05’-15” W, 111.08’,

Thence: S 01°-25’-45” E, 184.22’,

Thence: N 67°-28’-57” W, 224.74’,

Thence: S 12°-14’-03” W, 265.18’,

The preceding six courses being along land of N/F Genesis Health Ventures of Mass, Inc.,

Thence: North 87°-47’-40” W, 532.65’ along land of the City of Springfield Water Department

Thence: N 18°-07’-20” E, 498.73’ along land of N/F Matthew J. & Catherine A. Siano, land of N/F Edward, Freda & Rose Deloghia, M. Flynn & D. Webler, and land of N/F Edward M., Freda & Rose Deloghia in part by each,

Thence: N 57°-28’-50” W, 349.21’ along land of N/F Edward, Freda & Rose Deloghia and land of N/F Margaret D. & James E. Flynn in part by each,

Thence: N 34°-54’-04” W, 130.22’,

Thence: N 57°-28’-50” W, 69.96’,

The preceding two courses being along Cardinal Drive to the point and place of beginning.

Containing 798,405 square feet, 18.3289 acres.

All of the foregoing property is shown on plan entitled “Plan Showing Amendment to the Definitive Plan of Cardinal Estates prepared for Colson & Colson, Cardinal Drive, Agawam, MA,” dated June 5, 1996 and revised through July 8, 1996, consisting of two sheets prepared by Luchs Associates, Inc. and recorded with Hampden County Registry of Deeds on Book of Plans 299, Pages 28 and 29.

Exhibit A-27

Together with the benefit of the terms of Cross Easement Agreement dated August 10, 1995 and recorded with said Deeds of August 15, 1995 in Book 9216, Page 355, as affected by a Supplemental Agreement to Cross Easement Agreement, dated November 25, 1996, recorded with said Deeds at Book 9716, Page 186.

Together with a Right of Way Easement from Springfield Board of Water and Sewer Commissioners, recorded with said Deeds June 4, 1997 at Book 9883, Page 448.

Together with an easement for ingress and egress identified as Easement #1 as shown on a plan dated January 30, 1990, sheet No. 10F1 and recorded in the Hampden County Registry of Deeds in Plan Book 272, Page 97 on July 19, 1990 and created in that certain conveyance recorded July 24, 1990 with said Deeds at Book 7508, Page 281.

Exhibit A-28

Quincy Place

Property Address: 7200 East Quincy Avenue, Denver, CO 80237

Real property in the City of Denver, County of Denver, State of Colorado, described as follows:

Parcel 1:

That part of the Northeast 1/4 of Section 8, Township 5 South, Range 67 West of the 6th P.M., described as follows:

Commencing at the Northeast corner of said Section 8;

thence West along the North line of said Section 8, a distance of 707.71 feet;

thence on an angle to the left of 90° a distance of 60 feet to the True Point of Beginning;

thence continuing along the last mentioned course an additional distance of 50 feet;

thence on an angle to the left of 45° a distance of 153.28 feet to a point of curvature;

thence along a curve to the left having a radius of 125.00 feet and a central angle of 45° an arc distance of 98.17 feet to a point of tangency;

thence along the tangent to the aforesaid curve a distance of 79.24 feet to a point of curvature;

thence along a curve to the right having a radius of 220.00 feet and a central angle of 80°54’22” an arc distance of 310.66 feet to a point of reverse curvature;

thence along a curve to the left having a radius of 25.00 feet and a central angle of 80°42’06” an arc distance of 35.21 feet to a point of tangency;

thence along the tangent of the aforesaid curve a distance of 128.22 feet to a point on the West right of way line of South Quebec Street;

thence North on an angle to the left of 90° and along said West right of way line a distance of 401.74 feet to the point of intersection with the South right of way line of Quincy Avenue;

thence West on an angle to the left of 90°12’16” and along said South right of way line a distance of 647.50 feet to the True Point of Beginning, City and County of Denver, State of Colorado.

Parcel 2:

Those certain easements as set forth in Reciprocal Easement, Construction and Maintenance Agreement recorded July 19, 1985 at Reception No. 041392, as amended by instrument recorded February 14, 1997 at Reception No. 9700018434.

Exhibit A-29

Redbud Hills

Property Address: 3211 East Moores Pike, Bloomington, IN 47401

Real property in the City of Bloomington, County of Monroe, State of Indiana, described as follows:

LOT NUMBER 1A IN BLOOMINGTON RETIREMENT RESIDENCE SUBDIVISION AMENDMENT ONE, AS SHOWN BY THE PLAT THEREOF, RECORDED IN PLAT CABINET D, ENVELOPE 110, IN THE OFFICE OF THE RECORDER OF MONROE, COUNTY INDIANA.

Exhibit A-30

Greenwood Terrace

Property Address: 11150 Greenwood Street, Lenexa, KS 66215

Real property in the City of Lenexa, County of Johnson, State of Kansas, described as follows:

LOT 1, OLATHE RETIREMENT RESIDENCE, A SUBDIVISION IN THE CITY OF OLATHE, JOHNSON COUNTY, KANSAS.

Exhibit A-31

Marion Woods

Property Address: 1661 SouthEast 31st SouthEast, Ocala, FL 34471

Real property in the City of Ocala, County of Marion, State of Florida, described as follows:

COMMENCING AT THE SW CORNER OF THE NW 1/4 OF SECTION 28, TOWNSHIP 15 SOUTH, RANGE 22 EAST, MARION COUNTY, FLORIDA, THENCE S.89°56’41“E., ALONG THE SOUTH BOUNDARY OF SAID NW 1/4 A DISTANCE OF 613.41 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SE CORNER OF THOSE LANDS AS DESCRIBED IN O.R. BOOK 1359, PAGE 774, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE N.00°05’53“W., ALONG THE EAST BOUNDARY OF SAID LANDS 849.13 FEET TO THE NE CORNER OF SAID LANDS; THENCE N.89°59’19“W., ALONG THE NORTH BOUNDARY OF SAID LANDS 12.20 FEET TO THE SE CORNER OF THOSE LANDS AS DESCRIBED IN O.R. BOOK 716, PAGE 495, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE N.00°17’08“W., ALONG THE EAST BOUNDARY OF SAID LANDS 470.65 FEET TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF SE 31ST ROAD (OAKHURST ROAD) AS DESCRIBED IN O.R. BOOK 1059, PAGE 26, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE S.56°21’15“E., ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE 575.50 FEET; THENCE DEPARTING SAID SOUTHWESTERLY RIGHT OF WAY LINE S.00°12’48“E., A DISTANCE OF 1001.37 FEET TO A POINT ON THE SOUTH BOUNDARY OF SAID NW 1/4; THENCE N.89°56’41“W., ALONG SAID SOUTH BOUNDARY 466.86 FEET TO THE POINT OF BEGINNING. EXCEPT THE RIGHT OF WAY TAKING, AS DESCRIBED IN O.R. BOOK 2534, PAGE 329, PUBLIC RECORDS OF MARION COUNTY, FLORIDA.

APN: 29851-003-00 and 29851-003-00

Exhibit A-32

Jefferson, The

Property Address: 9401 Old Sauk Road, Middleton, WI 53562

Real property in the City of Middleton, County of Dane, State of Wisconsin, described as follows:

PARCEL 1:

Lot One (1) of Certified Survey Map No. 11080, recorded in the Office of the Register of Deeds for Dane County, Wisconsin, in Volume 66 of Certified Survey Maps, Page 287, as Document No. 3918683, located in the City of Madison, Dane County, Wisconsin.

PARCEL 2:

Non-exclusive Easement as set forth on the Certified Survey Map No. 11080, as Document No. 3918683 and as contained in the Access and Storm Sewer Easement dated June 22, 2004 and recorded on June 24, 2004 as Document No. 3932835 in the Office of the Register of Deeds for Dane County, Wisconsin as modified by an Amended Access and Storm Sewer Easement dated September 23, 2004, and recorded on September 24, 2004, as Document No. 3971478 recorded in the Office of the Register of Deeds for Dane County, Wisconsin.

Exhibit A-33

The Springs of Escondido

Property Address: 1261 East Washington Avenue, Escondido, CA 92027

Real property in the City of Escondido, County of San Diego, State of California, described as follows:

THAT PORTION OF LOT 7 IN BLOCK 179 OF RANCHO RINCON DEL DIABLO, IN THE CITY OF ESCONDIDO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 723, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 13, 1892, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 7; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 7, NORTH 53° 59’ 20” EAST, 226.83 FEET (RECORD - NORTH 54° 36’ 00” EAST, 227.39 FEET) TO THE CENTER LINE OF THE 80.00 FOOT RIGHT OF WAY FOR THE SAN DIEGO AQUEDUCT AS DESCRIBED IN THAT FINAL ORDER OF CONDEMNATION RECORDED NOVEMBER 19, 1949 AS FILE NO. 103884 OF OFFICIAL RECORDS; THENCE ALONG SAID CENTER LINE SOUTH 34° 27’ 46” EAST (RECORD - SOUTH 34° 54’ 00” EAST) 417.74 FEET TO THE NORTHERLY BOUNDARY OF LAND DESCRIBED IN PARCEL 4 IN THAT FINAL ORDER OF CONDEMNATION UNDER SUPERIOR COURT CASE NO. 302247 RECORDED JUNE 28, 1972 AS FILE NO. 166379 OF OFFICIAL RECORDS, BEING A POINT ON THE ARC OF A NON-TANGENT 1077.00 FOOT RADIUS CURVE, CONCAVE SOUTHERLY, A RADIAL LINE OF SAID CURVE BEARS NORTH 05° 47’ 22” WEST TO SAID POINT; THENCE ALONG THE BOUNDARY OF SAID PARCEL 4 AS FOLLOWS: WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03° 03’ 03” A DISTANCE OF 57.35 FEET; ALONG A RADIAL LINE OF SAID CURVE SOUTH 08°50’25’’ EAST, 13.00 FEET TO A POINT ON THE ARC OF A 1064.00 FOOT RADIUS CURVE WHICH IS CONCENTRIC WITH THE ABOVE DESCRIBED CURVE; AND WESTERLY ALONG THE ARC OF SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF 15°39’53’’ A DISTANCE OF 290.90 FEET TO THE WESTERLY LINE OF SAID LOT 7; THENCE ALONG SAID WESTERLY LINE NORTH 15°39’00’’ WEST, 330.74 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTH LINE OF SAID LOT 7 DISTANT THEREON NORTH 53°59’20’’ EAST 226.83 FEET FROM THE NORTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO A POINT IN THE CENTERLINE OF THAT CERTAIN PERPETUAL EASEMENT FOR PIPELINE PURPOSES AS CONDEMNED IN FAVOR OF THE UNITED STATES OF AMERICA IN FINAL DECREE OF CONDEMNATION RECORDED NOVEMBER 19, 1949, AS INSTRUMENT NO. 103884 OF OFFICIAL RECORDS; THENCE ALONG SAID CENTERLINE SOUTH 35°34’05’’ EAST (RECORD SOUTH 34° 54’ EAST) 417.70 FEET TO A POINT IN THE NORTHERLY BOUNDARY OF THE LAND CONVEYED TO THE CITY OF ESCONDIDO BY DEED RECORDED DECEMBER 20, 1968, AS FILE NO. 223861 OF OFFICIAL RECORDS, SAID

Exhibit A-34

POINT BEING ALSO A POINT IN THE ARC OF A 1077 RADIUS CURVE CONCAVE SOUTHERLY, A RADIAL OF WHICH BEARS NORTH 6° 54’ 21” WEST TO SAID POINT; THENCE WESTERLY ALONG SAID CURVE 45.08 FEET THROUGH A CENTRAL ANGLE OF 2° 23’ 54”; THENCE LEAVING SAID CURVE NORTH 35° 34’ 05” WEST 8.88 FEET TO THE BEGINNING OF A TANGENT 1000 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE NORTHWESTERLY ALONG SAID CURVE 82.25 FEET THROUGH A CENTRAL ANGLE OF 4° 42’ 46”; THENCE TANGENT TO SAID CURVE NORTH 40° 16’ 41” WEST 287.81 FEET TO THE BEGINNING OF A TANGENT 20 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE COUNTER- CLOCKWISE ALONG SAID CURVE 29.93 THROUGH A CENTRAL ANGLE OF 85° 43’ 49” TO A POINT OF TANGENCY IN THE NORTH LINE OF SAID LOT 7; THENCE ALONG SAID NORTH LINE 53°59’20’’ EAST 87.12 FEET TO THE POINT OF BEGINNING.

APN: 230-141-09-00

Exhibit A-35

The Springs of Napa

Property Address: 3460 Villa Lane, Napa, CA 94558

Real property in the City of Napa, County of Napa, State of California, described as follows:

PARCEL ONE:

BEGINNING AT THE MOST WESTERN CORNER OF THE 7.34 ACRE TRACT OF LAND DESCRIBED IN THE DEED BY DANIEL BEELER, ET UX TO A. E. VIDAL OF RECORD IN BOOK 142 AT PAGE 472 OF OFFICIAL RECORDS OF NAPA COUNTY; THENCE FROM SAID POINT OF BEGINNING NORTH 70° 15’ EAST 469.7 FEET TO THE MOST NORTHERN CORNER OF SAID 7.34 ACRE TRACT; THENCE SOUTH 13° 15’ EAST ALONG THE EASTERN LINE OF SAID 7.34 ACRE TRACT 335.5 FEET, SAID POINT BEING NORTH 13° 15’ WEST 875.00 FEET DISTANT FROM THE SOUTHEASTERLY CORNER THEREOF; AND BEING THE NORTHERN LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO CRAWFORD W. RATCLIFF, ET UX, RECORDED MAY 18, 1966 IN BOOK 746 AT PAGE 387 OF OFFICIAL RECORDS OF NAPA COUNTY; THENCE SOUTH 77° 00’ WEST ALONG THE LAST NAMED LINE AND ITS DIRECT EXTENSION 371.06 FEET TO THE SOUTHWESTERN LINE OF THE AFOREMENTIONED 7.34 ACRE TRACT; THENCE NORTH 32° 30’ WEST ALONG THE LAST NAMED LINE, 291.07 FEET TO THE POINT OF BEGINNING.

APN 038-170-038

PARCEL TWO:

AN EXCLUSIVE, PERMANENT EASEMENT FOR THE CONSTRUCTION, LOCATION, INSTALLATION, USE, REPAIR, REPLACEMENT, OPERATION AND MAINTENANCE OF STORM DRAINAGE PIPES AND RELATED FACILITIES OVER, UNDER AND UPON THAT REAL PROPERTY, AS CREATED BY THAT CERTAIN GRANT OF EASEMENT AGREEMENT RECORDED AUGUST 14, 1984 IN BOOK 1351 AT PAGE 482 OF OFFICIAL RECORDS OF NAPA COUNTY, BEING A PORTION OF PARCEL A AS SHOWN ON THE MAP ENTITLED, “RECORD OF SURVEY MAP OF THE LANDS OF MYRON STANDLEY, ET UX”, FILED NOVEMBER 23, 1960 IN BOOK 7 OF SURVEYS AT PAGE 58 IN THE OFFICE OF THE COUNTY RECORDER OF SAID NAPA COUNTY, AS FOLLOWS:

A) A STRIP OF LAND, 15.00 FEET IN WIDTH, THE SOUTHWESTERN LINE OF WHICH COMMENCES AT THE SOUTHERNMOST CORNER OF SAID PARCEL “A”; AND RUNS THENCE NORTH 32° 25’ 30” WEST ALONG THE SOUTHWESTERN LINE OF SAID PARCEL “A” A DISTANCE OF 282.37 FEET TO THE WESTERNMOST CORNER OF SAID PARCEL, THE NORTHEASTERN LINE OF SAID STRIP OF LAND BEING PROLONGED AS NECESSARY TO INTERSECT THE SOUTHEASTERN AND NORTHWESTERN LINES OF SAID PARCEL “A”.

Exhibit A-36

B) A STRIP OF LAND, 20.00 FEET IN WIDTH, THE NORTHWESTERN LINE OF WHICH COMMENCES AT THE WESTERNMOST CORNER OF SAID PARCEL “A”; AND RUNS THENCE NORTH 57° 18’ EAST ALONG THE NORTHWESTERN LINE OF SAID PARCEL “A”, A DISTANCE OF 270.73 FEET TO THE NORTHERNMOST CORNER OF SAID PARCEL, THE SOUTHEASTERN LINE OF SAID STRIP OF LAND BEING PROLONGED AS NECESSARY TO INTERSECT THE SOUTHWESTERN AND NORTHEASTERN LINES OF SAID PARCEL “A”.

Exhibit A-37

Stone Lodge

Property Address: 1460 Northeast 27th, Bend, OR 97701

Real property in the City of Bend, County of Deschutes, State of Oregon, described as follows:

PARCEL B OF PARTITION PLAT NO. 1990-61, BEING LOCATED IN A PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER (NW1/4NW1/4) OF SECTION 35, TOWNSHIP 17 SOUTH, RANGE 12, EAST OF THE WILLAMETTE MERIDIAN, DESCHUTES COUNTY, OREGON.

EXCEPTING THEREFROM THE WEST 10 FEET.

NOTE: THIS LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008.

Exhibit A-38

Cedar Ridge

Property Address: 2680 South Mebane Street, Burlington, NC 27215

Real property in the City of Burlington, County of Alamance, State of North Carolina, described as follows:

The land referred to in this Commitment is situated in the City of Burlington, County of Alamance, State of North Carolina, and is described as follows:

Being all of Lot Number One (1) as shown on map entitled “Final Plat for Woods at Groove Park, Inc.” recorded in the Office of the Register of Deeds for Alamance County, NC in Plat Book 69, Page 417, reference to which plat is hereby made for a more complete description.

Exhibit A-39

The Remington

Property Address: 2727 North 11th Avenue, Hanford, CA 93230

Real property in the City of Hanford, County of Kings, State of California, described as follows:

LOT 2 OF COUNTY TRACT NO. 490, IN THE CITY OF HANFORD, COUNTY OF KINGS, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN BOOK 12 AT PAGE 21 OF LICENSED SURVEYOR PLATS, KINGS COUNTY RECORDS.

APN: 007-270-001-000

Exhibit A-40

Holiday Hills Estates

Property Address: 2620 Holiday Lane, Rapid City, SD 57702

Real property in the City of Rapid City, County of Pennington, State of South Dakota, described as follows:

Description 1

Lot 3R and Lot 4 of Sandstone Ridge Subdivision in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 28, Page 96.

Description 2

Temporary Easement granted to Colson & Colson Construction Co., an Oregon partnership, as the Owner of Lot 3R and Lot 4 of Sandstone Ridge Subdivision, for the purpose of excavating, grading and reseeding, generally in accordance with the grading plan attached thereto as Exhibit “A”, within the landscaping easement across Tract SB of Spring Brook Acres Addition as shown and depicted in Exhibit “B”, and for an easement for the constructing, maintaining, using, altering and repairing a drainage facility across said Tract SB of Spring Brook Acres Addition, that is an earthen berm or drainage swale, adequate to divert water away from Lot 3R and Lot 2 of Sandstone Ridge Subdivision onto Lot 4 of Sandstone Ridge Subdivision as shown and demonstrated on Exhibit “C” attached thereto, and an easement for constructing, maintaining and repairing a temporary fire department turn-around to the extent generally shown and demonstrated in said Exhibit “B”, as set forth in instrument dated January 29, 1998, recorded February 24, 1998, in Book 71, Page 6128.

Description 3

Easement granted to Colson & Colson Construction Co., an Oregon partnership, owner of Lot 3R and Lot 4 of Sandstone Ridge Subdivision, to enter upon that portion of Lot 5 of Sandstone Ridge Subdivision more specifically described in Exhibit “A” and Exhibit “B” attached thereto, at any time as it may deem necessary to construct, maintain, use, operate, alter and repair a storm water and run-off detention pond, including an outlet drainage pipe and all necessary attachments and appurtenances thereto, together with the right to excavate and refill ditches and trenches for the location of such pipeline, as more specifically demonstrated, shown and described on said Exhibit “A” and Exhibit “B”, with understanding that the surface of said Lot 5 shall be restored to at least as good a condition as when disturbed, and that the owner of said Lot 5 agrees not to build, create or construct, or permit to be built, created or constructed, any obstruction, building, engineering work or other structures, which would interfere with the use of said pond or pipeline, or the rights of Colson & Colson Construction Co., except to the extent that the owner of said Lot 5 intends to build a parking lot and/or landscaping over the pipeline referenced in said Exhibits “A” and “B”, together with terms, restrictions, reservations, exceptions, liens or charges contained in Exhibit “C” attached thereto, as set forth in instrument dated January 30, 1998, recorded February 24, 1998, in Book 71, Page 6136.

Exhibit A-41

Description 4

Perpetual Drainage Easement granted to Colson & Colson Construction Co., an Oregon partnership, and Michael Tennyson, Patrick R. Hall and Kenneth L. Kirkeby, to allow water drainage, overflow and runoff from Lots 3R, 4 and 5 of Sandstone Ridge Subdivision, over and across a strip of Lot 25 of Fairway Hills P.R.D., as demonstrated, defined and described in Exhibit “A” entitled “Drainage Easement” attached thereto, for the purpose of maintenance, improvement, repair and otherwise do those things necessary, for the purpose, if necessary, to maintain and preserve this Drainage Easement, as set forth in instrument dated January 28, 1998, recorded February 24, 1998, in Book 71, Page 6141.

Exhibit A-42

Parkrose Chateau

Property Address: 3141 NorthEast 148th Avenue, Portland, OR 97230

Real property in the City of Portland, County of Multnomah, State of Oregon, described as follows:

A TRACT OF LAND SITUATED IN THE NORTHWEST ONE-QUARTER OF SECTION 25, TOWNSHIP 1 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A BRASS CAP MONUMENT AT THE SOUTHWEST CORNER OF THE GEORGE HAMILTON DONATION LAND CLAIM IN SAID NORTHWEST ONE-QUARTER;

THENCE SOUTH 89°53’02” EAST ALONG THE SOUTH LINE OF SAID DONATION LAND CLAIM, A DISTANCE OF 430.81 FEET TO THE NORTHWEST CORNER OF THAT TRACT OF LAND CONVEYED TO THE BUREAU OF WATER WORKS OF THE CITY OF PORTLAND, OREGON, A MUNICIPAL CORPORATION, BY DEED AS DESCRIBED IN BOOK 2022, PAGE 1302, RECORDED ON JULY 09, 1987, MULTNOMAH COUNTY DEED RECORDS, AND TO A POINT OF NON-TANGENT CURVATURE;

THENCE SOUTHEASTERLY 108.63 FEET ALONG THE SOUTHWESTERLY LINE THEREOF, ON THE ARC OF A 293.31 FOOT RADIUS CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 21°13’09”, (LONG CHORD BEARS SOUTH 47°32’08” EAST, A DISTANCE OF 108.01 FEET), TO THE SOUTH CORNER OF SAID BUREAU OF WATER WORKS TRACT AND TO A POINT OF NON-TANGENCY;

THENCE NORTH 00°06’51” EAST ALONG THE EAST LINE THEREOF, A DISTANCE OF 72.76 FEET TO A POINT IN THE SOUTH LINE OF SAID HAMILTON DONATION LAND CLAIM;

THENCE SOUTH 89°53’02” EAST ALONG SAID SOUTH LINE, A DISTANCE OF 43.48 FEET TO THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID HAMILTON LAND CLAIM;

THENCE SOUTH 87°38’32” EAST, A DISTANCE OF 284.92 FEET TO A POINT ON THE WEST RIGHT OF WAY OF NE 148TH AVENUE (80.00 IN WIDTH);

THENCE SOUTH 01°15’32” WEST ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 306.82 FEET;

THENCE NORTH 89°48’43” WEST A DISTANCE OF 829.39 FEET, TO A POINT ON THE EAST LINE OF THE W.G. WILKES DONATION LAND CLAIM;

THENCE NORTH 00°28’54” WEST ALONG LAST SAID EAST LINE, A DISTANCE OF 316.88 FEET, TO THE ABOVE REFERENCED POINT OF BEGINNING OF THIS DESCRIPTION.

Exhibit A-43

THE LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008.

APN: R318770

Exhibit A-44

University Pines

Property Address: 8991 University Parkway, Pensacola, FL 32514

Real property in the City of Pensacola, County of Escambia, State of Florida, described as follows:

COMMENCE AT THE NORTHWEST CORNER OF SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY. FLORIDA; THENCE GO SOUTH 00°03’00” WEST ALONG THE WEST LINE OF SAID SECTION 14, A DISTANCE OF 2640.00 FEET TO THE NORTHWEST CORNER OF GOVERNMENT LOT 5; THENCE GO SOUTH 88°34“00” EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 5 A DISTANCE OF 1503.61 FEET TO THE NORTHWEST CORNER OF GOVERNORS SQUARE (A PLANNED UNIT DEVELOPMENT SUBDIVISION); THENCE CONTINUE SOUTH 88°34’00” EAST ALONG SAID NORTH LINE OF GOVERNMENT LOT 5 A DISTANCE OF 238.44 FEET TO THE NORTHEAST CORNER OF SAID GOVERNORS SQUARE SUBDIVISION, WHICH CORNER IS ALSO THE NORTHWEST CORNER OF PRIVATE PARCEL “C” SHOWN ON SAID SUBDIVISION PLAT; THENCE CONTINUE SOUTH 88°34’00” EAST ALONG THE SAID NORTH LINE OF GOVERNMENT LOT 5 (ALSO THE NORTH LINE OF SAID PRIVATE PARCEL “C”; A DISTANCE OF 76.20 FEET TO THE NORTHEAST CORNER OF SAID PRIVATE PARCEL “C”; THENCE CONTINUE SOUTH 88°34’00” EAST ALONG THE SAID GOVERNMENT LOT 5 A DISTANCE OF 85.53 FEET; THENCE GO SOUTH 00°15’00” EAST. A DISTANCE OF 67.60 FEET; THENCE GO NORTH 89°45’00” EAST A DISTANCE OF 174.14 FEET TO CONCRETE MONUMENT (0340) FOR THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUE NORTH 89°45’00” EAST A DISTANCE OF 0.86 FEET TO THE NORTHEAST CORNER OF THE WEST 175.00 FEET OF THAT PROPERTY DESCRIBED IN OFFICIAL RECORD BOOK 2954 AT PAGE 484 OF THE PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 00°15’00” EAST ALONG THE EAST LINE OF THE SAID WEST 175.00 FEET A DISTANCE OF 256.71 FEET TO A POINT, SAID POINT BEING ON A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 377.58 FEET, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF CONSTITUTION PLACE (VARYING IN WIDTH, A PUBLIC RIGHT-OF-WAY DEDICATED WITH THE PLAT OF SAID GOVERNORS SQUARE SUBDIVISION); THENCE GO NORTHEASTERLY ALONG SAID CURVE AND RIGHT-OF·WAY LINE AN ARC DISTANCE OF 147.85 FEET (CHORD DISTANCE: 146.91 FEET; CHORD BEARING NORTH 73°58’04” EAST; DELTA 22°26’08”) TO THE POINT OF TANGENCY OF SAID CURVE; THENCE GO NORTH 62°45’00” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 130.53 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 112.88 FEET; THENCE GO EASTERLY ALONG THE ARC OF SAID CURVE AND SAID NORTHERLY RIGHT-OF-WAY LINE AN ARC DISTANCE OF 56.51 FEET (CHORD DISTANCE: 55.93 FEET; CHORD BEARING: NORTH 77°05’39” EAST; DELTA: 28°41’08”) TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF UNIVERSITY PARKWAY (RIGHT-OF-WAY VARIES); THENCE GO NORTH 53°18’44” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 38.34 FEET; THENCE GO NORTH 02°18’50” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 134.13 FEET; THENCE NORTH

Exhibit A-45

00°15’00” WEST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 280.00 FEET; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 150.00 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 1010.00 FEET; THENCE GO WESTERLY ALONG SAID CURVE AN ARC, DISTANCE OF 201.32 FEET, (CHORD DISTANCE: 200.99 FEET; CHORD BEARING: NORTH 84°32’22” WEST, DELTA 11°25’15”); THENCE GO SOUTH 00°15’00” FEET A DISTANCE OF 311.54 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH AN ACCESS EASEMENT OVER THE FOLLOWING DESCRIBED PROPERTY:

COMMENCE AT THE NORTHWEST CORNER OF SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY, FLORIDA; THENCE GO SOUTH 89°40’00” EAST ALONG THE NORTH LINE OF THE AFORESAID SECTION 14 A DISTANCE OF 2648.40 FEET TO THE NORTHEAST CORNER OF GOVERNMENT LOT 3; THENCE GO SOUTH O0°15’00” EAST ALONG THE EAST LINE OF THE AFORESAID GOVERNMENT LOT 3 A DISTANCE OF 2691.18 FEET TO THE SOUTH EAST CORNER OF THE AFORESAID GOVERNMENT LOT 3; THENCE GO NORTH 88°34’00” WEST ALONG THE SOUTH LINE OF THE AFORESAID GOVERNMENT LOT 3 A DISTANCE OF 235.10 FEET TO THE WESTERLY RIGHT·OF-WAY LINE OF UNIVERSITY PARKWAY (100’ R/W); THENCE GO NORTH 00°15’00” WEST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF UNIVERSITY PARKWAY A DISTANCE OF 239.36 FEET; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING 60 WIDE ACCESS EASEMENT; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 125.00 FEET TO A POINT OF CURVATURE, SAID CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 1010.00 FEET, A CENTRAL ANGLE OF 11°25’25”, A TANGENT DISTANCE OF 101.00 FEET, A CHORD BEARING AND DISTANCE OF NORTH 84°32’22” WEST, 200.99 FEET; THENCE GO WESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 201.32 FEET; THENCE DEPARTING SAID CURVE GO NORTH 00°15’00” WEST A DISTANCE OF 61.29 FEET TO A POINT ON A CURVE, SAID CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 950.00 FEET, CENTRAL ANGLE OF 12°09’10”, A TANGENT DISTANCE OF 101.13 FEET, A 2 CHORD BEARING AND DISTANCE OF SOUTH 84°10’25” EAST, 201.12 FEET; THENCE GO EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 201.50 FEET TO A POINT OF TANGENCY; THENCE GO NORTH 89°45’00” EAST A DISTANCE OF 125.00 FEET; THENCE GO SOUTH 00°15’00” EAST A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED ACCESS EASEMENT IS SITUATED IN SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY, FLORIDA.

Exhibit A-46

The Woods at Holly Tree

Property Address: 4610 Holly Tree Road, Wilmington, NC 28409

Real property in the City of Wilmington, County of New Hanover, State of North Carolina, described as follows:

Lying and being in Wilmington Township, New Hanover County, North Carolina, and being more particularly described as follows:

Beginning on a point located on the southern right-of-way of Holly Tree extension (a 60 foot wide public right-of-way), said point being in the center of the run of Watson’s branch, said point being further located at the following bearings and distances from a concrete monument located at the intersection of the centerline of Holly Tree extension and the eastern right-of-way line of NC Highway 132 (South College road), said concrete monument having a N.C. grid coordinate of N=163,657.65 E=2,335,909.37 (N.A.D. 1927), South 06°56’09” West 30.00 feet; thence South 83°03’51” East 217.34 feet to said beginning point; thence from the beginning point so established, proceed with the southern right-of-way of Holly Tree extension South 83°03’51” East 156.80 feet to an iron; thence continuing with the said right-of-way, being a curve to the right having a radius of 720 feet, having a chord bearing of South 78°52’33” East, a distance of 105.17 feet to an iron; thence continuing with said right-of-way South 74°41’14” East 427.33 feet to an iron; thence with said right-of-way (irregular width at this point) South 54°33’03” East 127.81 feet to an iron; thence South 77°19’04” East 124.94 feet to an iron, said iron being the northernmost corner of Lot 52 of Henleigh Hills Subdivision as shown on a plat recorded in Plat Book 20, Page 16, New Hanover County Registry; thence with Lots 63, 64, 65, 71 and other land as shown on said Subdivision plat, South 44°56’39” West 179.56 feet to an iron; thence South 42°16’24” West 169.54 feet to an iron; thence North 83°03’51” West 917.80 feet to an iron; thence South 51°56’07” West 16.97 feet to an iron on the eastern right-of-way of NC Highway 132 (South College road, a 200 foot wide right-of-way); thence with said right-of-way North 06°56’56” East 4.16 feet to a point in the run of Watson’s Branch; thence with said run the following bearings and distances: North 17°56’56” East 141.70 feet to a point; thence North 23°09’57” East 91.57 feet to a point; thence North 49°00’49” East 230.99 feet to a point; thence North 23°47’41” East 34.08 feet to the point and place of beginning, and containing 8.549 acres, more or less.

Exhibit A-47

EXHIBIT B

FORM OF ESCROW AGREEMENT

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of June 22, 2015, is entered into by and among each party listed as a “Seller” on Schedule I of the Purchase Agreement (as defined below) (individually and collectively, “Seller”); NIC Acquisitions LLC, a Delaware limited liability company (“Purchaser”), and First American Title Insurance Company (“Escrow Agent”).

WITNESSETH:

WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement dated as of June 22, 2015 (as amended from time to time, the “Purchase Agreement”). A copy of the Purchase Agreement has been provided to Escrow Agent.

WHEREAS, the Purchase Agreement provides that at or prior to the execution of the Purchase Agreement, an initial deposit in the amount of Five Million Dollars ($5,000,000) (together with all interest earned thereon and the proceeds thereof, the “Initial Deposit”) shall be deposited into the escrow account described in Section 3 below, as security for certain obligations of Purchaser under the Purchase Agreement;

WHEREAS, the Purchase Agreement further provides that Purchaser may extend the Scheduled Closing Date upon the satisfaction of certain conditions, including, in the event of a Second Extension Period, the delivery to Escrow Agent by Purchaser of an additional deposit in the amount of Two Million Dollars ($2,000,000) (together with all interest earned thereon and the proceeds thereof, the “Additional Deposit,” and together with the Initial Deposit, the “Deposit”);

WHEREAS, the Purchase Agreement further provides that Purchaser shall deliver to Escrow Agent on the Closing Date the amount by which the Purchase Price (subject to prorations and/or adjustments required by the Purchase Agreement) exceeds the Deposit (such amount, together with the Deposit, the “Escrowed Funds”).

WHEREAS, Escrow Agent is willing to act as Escrow Agent with respect to such Escrowed Funds on the terms and conditions set forth in this Escrow Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties agree as follows:

1. Terms. Except as otherwise defined in this Escrow Agreement, each capitalized term appearing herein shall have the meaning ascribed to it in the Purchase Agreement.

2. Appointment of Escrow Agent. Purchaser and Seller hereby appoint Escrow Agent as escrow agent for the purposes set forth herein. Escrow Agent accepts such appointment to act as escrow agent in accordance with the terms hereof.

EXHIBIT B-1

3. Deposit of Escrowed Funds. On or before the date hereof, Purchaser shall deposit the Initial Deposit in immediately available funds by wire transfer to Escrow Agent in connection with the execution of the Purchase Agreement. In the event Purchaser elects to adjourn the Scheduled Closing date for both the First Extension Period and Second Extension Period in accordance with Section 5.1 of the Purchase Agreement, Purchaser shall, upon exercise of the second adjournment option, deliver to Escrow Agent the Additional Deposit by wire transfer of immediately available funds. At or before Closing, Purchaser shall deposit the remainder of the Purchase Price in immediately available funds by wire transfer to Escrow Agent in connection with Purchaser’s payment of the Purchase Price under the Purchase Agreement. Upon receipt of any Escrowed Funds, Escrow Agent shall deposit the Escrowed Funds in an interest-bearing escrow account with a federally insured financial institution acceptable to Purchaser and Seller. The Escrow Agent agrees to hold, administer, safeguard, and disburse the Escrowed Funds pursuant to the terms and conditions set forth in this Escrow Agreement. All or any portion of the Escrowed Funds, plus any interest earned thereon are collectively referred to herein as the “Escrowed Amount.”

4. Release of Escrowed Amount.

(a) Upon termination of the Purchase Agreement prior to Closing, Escrow Agent shall promptly release and deliver the Escrowed Amount in accordance with Articles 8, 9, or 10 of the Purchase Agreement, as applicable. Upon written notice to Escrow Agent by either Purchaser or Seller (the “First Party”), with copy to the other party (the “Other Party”), to distribute all or part of the Escrowed Amount in accordance with this Section 4 (a “Direction Notice”), Escrow Agent shall, within twenty four (24) hours, give written confirmation to the Other Party of its receipt of such demand (the “Escrow Agent Notice”). If Escrow Agent does not receive, prior to 5:00 p.m. (Eastern time) on the date that is five (5) business days following the Other Party’s receipt of the Escrow Agent Notice, written objection from the Other Party (an “Objection”), with copy to the First Party, Escrow Agent shall distribute the Escrowed Amount (or part thereof referred to in the Direction Notice) in the manner set forth in the Direction Notice. Notwithstanding the foregoing, Escrow Agent shall not comply with the direction of any Direction Notice unless same (i) has as an attachment thereto the notice of termination of the Purchase Agreement giving rise to the disbursement of the Funds and (ii) cites the provision of the Purchase Agreement pursuant to which the Funds shall be distributed.

(b) Upon receipt of unconditional authorization to close the transactions contemplated by the Purchase Agreement, Escrow Agent shall distribute the Escrowed Amount to Seller and the full amount of such Escrowed Amount shall be applied to the Purchase Price as set forth in the Purchase Agreement.

5. Rights, Duties and Liabilities of Escrow Agent. The acceptance by Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions:

(a) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against Escrow Agent.

(b) Whenever Escrow Agent is required by the terms hereof to take action upon the occurrence of any event or contingency, the time prescribed for such action shall in all cases be as promptly as practicable.

EXHIBIT B-2

(c) In performing its duties under this Escrow Agreement or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for damages, losses, or expenses that may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its willful misconduct, gross negligence, bad faith, and/or fraud. The Escrow Agent shall in no event incur any liability with respect to: (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document delivered to Escrow Agent and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(d) Distribution of the Escrowed Amount hereunder shall be made only in strict accordance with the terms of this Escrow Agreement.

(e) The Escrow Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of Purchaser or Seller with respect to arrangements or contracts with each other or with others, Escrow Agent’s sole duty hereunder being to hold the Escrowed Amount and to dispose of and deliver the same in accordance with this Escrow Agreement.

(f) The duties of Escrow Agent hereunder shall be only to Purchaser or Seller and their respective successors, heirs, assigns, executors and administrators and to no other person, firm, corporation or other entity whatsoever.

(g) In addition to the foregoing, Escrow Agent shall have the right to tender into the registry or custody of any court having jurisdiction any part of or all of the Escrowed Amount. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Escrow Agreement.

(h) While any suit or legal proceeding arising out of or relating to this Escrow Agreement, the Escrowed Amount and the parties hereto is pending, whether the same be initiated by Escrow Agent or by others, Escrow Agent shall have the right at its option to stop all further performance of this Escrow Agreement and instructions received hereunder until all differences shall have been resolved by agreement or until the rights of all parties shall have been fully and finally adjudicated by the court. For purposes of any suit or legal proceeding arising out of or relating to this Escrow Agreement to which Escrow Agent may be a party, the parties hereto hereby consent and submit to the jurisdiction of the appropriate court, whether federal or state, sitting in New York, New York. The rights of Escrow Agent under this Section 5(i) are in addition to all other rights which it may have by law or otherwise.

(i) Seller and Purchaser agree to pay equally all of Escrow Agent’s expenses incurred in connection with this Escrow Agreement (“Expenses”), including, but not limited to, reasonable out-of-pocket legal fees and expenses, in the event Escrow Agent deems it necessary to retain counsel; provided, however, prior to retaining such counsel, Escrow Agent shall notify Purchaser and Seller for their pre-approval of the particular counsel Escrow Agent has selected. Such Expenses shall be paid to Escrow Agent within thirty (30) days following receipt by Seller of a written statement setting forth such Expenses. Escrow Agent agrees that, in consideration of the fees charged and paid to Escrow Agent or its Affiliate for the title insurance issued in connection with the transactions contemplated by the Purchase Agreement, no additional fee shall be charged hereunder.

EXHIBIT B-3

(j) Each of Purchaser and Seller (severally and not jointly), to the extent legally permitted, hereby agrees to indemnify and hold Escrow Agent and its directors, employees, officers, agents, successors and assigns harmless from and against any and all out of pocket losses, claims, damages, liabilities and expenses (the “Losses”) which may be imposed on Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, other than Losses resulting from Escrow Agent’s breach of this Escrow Agreement or Escrow Agent’s gross negligence, willful misconduct, bad faith or fraud. Such indemnity includes, without limitation, all Losses (including reasonable out-of-pocket counsel fees and expenses) incurred in connection with any litigation (whether at the trial or appellate levels) arising from this Escrow Agreement or involving the subject matter hereof. The indemnification provisions contained in this Section 5(j) are in addition to any other rights any of the indemnified parties may have by law or otherwise and shall survive the termination of this Escrow Agreement or the resignation or removal of Escrow Agent.

6. Resignation or Substitution of Escrow Agent. The Escrow Agent may resign and be discharged of its duties hereunder at any time by giving written notice of such resignation to Purchaser and Seller, which notice will specify a date not less than thirty (30) days after the giving of such notice when the resignation will take effect. Promptly after such notice, a successor escrow agent will be appointed jointly by Purchaser and Seller, and such successor escrow agent shall agree to the same terms as those contained herein or such other terms as are mutually acceptable to Purchaser, Seller, and such successor escrow agent. The successor escrow agent will become Escrow Agent upon the resignation date specified in the notice. The Escrow Agent will continue to serve until its successor accepts the escrow and receives the Escrowed Amount or until Escrow Agent interpleads the same into the registry of the appropriate court.

7. Termination of Escrow Agent. Escrow Agent may be discharged from its duties under this Escrow Agreement upon thirty (30) days written notice from Purchaser and Seller and upon payment of any and all Fees or Expenses due to Escrow Agent. In such event, Escrow Agent shall be entitled to rely upon written instructions from Purchaser and Seller as to the disposition and delivery of the Escrowed Amount. Upon thirty (30) days after receipt of such written notice of termination, if no successor has been named, Escrow Agent shall immediately cease further action under this Escrow Agreement and shall have no further obligations hereunder except to hold the Escrowed Amount as a depository.

8. Termination of Agreement. This Escrow Agreement shall terminate upon the distribution by Escrow Agent of all the Escrowed Amount held by it hereunder pursuant to Section 4 of this Escrow Agreement. All Fees and Expenses owed to Escrow Agent hereunder shall be paid in full prior to such distribution of the Escrowed Amount, and Escrow Agent is hereby authorized and directed by Purchaser and Seller to withhold release or distribution of the Escrowed Amount until such time as Escrow Agent has received payment in full of such Fees and Expenses.

EXHIBIT B-4

9. Taxes. For purposes of federal income taxes and other taxes based on income, the Purchaser shall be the owner of the Escrowed Amount until the distribution of the Escrowed Amount (or such portion thereof) is made to Seller in accordance herewith. Only at that time shall Seller be deemed to be the owner of that portion of the Escrowed Amount actually received by Seller. Purchaser and Seller each represent that it’s Taxpayer Identification Number assigned by the Internal Revenue Service (“IRS”) is true and correct, and that each will notify the Escrow Agent in writing immediately upon any change to such number.

10. Notices. Any notice, demand or communication required, permitted, or desired to be given hereunder shall be in writing and shall be deemed to have been duly given on the earlier of the date actually received by the party in question, by whatever means and however addressed, or on the date of personal delivery if delivered by hand, or on the date signed for if sent by an overnight delivery service, to the following addresses:

If to Purchaser: c/o Fortress Investment Group 1345 Avenue of the Americas New York, NY 10105 Attn: Cameron MacDougall Email: cmacdougall@fortress.com	With a Copy To: c/o Fortress Investment Group LLC 2901 North Dallas Parkway, Suite 380 Plano, TX 75093 Attn: Matthew Lucas Email: mlucas@fortress.com
If to Seller: c/o Holiday Retirement 5885 Meadows Road, Suite 500 Lake Oswego, Oregon 97035 Attention: Chief Legal Officer Email: legal@holidaytouch.com	With a copy to: c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, New York 10105 Attn: Brittain Rogers and Skadden, Arps, Slate, Meagher & Flom LLP 155 North Wacker Drive, Suite 2700 Chicago, Illinois 60606 Attention: Nancy M. Olson Email: nancy.olson@skadden.com
If to Escrow Agent: First American Title Insurance Company 1125 17th Street, Suite 500 Denver, CO 80202 Attention: Katie L. Miller Email: katiemiller@firstam.com

EXHIBIT B-5

or to such other address, and to the attention of such other person or officer as any party may designate in written notice to the other parties.

11. Entire Agreement. This Escrow Agreement constitutes the entire agreement among Escrow Agent and the other parties hereto in connection with the subject matter of this escrow and shall supersede any and all prior agreements.

12. Assignment. This Escrow Agreement shall not be assignable by any party absent written consent of the other parties hereto. Notwithstanding the foregoing, all covenants contained in this Escrow Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and permitted assigns, which shall specifically include any successor entity of Escrow Agent as a result of merger or acquisition.

13. Governing Law/Waiver of Jury Trial. The validity, enforcement and construction of this Escrow Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. Venue for any actions arising out of this Agreement shall be in the state courts of the State of New York in New York County or the United States District Court for the Southern District of New York. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (AND MAY HAVE A TRIAL BEFORE A JUDGE ONLY) IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ESCROW AGREEMENT.

14. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Escrow Agreement and of signature pages by facsimile transmission or other electronic means shall constitute effective execution and delivery of this Escrow Agreement as to the parties and may be used in lieu of the original Escrow Agreement for all purposes.

15. Expenses and Attorneys’ Fees. If any action is brought by any party to enforce any provision of this Escrow Agreement, the prevailing party shall be entitled to recover its court costs, arbitration expenses and reasonable out-of-pocket attorneys’ fees; provided, however, that in no case shall Escrow Agent be required to pay such costs, expenses or fees.

16. Modification of Escrow Agreement. The provisions of this Escrow Agreement shall not be waived, modified, amended, altered or supplemented, in whole or in part, except by a writing signed by all the parties hereto.

17. Severability. If any provision of this Escrow Agreement or the application thereof to any party or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Escrow Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT B-6

IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day first above written.

Seller:
HARVEST ASPEN MEADOWS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST ECHO RIDGE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST HOLIDAY HILLS ESTATES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
FLINT RETIREMENT RESIDENCE LLC, a Delaware limited liability company
By:	HARVEST MEZZANINE II LLC, a Delaware limited liability company
	By:
	Name:	Scott Shanaberger
	Title:	Chief Financial Officer
LITTLE ROCK RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
HANFORD RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
PARKROSE RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Delaware limited partnership
By:	HARVEST GENERAL PARTNER I LLC, a Delaware limited liability company
	By:
	Name:	Scott Shanaberger
	Title:	Chief Financial Officer

HARVEST ARCADIA PLACE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST GREENWOOD TERRACE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST NIAGARA VILLAGE RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST QUAIL RUN ESTATES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST REDBUD HILLS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST UNIVERSITY PINES RETIREMENT RESIDENCE LLC, a Delaware limited liability company
HARVEST MONTARA MEADOWS RETIREMENT RESIDENCE LLC, a Delaware limited liability company
MACON RETIREMENT RESIDENCE LLC, a Delaware limited liability company
WILMINGTON RETIREMENT RESIDENCE LLC, a Delaware limited liability company
By:	HARVEST MEZZANINE I LLC, a Delaware limited liability company
	By:
	Name:	Scott Shanaberger
	Title:	Chief Financial Officer
ESCONDIDO RETIREMENT RESIDENCE LIMITED PARTNERSHIP, an Oregon limited partnership
NAPA RETIREMENT RESIDENCE LIMITED PARTNERSHIP, a Washington limited partnership
By:	HARVEST GENERAL PARTNER II LLC, a Delaware limited liability company
	By:
	Name:	Scott Shanaberger
	Title:	Chief Financial Officer

KALAMA HEIGHTS RETIREMENT RESIDENCE L.L.C., a Washington limited liability company
BEND RETIREMENT RESIDENCE LLC, an Oregon limited liability company
BURLINGTON RETIREMENT RESIDENCE LLC, an Oregon limited liability company
HILTON HEAD RETIREMENT RESIDENCE LIMITED LIABILITY COMPANY, an Oregon limited liability company
JACKSONVILLE RETIREMENT RESIDENCE LLC, an Oregon limited liability company
MADISON RETIREMENT RESIDENCE LLC, an Oregon limited liability company
OCALA RETIREMENT RESIDENCE LLC, an Oregon limited liability company
DENVER RETIREMENT RESIDENCE LIMITED LIABILITY COMPANY, an Oregon limited liability company
TOLEDO RETIREMENT RESIDENCE LLC, an Oregon limited liability company
By:	HARVEST MANAGING MEMBER I LLC, a Delaware limited liability company
	By:
	Name:	Scott Shanaberger
	Title:	Chief Financial Officer

ESCROW AGENT:

FIRST AMERICAN TITLE INSURANCE COMPANY

By:

Name:

Title:

PURCHASER:

NIC ACQUISITIONS LLC, a Delaware limited liability company

By:

Name:

Title:

EXHIBIT C

FORM OF BILL OF SALE

THIS BILL OF SALE (“Bill of Sale”) is made this                      day of                     , 20     by                                          a                                  (“Seller”), in favor of                                         , a                                          (“Purchaser”).

WITNESSETH:

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of             , 20     (the “Purchase Agreement”) with respect to the sale of certain Property identified therein. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Purchaser all of Seller’s right, title and interest in and to the Fixtures and Tangible Personal Property, without representation or warranty of any kind whatsoever except as set forth in and subject to the terms of the Purchase Agreement.

EXCEPT AS MAY BE SET FORTH IN AND SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

This Bill of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Purchaser and Seller.

This Bill of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of [                    ].

[Remainder of page intentionally left blank.]

EXHIBIT C-1

IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the day and year first written above.

Seller:

[                                         ], a

[                                         ]

By:

Name:

Title:

EXHIBIT C-2

EXHIBIT D

FORM OF GENERAL ASSIGNMENT AND ASSUMPTION

This General Assignment and Assumption (this “Assignment”) is executed by and between [SELLER], a [                            ] (“Seller”), and [PURCHASER], a [                            ] (“Purchaser”) as of                     , 20     (the “Effective Date”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of                     , 20     (the “Purchase Agreement”) with respect to the sale of certain Property identified therein. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

WHEREAS, pursuant to the Purchase Agreement, Seller has agreed to assign, without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1. Assignment. As of the Effective Date, Seller hereby assigns, sells and transfers, without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

2. Assumption. As of the Effective Date, Purchaser expressly agrees to assume and hereby assumes all liabilities and obligations of the Seller in connection with the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

3. Counterparts. This Assignment may be executed in a number of identical counterparts. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

4. Applicable Law. This Assignment shall be governed by and interpreted in accordance with the laws of the [                    ].

6. Binding Effect. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

EXCEPT AS MAY BE SET FORTH IN AND SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

EXHIBIT D-1

IN WITNESS WHEREOF, the undersigned has executed this General Assignment and Assumption as of the day and year first written above.

Seller:

[                                         ], a

[                                         ]

By:

Name:

Title:

[Purchaser’s Signature Page Follows]

EXHIBIT D-2

Purchaser:

[                                         ], a

[                                         ]

By:

Name:

Title:

EXHIBIT D-3

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION OF RESIDENT AGREEMENTS

This Assignment and Assumption of Resident Agreements (this “Assignment”) is executed by and between [SELLER], a [                            ] (“Seller”) and [PURCHASER], a [                            ] (“Purchaser”) as of                     , 20     (the “Effective Date”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of                             , 20     (the “Purchase Agreement”) with respect to the sale of certain Property more particularly described in the Purchase Agreement. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

WHEREAS, Seller, as landlord, has entered into certain Resident Agreements for the use of the Property by Residents (collectively, together with all amendments, modifications, supplements, restatements and guarantees thereof, the “Resident Agreements”).

WHEREAS, the Purchase Agreement requires Seller and Purchaser to execute this Assignment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1. Assignment and Assumption. As of the Effective Date, Seller hereby irrevocably assigns, sets over, transfers and conveys to Purchaser all of Seller’s right, title and interest in and to the Resident Agreements. Purchaser hereby accepts this Assignment and the rights granted herein, and Purchaser hereby expressly assumes, for itself and its successors, assigns and legal representatives, the Resident Agreements and all of the obligations and liabilities, fixed and contingent, of Seller thereunder accruing from and after the Effective Date with respect to the Resident Agreements and agrees to (i) be fully bound by all of the terms, covenants, agreements, provisions, conditions, obligations and liability of Seller thereunder, which accrue from and after the Effective Date and (ii) keep, perform and observe all of the covenants and conditions contained therein on the part of Seller to be kept, performed and observed, from and after the Effective Date.

2. General Provisions.

a. Successors. This Assignment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

b. Counterparts. This Assignment may be executed in a number of identical counterparts. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

EXHIBIT E-1

c. Governing Law. This Assignment and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State wherein the Property is located, without reference to the conflict of law provisions thereof.

[Remainder of page intentionally left blank.]

EXHIBIT E-2

IN WITNESS WHEREOF, the undersigned has executed this Assignment and Assumption of Resident Agreements as of the day and year first written above.

Seller:

[                                         ], a

[                                         ]

By:

Name:

Title:

[Signature Page]

EXHIBIT E-3

Purchaser:

[                                         ], a

[                                         ]

By:

Name:

Title:

[Signature Page]

EXHIBIT E-4

EXHIBIT F

FORM OF BRING DOWN CERTIFICATE

[DATE]

Reference is hereby made to that certain Purchase and Sale Agreement (the “Purchase

Agreement”) dated as of                     , 2015, by and among the entities listed as [Seller/Purchaser] on Schedule 1 thereof (collectively, the “Company”), the entities listed as [Purchaser/Seller] on Schedule 1 thereof, and, solely with respect to Section 14.24, Harvest Facility Holdings LP, as Seller Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Pursuant to Section [5.2.5/5.3.4] of the Purchase Agreement, the undersigned, hereby certifies as follows:

1. That the representations and warranties of the Company contained in Section [6.1/6.3] were true and correct as of the date of the Purchase Agreement and are true and correct as of the Closing Date, with the same force and effect as if made as of the Closing Date (except to the extent any such representation or warranty speaks as of any other date, in which case such representation or warranty was true and correct in all respects as of such date), except in each case to the extent the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” and other qualifications using the terms “in any material respect” or “in all material respects” or similar materiality qualifiers in such other representations and warranties will be disregarded.

2. The Company has performed in all material respects all agreements and covenants required to be performed by it under the Purchase Agreement at or prior to the Closing.

EXHIBIT F-1

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first above written.

[Seller/Purchaser]:

[                                         ], a[n] [                                         ]

By:

Name:

Title:

EXHIBIT F-2

EXHIBIT G

FORM OF CERTIFICATION OF NON-FOREIGN STATUS

[Facility Name]

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the undersigned Transferor, the undersigned hereby certifies the following:

1. Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s Taxpayer Identification Number is:                     

3. Transferor’s address is:

5885 Meadows Road, Suite 500, Lake Oswego, Oregon 97035

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declares that he has examined this certification and to the best of his knowledge and belief it is true, correct and complete.

DATED as of the      day of                     , 2015.

TRANSFEROR:

[Seller], a(n)                     

By:

Name:

Title:

EXHIBIT G-1

EXHIBIT H

FORM OF RESIDENT NOTIFICATION¹

[Date]

Dear Holiday Resident:

I am writing to let you know that on                     , Holiday Retirement sold a portfolio of 28 communities to affiliates of New Senior Investment Group, Inc., a publicly traded real estate investment trust that focuses on investing in senior housing. [Name of community] was included in this transaction.

The formal name and address of the new landlord is                                         .

While the ownership of the underlying property has changed hands, we will continue to manage [name of community] as a Holiday Retirement community. As a result of this transaction, you will see no changes in the day-to-day operation of your community. We at Holiday remain completely committed to offering you great service and great value. Furthermore, as a result of the resident satisfaction survey we completed last year, we are looking at a variety of ways to make new investments into our programs, products and people.

Please continue to make all rent checks payable to your community and make all rental payments at the time and place you are accustomed to. In accordance with your residency agreement, rent may be paid in the form of personal or official checks, or by automatic bank account withdrawals. Rent checks may be delivered in person to the Community Manager’s office during normal business hours.

The legal name of the Holiday Retirement company managing the communities is Holiday AL Management Sub LLC. The address and telephone number of the manager is 5885 Meadows Road, Suite 500, Lake Oswego, OR 97035, (971) 245-8122. The manager is authorized to act for and on behalf of the landlord for the purpose of service of process and for the purpose of receiving notices and demands.

In closing, we value the opportunity to serve you each day. When I visit Holiday communities each week, I love to hear from residents, especially when they praise the people who work so hard in our communities to offer a great experience. I hope to meet you in my travels.

Sincerely,

Kai Hsiao

President and Chief Executive Officer

¹  Form to be reviewed by local counsel.

EXHIBIT H-1

EXHIBIT I

PROPERTY CONTRACTS LIST

1) Alexis Gardens

a. Single-Point Billing Agreement June 14, 2002 between Toledo Retirement Residence LLC and Buckeye Cablevision, Inc.

b. Purchased Services Agreement dated September 5, 2014 between Harvest Management Sub LLC and Ace Diversified Services

c. Purchased Services Agreement dated September 5, 2014 between Harvest Management Sub LLC and A2Z Hood Cleaning

d. Landscape Maintenance Agreement dated March 19, 2014 between Harvest Management Sub LLC and Daystar LLC

e. Beauty Salon Agreement dated September 1, 2011 between Harvest Management Sub LLC and Carrie Shaffer

2) Andover Place

a. Services Agreement dated February 1, 2009 between Little Rock Retirement Residence Limited Partnership and Comcast of Little Rock, Inc.

b. Compensation Agreement dated February 1, 2009 between Little Rock Retirement Residence Limited Partnership and Comcast of Little Rock, Inc.

c. Purchased Services Agreement dated July 21, 2014 between Harvest Management Sub LLC and Value Stream Environmental

d. Purchased Services Agreement dated July 21, 2014 between Harvest Management Sub LLC and Mid-South Industrial Cleaning

e. Landscape Maintenance Agreement dated March 18, 2014 between Harvest Management Sub LLC and U.S. Lawns of Little Rock – North

f. Beauty Salon Agreement dated April 1, 2014 between Little Rock Retirement Residence Limited Partnership and SW Hair Services PLLC

g. Lease of Office Space dated August 20, 2014 between Little Rock Retirement Residence Limited Partnership and Dignity Enterprises, Inc.

3) Arcadia Place –

a. Private Cable Agreement dated October 11, 1995, between Vista Retirement Residence and American Distributing Corporation

b. Purchased Services Agreement dated August 1, 2014, between Harvest Management Sub LLC and Shannon Diversified Inc.

c. Landscape Maintenance Agreement dated                     between Harvest Management Sub LLC and Lucena Landscape & Maintenance, Inc.

d. Lease of Office Space dated March 1, 2015 between Harvest Arcadia Place Retirement Residence LLC and Integrity Health Care Solutions

e. Beauty Salon Agreement dated June 21, 2014 between Harvest Arcadia Place and Bertha Whitmore

EXHIBIT I-1

4) Aspen View

a. MDU Service Agreement dated November 30, 2009 between Aspen View Retirement and Bresnan Communications, LLC

b. Purchased Services Agreement dated September 12, 2014 between Harvest Management Sub LLC and Baker Commodities

c. Purchased Services Agreement dated September 12, 2014 between Harvest Management Sub LLC and Advanced Hood Cleaning

d. Landscape Maintenance Agreement dated August 15, 2014 between Harvest Management Sub LLC and the Lawn Ranger

e. Beauty Salon Agreement dated January 1, 2014 between Harvest Aspen Meadows Retirement Residence LLC and April Hyem

f. Lease of Office Space dated July 21, 2014 between Harvest Aspen Meadows Retirement Residence LLC and Yellowstone River of Care, Inc.

5) Augustine Landing

a. Services Agreement dated February 1, 2009 between Jacksonville Retirement Residence LLC and Comcast of Greater Florida / Georgia, Inc.

b. Compensation Agreement dated February 1, 2009 between Jacksonville Retirement Residence LLC and Comcast of Greater Florida / Georgia, Inc.

c. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Metro Rooter Environmental Services

d. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Webco Hood Cleaning

e. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and The Lake Doctor’s Inc.

f. Lease of Office Space dated March 1, 2015 between Jacksonville Retirement Residence LLC and Genesis Rehab Service

g. Lease of Office Space dated September 9, 2014 between Jacksonville Retirement Residence LLC and American Home Therapy, Inc.

h. Beauty Salon Agreement dated November 1, 2011 between Harvest Management Sub LLC and Linda Savoca

6) Cedar Ridge

a. Service and Marketing Agreement dated October 1, 2012 between Burlington Retirement Residence LLC and Time Warner Cable Inc.

b. Landscape Maintenance Agreement dated February 19, 2014 between Harvest Management Sub LLC and Color Landscapes by Michael Dickey, Inc.

c. Purchased Services Agreement dated November 18, 2014 between Harvest Management Sub LLC and Fire Control Systems, Inc.

d. Lease of Office Space dated April 28, 2015 between Burlington Retirement Residence LLC and LHCG L, LLC

EXHIBIT I-2

e. Lease of Office Space dated May 5, 2015 by Burlington Retirement Residence LLC and Legacy Healthcare Services

f. Lease of Office Space dated June 11, 2015 between Burlington Retirement Residence LLC and Affordable Family Care Services

g. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Salon @ Cedar Ridge

7) Echo Ridge

a. Services Agreement dated February 1, 2009 between Harvest Echo Ridge Retirement Residence LLC and Comcast of the South

b. Compensation Agreement dated February 1, 2009 between Harvest Echo Ridge Retirement Residence LLC and Comcast of the South

c. Purchased Services Agreement dated July 8, 2014 between Harvest Management Sub LLC and Valley Proteins Inc.

d. Purchased Services Agreement dated September 14, 2014 between Harvest Management Sub LLC and Powerclean Pressure Washing

e. Landscape Maintenance Agreement dated February 25, 2014 between Harvest Management Sub LLC and Tru Green LandCare

f. Lease of Office Space dated January 31, 2015 between Harvest Echo Ridge Retirement Residence LLC and East Tennessee Personal Care Service, LLC

g. Beauty Salon Agreement dated November 1, 2011 between Harvest Echo Ridge Retirement Residence LLC and Tabitha A. Dyer and Angela Walls

8) Elm Park Estates

a. License for Access and Service Agreement dated December 1, 2006 between Elm Park Retirement Residence Limited Partnership and Cox Communications Roanoke

b. Landscape Maintenance Agreement dated February 7, 2014 between Harvest Management Sub LLC and Clark Landscaping & Lawn Care, Inc.

c. Snow Plowing & Ice Removal Agreement dated November 20, 2014 between Harvest Management Sub LLC and Varsity Landscaping Grounds LLC

d. Construction Services Agreement dated May 11, 2015 between Elm Park Retirement Residence Limited Partnership and U.S. Asphalt Maintenance, LLC

e. Lease of Office Space dated April 23, 2015 between Elm Park Retirement Residence Limited Partnership and At Home Caregivers, Inc.

f. Lease of Office Space dated July 22, 2014 between Elm Park Estates Retirement Residence Limited Partnership and Gentle Care Home Services

g. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Unique Technique Styling Salon

9) Genesee Gardens

a. Services Agreement dated January 6, 2009 between Flint Retirement Residence LLC and Comcast of Flint, Inc.

EXHIBIT I-3

b. Compensation Agreement dated January 6, 2009 between Flint Retirement Residence LLC and Comcast of Flint, Inc.

c. Purchased Services Agreement dated August 24, 2014 between Harvest Management Sub LLC and Dar Pro Solutions

d. Purchased Services Agreement dated September 29, 2014 between Harvest Management Sub LLC and Rapid Fire Protection Inc.

e. Landscape Maintenance Agreement dated April 8, 2014 between Harvest Management Sub LLC and Diamond Lawn Care

f. Beauty Salon Agreement dated September 27, 2013 between Flint Retirement Residence LLC and Keith Cross

g. Lease of Office Space dated September 16, 2014 between Flint Retirement Residence LLC and All Americans Home Care

10) Greenwood Terrace

a. Services Agreement dated February 1, 2009 between Harvest Greenwood Terrace Retirement Residence LLC and Comcast of Missouri Inc.

b. Compensation Agreement dated February 1, 2009 between Harvest Greenwood Terrace Retirement Residence LLC and Comcast of Missouri Inc.

c. Purchased Services Agreement dated September 16, 2014 between Harvest Management Sub LLC and Brooks Grease Service

d. Purchased Services Agreement dated July 23, 2014 between Harvest Management Sub LLC and Bare Metal Standard Midwest

e. Landscape Maintenance Agreement dated February 10, 2014 between Harvest Management Sub LLC and Illusion Lawn

f. Lease of Office Space dated February 11, 2015 between Harvest Greenwood Terrace Retirement Residence LLC and The Caring Groups – Kansas

g. Beauty Salon Agreement dated January 30, 2014 between Harvest Greenwood Terrace Retirement Residence LLC and Jamie Giersch

11) Holiday Hills Estates

a. Service Agreement dated July 1, 1999 between Holiday Holding Company L.L.C. TCI Cablevision of South Dakota, Inc.

b. Purchased Services Agreement dated August 6, 2014 between Harvest Management Sub LLC and Hills Septic Service

c. Purchased Services Agreement dated November 18, 2013 between Harvest Management Sub LLC and Diamond D. Steam Cleaning

d. Landscape Maintenance Agreement dated February 1, 2014 between Harvest Management Sub LLC and All Seasons Property Care

e. Beauty Salon Agreement dated May 1, 2013 between Harvest Holiday Hills Estates Retirement Residence LLC and Jacquelyn Dahlquist

f. Lease of Office Space dated April 1, 2015 between Harvest Holiday Hills Estates Retirement Residence LLC and SEDD Enterprises LLC

g. Lease of Office Space dated May 27, 2015 between Harvest Holiday Hills Estates Retirement Residence LLC and State Home Care Services, Inc.

EXHIBIT I-4

12) Indigo Pines

a. Service and Marketing Agreement dated October 1, 2012 between Hilton Head Retirement Residence Limited Liability Company and Time Warner Cable Inc.

b. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Degler Waste Services

c. Landscape Maintenance Agreement dated May 1, 2014 between Harvest Management Sub LLC and Ocean Woods Landscaping Co., Inc.

d. Beauty Salon Agreement dated July 26, 2010 between Harvest Management Sub LLC and Amanda Ospina

13) The Jefferson

a. Nonexclusive Installation and Service Agreement dated December 1, 2008 between Madison Retirement Residence LLC and Charter Cable Partners, LLC

b. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Sanimax

c. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Badger Hood Cleaning

d. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Lori Kane

e. Lease of Office Space dated February 4, 2015 between Madison Retirement Residence LLC and Genesis Elder Care Rehabilitation

f. Lease of Office Space dated March 29, 2015 between Madison Retirement Residence LLC and HealthCorps Inc.

14) Kalama Heights

a. Service Agreement dated November 16, 2000 between Kalama Heights Retirement Residence, L.L.C. and Time Warner Entertainment Company, L.P.

b. Landscape Maintenance Agreement dated May 1, 2014 between Harvest Management Sub LLC and KAP Landscape

c. Purchased Services Agreement dated November 18, 2014 between Harvest Management Sub LLC and Blue Protection Inc.

d. Beauty Salon Agreement dated November 1, 2013 between Kalama Heights Retirement Residence L.L.C. and Wendy Gusman

e. Lease of Office Space dated June 1, 2014 between Kalama Heights Retirement Residence L.L.C and ADL, LLC

15) Marion Woods

a. Access and Service Agreement dated June 13, 2003 between Ocala Retirement Residence LLC and CoxCom, Inc.

b. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Brown Septic System

c. Landscape Maintenance Agreement dated January 19, 2014 between Harvest Management Sub LLC and Above and Beyond Lawn Maintenance Inc.

EXHIBIT I-5

d. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Aquatic Maintenance, Inc.

e. Lease of Office Space dated August 19, 2014 between Ocala Retirement Residence LLC and TLC Rehab, Inc.

f. Beauty Salon Agreement dated January 1, 2012 between Ocala Retirement Residence LLC and Janice Chetock

g. Lease of Office Space dated January 29, 2015 between Ocala Retirement Residence LLC and Americare Home Therapy, Inc.

16) Montara Meadows

a. Cox Services and Access Agreement dated March 11, 2013 between Harvest Montara Meadows and Cox Communications Las Vegas Inc.

b. Landscape Maintenance Agreement dated May 25, 2014 between Harvest Management Sub LLC and TruGreen Landcare of Las Vegas, LLC

c. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Nelida Bellnomo

d. Lease of Office Space dated September 1, 2014 between Harvest Montara Meadows Retirement Residence LLC and All Care Staffing

17) Niagara Village

a. License for Access and Service Agreement dated July 1, 1999 between Erie Retirement Residence Limited Partnership and Parnassos LP

b. Landscape Maintenance Agreement dated April 1, 2014 between Harvest Management Sub LLC and Jesstone Landscape Service

c. Purchased Services Agreement dated May 21, 2014 between Harvest Management Sub LLC and Roto-Rooter

d. Purchased Services Agreement dated September 23, 2014 between Harvest Management Sub LLC and Presque Isle Power Clean

e. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Annamarie DelleCurti

18) Parkrose Chateau

a. Services Agreement dated February 1, 2009 between Parkrose Retirement Residence Limited Partnership and Comcast of Oregon II Inc.

b. Compensation Agreement dated February 1, 2009 between Parkrose Retirement Residence Limited Partnership and Comcast of Oregon II Inc.

c. Landscape Maintenance Agreement dated March 31, 2014 between Harvest Management Sub LLC and Northwest Landscape Services

d. Beauty Salon Agreement dated January 1, 2014 between Parkrose Retirement Residence Limited Partnership and Marylou Longanecker

19) Pinegate

a. License for Access and Service Agreement dated December 1, 2006 between Macon Retirement Residence LLC and Cox Communications Middle Georgia

EXHIBIT I-6

b. Purchased Services Agreement dated February 24, 2014 between Harvest Management Sub LLC and Hulsey Grease Company

c. Purchased Services Agreement dated June 16, 2014 between Harvest Management Sub LLC and Hoodz North America

d. Landscape Maintenance Agreement dated May 12, 2014 between Harvest Management Sub LCL and Riverfront Landscaping

e. Lease of Office Space dated November 10, 2014 between Macon Retirement Residence LLC and HomeNurse, Inc.

f. Lease of Office Space dated May 25, 2015 between Macon Retirement Residence LLC and FiveStar Healthcare, Inc.

g. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Pinegate Hair Salon

20) Quail Run Estates

a. Services Agreement dated January 6, 2009 between Harvest Quail Run Estates Retirement Residence LLC

b. Compensation Agreement dated January 6, 2009 between Harvest Quail Run Estates Retirement Residence LLC

c. Purchased Services Agreement dated August 21, 2014 between Harvest Management Sub LLC and Harmony Environmental Inc.

d. Purchased Services Agreement dated August 21, 2014 between Harvest Management Sub LLC and Advanced Air Quality

e. Landscape Maintenance Agreement dated April 7, 2014 between Harvest Management Sub LLC and R. J. Landscapes

f. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Karen Mitchell

21) Quincy Place

a. Services Agreement dated February 1, 2009 between Harvest Managing Member I LLC and Mile Hi Cable Partners, LP

b. Compensation Agreement dated February 1, 2009 between Harvest Managing Member I LLC and Mile Hi Cable Partners, LP

c. Landscape Maintenance Agreement dated March 1, 2014 between Harvest Management Sub LLC and Green Meadow Landscaping, LLC

d. Beauty Salon Agreement dated September 11, 2012 between Denver Retirement Residence Limited Liability Company and Denise Chavez

e. Lease of Office Space dated September 5, 2014 between Denver Retirement Residence Limited Liability Company Summit Life Solutions I, LLC

f. Lease of Office Space dated August 25, 2014 between Denver Retirement Residence Limited Liability Company and Legacy Healthcare Services, Inc.

22) Redbud Hills

a. Services Agreement dated February 1, 2009 between Harvest Redbud Hills Retirement Residence LLC and Comcast of Illinois/Indiana/Ohio, LLC

EXHIBIT I-7

b. Compensation Agreement dated February 1, 2009 between Harvest Redbud Hills Retirement Residence LLC and Comcast of Illinois/Indiana/Ohio, LLC

c. Purchased Services Agreement dated September 18, 2014 between Harvest Management Sub LLC and Ace Sanitation Services

d. Purchased Services Agreement dated September 18, 2014 between Harvest Management Sub LLC and National Exhaust Cleaning

e. Landscape Maintenance Agreement dated March 27, 2014 between Harvest Management Sub LLC and Outdoor Improvements LLC

f. Beauty Salon Agreement dated January 1, 2011 between Harvest Management Sub LLC and Lisa Sullivan

g. Lease of Office Space dated June 10, 2014 between Harvest Redbud Hills Retirement Residence LLC and Elder Care

h. Lease of Office Space dated July 28, 2014 between Harvest Redbud Hills Retirement Residence LLC and Legacy Healthcare Services Inc.

23) The Remington

a. Services Agreement dated February 1, 2009 between Hanford Retirement Residence Limited Partnership and Comcast of Sierra Valley Inc.

b. Compensation Agreement dated February 1, 2009 between Hanford Retirement Residence Limited Partnership and Comcast of Sierra Valley Inc.

c. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Shannon Diversified Inc.

d. Landscape Maintenance Agreement dated January 1, 2015, and any Addendums thereto, between Harvest Management Sub LLC and Silvas Lawn Service

e. Lease of Office Space dated May 12, 2015 between Hanford Retirement Residence Limited Partnership and Valley Medical Systems, Inc.

f. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Remington Styling Salon

24) Springs of Escondido

a. License for Access and Service Agreement dated July 1, 2001 between Escondido Retirement Residence Limited Partnership and CoxComm, Inc.

b. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Shannon Diversified Inc.

c. Landscape Maintenance Agreement dated April 18, 2014 between Harvest Management Sub LLC and Lucene Landscape & Maintenance, Inc.

d. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Eugenia Ann Sanches

e. Lease of Office Space dated November 30, 2014 between Escondido Retirement Residence Limited Partnership and Always Best Care Senior Services

f. Lease of Office Space dated August 1, 2014 between Escondido Retirement Residence Limited Partnership and Together We Care

EXHIBIT I-8

25) Springs of Napa

a. Services Agreement dated March 1, 2009 between Napa Retirement Residence Limited Partnership and Comcast of East San Fernando Valley LP

b. Compensation Agreement dated March 1, 2009 between Napa Retirement Residence Limited Partnership and Comcast of East San Fernando Valley LP

c. Landscape Maintenance Agreement dated November 27, 2013 between Harvest Management Sub LLC and Cagwin & Dorward Landscape Contractors

d. Purchased Services Agreement dated August 1, 2014 between Harvest Management Sub LLC and Shannon Diversified

e. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Leigh Ann Churchfield

26) Stone Lodge

a. Premises Access and Cable Service Agreement for Multi-unit Dwellings dated November 8, 2004 between Bend Retirement Residence LLC and BendCable Communications, LLC

b. Landscape Maintenance Agreement dated March 21, 2014 between Harvest Management Sub LLC and Northwest Landscape Services

c. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Connie Wright

d. Lease of Office Space dated June 6, 2015 between Bend Retirement Residence LLC and Cascade In Home Care, LLC

27) University Pines

a. License for Access and Service Agreement dated December 1, 2006 between Pensacola Retirement Residence Limited Partnership and Cox Communications Gulf Coast, L.L.C.

b. Purchased Services Agreement dated February 24, 2014 between Harvest Management Sub LLC and Hulsey Grease Company

c. Purchased Services Agreement dated June 16, 2014 between Harvest Management Sub LLC and Hoodz North America

d. Landscape Maintenance Agreement dated February 16, 2014 between Harvest Management Sub LLC and IV Seasons Landscape & Lawncare

e. Beauty Salon Agreement dated January 1, 2010 between Harvest Management Sub LLC and Nila M. Maloney

f. Lease of Office Space dated June 24, 2014 between Harvest University Pines Retirement Residence LLC and STAT Home Health Florida Panhandle, LLC

28) Woods at Holly Tree

a. Service and Marketing Agreement dated October 1, 2012 between Wilmington Retirement Residence Limited Liability Company and Time Warner Cable Inc.

b. Landscape Maintenance Agreement dated February 26, 2014 between Harvest Management Sub LLC and Superior Lawns of Wilmington Inc.

c. Purchased Services Agreement dated September 22, 2014 between Harvest Management Sub LLC and Valley Proteins, Inc.

EXHIBIT I-9

d. Beauty Salon Agreement dated November 1, 2014 between Wilmington Retirement Residence LLC and Joyce R. Perdue

e. Lease of Office Space dated November 30, 2014 between Wilmington Retirement Residence LLC and Assisted Care, Inc.

f. Lease of Office Space dated April 1, 2015 between Wilmington Retirement Residence LLC and Martha’s Inc.

g. Lease of Office Space dated May 5, 2015 between Wilmington Retirement Residence LLC and Legacy Healthcare Services

EXHIBIT I-10

EXHIBIT J

FORM OF MANAGEMENT AGREEMENT

EXHIBIT J TO PURCHASE AGREEMENT

MANAGEMENT AGREEMENT

between

                     (“MANAGER”)

and

                     (“OWNER”)

            , 2015

EXHIBIT J-1

TABLE OF CONTENTS

		Page
1.	Appointment		1
2.	Management Responsibilities		1
3.	Operating Responsibilities and Operating Account		12
4.	Books and Records		14
5.	Indemnification		14
6.	Insurance		15
7.	Payment/Fees		17
8.	Term		19
9.	Remedies/Termination		19
10.	Subordination of Management Agreement		23
11.	Branding/Proprietary Materials		24
12.	Status; Authority; Binding Effect		24
13.	Assignment		25
14.	Attorney’s Fees		26
15.	Confidentiality		26
16.	Notices		26
17.	Entire Agreement; Binding Nature		26
18.	No Waiver		26
19.	Severability		27
20.	Governing Law		27
21.	Counterparts		27
22.	Force Majeure		27
23.	Relationship of the Parties		27
24.	Construction		27
25.	Consents		27
26.	Withholding Taxes and State Income Tax Returns		28
27.	Inspection of the Facility		28
28.	Amendments		28
29.	Failure to Perform		28
30.	REIT Status		28
31.	Independent Contractor		29
32.	Certain Definitions		29

Schedules

Schedule 2(l) – Monthly Reports

Schedule 2(m) – 2015 Annual Budget

Schedule 6 – Insurance

Schedule 7(a) – Base Fee Amount

MANAGEMENT AGREEMENT¹

THIS MANAGEMENT AGREEMENT (this “Agreement”) is effective as of             , 2015 (the “Effective Date”), and is entered into by and between [            ], a [Delaware limited liability company] (“Manager”) and [            ], a [            ] (“Owner”). Owner owns the senior living facility known as [            ] (such facility, together with the land on which such facility is located, as more particularly described on Exhibit A attached hereto (but excluding any separate facility developed thereon), the “Facility”), which is located at [            ], and desires to retain Manager to manage and operate the Facility pursuant to the terms and conditions of this Agreement. As parties hereto, Manager and Owner agree:

1. Appointment: As of the Effective Date and subject to the terms and conditions of this Agreement, Owner hereby appoints Manager as its exclusive operating, managing and leasing agent for the Facility, which includes the power and authority to act in the name of and on behalf of Owner to transact the business of operating and managing the Facility and to make and execute contracts, leases, and other writings, assurances, and instruments which may be needed to operate and manage the Facility as a senior housing community providing independent living services. Manager hereby accepts such appointment, together with all the rights, powers, and authority provided by Owner, and Manager hereby agrees that as the operator of the Facility, it shall act in accordance with the terms of this Agreement. Owner shall retain its ownership interest in, and nothing herein shall be construed to give Manager any interest in (other than such rights to possession or use as may be required to allow Manager to perform its obligations under this Agreement): (a) the Facility; and (b) any other assets of Owner (including, without limitation, any furnishings, fixtures, trade fixtures, equipment, supplies, consumables, inventories, tangible and intangible personal property, accounts and accounts receivable, agreements with residents and other contracts or agreements relating to the Facility (excluding any National Contract (as defined in Section 2(f)))) necessary or convenient to the ownership, leasing, use, and operation of the Facility and acquired with Owner’s funds or revenues of the Facility.

2. Management Responsibilities: Manager, upon its own initiative, shall use commercially reasonable efforts to bring to Owner’s attention opportunities to (i) increase or stabilize the revenues of the Facility and control or minimize the expenses of the Facility and (ii) improve the quality of services to the Residents. Manager shall promptly notify Owner of (A) any events or conditions with respect to the Facility that have, or could reasonably be expected to have, a material adverse effect on Owner or the Facility, (B) any condemnation with respect to the Facility, (C) any material casualty with respect to the Facility, (D) receipt of written notice of default of any material legal obligation of Owner, and (E) the initiation of any legal matters or proceedings that under Section 2(o) cannot be settled without Owner’s consent. In addition to Manager’s obligations set forth elsewhere in this Agreement, Manager shall perform the duties and provide the services described in this Section 2 below.

(a) Facility Management Team: Manager shall recruit, evaluate, select, employ, train, supervise, manage and discharge the Facility’s management team, who shall be responsible for the functional operation of the Facility and execution on a day-to-day basis of policies established by Manager in accordance with this Agreement.

¹  Prior to signing, this agreement will be revised as appropriate to reflect tax structuring.

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(b) Personnel:

(i) Manager (or an Affiliate of Manager) shall be the employer of all personnel employed from time to time at the Facility and all Facility marketing personnel (collectively, “Facility Employees”) and certain off-site personnel. All matters pertaining to the employment, selection, training, supervision, compensation, promotion and discharge of the Facility Employees are the responsibility of Manager, with respect to which Manager shall exercise reasonable care. Manager shall maintain staffing levels at the Facility at all times at levels which are sufficient to operate the Facility consistent with the Performance Standard. Subject to the other terms of this Agreement, Manager shall have the sole power to hire, discipline and/or dismiss all personnel employed at the Facility and to make all staffing decisions, provided, at Owner’s reasonable prior written request, Manager shall consult with Owner regarding recruitment, hiring and dismissal with respect to any lead community manager. Furthermore, upon prior written notice to Manager, Manager shall make any lead community manager reasonably available for discussions with Owner, provided that Manager shall be entitled to have a designated representative present during any such meetings. Manager shall establish all necessary and desirable personnel policies, wage structures and staff schedules for employment of personnel at the Facility. All Facility Employees’ duties in connection with their employment shall be exclusively dedicated to the Facility, provided that (so long as sufficient staffing levels are maintained as provided above) Manager may from time to time assign any Facility Employee to provide services to any senior housing facility (owned or managed by Manager or its Affiliates) other than the Facility, in which event all costs relating to such Facility Employee shall be allocated to the Facility and to the other facilities receiving the benefit of such services, provided the methodology used to allocate expenses to the Facility is reasonable and equitable and approved by Owner.

(ii) Subject to prior notice to Owner, Manager shall negotiate with any union lawfully entitled to represent employees and may execute in its own name, and not as agent for Owner, collective bargaining agreements or labor contracts resulting therefrom, provided that, in no event shall Manager, without Owner’s prior written consent (which consent shall not be unreasonably withheld), enter into any collective bargaining agreements or labor contracts which shall cause Manager to incur expenses with respect to the Facility for any year in excess of the amounts contemplated by the Annual Budget for such year unless Manager agrees in writing that it shall be solely responsible for any material increase in costs resulting therefrom.

(iii) Manager shall comply, in all material respects, with all Applicable Laws having to do with worker’s compensation, social security, unemployment insurance, hours of labor, wages, working conditions and other employer/employee related subjects with respect to the Facility Employees.

(iv) Within five (5) days after the end of each calendar month during the term of this Agreement, Manager shall deliver to Owner a notification of the hiring and/or discharge, as applicable, of any manager, co-manager or marketing personnel during such calendar month. In addition, upon written request of Owner (but in any event not more often than one (1) time in any thirty (30) day period), Manager shall provide to Owner a written schedule listing, as of a date that is not more than thirty (30) days prior to the date of delivery, all Facility Employees, such Facility Employee’s title or job description, salary and additional compensation or perquisites (such as lodging, meals, maintenance, moving expenses, bonus and incentive compensation and the like).

(c) Operational Policies: Subject to the other terms of this Section 2, Manager shall maintain and develop all operational policies, procedures and manuals as may be necessary to ensure compliance with any licensure requirements of Owner and/or the Facility and to ensure establishment and maintenance of the standards of resident services appropriate to operating the Facility as a senior independent living community.

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(d) Forms: Manager shall maintain and develop all invoices and other such forms necessary for the operation of the Facility.

(e) Charges: Manager shall establish the schedules of recommended charges for occupancy, products and services, including any and all special charges to the residents of the Facility. Manager may periodically review and adjust any and all such charges.

(f) Utility and Service Contracts: Manager shall, on behalf of the Facility (in the name of Manager or its affiliate(s) (if necessary or beneficial) or in the name of, and as agent for, Owner), enter into or cause the execution of service contracts as required in the ordinary course of business for the operation of the Facility including, but not limited to, contracts for water, electricity, natural gas, telephone, sewer, cleaning, trash removal, pest control, cable television, elevator, and boiler maintenance, and other services related to the maintenance of the Facility or to the health and safety of its occupants and employees and such other contracts as may be necessary to carry out the obligations imposed on Manager under this Agreement (it being understood that Harvest Management Sub LLC will, as agent for [Sub-]Manager, keep in place certain existing utility contracts for the Facility)]. All Facility contracts (excluding (i) National Contracts (defined below) and (ii) contracts with Affiliates of Manager), which are in effect at the expiration or termination of this Agreement and which were entered into in accordance with the terms of this Agreement and are assignable, to the extent not in the name of Owner, shall be assigned by Manager to Owner or its designee effective as of the date of such expiration or termination of this Agreement; provided that if any contract requires consent to assignment pursuant to the terms thereof, and the counterparty to such contract will not consent to an assignment, any early termination fees shall be the responsibility of Owner or its designee and Manager shall have no liability with respect thereto. Manager shall use good faith efforts to negotiate terms in each contract (other than National Contracts and any contract with a term of sixty (60) days or fewer) (x) permitting assignment to Owner or its designee upon expiration or termination of this Agreement at no cost to Owner or its designee and (y) requiring no termination or assignment fees. Manager shall perform as and when required under Facility contracts the duties and responsibilities imposed on Owner under the terms thereof. Facility contracts may consist of any National Contract to the extent that (a) such National Contract offers competitive prices, (b) the prices charged by the vendors under such National Contract with respect to the Facility are no greater than the prices charged for the same goods or services with respect to other facilities covered by such National Contracts and located in the same geographical region as the Facility and (c) Owner has the right to review and approve the allocation methodology for each National Contract in connection with the Proposed Annual Budget. “National Contracts” shall mean any national or other contracts in the name of Manager or one of its Affiliates [or Sub-Manager or one of its Affiliates] pursuant to which the Facility, as well as any facility other than those owned or leased by Owner or an Affiliate of Owner, is receiving goods, services and/or other benefits. Manager shall use commercially reasonable efforts to obtain for the benefit of the Facility and Owner all Rebates available, including by making bulk purchases and early payment of invoices. In the event that Manager or its Affiliates receive any Rebates, such Rebates shall accrue exclusively to the benefit of the Facility, except that, with respect to any Rebates under any National Contracts, Manager agrees to allocate a fair and reasonable portion of such Rebates to the Facility. Manager shall use a reasonable competitive bidding process with respect to any contracts or orders that are reasonably likely to result in the aggregate amount payable with respect thereto exceeding $100,000 in any twelve (12) month period. Manager shall not execute any contract with Manager or any Affiliate of Manager (it being agreed that, for purposes of this sentence, “control” (as used in the definition of the term “Affiliate”) of any entity shall include ownership of more than ten percent (10%) of the equity interests in such entity, as well as the power to direct the management or policies of such entity) relating to the provision of goods or services for the Facility if Owner is required to pay the costs of such contract pursuant to the terms of this Agreement, unless (A) Manager has disclosed such affiliation to Owner in writing, and (B) Owner has approved such contract in writing (after Manager’s disclosure of such affiliation), which consent shall not be unreasonably withheld, conditioned or delayed,

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provided that the restriction set forth in this sentence shall not apply to any National Contract so long as the terms of subsections (a), (b) and (c) above are satisfied with respect to such National Contract. Upon Owner’s request from time to time, Manager shall provide Owner with a complete list and copies of all Facility contracts, including all Occupancy Agreements (as defined in Section 2(n) below). From time to time, upon Owner’s request, Manager shall provide to Owner a schedule of all existing contracts to which Manager [or Sub-Manager] is a party for the provision of goods or services to the Facility.

(g) Purchasing: Manager shall purchase or arrange for the purchase of inventories, provisions, supplies, and operating equipment necessary for the maintenance and operation of the Facility.

(h) Maintenance and Repair: Manager shall coordinate the repair and maintenance of the Facility in a condition that is substantially the same or better than existed as of the Effective Date (or, if later, the date of completion of any capital improvement to the Facility in accordance with the terms hereof), ordinary wear and tear and casualty excepted, including but not limited to cleaning, painting, decorating, plumbing, electrical, HVAC, appliances, carpentry and ground care.

(i) Information and Other Requirements:

(i) Marketing and Overall Business Plan: Manager shall develop and implement the overall business and marketing plans for the Facility.

(ii) Owner and Manager Representative Communications: Each party shall select a representative from time to time, and as notified to the other party in writing, for purposes of communications between Owner and Manager with respect to the management and operation of the Facility, the Proposed Annual Budget, the Annual Budget and other matters requiring communication pursuant to the terms of this Agreement.

(iii) In-Person Meeting with Owner: Upon not less than ten (10) business days’ prior written request by Owner, Manager shall cause a representative of Manager to meet at the Facility or participate in phone conversations with representatives of Owner to discuss matters concerning the Facility (including, without limitation, the reports provided pursuant to Section 2(l)).

(j) Equipment and Improvements:

(i) Manager shall advise Owner as to any recommended improvements to the Facility and/or as to the replacement of obsolete or run-down equipment. Owner shall review and decide upon Manager’s recommendations as soon as practicable. Manager shall not be liable for any cost or liability which Manager or Owner may incur, or to which Owner may be subject, in the event Owner fails to act on or disregards Manager’s recommendations (or for any failure of Manager to comply with this Agreement caused by such failure of Owner, and Manager shall not be deemed to be in default hereunder as a result thereof) to the extent resulting from the failure of Owner to follow or to act upon such recommendations. Notwithstanding the foregoing, Manager shall maintain the equipment and improvements in the same or better condition as existed as of the Effective Date (or, if applicable, as of such later date of completion of a capital improvement or equipment purchase with respect to such improvement or equipment), ordinary wear and tear and casualty excepted, and Manager shall cause all repairs, replacements and maintenance to be performed for such purpose; provided, however, that the same shall at all times be undertaken in a workmanlike and lien free manner. Subject to the terms of Section 2(j)(ii) below, Manager shall use the Facility’s on-site maintenance personnel for all day-to-day maintenance activities, as and when reasonably practicable, and, as necessary, shall contract with qualified third party contractors to provide necessary services with respect to the Facility.

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(ii) Owner, in its sole discretion, may elect to make any repairs or capital improvements at the Facility, provided, if the same are unbudgeted, the cost for such additional repairs or capital improvements are paid by the Owner outside of the Annual Budget (or pursuant to a modification of the Annual Budget) (each, an “Owner Project”). With respect to any Owner Project, except with respect to an emergency or as necessary to comply with Facility Loan Documents or other legal obligations (in which case as much prior notice shall be provided to Manager as is practicable), Owner shall provide not less than sixty (60) days’ written notice of the proposed repair or capital improvement project and coordinate with Manager to minimize disruption to operations at the Facility. If any repair or capital improvement project undertaken pursuant to the terms of this Section 2(j)(ii) results in a Disruption Condition for a period in excess of thirty (30) days and at the time of such project the occupancy at the Facility is not less than 90%, the Fee paid to Manager for any month in which all or a portion of a Disruption Period occurs shall not be less than the average Fee paid for the most recent three (3) month period during which there existed no Disruption Condition. Manager shall cause any repair or capital improvement contemplated by this Section 2(j)(ii) to be completed pursuant to Section 2(h); provided, however, if any such repair or capital improvement project is estimated to cost $50,000 or more, Owner shall have the right, at its election, to manage and control the project, including, but not limited to, selecting and managing the contractors. Notwithstanding anything to the contrary contained in this Agreement, if Owner makes such election to manage and control any project (such project, an “Owner Controlled Project”), Manager shall have no liability or obligation hereunder or otherwise with respect to any Owner Controlled Project, the personnel and/or contractors selected by Owner or their performance (or failure to perform), the quality of their work and/or any claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses that arise from any Owner Controlled Project, and Owner shall be solely responsible for any Owner Controlled Project and indemnify and hold harmless Manager for any Claims arising out of any such Owner Controlled Project. Furthermore, for any project which Owner does not elect to control pursuant to this Section 2(j) (any such project, a “Manager-Controlled Project”), Manager shall have no liability with respect to such Manager Controlled Project, the personnel and/or contractors selected by Manager or their performance (or failure to perform), the quality of their work and/or any claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses that arise from any Manager Controlled Project, provided Manager’s performance of its duties with respect to such Manager Controlled Project does not constitute gross negligence or willful misconduct. For the purposes of this Section 2(j)(ii), with respect to any repair or capital improvement project undertaken pursuant to this Section 2(j)(ii), (i) “Disruption Condition” shall mean that not less than ten percent (10%) of the residential units at the Facility are unavailable for occupancy due to such project, and (ii) “Disruption Period” shall mean that period commencing on the date the applicable Disruption Condition commences and ending on the date that is the earlier of sixty (60) days following the date such Disruption Condition ceases to exist and the date all of the applicable units are occupied. In connection with any Manager-Controlled Project, Manager shall use commercially reasonable efforts to prevent any liens from being filed against the Facility, and shall seek (and, for any work or materials which cost more than $10,000 or for which acknowledgements, waivers and releases are required under any Applicable Facility Loan Documents, Superior Leases and Title Documents, shall obtain as a condition to payment therefor) payment acknowledgments, claim waivers and lien releases from the personnel and contractors performing work or furnishing materials, in connection with such project, but only to the extent that Owner has made funds available to Manager to pay for such work or materials.

(k) Bookkeeping and Accounting: Manager shall keep, prepare and maintain books and records of the Facility in the ordinary course using a consistent method from period to period, accurately reflecting the operational and financial affairs of the Facility. All financial reports shall be prepared in accordance with GAAP, provided, for the avoidance of doubt, the parties agree that any move-in fees or other incentives paid by a resident will be reflected in the financial statements and amortized over the remaining expected length of stay for such resident on a straight line basis in

5

accordance with GAAP. Manager will prepare and deliver, or cause to be prepared and delivered, to Owner for its review, and file or cause to be filed, all property-level tax returns of the Facility, including sales and use tax returns, personal property tax returns and business, professional and occupational license tax returns, as applicable. Subject to the provisions of this Agreement, Manager shall use commercially reasonable efforts (i) to cause the Facility to be operated in a manner to assure that Owner and the Facility receive all benefits of applicable tax exemptions or credits available thereto from any Governmental Authority and (ii) to appeal any tax assessments (x) in the event that Manager determines such assessments to be incorrect or unreasonable or (y) at the direction of Owner, provided in each case Manager shall consult with Owner in connection with such appeal process. Manager shall provide Owner data in Manager’s possession, or otherwise available to Manager, relating to the Facility which Owner may need for the preparation of federal and state tax returns. Manager shall provide Owner all documents and data in Manager’s possession, or otherwise available to Manager, relating to the Facility which Owner may need for the preparation of federal and state income tax returns. Manager shall provide such documents and information promptly upon request by Owner. Manager shall not be responsible for the preparation of any of Owner’s income tax returns.

(l) Reports: Manager shall deliver or cause to be delivered to Owner the following financial statements and reports with respect to its operations at the Facility:

(i) annual financial statements (balance sheet, cash flow statement, income statement, and book and tax depreciation schedules), certified to be true, accurate and complete, in all material respects, by Manager, and audited by an independent certified public accounting firm reasonably selected by Owner, within 30 days after the end of each calendar year (the “Annual Financial Statement”);

(ii) each of the monthly reports set forth and designated as “Monthly Reports” on Schedule 2(l) attached hereto (collectively, the “Monthly Reports”). The Monthly Reports shall be provided to Owner in the format and within the number of days after the end of each such calendar month specified in Schedule 2(l) and shall be certified by Manager to be true, accurate and complete in all material respects;

(iii) the reports, statements and other items relating to the Facility or Manager which are required, as and (subject to Section 2(q)(i)) when required, under Sections 8.02, 8.03 and 13.02(a)(6) of the Multifamily Loan and Security Agreement in effect between Owner and the Facility Lender as of the Effective Date, so long as the same remains in effect;

(iv) any other reports or statements set forth on Schedule 2(l); and

(v) any other reports or statements reasonably requested by Owner.

All costs and expenses incurred in connection with the preparation of any statements, schedules, computations and other reports required under clauses (ii), (iii) and (iv) above shall be at Manager’s expense. All costs and expenses incurred in connection with the delivery of audited financial statements pursuant to clause (i) above and Manager’s out-of-pocket costs incurred in delivering any report or statement pursuant to clause (v) shall be at Owner’s expense.

So long as Owner has paid to Manager all amounts due and owing to Manager pursuant to the terms of this Agreement and with respect to any such report, Manager’s obligations under this Section 2(l) to prepare and deliver any report to Owner shall survive the expiration of the Term or earlier termination of this Agreement but only with respect to the reports that would have been due and delivered by Manager for the applicable reporting period ending on or immediately after such expiration or termination date.

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(m) Operating Plans and Budgets: The Annual Budget for calendar year 2015 shall be the budget attached hereto as Schedule 2(m) (the “Initial Budget”). Each of Owner and Manager agrees and acknowledges that it has had a reasonable opportunity to review, and has approved, the Initial Budget. With respect to each subsequent calendar year during the Term, Manager shall prepare and shall submit to Owner, for Owner’s review and approval, an annual operating plan and budget for the Facility setting forth in reasonable detail the estimated receipts and expenditures (capital, operating, maintenance and other) for the Facility on a monthly and an annual basis (including projected EBITDARM), a proposed cash flow statement, a proposed marketing plan, the method of calculation of the rates and prices for occupancy, products and services provided at the Facility, a proposed schedule of salaries and benefits for the Facility Employees and a financial analysis for any new programs to be established or any recommendations to close existing programs, which proposed annual operating plan and budget (“Proposed Annual Budget”) shall be [comparable in form to the Initial Budget²]. “Annual Budget” refers to the then operable annual plan and budget, which is either agreed upon by the parties or determined in accordance with Section 2(m)(iii) and Section 2(m)(iv) below, subject to the terms of this Agreement. Manager shall submit to Owner on or prior to November 1 of each year for the succeeding calendar year a complete draft of the Proposed Annual Budget for Owner’s review. Manager and Owner shall use good faith efforts to update, finalize and approve the Proposed Annual Budget prior to December 31 of each year. Once the Proposed Annual Budget has been submitted to Owner the following provisions shall apply with respect to the review and approval thereof:

(i) If Owner disagrees with any portion of the Proposed Annual Budget, Owner will notify Manager in writing of the same on or prior to the later of (x) thirty (30) days after delivery to Owner of the Proposed Annual Budget, or (y) December 10 of the year prior to the year covered by the Proposed Annual Budget (the “Budget Response Deadline”). If Owner fails to respond or does not reject all or any portion of the Proposed Annual Budget for a given year on or prior to the Budget Response Deadline, Manager delivers to Owner a notice stating that Owner will be deemed to have approved the Proposed Annual Budget unless Owner responds within five (5) days, and Owner fails to respond or does not reject all or any portion of the Proposed Annual Budget during such five (5) day period, then Owner shall be deemed to have approved the entire Proposed Annual Budget.

(ii) If Owner rejects in writing any portion of the Proposed Annual Budget for any calendar year on or prior to the Budget Response Deadline (or prior to the deemed approval of the entire Proposed Annual Budget), Manager shall respond to Owner’s objections no later than seven (7) days after Owner’s rejection. If Owner and Manager remain in disagreement with respect to the Proposed Annual Budget following such response from Manager, Owner and Manager shall use good faith efforts to resolve such disagreement prior to the date that is the later of (the “Budget Finalization Period”) (x) ninety (90) days after the date of delivery to Owner of the Proposed Annual Budget for such calendar year, or (y) March 31 of the calendar year relating to such Proposed Annual Budget.

(iii) Manager shall implement the Annual Budget and shall not incur expenses with respect to the Facility for any year in excess of the amounts contemplated by the Annual Budget for such year without Owner’s prior written consent. Notwithstanding the foregoing, Manager shall not be deemed to be in default of its obligations under this Section 2(m)(iii) in the event: [(u) Manager pays the Sub-Management Fee in accordance with the Sub-Management Agreement (even if such fee exceeds the amount set forth in the Annual Budget therefor, so long as Manager’s estimate therefor set forth in the Proposed Annual Budget was its good faith estimate of such fee)] (v) Manager

²  The form of budget will be substantially the same as the Initial Budget but may be more specific in certain respects and will be provided by Manager to Owner prior to closing for review/approval.

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incurs any expenditures for taxes and similar charges, utility costs and insurance premiums in respect of the Facility, (w) Manager incurs any expenditures that must be made immediately in order to cure any violation, or to avoid any imminent violation, of Applicable Law that would impose material liability on Owner or Manager, (x) Manager incurs any expenditures that do not cause the aggregate operating expenses or capital expenditures (as applicable) set forth in the Annual Budget to be exceeded by more than 5%, (y) in the event of an occurrence or condition that poses an imminent risk of damage to the Facility or injury to its occupants or employees, Manager incurs any expenditures required in connection therewith to protect the Facility and/or the health and safety of the Facility occupants and employees, and/or (z) Manager incurs any other expenditures specifically required or permitted pursuant to the terms of this Agreement (the foregoing, together with any other expenditures approved by Owner, and any expenditures contemplated by any Annual Budget, “Permitted Expenditures”). Any other expenditures, including capital expenditures for repairs, replacements or improvements not contemplated by the Annual Budget (except as contemplated by this subsection (iii)), shall be subject to the prior written approval of Owner; provided, however, Owner shall not be deemed to have unreasonably withheld its approval if (aa) Owner lacks the financial resources to cover the cost of such expenditure or (bb) the cost of any expenditure will exceed $15,000 individually or in the aggregate with other unbudgeted expenditures in the same calendar year.

(iv) In the event an Annual Budget (or portion thereof) has not been agreed upon on or prior to the beginning of a given calendar year, the Annual Budget (or corresponding portion thereof) for the prior calendar year shall serve as the applicable operating plan and budget until the earlier of (x) the date Owner and Manager mutually agree upon the Annual Budget for such calendar year and (y) the expiration of the Budget Finalization Period; provided that if Owner and Manager do not mutually agree upon the Annual Budget (and until such time as they so mutually agree) (1) each line item in such operating budget (or portion thereof) shall be an amount equal to 103% of the corresponding line item amount reflected in the prior calendar year’s Annual Budget, (2) such operating budget shall be further increased to reflect (A) all revenue increases or decreases and variable cost increases or decreases resulting from any increase or decrease in the rate of occupancy at the Facility over the rate of occupancy contemplated in the prior year’s Annual Budget and (B) increased or decreased costs relating to utility expenses, fuel, general real estate taxes, insurance premiums and other items not within the control of the Manager and (C) increased or decreased costs incurred under the terms of any National Contract over which Manager does not have discretion thereunder, and (3) any amounts included in the Annual Budget for the prior calendar year for specific capital improvements shall be disregarded only to the extent such improvements have been completed and paid for. To the extent that Manager and Owner cannot resolve any disputed matters with respect to any Proposed Annual Budget on or prior to the expiration of the Budget Finalization Period, then Owner shall make a final determination regarding such disputed matters and the Annual Budget for such calendar year shall reflect such final decisions.

(n) Occupancy Agreements: Manager shall, on behalf of and solely as agent for Owner (and not in its own capacity), enter into agreements with the residents of the Facility (the “Resident Agreements”) and other agreements, if any, for the use or occupancy of space in the Facility (whether by licensees, concessionaires, permissive use arrangement, subtenants, or otherwise) (such other agreements, together with the Resident Agreements, the “Occupancy Agreements”) and perform, as and when required thereunder, the duties and responsibilities imposed on Owner under the terms thereof. Manager shall use commercially reasonable efforts to ensure that all Occupancy Agreements entered into after the Effective Date, taken together in the aggregate, contain economic terms which are consistent with the then applicable Annual Budget as contemplated by Section 2(m). Manager shall prepare the forms of Occupancy Agreement to be used at the Facility and shall obtain the approval of Owner (not to be unreasonably withheld, conditioned or delayed), and (if required under the Facility Loan Documents) the Facility Lender, of such forms, before they are used at the Facility. From time to time Manager may reasonably modify any of the forms of Occupancy Agreement used at the Facility to the extent such

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modifications (i) are required by Applicable Law or (ii) are made with respect to a particular Resident, comply with Applicable Law and are on market terms. Manager shall not otherwise amend or modify the previously approved Resident Agreement form(s) without Owner’s approval (not to be unreasonably withheld, conditioned or delayed).

(o) Legal Proceedings: Manager shall, through legal counsel reasonably selected by Manager and, to the extent Owner’s approval is required under this Section 2(o) for the initiation or settlement of the applicable legal matter or proceeding, approved by Owner, coordinate all legal matters and proceedings relating to the Facility, provided Owner shall have the exclusive right to approve (i) if, and only if, Owner holds in its own name regulatory licenses and certifications with respect to the Facility, all settlements of administrative proceedings and litigation related to such licensure or certifications of the Facility, (ii) the initiation by Manager of any claim or lawsuit with respect to the Facility involving an amount equal to or greater than $25,000 (other than any eviction proceeding, which shall not require the prior approval of Owner), and (iii) the settlement of any contract claim or other claim (other than any claim enforcing the obligations of any resident under any Resident Agreement or any claim against the Facility covered by insurance (and for which counsel has been appointed or approved by the insurance company), which shall not require the prior approval of Owner) with respect to any matter relating to the Facility involving an amount equal to or greater than $25,000. Notwithstanding the foregoing, (x) any legal matter or proceeding naming, or involving the assertion of claims against, the Manager which does not involve relief sought by or through Owner and could not reasonably be expected to result in any judgment or lien against, or citation of, the Facility or the Owner or any cost to Owner directly or pursuant to Owner’s indemnity obligation hereunder (whether pursuant to a settlement or otherwise), may, at Manager’s sole option, be controlled solely, and may be settled, by Manager and counsel appointed by Manager in its sole discretion and at Manager’s sole cost, (y) Owner agrees that Manager shall have the right to reasonably approve any legal counsel with respect to any legal matter or proceeding contemplated herein that names or otherwise involves Manager and all strategies, decisions and/or settlements with respect to any such matter or proceeding shall be subject to the prior consent of Manager, which consent may be granted or withheld in Manager’s sole discretion in the case of a matter or proceeding described in clause (x) above and (z) any legal matter, claim, or suit brought by Manager against Owner or by Owner against Manager shall not be subject to the terms of this Section 2(o).

(p) Licensing: At all times during the Term, Owner will be the named licensee on the permits, licenses and certifications, if any, for the Facility. The parties hereby agree and acknowledge that, during the term of this Agreement, Manager shall maintain in full force and effect the permits, licenses and certifications, if any, required by Applicable Law for the operation of the Facility (and Owner shall assist Manager and cooperate with Manager as reasonably required in connection therewith). In order to ensure Manager’s compliance with its obligations under this Agreement, if Owner intends to enter into any regulatory agreement or order, Owner shall promptly provide Manager with a copy of such agreement or order, and prior to signing any such regulatory agreement or order, Owner shall, to the extent permitted by Applicable Law, provide Manager the right and reasonable opportunity to review, comment on, and, if such agreement or order modifies Manager’s obligations with respect to the Facility, consult with Owner regarding, the same.

(q) Standard of Performance: Manager shall use commercially reasonable efforts to manage the Facility at all times as an independent living senior housing community in compliance with Applicable Laws (in all material respects), Manager’s Standards, this Agreement, the Annual Budget and all material requirements of any and all Applicable Facility Loan Documents, Superior Leases and Title Documents (the “Performance Standard”).

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(i) With respect to any documents or information relating to the Facility required to be delivered pursuant to any Applicable Facility Loan Document, Superior Lease or Title Document, Manager shall use commercially reasonable efforts to provide the same to Owner in sufficient time for Owner to reasonably review any such documents and information and deliver the same to the party entitled thereto prior to the due date under such Applicable Facility Loan Document, Superior Lease or Title Document. In the event that Manager has reason to believe that any Applicable Law or Facility Loan Document, Superior Lease or Title Document may be violated with respect to the Facility, Manager shall promptly notify Owner.

(ii) Owner understands that Manager or Affiliates of Manager manage and operate other senior housing communities (whether owned or leased or managed by Manager and its Affiliates or third parties) that compete or may potentially compete with the Facility (collectively, “Competing Facilities”). Manager agrees that it (i) shall act in an impartial manner with respect to managing, operating, leasing and marketing the Facility and any Competing Facilities (ii) shall avoid a course of conduct giving preferential treatment to any Competing Facilities over the Facility, after taking into account all reasonable and relevant factors and circumstances that relate to the Facility, any Competing Facilities and the residents therein, and (iii) during the Term of this Agreement and for a period of six (6) months after the termination of this Agreement, shall not (and shall cause its Affiliates not to) intentionally solicit or persuade any resident of the Facility or any family member or guardian of any resident of the Facility to become the resident of or move the resident to another facility owned, operated or managed by Manager or any of its Affiliates; provided, however, the foregoing shall not apply to any recommendation of the removal or transfer of a resident if it (x) is in the best interest of the care of the resident or (y) is in response to an unsolicited request by the resident or his/her family or caregiver for a recommendation for alternative facilities or (z) if Manager or its Affiliates engage in such actions in the ordinary course of operating their business consistent with past practice (including, without limitation, the use of mass mailing or broadly distributed media) and such actions do not have, and could not reasonably be expected to have, a material, persistent, or recurring adverse effect on the Facility. The parties acknowledge that the remedies available at law for any breach of this Section 2(q)(ii) will, by their nature, be inadequate. Accordingly, Owner may obtain injunctive or other equitable relief to restrain a breach or threatened breach of this provision or to specifically enforce this provision, without proving that any monetary damages have been sustained. The terms of this Section 2(q)(ii) shall survive the expiration or termination of this Agreement.

(iii) Manager shall not, and shall cause its Affiliates and the Facility Employees and their respective agents not to, violate the FCA in any manner that affects the Facility or the occupants of the Facility. Manager shall provide information to, and consult with, Owner as reasonably requested by Owner from time to time with respect to the internal controls and policies maintained by Manager and its Affiliates in order to ensure compliance with the foregoing covenant, provided that no such provision of information or consultation will relieve Manager of its obligation to comply with such covenant or will impose any obligation or liability on Owner with respect thereto. Manager shall notify Owner promptly upon receiving written notice of any actual or alleged violation of the FCA or any investigation or inquiry in connection therewith.

(r) Limitations: Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Agreement, without the prior written consent of Owner, Manager shall not (i) enter into any contract on behalf of the Facility (other than any National Contract) unless the same has a term of less than sixty (60) days or can be terminated upon sixty (60) days’ notice or less without the payment of any termination fee in excess of $2,500, (ii) enter into or renew (or increase the payments with respect to) any contract on behalf of the Facility involving annual payments by Owner (including if the contract could reasonably be expected to result in annual payments to Owner) of more than $15,000, even if the amount contemplated by such contract is set forth in the then applicable Annual Budget, (iii) enter into on behalf of the Facility any contract with any Affiliate of Manager, or (iv) enter into any contract with respect to the Facility that contains any restriction on assignment by Manager or Owner or any change of control of Owner or Manager.

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(s) Units: Manager shall be entitled at all times to up to two (2) residential units for its use at the Facility for occupancy by the resident managers of the Facility, provided that Manager shall pay to Owner the monthly rental amount that would be charged to third-party residents (i) for the use of any such unit to the extent such unit is actually occupied by any resident manager of the Facility or (ii) if Manager reserves or directs Owner to reserve such unit for occupancy by any resident manager of the Facility. In addition, Manager shall be entitled from time to time to make available any unoccupied guest units at the Facility for use by participants of the Travel Program so long as Residents of the Facility are permitted to use unoccupied guest units at other facilities managed by Manager pursuant to, and in accordance with, the terms of the Manager’s Travel Program.

(t) Manager’s Obligations Generally: Notwithstanding anything to the contrary contained in this Agreement, Manager shall not be in default of the terms of this Agreement for failure to perform any agreement or obligation required hereunder or otherwise for failure to comply with the terms of this Agreement to the extent (A) Manager is unable to perform in accordance with the terms of this Agreement because the Annual Budget is not sufficient due to factors that are not within Manager’s reasonable control, provided Manager has provided written notice to Owner identifying the insufficiency of the applicable line item, and Owner elects not to adjust the Annual Budget to remedy such insufficiency, or (B) Owner fails to fund any amount required to be funded to the Operating Account (including funds required to pay Permitted Expenditures) in accordance with the terms of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Manager shall not have any obligation or liability with respect to any non-renewal, withdrawal, suspension, violation or administrative review of Owner’s licenses and/or certifications required for the operation of the Facility to the extent resulting from the actions or inaction of Owner.

(u) SOX Compliance: Manager shall cooperate with Owner, at Owner’s sole cost and expense, as Owner may reasonably request from time to time to enable Owner to comply with all provisions of the Sarbanes-Oxley Act of 2002, and all rules and regulations promulgated thereunder or implementing the provisions thereof applicable to Owner, including, without limitation, taking any actions reasonably requested by Owner from time to time to enable Owner to (i) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (ii) establish and maintain disclosure controls and procedures that are effective in timely alerting Owner’s principal executive officer and its principal financial officer to material information required to be included in Owner’s periodic reports required under the Securities Exchange Act of 1934.

(v) Status; Authority; Binding Effect. Manager represents and warrants that, as of the date hereof, (i) Manager is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, qualified to conduct business in the State in which the Facility is located, and has all requisite power and authority to manage the Facility and any other managed property, to carry on its business as it is now being conducted, to enter into this Agreement and to observe and perform its terms; (ii) the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary limited liability company action of Manager; and (iii) assuming this Agreement is enforceable against Owner, this Agreement shall constitute the legal, valid, and binding obligation of Manager, enforceable against Manager in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).

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(w) Notice of Events. If required by the Facility Loan Documents, Manager will, promptly after obtaining written notice or actual knowledge thereof, provide Owner notice of (i) the occurrence of any material injury to any person at the Facility or any condition that could reasonably be expected to result in material injury to any person at the Facility, (ii) the occurrence of any material damage to the Facility or any condition that could reasonably be expected to result in material damage to the Facility, (iii) a material threat of litigation with respect to the Facility, (iv) an investigation by a Governmental Authority of an incident at the Facility or (v) any lapse in insurance coverage required to be maintained pursuant to the terms of this Agreement. Owner has the right to require that notice of any such material threat of litigation be given to any insurance provider. Within forty-eight (48) hours of receipt by Manager of any material written notice from any Governmental Authority including, without limitation, any notice of violation or other material correspondence, surveys, complaint investigation report, licensing renewals or plan of correction, Manager shall provide Owner with a copy of such notice by fax, overnight mail, email or other comparable means of expedited transmission. Within forty-eight (48) hours of receipt by Owner of any material written notice from any Governmental Authority including, without limitation, any notice of violation or other material correspondence, surveys, complaint investigation report, licensing renewals or plan of correction. Owner shall provide Manager with a copy of such notice by fax, overnight mail, email or other comparable means of expedited transmission.

3. Operating Responsibilities and Operating Account:

(a) Operating Costs: Except as otherwise specifically provided to the contrary in this Agreement with respect to certain costs for which Manager is expressly responsible and except for costs for which Manager may be held responsible under the default and/or indemnification provisions of this Agreement, all costs, wages, salaries of Facility Employees and all expenses, fees, obligations and liabilities incident to or arising out of the ownership, leasing or operation of the Facility, including all real estate and personal property taxes and assessments, whether or not specified in this Agreement, and otherwise incurred by Manager in accordance with the terms of this Agreement including, without limitation, all Permitted Expenditures (collectively, the “Facility Expenses”), shall be the responsibility of Owner, and shall be paid by Manager as and when due from the funds in the Operating Account as contemplated by Section 3(b); provided, however, all real property taxes, all debt service (and all fees, penalties and costs related thereto) and any reserves and/or escrows required by the terms of any Facility Loan Documents shall be paid in a timely manner directly by Owner and Manager shall have no obligation with respect thereto. Notwithstanding the foregoing, in the event the funds available in the Operating Account are insufficient to pay (i) payroll (to the extent Permitted Expenditures), (ii) amounts due under National Contracts when owed (to the extent Permitted Expenditures), (iii) expenditures required to cause compliance with Applicable Law (to the extent Permitted Expenditures) or (iv) expenditures required to protect the Facility and/or the health and safety of the Facility occupants or employees in the event of an imminent threat thereto, Manager shall have the right, but not the obligation, to pay such expenses from its own funds and to seek reimbursement therefor from Owner or from funds in the Operating Account. Facility Expenses shall also include a pro rata portion of any expenses incurred by Manager for the benefit of the Facility which also benefit one or more other facilities operated by Manager or an Affiliate of Manager, provided that the methodology used to allocate expenses to the Facility is reasonable and equitable and approved by Owner. Notwithstanding the foregoing, Manager is specifically responsible for all expenses (w) relating to all corporate offsite personnel and other offsite overhead expenses of Manager and its Affiliates (specifically excluding expenses relating to any employee that are payable by Owner pursuant to any contract, which contract is approved by Owner), (x) of any in-house risk manager, architect, accountant, attorney or professional advisor or consultant employed by Manager or its Affiliate or by Owner, in consultation with Manager, to ensure compliance with the Performance Standard, (y) incurred in the management or operation of properties or communities other than the Facility, and (z) otherwise designated hereunder as an obligation or responsibility of Manager.

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(b) Operating Account: Manager shall establish and maintain an operating account in the name, and for the benefit, of Owner with regard to the operation of the Facility and complying with the terms of any Applicable Facility Loan Documents, Superior Leases and Title Documents (the “Operating Account”) and a security deposit account (the “Security Deposit Account” together with the Operating Account, the “Accounts”). At all times during the Term, Owner shall maintain a balance in the Operating Account equal to [$            ]³ (after payment from the Operating Account of Monthly Debt Payments (as defined below)) (the “Minimum Balance”) in the Operating Account. With respect to the Accounts, during the Term, Manager shall have sole control of the Accounts and shall be authorized to deposit funds, check balances, withdraw funds, execute checks, and make disbursements in accordance with the terms of this Agreement. Pursuant to written authorization which shall be given by Manager to the Bank, Owner shall have the right to deposit funds and the right to view-only on-line access to account information (the parties agreeing that, unless Manager is in default beyond all notice and cure periods under this Agreement, Owner shall have no right to withdraw funds, execute checks and/or make or direct any other disbursements whatsoever from the Accounts or to close the Accounts). Such Accounts shall be established with a bank(s) designated by Owner (the “Bank”). All funds received from or in connection with the operation of the Facility (other than security deposits, which shall be deposited in the Security Deposit Account) shall be deposited in the Operating Account and, subject to Owner fulfilling its obligations hereunder with respect to funding any Cash Flow Shortfall (as defined below), Manager shall pay when due the payroll obligations for the Facility Employees, taxes and insurance premiums (except to the extent paid from an escrow account pursuant to the Facility Loan Documents), accounts payable incurred in the operation of the Facility, and all other Facility Expenses (provided, in each case, that the same are Permitted Expenditures). Manager shall not be responsible for payment of debt service and/or any fees, penalties and costs related thereto and/or the amounts needed for Owner to fund reserves and/or escrows required by any Facility Loan Documents (collectively, the “Monthly Debt Payments”); however, Owner and/or any Facility Lender may arrange (and Manager shall cooperate with Owner and/or such Facility Lender (as applicable) as necessary to arrange) for an automatic withdrawal from the Operating Account of the Monthly Debt Payments. In the event Manager fails to pay when due any amounts due in connection with the operation of the Facility for which sufficient funds were available in the Operating Account, Manager shall be responsible for any fees or penalties resulting from such delinquent payment and shall indemnify Owner with respect to any Claims (as defined in Section 5) related thereto. Notwithstanding anything to the contrary contained herein, in the event that operating cash flows of the Facility are, at any time, insufficient to cause the Operating Account to have a balance at least equal to the greater of (x) the amount necessary to pay Facility Expenses constituting Permitted Expenditures from time to time or (y) the Minimum Balance (such amount required to be maintained, the “Required Balance”, and such shortfall, a “Cash Flow Shortfall”), then Owner shall, within twenty (20) days after receipt of a written request of Manager (such period, the “Funding Cure Period”), deposit in the Operating Account funds sufficient to cover such Cash Flow Shortfall. Promptly following delivery by Manager to Owner of the Monthly Reports for any month during the Term, Manager shall disburse to Owner any surplus funds from the Operating Account (the parties agreeing that “surplus funds” is the amount, if any, of cash in the Operating Account as of the last day of the month for which the Monthly Reports were delivered minus the Required Balance. The Security Deposit Account shall be used exclusively for depositing resident security deposit funds. Manager shall not deposit any income or proceeds from the Facility in any account other than the Accounts, nor shall Manager co-mingle funds belonging to Manager in the Operating Account.

(c) Authority and Responsibility: Subject to the terms of this Agreement, Manager shall (i) prepare the payroll and prepare and file all payroll tax returns and reports, (ii) prepare and sign checks, (iii) pay all accounts payable as they become due, (iv) prepare and file such cost reports as required to establish reimbursement rates and/or receive payment under all federal or state third party

³  AMOUNT TO BE DISCUSSED

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reimbursement programs, and (v) except to the extent real property taxes are escrowed with Facility Lender (in which event Manager’s sole responsibility under this clause (v) will be to forward property tax bills, assessments and other notices received at the Facility to Owner or any person designated by Owner), obtain bills for real estate and personal property taxes, improvement assessments and other like charges that are, or may become, liens against the Facility, recommend to Owner payment thereof or appeal therefrom and, unless otherwise directed by Owner, make payment thereof in a timely manner and promptly provide evidence of payment thereof to Owner (and any service provider designated by Owner). It is specifically agreed that Manager has sole responsibility, power and authority for the preparation, filing and payment out of the Operating Account of all payrolls and payroll taxes of every nature with respect to the Facility Employees.

(d) Collection of Accounts: Manager shall issue bills and collect accounts and monies owed for goods and services performed and furnished at the Facility during the Term, including, but not limited to, subject to the terms of Section 2(o), enforcing the rights of Owner, Manager and/or the Facility as creditor under any Occupancy Agreement or contract or in connection with the rendering of any services; provided, however, that (i) regardless of any standard of performance set forth in this Agreement, Owner acknowledges and agrees that there can be no assurances that Manager will be able to collect any or all of such accounts receivable and (ii) the accounting, billing and collection policies at the Facility (including with respect to the write-off of any amounts owed) shall be subject to the reasonable approval of Owner.

4. Books and Records: (a) Manager shall maintain records, books and accounts with respect to the management and operation of the Facility that are true and accurate and shall retain those records during the Term and, to the extent a subsequent operator of the Facility elects not to take possession of the same upon termination of the Term, for a period of three (3) years thereafter, or such longer period as required under Applicable Law. Upon the expiration of the Term or termination of this Agreement, Manager will provide all files, books, records and checks to Owner in an electronic or other format reasonably requested by Owner. Notwithstanding anything to the contrary contained herein and for the avoidance of doubt, the Manager shall maintain books and records with respect to the operations of the Facility only and shall not have any obligation to maintain the Owner’s books and records generally.

(b) Subject to the requirements of Applicable Law, during the Term, Owner and its agents, representatives, employees and auditors may, at such reasonable times as Owner may request, inspect, audit and copy (i) the books and records of the Facility that are reasonably requested by such auditor and of the type that would customarily be required for the purpose of the performance of a standard audit for an owner of senior living facilities and (ii) any other books, records or materials pertaining exclusively to the Facility. If an audit by Owner discloses any sum due Owner by Manager or any overpayment to Manager, Manager will promptly reimburse Owner for any amounts due. If the audit discloses any sum due to Manager by Owner, Owner shall promptly reimburse Manager for any amounts due. If the audit discloses any sum due Owner or any overpayment to Manager of more than five percent (5%) of the aggregate amounts to which Owner is entitled hereunder, Manager will be solely responsible for the reasonable cost of the audit. Otherwise, the audit will be at Owner’s sole expense.

5. Indemnification:

(a) In addition to indemnity obligations set forth elsewhere in this Agreement, subject to Section 5(c), Owner shall reimburse, indemnify, defend and hold harmless Manager and its Affiliates and their respective direct and indirect owners, partners, members, directors, officers, employees, agents and advisors for, from and against any and all Claims sustained or incurred by or asserted against any one or more of them caused by (i) the gross negligence, willful misconduct, fraud or illegal acts of Owner or its Affiliates and their respective agents (other than Manager) and employees, (ii)

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Manager’s performance of its duties and obligations within the scope of its authority pursuant to the terms of this Agreement, and/or (iii) any breach by Owner of any provision of this Agreement, including, without limitation, any failure of Owner to timely fund to the Operating Account amounts necessary to pay, or to reimburse Manager for, Permitted Expenditures, in each case except to the extent such Claims are Manager Liability Claims. As used in this Agreement, “Claims” means any claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and court costs, but, in each case, excluding any consequential, punitive, indirect or special damages.

(b) Subject to Section 5(c), Manager shall reimburse, indemnify, defend and hold harmless Owner and its Affiliates and their respective direct and indirect owners, partners, members, directors, officers, employees, agents and advisors for, from and against any and all Claims sustained or incurred by or asserted against any one or more of them caused by (i) the gross negligence, willful misconduct, fraud or illegal acts of Manager or its Affiliates and their respective agents and employees (but excluding any Facility Employee absent gross negligence in the hiring or supervising of such Facility Employee), (ii) any actual or alleged violation of the FCA, or any actual or alleged illegal conduct with respect to benefits or deferrals of rent for veterans or their family members, in each case on the part of or caused by Manager, any of its Affiliates or any Facility Employees or their respective agents, (iii) any claim that Manager’s use of intellectual property infringes the rights of a third party (collectively, “Manager Liability Claims”), and/or (iv) any breach by Manager of any provisions of this Agreement (but excluding breaches caused by any Facility Employee absent gross negligence in the hiring or supervising of such Facility Employee).

(c) The parties hereto agree and acknowledge that the indemnification rights and obligations herein do not, and will not, diminish any other rights and remedies available hereunder in the event of a default by any party hereunder or derogate from the final sentence of Section 3(a).

6. Insurance:

(a) Required Insurance: Unless Owner and Manager agree otherwise for Owner to maintain such insurance, Manager shall at all times during the Term maintain, or cause to be maintained, with insurance companies reasonably acceptable to Owner, the insurance listed on Schedule 6 (the “Required Insurance”); provided, however, that Owner shall have the right to elect (by written notice to Manager) to obtain the insurance coverage specified in clauses (a)(1) – (a)(8) of Schedule 6 to the extent Owner is able to obtain such insurance at a lower cost than Manager. Except as otherwise provided in clause (d) of Schedule 6, the cost of the Required Insurance, including any applicable deductibles or self-insured retention amounts, shall be Owner’s expense and paid by Manager to the extent funds are available in the Operating Account. As long as Sub-Manager maintains insurance coverage for the Facility under any program of insurance that also covers other properties owned or operated by Sub-Manager or any of its Affiliates (all properties covered by such program, the “Insurance Pool Properties”), except as otherwise provided in this Agreement, with respect to the insurance coverage specified in clauses (a)(9), (a)(10), (a)(12) and (a)(14) of Schedule 6 Manager shall cause Sub-Manager to allocate the insurance premiums, fixed costs, third-party administrator charges, surcharges, taxes, fees and expected losses for any self-insured retention to Owner according to its usual and customary allocation methodology applicable to other Insurance Pool Properties (and Owner shall have the right to review and reasonably approve the allocation methodology and calculations and to receive copies of actuarial reports in connection therewith).

(b) Certain Requirements:

(i) All Required Insurance shall name Manager and Owner and their respective members and principals as insureds and shall protect their interests as they may appear. In addition, the Facility Lender shall be named as mortgagee, loss payee and an additional insured party, as applicable.

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(ii) Each policy of Required Insurance shall have attached thereto an endorsement that such policy shall not be canceled (except for non-payment of premium) or materially changed without at least thirty (30) days’ prior written notice to Owner and Manager and that such policy shall not be cancelled for non-payment of premium without at least ten (10) days’ prior written notice to Owner and Manager.

(iii) Policies must be written on a per occurrence basis except for earthquake, general and professional liability coverage, and any excess liability coverage.

(iv) Coverage must be issued by an insurance carrier with an A.M. Best general policyholder’s rating of “A” or better and a performance index rating of “X” or higher and a rating of “A-” by S&P or Moody’s or Fitch rating agencies.

(v) All policies and renewals of Required Insurance are to be written for not less than one year.

(vi) All existing or new policies of Required Insurance must be paid in full and cannot be financed; provided, that policies may be paid in installments or within the time limits specified in the particular insurance policy.

(vii) All policies of Required Insurance shall be primary and non-contributory and provide that any insurance maintained by Owner or its Affiliates is excess of the Required Insurance.

(viii) All policies of Required Insurance shall include a waiver of subrogation rights, and all rights of recovery, that is in favor and for the benefit of Owner, the Facility Lender and their respective Affiliates, shareholders, directors, officers, employees and agents.

(c) Tail Insurance: With respect to the liability policies of Required Insurance, Manager may obtain and maintain liability insurance on a claims-made basis; provided, however, that (i) the retroactive date must be or precede the Effective Date, (ii) upon the expiration or termination of this Agreement, Manager shall keep in force equivalent liability insurance required under this Agreement for, or shall acquire or purchase an extended reporting period or “tail insurance” on the policy existing as of the date of expiration or termination of this Agreement that has a term of, at least three (3) years after the expiration or termination of this Agreement, (iii) if the retroactive date is advanced or the policy is cancelled or not renewed and not replaced with a policy with the same retroactive date, Manager shall acquire or purchase an extended reporting period for such cancelled or non-renewed policy of not less than three (3) years following the date such policy was cancelled or not renewed, and (iv) the obligations referenced in clauses (ii) and (iii) of this Section 6(c) shall survive the expiration or termination of this Agreement. The cost of all tail coverage required herein and all losses within any retention of such tail insurance shall be at Owner’s expense.

(d) Collateral: If Manager’s insurance carrier for the insurance coverage specified in clause (a)(14) of Schedule 6 requires Manager to post cash or letters of credit or other security for its obligation to pay claims within the deductible, then Owner shall be required to provide its allocable share of such collateral in the same form of such security for the period commencing on the Effective Date. The parties acknowledge and agree that any cash or other security posted by Owner will remain the property of Owner and will be returned to Owner upon withdrawal of the Facility from such insurance program in accordance with Section 6(e) below. Manager further agrees that it will use commercially

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reasonable efforts to ensure that all cash posted by Owner is held in an interest bearing account (to the extent allowable by the respective insurer) and, to the extent that Owner’s cash is in such an account and the respective insurer permits periodic distributions of interest from such account, Manager will pass along to Owner its allocable share of any such distributed interest earnings on a periodic basis.

From time to time after the Effective Date but no less frequently than once per annum (including promptly following the date of the termination of this Agreement or concurrently with the periodic collateral review-and-release process or policy renewal process of the applicable insurance carrier), Manager shall review and evaluate the collateral needs associated with its workers compensation programs and will determine Owner’s allocable share of such collateral. Such allocation will be made by Manager reasonably and in good faith, and Owner shall have the right to review and reasonably approve the allocation methodology and calculations. The Facility’s pro rata share of the collateral requirement will be based upon the Facility’s share of ultimate aggregate losses for the periods during which it has participated or expects to participate in the shared loss program as a percentage of the ultimate aggregate losses for all facilities covered by the insurance policies requiring the collateral. Owner agrees promptly to post with Manager any additional cash or letter of credit that is determined to be owed by Owner in connection with any such review (including as required by the annual renewal of the policy). Manager agrees promptly to refund to Owner any cash and/or reduce the amount of the associated letter of credit previously posted by Owner in excess of the amount that is determined to be owed by Owner in connection with any such review, as appropriate in light of the collateral review.

(e) Withdrawal: Upon the termination of this Agreement or the withdrawal of the Facility from Manager’s shared loss workers compensation program, Owner will be entitled to the refund of any cash it has deposited and/or the release of any letter of credit which it has posted conditioned upon Owner: (i) making a payment to Manager representing its allocable share of estimated future claims incurred as of the withdrawal date under such program (including fully developed incurred by not reported claims as estimated by an actuarial firm engaged by Manager), and (ii) making a payment equal to third-party administrator charges associated with its future liabilities for claims under such program (in the amount of the then-current standard third-party administrator charges). Upon the termination of this Agreement or the withdrawal of the Facility from Manager’s shared loss general liability and professional liability programs, Owner shall (i) make a payment to Manager representing its allocable share of estimated future claims incurred as of the withdrawal date under such programs (including fully developed incurred by not reported claims as estimated by an actuarial firm engaged by Manager), and (ii) make a payment equal to its allocable share of Manager’s internal costs for the administration of claims for which Owner has future liabilities under such programs.

7. Payment/Fees⁴:

(a) Calculation of Fee: As consideration for the services rendered by Manager in accordance with this Agreement, Owner shall pay to Manager during the Term a monthly fee equal to 5.0% of the monthly Effective Gross Income (as defined below) of the Facility, determined on an accrual basis (the “Monthly Fee”). As additional consideration for the services rendered by Manager in accordance with this Agreement and the Other Management Agreements, Owner and its Affiliates that are party to the Other Management Agreements shall pay to Manager during the Term, with respect to each calendar year, an annual incentive fee, if any, equal to 20% of the EBITDARM for such calendar year that is in excess of the Base Fee Amount (as hereinafter defined), determined on an accrual basis (the “Annual Incentive Fee,” collectively, the Monthly Fee and the Annual Incentive Fee are referred to as the “Fee”); provided that the Annual Incentive Fee (which is payable, for avoidance of doubt, under this Agreement and the Other Management Agreements collectively) for any calendar year shall not exceed

⁴  Subject to modification based on tax structure.

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the sum of (i) 2.0% of the Effective Gross Income for such calendar year and (ii) 2.0% of the Effective Gross Income (as defined in each of the Other Management Agreements) for all of the facilities managed under the Other Management Agreements in the aggregate for such calendar year. “Base Fee Amount” shall mean, with respect to each calendar year during the Initial Term, the total amount set forth for such year on Schedule 7(a) attached hereto (as increased each subsequent calendar year by 2.5%); provided that, if this Agreement or any of the Other Management Agreements is terminated (but this Agreement and the Other Management Agreements are not all terminated) during any calendar year in the Initial Term (other than on account of a default by Manager), then the Base Fee Amount for such calendar year and the balance of the calendar years during the Initial Term shall be reduced by the amount set forth opposite the applicable facility for the applicable year on Schedule 7(a) (multiplied, in the case of the year in which such termination occurs, by a fraction whose numerator is the number of days in such year following the date of such termination and whose denominator is 365). The Monthly Fee shall accrue monthly and be paid on the fifth (5^th) business day of the immediately succeeding calendar month. Promptly following the end of each calendar year, Manager shall deliver to Owner a reconciliation that includes the Annual Financial Statement, together with a statement setting forth the calculation of the Monthly Fee (for all twelve (12) months, in the aggregate) for such year, and, in the event of any overpayment or underpayment with respect to any month in such calendar year, Manager and Owner shall promptly make a payment to the other in the amount of the excess or shortfall, as applicable. Payment of the Annual Incentive Fee shall be due within ten (10) business days of demand therefor after submission by Manager to Owner and its Affiliates that are party to the Other Management Agreements of the Annual Financial Statement, together with a statement setting forth the calculation of the Annual Incentive Fee for such year. “Facility EBITDARM” shall mean, for the period of determination, Effective Gross Income less operating expenses for the Facility (before Fees) for such period. “EBITDARM” shall mean, for the period of determination, the sum of (x) the Facility EBITDARM hereunder for such period and (y) the Facility EBITDARM (as defined in each of the Other Management Agreements) for all of the facilities managed under the Other Management Agreements in the aggregate for such period. In addition to other operating expenses, for clarity, (A) the following are expressly included among operating expenses: (1) insurance costs and expenses pertaining to the Facility, (2) real and personal property taxes or related governmental charges payable by or assessed against [Sub-]Manager, Owner, or the Facility relating exclusively to the Facility (other than income or other taxes based on [Sub-]Manager’s or Owner’s receipt of income from the operation of the Facility), (3) any and all payments under personal property leases used in the operation of the Facility (but excluding payments relating to any real property lease(s)), (4) all fees paid by Owner to Manager pursuant to this Agreement or paid pursuant to any Sub-Management Agreement, and (5) all legal and accounting costs related to the Facility, and (B) the following are expressly excluded among operating expenses: (1) franchise taxes, (2) sales taxes, and (3) use taxes.

(b) Effective Gross Income: “Effective Gross Income” means all revenues during such period from the operation of the Facility, from whatever source, determined in accordance with GAAP (including without limitation, income from residents, space rentals, service fee income and beverage income, income from vending machines, assisted living income, guest fees, and any other income generated from the operation of the Facility, but excluding, insurance proceeds (except for business interruption insurance proceeds), condemnation awards, security deposits (unless forfeited) and loan proceeds and advances, and interest on investments).

(c) Pro-Rata Fee Payment: If the services of Manager commence or terminate other than on the first day of the month, the Monthly Fee shall be pro-rated proportionate to the number of days in the month for which services are actually rendered. With respect to the calendar year in which this Agreement commences, expires or terminates, Manager will be paid the Annual Incentive Fee, if any, calculated in accordance with Section 7(a), except that the EBITDARM for the full calendar months after the Effective Date or prior to the expiration or termination of this Agreement, as applicable, shall be annualized and the Annual Incentive Fee shall be pro-rated proportionate to the number of days in the calendar year included in the Term.

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(d) Source of Payment: Any Monthly Fee due to Manager hereunder and a portion of the Annual Incentive Fee due to Manager under this Agreement and the Other Management Agreements for any year (which portion is equal to (i) the total amount of the Annual Incentive Fee for such year multiplied by (ii) a fraction whose numerator is the Facility EBITDARM for such year and whose denominator is the EBITDARM for such year) may be disbursed by Manager to itself out of the Operating Account. To the extent the Operating Account has insufficient funds to cover any such disbursement, or to reimburse Manager for any Facility Expenses paid from its own funds as contemplated by Section 3(a), then Owner shall be obligated to pay any such amounts to Manager promptly upon demand. [Any amounts disbursed by Sub-Manager to itself out of the Operating Account, or paid directly by Owner to Sub-Manager, on account of the Sub-Management Fee in accordance with the Sub-Management Agreement shall be credited against the Fee payable to Manager hereunder.]

(e) Casualty: If the Facility is damaged as the result of a casualty and such damage results in the temporary or permanent closure of the Facility, or any portion thereof resulting in a Disruption Condition, thereby interrupting the Effective Gross Income upon which Manager’s payment of the Fee is based, Owner shall pay to Manager as the Fee for any period of such interruption during which Manager is continuing to operate the Facility monthly amounts equal to the greater of (i) the Monthly Fee due to Manager pursuant to Section 7(a) hereof, or (ii) 50% of the average monthly Fee (including the Monthly Fee and Annual Incentive Fee) earned by Manager pursuant to this Section 7 for the twelve (12) months immediately preceding the interruption. Owner hereby directs Manager to maintain business interruption insurance during the Term in accordance with the terms of Section 6, and any cost incurred in connection therewith shall be funded into the Operating Account, as necessary in accordance with Section 3(b), by Owner.

8. Term: The Term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions hereof, shall expire on the fifth (5^th) anniversary of the Effective Date (the “Initial Term”), provided the Initial Term shall be extended continuously and automatically for one (1) year periods (each, an “Extended Period” and together with the Initial Term, the “Term”) unless either Owner or Manager delivers to the other a written notice of termination of this Agreement not less than ninety (90) days prior to commencement of the next Extended Period.

9. Remedies/Termination: Any party shall be deemed to be in “Default” hereunder if such party breaches, in any material respect, this Agreement and (i) with respect to any monetary default, fails to cure the same within five (5) days of written notice from the non-breaching party of the default or (ii) with respect to any other default, fails to cure the same within thirty (30) days of written notice from the non-breaching party of the default, provided if such default contemplated by clause (ii) cannot be cured with the use of reasonable and diligent efforts within such 30-day period, such breaching party shall have such additional cure period (not to exceed ninety (90) days during the first year of the Term and sixty (60) days thereafter) as is reasonable to cure so long as such party continuously and diligently pursues such cure. In the event of any Default by any party hereunder, the other party shall have any and all rights and remedies available at law and in equity, which rights and remedies shall survive the expiration and/or termination of this Agreement, provided that, subject to Section 9(c), each party’s right to terminate this Agreement shall be limited to the provisions of this Section 9. This Agreement may be terminated (x) by mutual agreement of Manager and Owner, and (y) upon the written notice of the party terminating this Agreement to the other party, after the occurrence of any of the events described in Section 9(a) or Section 9(b), as applicable.

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(a) Termination by Owner:

(i) Default: Owner may terminate this Agreement upon the occurrence of a Default (beyond the notice and cure periods contemplated by the first paragraph of Section 9) by Manager by delivery of written notice to Manager, provided that no such termination notice shall be effective if the Default is cured prior to the receipt by Manager of the termination notice.

(ii) Bankruptcy or Dissolution and Certain Other Events: Owner may terminate this Agreement upon the occurrence of any Bankruptcy/Dissolution Event with respect to Manager. For purposes of this clause (ii), a “Bankruptcy/Dissolution Event with respect to Manager” shall mean the commencement or occurrence of any of the following: Manager shall apply for or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of Manager’s assets, file a voluntary petition in bankruptcy, make a general assignment for the benefit of creditors, file a petition or any answer seeking reorganization or arrangement with creditors, or take advantage of any insolvency law, or if any order, judgment, or decree shall be entered by any court of competent jurisdiction on the application of a creditor adjudicating Manager as bankrupt or insolvent or approving a petition seeking reorganization of Manager, or appointing a receiver, trustee, or liquidator with respect to all or a substantial part of Manager’s assets, and such order, judgment, or decree shall continue for any period of ninety (90) consecutive days. In addition, Owner may terminate this Agreement upon the occurrence of any of the following: (1) any fraud, gross negligence or willful misconduct of Manager (not including any fraud, gross negligence or willful misconduct of any Facility Employee absent gross negligence in the hiring or supervising of such Facility Employees) affecting Owner or the Facility or (2) the conviction of any of Manager’s employees or agents providing services at the Facility of any crime at or with respect to the Facility unless Manager, subject to the requirements of Applicable Law and any employment contract, terminates such employee or agent or takes such other reasonable action such that such employee or agent is no longer providing services at or with respect to the Facility.

(iii) Casualty or Condemnation: Owner may terminate this Agreement in the event Owner (x) temporarily or permanently closes the Facility on account of damage to or destruction of, or a taking by (or sale under threat of) eminent domain of, all or substantially all of the Facility or (y) is required under the Facility Loan Documents to restrict access to the Facility on account of damage to or destruction of, or a taking by (or sale under threat of) eminent domain of, all or any portion of the Facility.

(iv) Termination Without Cause: Owner may exercise the right to terminate this Agreement for any or no reason by delivery of prior written notice to Manager, which notice shall become effective on the date identified in such notice, but such notice shall not become effective less than ninety (90) days following delivery of such notice to Manager and shall in no event become effective prior to [            ]⁵, or, if Owner is exercising such termination right to protect the REIT status of any direct or indirect owners of Owner, such notice shall not become effective less than ten (10) days following delivery of such notice).

(v) Termination for Performance. At any time after the first (1st) anniversary of the Effective Date, Owner may terminate this Agreement upon thirty (30) days’ prior written notice to Manager if the EBITDARM for any calendar year following such first (1st) anniversary is less than eighty percent (80%) of the lesser of (a) the EBITDARM as set forth in the applicable annual budgets for such calendar year and (b) the EBITDARM during the twelve (12) calendar months of the prior calendar year.

⁵  Insert first anniversary of Effective Date.

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(vi) Default/Termination Under Facility Loan Documents. Subject to the terms of any agreement contemplated by Section 10 hereof, this Agreement shall terminate if any Facility Lender exercises its right to terminate this Agreement following a default under the Facility Loan Documents; provided, however, that Owner shall be obligated to pay to Manager Manager’s reasonable and documented out-of-pocket costs and expenses resulting from such termination (up to $            ⁶) if this Agreement is terminated pursuant to the terms of this subsection (vi) and such termination results from the fault of Owner and/or any Affiliate of Owner (as opposed to the fault of Manager, a Manager default hereunder, a condition caused by Manager or some other reason not caused by Owner and/or any Affiliate of Owner).

(vii) Change of Control/Transfer of Interests. In the event there occurs a sale, transfer or other disposition, in one or more transactions, that results directly or indirectly, in a change in control of Manager, unless Owner approves, Owner may terminate this Agreement at any time within one year from the date of the consummation of any such transaction by delivering thirty (30) days’ prior written notice to Manager.

(viii) Termination of Other Agreements. Owner may terminate this Agreement, upon ten (10) days’ prior written notice, in the event any other management agreement between Owner (or any entity owned directly or indirectly by New Senior Investment Group Inc. and/or its successors and assigns) (each, and “Owner Party”) and Manager (or any entity owned directly or indirectly by Holdiay AL Holdings LP and/or its successors and assigns) is terminated by any Owner Party; provided, however, that Owner shall be obligated to pay to Manager Manager’s reasonable and documented out-of-pocket costs and expenses resulting from such termination (up to $            ) in connection with a termination of this Agreement pursuant to this subsection (viii).

(b) Termination by Manager:

(i) Default: Manager may terminate this Agreement upon the occurrence of a Default (beyond the notice and cure periods contemplated by the first paragraph of Section 9) by Owner by delivery of written notice to Owner, provided that no such termination notice shall be effective if the Default is cured prior to the receipt by Owner of the termination notice, provided Owner shall pay to Manager Manager’s actual, out-of-pocket costs and expenses resulting from such termination (up to [            ]) within ten (10) days of the effective date of such termination.

(ii) Bankruptcy or Dissolution: Manager may terminate this Agreement upon the occurrence of any Bankruptcy/ Dissolution Event with respect to Owner. For purposes of this clause (ii), a “Bankruptcy/Dissolution Event with respect to Owner” shall mean the commencement or occurrence of any of the following: If Owner shall apply for or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of Owner’s assets, file a voluntary petition in bankruptcy, make a general assignment for the benefit of creditors, file a petition or any answer seeking reorganization or arrangement with creditors, or take advantage of any insolvency law, or if an order, judgment, or decree shall be entered by a court of competent jurisdiction on the application of a creditor adjudicating Owner as bankrupt or appointment a receiver, trustee, or liquidator of Owner with respect to all or a substantial part of Owner’s assets, and such order, judgment or decree shall continue in effect for any period of ninety (90) consecutive days.

(iii) Casualty or Condemnation: Manager may terminate this Agreement in the event Owner temporarily or permanently closes the Facility on account of damage to or destruction of, or a taking by (or sale under threat of) eminent domain of, all or a substantially all of the Facility.

⁶  AMOUNT TO BE DISCUSSED

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(iv) Insufficient Funds: Manager may terminate this Agreement if the Facility is not generating sufficient revenue to pay the costs and expenses of the Facility that are Permitted Expenditures, there are insufficient funds in the Operating Account, and Owner has failed, within five (5) days of receipt of notice from Manager of the expiration of the applicable Funding Cure Period, to deposit sufficient funds in the Operating Account to pay all such costs and expenses, provided Owner shall pay to Manager Manager’s actual, out-of-pocket costs and expenses resulting from such termination (up to [            ]) within ten (10) days of the effective date of such termination.

(v) Termination Without Cause: Manager may exercise the right to terminate this Agreement for any or no reason by delivery of prior written notice to Owner, which notice shall become effective on the date identified in such notice (but such notice shall not become effective less than ninety (90) days following delivery of such notice to Manager and shall in no event become effective prior to [            ]⁷).

(vi) Budget: Manager may terminate this Agreement at any time on five (5) business days’ written notice to Owner if Manager has a reasonable basis to believe that any or all of the amounts set forth in any Annual Budget are not sufficient to allow Manager to operate the Facility for the applicable calendar year in compliance with the terms of this Agreement, unless Owner adopts the operating budget then proposed by Manager for such year within such five (5) business day period.

(vii) Sale or Transfer/Change of Control. In the event Owner sells, assigns, or otherwise disposes of its interest in the Facility to an unaffiliated buyer or transferee (or there occurs a sale, transfer or other disposition, in one or more transactions, that results, directly or indirectly, in a change of control of Owner), Manager may terminate this Agreement at any time within one (1) year from the date of the consummation of such transaction by delivering thirty (30) days’ prior written notice to Owner.

(c) Effect of Termination: Termination of this Agreement, or expiration of the Term, shall terminate all rights and obligations of the parties hereunder, except for any provision of this Agreement which is expressly described as surviving any expiration or termination of this Agreement. Such termination or expiration, however, shall not terminate the rights and obligations of the parties (including any compensation due to Manager under this Agreement) which accrued prior to the effective date of termination or expiration nor shall it prejudice the rights of either party against the other for any Default under this Agreement. The terms of this Section 9(c) shall survive the expiration or termination of this Agreement.

(d) Final Accounting: Upon the expiration of the Term or any other termination of this Agreement as herein provided, Manager shall (i) deliver to Owner a final accounting within sixty (60) days of such expiration or termination; (ii) surrender and deliver to Owner possession of the Facility on the effective date of such termination or expiration; (iii) surrender and deliver to Owner possession and control of the Operating Account, and all rents and income of the Facility and other monies of Owner on hand and in any bank account as soon as reasonably practicable (but not later than the effective date of such termination or expiration); (iv) deliver to Owner, as received, any monies due Owner under this Agreement but received after such termination or expiration as soon as reasonably practicable (but not later than ten (10) business days after receipt); (v) deliver to Owner all materials and supplies, keys, contracts and documents, and all accounting papers and records, pertaining exclusively to the Facility as soon as reasonably practicable (but not later than the effective date of such termination or expiration); (vi) subject to Section 2(f), assign contract rights with respect to the Facility to Owner or its designee as soon as reasonably practicable (but no later than the effective date of such termination or expiration); and

⁷  Insert first anniversary of Effective Date.

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(vii) deliver to Owner, or Owner’s duly appointed agent, all other books and records, contracts, leases, resident’s agreements, receipts for deposits and unpaid bills relating exclusively to the Facility as soon as reasonably practicable (but no later than the effective date of such termination or expiration) which shall include access to all data files (either through the cloud or Manager’s servers). The terms of this Section 9(d) shall survive the expiration or termination of this Agreement.

(e) Cooperation After Term:

(i) In the event this Agreement is terminated or expires, Manager shall reasonably cooperate with Owner in good faith to ensure that operational responsibility for the Facility is transferred to Owner or such other entity as may be designated by Owner as soon as practicable. Without limiting the generality of the foregoing, Manager shall (i) take all actions reasonably necessary to ensure that, from and after the expiration or earlier termination of this Agreement, Owner or its designee shall directly receive all funds and monies due Owner and (ii) do all acts and execute and deliver all documents reasonably requested by Owner (at Owner’s cost and expense, unless this Agreement is terminated pursuant to Section 9(a)(i) or 9(a)(ii)) to ensure or facilitate an orderly continuation of the business of the Facility and an orderly transfer of the management and operation of the Facility to Owner or any entity designated by Owner.

(ii) At least fifteen (15) business days prior to the effective date of expiration or termination of this Agreement or if the parties do not have at least thirty (30) days’ prior notice of such expiration or termination, ten (10) business days after Owner receives a notice of termination of this Agreement from Manager or any Facility Lender, Owner or its designee may, with respect to each then current Facility Employee (whether directly employed by Manager or an Affiliate of Manager), either (x) offer such employee employment with Owner or its designee, effective as of the expiration or termination date, or (y) inform Manager that Owner does not intend to offer employment to such Facility Employee, in which case, Manager (or Manager’s Affiliate, as applicable) may, at its sole option, continue to employ such Facility Employee or terminate such Facility Employee’s employment. For those Facility Employees hired by Owner or its designee upon expiration or termination of this Agreement, Owner (or such designee) will credit such employees with all vacation, paid time off, or other leave benefits that such employees had earned and accrued but not yet used while employed by Manager (or its Affiliate) and Manager shall pay Owner (or Owner’s designee) a cash amount for such amount as of the date of expiration or termination of this Agreement. Manager agrees not to solicit or otherwise interfere with Owner’s efforts to so employ any Facility Employee to whom Owner elects to offer such employment.

(iii) Notwithstanding anything in this Agreement to the contrary, from and after any expiration or termination of this Agreement, upon Owner’s request, Manager shall continue to provide the management services provided by Manager hereunder on the terms and conditions contained herein for such period of time (not to exceed ninety (90) days) after the expiration or termination as may be required for Owner (acting with reasonable diligence) to engage a new manager or operator and to insure or facilitate an orderly continuation of the business of the Facility and to accomplish an orderly transfer of the operation and management of the Facility to Owner or a new manager or operator.

(iv) The terms of this subsection (e) shall survive the expiration or termination of this Agreement.

10. Subordination of Management Agreement:

(a) Manager agrees to execute upon request, in favor of any Facility Lender, a consent to collateral assignment of management agreement or any similar agreement required by such Facility Lender in connection with the Facility Loan Documents, in each case, in form reasonably acceptable to Manager and the applicable counterparty, which agreement shall include, without limitation, customary subordination provisions and representations and covenants by Manager, and to comply with any agreement executed by Manager in favor of any Facility Lender.

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(b) Manager acknowledges that Owner is authorized (and is entitled to authorize any Facility Lender) to file any financing statements, continuation statements, termination statements and amendments (including an “all assets” or “all personal property” collateral description or words of similar import) with respect to Owner’s assets in form and substance as any Facility Lender may require in order to protect and preserve such Facility Lender’s lien priority and security interest in the Facility and Owner’s assets (and to the extent any Facility Lender has filed any such financing statements, continuation statements or amendments prior to the Effective Date, such filings by the Facility Lender are expressly permitted hereunder).

(c) Lender shall have the right to terminate this Agreement at any time upon the occurrence and during the continuance of an “Event of Default” under the Facility Loan Documents.

11. Branding/Proprietary Materials: Manager shall have the right, at its sole election, to use its own branding, trade names and trademarks in connection with the management and operation of the Facility, including, without limitation, displaying the same on signage, marketing and promotional materials, or internal or external business documents being used in connection with the operation of the Facility during the term of this Agreement. Owner acknowledges and agrees that, at such time as this Agreement expires or is terminated, Owner shall have no right to continue to use such branding, trade names and/or trademarks in connection with the operation of the Facility and all of the same will be removed and destroyed by Owner promptly after the effective date of the termination or expiration of this Agreement (and Manager’s replacement with a successor manager or operator of the Facility), unless Manager elects (and at its sole cost and expense) to make other arrangements to remove and retain the same. In addition, all separate forms and operating procedures developed and employed by Manager in the performance of its duties and obligations pursuant to this Agreement are proprietary in nature and shall remain the property of Manager, provided that to the extent such forms are in use at the Facility as of the termination or expiration of this Agreement, Manager hereby grants Owner and its designee a license to continue to use and modify such forms (excluding any of Manager’s branding, trade names and/or trademarks contained therein) exclusively in the operation of the Facility, provided any derivative works shall remain the property of Manager. The terms of this Section 11 shall survive the expiration or termination of this Agreement.

12. Status; Authority; Binding Effect:

(a) Owner represents and warrants to Manager that, as of the Effective Date, (i) Owner is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, qualified to conduct business in the State in which the Facility is located, and has all requisite power and authority to own and operate the Facility and any other property owned or operated by it, to carry on its business as it is now being conducted, to enter into this Agreement and to observe and perform its terms; (ii) the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary [            ] action of Owner; (iii) the execution, delivery and performance by Owner of this Agreement will not (A) require the consent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any obligation pursuant to, any provision of any instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Owner is a party or by which Owner’s property is bound or (B) violate, in any material respect, any applicable law relating to Owner or its property; and (iv) assuming this Agreement is enforceable against Manager, this Agreement shall constitute the legal, valid, and binding obligation of Owner, enforceable against Owner

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in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).

(b) Manager represents and warrants to Owner that, as of the Effective Date, (i) Manager is duly organized and validly existing and in good standing under the laws of the jurisdiction in which it is formed, qualified to conduct business in the State in which the Facility is located, and has all requisite power and authority to manage, operate and lease the Facility in accordance with the terms of this Agreement, to carry on its business as it is now being conducted, to enter into this Agreement and to observe and perform its terms; (ii) the consummation of the transactions contemplated herein have been duly authorized and approved by all necessary limited liability company action of Manager; (iii) the execution, delivery and performance by Manager of this Agreement will not (A) require the consent of, notice to or other action by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any obligation pursuant to, any provision of any instrument of indebtedness, contract, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Manager is a party or by which Manager’s property is bound or (B) violate, in any material respect, any applicable law relating to Manager or its property; and (iv) assuming this Agreement is enforceable against Owner, this Agreement shall constitute the legal, valid, and binding obligation of Manager, enforceable against Manager in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).

13. Assignment: This Agreement may not be assigned or transferred by either of Manager or Owner to any Person without the prior written consent of the other party hereto, except as follows:

(a) Manager may assign or transfer this Agreement and its rights and obligations hereunder to an Affiliate of Manager upon prior written notice to Owner (provided Manager shall remain jointly and severally liable with such assignee or transferee);

(b) in connection with (and as a condition to) the sale, assignment, transfer or other disposition of the Facility by Owner, Owner shall assign this Agreement to any transferee and such transferee shall assume the obligations of Owner hereunder (and, upon such assignment, Owner shall be fully released from any liability accruing under this Agreement from and after such assignment);

(c) subject to the terms of Section 10 hereof, Owner may, upon notice to but without the need to secure the consent of Manager, assign this Agreement as collateral security for any debt secured by the Facility; and

(d) Owner may assign this Agreement to an Affiliate as set forth in, and in accordance with, Section 30 hereof.

[Notwithstanding the foregoing, Manager shall have the right to delegate its duties hereunder, and the authority granted hereunder to Manager to perform such duties, pursuant to the terms of that certain Sub-Management Agreement, dated as of the date hereof, by and between Manager and Holiday AL Management Sub LLC, a Delaware limited liability company (including any successor or counterparty pursuant to any Sub-Management Agreement, “Sub-Manager”) (as agreed and acknowledged by Owner) or any other sub-management agreement approved by Owner (the “Sub-Management Agreement”), provided that at all times (i) the Sub-Management Agreement is subject and subordinate to the terms of this Agreement and all of Owner’s approval and other rights hereunder and (ii) Sub-Manager qualifies as an independent contractor. In the event that Sub-Manager is in violation of, or fails to comply with, any of the terms of Section 34 of the Sub-Management Agreement, Manager shall immediately terminate the

25

Sub-Management Agreement at the written direction of Owner. Owner shall have the right to terminate this Agreement if Manager fails to terminate the Sub-Management Agreement in accordance with the terms of this Section 13. Manager agrees that the Sub-Management Agreement shall not be amended or modified without the prior written consent of Owner.]

14. Attorney’s Fees: In the event either party brings an action to enforce this Agreement, the prevailing party in such action shall be entitled to receive the reasonable out of pocket attorney’s fees and costs incurred by it in such amount as a court may deem reasonable, whether at trial or appellate court level. The terms of this Section 14 shall survive the expiration or termination of this Agreement.

15. Confidentiality: All non-public information provided by one party to the other party (the “Receiving Party”) pursuant to or relating to this Agreement shall be kept confidential by the Receiving Party; provided, however, that the Receiving Party shall be permitted to disclose any such information to its Affiliates and its and their respective employees, partners, members, officers, directors, managers, agents and advisors and to current and prospective lenders, purchasers or replacement operators or managers, and shall be permitted to disclose any such information as required to perform its duties and obligations under this Agreement, by Applicable Law or stock exchange rule (applicable to it or any of its Affiliates or any of their respective direct or indirect equityholders), in pleadings or other submissions in any judicial and arbitration proceedings between the parties, or by mutual agreement of the parties hereto; in each instance such persons receiving any confidential information shall be subject to this confidentiality provision and shall be notified accordingly. The covenants contained in this Section 15 shall continue for three (3) years after the termination of or expiration of this Agreement.

16. Notices: All notices, demands and other communications which may be or are required to be given hereunder or with respect hereto shall be in writing and shall be deemed to have been duly given if delivered (a) personally, (b) by overnight courier service, (c) by United States registered mail, postage prepaid, or (d) via electronic mail, in each case directed to the respective parties as follows, or to such other address as either party may, from time to time, designate by notice pursuant to this Section 16. Notices sent by personal delivery, overnight courier and electronic mail shall be deemed given when delivered (if delivered prior to 5:00 p.m. (local time)), and notices sent by United States registered mail shall be deemed given four (4) business days after the date of deposit in the United States mail:

MANAGER [                                 ] OWNER [                                 ]

17. Entire Agreement; Binding Nature: This Agreement constitutes the entire agreement between the parties and supersedes and cancels any and all other agreements between the parties relating to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assignees as provided in this Agreement.

18. No Waiver: No waiver by either party of any breach of the other party or of any event, circumstance or condition permitting a party to terminate this Agreement or to otherwise exercise remedies shall constitute a waiver of any other default of the other party or of any other event, circumstance or condition permitting such termination or exercise of remedies, whether of the same or of any other nature or type and whether preceding, concurrent or succeeding; and no failure on the part of either party to exercise any right it may have by the terms hereof or by law or in equity upon the default of the other party and no delay in the exercise of such right shall prevent the exercise thereof by the party not in breach at any time when the other party may continue to be so in default, and no such failure or delay and no waiver of default shall operate as a waiver of any other default, or as a modification in any respect of the provisions of this Agreement. The subsequent acceptance of any payment or performance pursuant to this Agreement shall

26

not constitute a waiver of any preceding default by a party not in breach or of any preceding event, circumstance or condition permitting termination hereunder, other than default in the payment of the particular payment or the performance of the particular matter so accepted, regardless of the knowledge of the party not in breach of the preceding breach or the preceding event, circumstance or condition, at the time of accepting such payment or performance, nor shall the acceptance by the party not in default of such payment or performance after termination constitute a reinstatement, extension or renewal of this Agreement or revocation of any notice or other act by the party not in breach.

19. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to the persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby; and, each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

20. Governing Law: This Agreement shall be governed by the laws of the State of nEW yORK without regard to its conflict of laws provision or the conflict of laws provisions of any other jurisdiction which would cause the applicable of any other law other than that of the state of nEW yORK.

21. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, binding on the parties, and the signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. This Agreement may be delivered by facsimile or email transmission. This Agreement shall be effective if each party hereto has executed and delivered at least one counterpart hereof.

22. Force Majeure: Notwithstanding anything to the contrary contained herein, neither party will be deemed to be in violation of this Agreement to the extent it is prevented from performing any of its obligations hereunder for any reason beyond its control, including, without limitation, strikes, shortages, war, acts of God or any statute, regulation or rule of federal, state or local government or agency (or modification thereof), it being understood that financial inability, general economic conditions or changes in the capital markets or the senior housing industry generally which, in each case (except financial inability), do not disproportionately harm the Facility shall not constitute such a reason.

23. Relationship of the Parties: The relationship of the parties shall be that of a principal and independent contractor and all acts performed by Manager during the Term shall be deemed to be performed in its capacity as an independent contractor. Nothing contained in this Agreement is intended to or shall be construed to give rise to or create a partnership or joint venture or lease between Owner, its successors and assigns on the one hand, and Manager, its successors and assigns, on the other hand.

24. Construction: Each of the parties acknowledges and agrees that it has participated in the drafting and negotiation of this Agreement. Accordingly, in the event of a dispute with respect to the interpretation or enforcement of the terms hereof, no provision shall be construed so as to favor or disfavor either party hereto.

25. Consents: Except as otherwise specifically provided herein, in any instance that consent of any party is required hereunder, such consent shall not be unreasonably withheld, conditioned or delayed by the party having such consent right.

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26. Withholding Taxes and State Income Tax Returns: Manager confirms that: (a) Owner is not required to withhold taxes from any amounts payable to Manager under this Agreement under the Code; (b) to the extent required by law, to exempt Owner from withholding on payments to Manager, Manager shall promptly deliver a Form W-9 to Owner dated as of the date of this Agreement (and shall update such form as necessary or upon request); and (c) Manager files, or is included in state income tax returns filed by Manager’s direct or indirect parent and such entity files, state income tax returns in each state where Manager, directly or indirectly or through its subsidiaries, leases or operates any property owned by Owner or its Affiliates.

27. Inspection of the Facility. Owner and any Facility Lender and their respective employees and agents and consultants may, upon prior written notice and at reasonable times, visit the Facility for the purpose of (i) inspecting the Facility, (ii) inspecting the performance by Manager of its obligations under this Agreement or (iii) showing the Facility to current or prospective purchasers, investors, lessees or lenders. Upon reasonable prior request, Manager shall facilitate access permitted under this Section 27.

28. Amendments: The terms, conditions and provisions of this Agreement may not be modified except in writing executed and delivered by each of the parties hereto.

29. Failure to Perform: If Manager shall at any time fail to perform any obligation on its part to be performed hereunder, then without limiting its other remedies Owner, after ten (10) business days’ written notice (or such shorter notice as may be required for Owner to take action to prevent a default or an event of default under the Facility Loan Documents) to Manager, may (but shall not be obligated to) perform any obligation on Manager’s part to be performed as provided in this Agreement and may enter upon the Facility for said purpose and take all such action thereon as may be necessary or desirable therefor. Any out-of-pocket sums paid or costs or expenses incurred in connection therewith shall be paid by Manager to Owner within five (5) days of written demand of Manager therefor. The rights of Owner and Manager pursuant to this Section 29 shall survive the expiration of the Term and any earlier termination of this Agreement.

30. REIT Status:⁸ Manager acknowledges that: (i) Operations (or the direct or indirect owner of Operations) intends to qualify as a “taxable REIT subsidiary” under the Code, (ii) one or more of Owner’s direct or indirect parent entities intend to qualify as REITs and (iii) Operations, Owner and their direct or indirect owners therefore are subject to operating and other restrictions under the Code. Notwithstanding anything to the contrary in this Agreement:

(a) if Operations determines that this Agreement or Manager’s operation of the Facility under this Agreement could jeopardize Operations’s (or Operations’s owner’s) qualification as a taxable REIT subsidiary or the qualification of Owner’s direct or indirect parent as a REIT, Manager shall reasonably cooperate with Operations to revise this Agreement or restructure this arrangement so that Operations is satisfied with such qualification; provided, that (a) any such actions shall be completed at no additional unreimbursed cost to Manager and (b) the economic terms of this Agreement shall not be materially modified or changed.

(b) if Operations and Manager cannot take actions to the satisfaction of Operations to protect such tax status, Operations shall have the right to terminate this Agreement upon 5 days’ notice to Manager without payment of the Termination Fee; .

⁸  To be revised/supplemented based on Owner’s structure.

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(c) Manager shall not enter into any Occupancy Agreement for the Facility (or any part of it), except Resident Agreements of a form approved by Owner, without first giving Owner a copy of such document for Owner’s approval, and Owner may withhold such approval if: (a) such lease, sublease, or occupancy agreement violates this Agreement; or (b) such lease, sublease or occupancy agreement (1) could provide for a rental to be paid by the occupant thereunder based (or considered to be based), in whole or in part, on the net income or profits of any person, or any other formula such that any portion of the rent payable under the Occupancy Agreement could fail to qualify as “rents from real property” within the meaning of Code Section 856(d) or (2) otherwise could jeopardize such REIT’s qualification as such for federal income tax purposes.

31. Independent Contractor. Manager represents and warrants (i) that the management fee payable under this Agreement is an arm’s length management fee that provides adequate compensation for Manager’s services hereunder and (ii) that, as of the Effective Date, Manager is an Independent Contractor. Throughout the Term, (i) Manager shall ensure that it qualifies as an Independent Contractor, and (ii) Manager shall not cause the Facility to be treated as a “qualified health care property” as defined in Section 856(e)(6)(D)(i) for purposes of Section 856(d)(8)(B) and Section 856(d)(9) of the Code. Manager shall, from time to time, provide to Owner information requested by Owner to allow Owner to confirm Manager’s status as an Independent Contractor and the Facility’s status as other than a qualified health care property. If Manager or any Affiliate of Manager becomes aware that Manager may no longer constitute an Independent Contractor or the Facility may be treated as a qualified health care property, then Manager shall promptly (but in any event within five (5) days) so notify Owner. This Section 31 shall apply for so long as the Facility is owned by an entity, or through an ownership structure, that is subject to REIT tax requirements.

32. Certain Definitions:

(a) “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls or is controlled by, or is under common control with, such Person.

(b) “Applicable Facility Loan Documents, Superior Leases and Title Documents” means all (A) Facility Loan Documents, Superior Leases and Title Documents in effect as of the Effective Date and (B) all Facility Loan Documents, Superior Leases and Title Documents entered into after the date hereof, but (with respect to this clause (B)) only to the extent (i) Manager has received written notice of, and an opportunity to consult and comment on, the obligations imposed by such instrument on Manager or the Facility prior to the imposition of such obligations and (ii) such obligations are reasonable and customary for facilities similar to the Facility and may be performed by Manager using commercially reasonable efforts without additional cost to Manager (unless such cost is de minimis or reimbursed by Owner).

(c) “Applicable Law(s)” means all statutes, laws, ordinances, rules, regulations, requirements, judgments, orders and decrees of any Governmental Authority, including, without limitation, any requirement(s) or standard of any agency or other Governmental Authority required for any party to maintain licensure or certifications.

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to Code Sections include any similar or successor provisions thereto.

(e) “Facility Lender” means any lender under any Facility Loan.

(f) “Facility Loan” means any loan made to Owner or any of its Affiliates on or after the Effective Date and secured by the Facility or equity interests in direct or indirect owners thereof.

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(g) “Facility Loan Documents” means any agreement, document or other instrument evidencing or securing any Facility Loan so long as a true, correct and complete copy of such agreement, document or other instrument has been provided to Manager.

(h) “FCA” means the False Claims Act, 31 U.S.C. §§ 3729-3733, any successor or similar federal or state statutes or laws, and any regulations promulgated under any of the foregoing, in each case as amended from time to time.

(i) “Governmental Authority” means (i) any government or political subdivision thereof, whether foreign or domestic, national, state, county, municipal or regional; (ii) any agency or instrumentality of any such government, political subdivision or other government entity (including any central bank or comparable agency); and (iii) any court, in each case, to the extent having jurisdiction over the Facility, the Owner or the Manager, as applicable.

(j) “GAAP” means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.

(k) “Independent Contractor” means a person that satisfies the following requirements, at all times while they are a party to this Agreement or while their status as an Independent Contractor is relevant under this Agreement:

(i) Such person does not own, directly or indirectly (for purposes of Code Section 856(d)), more than 35% of the shares of Manager, Owner or any Affiliate of Manager or Owner;

(ii) Not more than 35% of the total combined voting power (or value) or the total shares of such person’s stock is owned, directly or indirectly, by one or more persons that own 35% or more of the shares of Manager, Owner or any Affiliate of Manager or Owner, provided, that, for any class of stock of Manager, Owner or any Affiliate of Manager or Owner that is regularly traded on an established securities market, only persons owning, directly or indirectly, more than 5% of such class of stock (for purposes of Code Section 856(d)) shall be taken into account as owning any stock of such class (but all of the outstanding stock of such class shall be considered outstanding in order to compute the denominator for purposes of determining the applicable percentage of ownership);

(iii) None of Manager, Owner or any related person (for purposes of Code Section 856) thereto derives any income from such person, any Affiliate of such person or any entity in which such person owns a direct or indirect interest without the prior written consent of Owner, which Owner may grant or withhold in its sole and absolute discretion;

(iv) To the extent that any of Manager, Owner or any related person (for purposes of Code Section 856) derives income from any direct or indirect owner of such person that intends to qualify as an Independent Contractor or any entity that has a common parent with such person, such owner or entity shall keep its own books and records, operate as a separate entity from its Affiliates and have, or its direct or indirect parent shall have, its own officers and employees; and

(v) Such person otherwise qualifies as an “independent contractor” for purposes of Code Section 856.

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(l) “Manager’s Standards” means, at any time and from time to time, operational and physical standards that are materially consistent with the practices and standards then implemented at senior housing communities managed or operated by Manager or any of its Affiliates [(if the Sub-Management Agreement is not then in effect) or Holiday Retirement or any of its Affiliates (if the Sub-Management Agreement is then in effect)].

(m) “Other Management Agreements” means the management agreements entered into by Owner or its Affiliate, on the one hand, and Manager or its Affiliate, on the other hand, as of the Effective Date, pursuant to that certain Purchase and Sale Agreement dated June [    ], 2015, by and among Seller and Purchaser (as such terms are defined therein).

(n) “Person” means any individual, sole proprietorship, joint venture, corporation, partnership, limited liability company, governmental body, regulatory agency or other entity of any nature.

(o) “Rebates” means any discounts, rebates and/or other monetary benefits on items purchased or services rendered at Owner’s cost for the benefit of the Facility (whether only for the Facility or for the Facility in combination with other facilities managed by Manager or its Affiliates).

(p) “REIT” means a “real estate investment trust” within the meaning of Code Section 856 through 860.

(q) “Resident” means any individual residing at the Facility.

(r) [“Sub-Management Fee” means the “Fee” as defined in the Sub-Management Agreement.]

(s) “Superior Lease” means any lease pursuant to which Owner leases all or any portion of the Facility so long as a true, correct and complete copy of such agreement, document or other instrument has been provided to Manager.

(t) “Title Document” means any easement, covenant, condition, restriction or similar document or instrument affecting title to the Facility (whether fee or leasehold or otherwise) and recorded in the land records of the jurisdiction in which the Facility is located so long as a true, correct and complete copy of such agreement, document or other instrument has been provided to Manager.

(u) “Travel Program” means the program administered by Manager whereby residents of a Manager-managed facility are permitted to stay, subject to the availability of a guest room at the subject location, at another Manager-managed facility up to seven nights free of charge.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.

MANAGER

[            ]

By:

Name:

Title:

Date:             , 2015

EXHIBIT J TO PURCHASE AGREEMENT

OWNER

[            ]

By:

Name:

Title:

Date:             , 2015

Schedule 2(l)

Monthly Reports

(a) balance sheet as of month end (including current month, prior month, and period to period change);

(b) detailed profit and loss statement, showing monthly and year-to-date comparisons to Annual Budget, with summary explanation of any material variances from the Annual Budget;

(c) 12-month profit and loss trend report;

(d) rent roll as of month end;

(e) general ledger;

(f) cash disbursements journal; and

(g) cash receipts journal.

[OTHERS]

Schedule 2(l)

Schedule 2(m)

2015 Annual Budget

See attached.

Schedule 2(m)

Schedule 6

Insurance

(a) Required Insurance Coverage.

(1) Property damage to be covered by an “All Risk” Property Insurance Policy for the Facility which must not include a coinsurance provision. The policy amount must cover one hundred percent (100%) full replacement cost of the improvements of the Facility and terrorism coverage must be included or procured as a separate policy covering the Facility. The deductible may not exceed $100,000.00 per occurrence. Such policy must provide business interruption coverage on actual loss sustained or minimum twelve (12) months’ gross income/rents/actual loss sustained with a maximum deductible of seventy-two (72) hours per occurrence. An extended period of indemnity for three hundred and sixty five (365) days is required.

(2) Windstorm and Flood coverage, and exclusions are acceptable, provided a separate policy or coverage is obtained for these exclusions as applicable. Such coverage shall be required for the Facility when the property damage insurance excludes any type of wind or flood related event. State insurance plans are acceptable if that is the only coverage available in that insurance market. Business income/rent loss coverage is in the manner set forth in clause (1) above. One hundred percent (100%) replacement cost is required or an amount agreed to by Owner. Maximum deductible is five percent (5%) of the total insured value. If the Facility lies within Special Flood Hazard Area (SFHA) A or V, flood coverage is required at one hundred percent (100%) full replacement cost of the improvements of the Facility. If one hundred percent (100%) replacement cost is not available, then the maximum amount of insurance available under the National Flood Insurance Program (NFIP) must be obtained and amount agreed to by Owner. The maximum deductible is five percent (5%) of the Total Insured Value as listed on the policy. The NFIP policy declaration page is acceptable evidence of coverage. An excess flood or Difference in Conditions (DIC) policy must provide for the difference, if any, between the maximum limit provided by NFIP policies and the full replacement cost. Business income/rent loss is required in the manner set forth in clause (1) above.

(3) Ordinance and Law coverage, and if the Facility is a legal non-conforming use project, the policy must include coverage for Loss to Undamaged Portion of the Building (Coverage A) which must equal one hundred percent (100%) replacement costs of the structure(s), Demolition Cost (Coverage B) and Increased Cost of Construction (Coverage C), each at a minimum of twenty percent (20%) of full replacement cost of the Facility.

(4) Boiler and Machinery coverage shall be required where any centralized HVAC, boiler, water heater or other type of pressure-fired vessel is in operation at the Facility. Such coverage must be equal to one hundred percent (100%) full replacement cost of the Facility. The deductible may not exceed property insurance policy deductible.

(5) Earthquake coverage, and the seismic risk will be determined for properties in Seismic Zones 3 or 4. Such coverage is required if the Probable Maximum Loss (PML / SUL) is twenty percent (20%) or greater. If earthquake insurance is required, the amount of coverage required will be determined based on Facility Loan requirements or earthquake simulation modeling for the Facility. The maximum deductible is five percent (5%) of the total insured value.

(6) Business Income/Rent Loss coverage for Actual loss sustained or minimum of twelve (12) months’ of gross income/rents. Extended period of indemnity – three hundred and sixty five (365) days’ loss of income/rents. Such coverage is required for all property insurance coverage including windstorm, flood, earthquake and terrorism even if written on a stand-alone basis. The maximum deductible is seventy-two (72) hours per occurrence.

Schedule 6 - 1

(7) Builder’s Risk coverage is required during construction after an insured loss or general construction. Must be written for one hundred percent (100%) of the completed value on a non-reporting basis. The maximum deductibles are $50,000.00 per occurrence.

(8) Sinkhole/Mine Subsidence coverage is required if the Facility is in an area prone to these geological phenomena. One hundred percent (100%) replacement cost is required. The maximum deductibles are $100,000.00 per occurrence or the applicable earthquake deductible if earth movement coverage applies.

(9) General Liability coverage for the minimum limit of general liability coverage for bodily injury, death and property damage must be $1,000,000.00 per occurrence/claim, with a $2,000,000.00 general aggregate limit, and excess over a $2,000,000.00 self-insured retention. Terrorism coverage must be provided.

(10) Excess/Umbrella Liability coverage with limits of not less than $25,000,000.00 per occurrence/claim and aggregate limits for bodily injury, death and property damage, and excess over a $2,000,000.00 self-insured retention.

(11) Commercial Auto Liability coverage for $1,000,000.00 per occurrence is required where the Facility uses cars, vans or trucks for business purposes.

(12) Healthcare Professional and Excess Liability covering bodily injury and property damage. Minimum Professional Liability and Excess Liability Insurance is $25,000,000.00, and excess over a $2,000,000 self-insured retention.

(13) Crime / Fidelity coverage at a minimum of $1,000,000.00 per occurrence is required and the maximum deductible or self-insured retention is $75,000.00, covering the Facility Employees in job classifications normally bonded in the seniors housing industry or as otherwise required by Applicable Law, and comprehensive crime insurance to the extent Manager determines it is necessary for the Facility.

(14) Workers Compensation and Employers Liability Coverage with Coverage A with statutory limits and Coverage B with limit of $500,000 per occurrence for bodily injury and by disease and policy limit. In states where insured are legally able to non-subscribe, Manager may elect to do so, as long as Manager has an approved non-subscriber plan in such state. Insurance under this clause may include a deductible or self-insured retention of no more than $1,000,000 per occurrence.

(b) Additional Owner Requirements. Notwithstanding anything in Section 6 of the Agreement or this Schedule 6 to the contrary, Owner may, from time to time, and upon 30 days’ prior notice to Manager, require Manager to obtain and maintain higher liability limits, lower deductibles or additional insurance coverages or to obtain any coverages from and maintain them with insurers that (in each case) are (i) required under the Facility Loan Documents or (ii) deemed advisable by Owner in its reasonable judgment for its protection against claims, liabilities and losses arising out of or connected with Manager’s performance under this Agreement, in each case to the extent that such requirements are generally available using commercially reasonable efforts to operators of senior living facilities of a similar type and (in the case of clause (ii)) customary.

Schedule 6 - 2

(c) Additional Requirements.

(1) Manager shall provide Owner and the Facility Lender a satisfactory ACORD 25 Liability and ACORD 28 Property certificate evidencing the existence of the insurance required by this Agreement and showing the interests of Owner and Facility Lender prior to the commencement of the Term or, for a renewal policy, not less than five (5) days following the expiration date of the policy being renewed. Manager shall provide a complete copy of the related policy within ten (10) days after a request therefor by Owner or the Facility Lender or within ten (10) days after Manager has received such policy from the insurer following the request.

(2) Manager may satisfy the requirements for insurance coverage under this Agreement through coverage under a so-called blanket policy or policies of insurance carried and maintained by Manager; provided, however, that the coverage afforded Owner will not be reduced or diminished or otherwise be materially different from that which would exist under a separate policy meeting all other requirements of this Agreement by reason of the use of such blanket policy of insurance.

(3) Manager shall provide immediate written notice (A) to the insurer, the Facility Lender and Owner of any material claim, or event of loss payable, under the policy for the insurance coverage specified in clauses (a)(1) – (a)(8) of Schedule 6, and (B) to the Facility Lender and Owner of Manager’s receipt of any proceeds relating to any event of loss described in clause (A) above. Owner may require Manager to deliver to the Facility Lender in accordance with the Facility Loan Documents any proceeds received by Manager.

(d) Insurance Coverage by Contractors and Other Vendors.

(1) Manager shall make commercially reasonable efforts to secure certificates of insurance from any contractors, service providers, and vendors that provide maintenance or repairs on or in the premises, or that provide supplies and inventory to the Facility, in either case in an amount exceeding $100,000.00 per year (collectively, “Service Providers”), which certificates (A) evidence valid and enforceable policies issued by insurers licensed and approved to do business in the state in which the Facility is located and having general policyholders and financial ratings of not less than “A-” and “VII”, respectively, in the then current A.M. Best’s Insurance Report; (B) name Owner, Manager and the Facility Lender as additional insureds by endorsement on Service Provider’s commercial general liability insurance policy; (C) are written on an occurrence policy form; (D) are primary and non-contributory and provide that any insurance maintained by Manager or Owner for the Facility is excess of Service Provider’s insurance; and (E) provide a waiver of subrogation and all rights of recovery by the insurer against and in favor of Manager and Owner.

(2) Service Providers shall have and maintain insurance coverage with limits of not less than (A) $1,000,000.00 for each occurrence, (B) $1,000,000.00 for personal/advertising injury, (C) $2,000,000.00 general aggregate, and (D) $2,000,000.00 aggregate for products and completed operations. In addition, Service Providers shall have and maintain (I) workers’ compensation coverage for injuries sustained by Service Provider’s employees in the course of their employment and otherwise consistent with all Applicable Laws and employer’s liability coverage with limits not less than $1,000,000.00 each accident, $1,000,000.00 bodily injury due to disease each employee and $1,000,000.00 bodily injury due to disease policy limit, and (II) automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles, covering bodily injury, including death, and property damage with a limit of $1,000,000.00 each accident.

Schedule 6 - 3

Schedule 7(a)

Base Fee Amount

Schedule 7(a)

EXHIBIT K

ASSIGNED CONTRACTS

The contracts identified on Exhibit I are incorporated herein by reference.

EXHIBIT K-1

EXHIBIT L

THIRD PARTY REPORTS

Alexis Gardens

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Andover Place

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Arcadia Place

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

5. Seismic Risk Assessment

Aspen View

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Augustine Landing

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Cedar Ridge

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Echo Ridge

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

EXHIBIT L-1

Elm Park Estates

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Genesee Gardens

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Greenwood Terrace

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Holiday Hills

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Indigo Pines

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Jefferson, The

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Kalama Heights

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Marion Woods

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

EXHIBIT L-2

Montara Meadows

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Niagara Village

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Parkrose Chateau

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Pinegate

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Quail Run Estates

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Quincy Place

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Redbud Hills

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

EXHIBIT L-3

Remington, The

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

5. Seismic Risk Assessment

Springs of Escondido

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

5. Seismic Risk Assessment

Springs of Napa

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

5. Seismic Risk Assessment

Stone Lodge

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

University Pines

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

Woods at Holly Tree

1. Title Report

2. Survey

3. Phase I Environmental Report

4. Property Condition Assessment

EXHIBIT L-4

EXHIBIT M

PROPERTY QUESTIONNAIRE

EXHIBIT M-1

EXHIBIT N

FORM OF FACILITY OWNER INTEREST ASSIGNMENT

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (this “Agreement”) dated                     , 2015, is entered by and among                              (“Assignor”), and                              (“Assignee”).

W I T N E S S E T H

WHEREAS, Assignor is the holder of 100% of the [membership/partnership] interests in                              (the “Assigned Interest”);

WHEREAS, Assignor and                      entered into that certain Purchase and Sale Agreement, dated as of June     , 2015, pursuant to which Assignor has agreed to transfer, assign and convey to Assignee all of Assignor’s right, title and interest in and to the Assigned Interest (the “Assignment”); and

WHEREAS, the parties desire to effect the Assignment pursuant to, and on the terms contained in, this Agreement.

NOW, THEREFORE, in consideration of the premises and the agreements herein contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Assignment. Assignor hereby unconditionally and irrevocably transfers, assigns, and conveys to Assignee to the fullest extent permissible under applicable law, and hereby relinquishes, quitclaims, and releases any claims to, all of Assignor’s right, title, and interest in and to the Assigned Interest.

Section 2. Acceptance. Assignee hereby accepts the Assignment.

Section 3. Miscellaneous.

(a) Multiple Counterparts and Facsimile or Electronic Signatures. This Agreement may be signed in multiple counterparts, and when each party or his, her, or its authorized representative has signed a counterpart hereof, each such counterpart shall be a binding and enforceable agreement as an original. In addition, this Agreement may be executed by facsimile or electronic signatures, and such facsimile or electronic signatures will be deemed to be as valid as an original signature whether or not confirmed by delivering the original signatures in person, by courier, or mail, although it is the parties’ intentions to deliver original signatures after delivery of facsimile or electronic signatures.

(b) Binding on Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns and is enforceable against them in accordance with its terms.

[Signature page follows.]

Exhibit N-1

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

Assignor

By:

Name:

Title:

Assignee

By:

Name:

Title:

EXHIBIT N-2

SCHEDULE I-A

Property Sellers; Facility Names and Locations

	Facility	City	State	Property Seller
1.	Aspen View	Billings	MT	Harvest Aspen Meadows Retirement Residence LLC
2.	Arcadia Place	Vista	CA	Harvest Arcadia Place Retirement Residence LLC
3.	Genesee Gardens	Flint Township	MI	Flint Retirement Residence LLC
4.	Indigo Pines	Hilton Head	SC	Hilton Head Retirement Residence Limited Liability Company
5.	Quail Run Estates	Agawam	MA	Harvest Quail Run Estates Retirement Residence LLC
6.	Redbud Hills	Bloomington	IN	Harvest Redbud Hills Retirement Residence LLC
7.	Springs of Escondido, The	Escondido	CA	Escondido Retirement Residence Limited Partnership
8.	Springs of Napa, The	Napa	CA	Napa Retirement Residence Limited Partnership
9.	Stone Lodge	Bend	OR	Bend Retirement Residence LLC
10.	Remington, The	Hanford	CA	Hanford Retirement Residence Limited Partnership
11.	Parkrose Chateau	Portland	OR	Parkrose Retirement Residence Limited Partnership

SCHEDULE I

SCHEDULE I-B

Property Sellers; Facility Names and Locations

	Facility	City	State	Facility Owner	Entity Seller
12.	Augustine Landing	Jacksonville	FL	Jacksonville Retirement Residence LLC	Harvest Mezzanine I LLC Harvest Managing Member I LLC
13.	Andover Place	Little Rock	AR	Little Rock Retirement Residence Limited Partnership	Harvest Mezzanine I LLC Harvest General Partner I LLC
14.	Elm Park Estates	Roanoke	VA	Elm Park Estates Retirement Residence Limited Partnership	Harvest Mezzanine I LLC Harvest General Partner I LLC
15.	Echo Ridge	Knoxville	TN	Harvest Echo Ridge Retirement Residence LLC	Harvest Mezzanine II LLC Harvest General Partner II LLC
16.	Pinegate	Macon	GA	Macon Retirement Residence LLC	Harvest Mezzanine I LLC
17.	Alexis Gardens	Toledo	OH	Toledo Retirement Residence LLC	Harvest Mezzanine I LLC Harvest General Partner I LLC
18.	Kalama Heights	Kihei	HI	Kalama Heights Retirement Residence LLC	Harvest Mezzanine I LLC Harvest General Partner I LLC
19.	Montara Meadows	Las Vegas	NV	Harvest Montara Meadows Retirement Residence LLC	Harvest Mezzanine I LLC
20.	Niagara Village	Erie	PA	Harvest Niagara Village Retirement Residence LLC	Harvest Mezzanine I LLC
21.	Quincy Place	Denver	CO	Denver Retirement Residence Limited Liability Company	Harvest Mezzanine I LLC Harvest General Partner I LLC
22.	Greenwood Terrace	Lenexa	KS	Harvest Greenwood Terrace Retirement Residence LLC	Harvest Mezzanine I LLC
23.	Marion Woods	Ocala	FL	Ocala Retirement Residence LLC	Harvest Mezzanine I LLC Harvest General Partner I LLC
24.	Jefferson, The	Middleton	WI	Madison Retirement Residence LLC	Harvest Mezzanine I LLC Harvest General Partner I LLC
25.	Cedar Ridge	Burlington	NC	Burlington Retirement Residence LLC	Harvest Mezzanine I LLC Harvest General Partner I LLC
26.	Holiday Hills Estates	Rapid City	SD	Harvest Holiday Hills Estates Retirement Residence, LLC	Harvest Mezzanine II LLC Harvest General Partner II LLC
27.	University Pines	Pensacola	FL	Harvest University Pines Retirement Residence LLC	Harvest Mezzanine I LLC
28.	Woods at Holly Tree, The	Wilmington	NC	Wilmington Retirement Residence LLC	Harvest Mezzanine I LLC

SCHEDULE I

ANNEX 1

DEFINED TERMS

“ADA” shall have the meaning set forth in Section 6.26.

“Additional Deposit” shall have the meaning set forth in Section 5.1.

“Affiliate” shall mean, with respect to any Person, any other Person which Controls, is Controlled by or is under common Control with the first Person.

“Agreement” shall have the meaning set forth in the introductory paragraph.

“Allocation Statement” shall have the meaning set forth in Section 2.2.3.

“Assigned Contract” means each Commercial Lease and each other Property Contract set forth on Exhibit K attached hereto, subject to receipt of any required consents.

“Bring Down Certificate” shall have the meaning set forth in Section 5.2.5.

“Broker” shall have the meaning set forth in Section 13.10.

“Business Day” means any day other than a Saturday or Sunday or Federal holiday or legal holiday in the State of New York or the State of Oregon.

“Capex Difference” shall have the meaning set forth in Section 5.4.4.

“Closing” means the consummation of the purchase and sale and related transactions contemplated by this Agreement in accordance with the terms and conditions of this Agreement.

“Closing Date” means the Scheduled Closing Date or, if applicable, such other date as mutually agreed by the parties or such date to which the Scheduled Closing Date is adjourned pursuant to an extension of the Scheduled Closing Date as contemplated by the terms of Section 5.1.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Commercial Lease” means all real property leases, subleases and other occupancy contracts, whether or not of record, which provide for the use or occupancy of space or facilities at any Facility or any portion of the Property and which are in force as of the Closing Date, other than any Resident Agreement with any Resident.

“Consolidated Subsidiary” shall mean, with respect to Seller Guarantor, any subsidiary or other entity the accounts of which would be consolidated with those of Seller Guarantor in its consolidated financial statements if such statements were prepared as of such date.

ANNEX I - 1

“Control” shall mean, as applied to any Person, the possession, directly or indirectly, of the power to direct the management and policies of that Person, whether through ownership, voting control, by contract or otherwise.

“Cumulative Straight-line Rent” shall mean the sum of all non-cash straight-line rent adjustments made by Seller Guarantor or its Consolidated Subsidiaries, whether made before or after the date of calculation, but only to the extent such adjustments remain directly reflected as an asset or as a liability on the balance sheet of Seller Guarantor as of the applicable date of calculation.

“Damage Notice” shall have the meaning set forth in Section 11.1.

“Damages” means all actions, suits, proceedings, governmental investigations, injunctions, demands, charges, claims, judgments, awards, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, fees and expenses (including court costs and reasonable and documented out-of-pocket attorneys’ and accountants’ fees and expenses); provided, however, Damages will not include punitive, consequential, special or indirect damages, including without limitation business interruption, loss of future revenue, profits or income, or loss of business reputation or diminution in value, except to the extent that such damages are payable by an Indemnified Person to a thirty party in a Third Party Claim; provided further, however, that, with respect to any breach of or inaccuracy, when made, in Seller’s Representations set forth in the first sentence of Section 6.1.5 or in Section 6.1.15, any Damages resulting therefrom will include consequential damages to the extent that such damages were reasonably foreseeable.

“Data Site” means the Intralinks data room titled “Project Timber.”

“Deed” shall mean a special warranty deed (or the equivalent in the applicable jurisdiction).

“Deposit” means shall have the meaning set forth in Section 2.2.1.

“Disclosure Schedules” shall have the meaning set forth in Article VI.

“Effective Date” shall have the meaning set forth in the preamble to this Agreement.

“Environmental Laws” means the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. Sections 9601 et seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Toxic Substances Control Act, the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Safe Drinking Water Act 42 U.S.C. Section 300(f) et seq. and all other applicable state, county, municipal, or, administrative ordinances, rules, regulations, judgments, and orders relating or pertaining to (A) the protection, preservation or reclamation of the environment or natural resources or (B) the management, release and threatened release of Hazardous Materials.

“Escrow Agent” shall have the meaning set forth in Section 2.2.1.

ANNEX I - 2

“Escrow Agreement” shall have the meaning set forth in Section 2.3.1.

“Existing Survey” shall have the meaning set forth in Section 4.2.

“Excluded Assets” means (i) Excluded Property, (ii) receivables, (iii) any Property Seller’s Excluded Permits, (iv) any Property Contracts and any other contracts described as items (ii) and (iii) in the definition of Property Contracts (other than the Assigned Contracts), (v) cash or other funds, whether in petty cash or house “banks,” or on deposit in bank accounts or in transit for deposit, (vi) refunds, rebates or other claims, or any interest thereon, for periods or events occurring prior to the Closing Date, (vii) utility and other deposits, (viii) prepaid insurance premiums and other prepaid items, (ix) proprietary books and records, and (x) any right, title, or interest in or to the Seller Marks.

“Excluded Liabilities” shall mean any third-party claim made against Purchaser (or its designee hereunder) arising out of, or relating to (i) acts or omissions of any Person (other than Purchaser and/or any representative, employee and/or agent of Purchaser) in connection with the Property or the ownership, operation, management or use thereof, in each case, occurring prior to the Closing, (ii) any indebtedness of Seller, (iii) any federal, state or local taxes, whether or not accrued, assessed or currently due and payable related to the Property attributable to the period prior to the Closing, (iv) the Excluded Assets or the ownership, operation, management or use thereof, whether arising or accruing prior to or from and after Closing, and (v) any FCA Action.

“Excluded Permits” means those Permits which, under applicable law, are nontransferable.

“Excluded Property” shall have the meaning set forth in Section 4.5.

“Facilities” shall mean the facilities identified on Schedule I-A and I-B, and each a “Facility”.

“Facility Employees” shall have the meaning set forth in Section 6.1.14.

“Facility Owner” shall have the meaning set forth in the Recitals.

“FCA Action” shall mean any actual or alleged violation of the False Claims Act, 31 U.S.C. §§ 3729-3733, any successor or similar federal or state statutes or laws, and any regulations promulgated under any of the foregoing, in each case as amended, or any actual or alleged illegal conduct with respect to benefits or deferrals of rent for veterans or their family members, in each case by, or caused by, Seller, any of its Affiliates or any of its or its Affiliates’ respective agents and employees, or any inquiry, investigation or litigation relating to such (actual or alleged) violation or conduct to the extent occurring or arising prior to the Closing Date.

“FHA” shall have the meaning set forth in Section 6.2.5.

ANNEX I - 3

“Fixtures and Tangible Personal Property” means all fixtures, furniture, furnishings, fittings, equipment, machinery, apparatus, appliances and other articles of tangible personal property located on the Land or in the Improvements as of the Closing Date, to the extent transferable, and used or usable exclusively in connection with the occupation or operation of all or any part of the Property; provided, however, that the term “Fixtures and Tangible Personal Property” specifically excludes (a) assets that are not owned or leased by Seller or any Facility Onwer (including, without limitation, assets owned or leased by any Resident or guest, employee or other person furnishing goods or services to the Property), and (b) assets owned by Seller or any Facility Owner but not used exclusively for the business, operation or management of the Property. In addition, the term “Fixtures and Tangible Personal Property” specifically excludes IT Assets. Seller shall have the right to remove any software or data from any computer equipment used to operate security or gate systems at the Property that it determines to be proprietary, confidential or otherwise not essential to the operation of the security or gate system in its sole and absolute discretion.

“General Assignment” shall have the meaning set forth in Section 5.2.3.

“Governmental Authority” shall mean any court, board, agency, commission or authority of any nature whatsoever for any governmental unit (including federal, state, county, municipal, district, city or otherwise) whether in existence or hereafter in existence having jurisdiction over Seller, any Facility Owner, or the Property, or the Purchaser, as applicable.

“Hazardous Materials” means any and all substances, wastes, materials, pollutants, contaminants, compounds, chemicals or elements which are defined or classified as a “hazardous substance,” “hazardous material,” “toxic substance,” “hazardous waste,” “pollutant,” “contaminant” or words of similar import under any Environmental Law, including all dibenzodioxins and dibenzofurans, polychlorinated biphenyls (PCBs), petroleum hydrocarbon, including crude oil or any derivative thereof, asbestos-containing materials in any form, and radon gas.

“Holiday Manager” shall have the meaning set forth in Section 5.2.6.

“Improvements” means all buildings and improvements located on the Land (including, but not limited to, the Facilities).

“Indemnified Person” shall have the meaning set forth in Section 13.5.

“Indemnifying Person” shall have the meaning set forth in Section 13.5.

“Initial Deposit” means shall have the meaning set forth in Section 2.2.1.

“IRS” means the United States Internal Revenue Service.

“IT Assets” means (i) all mobile and personal communication devices, including, without limitation all cellular phones, smartphones, tablets, phablets, netbooks and check and credit card scanning devices and (ii) desktop, laptop and peripheral computers and data storage devices together with related electronic devices, accessories, printers (other than any copier machines owned by Seller or any Facility Owner), monitors and keyboards other than computer equipment necessary to operate security or gate systems at the Facilities.

ANNEX I - 4

“Land” means all of those certain tracts of land Facilities described on Exhibit A, and all rights, privileges and appurtenances pertaining thereto.

“Laws” means all federal, state and local laws, statutes, codes, regulations, rules, ordinances, orders, policy directives, judgments or decrees (including common law) including those of judicial and administrative bodies.

“Lien” shall mean any lien, claim, charge, encumbrance, security interest, mortgage, pledge, easement, or conditional sale or other title retention contract.

“Management Agreement” has the meaning set forth in Section 5.2.6.

“Manager” means Harvest Management Sub LLC, the current Manager of each of the Facilities.

“Material Adverse Effect” means any result, occurrence, fact, event, change or effect that, individually or in the aggregate with other such results, occurrences, facts, events, changes, or effects, has had and/or would have a materially adverse effect on (a) the business, affairs, assets, results of operations or financial condition of any Property Seller, Facility Owner and the Property, taken as a whole, or (b) the ability of Seller to consummate the Transactions; provided, however, that for purposes of clause (a) “Material Adverse Effect” shall not include any event, circumstance, change or effect to the extent arising out of or resulting from (i) any failure of any Property Seller or Facility Owner to meet any projections or forecasts (it being understood and agreed that any event, circumstance, change or effect giving rise to such failure shall be taken into account in determining whether there has been a Material Adverse Effect), (ii) any events, circumstances, changes or effects that affect the senior living industry in the United States generally, (iii) any changes in the United States or global economy or capital, financial or securities markets generally, including changes in interest or exchange rates, (iv) any changes in the applicable laws in the geographic regions in which any Property Seller or Facility Owner operates or owns or leases properties, (v) the commencement, escalation or worsening of a war or armed hostilities or the occurrence of acts of terrorism or sabotage, (vi) the negotiation, execution or announcement of this Agreement, or the consummation or anticipation of the Transactions (including the identity of the Purchaser and the impact of any of the foregoing on relationships, contractual or otherwise, with tenants, suppliers, lenders, investors, future partners or employees), (vii) the taking of any action permitted by the terms of this Agreement, or the failure to take any action expressly prohibited by, this Agreement, or the taking of any action at the written request or with the prior written consent of Purchaser, (viii) earthquakes, hurricanes or other natural disasters, (ix) any damage or destruction of the Property (or any portion thereof) that is substantially covered by insurance, or (x) changes in law or generally accepted accounting principles, which in the case of each of clauses (ii), (iii), (v) and (x) do not disproportionately affect the Property Sellers and Facility Owners, taken as a whole, relative to other participants in the senior living industry in the United States, and in the case of clauses (iv) and (viii) do not disproportionately affect the Property Sellers and Facility Owners, taken as a whole, relative to other participants in the senior living industry in the geographic regions in which any Property Seller or Facility Owner operates or owns or leases properties.

“Materials” shall have the meaning set forth in Section 3.1.1.

ANNEX I - 5

“Miscellaneous Property Assets” means all warranties, plans, drawings and other items of intangible personal property relating to the ownership or operation of the Land and Improvements and owned by any Property Seller or Facility Owner. The term “Miscellaneous Property Assets” also shall include all of any Property Seller’s or Facility Owner’s rights, if any, in and to the Facility names identified in Schedule I.

“National Contracts” shall mean any national or other contracts in the name of Manager or one of its Affiliates pursuant to which any Facility, as well as any facility that is not a part of the Property, is receiving goods, services and/or other benefits.

“Net Worth” means, as of the date of determination, for Seller Guarantor and, if applicable, its Consolidated Subsidiaries determined on a consolidated basis, an amount equal to the book value of Seller Guarantor’s tangible assets as of such date, plus (a) (i) accumulated depreciation and (ii) the Cumulative Straight-line Rent (to the extent reflected as a liability on the balance sheet of Seller Guarantor as of the applicable date of calculation), minus (b) (i) the liabilities of Seller Guarantor as of such date, and (ii) the Cumulative Straight-line Rent (to the extent reflected as an asset on the balance sheet of Seller Guarantor as of the applicable date of calculation), each as determined in accordance with GAAP.

“New Exception” shall have the meaning set forth in Section 4.5.

“New Exception Review Period Expiration Date” shall have the meaning set forth in Section 4.5.

“New Facility Owner” shall mean, with respect to each Facility, the entity that acquires fee ownership in such Facility from any Property Seller.

“Notice of Claim” and “Noticed Claim” shall have the meaning set forth in Section 13.4.2.

“Notice of Third Party Claim” shall have the meaning set forth in Section 13.5.1.

“Outside Claim Date” shall have the meaning set forth in Section 13.1.

“Outside Closing Date” shall mean the Scheduled Closing Date or, if the Purchaser exercises its right to extend the Scheduled Closing Date pursuant to the terms of Section 5.1 hereof, the last day of the First Extension Period or the Second Extension Period, as applicable.

“Permits” means all licenses, permits and authorizations granted by any applicable governmental authority having jurisdiction over the Property and required in order to own and operate the Property.

“Permitted Exceptions” shall have the meaning set forth in Section 4.3.

“Person” means any individual, corporation, proprietorship, firm, partnership, limited partnership, trust, association or other entity.

ANNEX I - 6

“Prohibited Person” means any of the following: (a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the “Executive Order”); (b) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order; (c) a person or entity that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (d) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a), (b), (c) and/or (d) above.

“Property” means (i) the Facility Owner Interests and (ii) with respect to each Property Seller, (a) the Land and Improvements and all rights of the Property Sellers and Facility Owners, if any, in and to all of the easements, rights, privileges, and appurtenances belonging or in any way appertaining to such Land and Improvements, (b) the Assigned Contracts, Resident Agreements, Permits (other than Excluded Permits) and the Fixtures and Tangible Personal Property, and (c) the Miscellaneous Property Assets which are located on the Land and Improvements and/or used exclusively in its operation, but specifically excluding the Excluded Assets and the Excluded Property.

“Property Contracts” means all contracts, agreements, equipment leases, purchase orders, maintenance, service, and similar contracts, regardless of whether entered into by a Property Seller, Facility Owner, Manager, or an Affiliate of any of the foregoing, which relate exclusively to the ownership, maintenance, on-going construction, repair and/or operation of the Property (or any portion thereof), whether or not assignable by their terms, including any Commercial Lease, but not including (i) any Resident Agreements, (ii) any National Contracts and (iii) any cellular phone contract or property management contract for the Property.

“Property Contracts List” shall have the meaning set forth in Section 6.1.4.

“Property Questionnaire” shall mean the Property Questionnaire attached hereto as Exhibit         .

“Property Statements” shall mean the statements identified in Schedule 6.1.15, including the notes and schedules thereto.

“Purchase Price” means the consideration to be paid by Purchaser to Seller for the purchase of the Property pursuant to Section 2.2.

“Purchaser” shall have the meaning set forth in the introductory paragraph.

“Purchaser Consultants” shall have the meaning set forth in Section 4.3.1.

“Purchaser Default” shall have the meaning set forth in Section 10.1.

“Purchaser Indemnifiable Damages” shall have the meaning set forth in Section 13.3.

ANNEX I - 7

“Purchaser Indemnified Parties” shall have the meaning set forth in Section 13.2.

“Purchaser Knowledge Individuals” shall have the meaning set forth in Section 6.3.

“Purchaser’s Expenses” means all actual out-of-pocket, reasonably documented costs and expenses incurred by Purchaser and/or its Affiliates or designees in connection with the transactions contemplated by this Agreement, including, without limitation, due diligence expenses, legal and travel expenses; provided, that Seller’s obligations to reimburse Purchaser for such expenses pursuant to this Agreement shall not in any event exceed an amount equal to $250,000.00.

“Purchaser’s Knowledge” shall have the meaning set forth in Section 6.3.

“Purchaser’s Representations” shall have the meaning set forth in Section 6.3.

“Qualifying Income” shall have the meaning set forth in Section 13.9.

“Records Disposal Notice” shall have the meaning set forth in Section 5.4.12.

“Records Hold Period” shall have the meaning set forth in Section 5.4.12.

“REIT” shall have the meaning set forth in Section 13.9.

“Remove” shall mean, with respect to any matter disclosed in the Title Documents, that Seller causes, at Seller’s expense, the Title Company to remove or affirmatively insure over (in form and substance approved by Purchaser in its reasonable discretion) such matter as an exception to the applicable Title Policy for the benefit of Purchaser by bonding, indemnity of Seller or otherwise (provided that in the case of a Secured Lien not granted by Purchaser, “Remove” shall mean the delivery by the holder thereof of a recordable cancellation or release or a payoff letter satisfactory to the Title Company and Purchaser unconditionally obligating such holder to release or cancel, upon repayment by Seller on or before Closing, the indebtedness secured thereby).

“Rent Roll” shall have the meaning set forth in Section 6.1.5.

“Repairs” means demolition, restoration and/or replacement of all or any portion of any Facility and the related Property.

“Required Consents” shall have the meaning set forth in Section 6.1.11.

“Resident” means any person or entity entitled to occupy any portion of the Property under a Resident Agreement.

“Resident Agreements” means all leases, subleases and other occupancy contracts, whether or not of record, which provide for the use or occupancy of residential space or facilities in any Facility and which are in force as of the Closing Date.

“Resident Agreement Form” shall have the meaning set forth in Section 6.1.6.

ANNEX I - 8

“Resident Agreements Assignment” shall have the meaning set forth in Section 5.2.4.

“Scheduled Closing Date” shall have the meaning set forth in Section 5.1.

“Secured Lien” shall have the meaning set forth in Section 4.4.

“Seller” shall have the meaning set forth in the introductory paragraph.

“Seller Default” shall have the meaning set forth in Section 10.2.

“Seller Guarantor” means Harvest Facility Holdings LP.

“Seller Guaranty” shall have the meaning set forth in Section 14.24.1.

“Seller Indemnifiable Damages” shall have the meaning set forth in Section 13.2.

“Seller Indemnified Parties” shall have the meaning set forth in Section 13.3.

“Seller Knowledge Individuals” shall have the meaning set forth in Section 6.2.

“Seller Liability Cap” shall have the meaning set forth in Section 13.4.1.

“Seller Marks” means all words, phrases, slogans, materials, software, proprietary systems, trade secrets, proprietary information and lists, and other intellectual property owned or used by any Property Seller, any Facility Owner, Manager, or any Affiliate of Seller in the marketing, operation or use of the Property (or in the marketing, operation or use of any other properties managed by the Manager and owned by any Property Seller, Facility Owner, or an Affiliate of either Manager or Seller), excluding all of Seller’s or any Facility Owner’s rights, if any, in and to the names of the Facilities.

“Seller’s Covenants” means the covenants set forth in Section 7.1.

“Seller’s Knowledge” shall have the meaning set forth in Section 6.2.

“Seller’s Property-Related Files and Records” shall have the meaning set forth in Section 5.4.11.

“Seller Representation and Covenant Basket” shall have the meaning set forth in Section 13.4.1.

“Seller’s Representations” means the representations and warranties set forth in Section 6.1 and Section 14.24.2, in each case as modified by the Disclosure Schedules in accordance with the first paragraph of Article VI.

“Survey” shall have the meaning set forth in Section 4.2.

“Surviving Obligations” shall mean those obligations which, pursuant to the express terms of this Agreement, survive termination of this Agreement or the Closing, as applicable.

ANNEX I - 9

“Taking” shall have the meaning set forth in Article XII.

“Third Party Claim” hall have the meaning set forth in Section 13.5.1.

“Third-Party Reports” means any reports, studies or other information prepared or compiled by Seller, and Facility Owner, or Purchaser by any consultant or other third-party for Purchaser’s use in connection with Purchaser’s investigation of the Property, including, without limitation, the Third Party Reports identified on Exhibit L attached hereto.

“Title Commitment” shall have the meaning set forth in Section 4.1.

“Title Company” shall have the meaning set forth in Section 2.2.1.

“Title Documents” shall have the meaning set forth in Section 4.1.

“Title Policy” means, with respect to each Facility, a standard American Land Title Association owner’s title insurance policy for the Land and Improvements issued by the Title Company pursuant to the applicable Title Commitment, using the current policy jacket customarily provided by the Title Company in the applicable state in an amount equal to that portion of the Purchase Price allocated to such Facility, excluding the personal property components thereof, pursuant to the Allocation Statement, subject only to the Permitted Exceptions.

“Title Update” shall have the meaning set forth in Section 4.5.

“Transactions” means any and all transactions contemplated by the terms of this Agreement.

“Transfer Taxes” shall have the meaning set forth in Section 5.4.10.1.

“Travel Program” means the program administered by Manager whereby residents of a Manager-managed facility are permitted to stay, subject to the availability of a guest room at the subject location, at another Manager-managed facility up to seven nights free of charge, as more particularly described in the Materials.

“Uncollected Rents” shall have the meaning set forth in Section 5.4.7.1.

ANNEX I - 10

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information was derived from the application of pro forma adjustments to the consolidated financial statements of New Senior Investment Group Inc. (“New Senior,” “the Company,” “we” or “our”). The unaudited pro forma combined statements of operations for the three months ended March 31, 2015 and the year ended December 31, 2014 give effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred or had become effective as of January 1, 2014. The unaudited pro forma combined balance sheet as of March 31, 2015 gives effect to the Pro Forma Transactions as if the Pro Forma Transactions had occurred or had become effective as of March 31, 2015. However, to the extent the Pro Forma Transactions were already reflected in the underlying historical data, no pro forma adjustment has been made to the historical financial statements.

The pro forma adjustments are based on available information and certain assumptions that we believe are reasonable in order to reflect, on a pro forma basis, the impact of the transactions listed below on our historical financial information. The unaudited pro forma combined financial information is provided for informational and illustrative purposes only and should be read in conjunction with our unaudited financial statements as of and for the three months ended March 31, 2015 and the notes thereto included in our Quarterly Report on Form 10-Q filed on May 8, 2015 with the Securities and Exchange Commission (“SEC”), our audited financial statements for the year ended December 31, 2014 and the notes thereto included herein, the Combined Statements of Revenues and Certain Operating Expenses of the Timber Portfolio (as described below) for the three months ended March 31, 2015 (Unaudited) and the year ended December 31, 2014 and the notes thereto, included herein, and the Statement of Revenues and Certain Operating Expenses of the Hawthorn Portfolio (as described below) for the year ended December 31, 2014 and the notes thereto, included as Exhibit 99.2 in our Form 8-K filed on May 14, 2015 with the SEC.

The unaudited pro forma combined financial information has been prepared to reflect adjustments to our historical consolidated financial information that are (i) directly attributable to the Pro Forma Transactions, (ii) factually supportable, and (iii) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on our results. However, such adjustments are estimates and may not prove to be accurate. Information regarding these adjustments is subject to risks and uncertainties that could cause actual results to differ materially from our unaudited pro forma combined financial information.

The unaudited pro forma combined information set forth below reflects the historical information of New Senior, as adjusted to give effect to the following transactions (together, the “Pro Forma Transactions”):

• the acquisition of the Hawthorn Portfolio which comprises 17 private pay, IL-only properties (“Hawthorn Portfolio Acquisition”) and related financing on March 27, 2015;

• the mortgage financing, which comprises the refinancing of mortgage loans (“Mortgage Loan Refinancing”) and the additional financing secured by existing properties (“Additional Financing”), on March 27, 2015;

• the anticipated issuance by us of              shares of common stock of the Company (“Common Stock Issuance”), to finance primarily the acquisition of the Timber Portfolio as well as general corporate purposes, and which for purposes of this unaudited pro forma financial information reflects the issuance of 17,500,000 shares at the closing price on June 19, 2015, which was $15.76;

• the anticipated acquisition of the Timber Portfolio which comprises 28 private pay, IL-only properties (“Timber Portfolio Acquisition”) and related financing; and

• the continuing effect of the transactions described above on management fees payable to FIG LLC (an affiliate of Fortress Investment Group LLC), the Company’s manager (the “Manager”), pursuant to the management agreement entered into between New Senior and the Manager effective as of the spinoff on November 6, 2014.

The impact of the Hawthorn Portfolio Acquisition and related financing, Mortgage Loan Refinancing and Additional Financing are already reflected in the Company’s historical consolidated balance sheet as of March 31, 2015; accordingly, no pro forma balance sheet adjustments for those transactions are presented herein. In addition, the Company’s historical consolidated statement of operations for the three months ended March 31, 2015 includes the impact of the Hawthorn Portfolio Acquisition and related financing, Mortgage Loan Refinancing, and Additional Financing for the period from March 27, 2015 through March 31, 2015;

1

accordingly, pro forma adjustments in the unaudited pro forma combined statement of operations for the three months ended March 31, 2015 are only for the period from January 1, 2015 through March 26, 2015.

The attached unaudited pro forma combined financial information is provided for informational purposes only. The unaudited pro forma combined statements of operations do not purport to represent what New Senior’s results of operations would have been had such transactions been consummated on the date indicated, nor do they represent our results of operations for any future date or period.

2

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

March 31, 2015

(dollars in thousands, except share data)

	Historical			Common Stock Issuance			Timber Portfolio Acquisition and related financing			Pro Forma
Assets
Real estate investments:
Land	$	170,690		$	—		$	40,312	(A)	$	211,002
Buildings, improvements and other		1,907,393			—			531,915	(A)		2,439,308
Accumulated depreciation		(70,391	)		—			—			(70,391	)
Net real estate property		2,007,692			—			572,227			2,579,919
Acquired lease and other intangible assets		239,557			—			67,773	(A)		307,330
Accumulated amortization		(95,811	)		—			—			(95,811	)
Net real estate intangibles		143,746			—			67,773			211,519
Net real estate investments		2,151,438			—			640,000			2,791,438
Cash and cash equivalents		107,090			266,147	(J)		(198,000	)(C)(D)		175,237
Receivables and other assets, net		69,208			—			—			69,208
Total Assets	$	2,327,736		$	266,147		$	442,000		$	3,035,883
Liabilities and Equity
Liabilities
Mortgage notes payable, net	$	1,614,759		$	—		$	445,000	(C)	$	2,059,759
Due to affiliates		9,924			—			—			9,924
Dividends payable		—			—			—			—
Accrued expenses and other liabilities		75,753			—			—			75,753
Total Liabilities	$	1,700,436		$	—		$	445,000		$	2,145,436
Commitments and contingencies
Equity
Preferred stock $0.01 par value, 100,000,000 shares authorized and none outstanding	$	—		$	—		$	—		$	—
Common stock $0.01 par value, 2,000,000,000 shares authorized on a historical and pro forma basis, 66,415,415 shares issued and outstanding on a historical basis, 83,915,415 shares issued and outstanding on a pro forma basis		664			175	(J)		—			839
Additional paid-in capital		672,604			265,972	(J)		—			938,576
Accumulated deficit		(45,968	)		—			(3,000	)(D)		(48,968	)
Total Equity	$	627,300		$	266,147		$	(3,000	)	$	890,447
Total Liabilities and Equity	$	2,327,736		$	266,147		$	442,000		$	3,035,883

See notes to unaudited pro forma combined financial information.

3

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

Three Months Ended March 31, 2015

(dollars in thousands, except share and per share data)

	Historical			Timber Portfolio Acquisition and related financing			Hawthorn Portfolio Acquisition and related financing			Mortgage Loan Refinancing and Additional Financing			Other pro forma adjustments			Pro Forma
Revenues
Resident fees and services	$	47,188		$	21,030	(B)	$	14,010	(E)	$	—		$	—		$	82,228
Rental revenue		26,672			—			—			—			—			26,672
Total revenues		73,860			21,030			14,010			—			—			108,900
Expenses
Property operating expense		34,271			12,514	(B)		7,629	(E)		—			—			54,414
Depreciation and amortization		30,157			10,638	(A)		7,898	(F)		—			—			48,693
Interest expense		15,312			4,963	(C)		2,040	(G)		(974	)(I)		—			21,341
Acquisition, transaction and integration expense		3,918			—			(872	)(H)		—			—			3,046
Management fee to affiliate		3,050			—			—			—			1,034	(K)		4,084
General and administrative expense		3,409			—			—			—			—			3,409
Loss on extinguishment of debt		5,091			—			—			(5,091	)(I)		—			—
Total expenses		95,208			28,115			16,695			(6,065	)		1,034			134,987
Income (Loss) Before Income Taxes		(21,348	)		(7,085	)		(2,685	)		6,065			(1,034	)		(26,087	)
Income tax benefit		(95	)		—	(M)		—	(M)		—	(M)		—	(M)		(95	)
Net Income (Loss)	$	(21,253	)	$	(7,085	)	$	(2,685	)	$	6,065		$	(1,034	)	$	(25,992	)
Loss Per Share of Common Stock
Basic and diluted	$	(0.32	)													$	(0.31	)(L)
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted		66,415,415															83,915,415	(L)

See notes to unaudited pro forma combined financial information.

4

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

Year Ended December 31, 2014

(dollars in thousands, except share and per share data)

	Historical			Timber Portfolio Acquisition and related financing			Hawthorn Portfolio Acquisition and related financing			Mortgage Loan Refinancing and Additional Financing			Other pro forma adjustments			Pro Forma
Revenues
Resident fees and services	$	156,993		$	82,311	(B)	$	56,600	(E)	$	—		$	—		$	295,904
Rental revenue		97,992			—			—			—			—			97,992
Total revenues		254,985			82,311			56,600			—			—			393,896
Expenses
Property operating expense		112,242			49,396	(B)		31,197	(E)		—			—			192,835
Depreciation and amortization		103,279			42,552	(A)		33,451	(F)		—			—			179,282
Interest expense		57,026			19,850	(C)		8,640	(G)		(2,643	)(I)		—			82,873
Acquisition, transaction and integration expense		14,295			—			—			—			—			14,295
Management fee to affiliate		8,470			—			—			—			7,859	(K)		16,329
General and administrative expense		7,416			—			—			—			—			7,416
Other (income) expense		(1,500	)		—			—			—			—			(1,500	)
Total expenses		301,228			111,798			73,288			(2,643	)		7,859			491,530
Income (Loss) Before Income Taxes		(46,243	)		(29,487	)		(16,688	)		2,643			(7,859	)		(97,634	)
Income tax expense		160			—	(M)		—	(M)		—	(M)		—	(M)		160
Net Income (Loss)	$	(46,403	)	$	(29,487	)	$	(16,688	)	$	2,643		$	(7,859	)	$	(97,794	)
Loss Per Share of Common Stock
Basic and diluted	$	(0.70	)													$	(1.17	)(L)
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted		66,400,914															83,900,914	(L)

See notes to unaudited pro forma combined financial information.

5

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(dollars in thousands, unless otherwise noted)

Timber Portfolio Acquisition and Related Financing

(A) Reflects preliminary measurement of the fair value of the acquired assets and resulting depreciation and amortization of the buildings, building improvements, furniture, fixtures and equipment and intangible assets. The Company’s acquisition accounting for this transaction is still preliminary, and as a result, the related pro forma calculation for depreciation and amortization expense is preliminary and subject to completion. The acquired finite-lived intangible assets are being amortized over their estimated useful lives using the straight-line method. The following table summarizes the calculation of the pro forma adjustment for depreciation and amortization expense resulting from the Timber Portfolio Acquisition:

				Three months ended March 31, 2015		Year ended December 31, 2014
Asset class	Weighted average useful life (years)	Preliminary Fair Value		Recalculated depreciation and amortization		Recalculated depreciation and amortization
Real estate investments:
Land	Indefinite	$	40,312	$	—	$	—
Building	40		502,687		3,142		12,567
Building improvements	10		5,054		126		505
Furniture, fixtures & equipment	5		24,174		1,209		4,835
Amortized intangible assets:
In-place leases	2.75		67,773		6,161		24,645
Total assets acquired		$	640,000
Pro forma adjustment				$	10,638	$	42,552

(B) Reflects revenues and certain operating expenses of the Timber Portfolio for the three months ended March 31, 2015 and the year ended December 31, 2014 as adjusted for the items detailed in the footnotes below. The historical amounts were derived from the Combined Statements of Revenues and Certain Operating Expenses of the Timber Portfolio for the three months ended March 31, 2015 and the year ended December 31, 2014 included herein.

	Three months ended March 31, 2015							Year ended December 31, 2014
	Historical		Adjustments			Pro forma adjustment		Historical		Adjustments			Pro forma adjustment
Revenue:
Rent revenue	$	21,030	$	—	(i)	$	21,030	$	82,311	$	—	(i)	$	82,311
Certain operating expenses:
Facility operating expenses	$	10,581	$	—		$	10,581	$	41,821	$	—		$	41,821
Property management fee		736		316	(ii)		1,052		2,881		1,235	(ii)		4,116
Real estate taxes		881		—			881		3,459		—			3,459
Property operating expenses	$	12,198	$	316		$	12,514	$	48,161	$	1,235		$	49,396

i. Rent revenue has been classified as “Resident fees and services” to conform to the Company’s presentation.

ii. The Timber Portfolio has historically been charged a property management fee equal to 3.5% of rent revenue. Upon acquisition, the Company will enter into new property management agreements for the Timber Portfolio which provide for a property management fee equal to 5% of effective gross income. The effective gross income represents the rent revenue of the Timber Portfolio, as expected to be defined in the respective property management agreements.

The following table reflects the impact of the property management fee increase to 5% of effective gross income:

	Three Months Ended March 31, 2015			Year Ended December 31, 2014
Resident fees and services	$	21,030		$	82,311
Property management fee rate		5.00	%		5.00	%
Pro forma property management fee		1,052			4,116
Less: historical Timber Portfolio property management fee		(736	)		(2,881	)
Total adjustment to property management fee	$	316		$	1,235

6

(C) The Company expects to finance the Timber Portfolio Acquisition with $190.0 million of cash available from both the Common Stock Issuance and cash on hand, and with $450.0 million of mortgage notes. Financing costs of approximately $5.0 million are expected to be incurred with the issuance of the mortgage notes. The financing costs have been capitalized and are presented as a reduction to Mortgage notes payable, net on the unaudited pro forma combined balance sheet as a result of the Company’s adoption of Accounting Standards Update No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. For pro forma purposes, the deferred financing costs have been amortized using the effective interest method over the term of the mortgage notes in the unaudited pro forma combined statement of operations.

For purposes of this unaudited pro forma financial information the mortgage notes reflect the following principal balance and weighted average interest rate:

Principal balance	Weighted average interest rate	Fixed or variable	Maturity
$450,000	4.30%	Fixed	10 years

The following table reflects the pro forma adjustment to interest and amortization of deferred financing costs related to the mortgage notes as follows:

	Three months ended		Year ended
	March 31, 2015		December 31, 2014
Pro forma interest expense	$	4,838	$	19,350
Amortization of deferred financing costs		125		500
Pro forma adjustment to interest expense	$	4,963	$	19,850

(D) Reflects acquisition and transaction related costs of $3.0 million expected to be incurred or incurred subsequent to March 31, 2015 by the Company directly attributable to the Timber Portfolio Acquisition, which primarily consist of legal, consulting and accounting fees. Acquisition and transaction related costs of $3.0 million, financing costs of approximately $5.0 million (see note C) and $190.0 million of cash available from both the Common Stock Issuance and cash on hand (see note C) together amount to the cash and cash equivalents pro forma adjustment of $198.0 million on the unaudited pro forma combined balance sheet.

Hawthorn Portfolio Acquisition and Related Financing

(E) Reflects revenues and certain operating expenses of the Hawthorn Portfolio for the period from January 1, 2015 through March 26, 2015 and the year ended December 31, 2014 as adjusted for the items detailed in the footnotes below. The historical amounts were derived from the unaudited Statement of Revenues and Certain Operating Expenses of the Hawthorn Portfolio for the period from January 1, 2015 through March 26, 2015 (not included herein) and the audited Statement of Revenues and Certain Operating Expenses of the Hawthorn Portfolio for the year ended December 31, 2014 (included as Exhibit 99.2 of our Form 8-K filed on May 14, 2015 pursuant to Rule 3-14 of Regulation S-X), respectively.

7

	Three months ended March 31, 2015 (1)							Year ended December 31, 2014
						Pro forma							Pro forma
	Historical		Adjustments			adjustment		Historical		Adjustments			adjustment
Revenue:
Rent revenue	$	14,010	$	—	(i)	$	14,010	$	56,600	$	—	(i)	$	56,600
Certain operating expenses:
Facility operating expenses	$	6,252	$	—		$	6,252	$	25,341	$	—		$	25,341
Property management fee		490		211	(ii)		701		1,981		849	(ii)		2,830
Real estate taxes		676		—			676		3,026		—			3,026
Property operating expenses	$	7,418	$	211		$	7,629	$	30,348	$	849		$	31,197

(i) Rent revenue has been classified as “Resident fees and services” to conform to the Company’s presentation.

(ii) The Hawthorn Portfolio has historically been charged a property management fee equal to 3.5% of rent revenue. Upon acquisition, the Company entered into new property management agreements for the Hawthorn Portfolio which provide for a property management fee equal to 5% of effective gross income. The effective gross income represents the rent revenue of the Hawthorn Portfolio, as defined in the respective property management agreements.

The following table reflects the impact of the property management fee increase to 5% of effective gross income:

	Three months ended March 31, 2015 (1)			Year ended December 31, 2014
Resident fees and services	$	14,010		$	56,600
Property management fee rate		5.00	%		5.00	%
Pro forma property management fee		701			2,830
Less: historical Hawthorn Portfolio property management fee		(490	)		(1,981	)
Total adjustment to property management fee	$	211		$	849

(1) Represents the pre-acquisition period from January 1, 2015 through March 26, 2015.

8

(F) Reflects depreciation and amortization of the buildings, building improvements, furniture, fixtures and equipment and intangible assets based on our preliminary measurement of the fair value of the acquired assets. The Company’s acquisition accounting for this transaction is still preliminary, and as a result, the related pro forma calculation for depreciation and amortization expense is preliminary and subject to completion. The acquired finite-lived intangible assets are being amortized over their estimated useful lives using the straight-line method. The following table summarizes the calculation of the pro forma adjustment for depreciation and amortization expense resulting from the Hawthorn Portfolio Acquisition:

				Three months ended March 31, 2015			Year ended December 31, 2014
Asset class	Weighted average useful life (years)	Preliminary Fair Value		Recalculated depreciation and amortization			Recalculated depreciation and amortization
Real estate investments:
Land	Indefinite	$	27,737	$	—		$	—
Buildings	40		347,607		2,173			8,690
Building improvements	10		14,935		373			1,494
Furniture, fixtures & equipment	5		15,952		798			3,190
Amortized intangible assets:
In-place leases	2.75		55,212		5,019			20,077
		$	461,443		8,363			33,451
Less: historical New Senior depreciation and amortization					(465	)		—
Pro forma adjustment				$	7,898		$	33,451

(G) The Hawthorn Portfolio Acquisition was financed in part with $326.8 million of additional borrowings (see note I for further information). Financing costs of approximately $2.9 million were attributable to the financing of the Hawthorn Portfolio Acquisition.

The financing consists of the following principal balance and weighted average interest rate:

Principal balance	Weighted average interest rate	Fixed or variable	Maturity
$326,815	2.52%	Variable	7 years

The following adjustment represents the pro forma adjustment to interest and amortization of deferred financing costs related to the borrowing as follows:

	Three months ended March 31, 2015			Year ended December 31, 2014
Pro forma interest expense	$	2,056		$	8,223
Amortization of deferred financing costs		104			417
Less: historical New Senior interest expense		(120	)		—
Pro forma adjustment to interest expense	$	2,040		$	8,640

A 0.125% change in the variable interest rate would amount to a change in total annual pro forma interest expense of approximately $0.4 million.

(H) Reflects the elimination of acquisition and transaction related costs of $0.9 million incurred in the three months ended March 31, 2015 by the Company directly attributable to the Hawthorn Portfolio Acquisition, which primarily consist of legal, consulting and accounting fees.

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Mortgage Financing

(I) In March 2015, the Company obtained financing of $670.0 million (“Freddie Financing”). The Freddie Financing consists of (i) the Hawthorn Portfolio Acquisition related financing of $326.8 million (see note G); (ii) the Mortgage Loan Refinancing of $297.0 million, which replaced our existing floating and fixed rate mortgage loans; and (iii) Additional Financing of $46.2 million which is secured by our existing properties.

Approximately $8.4 million of deferred financing costs associated with the Freddie Financing were capitalized, of which $2.9 million is attributable to the Hawthorn Portfolio Acquisition and $5.5 million is attributable to the Mortgage Loan Refinancing and Additional Financing. For pro forma purposes, the deferred financing costs have been amortized using the effective interest method over the respective terms of the financing facilities.

The Mortgage Loan Refinancing and Additional Financing, collectively, consist of the following principal balance and weighted average interest rate:

Principal balance	Weighted average interest rate	Fixed or variable	Maturity
$343,185	2.52%	Variable	7 years

The following table summarizes the adjustments in the unaudited pro forma combined statements of operations to reflect the adjustments to interest expense related to the Mortgage Loan Refinancing and Additional Financing:

	Three months ended March 31, 2015			Year ended December 31, 2014
Pro forma interest expense	$	2,159		$	8,635
Amortization of deferred financing costs		198			791
Less: historical New Senior interest expense		(3,331	)		(12,069	)
Pro forma adjustment to interest expense	$	(974	)	$	(2,643	)

A 0.125% change in the variable interest rate would amount to a change in total annual pro forma interest expense of approximately $0.4 million.

The unaudited pro forma combined statement of operations for the three months ended March 31, 2015 also reflects the elimination of the $5.1 million loss on extinguishment of debt recorded in the unaudited historical statement of operations for the three months ended March 31, 2015, which is directly related to the Mortgage Loan Refinancing.

10

Common Stock Issuance

(J) Reflects the anticipated issuance of              shares of common stock of the Company due to its continuing impact to management fees and incentive compensation (see note K) and which for purposes of this unaudited pro forma financial information reflects the issuance of 17,500,000 shares at the closing price on June 19, 2015, which was $15.76. A significant portion of the proceeds will be used to fund the Timber Portfolio Acquisition as well as general corporate purposes. The Company expects to incur issuance costs of approximately $9.7 million. The following table summarizes the adjustments in the unaudited pro forma combined balance sheet to reflect the adjustments related to the Common Stock Issuance (in thousands, except share and per share data):

Capital raise information
Shares issued		17,500,000
Offering price per share	$	15.76
Gross proceeds	$	275,800
Less: issuance costs	$	(9,653	)
Pro forma proceeds from share issuance, net of issuance costs	$	266,147

	March 31, 2015
Balance sheet pro forma adjustments	Common Stock Issuance
Common stock $0.01 par value		175
Additional paid-in capital		265,972

Other Pro Forma Adjustments

(K) Represents the impact to management fees as a result of the Pro Forma Transactions.

	Three months ended March 31, 2015		Year ended December 31, 2014
Pro forma base management fee - spin-off adjustment (1)	$	—	$	10,332
Pro forma base management fee - Common Stock Issuance adjustment (2)		1,034		4,137
Pro forma incentive compensation (3)		—		—
Less: historical New Senior management fee (4)		—		(6,610	)
Pro forma adjustment	$	1,034	$	7,859

(1) The pro forma base management fees for the three months ended March 31, 2015 and the year ended December 31, 2014 reflect the continuing effect on management fees pursuant to the management agreement entered into between New Senior and the Manager in connection with the spin-off of New Senior from Newcastle on November 6, 2014. The amounts are based on applying the base management fee rate payable by New Senior of 1.5% to the invested capital. This pro forma adjustment reflects the base management fee as though invested capital at the spin-off date was the invested capital as of January 1, 2014.

(2) The pro forma base management fee for the three months ended March 31, 2015 and the year ended December 31, 2014 reflects the continuing effect on management fees pursuant to the management agreement entered into between New Senior and the Manager in connection with the Common Stock Issuance. The pro forma adjustment below reflects the base management fee adjustment for the Common Stock Issuance:

	Three months ended March 31, 2015		Year ended December 31, 2014
Gross equity increase due to Common Stock Issuance	$	275,800	$	275,800
Base pro forma management fee of 1.5% of share issuance		1,034		4,137
Pro forma adjustment	$	1,034	$	4,137

(3) Reflects the impact of the Common Stock Issuance, the Timber Portfolio Acquisition and related financing, the Hawthorn Portfolio Acquisition and related financing, the Mortgage Loan Refinancing and Additional Financing on the pro forma incentive compensation calculation.

(4) Represents the allocated portion of management fees paid by Newcastle Investment Corp. for management services provided by the Manager during the period prior to the spin-off, pursuant to Newcastle’s management agreement with the Manager.

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(L) Pro forma basic loss per common share attributable to common stockholders has been calculated based on the number of shares assumed to be outstanding, due to its continuing impact to management fees and incentive compensation. The calculations assume that such shares were outstanding for the full period presented.

The following table presents the computation of unaudited pro forma basic and diluted loss per share attributable to common stockholders (in thousands, except share and per share data):

	Three months ended March 31, 2015			Year ended December 31, 2014
Net Income (Loss)	$	(25,992	)	$	(97,794	)
Shares		83,915,415			83,900,914
Loss per share of common stock, basic and diluted	$	(0.31	)	$	(1.17	)

Shares utilized in the calculation of pro forma basic and diluted loss per share attributable to common stockholders are as follows:

	Three months ended March 31, 2015		Year ended December 31, 2014
Weighted-average shares outstanding, basic & diluted - historical shares		66,415,415		66,400,914
Weighted-average shares outstanding, basic & diluted - additional shares issued (see note J) (1)		17,500,000		17,500,000
Pro forma weighted-average shares outstanding, basic & diluted		83,915,415		83,900,914

(1) The Company expects to issue 10% of the number of shares issued in the offering, as options to the Manager pursuant to the management agreement in connection with the Common Stock Issuance. However, this issuance of options does not impact the pro forma diluted loss per share calculations, as their effect would have been anti-dilutive.

(M) New Senior has been operating so as to qualify as a REIT for U.S. federal and state income tax purposes. Therefore, certain activities including the Timber Portfolio Acquisition and related financing, the Hawthorn Portfolio Acquisition and related financing, the Mortgage Loan Refinancing and Additional Financing would not be subject to income tax. Accordingly, no adjustment to pro forma income tax expense has been reflected in the unaudited pro forma combined statements of operations.

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EX-99.2

Exhibit 99.2

Independent Auditors’ Report

The Partners

Harvest Facility Holdings LP

We have audited the accompanying combined Statement of Revenues and Certain Operating Expenses (the “Statement”) of The Timber Portfolio (the “Portfolio”) for the year ended December 31, 2014.

Management’s Responsibility for the Financial Statement

Management is responsible for the preparation and fair presentation of the Statement in accordance with U.S. generally accepted accounting principles; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the Statement that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Statement based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Statement. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatements of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statement.

We believe that our audit provides a reasonable basis for our opinion.

Opinion

In our opinion, the Statement referred to above presents fairly, in all material respects, the combined revenues and certain operating expenses described in Footnote 1 of the Portfolio for the year ended December 31, 2014 in conformity with U.S. generally accepted accounting principles.

Basis of Accounting

As described in Footnote 1 to the combined financial statement, the Statement has been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of New Senior Investment Group Inc., and are not intended to be a complete presentation of the Portfolio’s combined revenues and expenses. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Chicago, Illinois

June 22, 2015

The Timber Portfolio

Combined Statements of Revenues and Certain Operating Expenses

(In thousands)

	Three Months Ended March 31, 2015		Year Ended December 31, 2014
	(unaudited)
Revenue
Rent revenue	$	21,030	$	82,311
Certain Operating Expenses:
Facility operating expenses		10,581		41,821
Property management fee		736		2,881
Real estate taxes		881		3,459
Revenue in excess of certain operating expenses	$	8,832	$	34,150

See accompanying notes to the combined statements of revenues and certain operating expenses

The Timber Portfolio

Combined Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (Unaudited) and the Year Ended December 31, 2014

1. Organization

The accompanying Statements of Revenues and Certain Operating Expenses (the “Statements”) include the operations of 28 independent living senior housing properties (collectively, the “Timber Portfolio”) that Harvest Facility Holdings LP expects to sell. The Timber Portfolio is 100% private pay and contains 3,298 units located across 21 states.

2. Basis of Presentation

The Statements have been prepared in accordance with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission. Accordingly, the Statements are not intended to be a complete presentation of the combined revenues and expenses of the Timber Portfolio. The Statements exclude certain expenses such as depreciation and amortization and other costs not directly related or comparable to, or expected to be incurred in, the future operations of the Timber Portfolio.

3. Summary of Significant Accounting Policies

Use of Estimates - The preparation of the accompanying Statements in conformity with U.S. generally accepted accounting principles require the use of estimates and assumptions that affect the reported amounts of revenues and expenses during the periods. Actual results could differ from these estimates and assumptions.

Revenue Recognition – Rent revenue is recorded as it becomes due as provided in the residents’ lease agreements. Residents’ agreements are generally for a term of 30 days with rent payments due monthly in advance.

Certain properties have residency agreements that require the resident to pay an upfront community fee prior to occupying the unit. These community fees are nonrefundable after a stated period (typically 90 days) and are recognized on a straight-line basis as part of rent revenue over an estimated three-year average stay of the residents in the Timber Portfolio. Community fees recognized in rent revenue totaled $0.4 million and $1.5 million for the three months ended March 31, 2015 and the year ended December 31, 2014, respectively.

Certain residency agreements provide for free rent or incentives for a stated period of time. Incentives are recognized on a straight-line basis as a reduction of rent revenue over an estimated three-year average stay of the residents in the Timber Portfolio.

The Timber Portfolio owns properties in two states that generated an aggregate of approximately 24% of rent revenue for the three months ended March 31, 2015 and the year ended December 31, 2014, and each generated more than 10% of the rent revenue. The percentage of rent revenue for the two states is summarized below:

California	13	%
Florida	11	%

4. Property Management

The Timber Portfolio is currently operated by Holiday AL Holdings LP (“Holiday”), which is owned by private equity funds managed by an affiliate of Fortress Investment Group LLC. The Timber Portfolio is charged a management fee equal to 3.5% of rent revenue covering employee and other overhead costs attributable to managing the Timber Portfolio.

The Timber Portfolio

Combined Statements of Revenues and Certain Operating Expenses

For the Three Months Ended March 31, 2015 (Unaudited) and the Year Ended December 31, 2014

Harvest Facility Holdings LP expects to sell the Timber Portfolio and Holiday expects to continue to operate the Timber Portfolio under new property management agreements. The terms and management fee rates of the new property management agreements may be different from the existing property management agreement.

5. Subsequent Events

In preparation of the accompanying Statements, the Timber Portfolio has been evaluated for events and transactions occurring after June 22, 2015, the date the Statements were available to be issued, and no events have occurred that require additional disclosure.

EX-99.3

Contact:

David Smith

212-479-3140

NEW SENIOR ANNOUNCES AGREEMENT TO ACQUIRE $640 MILLION

OF HIGH QUALITY SENIOR HOUSING ASSETS

NEW YORK — June 22, 2015 — New Senior Investment Group Inc. (“New Senior” or the “Company”) (NYSE: SNR) announced today it has entered into an agreement to acquire a 28-property portfolio of private pay, independent living senior housing properties (the “Portfolio”) from affiliates of Holiday Retirement (“Holiday”) for approximately $640 million. The Company expects to invest approximately $190 million of equity and incur approximately $450 million of debt to acquire the Portfolio.

The Portfolio is 100% private pay and contains 3,298 independent living units located across 21 states and had an average occupancy rate of 88% as of May 2015. The Portfolio is currently operated by Holiday, and the Company expects Holiday will continue to operate the Portfolio following the closing of the acquisition under new property management agreements. The Company expects the Portfolio to generate an initial cash net operating income (“NOI”) yield (after property management fees) of approximately 6.4%.

“We are excited to add 28 independent living properties to our portfolio through this accretive acquisition. This transaction further increases our industry-leading private pay senior housing NOI exposure to 91% of our portfolio,” New Senior Chief Executive Officer Susan Givens said.

Upon closing of the acquisition, the Company’s portfolio will include 152 properties with approximately 18,900 beds across 37 states.

Strategic Benefits of the Acquisition

• Increased and Industry-Leading Private Pay Senior Housing NOI: Upon closing, the Company expects NOI from private pay independent living and assisted living / memory care communities to increase to approximately 91%, the highest among the publicly-traded healthcare REITs. New Senior’s portfolio will be attractively balanced between business models, with its managed portfolio expected to account for approximately 51% of NOI and its triple-net leased portfolio expected to account for approximately 49% of NOI following the acquisition.

• High-Quality Portfolio with an Attractive Yield and Growth Potential: The Portfolio has strong occupancy of 88%. Furthermore, the Portfolio generated strong NOI margins (after property management fees) of approximately 40% for the first quarter of 2015 and is expected to generate an initial cash NOI yield of approximately 6.4%.

• Additional Geographic Diversification: The acquisition will increase the geographic diversification of the Company’s portfolio, adding five new states (AR, SD, SC, HI and IN). Following the acquisition, New Senior’s portfolio will span 37 states.

• Expanded Relationship with a Proven Best-in-Class Senior Housing Operator: The Company expects Holiday, the largest independent living operator in the U.S. with over 300 properties in 43 states, to continue to manage the properties after the closing of the acquisition, which should allow for a seamless transition in the property operations. The terms of the management agreement will include a base management fee along with an incentive fee to align the interests of Holiday and New Senior in driving performance and growth. Holiday is majority owned by private equity funds managed by an affiliate of the Company’s manager.

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• Accretive Transaction: The Company expects the acquisition to be accretive to the Company’s adjusted funds from operations (“AFFO”) and normalized funds available for distribution (“Normalized FAD”).

The Company expects the closing of the acquisition to occur by the third quarter of 2015. The closing is subject to customary closing conditions, and there can be no assurance as to the timing or the occurrence of the closing.

The transaction was unanimously approved by a committee of the Company’s Board of Directors composed of the Company’s independent directors (the “Transaction Committee”), with Greenhill & Co., LLC acting as the Transaction Committee’s financial advisor and Davis Polk & Wardell LLP acting as its legal advisor. Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisor to Holiday.

ABOUT NEW SENIOR

New Senior is a real estate investment trust focused on investing in senior housing properties across the United States. The Company is one of the largest owners of senior housing properties and currently owns 124 properties in 32 states. New Senior is managed by an affiliate of Fortress Investment Group LLC, a global investment management firm. More information about New Senior can be found at www.newseniorinv.com.

FORWARD-LOOKING STATEMENTS

Certain items in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the amount of the expected debt and equity investment, the Portfolio’s expected an initial cash NOI yield, which represents the expected cash NOI from the Portfolio for a full year period divided by the purchase price for the Portfolio, the Company’s expected NOI from private pay independent living and assisted living / memory care communities and the expected balance between managed and triple-net leased properties, the expectation that Holiday will continue to manage the properties after the closing of the acquisition, the expectation that the acquisition will be accretive to AFFO and normalized FAD or at all, the expectation that the Company will complete the acquisition of the Portfolio and the expected closing date of the acquisition. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond our control. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which are available on the Company’s website (www.newseniorinv.com). Factors which could have a material adverse effect on the Company’s operations and future prospects include, but are not limited to, various risks relating to the acquisition and the inability to obtain, or delays in obtaining the benefits from the acquisition. In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

2

EX-99.4

Exhibit 99.4

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

TABLE OF CONTENTS

		Page
PART II
Item 6.	Selected Financial Data		2
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		5
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		27
Item 8.	Financial Statements and Supplementary Data		29

PART II

ITEM 6. SELECTED FINANCIAL DATA

The Company’s initial acquisition of senior care facilities on July 18, 2012 was accounted for as a business combination which gave rise to a new basis of accounting. Activities prior to and including July 17, 2012 are referred to as the “Predecessor” period and are prepared on a combined basis. Activities on and after July 18, 2012 are referred to as the “Successor” period and are prepared on a consolidated basis. The financial data as of and for the years ended December 31, 2014 (audited), December 31, 2013 (audited), the period from July 18, 2012 to December 31, 2012 (audited) and the period from January 1, 2012 to July 17, 2012 (audited) has been derived from our audited financial statements for those dates and periods included elsewhere in this Form 10-K. The financial data as of December 31, 2012 (audited) and the financial data as of and for the years ended December 31, 2011 (audited) and December 31, 2010 (unaudited) has been derived from our historical Consolidated and Combined Financial Statements that are not included in this Form 10-K. The selected financial data provided below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical Consolidated and Combined Financial Statements and related notes.

As described in Note 2 of our Consolidated Financial Statements included in this filing, we applied acquisition accounting as of July 18, 2012 in connection with the acquisition of the initial portfolio of senior housing properties by Newcastle. As a result, the financial data for the Successor periods is not comparable to that of our Predecessor.

Operating results for the periods presented are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2015 or for any future period. The impact of acquisitions, change in the Management Agreement and other changes due to the spin-off are discussed in greater detail within the “Consolidated Financial Information” section of this filing. The data should be read in conjunction with the Consolidated and Combined Financial Statements, related notes and other financial information included herein.

2

Operating Data

(dollars in thousands, except share data)
	Successor									Predecessor
	For the Year Ended December 31,						For the Period from July 18, 2012 to December 31, 2012			For the Period from January 1, 2012 to July 17, 2012		For the Year Ended December 31,
	2014			2013								2011		2010
														(Unaudited)
Revenues
Resident fees and services	$	156,993		$	83,218		$	18,000		$	19,680	$	36,419	$	34,570
Rental revenue		97,992			1,918			—			—		—		—
Total revenues		254,985			85,136			18,000			19,680		36,419		34,570
Expenses
Property operating expense		112,242			59,726			13,011			13,778		25,512		25,050
Depreciation and amortization		103,279			26,933			5,784			1,203		2,418		2,580
Interest expense		57,026			10,589			1,767			2,534		—		—
Acquisition, transaction and integration expense		14,295			13,294			6,037			—		4,699		4,767
Management fee to affiliate		8,470			1,796			464			—		—		—
General and administrative expense		7,416			2,188			274			20		16		31
Other (income) expense		(1,500	)		—			—			—		—		—
Total expenses		301,228			114,526			27,337			17,535		32,645		32,428
Income (loss) before income taxes		(46,243	)		(29,390	)		(9,337	)		2,145		3,774		2,142
Income tax expense		160			656			150			—		—		—
Net income (loss)	$	(46,403	)	$	(30,046	)	$	(9,487	)	$	2,145	$	3,774	$	2,142
Income (loss) per share of common stock, basic and diluted	$	(0.70	)	$	(0.45	)	$	(0.14	)	$	0.03	$	0.06	$	0.03
Weighted average number of shares of common stock outstanding, basic and diluted		66,400,914			66,399,857			66,399,857			66,399,857		66,399,857		66,399,857
Dividends declared per share of common stock	$	0.23		$	—		$	—		$	—	$	—	$	—

Cash Flow Data

(dollars in thousands)	Successor									Predecessor
	For the Year Ended December 31,						For the Period from July 18, 2012 to December 31, 2012			For the Period from January 1, 2012 to July 17, 2012			For the Year Ended December 31,
	2014			2013									2011			2010
																(Unaudited)
Net cash provided by (used in)
Operating activities	$	46,611		$	42,532		$	(1,486	)	$	3,076		$	6,973		$	4,861
Investing activities		(331,858	)		(1,253,174	)		(44,411	)		(251	)		(1,092	)		(1,129	)
Financing activities	$	481,231		$	1,231,315		$	55,617		$	(2,955	)	$	(6,331	)	$	(3,506	)

3

Balance Sheet Data

(dollars in thousands)	Successor						Predecessor
	As of December 31						As of December 31
	2014		2013		2012		2011			2010
										(Unaudited)
Total assets	$	1,966,159	$	1,507,616	$	194,080	$	46,124		$	48,269
Total mortgage notes payable, net		1,223,224		1,035,193		118,275		69,810			71,387
Total liabilities		1,317,623		1,099,781		124,376		73,309			74,641
Total equity	$	648,536	$	407,835	$	69,704	$	(27,185	)	$	(26,372	)

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of New Senior. The following should be read in conjunction with the Consolidated Financial Statements and notes thereto included in Item 8 within this Annual Report on Form 10-K. This discussion contains forward-looking statements that are subject to known and unknown risks and uncertainties. Actual results and the timing of events may differ significantly from those expressed or implied in such forward-looking statements due to a number of factors, including those included in Part I. Item 1A. “Risk Factors” of this Annual Report on Form 10-K.

OVERVIEW

Our Business

We invest in a diversified portfolio of senior housing properties across 27 states in the United States. We were formed as Newcastle Senior Living Holdings LLC, a Delaware limited liability company, in 2012. We converted to a Delaware corporation on May 30, 2014 and changed our name to New Senior Investment Group Inc. on June 16, 2014.

On November 6, 2014, our spin-off was completed with the distribution of all of our outstanding shares to the holders of Newcastle common stock. Newcastle was our sole stockholder until the spin-off. Following the spin-off, we are a separate publicly traded REIT primarily focused on investing in senior housing properties and listed on the NYSE under the symbol “SNR.” We are headquartered in New York, New York.

We conduct our business through two reportable segments: Managed Properties and Triple Net Lease Properties. See our Consolidated Financial Statements and the related notes, including “Note 1. Organization,” included in Part II, Item 8 of this Annual Report on Form 10-K.

We are externally managed by the Manager and advised by Fortress on various aspects of our business and our operations, subject to the supervision of our board of directors. For its services, the Manager is entitled to an annual management fee and incentive compensation, both as defined in, and in accordance with the terms of, the Management Agreement.

Acquisitions

For a discussion of acquisitions made in the current year, See Part I, Item 1- “Business—Acquired Properties” of this Annual Report on Form 10-K.

We intend to continue to acquire senior housing properties for both our Managed Properties and Triple Net Lease Properties segments.

MARKET CONSIDERATIONS

We invest in assets that generate significant cash flows and have the potential for meaningful capital appreciation. We seek to employ a conservative capital structure to generate attractive risk adjusted returns throughout different business cycles and interest rate environments. We take an active approach centered around identifying and executing on opportunities, responding to the changing market environment, and managing our investment portfolio to enhance returns. Specifically:

• we expect projected changes in demographics to drive increased demand for senior housing, creating favorable supply-demand fundamentals;

• targeting smaller portfolios enables us to reduce competition with other active REIT buyers of large portfolios; and

• capitalizing on the experience of our Manager in the senior housing industry, we expect to generate growth in property-level net operating income when operational and structural efficiencies are achieved.

5

We made eight acquisitions of senior housing portfolios comprised of 16 properties during the year ended December 31, 2014. We continue to explore opportunities to invest in additional senior housing properties across the United States. While we generally target small portfolios, we have invested in large portfolios that we believe offer attractive risk-adjusted returns.

Our senior housing acquisitions have been financed with a combination of fixed and floating rate debt. Rising interest rates would increase the cost of our floating rate financing and negatively impact the returns on our senior housing investments.

6

RESULTS OF OPERATIONS

Comparability of Information

We have a limited operating history as we acquired our first portfolio of senior housing properties in July 2012. Prior to November 7, 2014 we were not operating as a separate, standalone entity, and our results of operations were prepared on a spin-off basis from the Consolidated Financial Statements and accounting records of Newcastle and reflected Newcastle’s basis in the acquired properties. Management believes that the assumptions and methods of allocation used in our results of operations are reasonable.

Segment Overview

We evaluate our business operations and allocate resources based on two segments: (i) Managed Properties and (ii) Triple Net Lease Properties. Under our Managed Properties segment, we operate 43 properties under property management agreements with the Property Managers. Under our Triple Net Lease Properties segment, we lease 57 of our properties under three triple net master leases.

We evaluate performance of these reportable business segments based on segment net operating income (“NOI”). We consider NOI as an important supplemental measure used to evaluate the operating performance of our segments because it allows investors, analysts and our management to assess our unleveraged property-level operating results and to compare our operating results with other real estate companies, and between periods on a consistent basis. We define NOI as total revenue less property operating expense.

Our Managed Properties segment operates various types of senior housing properties and provides our customers with a broad range of services that management believes are integral to the success and growth of this segment. Our Triple Net Lease Properties segment leases senior housing properties on a long-term basis whereby we do not manage the underlying operations, as our tenants are typically responsible for bearing operating costs including maintenance, utilities, taxes, insurance, repairs and capital improvements. Thus, resident fees and services, property operating expense, general and administrative expense, other income and expense and income tax expense are not relevant to the Triple Net Lease Properties segment. Because of such differences in the nature of the segments’ activities, each segment requires a different type of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, our chief operating decision maker regularly evaluates the performance of our reportable segments on the basis of NOI.

7

Year ended December 31, 2014 compared to the year ended December 31, 2013

The following table sets forth our historical results of operations for the years ended December 31, 2014 and December 31, 2013, derived from our audited Consolidated Financial Statements included elsewhere in this Form 10-K.

(dollars in thousands)	Year Ended December 31, 2014						Year Ended December 31, 2013
	Amount			Percent of Revenues			Amount			Percent of Revenues
Revenues
Resident fees and services	$	156,993			61.6	%	$	83,218			97.7	%
Rental revenue		97,992			38.4	%		1,918			2.3	%
Total revenues		254,985			100.0	%		85,136			100.0	%
Expenses
Property operating expense		112,242			44.0	%		59,726			70.2	%
Depreciation and amortization		103,279			40.5	%		26,933			31.6	%
Interest expense		57,026			22.4	%		10,589			12.4	%
Acquisition, transaction and integration expense		14,295			5.6	%		13,294			15.6	%
Management fee to affiliate		8,470			3.3	%		1,796			2.1	%
General and administrative expense		7,416			2.9	%		2,188			2.6	%
Other (income) expense		(1,500	)		(0.6	)%		—			0.0	%
Total expenses		301,228			118.1	%		114,526			134.5	%
Loss before income taxes		(46,243	)		(18.1	)%		(29,390	)		(34.5	)%
Income tax expense		160			0.1	%		656			0.8	%
Net loss	$	(46,403	)		(18.2	)%	$	(30,046	)		(35.3	)%

The operating results shown above include both the Managed Properties and Triple Net Lease Properties segments. Our initial Triple Net Lease Properties were acquired in December 2013. As these properties were acquired in December 2013, they had a negligible impact on operating results for the year ended December 31, 2013. A significant portion of the changes in revenues and expenses between the years ended December 31, 2014 and December 31, 2013 are a direct result of owning the 51 Triple Net Lease Properties that were acquired in December 2013 for the full year ended December 31, 2014.

The following table provides a comparison of the results of operations of our segments for the years ended December 31, 2014 and December 31, 2013:

(dollars in thousands)	Year Ended December 31, 2014					Year Ended December 31, 2013
	Amount		Percent of Revenues			Amount		Percent of Revenues
Managed Properties
Resident fees and services	$	156,993		100.0	%	$	83,218		100.0	%
Property operating expense		112,242		71.5	%		59,726		71.8	%
Segment NOI for Managed Properties		44,751		28.5	%		23,492		28.2	%
Triple Net Lease Properties
Rental revenue		97,992		100.0	%		1,918		100.0	%
Segment NOI for Triple Net Lease Properties	$	97,992		100.0	%	$	1,918		100.0	%

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The following table provides the reconciliation of our segment NOI to net loss, and compares the results of operations for the years ended December 31, 2014 and December 31, 2013:

(dollars in thousands)	Year Ended December 31, 2014						Year Ended December 31, 2013
	Amount			Percent of Revenues			Amount			Percent of Revenues
Total revenue	$	254,985			100.0	%	$	85,136			100.0	%
Segment NOI for Managed Properties		44,751			17.6	%		23,492			27.6	%
Segment NOI for Triple Net Lease Properties		97,992			38.4	%		1,918			2.3	%
Total Segment NOI		142,743			56.0	%		25,410			29.9	%
Expenses
Depreciation and amortization		103,279			40.5	%		26,933			31.6	%
Interest expense		57,026			22.4	%		10,589			12.4	%
Acquisition, transaction and integration expense		14,295			5.6	%		13,294			15.6	%
Management fee to affiliate		8,470			3.3	%		1,796			2.1	%
General and administrative expense		7,416			2.9	%		2,188			2.6	%
Other (income) expense		(1,500	)		(0.6	)%		—			—
Income tax expense		160			0.1	%		656			0.8	%
Net loss	$	(46,403	)		(18.2	)%	$	(30,046	)		(35.3	)%

Managed Properties

During 2014, we acquired 10 senior housing properties in seven different portfolios bringing the total number of Managed Properties to 43 as of December 31, 2014. We accounted for each acquisition under the acquisition method, whereby all assets acquired and liabilities assumed are recognized at their acquisition-date fair value with acquisition-related costs being expensed as incurred. The results of operations from the acquisitions are reflected in our Consolidated Financial Statements from the date of respective acquisition.

	As of and for the Year Ended December 31,
	2014			2013
Total properties		43			33
Total beds		5,362			4,453
Average occupancy rate		83.6	%		82.5	%

Same store information, as used herein, is defined as information for 12 properties owned for the entirety of comparable periods. The following table presents Same Store Segment NOI, Segment NOI for non-Same Store properties and Total Segment NOI for the years ended December 31, 2014 and December 31, 2013:

(dollars in thousands)	Year Ended December 31,						Increase (Decrease)
	2014			2013			Amount			Percentage
Managed Properties
Resident fees and services	$	58,759		$	53,967		$	4,792			8.9	%
Property operating expense		(39,685	)		(37,749	)		(1,936	)		5.1	%
Same Store Segment NOI		19,074			16,218			2,856			17.6	%
Segment NOI for non-Same Store properties		25,677			7,274			NM			NM
Total Segment NOI	$	44,751		$	23,492			NM			NM

NM – Not meaningful

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Resident fees and services

Resident fees and services represent residents’ monthly rental and care fees. Revenue from resident fees and services for the years ended December 31, 2014 and December 31, 2013 was $157.0 million and $83.2 million, respectively. For the year ended December 31, 2014, resident fees and services include revenues derived from the additional ten properties that were acquired after December 31, 2013 and have been part of operations since their acquisition date. This series of acquisitions increased the total number of beds by 909 to bring the total bed count to 5,362 for the Managed Properties segment at December 31, 2014. Average occupancy rates for the years ended December 31, 2014 and December 31, 2013 were 83.6% and 82.5%, respectively.

Same store resident fees and services increased by $4.8 million to $58.8 million for the year ended December 31, 2014 from $54.0 million for the year ended December 31, 2013. This increase was driven by an increase in rental rates, offset by a 0.7% decrease in average occupancy rates on a same store basis from 83.5% as of December 31, 2013 to 82.8% as of December 31, 2014.

Property operating expense

Property operating expense for the years ended December 31, 2014 and December 31, 2013 were $112.2 million and $59.7 million, respectively. The increase was primarily due to increases in labor, food, utilities, marketing and other costs as a result of the additional properties that were acquired after December 31, 2013 and have been part of our operations since their respective acquisition dates. Property operating expense as a percent of segment revenues decreased to 71.5% for the year ended December 31, 2014 from 71.8% for the year ended December 31, 2013.

Property operating expense include property management fee and travel reimbursements paid to Property Managers of $9.7 million and $5.2 million for the years ended December 31, 2014 and December 31, 2013, respectively. With the exception of the addition of JEA as a Property Manager, there have been no changes to the basis by which property management fees are paid to the Property Managers.

Same store property operating expense increased by $1.9 million to $39.7 million from $37.8 million for the years ended December 31, 2014 and December 31, 2013, respectively, primarily due to an increase in labor costs.

Segment NOI for Managed Properties

Segment NOI for Managed Properties was $44.8 million and $23.5 million, or as a percent of resident fees and services, 28.5% and 28.2%, for the years ended December 31, 2014 and December 31, 2013, respectively. The increase in segment NOI was primarily due to the increase in resident fees and services, as explained above, and reflects the impact of the ten senior housing property acquisitions since December 31, 2013.

Same Store Segment NOI for the Managed Properties segment increased by $2.9 million, to $19.1 million for the year ended December 31, 2014 from $16.2 million for the year ended December 31, 2013, due to proportionally larger increases in rental rates when compared to increases in labor costs.

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Triple Net Lease Properties

Rental revenue and Segment NOI for Triple Net Lease Properties

Segment NOI for Triple Net Lease Properties was $98.0 million and $1.9 million for the years ended December 31, 2014 and December 31, 2013, respectively. The Holiday Portfolios, our initial Triple Net Lease Properties, were acquired in December 2013. Therefore, a significant portion of the increase in revenues between the year ended December 31, 2014 and December 31, 2013 is a direct result of the 51 Triple Net Lease Properties that were acquired in December 2013. As a percentage of rental revenue, segment NOI was 100% of revenue for each fiscal year as the lessee operates the property and bears the related costs, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees.

Expenses

Depreciation and amortization

Depreciation and amortization expense was $103.3 million and $26.9 million for the years ended December 31, 2014 and December 31, 2013, respectively. The increase was primarily the result of depreciation and amortization related to the Holiday Portfolios that were acquired in December 2013. In addition, 16 additional properties were acquired in our Managed Proprieties and Triple Net Lease segments after December 31, 2013 and have been part of our operations since their respective acquisition dates.

Interest expense

Interest expense was $57.0 million and $10.6 million for the years ended December 31, 2014 and December 31, 2013, respectively. The increase was primarily the result of additional interest expense related to the Holiday Portfolios that were acquired in December 2013. In addition, we incurred an additional $195.1 million in debt since December 31, 2013 and repaid $13.7 million of mortgage notes payable. The net increase in mortgage notes payable, related to the acquisition of 16 properties since December 31, 2013, resulted in increased interest expense.

The weighted average effective interest rate for the years ended December 31, 2014 and December 31, 2013 was 5.00% and 4.15%, respectively.

Acquisition, transaction and integration expense

Acquisition, transaction and integration expense for the years ended December 31, 2014 and December 31, 2013 was $14.3 million and $13.3 million, respectively. Acquisition and transaction expenses included costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuations and other professional or consulting fees and spin-off related costs. Integration expenses include costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training. Acquisition, transaction and integration expense includes $9.3 million and $1.7 million of spin-off related costs and $0.4 million and $0.7 million of integration costs for the years ended December 31, 2014 and December 31, 2013, respectively.

Management fee to affiliate

Management fee to affiliate expense was $8.5 million and $1.8 million for the years ended December 31, 2014 and December 31, 2013, respectively.

Subsequent to the spin-off, we are party to a management agreement with the Manager, and management fee to affiliate expense for the period from November 7, 2014 to December 31, 2014 was $1.9 million. We pay a management fee equal to 1.5% per annum of our gross equity, which is generally the equity invested by Newcastle as of the distribution date, plus certain

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adjustments as defined in the agreement with the Manager. The Manager is also entitled to receive, on a quarterly basis, incentive compensation. Prior to the spin-off, Newcastle was party to a management agreement with the Manager, and, as a subsidiary of Newcastle, we were allocated a portion of the relevant management fee calculated as 1.5% of daily gross equity, as defined in the management agreement.

General and administrative expense

General and administrative expense for the years ended December 31, 2014 and December 31, 2013 was $7.4 million and $2.2 million, respectively. The increase was primarily driven by growth in the portfolio, coupled with expenses associated with the implementation of Sarbanes-Oxley compliant accounting policies and procedures as part of becoming a standalone public company.

Other (income) expense

We recognized $1.5 million in other income for the year ended December 31, 2014 related to the change in fair value of contingent consideration attributable to a portfolio of senior housing facilities acquired in 2013.

Income tax expense

We have been operating so as to qualify as a REIT under the requirements of the Code. However, certain of our activities are conducted through our TRS and therefore are subject to federal and state income taxes. During the years ended December 31, 2014 and December 31, 2013, our TRS recorded approximately $0.2 million and $0.7 million in income tax expense, respectively.

12

Year ended December 31, 2013 compared to the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012

The following table sets forth our historical results of operations for the year ended December 31, 2013, the period from July 18, 2012 to December 31, 2012, and the period from January 1 to July 17, 2012, derived from our audited Consolidated Financial Statements included elsewhere in this Form 10-K.

	Successor												Predecessor
(dollars in thousands)	Year Ended December 31, 2013						July 18, 2012 to December 31, 2012						January 1, 2012 to July 17, 2012
	Amount			Percent of Revenues			Amount			Percent of Revenues			Amount		Percent of Revenues
Revenues
Resident fees and services	$	83,218			97.7	%	$	18,000			100.0	%	$	19,680		100.0	%
Rental revenue		1,918			2.3	%		—			—			—		—
Total revenues		85,136			100.0	%		18,000			100.0	%		19,680		100.0	%
Expenses
Property operating expense		59,726			70.2	%		13,011			72.3	%		13,778		70.0	%
Depreciation and amortization		26,933			31.6	%		5,784			32.1	%		1,203		6.1	%
Interest expense		10,589			12.4	%		1,767			9.8	%		2,534		12.9	%
Acquisition, transaction and integration expense		13,294			15.6	%		6,037			33.5	%		—		—
Management fee to affiliate		1,796			2.1	%		464			2.6	%		—		—
General and administrative expense		2,188			2.6	%		274			1.5	%		20		0.1	%
Total expenses		114,526			134.5	%		27,337			151.8	%		17,535		89.1	%
Loss before income taxes		(29,390	)		(34.5	)%		(9,337	)		(51.8	)%		2,145		10.9	%
Income tax expense		656			0.8	%		150			0.8	%		—		—
Net loss	$	(30,046	)		(35.3	)%	$	(9,487	)		(52.6	)%	$	2,145		10.9	%

While the operating results shown above include both the Managed Properties and Triple Net Lease Properties segments, our initial Triple Net Lease Properties were acquired in December 2013. Thus, the overall results for the year ended December 31, 2013, the period from July 18, 2012 to December 31, 2012, and the period from January 1,2012 to July 17, 2012 are primarily those of the Managed Properties segment. In addition, a significant portion of the changes in revenues and expenses between the years ended December 31, 2013 and December 31, 2012 are a direct result of the series of acquisitions completed in the fourth calendar quarter of 2012 and in 2013, which increased the total number of properties owned from 12 as of December 31, 2012 to 84 as of December 31, 2013.

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The following table provides a comparison of the results of operations of our segments for the year ended December 31, 2013, the period from July 18, 2012 to December 31, 2012 and the period from January 1, 2012 to July 17, 2012:

	Successor										Predecessor
(dollars in thousands)	Year Ended December 31, 2013					July 18, 2012 to December 31, 2012					January 1, 2012 to July 17, 2012
	Amount		Percent of Revenues			Amount		Percent of Revenues			Amount		Percent of Revenues
Managed Properties
Resident fees and services	$	83,218		100.0	%	$	18,000		100.0	%	$	19,680		100.0	%
Property operating expense		59,726		71.8	%		13,011		72.3	%		13,778		70.0	%
Segment NOI for Managed Properties		23,492		28.2	%		4,989		27.7	%		5,902		30.0	%
Triple Net Lease Properties
Rental revenue		1,918		100.0	%		—		—			—		—
Segment NOI for Triple Net Lease Properties	$	1,918		100.0	%		—		—			—		—

The following table provides the reconciliation of our segment NOI to net loss, and compares the results of operations for the year ended December 31, 2013, the period from July 18, 2012 to December 31, 2012, and period from January 1, 2012 to July 17, 2012:

	Successor												Predecessor
(dollars in thousands)	Year Ended December 31, 2013						July 18, 2012 to December 31, 2012						January 1, 2012 to July 17, 2012
	Amount			Percent of Revenues			Amount			Percent of Revenues			Amount		Percent of Revenues
Total revenue	$	85,136			100.0	%	$	18,000			100.0	%	$	19,680		100.0	%
Segment NOI for Managed Properties		23,492			27.6	%		4,989			27.7	%		5,902		30.0	%
Segment NOI for Triple Net Lease Properties		1,918			2.3	%		—			—			—		—
Total Segment NOI		25,410			29.8	%		4,989			27.7	%		5,902		30.0	%
Expenses
Depreciation and amortization		26,933			31.6	%		5,784			32.1	%		1,203		6.1	%
Interest expense		10,589			12.4	%		1,767			9.8	%		2,534		12.9	%
Acquisition, transaction and integration expense		13,294			15.6	%		6,037			33.5	%		—		—
Management fee to affiliate		1,796			2.1	%		464			2.6	%		—		—
General and administrative expense		2,188			2.6	%		274			1.5	%		20		0.1	%
Income tax expense		656			0.8	%		150			0.8	%		—		—
Net loss	$	(30,046	)		(35.3	)%	$	(9,487	)		(52.6	)%	$	2,145		10.9	%

Managed Properties

During 2013, we acquired 21 senior housing properties in seven different portfolios bringing the total number of Managed Properties to 33 as of December 31, 2013. We accounted for each acquisition under the acquisition method, whereby all assets acquired and liabilities assumed are recognized at their acquisition-date fair value with acquisition-related costs being expensed as incurred. The results of operations from the acquisitions are reflected in our Consolidated Financial Statements from the date of respective acquisition.

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	As of and for the Year Ended December 31,
	2013		2012
Total properties		33		12
Total beds		4,453		1,426

Resident fees and services

Resident fees and services represent residents’ monthly rental and care fees. Revenue from resident fees and services for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012 was $83.2 million, $18.0 million and $19.7 million, respectively. Resident fees and services include revenues derived from the acquisitions of 21 senior housing facilities in 2013 and subsequent operations of such facilities. This series of acquisitions increased the total number of beds by 3,027, and brought the total bed count to 4,453 for the Managed Properties segment at December 31, 2013. Average occupancy rates for the year ended December 31, 2013 and the period July 18, 2012 to December 31, 2012 were 82.5% and 86.3%, respectively.

Property operating expense

Property operating expense for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012 was $59.7 million, $13.0 million and $13.8 million, respectively. The increase was primarily due to increases in labor, food, utilities, marketing and other costs as a result of the additional properties that were acquired and have been part of the operations. As a percentage of segment revenues, property operating expense remained fairly stable at 71.8%, 72.3% and 70.0% for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

Property operating expense includes property management fee and travel reimbursements paid to property managers of $5.2 million, $1.1 million and $1.0 million, for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively. Pursuant to our property management agreements, we pay fees equal to either (i) 5% of the property’s effective gross income (as defined in each respective agreement) or (ii) 6% of the property’s effective gross income (as defined in each respective agreement) for the first two years and 7% thereafter. The increase in dollar amount is due to additional properties acquired and managed by property managers. JEA was not a property manager in either 2013 or 2012.

Segment NOI for Managed Properties

Segment NOI for Managed Properties was $23.5 million, $5.0 million and $5.9 million, or as a percent of segment revenues was 28.2%, 27.7% and 30.0% for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively. The decrease in NOI as a percent of resident fees and services was due to increase in property operating expenses as discussed above. The dollar increase reflects the impact of the acquisitions of 33 senior housing properties since July 2012.

Triple Net Lease Properties

Rental revenue and Segment NOI for Triple Net Lease Properties

We completed the acquisition of the Holiday Portfolios in December 2013 which resulted in the creation of our Triple Net Lease Properties segment. Due to the timing of this acquisition, the results of operations for this segment have only limited results. Rental revenue was $1.9 million for the year ended December 31, 2013 and $0 in prior periods. Rental revenue is comprised of fixed lease payments from the Master Tenants and is generally not impacted by the performance of the properties. The average occupancy rate during the period of time that the Triple Net Lease Properties were held in 2013 was 89.1%. As a percentage of rental revenue, segment NOI was 100% for the year ended December 31, 2013.

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Expenses

Depreciation and amortization

As of July 18, 2012, our real estate investments were recorded at fair value as a result of the acquisition of our initial portfolio of senior housing properties. Consequently, because of the change in basis in our real estate investments, depreciation and amortization is not comparable between the Predecessor and Successor periods. We recorded $26.9 million in depreciation and amortization for the year ended December 31, 2013, $5.8 million for the period from July 18, 2012 to December 31, 2012, and $1.2 million for the period from January 1, 2012 to July 17, 2012.

Interest expense

Interest expense was $10.6 million, $1.8 million and $2.5 million for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively. Because all but one of the mortgages relating to Managed Properties acquired were refinanced, interest expense between Predecessor and Successor periods is not directly comparable.

In 2013, we incurred an additional $957.0 million and repaid $0.7 million of mortgage notes payable. The weighted average interest rate for the year ended December 31, 2013 and the period from July 18, 2012 to December 31, 2012 was 4.15% and 3.60%, respectively.

Acquisition, transaction and integration expense

Acquisition, transaction and integration expense for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012 was $13.3 million, $6.0 million and $0, respectively. Acquisition and transaction expenses included costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuations and other professional or consulting fees and spin-off related costs. Integration expenses include costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training. Acquisition, transaction and integration expense include $1.7 million for spin-off related costs during the year ended December 31, 2013. No such costs were incurred during the previous periods. The remaining increase in dollar amounts was a result of the acquisition of 21 properties in 2013, up from 12 properties during the period from July 18, 2012 to December 31, 2012. Integration costs of $0.7 million for the year ended December 31, 2013 has been reclassified from Property operating expense to Acquisition, transaction and integration expense to conform to the 2014 presentation.

Management fee to affiliate

Management fee to affiliate expense was $1.8 million, $0.5 million and $0, for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

Newcastle was party to a management agreement with the Manager during the Successor period, and as a subsidiary of Newcastle, we were allocated a portion of this management fee, calculated as 1.5% of daily gross equity, as defined. We were not party to the management agreement between the Manager and Newcastle during the Predecessor periods.

General and administrative expense

General and administrative expense for the year ended December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012 was $2.2 million, $0.3 million and $0.0 million, respectively. We acquired 21 properties in 2013 and 12 properties during the period from July 18, 2012 to December 31, 2012. The increase in general and administrative expense was a result of an increase in the number of properties being operational subsequent to respective acquisition dates.

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Income tax expense

We have been operating so as to qualify as a REIT under the requirements of the Code. However, certain of our activities are conducted through our TRS and therefore are subject to federal and state income taxes. During the year ended December 31, 2013, and the period from July 18, 2012 to December 31, 2012, our TRS recorded approximately $0.7 million and $0.2 million in income tax expense, respectively. In the Predecessor period, we were treated as a disregarded single-member limited liability entity for U.S. federal and state income tax purposes, and, consequently, were not subject to, and did not record, any income tax expense.

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OUR PORTFOLIO

See Item 1 - “Business - Our Portfolio” for a description of our portfolio of senior housing.

TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

Management Agreements

See Item 1 - “Business - Management Agreements” included in part I, Item 1 of this Annual report on Form 10-K and “Note 10. Transactions with Affiliates and Affiliated Entities,” included in part II, Item 8 of this Annual report on Form 10-K for more information on the Management Agreement.

Property Management Agreements

We are party to property management agreements for each senior housing property within the Managed Properties segment. We enter into long-term property management agreements for our managed properties with Blue Harbor, Holiday and JEA. Blue Harbor and Holiday’s property management agreements have initial ten-year terms, with successive automatic one-year renewal periods. JEA’s property management agreement has an initial five-year term, with successive automatic one-year renewal periods. Under these agreements, we pay monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, we pay management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For IL-only properties managed by Blue Harbor and Holiday, we pay management fees equal to 5% of effective gross income. We pay management fees equal to 5% of gross revenues for the property managed by JEA.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity needs are to (i) fund operating expenses, (ii) meet debt service requirements, (iii) fund recurring capital expenditures and acquisition activities and (iv) make dividend distributions. At December 31, 2014, we had approximately $226.4 million in liquidity, consisting of unrestricted cash and cash equivalents. In connection with the spin-off, Newcastle contributed cash to us in the amount of $197.0 million. Accordingly, we had approximately $245.2 million in liquidity at the spin-off date. Cash flow provided by operations constitutes a critical component of our liquidity. Essentially, our cash flow provided by operations is equal to (i) revenues received from our senior housing portfolios, less (ii) operating expenses (primarily management fees, property operating expense, professional fees, insurance and taxes), less (iii) interest on the mortgage notes payable. Net cash provided by (used in) operating activities was $46.6 million, $42.5 million, $(1.5) million, and $3.1 million for the years ended December 31, 2014 and December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

We anticipate that our cash on hand combined with our cash flows provided by operating activities will be sufficient to fund our business operations, recurring capital expenditures, debt service and distributions to our shareholders over the next twelve months. In addition, we may elect to meet certain liquidity requirements through proceeds from the sale of assets or from borrowings and/or equity and debt offerings.

These expectations are forward-looking and subject to a number of uncertainties and assumptions, which are described below under “Factors That Could Impact Our Liquidity, Capital Resources and Capital Obligations” as well as “Risk Factors.” If our expectations about our liquidity prove to be incorrect, we could be subject to a shortfall in liquidity in the future, and this shortfall may occur rapidly and with little or no notice, which would limit our ability to address the shortfall on a timely basis.

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Factors That Could Impact Our Liquidity, Capital Resources and Capital Obligations

The following factors could impact our liquidity, capital resources and capital obligations. As such, if their outcomes do not meet our expectations, changes in these factors may negatively impact liquidity:

• Access to Financing: Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with covenant terms, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto and the relative attractiveness of alternative investment or lending opportunities.

• Impact of Expected Additional Borrowings or Sales of Assets on Cash Flows: The availability and timing of and proceeds from additional borrowings may be different than expected or may not occur as expected. Proceeds from sales of assets are unpredictable and may vary materially from their estimated fair value and carrying value.

Debt Obligations

Mortgage notes related to certain senior housing properties contain various customary loan covenants, in some cases including a Debt Service Coverage Ratio and Project Yield, as defined in the agreements. We were in compliance with all of the covenants as of December 31, 2014.

See Note 8 to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K, for further information related to our non-recourse mortgage notes as of December 31, 2014.

Capital Expenditures

For our Managed Properties segment, we anticipate that capital expenditures will be funded through operating cash flows from the Managed Properties along with additional borrowings. However, our borrowing capability may be limited or restricted in certain circumstances by our existing contractual debt obligations and, therefore, limit our ability to fund capital expenditures.

With respect to our Triple Net Lease Properties segment, the terms of these arrangements typically require the tenants to fund all necessary capital expenditures in order to maintain and improve the applicable senior housing properties. To the extent that our tenants are unwilling or unable to fund these capital expenditure obligations under the existing lease arrangements, we may fund capital expenditures with additional borrowings or cash flow from the operations of these senior housing properties. We may also provide corresponding loans or advances to tenants which would increase the rent payable to us.

Cash Flows

The following table provides a summary of our cash flows for the year ended December 31, 2014, the year ended December 31, 2013, the period from July 18 to December 31, 2012, and the period from January 1, 2012 to July 17, 2012:

(dollars in thousands)	Successor									Predecessor
	Year Ended December 31, 2014			Year Ended December 31, 2013			July 18, 2012 to December 31, 2012			January 1, 2012 to July 17, 2012
Net cash provided by (used in)
Operating activities	$	46,611		$	42,532		$	(1,486	)	$	3,076
Investing activities		(331,858	)		(1,253,174	)		(44,411	)		(251	)
Financing activities		481,231			1,231,315			55,617			(2,955	)
Net increase (decrease) in cash and cash equivalents		195,984			20,673			9,720			(130	)
Cash and cash equivalents, beginning of period		30,393			9,720			—			1,057
Cash and cash equivalents, end of period	$	226,377		$	30,393		$	9,720		$	927

Operating activities

Net cash provided by (used in) operating activities was $46.6 million, $42.5 million, $(1.5) million, and $3.1 million for the years ended December 31, 2014 and December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

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The $4.1 million increase from the year ended December 31, 2013 to the year ended December 31, 2014 was primarily driven by an increase in cash flows provided by resident fees and services as a result of an increased number of properties in the Managed Properties segment and rental revenue in the Triple Net Lease Properties segment. The increase in cash provided by resident fees and services due to the increased number of properties was largely offset by a proportional increase in property operating expense for the additional properties acquired within the Managed Properties segment, and the increase in rental revenue in the Triple Net Lease Properties segment was partially offset by increased interest expense related to debt issued to finance acquisitions in the Triple Net Lease Properties segment.

The increase in cash from operating activities for the year ended December 31, 2013 over prior periods was primarily driven by incremental cash received from resident fees and services in the Managed Properties segment along with cash received from rental revenue in the Triple Net Lease Properties segment. Conversely, cash flow from operating activities for the period from July 18, 2012 to December 31, 2012 decreased from the period from January 1, 2012 to July 17, 2012 as a result of additional costs incurred by the Company in connection with the integration of our acquisitions.

Investing activities

Net cash used in investing activities was $331.9 million, $1,253.2 million, $44.4 million, and $0.3 million for the years ended December 31, 2014 and December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

Net cash used in investing activities during the year ended December 31, 2014 was less than net cash used during the year ended December 31, 2013 due to a change in the relative magnitude of acquisitions between the respective periods. During the year ended December 31, 2014, we acquired 16 properties for $314.9 million, whereas during the year ended December 31, 2013, we acquired 72 properties for $1,249.2 million. During the years ended December 31, 2014 and December 31, 2013, cash used and cash reserved for capital expenditures amounted to $12.1 million and $3.5 million, respectively. Net cash used in investing activities during the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012 was significantly lower compared to the year ended December 31, 2013 because our operations had only recently commenced, and there were only four properties acquired in the period from July 18, 2012 to December 31, 2012 while there were no significant acquisitions in the period from January 1, 2012 through July 17, 2012.

Financing activities

Net cash provided by (used in) financing activities was $481.2 million, $1,231.3 million, $55.6 million and $(3.0) million for the years ended December 31, 2014 and December 31, 2013 and the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, respectively.

Compared to December 31, 2013, cash flow from financing activities for the year ended December 31, 2014 decreased $750.1 million, primarily because we acquired 14 properties financed with $195.1 million in long term debt during the year ended December 31, 2014 whereas we acquired 72 properties financed with $904.5 million in long-term debt during the year ended December 31, 2013. Net cash provided by financing activities further decreased during the year ended December 31, 2014 when compared to the year ended December 31, 2013 because the net amount of contributions and distributions from Newcastle decreased by $65.9 million due to the decrease in property acquisitions.

Compared to the periods from July 18, 2012 to December 31, 2012 and January 1, 2012 to July 17, 2012, cash flow from financing activities for the year ended December 31, 2013 increased $1,178.7 million, primarily because we acquired 72 properties financed with $904.5 million in long-term debt, offset by $40.6 million in finance costs during the year ended December 31, 2013, whereas we acquired four properties financed with $32.1 million in long-term debt during the period from July 18, 2012 to December 31, 2012 and had no significant acquisitions in the period from January 1, 2012 to July 17, 2012. Net cash provided by financing activities further increased between the year ended December 31, 2013 and the period from July 18, 2012 to December 31, 2012 because the net amount of contributions and distributions from Newcastle increased by $343.9 million.

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REIT Compliance Requirements

We have been operating so as to qualify as a REIT for U.S. federal income tax purposes. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, excluding net capital gains. We intend to pay dividends greater than all of our REIT taxable income to holders of our common stock in 2014, if, and to the extent, authorized by our board of directors. We note that a portion of this requirement may be able to be met in future years with stock dividends, rather than cash distributions, subject to limitations. We expect that our operating cash flows will exceed REIT taxable income due to depreciation and other non-cash deductions in computing REIT taxable income. However, before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and debt service on our obligations. If we do not have sufficient liquid assets to enable us to satisfy the 90% distribution requirement, or if we decide to retain cash, we may sell assets, issue additional equity securities or borrow funds to make cash distributions, or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.

Income Tax

We have been operating so as to qualify as a REIT under the requirements of the Code. Currently, certain of our activities are conducted through our TRS and therefore are subject to federal and state income taxes at regular corporate tax rates. Our TRS leases properties from our REIT entities for which the TRS is charged rent based on market rates following the terms of the lease agreements between the TRS and the REIT entities. As of December 31, 2014, the Company is in the process of reviewing these agreements and we may modify certain provisions in order to clarify existing terms. Any modification to the timing or extent of lease payments between our REIT entities and the TRS would result in a change to our taxable income, although our pre-tax income would remain unchanged due to the fact that our REIT entities and the TRS are consolidated and transactions between consolidated entities are eliminated.

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2014, we do not have any off-balance sheet arrangements. We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured investment vehicles, special purpose or variable interest entities established to facilitate off-balance sheet arrangements. Further, we have not guaranteed any obligations of unconsolidated entities or entered into any commitment or intend to provide additional funding to any such entities.

CONTRACTUAL OBLIGATIONS

As of December 31, 2014, we had the following material contractual obligations (dollars in thousands):

Contractual obligation	2015		2016		2017		2018		2019		Thereafter
Mortgage notes payable (A)	$	17,046	$	42,302	$	204,128	$	206,774	$	140,657	$	647,663

(A) These amounts include only scheduled principal repayments. See Note 8 to the Consolidated Financial Statements, included in Part II, Item 8 of this Annual Report on Form 10-K, for further information about interest rates.

In addition to mortgage notes payable, we are a party to the Management Agreement with the Manager and property management agreements with Property Managers. However, at this time, the amount of this obligation is not estimable. We also committed to making available $6.5 million immediately for capital improvements and other repairs in the properties under certain lease agreements and also agreed to make available an additional $9.0 million at certain intervals during the lease period, under the same lease agreements, to be used for further capital improvements. Upon funding the capital improvements, we will be entitled to rent increases. No capital improvements or other repairs have been funded as of December 31, 2014.

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Finally, we have two ground leases with initial terms of 74 and 82 years. The ground leases require equal annual rent payments that together amount to $0.4 million over the life of the leases. We do not have any supplier contracts or other material commitments at this time.

INFLATION

Our triple net leases provide for either fixed increases in base rents and/or indexed escalators, based on the CPI. In our Managed Properties segment, resident agreements are generally month to month agreements affording us the opportunity to increase prices subject to market and other conditions. We believe that inflationary increases in costs and expenses will be offset, at least in part, by contractual rent and resident fee increases.

NON-GAAP FINANCIAL MEASURES

We believe that net income, as defined by GAAP, is the most appropriate earnings measurement. However, we consider certain non-GAAP financial measures to be useful supplemental measures of our operating performance. A non-GAAP financial measure is a measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are not excluded from or included in the most comparable GAAP measure. The following describes the non-GAAP financial measures based on which management evaluates our operating performance and that we consider most useful to investors, and sets forth reconciliations of these measures to the most directly comparable GAAP financial measures.

The non-GAAP financial measures we present in this Form 10-K may not be identical to those presented by other real estate companies due to the fact that not all real estate companies use the same definitions. You should not consider these measures as alternatives to net income (determined in accordance with GAAP) as indicators of our financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are these measures necessarily indicative of sufficient cash flow to fund all of our needs. In order to facilitate a clear understanding of our consolidated historical operating results, you should examine these measures in conjunction with net income as presented in our Consolidated Financial Statements and other financial data included elsewhere in this Form 10-K.

We have a limited operating history and we acquired our first portfolio of senior housing properties on July 18, 2012. Since real estate investments have been remeasured to fair value as of the date of acquisition, the carrying amount of these assets on our consolidated balance sheets, as well as the related depreciation expense, in the Successor periods increased significantly which, accordingly, cannot be meaningfully compared to depreciation expense for the Predecessor periods as it is based on a lower historical cost basis. In addition, because we typically refinance the mortgages associated with the senior housing properties that we acquire, interest expense for the Successor and Predecessor periods is not directly comparable. Also, during the successor period, but prior to our spin-off from Newcastle, our Parent was party to a management agreement with FIG LLC, a subsidiary of Fortress, and we were allocated a portion of the management fee. Since the spin-off, we have been party to the Management Agreement with FIG LLC, for which we pay a management fee. We were not party to any management agreement during the Predecessor periods. As such, we believe the non-GAAP financial measures for the Predecessor periods are not meaningful to investors, analysts and our management to assess the financial performance of the Company and have not been presented herein.

Funds From Operations and Normalized Funds From Operations

Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. To overcome this problem, we consider Funds From Operations (“FFO”) and Normalized FFO to be appropriate measures of operating performance of an equity REIT. In particular, we believe that Normalized FFO is useful because it allows investors, analysts and our management to compare our operating performance to the operating performance of other real estate companies and between periods on a consistent basis without having to account for differences caused by period specific items and events such as transaction costs.

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We use the National Association of Real Estate Investment Trusts (“NAREIT”) definition of FFO. NAREIT defines FFO as net income (computed in accordance with GAAP) excluding gains (losses) from sales of depreciable real estate assets, impairment charges of depreciable real estate, plus real estate depreciation and amortization, and after adjustments for unconsolidated entities and joint ventures to reflect FFO on the same basis. We define Normalized FFO as FFO excluding the following income and expense items (which may be recurring in nature): (a) acquisition, transaction and integration related costs and expenses; (b) the write off of unamortized deferred financing fees, or additional costs, make whole payments, penalties or premiums incurred as the result of early repayment of debt; and (c) changes in the fair value of contingent consideration and financial instruments.

The following table sets forth a reconciliation of net loss to FFO and Normalized FFO for the year ended December 31, 2014, the year ended December 31, 2013 and the period from July 18 to December 31, 2012:

(dollars in thousands)	Successor
	Year Ended December 31, 2014			Year Ended December 31, 2013			July 18 2012 to December 31, 2012
Net income (loss)	$	(46,403	)	$	(30,046	)	$	(9,487	)
Depreciation and amortization		103,279			26,933			5,784
FFO		56,876			(3,113	)		(3,703	)
Acquisition, transaction and integration expense		14,295			13,294			6,037
Change in fair value of contingent consideration (A)		(1,500	)		—			—
Normalized FFO	$	69,671		$	10,181		$	2,334

(A) Included in other (income) expense in the Consolidated Statements of Operations.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization

We consider Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) as an important supplemental measure to net income because it provides additional information with which to evaluate our operating performance on an unleveraged basis. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding acquisition, transaction and integration expense, gains (losses) on sales of real estate, impairment charges and changes in fair value of contingent consideration and financial instruments. Adjusted EBITDA does not represent, and should not be considered as an alternative to, net income as determined in accordance with GAAP.

The following table sets forth a reconciliation of net loss to Adjusted EBITDA for the year ended December 31, 2014, the year ended December 31, 2013, and the period from July 18, 2012 to December 31, 2012:

(dollars in thousands)	Successor
	Year Ended December 31, 2014			Year Ended December 31, 2013			July 18 to December 31, 2012
Net loss	$	(46,403	)	$	(30,046	)	$	(9,487	)
Interest expense		57,026			10,589			1,767
Income tax expense		160			656			150
Depreciation and amortization		103,279			26,933			5,784
Acquisition, transaction and integration expense		14,295			13,294			6,037
Change in fair value of contingent consideration (A)		(1,500	)		—			—
Adjusted EBITDA	$	126,857		$	21,426		$	4,251

(A) Included in other (income) expense in the Consolidated Statements of Operations.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

Management’s discussion and analysis of financial condition and results of operations is based upon our historical financial statements, which have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that could affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses. Actual results could differ from these estimates. Management believes that the estimates and assumptions utilized in the preparation of the Consolidated Financial Statements are prudent and reasonable. Actual results historically have been in line with management’s estimates and judgments used in applying each of the accounting policies described below, as modified periodically to reflect current market conditions.

A summary of our significant accounting policies is presented in Note 2 to our Consolidated Financial Statements. The following is a summary of our accounting policies that are most effected by judgments, estimates and assumptions.

Revenue Recognition

Resident Fees and Services - Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which we estimate to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties.

Rental revenue - Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in receivables and other assets, net.

Acquisition Accounting

The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangibles assets and assumed liabilities at their respective fair values as of the respective transaction dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of net tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant.

We estimate the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis, which is estimated to be 24 months for AL/MC and CCRC properties and 33 months for IL-only properties.

We estimate the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases.

Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. We estimate the fair value of non-compete

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intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis.

Contingent consideration, if any, is measured at fair value on the date of acquisition. In subsequent reporting periods, the fair value of the contingent consideration is remeasured at each reporting date, with any change recorded in other income and expense in the Consolidated Statements of Operations.

Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition.

Acquisition, transaction and integration costs are expensed as incurred. Integration costs of $0.7 million for the year ended December 31, 2013 have been reclassified from Property operating expense to Acquisition, transaction and integration expense to conform to the 2014 presentation.

Provision for Uncollectible Receivables

We assess the collectibility of our rent receivables on an ongoing basis. We base our assessment on several factors, including, resident payment history, the financial strength of the resident and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If our evaluation of these factors indicates it is probable that the Company will not be able to recover the full value of the receivable, we provide a specific reserve against the portion of the receivable that we estimate may not be recovered.

Impairment of Long Lived Assets

We periodically evaluate long-lived assets, including definite lived intangible assets, primarily consisting of our real estate investments, for impairment indicators. If indicators of impairment are present, we evaluate the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, market conditions and our current intentions with respect to holding or disposing of the asset are considered. We adjust the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. An impairment loss is recognized at the time any such determination is made.

For further information on significant accounting policies, refer to Note 2 to the Consolidated Financial Statements, included in Item 8.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. This update is effective for New Senior in the first quarter of 2015. New Senior does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements until it disposes of its assets in future periods.

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In May 2014, the FASB and the International Accounting Standards Board (“IASB”) issued ASU 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2017. Early application is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

In November 2014, the Emerging Issues Task Force (EITF) and FASB issued ASU 2014-17 Pushdown Accounting. The guidance will allow but not require an acquired entity to apply pushdown accounting upon acquisition by a new parent. It will give acquired entities that are businesses or nonprofit activities the option to apply pushdown accounting in their separate financial statements when an acquirer obtains control of them. The guidance represents a significant change from current practice which requires registrants to apply pushdown accounting when they become substantially wholly owned and prohibits pushdown accounting at ownership levels of less than 80%. The guidance is effective immediately from November 18, 2014. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with Topic 250, Accounting Changes and Error Corrections. This ASU is applicable to the Company as it is considered a variable interest entity (“VIE”) due to the terms of the Management Agreement with the Manager, and the Manager has been deemed the primary beneficiary. As the Manager is a wholly owned subsidiary of Fortress, Fortress is consolidating New Senior as of November 7, 2014, and we have elected not to apply push down accounting

In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact, if any, it may have on its Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, “Mortgage notes payable, net” is reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively, in the Consolidated Balance Sheets.

The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of the proposed changes are significant and could have a material impact on the Company’s Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, credit spreads, foreign currency exchange rates, commodity prices and equity prices. The primary market risks that we are exposed to are interest rate risk and credit risk. These risks are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. All of our market risk sensitive assets and liabilities are for non-trading purposes only. In addition, we are exposed to liquidity risk, which may impact our access to capital resources and repayment of capital obligations.

Interest Rate Risk

We are exposed to market risk related to changes in interest rates on borrowings under our mortgage loans that are floating rate obligations. These market risks result primarily from changes in LIBOR or prime rates. We continuously monitor our level of floating rate debt with respect to total debt and other factors, including our assessment of current and future economic conditions.

For fixed rate debt, interest rate fluctuations generally affect the fair value, but do not impact our earnings or cash flows. Therefore, interest rate risk does not have a significant impact on our fixed rate debt obligations until such obligations mature or until we elect to prepay and refinance such obligations. If interest rates have risen at the time our fixed rate debt matures or is refinanced, our future earnings and cash flows could be adversely affected by additional borrowing costs. Conversely, lower interest rates at the time of maturity or refinancing may lower our overall borrowing costs.

For floating rate debt, interest rate fluctuations can affect the fair value, as well as earnings or cash flows. If market interest rates rise, our earnings and cash flows could be adversely affected by an increase in interest expense. In contrast, lower interest rates may reduce our borrowing costs and improve our operational results.

At December 31, 2014 we had $393.4 million of floating rate debt, representing approximately 31.3% of our total indebtedness, with a weighted average rate of 4.0%. A 100 basis point change in interest rates, excluding the impact of the 1% LIBOR floor that our floating rate debt is subject to, would change annual interest expense by $3.9 million on an annualized basis.

Credit Risk

We derive a portion of our revenue from long-term triple net leases in which the minimum rental payments are fixed with scheduled periodic increases. We also earn revenue from senior housing properties operated pursuant to property management agreements. For these properties, rental rates may fluctuate due to lease rollovers and renewals and economic or market conditions.

The Master Tenants account for a significant portion of our total revenues and net operating income, and such concentration creates credit risk. We could be adversely affected if the Master Tenants become unable or unwilling to satisfy their obligations to us. There is no assurance that the Master Tenants or the related guarantors will have sufficient assets, income and access to financing to enable them to satisfy their obligations to us.

Furthermore, although our leases, financing arrangements and other agreements with our tenants and operators generally provide us the right under specified circumstances to terminate a lease, evict an operator or tenant, or demand immediate repayment of certain obligations to us, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or delay our ability to pursue such remedies.

27

Liquidity Risk

In addition to the discussion in “Risk Factors,” the following factors could affect our liquidity, access to capital resources and our capital obligations. As such, if their outcomes do not fall within our expectations, changes in these factors could negatively affect our liquidity.

• Decisions by investors, counterparties and lenders to enter into transactions with us will depend upon a number of factors, such as our historical and projected financial performance, compliance with the terms of our current credit and derivative arrangements, industry and market trends, the availability of capital and our investors’, counterparties’ and lenders’ policies and rates applicable thereto, and the relative attractiveness of alternative investment or lending opportunities.

• Real estate investments are relatively illiquid, and our ability to quickly sell or exchange our properties in response to changes in economic or other conditions is limited. In the event we desire or need to sell any of our properties, the value of those properties and our ability to sell at a price or on terms acceptable to us could be adversely affected by a downturn in the real estate industry or any weakness in the senior housing and healthcare industries. We cannot assure you that we will recognize the full value of any property that we sell for liquidity or other reasons, and the inability to respond quickly to changes in the performance of our investments could adversely affect our business, results of operations and financial condition.

• Because we derive substantially all of our revenues from triple net lease and managed property tenants and operators, any inability or unwillingness by these tenants and operators to satisfy their respective obligations to us or to renew their leases with us upon expiration of the terms thereof could have a material adverse effect on our liquidity, financial condition, our ability to service our indebtedness and to make distributions to our stockholders.

• To comply with the 90% distribution requirement applicable to REITs and to avoid income and excise taxes, we must make distributions to our stockholders. Such distributions will limit our liquidity to finance investments, acquisitions and new developments and may limit our ability to engage in transactions that are otherwise in the best interests of our stockholders. Although we do not anticipate any inability to satisfy the REIT distribution requirement, from time to time, we may not have sufficient cash or other liquid assets to do so. For example, timing differences between the actual receipt of income and actual payment of deductible expenses, on the one hand, and the inclusion of that income and deduction of those expenses in arriving at our taxable income, on the other hand, or non-deductible expenses such as principal amortization or repayments or capital expenditures in excess of non-cash deductions may cause us to fail to have sufficient cash or liquid assets to enable us to satisfy the 90% distribution requirement. In the event that timing differences occur or we decide to retain cash or to distribute such greater amount as may be necessary to avoid income and excise taxation, we may seek to borrow funds, issue additional equity securities, pay taxable stock dividends, distribute other property or securities or engage in a transaction intended to enable us to meet the REIT distribution requirements. Any of these actions may require us to raise additional capital to meet our obligations; however, limitations on our ability to access capital, as described above, could have an adverse effect on our ability to make required payments on our debt obligations, make distributions to our stockholders or make future investments necessary to implement our business strategy. The terms of the instruments governing our existing indebtedness restrict our ability to engage in certain types of these transactions.

28

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Index to Consolidated (Successor) and Combined (Predecessor) Financial Statements:
Report of Independent Registered Public Accounting Firm		30
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		31
Consolidated Balance Sheets as of December 31, 2014 and 2013		32
Consolidated (Successor) and Combined (Predecessor) Statements of Operations for the years ended December 31, 2014, December 31, 2013, for the period from July 18, 2012 to December 31, 2012 (Successor) and for the period from January 1, 2012 to July 17, 2012 (Predecessor)		33
Consolidated (Successor) and Combined (Predecessor) Statements of Equity (Deficit) for the years ended December 31, 2014, December 31, 2013, for the period from July 18, 2012 to December 31, 2012 (Successor) and for the period from January 1, 2012 to July 17, 2012 (Predecessor)		34
Consolidated (Successor) and Combined (Predecessor) Statements of Cash Flows for the years ended December 31, 2014, December 31, 2013, for the period from July 18, 2012 to December 31, 2012 (Successor) and for the period from January 1, 2012 to July 17, 2012 (Predecessor)		35
Notes to Consolidated (Successor) and Combined (Predecessor) Financial Statements		37
Schedule III – Real Estate and Accumulated Depreciation		67

29

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

New Senior Investment Group Inc.

We have audited the accompanying consolidated balance sheets of New Senior Investment Group Inc. and Subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated (Successor) and combined (Predecessor) statements of operations, changes in equity (deficit) and cash flows for each of the two years in the period ended December 31, 2014 and for the period from July 18, 2012 to December 31, 2012 (Successor), and the period from January 1, 2012 to July 17, 2012 (Predecessor). Our audits also included the financial statement schedule included in Item 8. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of New Senior Investment Group Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated (Successor) and combined (Predecessor) results of their operations and their cash flows for each of the two years in the period ended December 31, 2014 and for the period from July 18, 2012 to December 31, 2012 (Successor), and the period from January 1, 2012 to July 17, 2012 (Predecessor), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Note 7 to the consolidated financial statements, the Company changed its method for presentation of debt issuance costs related to a recognized debt liability as a result of the early adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.”

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), New Senior Investment Group Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated February 26, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York

February 26, 2015, except for Notes 2, 4, 7 and 8,

as to which the date is June 22, 2015

30

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of

New Senior Investment Group Inc.

We have audited New Senior Investment Group Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework), (the COSO criteria). New Senior Investment Group Inc. and Subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, New Senior Investment Group Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of New Senior Investment Group Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated (Successor) and combined (Predecessor) statements of operations, changes in equity (deficit) and cash flows for each of the two years in the period ended December 31, 2014 and for the period from July 18, 2012 to December 31, 2012 (Successor), and the period from January 1, 2012 to July 17, 2012 (Predecessor) of New Senior Investment Group Inc. and Subsidiaries and our report dated February 26, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New York, New York

February 26, 2015

31

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)

	December 31,
	2014			2013
Assets
Real estate investments:
Land	$	138,799		$	102,064
Buildings, improvements and other		1,500,130			1,271,364
Accumulated depreciation		(56,988	)		(10,526	)
Net real estate property		1,581,941			1,362,902
Acquired lease and other intangible assets		178,615			123,063
Accumulated amortization		(79,021	)		(22,174	)
Net real estate intangibles		99,594			100,889
Net real estate investments		1,681,535			1,463,791
Cash and cash equivalents		226,377			30,393
Receivables and other assets, net		58,247			13,432
Total Assets	$	1,966,159		$	1,507,616
Liabilities and Equity
Liabilities
Mortgage notes payable, net	$	1,223,224		$	1,035,193
Due to affiliates		6,882			5,894
Accrued expenses and other liabilities		72,241			58,694
Dividends payable		15,276			—
Total Liabilities		1,317,623			1,099,781
Commitments and contingencies (note 15)
Equity
Preferred stock $0.01 par value, 100,000,000 shares authorized and none outstanding as of December 31, 2014		—			—
Common stock $0.01 par value, 2,000,000,000 shares authorized, 66,415,415 shares issued and outstanding as of December 31, 2014		664			—
Additional paid-in capital		672,587			407,835
Accumulated deficit		(24,715	)		—
Total Equity		648,536			407,835
Total Liabilities and Equity	$	1,966,159		$	1,507,616

See notes to Consolidated Financial Statements.

32

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) STATEMENTS OF OPERATIONS

(dollars in thousands, except share data)

	Successor									Predecessor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013			For the period from July 18, 2012 to December 31, 2012			For the period from January 1, 2012 to July 17, 2012
Revenues
Resident fees and services	$	156,993		$	83,218		$	18,000		$	19,680
Rental revenue		97,992			1,918			—			—
Total revenues		254,985			85,136			18,000			19,680
Expenses
Property operating expense		112,242			59,726			13,011			13,778
Depreciation and amortization		103,279			26,933			5,784			1,203
Interest expense		57,026			10,589			1,767			2,534
Acquisition, transaction and integration expense		14,295			13,294			6,037			—
Management fee to affiliate		8,470			1,796			464			—
General and administrative expense		7,416			2,188			274			20
Other (income) expense		(1,500	)		—			—			—
Total expenses		301,228			114,526			27,337			17,535
Income (Loss) Before Income Taxes		(46,243	)		(29,390	)		(9,337	)		2,145
Income tax expense		160			656			150			—
Net Income (Loss)	$	(46,403	)	$	(30,046	)	$	(9,487	)	$	2,145
Income (Loss) Per Share of Common Stock
Basic and diluted	$	(0.70	)	$	(0.45	)	$	(0.14	)	$	0.03
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted		66,400,914			66,399,857			66,399,857			66,399,857

See notes to Consolidated Financial Statements.

33

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(dollars in thousands, except share data)

	Common Stock
	Shares		Amount		Accumulated Deficit			Additional Paid In Capital			Total Equity
Predecessor: Equity (Deficit) - December 31, 2011		—	$	—	$	—		$	(27,185	)	$	(27,185	)
Capital contributions		—		—		—			91			91
Capital distributions		—		—		—			(1,988	)		(1,988	)
Net income (loss)		—		—		—			2,145			2,145
Predecessor: Equity - July 17, 2012		—	$	—	$	—		$	(26,937	)	$	(26,937	)
Successor: Equity - July 18, 2012		—	$	—	$	—		$	54,900		$	54,900
Capital contributions		—		—		—			27,704			27,704
Capital distributions		—		—		—			(3,413	)		(3,413	)
Net income (loss)		—		—		—			(9,487	)		(9,487	)
Equity - December 31, 2012		—	$	—	$	—		$	69,704		$	69,704
Capital contributions		—		—		—			397,015			397,015
Capital distributions		—		—		—			(28,838	)		(28,838	)
Net income (loss)		—		—		—			(30,046	)		(30,046	)
Equity - December 31, 2013		—	$	—	$	—		$	407,835		$	407,835
Capital contributions		—		—		—			461,218			461,218
Capital distributions		—		—		—			(158,980	)		(158,980	)
Net income (loss)		—		—		—			(36,964	)		(36,964	)
Effect of New Senior spin-off		66,399,857		664		—			(664	)		—
Equity - November 7, 2014		66,399,857	$	664	$	—		$	672,445		$	673,109
Exercise of stock options		14,188		—		—			119			119
Director’s shares issued		1,370		—		—			23			23
Dividends declared		—		—		(15,276	)		—			(15,276	)
Net income (loss)		—		—		(9,439	)		—			(9,439	)
Equity - December 31, 2014		66,415,415	$	664	$	(24,715	)	$	672,587		$	648,536

See notes to Consolidated Financial Statements.

34

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Successor									Predecessor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013			For the Period from July 18, 2012 to December 31, 2012			For the Period from January 1, 2012 to July 17, 2012
Cash Flows From Operating Activities
Net income (loss)	$	(46,403	)	$	(30,046	)	$	(9,487	)	$	2,145
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		103,398			26,933			5,784			1,203
Amortization of deferred financing fees		8,331			896			136			92
Amortization of deferred community fees		(1,420	)		(404	)		(53	)		(282	)
Amortization of premium on mortgage notes payable		850			344			—			—
Non-cash straight line rent		(25,932	)		(522	)		—			—
Change in fair value of contingent consideration		(1,500	)		—			—			—
Changes in:
Receivables and other assets, net		(5,131	)		(8,773	)		(2,039	)		(64	)
Due to affiliates		989			4,011			1,520			(8	)
Accrued expenses and other liabilities		13,429			50,093			2,653			(10	)
Net cash provided by (used in) operating activities	$	46,611		$	42,532		$	(1,486	)	$	3,076
Cash Flows From Investing Activities
Acquisition of real estate investments	$	(314,935	)	$	(1,249,167	)	$	(44,114	)	$	—
Capital expenditures		(8,538	)		(3,502	)		(297	)		(251	)
Funds reserved for future capital expenditures		(3,530	)		—			—			—
Deposits paid for investments		(4,855	)		(505	)		—			—
Net cash provided by (used in) investing activities	$	(331,858	)	$	(1,253,174	)	$	(44,411	)	$	(251	)
Cash Flows From Financing Activities
Proceeds from mortgage notes payable	$	195,144		$	904,509		$	32,125		$	—
Principal payments of mortgage notes payable		(13,736	)		(746	)		—			(1,058	)
Payment of deferred financing costs		(2,557	)		(40,625	)		(555	)		—
Purchase of derivative instruments		—			—			(244	)		—
Contributions		461,218			397,015			27,704			91
Distributions		(158,980	)		(28,838	)		(3,413	)		(1,988	)
Issuance of common stock and exercise of options		142			—			—			—
Net cash provided by (used in) financing activities	$	481,231		$	1,231,315		$	55,617		$	(2,955	)
Net Increase (Decrease) in Cash and Cash Equivalents		195,984			20,673			9,720			(130	)
Cash and Cash Equivalents, Beginning of Period		30,393			9,720			—			1,057
Cash and Cash Equivalents, End of Period	$	226,377		$	30,393		$	9,720		$	927

Continued on next page

35

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Successor						Predecessor
	For the Year Ended December 31, 2014		For the Year Ended December 31, 2013		For the Period from July 18, 2012 to December 31, 2012		For the Period from January 1, 2012 to July 17, 2012
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest expense	$	45,026	$	9,252	$	1,338	$	2,569
Cash paid during the period for income taxes		1,357		899		—		—
Supplemental Schedule of Non-Cash Investing and Financing Activities
Common stock dividend declared but not paid		15,276		—		—		—
Recognized contingent consideration at fair value		50		1,500		—		—
Assumption of mortgage notes payable at fair value		—		43,128		—		—
Issuance of seller financing for acquisition at fair value		—		9,407		—		—
Contributions of net assets by Newcastle		—		—		54,900		—
Issuance of common stock and exercise of options	$	23	$	—	$	—	$	—

See notes to Consolidated Financial Statements.

36

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

1. ORGANIZATION

New Senior Investment Group Inc. (“New Senior” or “the Company”) invests in a diversified portfolio of senior housing properties across 27 states in the United States. The Company was formed as Newcastle Senior Living Holdings LLC, a Delaware limited liability company, in 2012 and converted to a Delaware corporation on May 30, 2014 and changed its name to New Senior Investment Group Inc. on June 16, 2014.

On November 6, 2014, the spin-off of New Senior was completed with the distribution of all of the outstanding shares of New Senior to the holders of Newcastle Investment Corp. (“Newcastle”) common stock. Newcastle was the sole stockholder of the Company until the spin-off. Following the spin-off, New Senior is a separate publicly traded Real Estate Investment Trust (“REIT”) primarily focused on investing in senior housing properties and listed on the New York Stock Exchange (“NYSE”) under the symbol “SNR.” The Company is headquartered in New York, New York.

New Senior has been operating so as to qualify as a REIT for U.S. federal income tax purposes for the tax year ending December 31, 2014. As such, New Senior will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.

The Company has invested in 100 senior housing properties as of December 31, 2014 and operates in two reportable segments: (1) Managed Properties and (2) Triple Net Lease Properties.

Managed Properties – The Company has engaged property managers to manage 43 of its properties on a day-to-day basis under the Managed Properties segment. These properties consist of four dedicated independent living facilities (“IL-only”) and 39 properties with a combination of assisted living/memory care (“AL/MC”) facilities. The Company’s Managed Properties are managed by Holiday Acquisition Holdings LLC (“Holiday”), a portfolio company that is majority owned by private equity funds managed by an affiliate of FIG LLC (the “Manager”), a subsidiary of Fortress Investment Group LLC (“Fortress”), FHC Property Management LLC (together with its subsidiaries, “Blue Harbor”), an affiliate of the Manager, or Jerry Erwin Associates, Inc. (“JEA”), collectively, the “Property Managers,” under property management agreements (the “Property Management Agreements”). Under the Property Management Agreements, the Property Managers are responsible for the day-to-day operations of the Company’s senior housing properties and are entitled to a management fee in accordance with the terms of the Property Management Agreements.

The Company has entered into long-term property management agreements for its managed properties with Blue Harbor, Holiday and JEA. Blue Harbor and Holiday’s property management agreements have initial ten-year terms, with successive, automatic one-year renewal periods. JEA’s property management agreement has an initial five-year term, with successive, automatic one-year renewal periods. Under these agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For IL-only properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 5% of effective gross income. The Company pays management fees equal to 5% of gross revenues for the property managed by JEA.

Triple Net Lease Properties – As of December 31, 2014, the Company has also invested in 57 properties (the “Holiday Portfolios” and the LCS Portfolio, as defined in Note 3) subject to triple net lease arrangements under the Triple Net Lease Properties segment. These properties consist of 52 IL-only properties, four Continuing Care Retirement Communities (“CCRC”) properties and one AL/MC property. In a triple net lease arrangement, the Company purchases property and leases it back to the seller or to a third party, and the lessee agrees to operate and maintain the property at its own expense, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The Company’s triple net lease agreements have initial terms of approximately 15 or 17 years and include renewal options and periodic rent increases ranging from 2.5% to 4.5% in future years.

37

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Consolidated (Successor) and Combined (Predecessor) Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’). The Consolidated Financial Statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. New Senior consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity. At December 31, 2014 and December 31, 2013, the Company did not have any investments in Variable Interest Entities (“VIEs”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

On July 18, 2012 (the “Initial Acquisition Date” and “Commencement of Operations”), New Senior completed the initial acquisition of a portfolio of senior housing properties (the “BPM Portfolio”). The acquisition was accounted for as a business combination using the acquisition method of accounting. As a result, the Consolidated Financial Statements reflect a new basis of accounting for periods subsequent to the Initial Acquisition Date, and the financial information is referred to as “Successor” information. Successor information includes the results of the BPM portfolio and all subsequent acquisitions.

Financial information through, but not including, the Initial Acquisition Date (i.e., financial information on or before July 17, 2012) is referred to as “Predecessor” company information, which has been prepared using the prior owner historical cost basis of accounting. Information in the Combined Financial Statements for the Predecessor period reflects a different ownership and capital structure and does not include the effects of acquisition accounting prior to the Initial Acquisition Date. As a result of the application of acquisition accounting on the Initial Acquisition Date, the Consolidated Financial Statements for the Successor periods are presented on a different basis of accounting when compared to the Predecessor period and, therefore, are not comparable. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor.

During the Predecessor period, the BPM Portfolio comprised stand-alone businesses under common management and control. Therefore, Combined Financial Statements are presented for the Predecessor period. These Combined Financial Statements have been derived using the historical basis of such properties’ assets and liabilities.

During a portion of the Successor period, the Company was not operated as a stand-alone business from Newcastle. Information in the Consolidated Financial Statements for Successor periods prior to November 7, 2014 have been prepared on a stand-alone basis from the Consolidated Financial Statements and accounting records of Newcastle. Information in the Consolidated Financial Statements for periods prior to November 7, 2014 does not necessarily reflect what New Senior’s consolidated results of operations, financial position and cash flows would have been had New Senior operated as an independent company prior to the spin-off. Management believes the assumptions and methods of allocation used in the accompanying Consolidated Financial Statements are reasonable.

Information in the Consolidated Financial Statements for the period from November 7, 2014 through December 31, 2014 and as of December 31, 2014 reflect the revenues, expenses, cash flows and financial position of the Company as a stand-alone company.

The Consolidated (Successor) and Combined (Predecessor) Financial Statements reflect all revenues, expenses and cash flows directly attributable to the Company. Certain expenses of Newcastle, comprised primarily of a portion of its management fee, acquisition and transaction costs and general and administrative costs, have been allocated to New Senior to the extent they were directly associated with the Company for Successor periods prior to the spin-off. The portion of the management fee allocated to New Senior prior to the spin-off represents the product of the management fee rate payable by Newcastle, 1.50%

38

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

and New Senior’s gross equity, which management believes is a reasonable method for quantifying the cost of the services provided by the employees of the Manager to the Company. New Senior and Newcastle have not shared any costs subsequent to the spin-off. See Note 10 for details related to management agreement terms.

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Use of Estimates

Management is required to make estimates and assumptions when preparing financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the accompanying Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from management’s estimates.

Revenue Recognition

Resident Fees and Services - Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which management estimates to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties.

Rental Revenue - Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in other assets. As of December 31, 2014 and December 31, 2013, straight-line rent receivables were $26,454 and $522, respectively.

Acquisition Accounting

The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangibles assets and assumed liabilities at their respective fair values as of the respective transaction dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of net tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant.

The Company estimates the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis, which is estimated to be 24 months for AL/MC and CCRC properties and 33 months for IL-only properties.

The Company estimates the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases.

39

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. The Company estimates the fair value of non-compete intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis.

Contingent consideration, if any, is measured at fair value on the date of acquisition. The fair value of the contingent consideration is remeasured at each reporting date with any change recorded in other (income) and expense in the Consolidated Statements of Operations.

Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition.

Acquisition, transaction and integration costs are expensed as incurred. Integration costs of $726 for the year ended December 31, 2013 have been reclassified from property operating expense to acquisition, transaction and integration expense to conform to the 2014 presentation.

Real Estate Investments

Real estate investments are recorded at cost less accumulated depreciation or accumulated amortization.

Depreciation is calculated on a straight-line basis using estimated remaining useful lives not to exceed 40 years for buildings, 3 to 10 years for building improvements and 3 to 5 years for other fixed assets.

Amortization is calculated on a straight-line basis using estimated useful lives of 24 to 33 months and 5 to 13 years for in-place lease intangibles and other intangibles, respectively. Above/below market lease intangibles are generally amortized over a period of 15 to 17 years except for ground lease intangibles which are amortized over a period of 74 to 82 years.

Impairment of Long Lived Assets

The Company periodically evaluates long-lived assets, including definite lived intangible assets, primarily consisting of the Company’s real estate investments, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, market conditions and the Company’s current intentions with respect to holding or disposing of the asset are considered. The Company adjusts the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. An impairment loss is recognized at the time any such determination is made.

The Company did not record any impairment charges related to its real estate assets and related intangibles during any of the reporting periods presented.

40

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and all highly liquid short term investments with maturities of 90 days or less, when purchased.

Deferred Financing Costs

The Company amortizes deferred financing costs as a component of interest expense over the terms of the related borrowings using a method that approximates the effective interest rate method. Deferred financing costs are presented as a direct deduction from the carrying amount of the Mortgage Notes payable pursuant to ASU 2015-03 “Simplifying the Presentation of Debt Issuance Costs.”

Receivables and Other Assets

Receivables and other assets consist primarily of escrows held by lenders, net resident receivables, prepaid expenses and straight-line rent receivables. The Company assesses the collectibility of rent receivables on an ongoing basis, based on an assessment of several factors, including, resident payment history, the financial strength of the resident and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If the evaluation of these factors indicates it is probable that the Company will not be able to recover the full value of the receivable, the Company provides a specific reserve against the portion of the receivable that the Company estimates may not be recovered.

Deferred Revenue

Deferred revenue primarily includes non-refundable community fees received by the Company when residents move in. Deferred revenue amounts are amortized into income on a straight-line basis over the average length of stay of the residents, and are included within accrued expenses and liabilities on the Consolidated Balance Sheets.

Income Taxes

New Senior has been operating so as to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (“Code”). Requirements for qualification as a REIT include various restrictions on ownership of stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. Distribution of the remaining balance may extend until timely filing of New Senior’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.

Certain activities are conducted through a taxable REIT subsidiary (“TRS”) and therefore are subject to federal and state income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases upon the change in tax status. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Senior recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes on the Consolidated Statements of Operations. As of December 31, 2014 and December 31, 2013, the Company had no uncertain tax positions.

For the Successor periods, the Company’s Consolidated Financial Statements have been prepared based upon the operations of the Company separate from those of Newcastle and include current and deferred income taxes calculated in accordance with the operations of the spin-off. During the Predecessor periods, the Company was treated as a disregarded single-member limited liability entity for U.S. federal and state income tax purposes and was not subject to income taxes.

41

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used by the Company in measuring fair value:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Stock Options

Options granted to New Senior’s directors are measured at fair value at the grant date with the related expense recognized over the service term, if any.

Equity

Net income earned prior to the spin-off is included in additional paid in capital instead of retained earnings since the accumulation of retained earnings began as of the date of spin-off from Newcastle.

Expense Recognition

Management Fee to Affiliate – During the Successor period and prior to the spin-off from Newcastle, this represents an amount of the management fee charged to Newcastle by the Manager and allocated to the Company. During the Successor period and after the spin-off from Newcastle, this represents amounts due to the Manager (as defined in Note 10) pursuant to the Management Agreement between the Manager and New Senior (as defined in Note 10).

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were $495, $336, and $71 for the year ended December 31, 2014, December 31, 2013, and the period from July 18, 2012 to December 31, 2012, respectively, and are included in property operating expense in the Consolidated Statements of Operations. Advertising costs were $76 for the period from January 1, 2012 to July 17, 2012 and are included in property operating expense in the Combined Statement of Operations.

42

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. This update is effective for New Senior in the first quarter of 2015. New Senior does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements until it disposes of a component of its business in future periods.

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) issued ASU 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2017. Early application is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

In November 2014, the Emerging Issues Task Force (EITF) and FASB issued ASU 2014-17 Pushdown Accounting. The guidance will allow but not require an acquired entity to apply pushdown accounting upon acquisition by a new parent. It will give acquired entities that are businesses or nonprofit activities the option to apply pushdown accounting in their separate financial statements when an acquirer obtains control of them. The guidance represents a significant change from current practice which requires registrants to apply pushdown accounting when they become substantially wholly owned and prohibits pushdown accounting at ownership levels of less than 80%. The guidance is effective immediately from November 18, 2014. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with Topic 250, Accounting Changes and Error Corrections. This ASU is applicable to the Company as it is considered a variable interest entity (“VIE”) due to the terms of the Management Agreement with the Manager, and the Manager has been deemed the primary beneficiary. As the Manager is a wholly owned subsidiary of Fortress, Fortress is consolidating New Senior as of November 7, 2014, and New Senior has elected not to apply push down accounting.

In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact, if any, it may have on its Consolidated Financial Statements.

43

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, “Mortgage notes payable, net” is reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively, in the Consolidated Balance Sheets.

The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of these proposed changes are significant and could have a material impact on New Senior’s Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized.

44

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

3. ACQUISITIONS

During the year ended December 31, 2014, the Company completed the acquisitions of eight portfolios representing 16 senior housing properties for total consideration of $314,935, of which $195,144 was financed through debt issued in connection with the acquisitions, and the remainder paid in cash. Ten of these properties (nine AL/MC properties and one IL-only property) were integrated into the Company’s Managed Properties segment while the remaining six properties (four CCRC, one AL/MC and one IL-only (together, the “LCS Portfolio”)) are subject to triple net leases with a third party (“LCS”) and are included in the Company’s Triple Net Lease segment. Included in Resident fees and services, Rental revenue, and Net Loss is $16,327, $8,799, and $9,543, respectively, attributable to these acquisitions.

The Company has retained Holiday, Blue Harbor and JEA to manage two, seven and one of the properties, respectively, acquired in the Managed Properties segment during the year ended December 31, 2014.

During the year ended December 31, 2013, the Company completed the acquisitions of nine portfolios representing 72 senior housing properties. Seven of the portfolios (representing 21 properties) were integrated into the Company’s Managed Properties segment and the Company retained Holiday and Blue Harbor to manage 18 and three of the properties, respectively. Two portfolios (representing 51 properties) were integrated into the Triple Net Lease segment and were leased to Holiday.

The following table summarizes the acquisition date fair value of identifiable assets acquired and liabilities assumed in connection with the acquisitions completed in the years ended December 31, 2014 and December 31, 2013, in accordance with the acquisition method of accounting:

	2014 Acquisitions									2013 Acquisitions
	Managed Properties (A)			Triple Net Lease Properties			Total			Managed Properties (B)			Triple Net Lease Properties			Total
Real estate investments	$	116,674		$	143,869		$	260,543		$	268,011		$	937,596		$	1,205,607
In-place lease intangibles		15,301			39,894			55,195			31,673			57,830			89,503
Above/below market lease intangibles		—			819			819			—			5,049			5,049
Other intangibles		—			—			—			5,200			—			5,200
Assumed mortgage notes payable		—			—			—			(43,128	)		—			(43,128	)
Other assets, net of other liabilities		(70	)		(1,552	)		(1,622	)		(2,157	)		—			(2,157	)
Total Consideration		131,905			183,030			314,935			259,599			1,000,475			1,260,074
Mortgage notes payable		(80,144	)		(115,000	)		(195,144	)		(175,871	)		(719,350	)		(895,221	)
Net assets		51,761			68,030			119,791			83,728			281,125			364,853
Total acquisition related expenses	$	2,105		$	993		$	3,098		$	5,810		$	4,513		$	10,323

(A) Includes $50 for the fair value of earn-out consideration. The earn-out is limited to $750 as per the agreement.

(B) Includes $1,500 for the fair value of earn-out consideration. In 2014, this earn-out was remeasured to zero.

The Company’s acquisition accounting for transactions completed during the year ended December 31, 2014 is still preliminary (with the exception of properties acquired during the first quarter of 2014 for which the acquisition accounting has been finalized), pending the completion of various analyses and the finalization of estimates used in the determination of fair values. During the measurement period, additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary measurement of net assets acquired may be adjusted after obtaining additional information regarding, among other things, asset valuations (including market and other information with which to determine fair values), liabilities assumed, the analysis of assumed contracts, and revisions of previous estimates. These adjustments may be significant and will be accounted for retrospectively.

45

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

During the year ended December 31, 2014, measurement period adjustments were made based on the valuation of assets acquired and liabilities assumed. For the year ended December 31, 2014, the adjustments included a decrease of $18,379 to real estate investments, an increase of $18,164 to in-place lease intangibles, an increase of $141 to above/below market lease intangibles and an increase of $74 to other liabilities. None of the measurement period adjustments had a material impact on the Company’s previously reported results of operations.

The following table illustrates the effect of the acquisitions completed in the year ended December 31, 2014 on revenues and pre-tax net income (loss) as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	278,900		$	267,822
Pre-tax net Income (loss)	$	(55,028	)	$	(53,767	)

The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred as of January 1, 2013, nor are they necessarily indicative of future operating results.

4. SEGMENT REPORTING

As of December 31, 2014, the Company operated in two reportable business segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company invests in senior housing properties throughout the United States and engages property managers to manage those senior housing properties. Under its Triple Net Lease Properties segment, the Company invests in senior housing and healthcare properties throughout the United States and leases those properties to healthcare operating companies under triple net leases that obligate the tenants to pay all property-related expenses, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees.

The Company evaluates performance of the combined properties in each reportable business segment based on segment net operating income (“NOI”). The Company defines NOI as total revenues less property-level operating expenses, which include property management fees and travel cost reimbursements to affiliates. The Company believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, the Company believes that segment NOI serves as a useful supplement to net income because it allows investors, analysts and management to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis. Segment NOI should not be considered as an alternative to net income as determined in accordance with GAAP.

Interest expense, depreciation and amortization, general and administrative expense, acquisition, transaction and integration expense, management fee to affiliate, income tax expense, discontinued operations (if any) and other non-property specific revenues and expenses are not allocated to individual segments for purposes of assessing segment performance. There are no intersegment sales or transfers.

46

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

	Year Ended December 31, 2014
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	156,993	$	156,993
Rental revenue		97,992		—		97,992
Less: Property operating expense		—		112,242		112,242
Segment NOI	$	97,992	$	44,751	$	142,743
Depreciation and amortization						103,279
Interest expense						57,026
Acquisition, transaction and integration expense						14,295
Management fee to affiliate						8,470
General and administrative expense						7,416
Other (income) and expense						(1,500	)
Income tax expense						160
Net loss					$	(46,403	)
	Year Ended December 31, 2013
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	83,218	$	83,218
Rental revenue		1,918		—		1,918
Less: Property operating expense		—		59,726		59,726
Segment NOI	$	1,918	$	23,492	$	25,410
Depreciation and amortization						26,933
Interest expense						10,589
Acquisition, transaction and integration expense						13,294
Management fee to affiliate						1,796
General and administrative expense						2,188
Income tax expense						656
Net loss					$	(30,046	)

47

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

	Managed Properties
	Successor			Predecessor
	For the period from July 18, 2012 to December 31, 2012			For the period from January 1, 2012 to July 17, 2012
Revenues
Resident fees and services	$	18,000		$	19,680
Less: Property operating expense		13,011			13,778
Segment NOI	$	4,989		$	5,902
Depreciation and amortization		5,784			1,203
Interest expense		1,767			2,534
Acquisition, transaction and integration expense		6,037			—
Management fee to affiliate		464			—
General and administrative expense		274			20
Income tax expense		150			—
Net loss	$	(9,487	)	$	2,145

Property operating expense includes property management fees and travel reimbursement costs. The Company also reimbursed the Property Managers for property-level payroll expenses. See Note 10 for additional information on these expenses.

Assets by reportable business segment are as follows:

	December 31, 2014					December 31, 2013
	Amount		Percentage			Amount		Percentage
Assets:
Triple Net Lease Properties	$	1,175,690		59.8	%	$	1,001,590		66.4	%
Managed Properties		790,469		40.2	%		506,026		33.6	%
Total Assets	$	1,966,159		100.0	%	$	1,507,616		100.0	%

Capital expenditures, including investments in real estate property, by reportable business segment are as follows:

	Year Ended December 31, 2014					Year Ended December 31, 2013
	Amount		Percentage			Amount		Percentage
Capital Expenditures:
Triple Net Lease Properties	$	—		—		$	—		—
Managed Properties		8,538		100	%		3,502		100	%
Total Capital Expenditures	$	8,538		100	%	$	3,502		100	%

The tenant for the Holiday Portfolios, an affiliate of Fortress, accounted for 35% of the total revenues for the year ended December 31, 2014. The Company’s properties in Florida and Texas accounted for approximately 25.2% and 12.9% of the Company’s revenues for the year ended December 31, 2014, respectively. None of the Company’s other properties accounted for more than 10% of the Company’s revenues.

48

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

5. REAL ESTATE INVESTMENTS

	December 31, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value		Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value
Land	$	138,799	$	—		$	138,799	$	102,064	$	—		$	102,064
Building and improvements		1,434,200		(43,164	)		1,391,036		1,220,578		(8,359	)		1,212,219
Furniture, fixtures and equipment		65,930		(13,824	)		52,106		50,786		(2,167	)		48,619
Total	$	1,638,929	$	(56,988	)	$	1,581,941	$	1,373,428	$	(10,526	)	$	1,362,902

Depreciation expense for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012 was $46,622, $8,984 and $1,559, respectively. Depreciation expense for the period from January 1, 2012 to July 17, 2012 was $1,203.

The following tables summarize the Company’s real estate intangibles as of December 31, 2014 and December 31, 2013:

	December 31, 2014									December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period		Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period
Above/below market lease intangibles, net	$	5,868	$	(167	)	$	5,701		52.1 years	$	5,049	$	(3	)	$	5,046		57.5 years
In-place lease intangibles		166,951		(77,889	)		89,062		2.3 years		112,214		(21,824	)		90,390		2.5 years
Other intangibles		5,796		(965	)		4,831		9.6 years		5,800		(347	)		5,453		9.5 years
Total intangibles	$	178,615	$	(79,021	)	$	99,594			$	123,063	$	(22,174	)	$	100,889

Amortization expense for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012 was $56,776, $17,949 and $4,225, respectively. Amortization expense for the period from January 1, 2012 to July 17, 2012 was zero. Accretion of below market leases of $119, $3 and $0 is included in rental revenue for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively.

Estimated future amortization of intangible assets is as follows:

Years Ending December 31
2015	$	59,330
2016		31,338
2017		784
2018		600
2019		484
Thereafter		7,058
Total	$	99,594

49

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

6. RECEIVABLES AND OTHER ASSETS, NET

	December 31, 2014		December 31, 2013
Straight line rent receivables	$	26,454	$	522
Escrows held by lenders (A)		10,768		2,834
Other receivables		5,845		1,119
Prepaid expenses		3,217		2,444
Resident receivables, net		3,162		2,993
Deferred tax asset		4,672		1,179
Security deposits		1,225		1,289
Income tax receivable		1,870		—
Other assets		1,034		1,052
	$	58,247	$	13,432

(A) Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior’s properties.

Following is a summary of the allowance for doubtful accounts and the related provision for resident receivables:

Allowance for Doubtful Accounts:	Balance at Beginning of Year		Charged to Bad Debt		Writeoffs, Net of Recoveries			Balance at End of Year
January 1, 2012 - July 17, 2012	$	1	$	—	$	(1	)	$	—
July 18, 2012 - December 31, 2012		—		11		(2	)		9
Year ended December 31, 2013		9		314		(20	)		303
Year ended December 31, 2014	$	303	$	922	$	(1,035	)	$	190

50

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

7. DEFERRED FINANCING COSTS

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company has elected to early adopt the provisions of this ASU and is retrospectively applying this standard to all prior periods, as set forth below:

	December 31, 2014							December 31, 2013
	Previous Presentation		Adjustment			Current Presentation		Previous Presentation		Adjustment			Current Presentation
Assets:
Deferred financing costs, net	$	36,206	$	(36,206	)	$	—	$	41,979	$	(41,979	)	$	—
Liabilities:
Mortgage notes payable, net	$	1,259,430	$	(36,206	)	$	1,223,224	$	1,077,172	$	(41,979	)	$	1,035,193

The deferred financing costs summarized in the following table are presented as a reduction to “Mortgage notes payable, net” in the Consolidated Balance Sheets.

	December 31, 2014			December 31, 2013
Gross carrying amount	$	45,569		$	43,011
Accumulated amortization		(9,363	)		(1,032	)
Deferred financing costs, net	$	36,206		$	41,979

Amortization of deferred financing costs is reported within interest expense in the Consolidated Statements of Operations.

51

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

8. MORTGAGE NOTES PAYABLE, NET

			December 31, 2014						December 31, 2013
	Final Stated Maturity	Stated Interest Rate	Outstanding Face Amount		Carrying Value (A)		Weighted Average Maturity (Years)		Outstanding Face Amount		Carrying Value (A)
Managed Properties
Fixed Rate (B)(C)	Aug 2018-Mar 2020	1.60% to 4.93%	$	156,763	$	154,696		4.3	$	159,228	$	155,694
Floating Rate (D)	Aug 2016-Sep 2019	LIBOR +2.75% to LIBOR +3.75%		278,424		275,689		3.3		198,584		196,110
Triple Net Lease Properties
Fixed Rate (E)	Jan 2021-Jan 2024	3.83% to 8.00%		708,383		679,333		7.1		719,350		683,389
Floating Rate	Oct 2017	LIBOR + 3.25%		115,000		113,506		2.8		—		—
Total			$	1,258,570	$	1,223,224		5.5	$	1,077,162	$	1,035,193

(A) The totals are reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively.

(B) Includes a loan with an outstanding face amount of $11,432, as of December 31, 2014, which has an interest rate based on the applicable U.S. Treasury Security rates for the first two years. The interest rate is 4.5%, 4.75% and 5.0% for years three through five, respectively.

(C) Includes loans with an outstanding face amount of $40,584, as of December 31, 2014, for which the Company bought down the interest rate to 4.0% for the first two years. The interest rate will range from 5.99% to 6.76% thereafter.

(D) Includes floating rate mortgage loans with a total carrying value of $164,974, as of December 31, 2014, which have a LIBOR floor of 1.0%.

(E) Includes loans with an outstanding face amount of $356,818 and $312,157, as of December 31, 2014, for which the Company bought down the interest rates to 4.00% and 3.83%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.56%, respectively, thereafter.

The carrying value of collateral relating to fixed rate and floating rate mortgages was $1,130,582 and $524,996 as of December 31, 2014 and $1,193,616 and $269,117 as of December 31, 2013, respectively.

The Company’s mortgage notes payable have contractual maturities as follows:

2015	$	17,046
2016		42,302
2017		204,128
2018		206,774
2019		140,657
Thereafter		647,663
Total	$	1,258,570

The Company’s mortgage notes payable contain various customary financial and other covenants, in some cases including Debt Service Coverage Ratio and Project Yield, as defined in the agreements. The Company was in compliance with the covenants in its mortgage notes payable agreements as of December 31, 2014.

The fair values of mortgage notes payable as of December 31, 2014 and December 31, 2013 was $1,283,109 and $1,075,390, respectively. Mortgage notes payable are not measured at fair value in the Consolidated Balance Sheets. The disclosed fair

52

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

value of mortgage notes payable, classified as level 3 within the fair value hierarchy, is based on a discounted cash flow valuation model. Significant inputs in the model include amounts and timing of expected future cash flows and market yields which are constructed based on inputs implied from similar debt offerings.

53

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

9. ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31, 2014		December 31, 2013
Security deposits payable	$	50,917	$	43,679
Accounts payable		6,058		2,578
Mortgage interest payable		3,651		1,237
Deferred community fees, net		3,113		1,686
Rent collected in advance		2,530		1,660
Deferred tax liability		—		853
Property tax payable		1,627		774
Contingent consideration		50		1,500
Income tax payable		—		243
Other liabilities		4,295		4,484
	$	72,241	$	58,694

The Company incurred $2,486, $1,519 and $426 in workers’ compensation expense during the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The Company incurred $462 in workers’ compensation expense during the period from January 1, 2012 to July 17, 2012.

10. TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

Management Agreements

In conjunction with the spin-off, New Senior entered into a management agreement (the “Management Agreement”) with the Manager dated November 6, 2014 (effective November 7, 2014), under which the Manager advises the Company on various aspects of its business and manages its day-to-day operations, subject to the supervision of the Company’s board of directors. For its management services, the Manager is entitled to a fee of 1.5% per annum of the Company’s gross equity. Gross equity is generally defined as the equity invested by Newcastle as of the distribution date calculated and payable monthly in arrears in cash, plus the aggregate offering price from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock. Between November 7, 2014 and December 31, 2014, the Company incurred $1,860 in management fees under the Management Agreement which has been included in the management fee to affiliate caption of the Consolidated Statements of Operations.

The Manager is entitled to receive, on a quarterly basis, incentive compensation on a cumulative, but not compounding basis, in an amount equal to the product of (A) 25% of the dollar amount by which (1)(a) funds from operations (as defined in the Management Agreement) before the incentive compensation per share of common stock, plus (b) gains (or losses) from sales of property per share of common stock, plus (c) internal and third party acquisition-related expenses, plus (d) unconsummated transaction expenses, and plus (e) Other Non-Routine Items, exceed (2) an amount equal to (a) the weighted average value per share of the equity invested by Newcastle in the assets of the Company (including total cash contributed to the Company) as of the distribution date and the price per share of the Company’s common stock in any offerings by the Company (adjusted for prior capital dividends or capital distributions, which shall be calculated without regard to depreciation and amortization) multiplied by (b) a simple interest rate of 10% per annum, multiplied by (B) the weighted average number of shares of common stock outstanding. The Manager earned no incentive compensation during the period from November 7, 2014 to December 31, 2014.

Because the Manager’s employees perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the Manager is paid or reimbursed for the cost of performing

54

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

such tasks, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis. The Company is also required to pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The Company is required to pay expenses that include, but are not limited to, issuance and transaction costs incidental to the sourcing, evaluation, acquisition, management, disposition, and financing of the Company’s investments, legal, underwriting, sourcing, asset management and auditing fees and expenses, the compensation and expenses of independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Company, the costs of printing and mailing proxies and reports to the Company’s stockholders, costs incurred by employees or agents of the Manager for travel on the Company’s behalf, costs associated with any computer software or hardware that is solely used by the Company, costs to obtain liability insurance to indemnify directors and officers and the compensation and expenses of the Company’s transfer agent. During the period from November 7, 2014 to December 31, 2014, the Company reimbursed the Manager for $1,551 for other tasks and services under the Management Agreement.

As of, and for the Successor periods prior to, November 6, 2014, the Company was not party to a stand-alone management agreement with the Manager. However, the Company was allocated a portion of the fees paid by Newcastle to the Manager for management services in the amount of $6,610, $1,796 and $464 for the period from January 1, 2014 to November 6, 2014, for the year ended December 31, 2013 and for the period from July 18, 2012 to December 31, 2012, respectively.

Newcastle’s management agreement with the Manager provides that Newcastle reimburses the Manager for various expenses incurred by the Manager or its officers, employees and agents on its behalf, including costs of legal, accounting, tax, auditing, administrative and other similar services rendered for Newcastle by providers retained by the Manager or, if provided by the Manager’s employees, based on amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Newcastle’s Manager was also entitled to receive an incentive return on a cumulative, but not compounding basis, and subject to certain performance targets and contingent events. Because none of the conditions requiring an incentive payment by Newcastle to the Manager were met, no incentive expense was allocated to the Company. As such, no incentive expense was allocated to the Company.

Property Management Agreements

Within the Company’s Managed Properties segment, the Company is party to Property Management Agreements with Blue Harbor and Holiday, both affiliates of Fortress, to manage a portion of its senior housing properties. Pursuant to these Property Management Agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For IL-only properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 5% of effective gross income. Property management fees are included in property operating expense. Property operating expense for Property Managers affiliated with Fortress include property management fees of $9,327, $4,976 and $1,082 and travel reimbursement costs of $318, $181 and $35 for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The payroll expense is structured as a reimbursement to the Property Manager, who is the employer of record. The Company reimbursed the Property Managers affiliated with Fortress for approximately $58,017, $32,520 and $6,761 of property-level payroll expenses relating to the Company’s operations during the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The Property Management Agreements with affiliated managers have an initial term of 10 years and provide for automatic one-year extensions after the initial term, subject to termination rights.

During the Predecessor period, the Company was party to property management agreements with Regent Assisted Living, Inc. and BPM Senior Housing Company to manage its senior housing properties. BPM Senior Housing Company was also the employer of record. Pursuant to these property management agreements, the Company paid management fees equal to 5% of

55

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

the property’s effective gross income, as defined in the respective agreements. During the period from January 1, 2012 to July 17, 2012, property management fees expensed in property operating expense amounted to $988. Additionally, the Company reimbursed payroll costs of $3,538 for the period from January 1, 2012 to July 17, 2012.

Triple Net Lease Agreements

Within the Company’s Triple Net Lease segment, the Company is party to triple net master leases with the tenant for the Holiday Portfolios. Pursuant to the leases, the tenant pays monthly lease payments at a fixed rate through the lease term which expires in 2031. For the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, such payments amounted to $65,031, $1,399 and $0, respectively.

56

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

11. INCOME TAXES

New Senior has been operating so as to qualify as a REIT under the requirements of the Code. However, certain of the Company’s activities are conducted through its TRS and therefore are subject to federal and state income taxes at regular corporate tax rates.

During the Predecessor periods, the Company was treated as a disregarded single-member limited liability for U.S. federal and state income tax purposes and was not subject to income taxes. Accordingly, amounts included below apply only to the Successor period.

The provision for income taxes consists of the following:

	Successor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013		For the period from July 18, 2012 to December 31, 2012
Current
Federal	$	(925	)	$	437	$	501
State and local		170			93		101
Total current provision		(755	)		530		602
Deferred
Federal		907			116		(404	)
State and local		8			10		(48	)
Total deferred provision		915			126		(452	)
Total provision for income taxes	$	160		$	656	$	150

During the year ended December 31, 2014, December 31, 2013, and the period from July 18, 2012 to December 31, 2012, New Senior’s TRS recorded approximately $160, $656 and $150 in current and deferred income tax expense, respectively. Generally, the Company’s effective tax rate differs from the federal statutory rate as a result of state and local taxes and non-taxable REIT income. The table below provides a reconciliation of the Company’s provision, based on the statutory rate of 35%, to the effective tax rate.

	Successor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013			For the Period from July 18, 2012 to December 31, 2012
Statutory U.S. Federal income tax rate		35.00	%		35.00	%		35.00	%
Non-taxable REIT (loss)		(35.03	)%		(36.90	)%		(36.42	)%
State and local taxes		(0.29	)%		(0.24	)%		(0.19	)%
Other		(0.03	)%		(0.09	)%		—
Effective income tax rate		(0.35	)%		(2.23	)%		(1.61	)%

57

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2014, 2013 and 2012 are presented below:

	Successor
	December 31, 2014		December 31, 2013		December 31, 2012
Deferred tax assets:
Depreciation and amortization	$	837	$	—	$	4
Prepaid fees and rent		2,091		1,156		448
Net operating loss		1,724		—		—
Other		20		23		—
Total deferred tax assets		4,672		1,179		452
Less valuation allowance		—		—		—
Net deferred tax assets		4,672		1,179		452
Deferred tax liabilities:
Depreciation and amortization		—		853		—
Deferred revenues		—		—		—
Total deferred tax liabilities		—		853		—
Total net deferred tax assets (liabilities)	$	4,672	$	326	$	452

On the Consolidated Balance Sheets, deferred tax assets are recorded within receivables and other assets and deferred tax liabilities are recorded within accrued expenses and other liabilities.

As of December 31, 2014, New Senior had a loss carryforward of approximately $4,149 for federal income tax purposes. The net operating loss carryforward can generally be used to offset future taxable income, if and when it arises. The net operating loss carryforward will expire in 2034.

In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. New Senior has not recorded a valuation allowance against its deferred tax assets as of December 31, 2014, as management believes that it is more likely than not that its deferred tax assets will be realized.

New Senior and its TRS file income tax returns with the U.S. federal government and various state and local jurisdictions. New Senior is no longer subject to tax examinations by tax authorities for tax years ended December 31, 2012, December 31, 2013 and December 31, 2014. New Senior recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Generally, New Senior has assessed its tax positions for all open years, which includes 2012 to 2014, and concluded that there are no material uncertainties to be recognized. Interest and penalties, if any, on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations.

58

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

12. EQUITY AND EARNINGS PER SHARE

Equity and Dividends

On November 6, 2014, the spin-off of New Senior was effected as a taxable pro rata distribution of all of the outstanding shares of common stock of New Senior to the holders of Newcastle common stock. Newcastle distributed one share of New Senior common stock for each share of Newcastle common stock held by Newcastle stockholders of record as of the record date, October 27, 2014. The distribution occurred on November 6, 2014. The distribution ratio was based on the number of Newcastle shares outstanding of 66,399,857.

In connection with the spin-off, Newcastle contributed to New Senior all of its investments in senior housing properties, any liabilities relating to these properties and a cash and cash equivalents balance of $245,244.

On October 23, 2014, the Company’s certificate of incorporation was amended so that its authorized capital stock now consists of 2 billion shares of common stock, par value $0.01 per share and 100 million shares of preferred stock, par value $0.01 per share. On the spin-off date, there were 66,399,857 issued and outstanding shares of common stock which was based on the number of Newcastle’s shares of common stock outstanding on October 27, 2014 and a distribution ratio of one share of New Senior common stock for each share of Newcastle common stock.

On December 19, 2014, New Senior’s board of directors declared a dividend of $15,276, or $0.23 per share, payable to shareholders of record on January 2, 2015. This dividend was paid on January 30, 2015.

1,071,658 shares of New Senior’s common stock were held by Fortress, through its affiliates, and its principals as of December 31, 2014.

Option Plan

Effective upon the spin-off, the Company has a Nonqualified Stock Option and Incentive Award Plan (the “Plan”) which provides for the grant of equity-based awards, including restricted stock, stock options, stock appreciation rights, performance awards, tandem awards and other equity-based and non-equity based awards, in each case to the Manager and to the directors, officers, employees, service providers, consultants and advisors of the Manager who perform services for New Senior and to New Senior’s directors, officers, service providers, consultants and advisors. New Senior has initially reserved 30 million shares of its common stock for issuance under the Plan; on the first day of each fiscal year beginning during the ten-year term of the Plan in and after calendar year 2014, that number will be increased by a number of shares of New Senior’s common stock equal to 10% of the number of shares of common stock newly issued by New Senior during the immediately preceding fiscal year. New Senior’s board of directors may also determine to issue options to the Manager that are not subject to the Plan, provided that the number of shares underlying any options granted to the Manager in connection with capital raising efforts would not exceed 10% of the shares sold in such offering and would be subject to NYSE rules.

Prior to the spin-off, Newcastle had issued rights relating to shares of Newcastle’s common stock (the “Newcastle options”) to the Manager in connection with capital raising activities. In connection with the spin-off, 5.5 million options that were held by the Manager, or by the directors, officers or employees of the Manager, were converted into an adjusted Newcastle option and a right relating to a number of shares of New Senior common stock (the “New Senior option”). The exercise price of each adjusted Newcastle option and New Senior option was set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the spin-off and to maintain the ratio of the exercise price of the adjusted Newcastle option and the New Senior option, respectively, to the fair market value of the underlying shares as of the spin-off date, in each case based on the five day average closing price subsequent to the spin-off date. The options expire between January 12, 2015 and August 18, 2024.

59

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Upon joining the board, non-employee directors were, in accordance with the Plan, granted options relating to an aggregate of 20,000 shares of common stock. The fair value of such options was not material at the date of grant.

In December 2014, New Senior issued an aggregate of 1,370 shares of its common stock to independent directors as compensation for their services.

New Senior’s outstanding options are summarized as follows:

	December 31, 2014						December 31, 2013
	Issued Prior to 2012		Issued in 2012- 2014		Total		Issued Prior to 2012		Issued in 2012- 2013		Total
Held by the Manager		623,623		4,368,129		4,991,752		715,258		3,866,906		4,582,164
Issued to the Manager and subsequently transferred to certain of the Manager’s employees		42,202		466,645		508,847		290,929		216,668		507,597
Issued to the independent directors		—		20,000		20,000		—		666		666
Total		665,825		4,854,774		5,520,599		1,006,187		4,084,240		5,090,427

The following table summarizes New Senior’s outstanding options as of December 31, 2014. The last sale price on the NYSE for New Senior’s common stock in the year ended December 31, 2014 was $16.45 per share.

Recipient	Date of Grant/ Exercise (A)	Number of Options			Options Exercisable as of December 31, 2014		Weighted Average Exercise Price (B)		Intrinsic Value as of December 31, 2014 (millions)
Directors	November 2014		20,000			667	$	17.21		—
Manager (C)	2004 - 2007		227,073			199,993	$	56.99		—
Manager (C)	March 2011		182,527			182,527	$	7.18	$	1.7
Manager (C)	September 2011		283,305			283,305	$	4.09	$	3.5
Manager (C)	April 2012		311,191			306,991	$	7.66	$	2.7
Manager (C)	May 2012		377,495			372,440	$	8.75	$	2.9
Manager (C)	July 2012		416,522			397,869	$	8.71	$	3.2
Manager (C)	January 2013		958,331			734,720	$	14.42	$	1.9
Manager (C)	February 2013		383,331			281,109	$	16.85		—
Manager (C)	June 2013		670,829			402,497	$	17.89		—
Manager (C)	November 2013		965,847			418,534	$	19.23		—
Manager (C)	August 2014		765,416			102,055	$	20.89		—
Exercised (D)	December 2014		(14,188	)		N/A	$	8.41		N/A
Expired unexercised	2004		(27,080	)		N/A	$	61.11		N/A
Outstanding			5,520,599			3,682,707	$	16.33

(A) Options expire on the tenth anniversary from date of grant.

(B) The strike prices are subject to adjustment in connection with return of capital dividends.

(C) The Manager assigned certain of its options to Fortress’s employees as follows:

Date of Grant	Range of Strike Prices		Total Unexercised Inception to Date
2004 - 2007	$	53.26-60.92		42,202
2012	$	7.66-8.75		199,988
2013	$	14.42-19.23		266,657
Total				508,847

(D) The options were exercised by a former employee of Fortress for an equal amount of New Senior shares.

60

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Earnings Per Share

New Senior is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. New Senior’s common stock equivalents are its outstanding stock options.

Basic and Diluted EPS for all periods prior to the spin-off reflect the number of distributed shares on November 7, 2014, or 66.4 million shares. For 2014 year-to-date calculations, these shares are treated as issued and outstanding from January 1, 2014 for purposes of calculating historical basic EPS, similar to a stock split. At the time of the spin-off, the Newcastle options were converted to awards of New Senior, and, therefore, there were no potentially dilutive securities outstanding for historical periods. For 2014, the Company determined its weighted average diluted shares outstanding assuming that the date of New Senior’s separation from Newcastle was the beginning of the period.

During the fiscal year ended December 31, 2014, 162,563 potentially dilutive shares were excluded given the Company’s loss position. During the years ended December 31, 2013 and December 31, 2012, there were no potentially dilutive shares outstanding as EPS for those periods assumes the same number of shares outstanding as issued upon its spin-off from Newcastle.

13. CONCENTRATION OF CREDIT RISK

As of December 31, 2014, December 31, 2013 and December 31, 2012, Blue Harbor and Holiday managed and operated approximately 32%, 32% and 100%, of the Company’s real estate investments (based on their carrying amount), respectively. Also, as of December 31, 2014, December 31, 2013 and December 31, 2012, senior housing properties under triple net master leases constituted approximately 67%, 68% and 0%, respectively, of the Company’s real estate investments (based on their carrying amount).

Managed Properties

Blue Harbor and Holiday managed 96.5%, 100% and 100% of segment real estate investment; 99.8%, 100% and 100% of segment revenue; and 99.7%,100% and 100% of segment NOI as of and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012, respectively.

Because Blue Harbor and Holiday manage, but do not lease New Senior’s properties in the Managed Properties segment, the Company is not directly exposed to their credit risk in the same manner or to the same extent as the Company’s triple net lease tenants. However, the Company relies on Blue Harbor and Holiday’s personnel, expertise, accounting resources and information systems, proprietary information, good faith and judgment to manage the Company’s properties efficiently and effectively. New Senior also relies on Blue Harbor and Holiday to otherwise operate the Company’s properties in compliance with the terms of the Property Management agreements, although the Company has various rights as the property owner to terminate and exercise remedies under the Property Management agreements. Blue Harbor’s and Holiday’s inability or unwillingness to satisfy their obligations under those agreements, to efficiently and effectively manage the Company’s properties, or to provide timely and accurate accounting information could have a material adverse effect on the Company. In addition, significant changes in Blue Harbor’s and Holiday’s senior management or adverse developments in their business and affairs or financial condition could have a material adverse effect on the Company.

Triple Net Lease Properties

For the year ended December 31, 2014, December 31, 2013, and for the period from July 18, 2012 through December 31, 2012, approximately 35.0%, 2.3% and 0% respectively, of New Senior’s total revenues and 62.5%, 7.8% and 0% respectively, of segment NOI were derived from lease agreements with the tenant for the Holiday Portfolios, an affiliate of Fortress.

61

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Triple net leases obligate the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of these leases has guaranty and cross-default provisions tied to other leases with the same tenant.

Because the properties leased to the tenant for the Holiday Portfolios account for a significant portion of total revenues and NOI, the Company’s financial condition and results of operations could be weakened and the Company’s ability to service its indebtedness and to make distributions to stockholders could be limited if the tenant for the Holiday Portfolios becomes unable or unwilling to satisfy its obligations to the Company or to renew leases with the Company upon expiration of the terms thereof. New Senior cannot assure that the tenant for the Holiday Portfolios will have sufficient assets, income and access to financing to enable it to satisfy its respective obligations to the Company, and any inability or unwillingness by the tenant for the Holiday Portfolios to do so could have a material adverse effect on the Company’s business, financial condition, results of operations and liquidity, the Company’s ability to service its indebtedness and other obligations and ability to make distributions to stockholders, as required for the Company to continue to qualify as a REIT. New Senior also cannot assure that the tenant for the Holiday Portfolios will elect to renew leases with the Company upon expiration of the terms thereof or that New Senior will be able to reposition any properties that are not renewed on a timely basis or on the same or better economic terms, if at all.

Each triple net master lease includes (i) a covenant requiring the tenant for the Holiday Portfolios to maintain a minimum lease coverage ratio, which the triple net master lease defines as net operating income less a reserve for capital expenditures for the applicable trailing 12-month period for the Holiday Portfolios divided by the base rental revenue for such trailing 12-month period, which steps up during the term of the lease and is subject to certain cure provisions, (ii) minimum capital expenditure requirements, (iii) customary operating covenants, events of default, and remedies, (iv) a non-compete clause restricting certain affiliates of the tenant for the Holiday Portfolios from developing or constructing new independent living properties within a specified radius of any property acquired by the Company in this transaction, and (v) restrictions on a change of control of the tenant for the Holiday Portfolios and Guarantor (as defined below), subject to certain exceptions. The triple net master leases also require the tenant for the Holiday Portfolios to fund a security deposit in the amount of approximately $43,400, which serves as security for the tenant for the Holiday Portfolios’ performance of its obligations to the Company. Additionally, the tenant for the Holiday Portfolios granted the Company a first priority security interest in certain personal property and receivables arising from the operations of the Holiday Portfolios, which security interest also secures the tenant for the Holiday Portfolios’ obligations under the triple net master leases. The tenant for the Holiday Portfolios’ obligations to the Company under the triple net master leases are further guaranteed by Holiday AL Holdings LP, (the “Guarantor”), an affiliate of Fortress. The Guarantor is required to maintain a minimum net worth of $150,000, a minimum fixed charge coverage ratio of 1.10 and a maximum leverage ratio of 10 to 1.

14. FUTURE MINIMUM RENTS

The following table sets forth future contracted minimum rental receipts from tenants within the Triple Net Lease Properties segment, excluding contingent payment escalations, as of December 31, 2014:

	Total
2015	$	82,439
2016		86,040
2017		89,798
2018		92,882
2019		95,972
Thereafter		1,269,839
Total	$	1,716,970

62

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

15. COMMITMENTS AND CONTINGENCIES

As of December 31, 2014, management believes there are no material contingencies that would affect the Company’s results of operations, cash flows or financial position.

Certain Obligations, Liabilities and Litigation

The Company may be subject to various obligations, liabilities and litigation assumed in connection with or arising out of its acquisitions or otherwise arising in connection with its on-going business. Some of these liabilities may be indemnified by third parties. However, if these liabilities are greater than expected or were not known to the Company at the time of acquisition, if the Company is not entitled to indemnification, or if the responsible third party fails to indemnify the Company for these liabilities, such obligations, liabilities and litigation could have a material adverse effect on the Company. In addition, in connection with the sale or leasing of properties, the Company may incur various obligations and liabilities, including indemnification obligations, relating to the operations of those properties, which could have a material adverse effect on the Company’s financial position, cash flows and results of operations.

Certain Tax-Related Covenants

If New Senior is treated as a successor to Newcastle under applicable U.S. federal income tax rules, and if Newcastle fails to qualify as a REIT, New Senior could be prohibited from electing to be a REIT. Accordingly, Newcastle has (i) represented that it has no knowledge of any fact or circumstance that would cause New Senior to fail to qualify as a REIT, (ii) covenanted to use commercially reasonable efforts to cooperate with New Senior as necessary to enable New Senior to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to New Senior and its tax counsel with respect to the composition of Newcastle’s income and assets, the composition of its stockholders and its operation as a REIT, and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Newcastle’s taxable years ending on or before December 31, 2015 (unless Newcastle obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that Newcastle’s failure to maintain its REIT status will not cause New Senior to fail to qualify as a REIT under the successor REIT rule referred to above).

Proceedings Indemnified and Defended by Third Parties

From time to time, the Company is party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold the Company harmless. While the Company is presently not being defended by any tenant and other obligated third parties in these types of matters, there is no assurance that its tenants, their affiliates or other obligated third parties will continue to defend the Company in these matters, or that such parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to the Company.

Environmental Costs

As a commercial real estate owner, the Company is subject to potential environmental costs. As of December 31, 2014, management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s financial position or results of operations.

63

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

Capital Improvement, Repair and Lease Commitments

The Company is committed to making $6,500 available for capital improvements to the triple net lease properties under the LCS Portfolio and also agreed to make available an additional $9,000 at certain intervals over the 15 year lease period to be used for further capital improvements. Upon funding the capital improvements, the Company will be entitled to a rent increase. No capital improvements and repairs have been funded as of December 31, 2014. The Company has two ground leases with initial terms of 74 and 82 years. Both ground leases require equal annual rent payments that amount to an aggregate $368 over the life of the leases.

64

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

16. SUBSEQUENT EVENTS

These Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to December 31, 2014 (referred to as subsequent events) through the issuance of the Consolidated Financial Statements.

On January 22, 2015, the Company consummated the acquisition of a four property portfolio, the “CSL Portfolio” for total consideration of $36,299. The CSL Portfolio consists of four IL-only properties and will be included in the Company’s Managed Properties segment.

The following table illustrates the effect of the CSL Portfolio acquisition on revenues and pre-tax net income as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	9,846		$	9,582
Pre-tax net Income (loss)	$	(548	)	$	(676	)

On December 21, 2014, the Company entered into a Purchase and Sale Agreement with an affiliate of Hawthorn Retirement Group LLC to acquire 17 IL-only properties for approximately $435,000 in cash, subject to customary adjustments and prorations, which the Company intends to integrate into the Managed Properties segment. The acquisition is subject to various conditions, including the completion of due diligence, and is expected to close in March 2015.

65

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) FINANCIAL STATEMENTS

December 31, 2014, 2013, 2012

(dollars in thousands, except share data)

17. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

2014	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	57,835		$	59,623		$	67,145		$	70,382		$	254,985
Net operating income		32,276			33,427			38,369			38,671			142,743
Net income/(loss) before tax		(10,578	)		(10,403	)		(10,801	)		(14,461	)		(46,243	)
Income tax expense (benefit)		360			627			350			(1,177	)		160
Net income/(loss)	$	(10,938	)	$	(11,030	)	$	(11,151	)	$	(13,284	)	$	(46,403	)
Income (loss) per share of common stock
Basic and diluted		(0.16	)		(0.17	)		(0.17	)		(0.20	)		(0.70	)
Weighted average number of shares of common stock outstanding
Basic and diluted		66,399,857			66,399,857			66,399,857			66,404,051			66,400,914

2013	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	12,979		$	13,509		$	24,257		$	34,391		$	85,136
Net operating income		3,777			4,254			6,605			10,774			25,410
Net income/(loss) before tax		(1,956	)		(3,640	)		(8,612	)		(15,182	)		(29,390	)
Income tax expense (benefit)		211			436			67			(58	)		656
Net income/(loss)	$	(2,167	)	$	(4,076	)	$	(8,679	)	$	(15,124	)	$	(30,046	)
Income (loss) per share of common stock
Basic and diluted		(0.03	)		(0.06	)		(0.13	)		(0.23	)		(0.45	)
Weighted average number of shares of common stock outstanding
Basic and diluted		66,399,857			66,399,857			66,399,857			66,399,857			66,399,857

66

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(dollars in thousands)

		Location					Initial Cost to the Company								Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State		Encumbrances		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Costs Capitalized Subsequent to Acquisition		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Total (B)		Accumulated Depreciation			Net Book Value		Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Managed Properties
Desert Flower	AL/MC	Scottsdale		AZ		16,120		2,295		16,901		101		362		2,295		17,147		217		19,659		(1,215	)		18,444	1999/2005	2012	3-40 years
Sun Oak	AL/MC	Citrus Heights		CA		3,363		821		3,145		59		68		821		3,184		88		4,093		(255	)		3,838	1997/2011	2012	3-40 years
Orchard Park	AL/MC	Clovis		CA		15,086		1,126		16,889		45		241		1,126		17,035		140		18,301		(1,157	)		17,144	1998/2007	2012	3-40 years
Sunshine Villa	AL/MC	Santa Cruz		CA		19,533		2,243		21,082		58		349		2,243		21,264		225		23,732		(1,488	)		22,244	1990/NA	2012	3-40 years
Bradenton Oaks	AL/MC	Bradenton		FL		10,049		1,161		9,207		748		461		1,161		9,272		1,144		11,577		(612	)		10,965	1973/1988	2013	3-40 years
Summerfield	AL/MC	Bradenton		FL		15,346		1,367		14,361		1,247		410		1,367		14,444		1,574		17,385		(962	)		16,423	1988/NA	2013	3-40 years
The Grande	AL/MC	Brooksville		FL		9,816		1,754		8,537		568		332		1,754		8,681		756		11,191		(533	)		10,658	1960/2012	2013	3-40 years
Spring Oaks	AL/MC	Brooksville		FL		5,620		700		5,078		439		176		700		5,116		577		6,393		(365	)		6,028	1988/NA	2013	3-40 years
Barkley Place	AL/MC	Fort Myers		FL		10,688		1,929		9,159		1,040		301		1,929		9,320		1,180		12,429		(420	)		12,009	1988/NA	2013	3-40 years
Emerald Park	AL/MC	Hollywood		FL		5,037		897		4,165		509		492		897		4,329		837		6,063		(379	)		5,684	1998/NA	2013	3-40 years
The Plaza at Pembroke	AL/MC	Hollywood		FL		5,382		924		4,630		399		226		924		4,677		578		6,179		(329	)		5,850	1988/2012	2013	3-40 years
Balmoral	AL/MC	Lake Placid		FL		5,930		1,173		4,548		838		174		1,173		4,570		990		6,733		(457	)		6,276	2007/NA	2013	3-40 years
Lake Morton Plaza	AL/MC	Lakeland		FL		8,930		1,098		14,707		918		225		1,098		14,784		1,066		16,948		(833	)		16,115	1984/NA	2013	3-40 years
Bayside Terrace	AL/MC	Pinellas Park		FL		10,610		1,407		9,481		849		346		1,407		9,588		1,088		12,083		(652	)		11,431	1986/2007	2013	3-40 years
Village Place	AL/MC	Port Charlotte		FL		9,263		1,064		8,503		680		252		1,064		8,543		892		10,499		(560	)		9,939	1998/NA	2013	3-40 years
Royal Palm	AL/MC	Port Charlotte		FL		14,250		2,019		13,697		1,371		731		2,019		14,225		1,574		17,818		(917	)		16,901	1985/NA	2013	3-40 years
Renaissance	AL/MC	Sanford		FL		5,457		1,390		8,900		630		218		1,390		8,976		772		11,138		(557	)		10,581	1984/NA	2013	3-40 years
Forest Oaks	AL/MC	Spring Hill		FL		7,315		786		5,614		530		101		786		5,631		614		7,031		(398	)		6,633	1988/2006	2013	3-40 years
Sunset Lake Village	AL/MC	Venice		FL		13,710		1,073		13,254		838		170		1,073		13,288		974		15,335		(774	)		14,561	1998/NA	2013	3-40 years
Spring Haven	AL/MC	Winter Haven		FL		18,882		3,446		21,524		1,477		489		3,446		21,674		1,816		26,936		(1,293	)		25,643	1984/NA	2013	3-40 years
Willow Park	AL/MC	Boise		ID		12,583		1,456		13,548		58		173		1,456		13,665		114		15,235		(977	)		14,258	1997/2011	2012	3-40 years
Grandview	AL/MC	Peoria		IL		—		1,640		12,289		280		—		1,640		12,289		280		14,209		(33	)		14,176	2014	2014	3-40 years
Ashford Court	IL	Westland		MI		8,858		1,500		9,000		450		191		1,500		9,128		513		11,141		(331	)		10,810	1988/1992/1997	2014	3-40 years
The Gardens	AL/MC	Ocean Springs		MS		—		850		7,034		460		130		850		7,075		549		8,474		(83	)		8,391	1999 / 2004 / 2013	2014	3-40 years
Courtyards at Berne Village	AL/MC	New Bern		NC		14,191		1,657		12,892		1,148		261		1,657		12,957		1,344		15,958		(871	)		15,087	1985/2004	2013	3-40 years
Kirkwood Corners	AL/MC	Lee		NH		2,191		577		1,847		124		129		577		1,901		199		2,677		(59	)		2,618	1996	2014	3-40 years
Pines of New Market	AL/MC	Newmarket		NH		5,040		628		4,879		353		122		628		4,971		383		5,982		(134	)		5,848	1999	2014	3-40 years

67

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(dollars in thousands)

		Location					Initial Cost to the Company								Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State		Encumbrances		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Costs Capitalized Subsequent to Acquisition		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Total (B)		Accumulated Depreciation			Net Book Value		Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Pine Rock Manor	AL/MC	Warner		NH		8,375		780		8,580		378		165		780		8,665		458		9,903		(217	)		9,686	1994	2014	3-40 years
Manor at Woodside	IL	Poughkeepsie		NY		14,100		—		12,130		670		485		—		12,539		746		13,285		(734	)		12,551	2001/NA	2013	3-40 years
Lamplight	AL/MC	Dayton		OH		8,136		1,056		7,755		750		182		1,056		7,819		868		9,743		(375	)		9,368	1994/NA	2014	3-40 years
Regent Court	AL/MC	Corvallis		OR		5,034		1,044		4,974		8		133		1,044		5,049		66		6,159		(365	)		5,794	1999/NA	2012	3-40 years
Sheldon Park	AL/MC	Eugene		OR		18,113		929		20,662		91		188		929		20,816		125		21,870		(1,446	)		20,424	1998/NA	2012	3-40 years
Glen Riddle	AL/MC	Media		PA		16,875		1,931		16,169		870		267		1,931		16,316		990		19,237		(866	)		18,371	1995/NA	2013	3-40 years
Schenley Gardens	AL/MC	Pittsburgh		PA		8,250		3,227		11,521		410		447		3,227		11,768		610		15,605		(585	)		15,020	1996/NA	2013	3-40 years
Raintree	AL/MC	Knoxville		TN		7,637		643		8,642		490		106		643		8,673		565		9,881		(101	)		9,780	2012	2014	3-40 years
Powell	AL/MC	Powell		TN		5,901		761		6,482		310		60		761		6,489		363		7,613		(62	)		7,551	2013	2014	3-40 years
Windsor	AL/MC	Dallas		TX		33,750		5,580		31,306		1,250		151		5,580		31,404		1,303		38,287		(355	)		37,932	1972/2009	2014	3-40 years
Courtyards	AL/MC	Fort Worth		TX		16,101		2,140		16,671		672		396		2,140		16,927		812		19,879		(1,535	)		18,344	1986/NA	2012	3-40 years
Heritage Place	AL/MC	Bountiful		UT		8,806		570		9,558		50		887		570		10,030		465		11,065		(708	)		10,357	1978/2000	2012	3-40 years
Canyon Creek	AL/MC	Cottonwood Heights		UT		14,915		1,488		16,308		58		301		1,488		16,454		213		18,155		(1,159	)		16,996	2001/NA	2012	3-40 years
Chateau Brickyard	IL	Salt Lake City		UT		3,471		700		3,297		15		618		700		3,691		239		4,630		(279	)		4,351	1984/2007	2012	3-40 years
Golden Living	AL/MC	Taylorsville		UT		3,699		1,111		3,126		39		441		1,111		3,354		252		4,717		(313	)		4,404	1976/1994	2012	3-40 years
Heritage Oaks	IL	Richmond		VA		8,775		1,630		9,570		705		329		1,630		9,759		845		12,234		(523	)		11,711	1987/NA	2013	3-40 years
Managed Properties Total						435,188		60,571		461,622		22,983		12,286		60,571		467,487		29,404		557,462		(26,267	)		531,195
Triple Net Lease
Vista de la Montana	IL	Surprise		AZ		9,667		1,131		11,077		635		—		1,131		11,077		635		12,843		(425	)		12,418	1998/NA	2013	3-40 years
The Westmont	IL	Santa Clara		CA		14,152		—		18,049		754		—		—		18,049		754		18,803		(643	)		18,160	1991/NA	2013	3-40 years
Simi Hills	IL	Simi Valley		CA		19,673		3,209		21,999		730		—		3,209		21,999		730		25,938		(725	)		25,213	2006/NA	2013	3-40 years
Parkwood Estates	IL	Fort Collins		CO		14,653		638		18,055		627		—		638		18,055		627		19,320		(598	)		18,722	1987/NA	2013	3-40 years
Greeley Place	IL	Greeley		CO		11,143		237		13,859		596		—		237		13,859		596		14,692		(482	)		14,210	1986/NA	2013	3-40 years
Courtyard at Lakewood	IL	Lakewood		CO		12,041		1,327		14,198		350		—		1,327		14,198		350		15,875		(453	)		15,422	1992/NA	2013	3-40 years
Pueblo Regent	IL	Pueblo		CO		11,006		446		13,800		377		—		446		13,800		377		14,623		(433	)		14,190	1985/NA	2013	3-40 years
Village Gate	IL	Farmington		CT		20,407		3,591		23,254		268		—		3,591		23,254		268		27,113		(652	)		26,461	1989/NA	2013	3-40 years
Lodge at Cold Spring	IL	Rocky Hill		CT		19,879		—		25,807		605		—		—		25,807		605		26,412		(796	)		25,616	1998/NA	2013	3-40 years
Regency Residence	IL	Port Richey		FL		12,105		1,100		14,088		771		—		1,100		14,088		771		15,959		(522	)		15,437	1987/NA	2013	3-40 years
Desoto Beach Club	IL	Sarasota		FL		19,175		668		23,944		669		—		668		23,944		669		25,281		(765	)		24,516	2005/NA	2013	3-40 years
Cherry Laurel	IL	Tallahassee		FL		16,857		1,100		20,457		669		—		1,100		20,457		669		22,226		(679	)		21,547	2001/NA	2013	3-40 years
Palmer Hills	IL	Bettendorf		IA		9,658		1,488		10,878		466		—		1,488		10,878		466		12,832		(378	)		12,454	1990/NA	2013	3-40 years

68

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(dollars in thousands)

		Location					Initial Cost to the Company								Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State		Encumbrances		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Costs Capitalized Subsequent to Acquisition		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Total (B)		Accumulated Depreciation			Net Book Value		Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Illahee Hills	IL	Urbandale		IA		9,898		694		11,980		476		—		694		11,980		476		13,150		(415	)		12,735	1995/NA	2013	3-40 years
Blair House	IL	Normal		IL		11,721		329		14,498		627		—		329		14,498		627		15,454		(512	)		14,942	1989/NA	2013	3-40 years
Thornton Place	IL	Topeka		KS		11,649		327		14,415		734		—		327		14,415		734		15,476		(530	)		14,946	1998/NA	2013	3-40 years
Grasslands Estates	IL	Wichita		KS		14,559		504		17,888		802		—		504		17,888		802		19,194		(635	)		18,559	2001/NA	2013	3-40 years
Jackson Oaks	IL	Paducah		KY		15,417		267		19,195		864		—		267		19,195		864		20,326		(681	)		19,645	2004/NA	2013	3-40 years
Summerfield Estates	IL	Shreveport		LA		4,765		524		5,584		175		—		524		5,584		175		6,283		(180	)		6,103	1988/NA	2013	3-40 years
Blue Water Lodge	IL	Fort Gratiot		MI		12,840		62		16,034		833		—		62		16,034		833		16,929		(599	)		16,330	2001/NA	2013	3-40 years
Briarcrest Estates	IL	Ballwin		MO		13,872		1,255		16,509		525		—		1,255		16,509		525		18,289		(539	)		17,750	1990/NA	2013	3-40 years
Country Squire	IL	St. Joseph		MO		13,534		864		16,353		627		—		864		16,353		627		17,844		(561	)		17,283	1990/NA	2013	3-40 years
Orchid Terrace	IL	St. Louis		MO		21,473		1,061		26,636		833		—		1,061		26,636		833		28,530		(864	)		27,666	2006/NA	2013	3-40 years
Chateau Ridgeland	IL	Ridgeland		MS		6,658		967		7,277		535		—		967		7,277		535		8,779		(307	)		8,472	1986/NA	2013	3-40 years
Grizzly Peak	IL	Missoula		MT		13,208		309		16,447		658		—		309		16,447		658		17,414		(563	)		16,851	1997/NA	2013	3-40 years
Jordan Oaks	IL	Cary		NC		17,856		2,103		20,847		774		—		2,103		20,847		774		23,724		(706	)		23,018	2003/NA	2013	3-40 years
Durham Regent	IL	Durham		NC		19,430		1,061		24,149		605		—		1,061		24,149		605		25,815		(753	)		25,062	1989/NA	2013	3-40 years
Sky Peaks	IL	Reno		NV		16,152		1,061		19,793		605		—		1,061		19,793		605		21,459		(652	)		20,807	2002/NA	2013	3-40 years
Maple Downs	IL	Fayetteville		NY		20,559		782		25,656		668		—		782		25,656		668		27,106		(804	)		26,302	2003/NA	2013	3-40 years
Fleming Point	IL	Greece		NY		16,695		699		20,644		668		—		699		20,644		668		22,011		(676	)		21,335	2004/NA	2013	3-40 years
The Regent	IL	Corvallis		OR		6,818		1,111		7,720		228		—		1,111		7,720		228		9,059		(245	)		8,814	1983/NA	2013	3-40 years
Stoneybrook Lodge	IL	Corvallis		OR		15,552		1,543		18,119		843		—		1,543		18,119		843		20,505		(650	)		19,855	1999/NA	2013	3-40 years
Sheldon Oaks	IL	Eugene		OR		14,776		1,577		17,380		675		—		1,577		17,380		675		19,632		(598	)		19,034	1995/NA	2013	3-40 years
Rock Creek	IL	Hillsboro		OR		10,452		1,617		11,783		486		—		1,617		11,783		486		13,886		(407	)		13,479	1996/NA	2013	3-40 years
Hidden Lakes	IL	Salem		OR		14,241		1,389		16,639		893		—		1,389		16,639		893		18,921		(618	)		18,303	1990/NA	2013	3-40 years
Fountains at Hidden Lakes	IL	Salem		OR		5,622		903		6,568		—		—		903		6,568		—		7,471		(187	)		7,284	1990/NA	2013	3-40 years
Walnut Woods	IL	Boyertown		PA		14,196		308		18,058		496		—		308		18,058		496		18,862		(567	)		18,295	1997/NA	2013	3-40 years
Manor at Oakridge	IL	Harrisburg		PA		19,670		992		24,379		764		—		992		24,379		764		26,135		(788	)		25,347	2000/NA	2013	3-40 years
Essex House	IL	Lemoyne		PA		20,622		936		25,585		669		—		936		25,585		669		27,190		(800	)		26,390	2002/NA	2013	3-40 years
Uffelman Estates	IL	Clarksville		TN		8,614		625		10,521		298		—		625		10,521		298		11,444		(335	)		11,109	1993/NA	2013	3-40 years
Arlington Plaza	IL	Arlington		TX		7,987		319		9,821		391		—		319		9,821		391		10,531		(342	)		10,189	1987/NA	2013	3-40 years
Parkwood Healthcare	CCRC	Bedford		TX		15,159		2,746		15,463		755		—		2,746		15,463		755		18,964		(278	)		18,686	1986/2008	2014	3-40 years
Parkwood Retirement	IL	Bedford		TX		11,809		2,829		11,639		306		—		2,829		11,639		306		14,774		(186	)		14,588	1986/2007	2014	3-40 years
The Bentley	IL	Dallas		TX		11,401		2,351		12,271		526		—		2,351		12,271		526		15,148		(429	)		14,719	1996/NA	2013	3-40 years
Whiterock Court	IL	Dallas		TX		11,657		2,837		12,205		446		—		2,837		12,205		446		15,488		(416	)		15,072	2001/NA	2013	3-40 years
Autumn Leaves	CCRC	Dallas		TX		18,926		3,851		18,729		1,097		—		3,851		18,729		1,097		23,677		(352	)		23,325	1971/2012	2014	3-40 years
Monticello West	AL/ MC	Dallas		TX		20,617		3,344		21,226		1,225		—		3,344		21,226		1,225		25,795		(391	)		25,404	1980/2013	2014	3-40 years
Signature Pointe	CCRC	Dallas		TX		28,982		5,192		29,486		1,579		—		5,192		29,486		1,579		36,257		(535	)		35,722	1998/2013	2014	3-40 years
Walnut Place	CCRC	Dallas		TX		19,507		5,241		18,255		907		—		5,241		18,255		907		24,403		(324	)		24,079	1980/2012	2014	3-40 years

69

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(dollars in thousands)

		Location					Initial Cost to the Company								Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State		Encumbrances		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Costs Capitalized Subsequent to Acquisition		Land		Buildings and Improvements		Furniture, Fixtures and Equipment		Total (B)		Accumulated Depreciation			Net Book Value		Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Dogwood Estates	IL	Denton		TX		15,235		1,002		18,525		714		—		1,002		18,525		714		20,241		(636	)		19,605	2005/NA	2013	3-40 years
Pinewood Hills	IL	Flower Mound		TX		15,301		2,073		17,552		704		—		2,073		17,552		704		20,329		(609	)		19,720	2007/NA	2013	3-40 years
Ventura Place	IL	Lubbock		TX		15,168		1,018		18,034		946		—		1,018		18,034		946		19,998		(677	)		19,321	1997/NA	2013	3-40 years
The El Dorado	IL	Richardson		TX		10,805		1,316		12,220		710		—		1,316		12,220		710		14,246		(470	)		13,776	1996/NA	2013	3-40 years
Madison Estates	IL	San Antonio		TX		12,529		1,528		14,850		268		—		1,528		14,850		268		16,646		(437	)		16,209	1984/NA	2013	3-40 years
Pioneer Valley Lodge	IL	North Logan		UT		14,949		1,049		17,920		740		—		1,049		17,920		740		19,709		(632	)		19,077	2001/NA	2013	3-40 years
Colonial Harbor	IL	Yorktown		VA		17,007		2,211		19,523		689		—		2,211		19,523		689		22,423		(653	)		21,770	2005/NA	2013	3-40 years
Oakwood Hills	IL	Eau Claire		WI		15,078		516		18,872		645		—		516		18,872		645		20,033		(631	)		19,402	2003/NA	2013	3-40 years
Triple Net Lease Total						823,382		78,228		966,713		36,526		—		78,228		966,713		36,526		1,081,467		(30,721	)		1,050,746
Grand Total						1,258,570		138,799		1,428,335		59,509		12,286		138,799		1,434,200		65,930		1,638,929		(56,988	)		1,581,941

(A) AL/MC represents assisted living and memory care; IL represents independent living and CCRC represents continuing care retirement communities.

(B) For United States federal income tax purposes, the initial aggregate cost basis, including furniture, fixtures, and equipment, for New Senior’s senior housing real estate assets at December 31, 2014 was approximately $1.66 billion.

The following is a rollforward of the gross carrying amount and accumulated depreciation (depreciation is calculated on a straight line basis using the estimated useful lives detailed in Note 2) of senior housing real estate for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

Gross carrying amount	December 31, 2014			December 31, 2013			December 31, 2012 (A)
Beginning of period	$	1,373,428		$	164,360		$	126,201
Acquisitions		260,543			1,205,607			37,872
Additions		8,538			3,502			297
Disposals and other		(3,580	)		(41	)		(10	)
End of period	$	1,638,929		$	1,373,428		$	164,360
Accumulated depreciation
Beginning of period	$	(10,526	)	$	(1,558	)	$	—
Depreciation expense		(46,622	)		(8,984	)		(1,559	)
Disposals and other		160			16			1
Balance at end of year	$	(56,988	)	$	(10,526	)	$	(1,558	)

(A) The rollforward of the gross real estate investment for the period ended December 31, 2012 excludes any activity in the predecessor period as such balances are on a different basis of accounting. The balance at the beginning of the period for the period reflects the Company’s initial investment in senior housing properties as of July 18, 2012.

70

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2012	Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013
Basis of Presentation [Abstract]
Management fee rate payable by Newcastle (in hundredths)			1.50%
Revenue Recognition [Abstract]
Notice period to cancel lease agreements			30 days
Rent receivables			$ 26,454	$ 522
Acquisition Accounting [Abstract]
Integration costs				726
Income Taxes [Abstract]
Uncertain tax positions			0	0
Expense Recognition [Abstract]
Advertising costs	$ 71	$ 76	495	336
Recent Accounting Pronouncements [Abstract]
Deferred financing costs, net			$ 36,206	$ 41,979
Buildings [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated remaining useful life			40 years
Building Improvements [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated remaining useful life			3 years
Building Improvements [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated remaining useful life			10 years
Other Fixed Assets [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated remaining useful life			3 years
Other Fixed Assets [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated remaining useful life			5 years
Assisted Living/Memory Care Properties [Member]
Revenue Recognition [Abstract]
Average length of stay of residents			24 months
Independent Living Properties [Member]
Revenue Recognition [Abstract]
Average length of stay of residents			33 months
Above/Below Market Intangibles [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated useful life			15 years
Above/Below Market Intangibles [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated useful life			17 years
Other Intangibles [Member]
Real Estate Investments [Abstract]
Estimated useful life			9 years 7 months 6 days	9 years 6 months
Other Intangibles [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated useful life			5 years
Other Intangibles [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated useful life			13 years
In-Place Lease Intangibles [Member]
Real Estate Investments [Abstract]
Estimated useful life			2 years 3 months 18 days	2 years 6 months
In-Place Lease Intangibles [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated useful life			24 months
In-Place Lease Intangibles [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated useful life			33 months
Ground Lease Intangibles [Member] | Minimum [Member]
Real Estate Investments [Abstract]
Estimated useful life			74 years
Ground Lease Intangibles [Member] | Maximum [Member]
Real Estate Investments [Abstract]
Estimated useful life			82 years

XML

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2014	Dec. 31, 2013
Summarized Quarterly Financial Data [Abstract]
Revenue	$ 70,382	$ 67,145	$ 59,623	$ 57,835	$ 34,391	$ 24,257	$ 13,509	$ 12,979	$ 254,985	$ 85,136
Net operating income	38,671	38,369	33,427	32,276	10,774	6,605	4,254	3,777	142,743	25,410
Net income/(loss) before tax	(14,461)	(10,801)	(10,403)	(10,578)	(15,182)	(8,612)	(3,640)	(1,956)	(46,243)	(29,390)
Income tax expense (benefit)	(1,177)	350	627	360	(58)	67	436	211	160	656
Net income/(loss)	$ (13,284)	$ (11,151)	$ (11,030)	$ (10,938)	$ (15,124)	$ (8,679)	$ (4,076)	$ (2,167)	$ (46,403)	$ (30,046)
Income (loss) per share of common stock [Abstract]
Basic and diluted (in dollars per share)	$ (0.20)	$ (0.17)	$ (0.17)	$ (0.16)	$ (0.23)	$ (0.13)	$ (0.06)	$ (0.03)	$ (0.70)	$ (0.45)
Weighted average number of shares of common stock outstanding [Abstract]
Basic and diluted (in shares)	66,404,051	66,399,857	66,399,857	66,399,857	66,399,857	66,399,857	66,399,857	66,399,857	66,400,914	66,399,857

XML

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended								5 Months Ended	12 Months Ended
	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013	Sep. 30, 2013	Jun. 30, 2013	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2014	Dec. 31, 2013
Deferred [Abstract]
Total provision for income taxes	$ (1,177)	$ 350	$ 627	$ 360	$ (58)	$ 67	$ 436	$ 211		$ 160	$ 656
Deferred tax assets [Abstract]
Net deferred tax assets	4,672				1,179					4,672	1,179
Deferred tax liabilities [Abstract]
Loss carryforwards for federal income tax purposes	4,149									$ 4,149
Operating loss carryforwards, expiration date										Dec. 31, 2034
Successor [Member]
Current [Abstract]
Federal									$ 501	$ (925)	437
State and local									101	170	93
Total current provision									602	(755)	530
Deferred [Abstract]
Federal									(404)	907	116
State and local									(48)	8	10
Total deferred provision									(452)	915	126
Total provision for income taxes									$ 150	$ 160	$ 656
Reconciliation of Statutory to Effective Tax Rate [Abstract]
Statutory U.S. Federal income tax rate (in hundredths)									35.00%	35.00%	35.00%
Non-taxable REIT (loss) (in hundredths)									(36.42%)	(35.03%)	(36.90%)
State and local taxes (in hundredths)									(0.19%)	(0.29%)	(0.24%)
Other (in hundredths)									0.00%	(0.03%)	(0.09%)
Effective income tax rate (in hundredths)									(1.61%)	(0.35%)	(2.23%)
Deferred tax assets [Abstract]
Depreciation and amortization	837				0				$ 4	$ 837	$ 0
Prepaid fees and rent	2,091				1,156				448	2,091	1,156
Net operating loss	1,724				0				0	1,724	0
Other	20				23				0	20	23
Total deferred tax assets	4,672				1,179				452	4,672	1,179
Less valuation allowance	0				0				0	0	0
Net deferred tax assets	4,672				1,179				452	4,672	1,179
Deferred tax liabilities [Abstract]
Depreciation and amortization	0				853				0	0	853
Deferred revenues	0				0				0	0	0
Total deferred tax liabilities	0				853				0	0	853
Total net deferred tax assets (liabilities)	$ 4,672				$ 326				$ 452	$ 4,672	$ 326

XML

SCHEDULE III, REAL ESTATE AND ACCUMULATED DEPRECIATION, Real Estate and Accumulated Depreciation, by Property (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013	Dec. 31, 2012	[2]	Jul. 17, 2012	[2]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 1,258,570
Initial Cost to the Company [Abstract]
Land	138,799
Buildings and Improvements	1,428,335
Furniture, Fixtures and Equipment	59,509
Costs Capitalized Subsequent to Acquisition	12,286
Gross Amount Carried at Close of Period [Abstract]
Land	138,799
Buildings and Improvements	1,434,200
Furniture, Fixtures and Equipment	65,930
Total	1,638,929	[1]	$ 1,373,428	$ 164,360		$ 126,201
Accumulated Depreciation	(56,988)		$ (10,526)	$ (1,558)		$ 0
NBV	1,581,941
Federal income tax basis	1,660,000
Managed Properties [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	435,188
Initial Cost to the Company [Abstract]
Land	60,571
Buildings and Improvements	461,622
Furniture, Fixtures and Equipment	22,983
Costs Capitalized Subsequent to Acquisition	12,286
Gross Amount Carried at Close of Period [Abstract]
Land	60,571
Buildings and Improvements	467,487
Furniture, Fixtures and Equipment	29,404
Total	557,462
Accumulated Depreciation	(26,267)
NBV	531,195
Managed Properties [Member] | Desert Flower [Member] | Scottsdale, AZ [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	16,120
Initial Cost to the Company [Abstract]
Land	2,295
Buildings and Improvements	16,901
Furniture, Fixtures and Equipment	101
Costs Capitalized Subsequent to Acquisition	362
Gross Amount Carried at Close of Period [Abstract]
Land	2,295
Buildings and Improvements	17,147
Furniture, Fixtures and Equipment	217
Total	19,659
Accumulated Depreciation	(1,215)
NBV	$ 18,444
Year Constructed	1999
Year Renovated	2005
Year Acquired	2012
Managed Properties [Member] | Desert Flower [Member] | Scottsdale, AZ [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Desert Flower [Member] | Scottsdale, AZ [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Sun Oak [Member] | Citrus Heights, CA [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 3,363
Initial Cost to the Company [Abstract]
Land	821
Buildings and Improvements	3,145
Furniture, Fixtures and Equipment	59
Costs Capitalized Subsequent to Acquisition	68
Gross Amount Carried at Close of Period [Abstract]
Land	821
Buildings and Improvements	3,184
Furniture, Fixtures and Equipment	88
Total	4,093
Accumulated Depreciation	(255)
NBV	$ 3,838
Year Constructed	1997
Year Renovated	2011
Year Acquired	2012
Managed Properties [Member] | Sun Oak [Member] | Citrus Heights, CA [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Sun Oak [Member] | Citrus Heights, CA [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Orchard Park [Member] | Clovis, CA [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,086
Initial Cost to the Company [Abstract]
Land	1,126
Buildings and Improvements	16,889
Furniture, Fixtures and Equipment	45
Costs Capitalized Subsequent to Acquisition	241
Gross Amount Carried at Close of Period [Abstract]
Land	1,126
Buildings and Improvements	17,035
Furniture, Fixtures and Equipment	140
Total	18,301
Accumulated Depreciation	(1,157)
NBV	$ 17,144
Year Constructed	1998
Year Renovated	2007
Year Acquired	2012
Managed Properties [Member] | Orchard Park [Member] | Clovis, CA [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Orchard Park [Member] | Clovis, CA [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Sunshine Villa [Member] | Santa Cruz, CA [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,533
Initial Cost to the Company [Abstract]
Land	2,243
Buildings and Improvements	21,082
Furniture, Fixtures and Equipment	58
Costs Capitalized Subsequent to Acquisition	349
Gross Amount Carried at Close of Period [Abstract]
Land	2,243
Buildings and Improvements	21,264
Furniture, Fixtures and Equipment	225
Total	23,732
Accumulated Depreciation	(1,488)
NBV	$ 22,244
Year Constructed	1990
Year Acquired	2012
Managed Properties [Member] | Sunshine Villa [Member] | Santa Cruz, CA [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Sunshine Villa [Member] | Santa Cruz, CA [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Bradenton Oaks [Member] | Bradenton, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 10,049
Initial Cost to the Company [Abstract]
Land	1,161
Buildings and Improvements	9,207
Furniture, Fixtures and Equipment	748
Costs Capitalized Subsequent to Acquisition	461
Gross Amount Carried at Close of Period [Abstract]
Land	1,161
Buildings and Improvements	9,272
Furniture, Fixtures and Equipment	1,144
Total	11,577
Accumulated Depreciation	(612)
NBV	$ 10,965
Year Constructed	1973
Year Renovated	1988
Year Acquired	2013
Managed Properties [Member] | Bradenton Oaks [Member] | Bradenton, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Bradenton Oaks [Member] | Bradenton, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Summerfield [Member] | Bradenton, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,346
Initial Cost to the Company [Abstract]
Land	1,367
Buildings and Improvements	14,361
Furniture, Fixtures and Equipment	1,247
Costs Capitalized Subsequent to Acquisition	410
Gross Amount Carried at Close of Period [Abstract]
Land	1,367
Buildings and Improvements	14,444
Furniture, Fixtures and Equipment	1,574
Total	17,385
Accumulated Depreciation	(962)
NBV	$ 16,423
Year Constructed	1988
Year Acquired	2013
Managed Properties [Member] | Summerfield [Member] | Bradenton, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Summerfield [Member] | Bradenton, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Spring Oaks [Member] | Brooksville, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,620
Initial Cost to the Company [Abstract]
Land	700
Buildings and Improvements	5,078
Furniture, Fixtures and Equipment	439
Costs Capitalized Subsequent to Acquisition	176
Gross Amount Carried at Close of Period [Abstract]
Land	700
Buildings and Improvements	5,116
Furniture, Fixtures and Equipment	577
Total	6,393
Accumulated Depreciation	(365)
NBV	$ 6,028
Year Constructed	1988
Year Acquired	2013
Managed Properties [Member] | Spring Oaks [Member] | Brooksville, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Spring Oaks [Member] | Brooksville, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | The Grande [Member] | Brooksville, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 9,816
Initial Cost to the Company [Abstract]
Land	1,754
Buildings and Improvements	8,537
Furniture, Fixtures and Equipment	568
Costs Capitalized Subsequent to Acquisition	332
Gross Amount Carried at Close of Period [Abstract]
Land	1,754
Buildings and Improvements	8,681
Furniture, Fixtures and Equipment	756
Total	11,191
Accumulated Depreciation	(533)
NBV	$ 10,658
Year Constructed	1960
Year Renovated	2012
Year Acquired	2013
Managed Properties [Member] | The Grande [Member] | Brooksville, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | The Grande [Member] | Brooksville, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Barkley Place [Member] | Fort Myers, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 10,688
Initial Cost to the Company [Abstract]
Land	1,929
Buildings and Improvements	9,159
Furniture, Fixtures and Equipment	1,040
Costs Capitalized Subsequent to Acquisition	301
Gross Amount Carried at Close of Period [Abstract]
Land	1,929
Buildings and Improvements	9,320
Furniture, Fixtures and Equipment	1,180
Total	12,429
Accumulated Depreciation	(420)
NBV	$ 12,009
Year Constructed	1988
Year Acquired	2013
Managed Properties [Member] | Barkley Place [Member] | Fort Myers, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Barkley Place [Member] | Fort Myers, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Emerald Park [Member] | Hollywood, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,037
Initial Cost to the Company [Abstract]
Land	897
Buildings and Improvements	4,165
Furniture, Fixtures and Equipment	509
Costs Capitalized Subsequent to Acquisition	492
Gross Amount Carried at Close of Period [Abstract]
Land	897
Buildings and Improvements	4,329
Furniture, Fixtures and Equipment	837
Total	6,063
Accumulated Depreciation	(379)
NBV	$ 5,684
Year Constructed	1998
Year Acquired	2013
Managed Properties [Member] | Emerald Park [Member] | Hollywood, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Emerald Park [Member] | Hollywood, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | The Plaza at Pembroke [Member] | Hollywood, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,382
Initial Cost to the Company [Abstract]
Land	924
Buildings and Improvements	4,630
Furniture, Fixtures and Equipment	399
Costs Capitalized Subsequent to Acquisition	226
Gross Amount Carried at Close of Period [Abstract]
Land	924
Buildings and Improvements	4,677
Furniture, Fixtures and Equipment	578
Total	6,179
Accumulated Depreciation	(329)
NBV	$ 5,850
Year Constructed	1988
Year Renovated	2012
Year Acquired	2013
Managed Properties [Member] | The Plaza at Pembroke [Member] | Hollywood, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | The Plaza at Pembroke [Member] | Hollywood, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Balmoral [Member] | Lake Placid, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,930
Initial Cost to the Company [Abstract]
Land	1,173
Buildings and Improvements	4,548
Furniture, Fixtures and Equipment	838
Costs Capitalized Subsequent to Acquisition	174
Gross Amount Carried at Close of Period [Abstract]
Land	1,173
Buildings and Improvements	4,570
Furniture, Fixtures and Equipment	990
Total	6,733
Accumulated Depreciation	(457)
NBV	$ 6,276
Year Constructed	2007
Year Acquired	2013
Managed Properties [Member] | Balmoral [Member] | Lake Placid, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Balmoral [Member] | Lake Placid, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Lake Morton Plaza [Member] | Lakeland, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,930
Initial Cost to the Company [Abstract]
Land	1,098
Buildings and Improvements	14,707
Furniture, Fixtures and Equipment	918
Costs Capitalized Subsequent to Acquisition	225
Gross Amount Carried at Close of Period [Abstract]
Land	1,098
Buildings and Improvements	14,784
Furniture, Fixtures and Equipment	1,066
Total	16,948
Accumulated Depreciation	(833)
NBV	$ 16,115
Year Constructed	1984
Year Acquired	2013
Managed Properties [Member] | Lake Morton Plaza [Member] | Lakeland, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Lake Morton Plaza [Member] | Lakeland, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Bayside Terrace [Member] | Pinellas Park, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 10,610
Initial Cost to the Company [Abstract]
Land	1,407
Buildings and Improvements	9,481
Furniture, Fixtures and Equipment	849
Costs Capitalized Subsequent to Acquisition	346
Gross Amount Carried at Close of Period [Abstract]
Land	1,407
Buildings and Improvements	9,588
Furniture, Fixtures and Equipment	1,088
Total	12,083
Accumulated Depreciation	(652)
NBV	$ 11,431
Year Constructed	1986
Year Renovated	2007
Year Acquired	2013
Managed Properties [Member] | Bayside Terrace [Member] | Pinellas Park, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Bayside Terrace [Member] | Pinellas Park, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Royal Palm [Member] | Port Charlotte, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,250
Initial Cost to the Company [Abstract]
Land	2,019
Buildings and Improvements	13,697
Furniture, Fixtures and Equipment	1,371
Costs Capitalized Subsequent to Acquisition	731
Gross Amount Carried at Close of Period [Abstract]
Land	2,019
Buildings and Improvements	14,225
Furniture, Fixtures and Equipment	1,574
Total	17,818
Accumulated Depreciation	(917)
NBV	$ 16,901
Year Constructed	1985
Year Acquired	2013
Managed Properties [Member] | Royal Palm [Member] | Port Charlotte, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Royal Palm [Member] | Port Charlotte, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Village Place [Member] | Port Charlotte, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 9,263
Initial Cost to the Company [Abstract]
Land	1,064
Buildings and Improvements	8,503
Furniture, Fixtures and Equipment	680
Costs Capitalized Subsequent to Acquisition	252
Gross Amount Carried at Close of Period [Abstract]
Land	1,064
Buildings and Improvements	8,543
Furniture, Fixtures and Equipment	892
Total	10,499
Accumulated Depreciation	(560)
NBV	$ 9,939
Year Constructed	1998
Year Acquired	2013
Managed Properties [Member] | Village Place [Member] | Port Charlotte, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Village Place [Member] | Port Charlotte, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Renaissance [Member] | Sanford, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,457
Initial Cost to the Company [Abstract]
Land	1,390
Buildings and Improvements	8,900
Furniture, Fixtures and Equipment	630
Costs Capitalized Subsequent to Acquisition	218
Gross Amount Carried at Close of Period [Abstract]
Land	1,390
Buildings and Improvements	8,976
Furniture, Fixtures and Equipment	772
Total	11,138
Accumulated Depreciation	(557)
NBV	$ 10,581
Year Constructed	1984
Year Acquired	2013
Managed Properties [Member] | Renaissance [Member] | Sanford, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Renaissance [Member] | Sanford, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Forest Oaks [Member] | Spring Hill, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 7,315
Initial Cost to the Company [Abstract]
Land	786
Buildings and Improvements	5,614
Furniture, Fixtures and Equipment	530
Costs Capitalized Subsequent to Acquisition	101
Gross Amount Carried at Close of Period [Abstract]
Land	786
Buildings and Improvements	5,631
Furniture, Fixtures and Equipment	614
Total	7,031
Accumulated Depreciation	(398)
NBV	$ 6,633
Year Constructed	1988
Year Renovated	2006
Year Acquired	2013
Managed Properties [Member] | Forest Oaks [Member] | Spring Hill, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Forest Oaks [Member] | Spring Hill, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Sunset Lake Village [Member] | Venice, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 13,710
Initial Cost to the Company [Abstract]
Land	1,073
Buildings and Improvements	13,254
Furniture, Fixtures and Equipment	838
Costs Capitalized Subsequent to Acquisition	170
Gross Amount Carried at Close of Period [Abstract]
Land	1,073
Buildings and Improvements	13,288
Furniture, Fixtures and Equipment	974
Total	15,335
Accumulated Depreciation	(774)
NBV	$ 14,561
Year Constructed	1998
Year Acquired	2013
Managed Properties [Member] | Sunset Lake Village [Member] | Venice, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Sunset Lake Village [Member] | Venice, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Spring Haven [Member] | Winter Haven, FL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 18,882
Initial Cost to the Company [Abstract]
Land	3,446
Buildings and Improvements	21,524
Furniture, Fixtures and Equipment	1,477
Costs Capitalized Subsequent to Acquisition	489
Gross Amount Carried at Close of Period [Abstract]
Land	3,446
Buildings and Improvements	21,674
Furniture, Fixtures and Equipment	1,816
Total	26,936
Accumulated Depreciation	(1,293)
NBV	$ 25,643
Year Constructed	1984
Year Acquired	2013
Managed Properties [Member] | Spring Haven [Member] | Winter Haven, FL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Spring Haven [Member] | Winter Haven, FL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Willow Park [Member] | Boise, ID [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 12,583
Initial Cost to the Company [Abstract]
Land	1,456
Buildings and Improvements	13,548
Furniture, Fixtures and Equipment	58
Costs Capitalized Subsequent to Acquisition	173
Gross Amount Carried at Close of Period [Abstract]
Land	1,456
Buildings and Improvements	13,665
Furniture, Fixtures and Equipment	114
Total	15,235
Accumulated Depreciation	(977)
NBV	$ 14,258
Year Constructed	1997
Year Renovated	2011
Year Acquired	2012
Managed Properties [Member] | Willow Park [Member] | Boise, ID [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Willow Park [Member] | Boise, ID [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Ashford Court [Member] | Westland, MI [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,858
Initial Cost to the Company [Abstract]
Land	1,500
Buildings and Improvements	9,000
Furniture, Fixtures and Equipment	450
Costs Capitalized Subsequent to Acquisition	191
Gross Amount Carried at Close of Period [Abstract]
Land	1,500
Buildings and Improvements	9,128
Furniture, Fixtures and Equipment	513
Total	11,141
Accumulated Depreciation	(331)
NBV	$ 10,810
Year Constructed	1988
Years Renovated	1992, 1997
Year Acquired	2014
Managed Properties [Member] | Ashford Court [Member] | Westland, MI [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Ashford Court [Member] | Westland, MI [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | The Gardens [Member] | Ocean Springs, MS [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 0
Initial Cost to the Company [Abstract]
Land	850
Buildings and Improvements	7,034
Furniture, Fixtures and Equipment	460
Costs Capitalized Subsequent to Acquisition	130
Gross Amount Carried at Close of Period [Abstract]
Land	850
Buildings and Improvements	7,075
Furniture, Fixtures and Equipment	549
Total	8,474
Accumulated Depreciation	(83)
NBV	$ 8,391
Year Constructed	1999
Years Renovated	2004, 2013
Year Acquired	2014
Managed Properties [Member] | The Gardens [Member] | Ocean Springs, MS [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | The Gardens [Member] | Ocean Springs, MS [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Courtyards at Berne Village [Member] | New Bern, NC [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,191
Initial Cost to the Company [Abstract]
Land	1,657
Buildings and Improvements	12,892
Furniture, Fixtures and Equipment	1,148
Costs Capitalized Subsequent to Acquisition	261
Gross Amount Carried at Close of Period [Abstract]
Land	1,657
Buildings and Improvements	12,957
Furniture, Fixtures and Equipment	1,344
Total	15,958
Accumulated Depreciation	(871)
NBV	$ 15,087
Year Constructed	1985
Year Renovated	2004
Year Acquired	2013
Managed Properties [Member] | Courtyards at Berne Village [Member] | New Bern, NC [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Courtyards at Berne Village [Member] | New Bern, NC [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Kirkwood Corners [Member] | Lee, NH [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 2,191
Initial Cost to the Company [Abstract]
Land	577
Buildings and Improvements	1,847
Furniture, Fixtures and Equipment	124
Costs Capitalized Subsequent to Acquisition	129
Gross Amount Carried at Close of Period [Abstract]
Land	577
Buildings and Improvements	1,901
Furniture, Fixtures and Equipment	199
Total	2,677
Accumulated Depreciation	(59)
NBV	$ 2,618
Year Constructed	1996
Year Acquired	2014
Managed Properties [Member] | Kirkwood Corners [Member] | Lee, NH [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Kirkwood Corners [Member] | Lee, NH [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Pines of New Market [Member] | Newmarket, NH [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,040
Initial Cost to the Company [Abstract]
Land	628
Buildings and Improvements	4,879
Furniture, Fixtures and Equipment	353
Costs Capitalized Subsequent to Acquisition	122
Gross Amount Carried at Close of Period [Abstract]
Land	628
Buildings and Improvements	4,971
Furniture, Fixtures and Equipment	383
Total	5,982
Accumulated Depreciation	(134)
NBV	$ 5,848
Year Constructed	1999
Year Acquired	2014
Managed Properties [Member] | Pines of New Market [Member] | Newmarket, NH [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Pines of New Market [Member] | Newmarket, NH [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Pine Rock Manor [Member] | Warner, NH [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,375
Initial Cost to the Company [Abstract]
Land	780
Buildings and Improvements	8,580
Furniture, Fixtures and Equipment	378
Costs Capitalized Subsequent to Acquisition	165
Gross Amount Carried at Close of Period [Abstract]
Land	780
Buildings and Improvements	8,665
Furniture, Fixtures and Equipment	458
Total	9,903
Accumulated Depreciation	(217)
NBV	$ 9,686
Year Constructed	1994
Year Acquired	2014
Managed Properties [Member] | Pine Rock Manor [Member] | Warner, NH [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Pine Rock Manor [Member] | Warner, NH [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Manor at Woodside [Member] | Poughkeepsie, NY [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,100
Initial Cost to the Company [Abstract]
Land	0
Buildings and Improvements	12,130
Furniture, Fixtures and Equipment	670
Costs Capitalized Subsequent to Acquisition	485
Gross Amount Carried at Close of Period [Abstract]
Land	0
Buildings and Improvements	12,539
Furniture, Fixtures and Equipment	746
Total	13,285
Accumulated Depreciation	(734)
NBV	$ 12,551
Year Constructed	2001
Year Acquired	2013
Managed Properties [Member] | Manor at Woodside [Member] | Poughkeepsie, NY [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Manor at Woodside [Member] | Poughkeepsie, NY [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Regent Court [Member] | Corvallis, OR [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,034
Initial Cost to the Company [Abstract]
Land	1,044
Buildings and Improvements	4,974
Furniture, Fixtures and Equipment	8
Costs Capitalized Subsequent to Acquisition	133
Gross Amount Carried at Close of Period [Abstract]
Land	1,044
Buildings and Improvements	5,049
Furniture, Fixtures and Equipment	66
Total	6,159
Accumulated Depreciation	(365)
NBV	$ 5,794
Year Constructed	1999
Year Acquired	2012
Managed Properties [Member] | Regent Court [Member] | Corvallis, OR [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Regent Court [Member] | Corvallis, OR [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Sheldon Park [Member] | Eugene, OR [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 18,113
Initial Cost to the Company [Abstract]
Land	929
Buildings and Improvements	20,662
Furniture, Fixtures and Equipment	91
Costs Capitalized Subsequent to Acquisition	188
Gross Amount Carried at Close of Period [Abstract]
Land	929
Buildings and Improvements	20,816
Furniture, Fixtures and Equipment	125
Total	21,870
Accumulated Depreciation	(1,446)
NBV	$ 20,424
Year Constructed	1998
Year Acquired	2012
Managed Properties [Member] | Sheldon Park [Member] | Eugene, OR [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Sheldon Park [Member] | Eugene, OR [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Glen Riddle [Member] | Media, PA [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 16,875
Initial Cost to the Company [Abstract]
Land	1,931
Buildings and Improvements	16,169
Furniture, Fixtures and Equipment	870
Costs Capitalized Subsequent to Acquisition	267
Gross Amount Carried at Close of Period [Abstract]
Land	1,931
Buildings and Improvements	16,316
Furniture, Fixtures and Equipment	990
Total	19,237
Accumulated Depreciation	(866)
NBV	$ 18,371
Year Constructed	1995
Year Acquired	2013
Managed Properties [Member] | Glen Riddle [Member] | Media, PA [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Glen Riddle [Member] | Media, PA [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Schenley Gardens [Member] | Pittsburgh, PA [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,250
Initial Cost to the Company [Abstract]
Land	3,227
Buildings and Improvements	11,521
Furniture, Fixtures and Equipment	410
Costs Capitalized Subsequent to Acquisition	447
Gross Amount Carried at Close of Period [Abstract]
Land	3,227
Buildings and Improvements	11,768
Furniture, Fixtures and Equipment	610
Total	15,605
Accumulated Depreciation	(585)
NBV	$ 15,020
Year Constructed	1996
Year Acquired	2013
Managed Properties [Member] | Schenley Gardens [Member] | Pittsburgh, PA [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Schenley Gardens [Member] | Pittsburgh, PA [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Raintree [Member] | Knoxville, TN [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 7,637
Initial Cost to the Company [Abstract]
Land	643
Buildings and Improvements	8,642
Furniture, Fixtures and Equipment	490
Costs Capitalized Subsequent to Acquisition	106
Gross Amount Carried at Close of Period [Abstract]
Land	643
Buildings and Improvements	8,673
Furniture, Fixtures and Equipment	565
Total	9,881
Accumulated Depreciation	(101)
NBV	$ 9,780
Year Constructed	2012
Year Acquired	2014
Managed Properties [Member] | Raintree [Member] | Knoxville, TN [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Raintree [Member] | Knoxville, TN [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Powell [Member] | Powell, TN [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,901
Initial Cost to the Company [Abstract]
Land	761
Buildings and Improvements	6,482
Furniture, Fixtures and Equipment	310
Costs Capitalized Subsequent to Acquisition	60
Gross Amount Carried at Close of Period [Abstract]
Land	761
Buildings and Improvements	6,489
Furniture, Fixtures and Equipment	363
Total	7,613
Accumulated Depreciation	(62)
NBV	$ 7,551
Year Constructed	2013
Year Acquired	2014
Managed Properties [Member] | Powell [Member] | Powell, TN [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Powell [Member] | Powell, TN [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Windsor [Member] | Dallas, TX [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 33,750
Initial Cost to the Company [Abstract]
Land	5,580
Buildings and Improvements	31,306
Furniture, Fixtures and Equipment	1,250
Costs Capitalized Subsequent to Acquisition	151
Gross Amount Carried at Close of Period [Abstract]
Land	5,580
Buildings and Improvements	31,404
Furniture, Fixtures and Equipment	1,303
Total	38,287
Accumulated Depreciation	(355)
NBV	$ 37,932
Year Constructed	1972
Year Renovated	2009
Year Acquired	2014
Managed Properties [Member] | Windsor [Member] | Dallas, TX [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Windsor [Member] | Dallas, TX [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Courtyards [Member] | Fort Worth, TX [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 16,101
Initial Cost to the Company [Abstract]
Land	2,140
Buildings and Improvements	16,671
Furniture, Fixtures and Equipment	672
Costs Capitalized Subsequent to Acquisition	396
Gross Amount Carried at Close of Period [Abstract]
Land	2,140
Buildings and Improvements	16,927
Furniture, Fixtures and Equipment	812
Total	19,879
Accumulated Depreciation	(1,535)
NBV	$ 18,344
Year Constructed	1986
Year Acquired	2012
Managed Properties [Member] | Courtyards [Member] | Fort Worth, TX [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Courtyards [Member] | Fort Worth, TX [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Heritage Place [Member] | Bountiful, UT [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,806
Initial Cost to the Company [Abstract]
Land	570
Buildings and Improvements	9,558
Furniture, Fixtures and Equipment	50
Costs Capitalized Subsequent to Acquisition	887
Gross Amount Carried at Close of Period [Abstract]
Land	570
Buildings and Improvements	10,030
Furniture, Fixtures and Equipment	465
Total	11,065
Accumulated Depreciation	(708)
NBV	$ 10,357
Year Constructed	1978
Year Renovated	2000
Year Acquired	2012
Managed Properties [Member] | Heritage Place [Member] | Bountiful, UT [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Heritage Place [Member] | Bountiful, UT [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Canyon Creek [Member] | Cottonwood Heights, UT [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,915
Initial Cost to the Company [Abstract]
Land	1,488
Buildings and Improvements	16,308
Furniture, Fixtures and Equipment	58
Costs Capitalized Subsequent to Acquisition	301
Gross Amount Carried at Close of Period [Abstract]
Land	1,488
Buildings and Improvements	16,454
Furniture, Fixtures and Equipment	213
Total	18,155
Accumulated Depreciation	(1,159)
NBV	$ 16,996
Year Constructed	2001
Year Acquired	2012
Managed Properties [Member] | Canyon Creek [Member] | Cottonwood Heights, UT [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Canyon Creek [Member] | Cottonwood Heights, UT [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Chateau Brickyard [Member] | Salt Lake City, UT [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 3,471
Initial Cost to the Company [Abstract]
Land	700
Buildings and Improvements	3,297
Furniture, Fixtures and Equipment	15
Costs Capitalized Subsequent to Acquisition	618
Gross Amount Carried at Close of Period [Abstract]
Land	700
Buildings and Improvements	3,691
Furniture, Fixtures and Equipment	239
Total	4,630
Accumulated Depreciation	(279)
NBV	$ 4,351
Year Constructed	1984
Year Renovated	2007
Year Acquired	2012
Managed Properties [Member] | Chateau Brickyard [Member] | Salt Lake City, UT [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Chateau Brickyard [Member] | Salt Lake City, UT [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Golden Living [Member] | Taylorsville, UT [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 3,699
Initial Cost to the Company [Abstract]
Land	1,111
Buildings and Improvements	3,126
Furniture, Fixtures and Equipment	39
Costs Capitalized Subsequent to Acquisition	441
Gross Amount Carried at Close of Period [Abstract]
Land	1,111
Buildings and Improvements	3,354
Furniture, Fixtures and Equipment	252
Total	4,717
Accumulated Depreciation	(313)
NBV	$ 4,404
Year Constructed	1976
Year Renovated	1994
Year Acquired	2012
Managed Properties [Member] | Golden Living [Member] | Taylorsville, UT [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Golden Living [Member] | Taylorsville, UT [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Heritage Oaks [Member] | Richmond, VA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,775
Initial Cost to the Company [Abstract]
Land	1,630
Buildings and Improvements	9,570
Furniture, Fixtures and Equipment	705
Costs Capitalized Subsequent to Acquisition	329
Gross Amount Carried at Close of Period [Abstract]
Land	1,630
Buildings and Improvements	9,759
Furniture, Fixtures and Equipment	845
Total	12,234
Accumulated Depreciation	(523)
NBV	$ 11,711
Year Constructed	1987
Year Acquired	2013
Managed Properties [Member] | Heritage Oaks [Member] | Richmond, VA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Heritage Oaks [Member] | Richmond, VA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Grandview [Member] | Peoria, IL [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 0
Initial Cost to the Company [Abstract]
Land	1,640
Buildings and Improvements	12,289
Furniture, Fixtures and Equipment	280
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,640
Buildings and Improvements	12,289
Furniture, Fixtures and Equipment	280
Total	14,209
Accumulated Depreciation	(33)
NBV	$ 14,176
Year Constructed	2014
Year Acquired	2014
Managed Properties [Member] | Grandview [Member] | Peoria, IL [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Grandview [Member] | Peoria, IL [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Managed Properties [Member] | Lamplight [Member] | Dayton, OH [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,136
Initial Cost to the Company [Abstract]
Land	1,056
Buildings and Improvements	7,755
Furniture, Fixtures and Equipment	750
Costs Capitalized Subsequent to Acquisition	182
Gross Amount Carried at Close of Period [Abstract]
Land	1,056
Buildings and Improvements	7,819
Furniture, Fixtures and Equipment	868
Total	9,743
Accumulated Depreciation	(375)
NBV	$ 9,368
Year Constructed	1994
Year Acquired	2014
Managed Properties [Member] | Lamplight [Member] | Dayton, OH [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Managed Properties [Member] | Lamplight [Member] | Dayton, OH [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 823,382
Initial Cost to the Company [Abstract]
Land	78,228
Buildings and Improvements	966,713
Furniture, Fixtures and Equipment	36,526
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	78,228
Buildings and Improvements	966,713
Furniture, Fixtures and Equipment	36,526
Total	1,081,467
Accumulated Depreciation	(30,721)
NBV	1,050,746
Triple Net Lease [Member] | Vista de la Montana [Member] | Surprise, AZ [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	9,667
Initial Cost to the Company [Abstract]
Land	1,131
Buildings and Improvements	11,077
Furniture, Fixtures and Equipment	635
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,131
Buildings and Improvements	11,077
Furniture, Fixtures and Equipment	635
Total	12,843
Accumulated Depreciation	(425)
NBV	$ 12,418
Year Constructed	1998
Year Acquired	2013
Triple Net Lease [Member] | Vista de la Montana [Member] | Surprise, AZ [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Vista de la Montana [Member] | Surprise, AZ [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | The Westmont [Member] | Santa Clara, CA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,152
Initial Cost to the Company [Abstract]
Land	0
Buildings and Improvements	18,049
Furniture, Fixtures and Equipment	754
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	0
Buildings and Improvements	18,049
Furniture, Fixtures and Equipment	754
Total	18,803
Accumulated Depreciation	(643)
NBV	$ 18,160
Year Constructed	1991
Year Acquired	2013
Triple Net Lease [Member] | The Westmont [Member] | Santa Clara, CA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | The Westmont [Member] | Santa Clara, CA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Simi Hills [Member] | Simi Valley, CA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,673
Initial Cost to the Company [Abstract]
Land	3,209
Buildings and Improvements	21,999
Furniture, Fixtures and Equipment	730
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	3,209
Buildings and Improvements	21,999
Furniture, Fixtures and Equipment	730
Total	25,938
Accumulated Depreciation	(725)
NBV	$ 25,213
Year Constructed	2006
Year Acquired	2013
Triple Net Lease [Member] | Simi Hills [Member] | Simi Valley, CA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Simi Hills [Member] | Simi Valley, CA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Parkwood Estates [Member] | Fort Collins, CO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,653
Initial Cost to the Company [Abstract]
Land	638
Buildings and Improvements	18,055
Furniture, Fixtures and Equipment	627
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	638
Buildings and Improvements	18,055
Furniture, Fixtures and Equipment	627
Total	19,320
Accumulated Depreciation	(598)
NBV	$ 18,722
Year Constructed	1987
Year Acquired	2013
Triple Net Lease [Member] | Parkwood Estates [Member] | Fort Collins, CO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Parkwood Estates [Member] | Fort Collins, CO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Greeley Place [Member] | Greeley, CO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,143
Initial Cost to the Company [Abstract]
Land	237
Buildings and Improvements	13,859
Furniture, Fixtures and Equipment	596
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	237
Buildings and Improvements	13,859
Furniture, Fixtures and Equipment	596
Total	14,692
Accumulated Depreciation	(482)
NBV	$ 14,210
Year Constructed	1986
Year Acquired	2013
Triple Net Lease [Member] | Greeley Place [Member] | Greeley, CO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Greeley Place [Member] | Greeley, CO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Courtyard at Lakewood [Member] | Lakewood, CO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 12,041
Initial Cost to the Company [Abstract]
Land	1,327
Buildings and Improvements	14,198
Furniture, Fixtures and Equipment	350
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,327
Buildings and Improvements	14,198
Furniture, Fixtures and Equipment	350
Total	15,875
Accumulated Depreciation	(453)
NBV	$ 15,422
Year Constructed	1992
Year Acquired	2013
Triple Net Lease [Member] | Courtyard at Lakewood [Member] | Lakewood, CO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Courtyard at Lakewood [Member] | Lakewood, CO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Pueblo Regent [Member] | Pueblo, CO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,006
Initial Cost to the Company [Abstract]
Land	446
Buildings and Improvements	13,800
Furniture, Fixtures and Equipment	377
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	446
Buildings and Improvements	13,800
Furniture, Fixtures and Equipment	377
Total	14,623
Accumulated Depreciation	(433)
NBV	$ 14,190
Year Constructed	1985
Year Acquired	2013
Triple Net Lease [Member] | Pueblo Regent [Member] | Pueblo, CO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Pueblo Regent [Member] | Pueblo, CO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Village Gate [Member] | Farmington, CT [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 20,407
Initial Cost to the Company [Abstract]
Land	3,591
Buildings and Improvements	23,254
Furniture, Fixtures and Equipment	268
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	3,591
Buildings and Improvements	23,254
Furniture, Fixtures and Equipment	268
Total	27,113
Accumulated Depreciation	(652)
NBV	$ 26,461
Year Constructed	1989
Year Acquired	2013
Triple Net Lease [Member] | Village Gate [Member] | Farmington, CT [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Village Gate [Member] | Farmington, CT [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Lodge at Cold Spring [Member] | Rocky Hill, CT [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,879
Initial Cost to the Company [Abstract]
Land	0
Buildings and Improvements	25,807
Furniture, Fixtures and Equipment	605
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	0
Buildings and Improvements	25,807
Furniture, Fixtures and Equipment	605
Total	26,412
Accumulated Depreciation	(796)
NBV	$ 25,616
Year Constructed	1998
Year Acquired	2013
Triple Net Lease [Member] | Lodge at Cold Spring [Member] | Rocky Hill, CT [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Lodge at Cold Spring [Member] | Rocky Hill, CT [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Regency Residence [Member] | Port Richey, FL [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 12,105
Initial Cost to the Company [Abstract]
Land	1,100
Buildings and Improvements	14,088
Furniture, Fixtures and Equipment	771
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,100
Buildings and Improvements	14,088
Furniture, Fixtures and Equipment	771
Total	15,959
Accumulated Depreciation	(522)
NBV	$ 15,437
Year Constructed	1987
Year Acquired	2013
Triple Net Lease [Member] | Regency Residence [Member] | Port Richey, FL [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Regency Residence [Member] | Port Richey, FL [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Desoto Beach Club [Member] | Sarasota, FL [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,175
Initial Cost to the Company [Abstract]
Land	668
Buildings and Improvements	23,944
Furniture, Fixtures and Equipment	669
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	668
Buildings and Improvements	23,944
Furniture, Fixtures and Equipment	669
Total	25,281
Accumulated Depreciation	(765)
NBV	$ 24,516
Year Constructed	2005
Year Acquired	2013
Triple Net Lease [Member] | Desoto Beach Club [Member] | Sarasota, FL [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Desoto Beach Club [Member] | Sarasota, FL [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Cherry Laurel [Member] | Tallahassee, FL [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 16,857
Initial Cost to the Company [Abstract]
Land	1,100
Buildings and Improvements	20,457
Furniture, Fixtures and Equipment	669
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,100
Buildings and Improvements	20,457
Furniture, Fixtures and Equipment	669
Total	22,226
Accumulated Depreciation	(679)
NBV	$ 21,547
Year Constructed	2001
Year Acquired	2013
Triple Net Lease [Member] | Cherry Laurel [Member] | Tallahassee, FL [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Cherry Laurel [Member] | Tallahassee, FL [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Palmer Hills [Member] | Bettendorf, IA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 9,658
Initial Cost to the Company [Abstract]
Land	1,488
Buildings and Improvements	10,878
Furniture, Fixtures and Equipment	466
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,488
Buildings and Improvements	10,878
Furniture, Fixtures and Equipment	466
Total	12,832
Accumulated Depreciation	(378)
NBV	$ 12,454
Year Constructed	1990
Year Acquired	2013
Triple Net Lease [Member] | Palmer Hills [Member] | Bettendorf, IA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Palmer Hills [Member] | Bettendorf, IA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Illahee Hills [Member] | Urbandale, IA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 9,898
Initial Cost to the Company [Abstract]
Land	694
Buildings and Improvements	11,980
Furniture, Fixtures and Equipment	476
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	694
Buildings and Improvements	11,980
Furniture, Fixtures and Equipment	476
Total	13,150
Accumulated Depreciation	(415)
NBV	$ 12,735
Year Constructed	1995
Year Acquired	2013
Triple Net Lease [Member] | Illahee Hills [Member] | Urbandale, IA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Illahee Hills [Member] | Urbandale, IA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Blair House [Member] | Normal, IL [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,721
Initial Cost to the Company [Abstract]
Land	329
Buildings and Improvements	14,498
Furniture, Fixtures and Equipment	627
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	329
Buildings and Improvements	14,498
Furniture, Fixtures and Equipment	627
Total	15,454
Accumulated Depreciation	(512)
NBV	$ 14,942
Year Constructed	1989
Year Acquired	2013
Triple Net Lease [Member] | Blair House [Member] | Normal, IL [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Blair House [Member] | Normal, IL [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Thornton Place [Member] | Topeka, KS [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,649
Initial Cost to the Company [Abstract]
Land	327
Buildings and Improvements	14,415
Furniture, Fixtures and Equipment	734
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	327
Buildings and Improvements	14,415
Furniture, Fixtures and Equipment	734
Total	15,476
Accumulated Depreciation	(530)
NBV	$ 14,946
Year Constructed	1998
Year Acquired	2013
Triple Net Lease [Member] | Thornton Place [Member] | Topeka, KS [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Thornton Place [Member] | Topeka, KS [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Grasslands Estates [Member] | Wichita, KS [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,559
Initial Cost to the Company [Abstract]
Land	504
Buildings and Improvements	17,888
Furniture, Fixtures and Equipment	802
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	504
Buildings and Improvements	17,888
Furniture, Fixtures and Equipment	802
Total	19,194
Accumulated Depreciation	(635)
NBV	$ 18,559
Year Constructed	2001
Year Acquired	2013
Triple Net Lease [Member] | Grasslands Estates [Member] | Wichita, KS [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Grasslands Estates [Member] | Wichita, KS [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Jackson Oaks [Member] | Paducah, KY [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,417
Initial Cost to the Company [Abstract]
Land	267
Buildings and Improvements	19,195
Furniture, Fixtures and Equipment	864
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	267
Buildings and Improvements	19,195
Furniture, Fixtures and Equipment	864
Total	20,326
Accumulated Depreciation	(681)
NBV	$ 19,645
Year Constructed	2004
Year Acquired	2013
Triple Net Lease [Member] | Jackson Oaks [Member] | Paducah, KY [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Jackson Oaks [Member] | Paducah, KY [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Summerfield Estates [Member] | Shreveport, LA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 4,765
Initial Cost to the Company [Abstract]
Land	524
Buildings and Improvements	5,584
Furniture, Fixtures and Equipment	175
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	524
Buildings and Improvements	5,584
Furniture, Fixtures and Equipment	175
Total	6,283
Accumulated Depreciation	(180)
NBV	$ 6,103
Year Constructed	1988
Year Acquired	2013
Triple Net Lease [Member] | Summerfield Estates [Member] | Shreveport, LA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Summerfield Estates [Member] | Shreveport, LA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Blue Water Lodge [Member] | Fort Gratiot, MI [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 12,840
Initial Cost to the Company [Abstract]
Land	62
Buildings and Improvements	16,034
Furniture, Fixtures and Equipment	833
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	62
Buildings and Improvements	16,034
Furniture, Fixtures and Equipment	833
Total	16,929
Accumulated Depreciation	(599)
NBV	$ 16,330
Year Constructed	2001
Year Acquired	2013
Triple Net Lease [Member] | Blue Water Lodge [Member] | Fort Gratiot, MI [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Blue Water Lodge [Member] | Fort Gratiot, MI [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Briarcrest Estates [Member] | Ballwin, MO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 13,872
Initial Cost to the Company [Abstract]
Land	1,255
Buildings and Improvements	16,509
Furniture, Fixtures and Equipment	525
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,255
Buildings and Improvements	16,509
Furniture, Fixtures and Equipment	525
Total	18,289
Accumulated Depreciation	(539)
NBV	$ 17,750
Year Constructed	1990
Year Acquired	2013
Triple Net Lease [Member] | Briarcrest Estates [Member] | Ballwin, MO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Briarcrest Estates [Member] | Ballwin, MO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Country Squire [Member] | St Joseph, MO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 13,534
Initial Cost to the Company [Abstract]
Land	864
Buildings and Improvements	16,353
Furniture, Fixtures and Equipment	627
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	864
Buildings and Improvements	16,353
Furniture, Fixtures and Equipment	627
Total	17,844
Accumulated Depreciation	(561)
NBV	$ 17,283
Year Constructed	1990
Year Acquired	2013
Triple Net Lease [Member] | Country Squire [Member] | St Joseph, MO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Country Squire [Member] | St Joseph, MO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Orchid Terrace [Member] | St Louis, MO [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 21,473
Initial Cost to the Company [Abstract]
Land	1,061
Buildings and Improvements	26,636
Furniture, Fixtures and Equipment	833
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,061
Buildings and Improvements	26,636
Furniture, Fixtures and Equipment	833
Total	28,530
Accumulated Depreciation	(864)
NBV	$ 27,666
Year Constructed	2006
Year Acquired	2013
Triple Net Lease [Member] | Orchid Terrace [Member] | St Louis, MO [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Orchid Terrace [Member] | St Louis, MO [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Chateau Ridgeland [Member] | Ridgeland, MS [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 6,658
Initial Cost to the Company [Abstract]
Land	967
Buildings and Improvements	7,277
Furniture, Fixtures and Equipment	535
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	967
Buildings and Improvements	7,277
Furniture, Fixtures and Equipment	535
Total	8,779
Accumulated Depreciation	(307)
NBV	$ 8,472
Year Constructed	1986
Year Acquired	2013
Triple Net Lease [Member] | Chateau Ridgeland [Member] | Ridgeland, MS [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Chateau Ridgeland [Member] | Ridgeland, MS [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Grizzly Peak [Member] | Missoula, MT [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 13,208
Initial Cost to the Company [Abstract]
Land	309
Buildings and Improvements	16,447
Furniture, Fixtures and Equipment	658
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	309
Buildings and Improvements	16,447
Furniture, Fixtures and Equipment	658
Total	17,414
Accumulated Depreciation	(563)
NBV	$ 16,851
Year Constructed	1997
Year Acquired	2013
Triple Net Lease [Member] | Grizzly Peak [Member] | Missoula, MT [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Grizzly Peak [Member] | Missoula, MT [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Jordan Oaks [Member] | Cary, NC [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 17,856
Initial Cost to the Company [Abstract]
Land	2,103
Buildings and Improvements	20,847
Furniture, Fixtures and Equipment	774
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,103
Buildings and Improvements	20,847
Furniture, Fixtures and Equipment	774
Total	23,724
Accumulated Depreciation	(706)
NBV	$ 23,018
Year Constructed	2003
Year Acquired	2013
Triple Net Lease [Member] | Jordan Oaks [Member] | Cary, NC [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Jordan Oaks [Member] | Cary, NC [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Durham Regent [Member] | Durham, NC [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,430
Initial Cost to the Company [Abstract]
Land	1,061
Buildings and Improvements	24,149
Furniture, Fixtures and Equipment	605
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,061
Buildings and Improvements	24,149
Furniture, Fixtures and Equipment	605
Total	25,815
Accumulated Depreciation	(753)
NBV	$ 25,062
Year Constructed	1989
Year Acquired	2013
Triple Net Lease [Member] | Durham Regent [Member] | Durham, NC [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Durham Regent [Member] | Durham, NC [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Sky Peaks [Member] | Reno, NV [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 16,152
Initial Cost to the Company [Abstract]
Land	1,061
Buildings and Improvements	19,793
Furniture, Fixtures and Equipment	605
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,061
Buildings and Improvements	19,793
Furniture, Fixtures and Equipment	605
Total	21,459
Accumulated Depreciation	(652)
NBV	$ 20,807
Year Constructed	2002
Year Acquired	2013
Triple Net Lease [Member] | Sky Peaks [Member] | Reno, NV [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Sky Peaks [Member] | Reno, NV [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Maple Downs [Member] | Fayetteville, NY [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 20,559
Initial Cost to the Company [Abstract]
Land	782
Buildings and Improvements	25,656
Furniture, Fixtures and Equipment	668
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	782
Buildings and Improvements	25,656
Furniture, Fixtures and Equipment	668
Total	27,106
Accumulated Depreciation	(804)
NBV	$ 26,302
Year Constructed	2003
Year Acquired	2013
Triple Net Lease [Member] | Maple Downs [Member] | Fayetteville, NY [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Maple Downs [Member] | Fayetteville, NY [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Fleming Point [Member] | Greece, NY [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 16,695
Initial Cost to the Company [Abstract]
Land	699
Buildings and Improvements	20,644
Furniture, Fixtures and Equipment	668
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	699
Buildings and Improvements	20,644
Furniture, Fixtures and Equipment	668
Total	22,011
Accumulated Depreciation	(676)
NBV	$ 21,335
Year Constructed	2004
Year Acquired	2013
Triple Net Lease [Member] | Fleming Point [Member] | Greece, NY [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Fleming Point [Member] | Greece, NY [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Stoneybrook Lodge [Member] | Corvallis, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,552
Initial Cost to the Company [Abstract]
Land	1,543
Buildings and Improvements	18,119
Furniture, Fixtures and Equipment	843
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,543
Buildings and Improvements	18,119
Furniture, Fixtures and Equipment	843
Total	20,505
Accumulated Depreciation	(650)
NBV	$ 19,855
Year Constructed	1999
Year Acquired	2013
Triple Net Lease [Member] | Stoneybrook Lodge [Member] | Corvallis, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Stoneybrook Lodge [Member] | Corvallis, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | The Regent [Member] | Corvallis, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 6,818
Initial Cost to the Company [Abstract]
Land	1,111
Buildings and Improvements	7,720
Furniture, Fixtures and Equipment	228
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,111
Buildings and Improvements	7,720
Furniture, Fixtures and Equipment	228
Total	9,059
Accumulated Depreciation	(245)
NBV	$ 8,814
Year Constructed	1983
Year Acquired	2013
Triple Net Lease [Member] | The Regent [Member] | Corvallis, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | The Regent [Member] | Corvallis, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Sheldon Oaks [Member] | Eugene, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,776
Initial Cost to the Company [Abstract]
Land	1,577
Buildings and Improvements	17,380
Furniture, Fixtures and Equipment	675
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,577
Buildings and Improvements	17,380
Furniture, Fixtures and Equipment	675
Total	19,632
Accumulated Depreciation	(598)
NBV	$ 19,034
Year Constructed	1995
Year Acquired	2013
Triple Net Lease [Member] | Sheldon Oaks [Member] | Eugene, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Sheldon Oaks [Member] | Eugene, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Rock Creek [Member] | Hillsboro, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 10,452
Initial Cost to the Company [Abstract]
Land	1,617
Buildings and Improvements	11,783
Furniture, Fixtures and Equipment	486
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,617
Buildings and Improvements	11,783
Furniture, Fixtures and Equipment	486
Total	13,886
Accumulated Depreciation	(407)
NBV	$ 13,479
Year Constructed	1996
Year Acquired	2013
Triple Net Lease [Member] | Rock Creek [Member] | Hillsboro, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Rock Creek [Member] | Hillsboro, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Fountains at Hidden Lakes [Member] | Salem, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 5,622
Initial Cost to the Company [Abstract]
Land	903
Buildings and Improvements	6,568
Furniture, Fixtures and Equipment	0
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	903
Buildings and Improvements	6,568
Furniture, Fixtures and Equipment	0
Total	7,471
Accumulated Depreciation	(187)
NBV	$ 7,284
Year Constructed	1990
Year Acquired	2013
Triple Net Lease [Member] | Fountains at Hidden Lakes [Member] | Salem, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Fountains at Hidden Lakes [Member] | Salem, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Hidden Lakes [Member] | Salem, OR [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,241
Initial Cost to the Company [Abstract]
Land	1,389
Buildings and Improvements	16,639
Furniture, Fixtures and Equipment	893
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,389
Buildings and Improvements	16,639
Furniture, Fixtures and Equipment	893
Total	18,921
Accumulated Depreciation	(618)
NBV	$ 18,303
Year Constructed	1990
Year Acquired	2013
Triple Net Lease [Member] | Hidden Lakes [Member] | Salem, OR [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Hidden Lakes [Member] | Salem, OR [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Walnut Woods [Member] | Boyertown, PA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,196
Initial Cost to the Company [Abstract]
Land	308
Buildings and Improvements	18,058
Furniture, Fixtures and Equipment	496
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	308
Buildings and Improvements	18,058
Furniture, Fixtures and Equipment	496
Total	18,862
Accumulated Depreciation	(567)
NBV	$ 18,295
Year Constructed	1997
Year Acquired	2013
Triple Net Lease [Member] | Walnut Woods [Member] | Boyertown, PA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Walnut Woods [Member] | Boyertown, PA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Manor at Oakridge [Member] | Harrisburg, PA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,670
Initial Cost to the Company [Abstract]
Land	992
Buildings and Improvements	24,379
Furniture, Fixtures and Equipment	764
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	992
Buildings and Improvements	24,379
Furniture, Fixtures and Equipment	764
Total	26,135
Accumulated Depreciation	(788)
NBV	$ 25,347
Year Constructed	2000
Year Acquired	2013
Triple Net Lease [Member] | Manor at Oakridge [Member] | Harrisburg, PA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Manor at Oakridge [Member] | Harrisburg, PA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Essex House [Member] | Lemoyne, PA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 20,622
Initial Cost to the Company [Abstract]
Land	936
Buildings and Improvements	25,585
Furniture, Fixtures and Equipment	669
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	936
Buildings and Improvements	25,585
Furniture, Fixtures and Equipment	669
Total	27,190
Accumulated Depreciation	(800)
NBV	$ 26,390
Year Constructed	2002
Year Acquired	2013
Triple Net Lease [Member] | Essex House [Member] | Lemoyne, PA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Essex House [Member] | Lemoyne, PA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Uffelman Estates [Member] | Clarksville, TN [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 8,614
Initial Cost to the Company [Abstract]
Land	625
Buildings and Improvements	10,521
Furniture, Fixtures and Equipment	298
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	625
Buildings and Improvements	10,521
Furniture, Fixtures and Equipment	298
Total	11,444
Accumulated Depreciation	(335)
NBV	$ 11,109
Year Constructed	1993
Year Acquired	2013
Triple Net Lease [Member] | Uffelman Estates [Member] | Clarksville, TN [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Uffelman Estates [Member] | Clarksville, TN [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Arlington Plaza [Member] | Arlington, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 7,987
Initial Cost to the Company [Abstract]
Land	319
Buildings and Improvements	9,821
Furniture, Fixtures and Equipment	391
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	319
Buildings and Improvements	9,821
Furniture, Fixtures and Equipment	391
Total	10,531
Accumulated Depreciation	(342)
NBV	$ 10,189
Year Constructed	1987
Year Acquired	2013
Triple Net Lease [Member] | Arlington Plaza [Member] | Arlington, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Arlington Plaza [Member] | Arlington, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Parkwood Healthcare [Member] | Bedford, TX [Member] | CCRC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,159
Initial Cost to the Company [Abstract]
Land	2,746
Buildings and Improvements	15,463
Furniture, Fixtures and Equipment	755
Gross Amount Carried at Close of Period [Abstract]
Land	2,746
Buildings and Improvements	15,463
Furniture, Fixtures and Equipment	755
Total	18,964
Accumulated Depreciation	(278)
NBV	$ 18,686
Year Constructed	1986
Year Renovated	2008
Year Acquired	2014
Triple Net Lease [Member] | Parkwood Healthcare [Member] | Bedford, TX [Member] | CCRC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Parkwood Healthcare [Member] | Bedford, TX [Member] | CCRC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Parkwood Retirement [Member] | Bedford, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,809
Initial Cost to the Company [Abstract]
Land	2,829
Buildings and Improvements	11,639
Furniture, Fixtures and Equipment	306
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,829
Buildings and Improvements	11,639
Furniture, Fixtures and Equipment	306
Total	14,774
Accumulated Depreciation	(186)
NBV	$ 14,588
Year Constructed	1986
Year Renovated	2007
Year Acquired	2014
Triple Net Lease [Member] | Parkwood Retirement [Member] | Bedford, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Parkwood Retirement [Member] | Bedford, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Autumn Leaves [Member] | Dallas, TX [Member] | CCRC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 18,926
Initial Cost to the Company [Abstract]
Land	3,851
Buildings and Improvements	18,729
Furniture, Fixtures and Equipment	1,097
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	3,851
Buildings and Improvements	18,729
Furniture, Fixtures and Equipment	1,097
Total	23,677
Accumulated Depreciation	(352)
NBV	$ 23,325
Year Constructed	1971
Year Renovated	2012
Year Acquired	2014
Triple Net Lease [Member] | Autumn Leaves [Member] | Dallas, TX [Member] | CCRC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Autumn Leaves [Member] | Dallas, TX [Member] | CCRC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Monticello West [Member] | Dallas, TX [Member] | AL/MC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 20,617
Initial Cost to the Company [Abstract]
Land	3,344
Buildings and Improvements	21,226
Furniture, Fixtures and Equipment	1,225
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	3,344
Buildings and Improvements	21,226
Furniture, Fixtures and Equipment	1,225
Total	25,795
Accumulated Depreciation	(391)
NBV	$ 25,404
Year Constructed	1980
Year Renovated	2013
Year Acquired	2014
Triple Net Lease [Member] | Monticello West [Member] | Dallas, TX [Member] | AL/MC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Monticello West [Member] | Dallas, TX [Member] | AL/MC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Signature Pointe [Member] | Dallas, TX [Member] | CCRC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 28,982
Initial Cost to the Company [Abstract]
Land	5,192
Buildings and Improvements	29,486
Furniture, Fixtures and Equipment	1,579
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	5,192
Buildings and Improvements	29,486
Furniture, Fixtures and Equipment	1,579
Total	36,257
Accumulated Depreciation	(535)
NBV	$ 35,722
Year Constructed	1998
Year Renovated	2013
Year Acquired	2014
Triple Net Lease [Member] | Signature Pointe [Member] | Dallas, TX [Member] | CCRC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Signature Pointe [Member] | Dallas, TX [Member] | CCRC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | The Bentley [Member] | Dallas, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,401
Initial Cost to the Company [Abstract]
Land	2,351
Buildings and Improvements	12,271
Furniture, Fixtures and Equipment	526
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,351
Buildings and Improvements	12,271
Furniture, Fixtures and Equipment	526
Total	15,148
Accumulated Depreciation	(429)
NBV	$ 14,719
Year Constructed	1996
Year Acquired	2013
Triple Net Lease [Member] | The Bentley [Member] | Dallas, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | The Bentley [Member] | Dallas, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Walnut Place [Member] | Dallas, TX [Member] | CCRC [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 19,507
Initial Cost to the Company [Abstract]
Land	5,241
Buildings and Improvements	18,255
Furniture, Fixtures and Equipment	907
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	5,241
Buildings and Improvements	18,255
Furniture, Fixtures and Equipment	907
Total	24,403
Accumulated Depreciation	(324)
NBV	$ 24,079
Year Constructed	1980
Year Renovated	2012
Year Acquired	2014
Triple Net Lease [Member] | Walnut Place [Member] | Dallas, TX [Member] | CCRC [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Walnut Place [Member] | Dallas, TX [Member] | CCRC [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Whiterock Court [Member] | Dallas, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 11,657
Initial Cost to the Company [Abstract]
Land	2,837
Buildings and Improvements	12,205
Furniture, Fixtures and Equipment	446
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,837
Buildings and Improvements	12,205
Furniture, Fixtures and Equipment	446
Total	15,488
Accumulated Depreciation	(416)
NBV	$ 15,072
Year Constructed	2001
Year Acquired	2013
Triple Net Lease [Member] | Whiterock Court [Member] | Dallas, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Whiterock Court [Member] | Dallas, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Dogwood Estates [Member] | Denton, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,235
Initial Cost to the Company [Abstract]
Land	1,002
Buildings and Improvements	18,525
Furniture, Fixtures and Equipment	714
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,002
Buildings and Improvements	18,525
Furniture, Fixtures and Equipment	714
Total	20,241
Accumulated Depreciation	(636)
NBV	$ 19,605
Year Constructed	2005
Year Acquired	2013
Triple Net Lease [Member] | Dogwood Estates [Member] | Denton, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Dogwood Estates [Member] | Denton, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Pinewood Hills [Member] | Flower Mound, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,301
Initial Cost to the Company [Abstract]
Land	2,073
Buildings and Improvements	17,552
Furniture, Fixtures and Equipment	704
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,073
Buildings and Improvements	17,552
Furniture, Fixtures and Equipment	704
Total	20,329
Accumulated Depreciation	(609)
NBV	$ 19,720
Year Constructed	2007
Year Acquired	2013
Triple Net Lease [Member] | Pinewood Hills [Member] | Flower Mound, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Pinewood Hills [Member] | Flower Mound, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Ventura Place [Member] | Lubbock, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,168
Initial Cost to the Company [Abstract]
Land	1,018
Buildings and Improvements	18,034
Furniture, Fixtures and Equipment	946
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,018
Buildings and Improvements	18,034
Furniture, Fixtures and Equipment	946
Total	19,998
Accumulated Depreciation	(677)
NBV	$ 19,321
Year Constructed	1997
Year Acquired	2013
Triple Net Lease [Member] | Ventura Place [Member] | Lubbock, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Ventura Place [Member] | Lubbock, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | The El Dorado [Member] | Richardson, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 10,805
Initial Cost to the Company [Abstract]
Land	1,316
Buildings and Improvements	12,220
Furniture, Fixtures and Equipment	710
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,316
Buildings and Improvements	12,220
Furniture, Fixtures and Equipment	710
Total	14,246
Accumulated Depreciation	(470)
NBV	$ 13,776
Year Constructed	1996
Year Acquired	2013
Triple Net Lease [Member] | The El Dorado [Member] | Richardson, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | The El Dorado [Member] | Richardson, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Madison Estates [Member] | San Antonio, TX [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 12,529
Initial Cost to the Company [Abstract]
Land	1,528
Buildings and Improvements	14,850
Furniture, Fixtures and Equipment	268
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,528
Buildings and Improvements	14,850
Furniture, Fixtures and Equipment	268
Total	16,646
Accumulated Depreciation	(437)
NBV	$ 16,209
Year Constructed	1984
Year Acquired	2013
Triple Net Lease [Member] | Madison Estates [Member] | San Antonio, TX [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Madison Estates [Member] | San Antonio, TX [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Pioneer Valley Lodge [Member] | North Logan, UT [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 14,949
Initial Cost to the Company [Abstract]
Land	1,049
Buildings and Improvements	17,920
Furniture, Fixtures and Equipment	740
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	1,049
Buildings and Improvements	17,920
Furniture, Fixtures and Equipment	740
Total	19,709
Accumulated Depreciation	(632)
NBV	$ 19,077
Year Constructed	2001
Year Acquired	2013
Triple Net Lease [Member] | Pioneer Valley Lodge [Member] | North Logan, UT [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Pioneer Valley Lodge [Member] | North Logan, UT [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Colonial Harbor [Member] | Yorktown, VA [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 17,007
Initial Cost to the Company [Abstract]
Land	2,211
Buildings and Improvements	19,523
Furniture, Fixtures and Equipment	689
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	2,211
Buildings and Improvements	19,523
Furniture, Fixtures and Equipment	689
Total	22,423
Accumulated Depreciation	(653)
NBV	$ 21,770
Year Constructed	2005
Year Acquired	2013
Triple Net Lease [Member] | Colonial Harbor [Member] | Yorktown, VA [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Colonial Harbor [Member] | Yorktown, VA [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years
Triple Net Lease [Member] | Oakwood Hills [Member] | Eau Claire, WI [Member] | IL [Member]
Real Estate and Accumulated Depreciation [Abstract]
Encumbrances	$ 15,078
Initial Cost to the Company [Abstract]
Land	516
Buildings and Improvements	18,872
Furniture, Fixtures and Equipment	645
Costs Capitalized Subsequent to Acquisition	0
Gross Amount Carried at Close of Period [Abstract]
Land	516
Buildings and Improvements	18,872
Furniture, Fixtures and Equipment	645
Total	20,033
Accumulated Depreciation	(631)
NBV	$ 19,402
Year Constructed	2003
Year Acquired	2013
Triple Net Lease [Member] | Oakwood Hills [Member] | Eau Claire, WI [Member] | IL [Member] | Minimum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	3 years
Triple Net Lease [Member] | Oakwood Hills [Member] | Eau Claire, WI [Member] | IL [Member] | Maximum [Member]
Gross Amount Carried at Close of Period [Abstract]
Life on Which Depreciation in Income Statement is Computed	40 years

[1] For United States federal income tax purposes, the initial aggregate cost basis, including furniture, fixtures, and equipment, for New Senior's senior housing real estate assets at December 31, 2014 was approximately $1.66 billion.

[2] The rollforward of the gross real estate investment for the period ended December 31, 2012 excludes any activity in the predecessor period as such balances are on a different basis of accounting. The balance at the beginning of period for period ended December 31, 2012 reflects the Company's initial investment in senior housing properties.

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ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2012	Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013
Accounts Payable and Accrued Liabilities [Abstract]
Security deposits payable			$ 50,917	$ 43,679
Accounts payable			6,058	2,578
Mortgage interest payable			3,651	1,237
Deferred community fees, net			3,113	1,686
Rent collected in advance			2,530	1,660
Deferred tax liability			0	853
Property tax payable			1,627	774
Contingent consideration			50	1,500
Income tax payable			0	243
Other liabilities			4,295	4,484
Accrued expenses and other liabilities			72,241	58,694
Workers' compensation	$ 426	$ 462	$ 2,486	$ 1,519

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2014

INCOME TAXES [Abstract]

Provision for Income Taxes

The provision for income taxes consists of the following:

	Successor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013		For the period from July 18, 2012 to December 31, 2012
Current
Federal	$	(925	)	$	437	$	501
State and local	170			93		101
Total current provision	(755		)	530		602
Deferred
Federal	907			116		(404		)
State and local	8			10		(48		)
Total deferred provision	915			126		(452		)
Total provision for income taxes	$	160		$	656	$	150

Reconciliation of Statutory to Effective Tax Rate

The table below provides a reconciliation of the Company’s provision, based on the statutory rate of 35%, to the effective tax rate.

	Successor
	For the Year Ended December 31, 2014		For the Year Ended December 31, 2013		For the Period from July 18, 2012 to December 31, 2012
Statutory U.S. Federal income tax rate	35.00	%	35.00	%	35.00	%
Non-taxable REIT (loss)	(35.03	)%	(36.90	)%	(36.42	)%
State and local taxes	(0.29	)%	(0.24	)%	(0.19	)%
Other	(0.03	)%	(0.09	)%	—
Effective income tax rate	(0.35	)%	(2.23	)%	(1.61	)%

Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2014, 2013 and 2012 are presented below:

	Successor
	December 31, 2014		December 31, 2013		December 31, 2012
Deferred tax assets:
Depreciation and amortization	$	837	$	—	$	4
Prepaid fees and rent	2,091		1,156		448
Net operating loss	1,724		—		—
Other	20		23		—
Total deferred tax assets	4,672		1,179		452
Less valuation allowance	—		—		—
Net deferred tax assets	4,672		1,179		452
Deferred tax liabilities:
Depreciation and amortization	—		853		—
Deferred revenues	—		—		—
Total deferred tax liabilities	—		853		—
Total net deferred tax assets (liabilities)	$	4,672	$	326	$	452

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The accompanying Consolidated (Successor) and Combined (Predecessor) Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’). The Consolidated Financial Statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. New Senior consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity. At December 31, 2014 and December 31, 2013, the Company did not have any investments in Variable Interest Entities (“VIEs”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

On July 18, 2012 (the “Initial Acquisition Date” and “Commencement of Operations”), New Senior completed the initial acquisition of a portfolio of senior housing properties (the “BPM Portfolio”). The acquisition was accounted for as a business combination using the acquisition method of accounting. As a result, the Consolidated Financial Statements reflect a new basis of accounting for periods subsequent to the Initial Acquisition Date, and the financial information is referred to as “Successor” information. Successor information includes the results of the BPM portfolio and all subsequent acquisitions.

Financial information through, but not including, the Initial Acquisition Date (i.e., financial information on or before July 17, 2012) is referred to as “Predecessor” company information, which has been prepared using the prior owner historical cost basis of accounting. Information in the Combined Financial Statements for the Predecessor period reflects a different ownership and capital structure and does not include the effects of acquisition accounting prior to the Initial Acquisition Date. As a result of the application of acquisition accounting on the Initial Acquisition Date, the Consolidated Financial Statements for the Successor periods are presented on a different basis of accounting when compared to the Predecessor period and, therefore, are not comparable. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor.

During the Predecessor period, the BPM Portfolio comprised stand-alone businesses under common management and control. Therefore, Combined Financial Statements are presented for the Predecessor period. These Combined Financial Statements have been derived using the historical basis of such properties’ assets and liabilities.

During a portion of the Successor period, the Company was not operated as a stand-alone business from Newcastle. Information in the Consolidated Financial Statements for Successor periods prior to November 7, 2014 have been prepared on a stand-alone basis from the Consolidated Financial Statements and accounting records of Newcastle. Information in the Consolidated Financial Statements for periods prior to November 7, 2014 does not necessarily reflect what New Senior’s consolidated results of operations, financial position and cash flows would have been had New Senior operated as an independent company prior to the spin-off. Management believes the assumptions and methods of allocation used in the accompanying Consolidated Financial Statements are reasonable.

Information in the Consolidated Financial Statements for the period from November 7, 2014 through December 31, 2014 and as of December 31, 2014 reflect the revenues, expenses, cash flows and financial position of the Company as a stand-alone company.

The Consolidated (Successor) and Combined (Predecessor) Financial Statements reflect all revenues, expenses and cash flows directly attributable to the Company. Certain expenses of Newcastle, comprised primarily of a portion of its management fee, acquisition and transaction costs and general and administrative costs, have been allocated to New Senior to the extent they were directly associated with the Company for Successor periods prior to the spin-off. The portion of the management fee allocated to New Senior prior to the spin-off represents the product of the management fee rate payable by Newcastle, 1.50% and New Senior’s gross equity, which management believes is a reasonable method for quantifying the cost of the services provided by the employees of the Manager to the Company. New Senior and Newcastle have not shared any costs subsequent to the spin-off. See Note 10 for details related to management agreement terms.

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Use of Estimates

Use of Estimates

Management is required to make estimates and assumptions when preparing financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the accompanying Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from management’s estimates.

Revenue Recognition

Revenue Recognition

Resident Fees and Services -Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which management estimates to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties.

Rental Revenue -Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in other assets. As of December 31, 2014 and December 31, 2013, straight-line rent receivables were $26,454 and $522, respectively.

Acquisition Accounting

Acquisition Accounting

The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangibles assets and assumed liabilities at their respective fair values as of the respective transaction dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of net tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant.

The Company estimates the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis, which is estimated to be 24 months for AL/MC and CCRC properties and 33 months for IL-only properties.

The Company estimates the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases.

Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. The Company estimates the fair value of non-compete intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis.

Contingent consideration, if any, is measured at fair value on the date of acquisition. The fair value of the contingent consideration is remeasured at each reporting date with any change recorded in other (income) and expense in the Consolidated Statements of Operations.

Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition.

Acquisition, transaction and integration costs are expensed as incurred. Integration costs of $726 for the year ended December 31, 2013 have been reclassified from property operating expense to acquisition, transaction and integration expense to conform to the 2014 presentation.

Real Estate Investments

Real Estate Investments

Real estate investments are recorded at cost less accumulated depreciation or accumulated amortization.

Depreciation is calculated on a straight-line basis using estimated remaining useful lives not to exceed 40 years for buildings, 3 to 10 years for building improvements and 3 to 5 years for other fixed assets.

Amortization is calculated on a straight-line basis using estimated useful lives of 24 to 33 months and 5 to 13 years for in-place lease intangibles and other intangibles, respectively. Above/below market lease intangibles are generally amortized over a period of 15 to 17 years except for ground lease intangibles which are amortized over a period of 74 to 82 years.

Impairment of Long Lived Assets

Impairment of Long Lived Assets

The Company periodically evaluates long-lived assets, including definite lived intangible assets, primarily consisting of the Company’s real estate investments, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, market conditions and the Company’s current intentions with respect to holding or disposing of the asset are considered. The Company adjusts the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. An impairment loss is recognized at the time any such determination is made.

The Company did not record any impairment charges related to its real estate assets and related intangibles during any of the reporting periods presented.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and all highly liquid short term investments with maturities of 90 days or less, when purchased.

Deferred Financing Costs

Deferred Financing Costs

The Company amortizes deferred financing costs as a component of interest expense over the terms of the related borrowings using a method that approximates the effective interest rate method. Deferred financing costs are presented as a direct deduction from the carrying amount of Mortgage notes payable pursuant to ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs.

Receivables and Other Assets

Receivables and Other Assets

Receivables and other assets consist primarily of escrows held by lenders, net resident receivables, prepaid expenses and straight-line rent receivables. The Company assesses the collectibility of rent receivables on an ongoing basis, based on an assessment of several factors, including, resident payment history, the financial strength of the resident and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If the evaluation of these factors indicates it is probable that the Company will not be able to recover the full value of the receivable, the Company provides a specific reserve against the portion of the receivable that the Company estimates may not be recovered.

Deferred Revenue

Deferred Revenue

Deferred revenue primarily includes non-refundable community fees received by the Company when residents move in. Deferred revenue amounts are amortized into income on a straight-line basis over the average length of stay of the residents, and are included within accrued expenses and liabilities on the Consolidated Balance Sheets.

Income Taxes

Income Taxes

New Senior has been operating so as to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (“Code”). Requirements for qualification as a REIT include various restrictions on ownership of stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. Distribution of the remaining balance may extend until timely filing of New Senior’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.

Certain activities are conducted through a taxable REIT subsidiary (“TRS”) and therefore are subject to federal and state income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases upon the change in tax status. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Senior recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes on the Consolidated Statements of Operations. As of December 31, 2014 and December 31, 2013, the Company had no uncertain tax positions.

For the Successor periods, the Company’s Consolidated Financial Statements have been prepared based upon the operations of the Company separate from those of Newcastle and include current and deferred income taxes calculated in accordance with the operations of the spin-off. During the Predecessor periods, the Company was treated as a disregarded single-member limited liability entity for U.S. federal and state income tax purposes and was not subject to income taxes.

Fair Value Measurement

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used by the Company in measuring fair value:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Stock Options

Stock Options

Options granted to New Senior’s directors are measured at fair value at the grant date with the related expense recognized over the service term, if any.

Equity

Equity

Net income earned prior to the spin-off is included in additional paid in capital instead of retained earnings since the accumulation of retained earnings began as of the date of spin-off from Newcastle.

Management Fee to Affiliate

Management Fee to Affiliate – During the Successor period and prior to the spin-off from Newcastle, this represents an amount of the management fee charged to Newcastle by the Manager and allocated to the Company. During the Successor period and after the spin-off from Newcastle, this represents amounts due to the Manager (as defined in Note 10) pursuant to the Management Agreement between the Manager and New Senior (as defined in Note 10).

Advertising Costs

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were $495, $336, and $71 for the year ended December 31, 2014, December 31, 2013, and the period from July 18, 2012 to December 31, 2012, respectively, and are included in property operating expense in the Consolidated Statements of Operations. Advertising costs were $76 for the period from January 1, 2012 to July 17, 2012 and are included in property operating expense in the Combined Statement of Operations.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  ASU 2014-08 raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. This update is effective for New Senior in the first quarter of 2015. New Senior does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements until it disposes of a component of its business in future periods.

In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued ASU 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2017. Early application is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

In November 2014, the Emerging Issues Task Force (EITF) and FASB issued ASU 2014-17 Pushdown Accounting. The guidance will allow but not require an acquired entity to apply pushdown accounting upon acquisition by a new parent. It will give acquired entities that are businesses or nonprofit activities the option to apply pushdown accounting in their separate financial statements when an acquirer obtains control of them. The guidance represents a significant change from current practice which requires registrants to apply pushdown accounting when they become substantially wholly owned and prohibits pushdown accounting at ownership levels of less than 80%. The guidance is effective immediately from November 18, 2014. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with Topic 250, Accounting Changes and Error Corrections. This ASU is applicable to the Company as it is considered a variable interest entity ("VIE") due to the terms of the Management Agreement with the Manager, and the Manager has been deemed the primary beneficiary. As the Manager is a wholly owned subsidiary of Fortress, Fortress is consolidating New Senior as of November 7, 2014, and New Senior has elected not to apply push down accounting.

In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact, if any, it may have on its Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, "Mortgage notes payable, net" is reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively, in the Consolidated Balance Sheets.

The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of these proposed changes are significant and could have a material impact on New Senior's Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized.

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CONCENTRATION OF CREDIT RISK (Details) - USD ($) $ in Thousands	5 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2014	Dec. 31, 2013
Concentration of Credit Risk [Abstract]
Percentage of properties under triple net master leases (in hundredths)	0.00%	67.00%	68.00%
Security deposit		$ 1,225	$ 1,289
Triple Net Lease Properties [Member] | Revenues [Member] | Credit Concentration Risk [Member]
Concentration of Credit Risk [Abstract]
Concentration risk percentage (in hundredths)	0.00%	35.00%	2.30%
Triple Net Lease Properties [Member] | NOI [Member] | Credit Concentration Risk [Member]
Concentration of Credit Risk [Abstract]
Concentration risk percentage (in hundredths)	0.00%	62.50%	7.80%
Blue Harbor and Holiday [Member]
Concentration of Credit Risk [Abstract]
Percentage of real estate investments managed and operated (in hundredths)	100.00%	32.00%	32.00%
Blue Harbor and Holiday [Member] | Real Estate Investment [Member]
Concentration of Credit Risk [Abstract]
Percentage of real estate investments managed and operated (in hundredths)	100.00%	96.50%	100.00%
Blue Harbor and Holiday [Member] | Revenues [Member]
Concentration of Credit Risk [Abstract]
Percentage of real estate investments managed and operated (in hundredths)	100.00%	99.80%	100.00%
Blue Harbor and Holiday [Member] | NOI [Member]
Concentration of Credit Risk [Abstract]
Percentage of real estate investments managed and operated (in hundredths)	100.00%	99.70%	100.00%
Tenant for Holiday Portfolios [Member]
Concentration of Credit Risk [Abstract]
Security deposit		$ 43,400
Minimum net worth required by guarantor		$ 150,000
Minimum fixed coverage ratio		1.10
Maximum leverage ratio		10

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REAL ESTATE INVESTMENTS (Details) - USD ($) $ in Thousands	5 Months Ended		7 Months Ended	12 Months Ended
	Dec. 31, 2012		Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2014
Gross Carrying Amount [Abstract]
Balance at beginning of period				$ 1,373,428
Acquisition of real estate investments	$ 37,872	[1]		260,543	$ 1,205,607
Additions to real estate investments	297	[1]		8,538	3,502
Balance at end of period				1,638,929	1,373,428
Accumulated Depreciation [Abstract]
Balance at beginning of period				(10,526)
Balance at end of period				(56,988)	(10,526)
Depreciation expense	1,559		$ 1,203	46,622	8,984
Gross Carrying Amount				1,373,428	1,373,428	$ 1,638,929
Accumulated Depreciation				(10,526)	(10,526)	(56,988)
Net real estate property					1,362,902	1,581,941
Real Estate Intangibles [Abstract]
Gross carrying amount					123,063	178,615
Accumulated amortization					(22,174)	(79,021)
Net real estate intangibles					100,889	99,594
Amortization expense	4,225		$ 0	56,776	17,949
Estimated Future Amortization of Intangible Assets [Abstract]
2015						59,330
2016						31,338
2017						784
2018						600
2019						484
Thereafter						7,058
Net real estate intangibles					100,889	99,594
Rental Revenue [Member]
Real Estate Intangibles [Abstract]
Accretion of below market leases	$ 0			119	3
Land [Member]
Gross Carrying Amount [Abstract]
Balance at beginning of period				102,064
Balance at end of period				138,799	102,064
Accumulated Depreciation [Abstract]
Balance at beginning of period				0
Balance at end of period				0	0
Gross Carrying Amount				102,064	102,064	138,799
Accumulated Depreciation				0	0	0
Net real estate property					102,064	138,799
Building and Improvements [Member]
Gross Carrying Amount [Abstract]
Balance at beginning of period				1,220,578
Balance at end of period				1,434,200	1,220,578
Accumulated Depreciation [Abstract]
Balance at beginning of period				(8,359)
Balance at end of period				(43,164)	(8,359)
Gross Carrying Amount				1,220,578	1,220,578	1,434,200
Accumulated Depreciation				(8,359)	(8,359)	(43,164)
Net real estate property					1,212,219	1,391,036
Furniture, Fixtures and Equipment [Member]
Gross Carrying Amount [Abstract]
Balance at beginning of period				50,786
Balance at end of period				65,930	50,786
Accumulated Depreciation [Abstract]
Balance at beginning of period				(2,167)
Balance at end of period				(13,824)	(2,167)
Gross Carrying Amount				50,786	50,786	65,930
Accumulated Depreciation				$ (2,167)	(2,167)	(13,824)
Net real estate property					48,619	52,106
Above/Below Market Lease Intangibles, Net [Member]
Real Estate Intangibles [Abstract]
Gross carrying amount					5,049	5,868
Accumulated amortization					(3)	(167)
Net real estate intangibles					$ 5,046	5,701
Weighted average amortization period				52 years 1 month 6 days	57 years 6 months
Estimated Future Amortization of Intangible Assets [Abstract]
Net real estate intangibles					$ 5,046	5,701
In-Place Lease Intangibles [Member]
Real Estate Intangibles [Abstract]
Gross carrying amount					112,214	166,951
Accumulated amortization					(21,824)	(77,889)
Net real estate intangibles					$ 90,390	89,062
Weighted average amortization period				2 years 3 months 18 days	2 years 6 months
Estimated Future Amortization of Intangible Assets [Abstract]
Net real estate intangibles					$ 90,390	89,062
Other Intangibles [Member]
Real Estate Intangibles [Abstract]
Gross carrying amount					5,800	5,796
Accumulated amortization					(347)	(965)
Net real estate intangibles					$ 5,453	4,831
Weighted average amortization period				9 years 7 months 6 days	9 years 6 months
Estimated Future Amortization of Intangible Assets [Abstract]
Net real estate intangibles					$ 5,453	$ 4,831

[1] The rollforward of the gross real estate investment for the period ended December 31, 2012 excludes any activity in the predecessor period as such balances are on a different basis of accounting. The balance at the beginning of period for period ended December 31, 2012 reflects the Company's initial investment in senior housing properties.

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables)

12 Months Ended

Dec. 31, 2014

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) [Abstract]

Summarized Unaudited Quarterly Financial Data

2014	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	57,835		$	59,623		$	67,145		$	70,382		$	254,985
Net operating income	32,276			33,427			38,369			38,671			142,743
Net income/(loss) before tax	(10,578		)	(10,403		)	(10,801		)	(14,461		)	(46,243		)
Income tax expense (benefit)	360			627			350			(1,177		)	160
Net income/(loss)	$	(10,938	)	$	(11,030	)	$	(11,151	)	$	(13,284	)	$	(46,403	)
Income (loss) per share of common stock
Basic and diluted	(0.16		)	(0.17		)	(0.17		)	(0.20		)	(0.70		)
Weighted average number of shares of common stock outstanding
Basic and diluted	66,399,857			66,399,857			66,399,857			66,404,051			66,400,914

2013	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	12,979		$	13,509		$	24,257		$	34,391		$	85,136
Net operating income	3,777			4,254			6,605			10,774			25,410
Net income/(loss) before tax	(1,956		)	(3,640		)	(8,612		)	(15,182		)	(29,390		)
Income tax benefit (expense)	211			436			67			(58		)	656
Net income/(loss)	$	(2,167	)	$	(4,076	)	$	(8,679	)	$	(15,124	)	$	(30,046	)
Income (loss) per share of common stock
Basic and diluted	(0.03		)	(0.06		)	(0.13		)	(0.23		)	(0.45		)
Weighted average number of shares of common stock outstanding
Basic and diluted	66,399,857			66,399,857			66,399,857			66,399,857			66,399,857

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COMMITMENTS AND CONTINGENCIES (Details) - 12 months ended Dec. 31, 2014 $ in Thousands	USD ($) Lease
Capital Improvement and Repair Commitments [Abstract]
Number of ground leases | Lease	2
Aggregate annual rent payments	$ 368
Ground Lease 1 [Member]
Capital Improvement and Repair Commitments [Abstract]
Lease period	74 years
Ground Lease 2 [Member]
Capital Improvement and Repair Commitments [Abstract]
Lease period	82 years
Capital Improvement Commitments [Member]
Capital Improvement and Repair Commitments [Abstract]
Lease period	15 years
Funds reserved for future capital expenditures	$ 0
Capital Improvements to Properties Under Certain Lease Agreements [Member]
Capital Improvement and Repair Commitments [Abstract]
Capital improvements	6,500
Additional Capital Improvements to Properties Under Certain Lease Agreements [Member]
Capital Improvement and Repair Commitments [Abstract]
Capital improvements	$ 9,000

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TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES (Details) - USD ($) $ in Thousands	2 Months Ended	5 Months Ended	7 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2012	Jul. 17, 2012	Nov. 06, 2014	Dec. 31, 2014	Dec. 31, 2013
Management and Lease Agreements [Abstract]
Management fee rate payable by Newcastle (in hundredths)					1.50%
Rental revenue					$ 97,992	$ 1,918
Newcastle [Member]
Management and Lease Agreements [Abstract]
Management fee to affiliate		$ 464		$ 6,610		1,796
Manager [Member]
Management and Lease Agreements [Abstract]
Management fee rate payable by Newcastle (in hundredths)					1.50%
Management fee to affiliate	$ 1,860
Percentage used in calculation of annual incentive compensation paid to Manager (in hundredths)					25.00%
Interest rate used in calculation of annual incentive compensation paid to Manager (in hundredths)					10.00%
Manager incentive compensation	0
Reimbursement to manger for other tasks and services under the management agreement	$ 1,551
Regent Assisted Living, Inc. and BPM Senior Housing Company [Member]
Management and Lease Agreements [Abstract]
Percentage of property's effective gross income paid as property management fees (in hundredths)			5.00%
Property management fees			$ 988
Property-level payroll expenses			$ 3,538
Managed Properties [Member] | Property Managers [Member]
Management and Lease Agreements [Abstract]
Property management fees		1,082			$ 9,327	4,976
Travel reimbursement costs		35			318	181
Property-level payroll expenses		6,761			$ 58,017	32,520
Initial term of Property Management Agreements					10 years
Extension period after initial term of Property Management Agreements					1 year
Managed Properties [Member] | Blue Harbor and Holiday [Member]
Management and Lease Agreements [Abstract]
Initial term of Property Management Agreements					10 years
Extension period after initial term of Property Management Agreements					1 year
Managed Properties [Member] | Blue Harbor and Holiday [Member] | Independent Living Properties [Member]
Management and Lease Agreements [Abstract]
Percentage of property's effective gross income paid as property management fees (in hundredths)					5.00%
Managed Properties [Member] | Blue Harbor and Holiday [Member] | Assisted Living/Memory Care Properties [Member]
Management and Lease Agreements [Abstract]
Percentage of property's gross income paid as property management fees for first two years (in hundredths)					6.00%
Percentage of property's gross income paid as property management fees thereafter (in hundredths)					7.00%
Triple Net Lease Properties [Member] | Holiday [Member]
Management and Lease Agreements [Abstract]
Rental revenue		$ 0			$ 65,031	$ 1,399

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ACQUISITIONS

12 Months Ended

Dec. 31, 2014

ACQUISITIONS [Abstract]

ACQUISITIONS

3. ACQUISITIONS

During the year ended December 31, 2014, the Company completed the acquisitions of eight portfolios representing 16 senior housing properties for total consideration of $314,935, of which $195,144 was financed through debt issued in connection with the acquisitions, and the remainder paid in cash. Ten of these properties (nine AL/MC properties and one IL-only property) were integrated into the Company’s Managed Properties segment while the remaining six properties (four CCRC, one AL/MC and one IL-only (together, the “LCS Portfolio”)) are subject to triple net leases with a third party (“LCS”) and are included in the Company’s Triple Net Lease segment. Included in Resident fees and services, Rental revenue, and Net Loss is $16,327, $8,799, and $9,543, respectively, attributable to these acquisitions.

The Company has retained Holiday, Blue Harbor and JEA to manage two, seven and one of the properties, respectively, acquired in the Managed Properties segment during the year ended December 31, 2014.

During the year ended December 31, 2013, the Company completed the acquisitions of nine portfolios representing 72 senior housing properties. Seven of the portfolios (representing 21 properties) were integrated into the Company’s Managed Properties segment and the Company retained Holiday and Blue Harbor to manage 18 and three of the properties, respectively. Two portfolios (representing 51 properties) were integrated into the Triple Net Lease segment and were leased to Holiday.

The following table summarizes the acquisition date fair value of identifiable assets acquired and liabilities assumed in connection with the acquisitions completed in the years ended December 31, 2014 and December 31, 2013, in accordance with the acquisition method of accounting:

	2014 Acquisitions									2013 Acquisitions
	Managed Properties (A)			Triple Net Lease Properties			Total			Managed Properties (B)			Triple Net Lease Properties			Total
Real estate investments	$	116,674		$	143,869		$	260,543		$	268,011		$	937,596		$	1,205,607
In-place lease intangibles	15,301			39,894			55,195			31,673			57,830			89,503
Above/below market lease intangibles	—			819			819			—			5,049			5,049
Other intangibles	—			—			—			5,200			—			5,200
Assumed mortgage notes payable	—			—			—			(43,128		)	—			(43,128		)
Other assets, net of other liabilities	(70		)	(1,552		)	(1,622		)	(2,157		)	—			(2,157		)
Total Consideration	131,905			183,030			314,935			259,599			1,000,475			1,260,074
Mortgage notes payable	(80,144		)	(115,000		)	(195,144		)	(175,871		)	(719,350		)	(895,221		)
Net assets	51,761			68,030			119,791			83,728			281,125			364,853
Total acquisition related expenses	$	2,105		$	993		$	3,098		$	5,810		$	4,513		$	10,323

(A) Includes $50 for the fair value of earn-out consideration. The earn-out is limited to $750 as per the agreement.

(B) Includes $1,500 for the fair value of earn-out consideration. In 2014, this earn-out was remeasured to zero.

The Company's acquisition accounting for transactions completed during the year ended December 31, 2014 is still preliminary (with the exception of properties acquired during the first quarter of 2014 for which the acquisition accounting has been finalized), pending the completion of various analyses and the finalization of estimates used in the determination of fair values. During the measurement period, additional assets or liabilities may be recognized if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets or liabilities as of that date. The preliminary measurement of net assets acquired may be adjusted after obtaining additional information regarding, among other things, asset valuations (including market and other information with which to determine fair values), liabilities assumed, the analysis of assumed contracts, and revisions of previous estimates. These adjustments may be significant and will be accounted for retrospectively.

During the year ended December 31, 2014, measurement period adjustments were made based on the valuation of assets acquired and liabilities assumed. For the year ended December 31, 2014, the adjustments included a decrease of $18,379 to real estate investments, an increase of $18,164 to in-place lease intangibles, an increase of $141 to above/below market lease intangibles and an increase of $74 to other liabilities. None of the measurement period adjustments had a material impact on the Company's previously reported results of operations.

The following table illustrates the effect of the acquisitions completed in the year ended December 31, 2014 on revenues and pre-tax net income (loss) as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	278,900		$	267,822
Pre-tax net Income (loss)	$	(55,028	)	$	(53,767	)

The pro forma results are not necessarily indicative of the operating results that would have been obtained had the acquisitions occurred as of January 1, 2013, nor are they necessarily indicative of future operating results.

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RECEIVABLES AND OTHER ASSETS, NET (Details) - USD ($) $ in Thousands		5 Months Ended	7 Months Ended	12 Months Ended
		Dec. 31, 2012	Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013
Receivables and Other Assets [Abstract]
Straight line rent receivables				$ 26,454	$ 522
Escrows held by lenders	[1]			10,768	2,834
Other receivables				5,845	1,119
Prepaid expenses				3,217	2,444
Resident receivables, net				3,162	2,993
Deferred tax asset				4,672	1,179
Security deposits				1,225	1,289
Income tax receivable				1,870	0
Other assets				1,034	1,052
Total receivables and other assets				58,247	13,432
Allowance for Doubtful Accounts [Roll Forward]
Balance at Beginning of Year		$ 0	$ 1	303	9
Charged to Bad Debt		11	0	922	314
Writeoffs Net of Recoveries		(2)	(1)	(1,035)	(20)
Balance at End of Year		$ 9	$ 0	$ 190	$ 303

[1] Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties.

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RECEIVABLES AND OTHER ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2014

RECEIVABLES AND OTHER ASSETS, NET [Abstract]

Receivables and Other Assets, Net

	December 31, 2014		December 31, 2013
Straight line rent receivables	$	26,454	$	522
Escrows held by lenders (A)	10,768		2,834
Other receivables	5,845		1,119
Prepaid expenses	3,217		2,444
Resident receivables, net	3,162		2,993
Deferred tax asset	4,672		1,179
Security deposits	1,225		1,289
Income tax receivable	1,870		—
Other assets	1,034		1,052
	$	58,247	$	13,432

(A) Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties.

Allowance for Doubtful Accounts and Related Provision for Resident Receivables

Following is a summary of the allowance for doubtful accounts and the related provision for resident receivables:

Allowance for Doubtful Accounts:	Balance at Beginning of Year		Charged to Bad Debt		Writeoffs, Net of Recoveries			Balance at End of Year
January 1, 2012 - July 17, 2012	$	1	$	—	$	(1	)	$	—
July 18, 2012 - December 31, 2012	—		11		(2		)	9
Year ended December 31, 2013	9		314		(20		)	303
Year ended December 31, 2014	$	303	$	922	$	(1,035	)	$	190

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REAL ESTATE INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2014

REAL ESTATE INVESTMENTS [Abstract]

Real Estate Investments

	December 31, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value		Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value
Land	$	138,799	$	—		$	138,799	$	102,064	$	—		$	102,064
Building and improvements	1,434,200		(43,164		)	1,391,036		1,220,578		(8,359		)	1,212,219
Furniture, fixtures and equipment	65,930		(13,824		)	52,106		50,786		(2,167		)	48,619
Total	$	1,638,929	$	(56,988	)	$	1,581,941	$	1,373,428	$	(10,526	)	$	1,362,902

Real Estate Intangibles

The following tables summarize the Company’s real estate intangibles as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period
Above/below market lease intangibles, net	$	5,868	$	(167	)	$	5,701	52.1 years	$	5,049	$	(3	)	$	5,046	57.5 years
In-place lease intangibles	166,951		(77,889		)	89,062		2.3 years	112,214		(21,824		)	90,390		2.5 years
Other intangibles	5,796		(965		)	4,831		9.6 years	5,800		(347		)	5,453		9.5 years
Total intangibles	$	178,615	$	(79,021	)	$	99,594		$	123,063	$	(22,174	)	$	100,889

Estimated Future Amortization of Intangible Assets

Estimated future amortization of intangible assets is as follows:

Years Ending December 31
2015	$	59,330
2016	31,338
2017	784
2018	600
2019	484
Thereafter	7,058
Total	$	99,594

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SCHEDULE III, REAL ESTATE AND ACCUMULATED DEPRECIATION, Rollforward of Gross Carrying Amount and Accumulated Depreciaton (Details) - USD ($) $ in Thousands	5 Months Ended		12 Months Ended
	Dec. 31, 2012	[1]	Dec. 31, 2014		Dec. 31, 2013
Gross Carrying Amount [Roll Forward]
Beginning of period	$ 126,201		$ 1,373,428		$ 164,360	[1]
Acquisitions	37,872		260,543		1,205,607
Additions	297		8,538		3,502
Disposals and other	(10)		(3,580)		(41)
End of period	164,360		1,638,929	[2]	1,373,428
Accumulated Depreciation [Roll Forward]
Beginning of period	0		(10,526)		(1,558)	[1]
Depreciation expense	(1,559)		(46,622)		(8,984)
Disposals and other	1		160		16
Balance at end of year	$ (1,558)		$ (56,988)		$ (10,526)

[1] The rollforward of the gross real estate investment for the period ended December 31, 2012 excludes any activity in the predecessor period as such balances are on a different basis of accounting. The balance at the beginning of period for period ended December 31, 2012 reflects the Company's initial investment in senior housing properties.

[2] For United States federal income tax purposes, the initial aggregate cost basis, including furniture, fixtures, and equipment, for New Senior's senior housing real estate assets at December 31, 2014 was approximately $1.66 billion.

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DEFERRED FINANCING COSTS (Details) - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Assets
Deferred financing costs, net	$ 36,206	$ 41,979
Liabilities
Mortgage notes payable, net	1,223,224	1,035,193
Deferred Finance Costs, Net [Abstract]
Gross carrying amount	45,569	43,011
Accumulated amortization	(9,363)	(1,032)
Deferred financing costs, net	36,206	41,979
Accounting Standards Update 2015-03 [Member]
Assets
Deferred financing costs, net	0	0
Liabilities
Mortgage notes payable, net	1,223,224	1,035,193
Deferred Finance Costs, Net [Abstract]
Deferred financing costs, net	0	0
Accounting Standards Update 2015-03 [Member] | Previous Presentation [Member]
Assets
Deferred financing costs, net	36,206	41,979
Liabilities
Mortgage notes payable, net	1,259,430	1,077,172
Deferred Finance Costs, Net [Abstract]
Deferred financing costs, net	36,206	41,979
Accounting Standards Update 2015-03 [Member] | Adjustment [Member]
Assets
Deferred financing costs, net	(36,206)	(41,979)
Liabilities
Mortgage notes payable, net	(36,206)	(41,979)
Deferred Finance Costs, Net [Abstract]
Deferred financing costs, net	$ (36,206)	$ (41,979)

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DEFERRED FINANCING COSTS (Tables)

12 Months Ended

Dec. 31, 2014

DEFERRED FINANCING COSTS [Abstract]

Retrospective Effect of Adopting ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs

The Company has elected to early adopt the provisions of this ASU and is retrospectively applying this standard to all prior periods, as set forth:

	December 31, 2014										December 31, 2013
	Previous Presentation			Adjustment				Current Presentation			Previous Presentation			Adjustment				Current Presentation
Assets:
Deferred financing costs, net		$	36,206		$	(36,206	)		$	—		$	41,979		$	(41,979	)		$	—
Liabilities:
Mortgage notes payable, net		$	1,259,430		$	(36,206	)		$	1,223,224		$	1,077,172		$	(41,979	)		$	1,035,193

Deferred Financing Costs

The deferred financing costs summarized in the following table are presented as a reduction to "Mortgage notes payable, net" in the Consolidated Balance Sheets.

	December 31, 2014			December 31, 2013
Gross carrying amount	$	45,569		$	43,011
Accumulated amortization	(9,363		)	(1,032		)
Deferred financing costs, net	$	36,206		$	41,979

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MORTGAGE NOTES PAYABLE, NET (Tables)

12 Months Ended

Dec. 31, 2014

MORTGAGE NOTES PAYABLE, NET [Abstract]

Mortgage Notes Payable, Net

			December 31, 2014					December 31, 2013
	Final Stated Maturity	Stated Interest Rate	Outstanding Face Amount		Carrying Value (A)		Weighted Average Maturity (Years)	Outstanding Face Amount		Carrying Value (A)
Managed Properties
Fixed Rate (B)(C)	Aug 2018-Mar 2020	1.60% to 4.93%	$	156,763	$	154,696	4.3	$	159,228	$	155,694
Floating Rate  (D)	Aug 2016-Sep 2019	LIBOR +2.75% to LIBOR +3.75%	278,424		275,689		3.3	198,584		196,110
Triple Net Lease Properties
Fixed Rate (E)	Jan 2021-Jan 2024	3.83% to 8.00%	708,383		679,333		7.1	719,350		683,389
Floating Rate	Oct 2017	LIBOR + 3.25%	115,000		113,506		2.8	—		—
Total			$	1,258,570	$	1,223,224	5.5	$	1,077,162	$	1,035,193

(A) The totals are reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively.

(B) Includes a loan with an outstanding face amount of $11,432, as of December 31, 2014, which has an interest rate based on the applicable U.S. Treasury Security rates for the first two years. The interest rate is 4.5%, 4.75% and 5.0% for years three through five, respectively.

(C) Includes loans with an outstanding face amount of $40,584, as of December 31, 2014, for which the Company bought down the interest rate to 4.0% for the first two years. The interest rate will range from 5.99% to 6.76% thereafter.

(D) Includes floating rate mortgage loans with a total carrying value of $164,974, as of December 31, 2014, which have a LIBOR floor of 1.0%.

(E) Includes loans with an outstanding face amount of $356,818 and $312,157, as of December 31, 2014, for which the Company bought down the interest rates to 4.00% and 3.83%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.56%, respectively, thereafter.

Contractual Maturities of Mortgage Notes Payable

The Company’s mortgage notes payable have contractual maturities as follows:

2015	$	17,046
2016	42,302
2017	204,128
2018	206,774
2019	140,657
Thereafter	647,663
Total	$	1,258,570

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2014

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying Consolidated (Successor) and Combined (Predecessor) Financial Statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP’’). The Consolidated Financial Statements include the accounts of New Senior and its consolidated subsidiaries. All significant intercompany transactions and balances have been eliminated. New Senior consolidates those entities in which it has control over significant operating, financial and investing decisions of the entity. At December 31, 2014 and December 31, 2013, the Company did not have any investments in Variable Interest Entities (“VIEs”). VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

On July 18, 2012 (the “Initial Acquisition Date” and “Commencement of Operations”), New Senior completed the initial acquisition of a portfolio of senior housing properties (the “BPM Portfolio”). The acquisition was accounted for as a business combination using the acquisition method of accounting. As a result, the Consolidated Financial Statements reflect a new basis of accounting for periods subsequent to the Initial Acquisition Date, and the financial information is referred to as “Successor” information. Successor information includes the results of the BPM portfolio and all subsequent acquisitions.

Financial information through, but not including, the Initial Acquisition Date (i.e., financial information on or before July 17, 2012) is referred to as “Predecessor” company information, which has been prepared using the prior owner historical cost basis of accounting. Information in the Combined Financial Statements for the Predecessor period reflects a different ownership and capital structure and does not include the effects of acquisition accounting prior to the Initial Acquisition Date. As a result of the application of acquisition accounting on the Initial Acquisition Date, the Consolidated Financial Statements for the Successor periods are presented on a different basis of accounting when compared to the Predecessor period and, therefore, are not comparable. Black lines have been drawn to separate the Successor’s financial information from that of the Predecessor.

During the Predecessor period, the BPM Portfolio comprised stand-alone businesses under common management and control. Therefore, Combined Financial Statements are presented for the Predecessor period. These Combined Financial Statements have been derived using the historical basis of such properties’ assets and liabilities.

During a portion of the Successor period, the Company was not operated as a stand-alone business from Newcastle. Information in the Consolidated Financial Statements for Successor periods prior to November 7, 2014 have been prepared on a stand-alone basis from the Consolidated Financial Statements and accounting records of Newcastle. Information in the Consolidated Financial Statements for periods prior to November 7, 2014 does not necessarily reflect what New Senior’s consolidated results of operations, financial position and cash flows would have been had New Senior operated as an independent company prior to the spin-off. Management believes the assumptions and methods of allocation used in the accompanying Consolidated Financial Statements are reasonable.

Information in the Consolidated Financial Statements for the period from November 7, 2014 through December 31, 2014 and as of December 31, 2014 reflect the revenues, expenses, cash flows and financial position of the Company as a stand-alone company.

The Consolidated (Successor) and Combined (Predecessor) Financial Statements reflect all revenues, expenses and cash flows directly attributable to the Company. Certain expenses of Newcastle, comprised primarily of a portion of its management fee, acquisition and transaction costs and general and administrative costs, have been allocated to New Senior to the extent they were directly associated with the Company for Successor periods prior to the spin-off. The portion of the management fee allocated to New Senior prior to the spin-off represents the product of the management fee rate payable by Newcastle, 1.50% and New Senior’s gross equity, which management believes is a reasonable method for quantifying the cost of the services provided by the employees of the Manager to the Company. New Senior and Newcastle have not shared any costs subsequent to the spin-off. See Note 10 for details related to management agreement terms.

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

Use of Estimates

Management is required to make estimates and assumptions when preparing financial statements in conformity with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the accompanying Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from management’s estimates.

Revenue Recognition

Resident Fees and Services -Resident fees and services include monthly rental revenue, care income and ancillary income recognized from the Managed Properties segment. Resident fees and services are recognized monthly as services are provided. Lease agreements with residents are cancelable by the resident with 30 days’ notice. Ancillary income primarily relates to non-refundable community fees. Non-refundable community fees are recognized on a straight-line basis over the average length of stay of residents, which management estimates to be approximately 24 months for AL/MC properties and approximately 33 months for IL-only properties.

Rental Revenue -Rental revenue from the Triple Net Lease Properties segment is recognized on a straight-line basis over the applicable term of the lease when collectability is reasonably assured. Recognizing rental revenue on a straight-line basis typically results in recognizing revenue in excess of cash amounts contractually due from the Company’s tenants during the first half of the lease term, creating a straight-line rent receivable that is included in other assets. As of December 31, 2014 and December 31, 2013, straight-line rent receivables were $26,454 and $522, respectively.

Acquisition Accounting

The Company has determined that all of its acquisitions should be accounted for under the acquisition method. The accounting for acquisitions requires the identification and measurement of all acquired tangible and intangibles assets and assumed liabilities at their respective fair values as of the respective transaction dates. Recognized intangible assets primarily include the fair value of in-place resident leases and above/below market lease intangibles. In measuring the fair value of net tangible and identified intangible assets acquired and liabilities assumed, management uses information obtained as a result of pre-acquisition due diligence, marketing, leasing activities and independent appraisals. In the case of real property, the fair value of the tangible assets acquired is determined by valuing the property as if it were vacant.

The Company estimates the fair value of in-place leases as (i) the present value of the estimated rental revenue that would have been forgone, offset by variable costs that would have otherwise been incurred during a reasonable lease-up period, as if the acquired units were vacant and (ii) the estimated absorption costs, such as additional marketing costs that would have been incurred during the lease-up period. The acquisition fair value of the in-place lease intangibles is amortized over the average length of stay of the residents at the senior housing properties on a straight-line basis, which is estimated to be 24 months for AL/MC and CCRC properties and 33 months for IL-only properties.

The Company estimates the fair value of above/below market lease intangibles as the difference between contract rent and market rent over the remaining lease term for each leased property, on a discounted basis. Above/below market lease intangibles also include ground lease intangibles that are amortized over the contractual lives of the leases.

Other intangibles recognized upon acquisition include intangible assets such as non-compete intangibles. Non-compete intangibles reflect the fair value of non-compete agreements at acquisition. The Company estimates the fair value of non-compete intangibles as the sum of (i) the present value of the consulting services during the non-compete period and (ii) the difference between (a) the present value of the net operating income with the non-compete agreements in place and (b) the present value of the net operating income, as if the non-compete agreements were not in place. The acquisition fair value of the non-compete intangibles is amortized over the non-compete period on a straight-line basis.

Contingent consideration, if any, is measured at fair value on the date of acquisition. The fair value of the contingent consideration is remeasured at each reporting date with any change recorded in other (income) and expense in the Consolidated Statements of Operations.

Acquisition and transaction expense includes costs related to completed and potential acquisitions and transactions and include advisory, legal, accounting, valuation and other professional or consulting fees. Integration expense includes costs directly related to the integration of acquired businesses such as lender mandated repairs, licensing, rebranding and training incurred in connection with the acquisition.

Acquisition, transaction and integration costs are expensed as incurred. Integration costs of $726 for the year ended December 31, 2013 have been reclassified from property operating expense to acquisition, transaction and integration expense to conform to the 2014 presentation.

Real Estate Investments

Real estate investments are recorded at cost less accumulated depreciation or accumulated amortization.

Depreciation is calculated on a straight-line basis using estimated remaining useful lives not to exceed 40 years for buildings, 3 to 10 years for building improvements and 3 to 5 years for other fixed assets.

Amortization is calculated on a straight-line basis using estimated useful lives of 24 to 33 months and 5 to 13 years for in-place lease intangibles and other intangibles, respectively. Above/below market lease intangibles are generally amortized over a period of 15 to 17 years except for ground lease intangibles which are amortized over a period of 74 to 82 years.

Impairment of Long Lived Assets

The Company periodically evaluates long-lived assets, including definite lived intangible assets, primarily consisting of the Company’s real estate investments, for impairment indicators. If indicators of impairment are present, the Company evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying operations. In performing this evaluation, market conditions and the Company’s current intentions with respect to holding or disposing of the asset are considered. The Company adjusts the net book value of leased properties and other long-lived assets to fair value if the sum of the expected future undiscounted cash flows, including sales proceeds, is less than book value. An impairment loss is recognized at the time any such determination is made.

The Company did not record any impairment charges related to its real estate assets and related intangibles during any of the reporting periods presented.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and all highly liquid short term investments with maturities of 90 days or less, when purchased.

Deferred Financing Costs

The Company amortizes deferred financing costs as a component of interest expense over the terms of the related borrowings using a method that approximates the effective interest rate method. Deferred financing costs are presented as a direct deduction from the carrying amount of Mortgage notes payable pursuant to ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs.

Receivables and Other Assets

Receivables and other assets consist primarily of escrows held by lenders, net resident receivables, prepaid expenses and straight-line rent receivables. The Company assesses the collectibility of rent receivables on an ongoing basis, based on an assessment of several factors, including, resident payment history, the financial strength of the resident and any guarantors, the value of the underlying collateral, if any, and current economic conditions. If the evaluation of these factors indicates it is probable that the Company will not be able to recover the full value of the receivable, the Company provides a specific reserve against the portion of the receivable that the Company estimates may not be recovered.

Deferred Revenue

Deferred revenue primarily includes non-refundable community fees received by the Company when residents move in. Deferred revenue amounts are amortized into income on a straight-line basis over the average length of stay of the residents, and are included within accrued expenses and liabilities on the Consolidated Balance Sheets.

Income Taxes

New Senior has been operating so as to qualify as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (“Code”). Requirements for qualification as a REIT include various restrictions on ownership of stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. Distribution of the remaining balance may extend until timely filing of New Senior’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.

Certain activities are conducted through a taxable REIT subsidiary (“TRS”) and therefore are subject to federal and state income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases upon the change in tax status. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Senior recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes on the Consolidated Statements of Operations. As of December 31, 2014 and December 31, 2013, the Company had no uncertain tax positions.

For the Successor periods, the Company’s Consolidated Financial Statements have been prepared based upon the operations of the Company separate from those of Newcastle and include current and deferred income taxes calculated in accordance with the operations of the spin-off. During the Predecessor periods, the Company was treated as a disregarded single-member limited liability entity for U.S. federal and state income tax purposes and was not subject to income taxes.

Fair Value Measurement

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used by the Company in measuring fair value:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Stock Options

Options granted to New Senior’s directors are measured at fair value at the grant date with the related expense recognized over the service term, if any.

Equity

Net income earned prior to the spin-off is included in additional paid in capital instead of retained earnings since the accumulation of retained earnings began as of the date of spin-off from Newcastle.

Expense Recognition

Management Fee to Affiliate – During the Successor period and prior to the spin-off from Newcastle, this represents an amount of the management fee charged to Newcastle by the Manager and allocated to the Company. During the Successor period and after the spin-off from Newcastle, this represents amounts due to the Manager (as defined in Note 10) pursuant to the Management Agreement between the Manager and New Senior (as defined in Note 10).

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs were $495, $336, and $71 for the year ended December 31, 2014, December 31, 2013, and the period from July 18, 2012 to December 31, 2012, respectively, and are included in property operating expense in the Consolidated Statements of Operations. Advertising costs were $76 for the period from January 1, 2012 to July 17, 2012 and are included in property operating expense in the Combined Statement of Operations.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.  ASU 2014-08 raises the threshold for disposals to qualify as discontinued operations. A discontinued operation is defined as: (1) a component of an entity or group of components that has been disposed of or classified as held for sale and represents a strategic shift that has or will have a major effect on an entity’s operations and financial results; or (2) an acquired business that is classified as held for sale on the acquisition date. ASU 2014-08 also requires additional disclosures regarding discontinued operations, as well as material disposals that do not meet the definition of discontinued operations. This update is effective for New Senior in the first quarter of 2015. New Senior does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements until it disposes of a component of its business in future periods.

In May 2014, the FASB and the International Accounting Standards Board ("IASB") issued ASU 2014-09 Revenues from Contracts with Customers (Topic 606). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The ASU is effective for the Company in the first quarter of 2017. Early application is not permitted. Entities have the option of using either a full retrospective or a modified approach to adopt the guidance in the ASU. The Company is currently evaluating the new guidance to determine the impact it may have on its Consolidated Financial Statements.

In November 2014, the Emerging Issues Task Force (EITF) and FASB issued ASU 2014-17 Pushdown Accounting. The guidance will allow but not require an acquired entity to apply pushdown accounting upon acquisition by a new parent. It will give acquired entities that are businesses or nonprofit activities the option to apply pushdown accounting in their separate financial statements when an acquirer obtains control of them. The guidance represents a significant change from current practice which requires registrants to apply pushdown accounting when they become substantially wholly owned and prohibits pushdown accounting at ownership levels of less than 80%. The guidance is effective immediately from November 18, 2014. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. If the election is made in a subsequent period, it would be considered a change in accounting principle and treated in accordance with Topic 250, Accounting Changes and Error Corrections. This ASU is applicable to the Company as it is considered a variable interest entity ("VIE") due to the terms of the Management Agreement with the Manager, and the Manager has been deemed the primary beneficiary. As the Manager is a wholly owned subsidiary of Fortress, Fortress is consolidating New Senior as of November 7, 2014, and New Senior has elected not to apply push down accounting.

In February 2015, the FASB issued ASU 2015-02 which amends the consolidation guidance in ASC 810. The standard eliminates the deferral of FAS 167, per ASC 810-10-65-2(a), that has allowed certain investment funds to follow the previous consolidation guidance in FIN 46 (R). The standard changes whether (1) fees paid to a decision maker or service provider represent a variable interest, (2) a limited partnership or similar entity has the characteristics of a VIE and (3) a reporting entity is the primary beneficiary of a VIE. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact, if any, it may have on its Consolidated Financial Statements.

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The effective date of the standard will be for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public companies, and early adoption is permitted. The Company has elected to early adopt the provisions of this ASU and it requires retrospective application to all prior periods. Accordingly, "Mortgage notes payable, net" is reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively, in the Consolidated Balance Sheets.

The FASB has recently issued or discussed a number of proposed standards on such topics as financial statement presentation, leases, financial instruments and hedging. Some of these proposed changes are significant and could have a material impact on New Senior's Consolidated Financial Statements. The Company has not yet fully evaluated the potential impact of all these proposals, but will make such an evaluation as the standards are finalized.

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ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2014

ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract]

Accrued Expenses and Other Liabilities

	December 31, 2014		December 31, 2013
Security deposits payable	$	50,917	$	43,679
Accounts payable	6,058		2,578
Mortgage interest payable	3,651		1,237
Deferred community fees, net	3,113		1,686
Rent collected in advance	2,530		1,660
Deferred tax liability	—		853
Property tax payable	1,627		774
Contingent consideration	50		1,500
Income tax payable	—		243
Other liabilities	4,295		4,484
	$	72,241	$	58,694

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ACQUISITIONS (Details) $ in Thousands	3 Months Ended										5 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($)		Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)		Sep. 30, 2013 USD ($)	Jun. 30, 2013 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2014 USD ($) Property Portfolio		Dec. 31, 2013 USD ($) Property Portfolio
Properties acquired [Abstract]
Resident fees and services revenue												$ 156,993		$ 83,218
Rental revenue												97,992		1,918
Net loss	$ (13,284)		$ (11,151)	$ (11,030)	$ (10,938)	$ (15,124)		$ (8,679)	$ (4,076)	$ (2,167)		(46,403)		(30,046)
Triple Net Lease Properties [Member] | Holiday [Member]
Properties acquired [Abstract]
Rental revenue											$ 0	$ 65,031		$ 1,399
Acquisitions [Member]
Properties acquired [Abstract]
Number of portfolios acquired | Portfolio												8		9
Number of properties acquired | Property												16		72
Total consideration paid for portfolio acquired	314,935											$ 314,935
Debt issued in connection with the acquisitions												195,144
Resident fees and services revenue												16,327
Rental revenue												8,799
Net loss												9,543
Fair value of identifiable assets acquired and liabilities assumed [Abstract]
Real estate investments	260,543					1,205,607						260,543		$ 1,205,607
In-place lease intangibles	55,195					89,503						55,195		89,503
Above/below market lease intangibles	819					5,049						819		5,049
Other intangibles	0					5,200						0		5,200
Assumed mortgage notes payable	0					(43,128)						0		(43,128)
Other assets, net of other liabilities	(1,622)					(2,157)						(1,622)		(2,157)
Total Consideration	314,935					1,260,074						314,935		1,260,074
Mortgage notes payable	(195,144)					(895,221)						(195,144)		(895,221)
Net assets	119,791					364,853						119,791		364,853
Total acquisition related expenses	3,098					10,323						$ 3,098		10,323
Adjustments to provisional amounts [Abstract]
Maximum measurement period from acquisition date												1 year
Real estate investments												$ (18,379)
In-place lease intangibles												18,164
Market lease intangibles												141
Other liabilities												74
Effect of acquisitions on revenues and pre-tax net income [Abstract]
Revenues												278,900		267,822
Pre-tax net income (loss)												$ (55,028)		$ (53,767)
Acquisitions [Member] | Managed Properties [Member]
Properties acquired [Abstract]
Number of portfolios acquired | Portfolio														7
Number of properties acquired | Property												10		21
Fair value of identifiable assets acquired and liabilities assumed [Abstract]
Real estate investments	116,674	[1]				268,011	[2]					$ 116,674	[1]	$ 268,011	[2]
In-place lease intangibles	15,301	[1]				31,673	[2]					15,301	[1]	31,673	[2]
Above/below market lease intangibles	0	[1]				0	[2]					0	[1]	0	[2]
Other intangibles	0	[1]				5,200	[2]					0	[1]	5,200	[2]
Assumed mortgage notes payable	0	[1]				(43,128)	[2]					0	[1]	(43,128)	[2]
Other assets, net of other liabilities	(70)	[1]				(2,157)	[2]					(70)	[1]	(2,157)	[2]
Total Consideration	131,905	[1]				259,599	[2]					131,905	[1]	259,599	[2]
Mortgage notes payable	(80,144)	[1]				(175,871)	[2]					(80,144)	[1]	(175,871)	[2]
Net assets	51,761	[1]				83,728	[2]					51,761	[1]	83,728	[2]
Total acquisition related expenses	2,105	[1]				5,810	[2]					2,105	[1]	5,810	[2]
Fair value of an earn-out consideration												50		$ 1,500
Maximum limit of earn-out consideration												750
Remeasured earn-out consideration												$ 0
Acquisitions [Member] | Managed Properties [Member] | Holiday [Member]
Properties acquired [Abstract]
Number of acquired properties managed | Property												2		18
Acquisitions [Member] | Managed Properties [Member] | Blue Harbor [Member]
Properties acquired [Abstract]
Number of acquired properties managed | Property												7		3
Acquisitions [Member] | Managed Properties [Member] | JEA [Member]
Properties acquired [Abstract]
Number of acquired properties managed | Property												1
Acquisitions [Member] | Managed Properties [Member] | Assisted Living/Memory Care Properties [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												9
Acquisitions [Member] | Managed Properties [Member] | Independent Living Properties [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												1
Acquisitions [Member] | Triple Net Lease Properties [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												6
Fair value of identifiable assets acquired and liabilities assumed [Abstract]
Real estate investments	143,869					937,596						$ 143,869		$ 937,596
In-place lease intangibles	39,894					57,830						39,894		57,830
Above/below market lease intangibles	819					5,049						819		5,049
Other intangibles	0					0						0		0
Assumed mortgage notes payable	0					0						0		0
Other assets, net of other liabilities	(1,552)					0						(1,552)		0
Total Consideration	183,030					1,000,475						183,030		1,000,475
Mortgage notes payable	(115,000)					(719,350)						(115,000)		(719,350)
Net assets	68,030					281,125						68,030		281,125
Total acquisition related expenses	$ 993					$ 4,513						$ 993		$ 4,513
Acquisitions [Member] | Triple Net Lease Properties [Member] | Holiday [Member]
Properties acquired [Abstract]
Number of portfolios acquired | Portfolio														2
Number of properties acquired | Property														51
Acquisitions [Member] | Triple Net Lease Properties [Member] | Assisted Living/Memory Care Properties [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												1
Acquisitions [Member] | Triple Net Lease Properties [Member] | Independent Living Properties [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												1
Acquisitions [Member] | Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member]
Properties acquired [Abstract]
Number of properties acquired | Property												4

[1] Includes $50 for the fair value of earn-out consideration. The earn-out is limited to $750 as per the agreement.

[2] Includes $1,500 for the fair value of earn-out consideration. In 2014, this earn-out was remeasured to zero.

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SUBSEQUENT EVENTS (Details) $ in Thousands			12 Months Ended
	Jan. 22, 2015 USD ($) Property	Dec. 21, 2014 USD ($) Property	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Acquisition of CSL Portfolio [Member] | Independent Living Properties [Member] | Managed Properties [Member]
Acquisition of Property Portfolio [Abstract]
Number of properties acquired | Property	4
Acquisition price	$ 36,299
Purchase and Sale Agreement with Affiliate of Hawthorn Retirement Group LLC [Member] | Independent Living Properties [Member] | Managed Properties [Member]
Acquisition of Property Portfolio [Abstract]
Number of properties acquired | Property		17
Cash payment		$ 435,000
Subsequent Event [Member] | Acquisition of CSL Portfolio [Member]
Effect of acquisition on revenues and pre-tax net income [Abstract]
Revenues			$ 9,846	$ 9,582
Pre-tax net Income (loss)			$ (548)	$ (676)

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2014	Dec. 31, 2013
Real estate investments:
Land	$ 138,799	$ 102,064
Buildings, improvements and other	1,500,130	1,271,364
Accumulated depreciation	(56,988)	(10,526)
Net real estate property	1,581,941	1,362,902
Acquired lease and other intangible assets	178,615	123,063
Accumulated amortization	(79,021)	(22,174)
Net real estate intangibles	99,594	100,889
Net real estate investments	1,681,535	1,463,791
Cash and cash equivalents	226,377	30,393
Receivables and other assets, net	58,247	13,432
Total Assets	1,966,159	1,507,616
Liabilities
Mortgage notes payable, net	1,223,224	1,035,193
Due to affiliates	6,882	5,894
Accrued expenses and other liabilities	72,241	58,694
Dividends payable	15,276	0
Total Liabilities	$ 1,317,623	$ 1,099,781
Commitments and contingencies (Note 15)
Equity
Preferred stock $0.01 par value, 100,000,000 shares authorized and none outstanding as of December 31, 2014	$ 0	$ 0
Common stock $0.01 par value, 2,000,000,000 shares authorized, 66,415,415 shares issued and outstanding as of December 31, 2014	664	0
Additional paid-in capital	672,587	407,835
Accumulated deficit	(24,715)	0
Total Equity	648,536	407,835
Total Liabilities and Equity	$ 1,966,159	$ 1,507,616

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MORTGAGE NOTES PAYABLE, NET (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2014	Dec. 31, 2013
Mortgage Notes Payable, Net [Abstract]
Deferred financing costs, net		$ 36,206	$ 41,979
Contractual Maturities [Abstract]
2015		17,046
2016		42,302
2017		204,128
2018		206,774
2019		140,657
Thereafter		647,663
Total		1,258,570
Mortgage Notes Payable [Member]
Mortgage Notes Payable, Net [Abstract]
Outstanding face amount		1,258,570	1,077,162
Carrying value	[1]	$ 1,223,224	1,035,193
Weighted average maturity		5 years 6 months
Mortgage Notes Payable [Member] | Level 3 [Member]
Contractual Maturities [Abstract]
Fair value of mortgage notes payable		$ 1,283,109	1,075,390
Mortgage Notes Payable [Member] | Fixed Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Carrying value of collateral		1,130,582	1,193,616
Mortgage Notes Payable [Member] | Floating Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Carrying value of collateral		$ 524,996	269,117
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Final stated maturity, earliest date	[2],[3]	Aug. 31, 2018
Final stated maturity, latest date	[2],[3]	Mar. 31, 2020
Stated interest rate, minimum (in hundredths)	[2],[3]	1.60%
Stated interest rate, maximum (in hundredths)	[2],[3]	4.93%
Outstanding face amount	[2],[3]	$ 156,763	159,228
Carrying value	[2],[3]	$ 154,696	155,694
Weighted average maturity	[2],[3]	4 years 3 months 18 days
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loan with Face Amount of $11,432 [Member]
Mortgage Notes Payable, Net [Abstract]
Outstanding face amount		$ 11,432
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loan with Face Amount of $11,432 [Member] | Year Three [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate (in hundredths)		4.50%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loan with Face Amount of $11,432 [Member] | Year Four [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate (in hundredths)		4.75%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loan with Face Amount of $11,432 [Member] | Year Five [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate (in hundredths)		5.00%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $40,584 [Member]
Mortgage Notes Payable, Net [Abstract]
Outstanding face amount		$ 40,584
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $40,584 [Member] | Year One [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate (in hundredths)		4.00%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $40,584 [Member] | Year Two [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate (in hundredths)		4.00%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $40,584 [Member] | After Year Two [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate, minimum (in hundredths)		5.99%
Stated interest rate, maximum (in hundredths)		6.76%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Final stated maturity, earliest date	[4]	Aug. 31, 2016
Final stated maturity, latest date	[4]	Sep. 30, 2019
Stated interest rate	[4]	LIBOR +2.75% to LIBOR +3.75%
Outstanding face amount	[4]	$ 278,424	198,584
Carrying value	[4]	$ 275,689	196,110
Weighted average maturity	[4]	3 years 3 months 18 days
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Minimum [Member]
Mortgage Notes Payable, Net [Abstract]
Basis spread on variable rate (in hundredths)	[4]	2.75%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member] | Maximum [Member]
Mortgage Notes Payable, Net [Abstract]
Basis spread on variable rate (in hundredths)	[4]	3.75%
Managed Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | Mortgage Loans with Carrying Value of $164,974 [Member] | LIBOR [Member] | Minimum [Member]
Mortgage Notes Payable, Net [Abstract]
Basis spread on variable rate (in hundredths)		1.00%
Carrying value		$ 164,974
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Final stated maturity, earliest date	[5]	Jan. 31, 2021
Final stated maturity, latest date	[5]	Jan. 31, 2024
Stated interest rate, minimum (in hundredths)	[5]	3.83%
Stated interest rate, maximum (in hundredths)	[5]	8.00%
Outstanding face amount	[5]	$ 708,383	719,350
Carrying value	[5]	$ 679,333	683,389
Weighted average maturity	[5]	7 years 1 month 6 days
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $356,818 [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate, minimum (in hundredths)		4.00%
Stated interest rate, maximum (in hundredths)		4.99%
Outstanding face amount		$ 356,818
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Fixed Rate [Member] | Mortgage Loans with Face Amounts of $312,157 [Member]
Mortgage Notes Payable, Net [Abstract]
Stated interest rate, minimum (in hundredths)		3.83%
Stated interest rate, maximum (in hundredths)		4.56%
Outstanding face amount		$ 312,157
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member]
Mortgage Notes Payable, Net [Abstract]
Final stated maturity, latest date		Oct. 31, 2017
Stated interest rate		LIBOR + 3.25%
Outstanding face amount		$ 115,000	0
Carrying value		$ 113,506	$ 0
Weighted average maturity		2 years 9 months 18 days
Triple Net Lease Properties [Member] | Mortgage Notes Payable [Member] | Floating Rate [Member] | LIBOR [Member]
Mortgage Notes Payable, Net [Abstract]
Basis spread on variable rate (in hundredths)		3.25%

[1] The totals are reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively.

[2] Includes a loan with an outstanding face amount of $11,432, as of December 31, 2014, which has an interest rate based on the applicable U.S. Treasury Security rates for the first two years. The interest rate is 4.5%, 4.75% and 5.0% for years three through five, respectively.

[3] Includes loans with an outstanding face amount of $40,584, as of December 31, 2014, for which the Company bought down the interest rate to 4.0% for the first two years. The interest rate will range from 5.99% to 6.76% thereafter.

[4] Includes floating rate mortgage loans with a total carrying value of $164,974, as of December 31, 2014, which have a LIBOR floor of 1.0%.

[5] Includes loans with an outstanding face amount of $356,818 and $312,157, as of December 31, 2014, for which the Company bought down the interest rates to 4.00% and 3.83%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.56%, respectively, thereafter.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2012	Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013
Cash Flows From Operating Activities
Net income (loss)			$ (46,403)	$ (30,046)
Cash Flows From Financing Activities
Cash and Cash Equivalents, Beginning of Period			30,393
Cash and Cash Equivalents, End of Period			226,377	30,393
Successor [Member]
Cash Flows From Operating Activities
Net income (loss)	$ (9,487)		(46,403)	(30,046)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	5,784		103,398	26,933
Amortization of deferred financing fees	136		8,331	896
Amortization of deferred community fees	(53)		(1,420)	(404)
Amortization of premium on mortgage notes payable	0		850	344
Non-cash straight line rent	0		(25,932)	(522)
Change in fair value of contingent consideration	0		(1,500)	0
Changes in:
Receivables and other assets, net	(2,039)		(5,131)	(8,773)
Due to affiliates	1,520		989	4,011
Accrued expenses and other liabilities	2,653		13,429	50,093
Net cash provided by (used in) operating activities	(1,486)		46,611	42,532
Cash Flows From Investing Activities
Acquisition of real estate investments	(44,114)		(314,935)	(1,249,167)
Capital expenditures	(297)		(8,538)	(3,502)
Funds reserved for future capital expenditures	0		(3,530)	0
Deposits paid for investments	0		(4,855)	(505)
Net cash provided by (used in) investing activities	(44,411)		(331,858)	(1,253,174)
Cash Flows From Financing Activities
Proceeds from mortgage notes payable	32,125		195,144	904,509
Principal payments of mortgage notes payable	0		(13,736)	(746)
Payment of deferred financing costs	(555)		(2,557)	(40,625)
Purchase of derivative instruments	(244)		0	0
Contributions	27,704		461,218	397,015
Distributions	(3,413)		(158,980)	(28,838)
Issuance of common stock and exercise of options	0		142	0
Net cash provided by (used in) financing activities	55,617		481,231	1,231,315
Net Increase (Decrease) in Cash and Cash Equivalents	9,720		195,984	20,673
Cash and Cash Equivalents, Beginning of Period	0		30,393	9,720
Cash and Cash Equivalents, End of Period	9,720	$ 0	226,377	30,393
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest expense	1,338		45,026	9,252
Cash paid during the period for income taxes	0		1,357	899
Supplemental Schedule of Non-Cash Investing and Financing Activities
Common stock dividend declared but not paid	0		15,276	0
Recognized contingent consideration at fair value	0		50	1,500
Assumption of mortgage notes payable at fair value	0		0	43,128
Issuance of seller financing for acquisition at fair value	0		0	9,407
Contributions of net assets by Newcastle	54,900		0	0
Issuance of common stock and exercise of options	0		$ 23	$ 0
Predecessor [Member]
Cash Flows From Operating Activities
Net income (loss)		2,145
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,203
Amortization of deferred financing fees		92
Amortization of deferred community fees		(282)
Amortization of premium on mortgage notes payable		0
Non-cash straight line rent		0
Change in fair value of contingent consideration		0
Changes in:
Receivables and other assets, net		(64)
Due to affiliates		(8)
Accrued expenses and other liabilities		(10)
Net cash provided by (used in) operating activities		3,076
Cash Flows From Investing Activities
Acquisition of real estate investments		0
Capital expenditures		(251)
Funds reserved for future capital expenditures		0
Deposits paid for investments		0
Net cash provided by (used in) investing activities		(251)
Cash Flows From Financing Activities
Proceeds from mortgage notes payable		0
Principal payments of mortgage notes payable		(1,058)
Payment of deferred financing costs		0
Purchase of derivative instruments		0
Contributions		91
Distributions		(1,988)
Issuance of common stock and exercise of options		0
Net cash provided by (used in) financing activities		(2,955)
Net Increase (Decrease) in Cash and Cash Equivalents		(130)
Cash and Cash Equivalents, Beginning of Period	$ 927	1,057
Cash and Cash Equivalents, End of Period		927
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest expense		2,569
Cash paid during the period for income taxes		0
Supplemental Schedule of Non-Cash Investing and Financing Activities
Common stock dividend declared but not paid		0
Recognized contingent consideration at fair value		0
Assumption of mortgage notes payable at fair value		0
Issuance of seller financing for acquisition at fair value		0
Contributions of net assets by Newcastle		0
Issuance of common stock and exercise of options		$ 0

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FUTURE MINIMUM RENTS (Tables)

12 Months Ended

Dec. 31, 2014

FUTURE MINIMUM RENTS [Abstract]

Future Contracted Minimum Rental Revenue

The following table sets forth future contracted minimum rental receipts from tenants within the Triple Net Lease Properties segment, excluding contingent payment escalations, as of December 31, 2014:

	Total
2015	$	82,439
2016	86,040
2017	89,798
2018	92,882
2019	95,972
Thereafter	1,269,839
Total	$	1,716,970

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SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2014

SUBSEQUENT EVENTS [Abstract]

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

These Consolidated Financial Statements include a discussion of material events, if any, which have occurred subsequent to December 31, 2014 (referred to as subsequent events) through the issuance of the Consolidated Financial Statements.

On January 22, 2015, the Company consummated the acquisition of a four property portfolio, the “CSL Portfolio” for total consideration of $36,299. The CSL Portfolio consists of four IL-only properties and will be included in the Company's Managed Properties segment.

The following table illustrates the effect of the CSL Portfolio acquisition on revenues and pre-tax net income as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	9,846		$	9,582
Pre-tax net Income (loss)	$	(548	)	$	(676	)

On December 21, 2014, the Company entered into a Purchase and Sale Agreement with an affiliate of Hawthorn Retirement Group LLC to acquire 17 IL-only properties for approximately $435,000 in cash, subject to customary adjustments and prorations, which the Company intends to integrate into the Managed Properties segment. The acquisition is subject to various conditions, including the completion of due diligence, and is expected to close in March 2015.

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SUBSEQUENT EVENTS (Tables)

12 Months Ended

Dec. 31, 2014

SUBSEQUENT EVENTS [Abstract]

Subsequent Event - Effect of CSL Portfolio Acquisition on Revenues and Pre-tax Net Income

The following table illustrates the effect of the CSL Portfolio acquisition on revenues and pre-tax net income as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	9,846		$	9,582
Pre-tax net Income (loss)	$	(548	)	$	(676	)

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SCHEDULE III, REAL ESTATE AND ACCUMULATED DEPRECIATION

12 Months Ended

Dec. 31, 2014

SCHEDULE III, REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III, REAL ESTATE AND ACCUMULATED DEPRECIATION

NEW SENIOR INVESTMENT GROUP INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2014

(dollars in thousands)

		Location			Initial Cost to the Company				Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State	Encumbrances	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Costs Capitalized Subsequent to Acquisition	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Total (B)	Accumulated Depreciation		Net Book Value	Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Managed Properties
Desert Flower	AL/MC	Scottsdale	AZ	16,120	2,295	16,901	101	362	2,295	17,147	217	19,659	(1,215	)	18,444	1999/2005	2012	3-40 years
Sun Oak	AL/MC	Citrus Heights	CA	3,363	821	3,145	59	68	821	3,184	88	4,093	(255	)	3,838	1997/2011	2012	3-40 years
Orchard Park	AL/MC	Clovis	CA	15,086	1,126	16,889	45	241	1,126	17,035	140	18,301	(1,157	)	17,144	1998/2007	2012	3-40 years
Sunshine Villa	AL/MC	Santa Cruz	CA	19,533	2,243	21,082	58	349	2,243	21,264	225	23,732	(1,488	)	22,244	1990/NA	2012	3-40 years
Bradenton Oaks	AL/MC	Bradenton	FL	10,049	1,161	9,207	748	461	1,161	9,272	1,144	11,577	(612	)	10,965	1973/1988	2013	3-40 years
Summerfield	AL/MC	Bradenton	FL	15,346	1,367	14,361	1,247	410	1,367	14,444	1,574	17,385	(962	)	16,423	1988/NA	2013	3-40 years
The Grande	AL/MC	Brooksville	FL	9,816	1,754	8,537	568	332	1,754	8,681	756	11,191	(533	)	10,658	1960/2012	2013	3-40 years
Spring Oaks	AL/MC	Brooksville	FL	5,620	700	5,078	439	176	700	5,116	577	6,393	(365	)	6,028	1988/NA	2013	3-40 years
Barkley Place	AL/MC	Fort Myers	FL	10,688	1,929	9,159	1,040	301	1,929	9,320	1,180	12,429	(420	)	12,009	1988/NA	2013	3-40 years
Emerald Park	AL/MC	Hollywood	FL	5,037	897	4,165	509	492	897	4,329	837	6,063	(379	)	5,684	1998/NA	2013	3-40 years
The Plaza at Pembroke	AL/MC	Hollywood	FL	5,382	924	4,630	399	226	924	4,677	578	6,179	(329	)	5,850	1988/2012	2013	3-40 years
Balmoral	AL/MC	Lake Placid	FL	5,930	1,173	4,548	838	174	1,173	4,570	990	6,733	(457	)	6,276	2007/NA	2013	3-40 years
Lake Morton Plaza	AL/MC	Lakeland	FL	8,930	1,098	14,707	918	225	1,098	14,784	1,066	16,948	(833	)	16,115	1984/NA	2013	3-40 years
Bayside Terrace	AL/MC	Pinellas Park	FL	10,610	1,407	9,481	849	346	1,407	9,588	1,088	12,083	(652	)	11,431	1986/2007	2013	3-40 years
Village Place	AL/MC	Port Charlotte	FL	9,263	1,064	8,503	680	252	1,064	8,543	892	10,499	(560	)	9,939	1998/NA	2013	3-40 years
Royal Palm	AL/MC	Port Charlotte	FL	14,250	2,019	13,697	1,371	731	2,019	14,225	1,574	17,818	(917	)	16,901	1985/NA	2013	3-40 years
Renaissance	AL/MC	Sanford	FL	5,457	1,390	8,900	630	218	1,390	8,976	772	11,138	(557	)	10,581	1984/NA	2013	3-40 years
Forest Oaks	AL/MC	Spring Hill	FL	7,315	786	5,614	530	101	786	5,631	614	7,031	(398	)	6,633	1988/2006	2013	3-40 years
Sunset Lake Village	AL/MC	Venice	FL	13,710	1,073	13,254	838	170	1,073	13,288	974	15,335	(774	)	14,561	1998/NA	2013	3-40 years
Spring Haven	AL/MC	Winter Haven	FL	18,882	3,446	21,524	1,477	489	3,446	21,674	1,816	26,936	(1,293	)	25,643	1984/NA	2013	3-40 years
Willow Park	AL/MC	Boise	ID	12,583	1,456	13,548	58	173	1,456	13,665	114	15,235	(977	)	14,258	1997/2011	2012	3-40 years
Grandview	AL/MC	Peoria	IL	—	1,640	12,289	280	—	1,640	12,289	280	14,209	(33	)	14,176	2014	2014	3-40 years
Ashford Court	IL	Westland	MI	8,858	1,500	9,000	450	191	1,500	9,128	513	11,141	(331	)	10,810	1988/1992/1997	2014	3-40 years
The Gardens	AL/MC	Ocean Springs	MS	—	850	7,034	460	130	850	7,075	549	8,474	(83	)	8,391	1999 / 2004 / 2013	2014	3-40 years
Courtyards at Berne Village	AL/MC	New Bern	NC	14,191	1,657	12,892	1,148	261	1,657	12,957	1,344	15,958	(871	)	15,087	1985/2004	2013	3-40 years
Kirkwood Corners	AL/MC	Lee	NH	2,191	577	1,847	124	129	577	1,901	199	2,677	(59	)	2,618	1996	2014	3-40 years

		Location			Initial Cost to the Company				Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State	Encumbrances	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Costs Capitalized Subsequent to Acquisition	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Total (B)	Accumulated Depreciation		Net Book Value	Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Pines of New Market	AL/MC	Newmarket	NH	5,040	628	4,879	353	122	628	4,971	383	5,982	(134	)	5,848	1999	2014	3-40 years
Pine Rock Manor	AL/MC	Warner	NH	8,375	780	8,580	378	165	780	8,665	458	9,903	(217	)	9,686	1.994	2014	3-40 years
Manor at Woodside	IL	Poughkeepsie	NY	14,100	—	12,130	670	485	—	12,539	746	13,285	(734	)	12,551	2001/NA	2013	3-40 years
Lamplight	AL/MC	Dayton	OH	8,136	1,056	7,755	750	182	1,056	7,819	868	9,743	(375	)	9,368	1994/NA	2014	3-40 years
Regent Court	AL/MC	Corvallis	OR	5,034	1,044	4,974	8	133	1,044	5,049	66	6,159	(365	)	5,794	1999/NA	2012	3-40 years
Sheldon Park	AL/MC	Eugene	OR	18,113	929	20,662	91	188	929	20,816	125	21,870	(1,446	)	20,424	1998/NA	2012	3-40 years
Glen Riddle	AL/MC	Media	PA	16,875	1,931	16,169	870	267	1,931	16,316	990	19,237	(866	)	18,371	1995/NA	2013	3-40 years
Schenley Gardens	AL/MC	Pittsburgh	PA	8,250	3,227	11,521	410	447	3,227	11,768	610	15,605	(585	)	15,020	1996/NA	2013	3-40 years
Raintree	AL/MC	Knoxville	TN	7,637	643	8,642	490	106	643	8,673	565	9,881	(101	)	9,780	2.012	2014	3-40 years
Powell	AL/MC	Powell	TN	5,901	761	6,482	310	60	761	6,489	363	7,613	(62	)	7,551	2.013	2014	3-40 years
Windsor	AL/MC	Dallas	TX	33,750	5,580	31,306	1,250	151	5,580	31,404	1,303	38,287	(355	)	37,932	1972/2009	2014	3-40 years
Courtyards	AL/MC	Fort Worth	TX	16,101	2,140	16,671	672	396	2,140	16,927	812	19,879	(1,535	)	18,344	1986/NA	2012	3-40 years
Heritage Place	AL/MC	Bountiful	UT	8,806	570	9,558	50	887	570	10,030	465	11,065	(708	)	10,357	1978/2000	2012	3-40 years
Canyon Creek	AL/MC	Cottonwood Heights	UT	14,915	1,488	16,308	58	301	1,488	16,454	213	18,155	(1,159	)	16,996	2001/NA	2012	3-40 years
Chateau Brickyard	IL	Salt Lake City	UT	3,471	700	3,297	15	618	700	3,691	239	4,630	(279	)	4,351	1984/2007	2012	3-40 years
Golden Living	AL/MC	Taylorsville	UT	3,699	1,111	3,126	39	441	1,111	3,354	252	4,717	(313	)	4,404	1976/1994	2012	3-40 years
Heritage Oaks	IL	Richmond	VA	8,775	1,630	9,570	705	329	1,630	9,759	845	12,234	(523	)	11,711	1987/NA	2013	3-40 years
Managed Properties Total				435,188	60,571	461,622	22,983	12,286	60,571	467,487	29,404	557,462	(26,267	)	531,195
Triple Net Lease
Vista de la Montana	IL	Surprise	AZ	9,667	1,131	11,077	635	—	1,131	11,077	635	12,843	(425	)	12,418	1998/NA	2013	3-40 years
The Westmont	IL	Santa Clara	CA	14,152	—	18,049	754	—	—	18,049	754	18,803	(643	)	18,160	1991/NA	2013	3-40 years
Simi Hills	IL	Simi Valley	CA	19,673	3,209	21,999	730	—	3,209	21,999	730	25,938	(725	)	25,213	2006/NA	2013	3-40 years
Parkwood Estates	IL	Fort Collins	CO	14,653	638	18,055	627	—	638	18,055	627	19,320	(598	)	18,722	1987/NA	2013	3-40 years
Greeley Place	IL	Greeley	CO	11,143	237	13,859	596	—	237	13,859	596	14,692	(482	)	14,210	1986/NA	2013	3-40 years
Courtyard at Lakewood	IL	Lakewood	CO	12,041	1,327	14,198	350	—	1,327	14,198	350	15,875	(453	)	15,422	1992/NA	2013	3-40 years
Pueblo Regent	IL	Pueblo	CO	11,006	446	13,800	377	—	446	13,800	377	14,623	(433	)	14,190	1985/NA	2013	3-40 years
Village Gate	IL	Farmington	CT	20,407	3,591	23,254	268	—	3,591	23,254	268	27,113	(652	)	26,461	1989/NA	2013	3-40 years

		Location			Initial Cost to the Company				Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State	Encumbrances	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Costs Capitalized Subsequent to Acquisition	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Total (B)	Accumulated Depreciation		Net Book Value	Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Lodge at Cold Spring	IL	Rocky Hill	CT	19,879	—	25,807	605	—	—	25,807	605	26,412	(796	)	25,616	1998/NA	2013	3-40 years
Regency Residence	IL	Port Richey	FL	12,105	1,100	14,088	771	—	1,100	14,088	771	15,959	(522	)	15,437	1987/NA	2013	3-40 years
Desoto Beach Club	IL	Sarasota	FL	19,175	668	23,944	669	—	668	23,944	669	25,281	(765	)	24,516	2005/NA	2013	3-40 years
Cherry Laurel	IL	Tallahassee	FL	16,857	1,100	20,457	669	—	1,100	20,457	669	22,226	(679	)	21,547	2001/NA	2013	3-40 years
Palmer Hills	IL	Bettendorf	IA	9,658	1,488	10,878	466	—	1,488	10,878	466	12,832	(378	)	12,454	1990/NA	2013	3-40 years
Illahee Hills	IL	Urbandale	IA	9,898	694	11,980	476	—	694	11,980	476	13,150	(415	)	12,735	1995/NA	2013	3-40 years
Blair House	IL	Normal	IL	11,721	329	14,498	627	—	329	14,498	627	15,454	(512	)	14,942	1989/NA	2013	3-40 years
Thornton Place	IL	Topeka	KS	11,649	327	14,415	734	—	327	14,415	734	15,476	(530	)	14,946	1998/NA	2013	3-40 years
Grasslands Estates	IL	Wichita	KS	14,559	504	17,888	802	—	504	17,888	802	19,194	(635	)	18,559	2001/NA	2013	3-40 years
Jackson Oaks	IL	Paducah	KY	15,417	267	19,195	864	—	267	19,195	864	20,326	(681	)	19,645	2004/NA	2013	3-40 years
Summerfield Estates	IL	Shreveport	LA	4,765	524	5,584	175	—	524	5,584	175	6,283	(180	)	6,103	1988/NA	2013	3-40 years
Blue Water Lodge	IL	Fort Gratiot	MI	12,840	62	16,034	833	—	62	16,034	833	16,929	(599	)	16,330	2001/NA	2013	3-40 years
Briarcrest Estates	IL	Ballwin	MO	13,872	1,255	16,509	525	—	1,255	16,509	525	18,289	(539	)	17,750	1990/NA	2013	3-40 years
Country Squire	IL	St Joseph	MO	13,534	864	16,353	627	—	864	16,353	627	17,844	(561	)	17,283	1990/NA	2013	3-40 years
Orchid Terrace	IL	St Louis	MO	21,473	1,061	26,636	833	—	1,061	26,636	833	28,530	(864	)	27,666	2006/NA	2013	3-40 years
Chateau Ridgeland	IL	Ridgeland	MS	6,658	967	7,277	535	—	967	7,277	535	8,779	(307	)	8,472	1986/NA	2013	3-40 years
Grizzly Peak	IL	Missoula	MT	13,208	309	16,447	658	—	309	16,447	658	17,414	(563	)	16,851	1997/NA	2013	3-40 years
Jordan Oaks	IL	Cary	NC	17,856	2,103	20,847	774	—	2,103	20,847	774	23,724	(706	)	23,018	2003/NA	2013	3-40 years
Durham Regent	IL	Durham	NC	19,430	1,061	24,149	605	—	1,061	24,149	605	25,815	(753	)	25,062	1989/NA	2013	3-40 years
Sky Peaks	IL	Reno	NV	16,152	1,061	19,793	605	—	1,061	19,793	605	21,459	(652	)	20,807	2002/NA	2013	3-40 years
Maple Downs	IL	Fayetteville	NY	20,559	782	25,656	668	—	782	25,656	668	27,106	(804	)	26,302	2003/NA	2013	3-40 years
Fleming Point	IL	Greece	NY	16,695	699	20,644	668	—	699	20,644	668	22,011	(676	)	21,335	2004/NA	2013	3-40 years
The Regent	IL	Corvallis	OR	6,818	1,111	7,720	228	—	1,111	7,720	228	9,059	(245	)	8,814	1983/NA	2013	3-40 years
Stoneybrook Lodge	IL	Corvallis	OR	15,552	1,543	18,119	843	—	1,543	18,119	843	20,505	(650	)	19,855	1999/NA	2013	3-40 years
Sheldon Oaks	IL	Eugene	OR	14,776	1,577	17,380	675	—	1,577	17,380	675	19,632	(598	)	19,034	1995/NA	2013	3-40 years
Rock Creek	IL	Hillsboro	OR	10,452	1,617	11,783	486	—	1,617	11,783	486	13,886	(407	)	13,479	1996/NA	2013	3-40 years
Hidden Lakes	IL	Salem	OR	14,241	1,389	16,639	893	—	1,389	16,639	893	18,921	(618	)	18,303	1990/NA	2013	3-40 years
Fountains at Hidden Lakes	IL	Salem	OR	5,622	903	6,568	—	—	903	6,568	—	7,471	(187	)	7,284	1990/NA	2013	3-40 years
Walnut Woods	IL	Boyertown	PA	14,196	308	18,058	496	—	308	18,058	496	18,862	(567	)	18,295	1997/NA	2013	3-40 years
Manor at Oakridge	IL	Harrisburg	PA	19,670	992	24,379	764	—	992	24,379	764	26,135	(788	)	25,347	2000/NA	2013	3-40 years
Essex House	IL	Lemoyne	PA	20,622	936	25,585	669	—	936	25,585	669	27,190	(800	)	26,390	2002/NA	2013	3-40 years
Uffelman Estates	IL	Clarksville	TN	8,614	625	10,521	298	—	625	10,521	298	11,444	(335	)	11,109	1993/NA	2013	3-40 years

		Location			Initial Cost to the Company				Gross Amount Carried at Close of Period
Property Name	Type (A)	City	State	Encumbrances	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Costs Capitalized Subsequent to Acquisition	Land	Buildings and Improvements	Furniture, Fixtures and Equipment	Total (B)	Accumulated Depreciation		Net Book Value	Year Constructed / Renovated	Year Acquired	Life on Which Depreciation in Income Statement is Computed
Arlington Plaza	IL	Arlington	TX	7,987	319	9,821	391	—	319	9,821	391	10,531	(342	)	10,189	1987/NA	2013	3-40 years
Parkwood Healthcare	CCRC	Bedford	TX	15,159	2,746	15,463	755	—	2,746	15,463	755	18,964	(278	)	18,686	1986/2008	2014	3-40 years
Parkwood Retirement	IL	Bedford	TX	11,809	2,829	11,639	306	—	2,829	11,639	306	14,774	(186	)	14,588	1986/2007	2014	3-40 years
The Bentley	IL	Dallas	TX	11,401	2,351	12,271	526	—	2,351	12,271	526	15,148	(429	)	14,719	1996/NA	2013	3-40 years
Whiterock Court	IL	Dallas	TX	11,657	2,837	12,205	446	—	2,837	12,205	446	15,488	(416	)	15,072	2001/NA	2013	3-40 years
Autumn Leaves	CCRC	Dallas	TX	18,926	3,851	18,729	1,097	—	3,851	18,729	1,097	23,677	(352	)	23,325	1971/2012	2014	3-40 years
Monticello West	AL/MC	Dallas	TX	20,617	3,344	21,226	1,225	—	3,344	21,226	1,225	25,795	(391	)	25,404	1980/2013	2014	3-40 years
Signature Pointe	CCRC	Dallas	TX	28,982	5,192	29,486	1,579	—	5,192	29,486	1,579	36,257	(535	)	35,722	1998/2013	2014	3-40 years
Walnut Place	CCRC	Dallas	TX	19,507	5,241	18,255	907	—	5,241	18,255	907	24,403	(324	)	24,079	1980/2012	2014	3-40 years
Dogwood Estates	IL	Denton	TX	15,235	1,002	18,525	714	—	1,002	18,525	714	20,241	(636	)	19,605	2005/NA	2013	3-40 years
Pinewood Hills	IL	Flower Mound	TX	15,301	2,073	17,552	704	—	2,073	17,552	704	20,329	(609	)	19,720	2007/NA	2013	3-40 years
Ventura Place	IL	Lubbock	TX	15,168	1,018	18,034	946	—	1,018	18,034	946	19,998	(677	)	19,321	1997/NA	2013	3-40 years
The El Dorado	IL	Richardson	TX	10,805	1,316	12,220	710	—	1,316	12,220	710	14,246	(470	)	13,776	1996/NA	2013	3-40 years
Madison Estates	IL	San Antonio	TX	12,529	1,528	14,850	268	—	1,528	14,850	268	16,646	(437	)	16,209	1984/NA	2013	3-40 years
Pioneer Valley Lodge	IL	North Logan	UT	14,949	1,049	17,920	740	—	1,049	17,920	740	19,709	(632	)	19,077	2001/NA	2013	3-40 years
Colonial Harbor	IL	Yorktown	VA	17,007	2,211	19,523	689	—	2,211	19,523	689	22,423	(653	)	21,770	2005/NA	2013	3-40 years
Oakwood Hills	IL	Eau Claire	WI	15,078	516	18,872	645	—	516	18,872	645	20,033	(631	)	19,402	2003/NA	2013	3-40 years
Triple Net Lease Total				823,382	78,228	966,713	36,526	—	78,228	966,713	36,526	1,081,467	(30,721	)	1,050,746
Grand Total				1,258,570	138,799	1,428,335	59,509	12,286	138,799	1,434,200	65,930	1,638,929	(56,988	)	1,581,941

(A) AL/MC represents assisted living and memory care; IL represents independent living and CCRC represents continuing care retirement communities.

(B) For United States federal income tax purposes, the initial aggregate cost basis, including furniture, fixtures, and equipment, for New Senior’s senior housing real estate assets at December 31, 2014 was approximately $1.66 billion.

The following is a rollforward of the gross carrying amount and accumulated depreciation (depreciation is calculated on a straight line basis using the estimated useful lives detailed in Note 2) of senior housing real estate for the years ended December 31, 2014, December 31, 2013 and December 31, 2012:

Gross carrying amount	December 31, 2014			December 31, 2013			December 31, 2012  (A)
Beginning of period	$	1,373,428		$	164,360		$	126,201
Acquisitions	260,543			1,205,607			37,872
Additions	8,538			3,502			297
Disposals and other	(3,580		)	(41		)	(10		)
End of period	$	1,638,929		$	1,373,428		$	164,360
Accumulated depreciation
Beginning of period	$	(10,526	)	$	(1,558	)	$	—
Depreciation expense	(46,622		)	(8,984		)	(1,559		)
Disposals and other	160			16			1
Balance at end of year	$	(56,988	)	$	(10,526	)	$	(1,558	)

(A) The rollforward of the gross real estate investment for the period ended December 31, 2012 excludes any activity in the predecessor period as such balances are on a different basis of accounting. The balance at the beginning of the period for the period reflects the Company's initial investment in senior housing properties as of July 18, 2012.

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ORGANIZATION

12 Months Ended

Dec. 31, 2014

ORGANIZATION [Abstract]

ORGANIZATION

1.    ORGANIZATION

New Senior Investment Group Inc. (“New Senior” or “the Company”) invests in a diversified portfolio of senior housing properties across 27 states in the United States. The Company was formed as Newcastle Senior Living Holdings LLC, a Delaware limited liability company, in 2012 and converted to a Delaware corporation on May 30, 2014 and changed its name to New Senior Investment Group Inc. on June 16, 2014.

On November 6, 2014, the spin-off of New Senior was completed with the distribution of all of the outstanding shares of New Senior to the holders of Newcastle Investment Corp. (“Newcastle”) common stock. Newcastle was the sole stockholder of the Company until the spin-off. Following the spin-off, New Senior is a separate publicly traded Real Estate Investment Trust (“REIT”) primarily focused on investing in senior housing properties and listed on the New York Stock Exchange (“NYSE”) under the symbol “SNR.” The Company is headquartered in New York, New York.

New Senior has been operating so as to qualify as a REIT for U.S. federal income tax purposes for the tax year ending December 31, 2014. As such, New Senior will generally not be subject to U.S. federal corporate income tax on that portion of its net income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by prescribed dates and complies with various other requirements.

The Company has invested in 100 senior housing properties as of December 31, 2014 and operates in two reportable segments: (1) Managed Properties and (2) Triple Net Lease Properties.

Managed Properties – The Company has engaged property managers to manage 43 of its properties on a day-to-day basis under the Managed Properties segment. These properties consist of four dedicated independent living facilities (“IL-only”) and 39 properties with a combination of assisted living/memory care (“AL/MC”) facilities. The Company’s Managed Properties are managed by Holiday Acquisition Holdings LLC (“Holiday”), a portfolio company that is majority owned by private equity funds managed by an affiliate of FIG LLC (the “Manager”), a subsidiary of Fortress Investment Group LLC (“Fortress”), FHC Property Management LLC (together with its subsidiaries, “Blue Harbor”), an affiliate of the Manager, or Jerry Erwin Associates, Inc. (“JEA”), collectively, the “Property Managers,” under property management agreements (the “Property Management Agreements”). Under the Property Management Agreements, the Property Managers are responsible for the day-to-day operations of the Company’s senior housing properties and are entitled to a management fee in accordance with the terms of the Property Management Agreements.

The Company has entered into long-term property management agreements for its managed properties with Blue Harbor, Holiday and JEA. Blue Harbor and Holiday’s property management agreements have initial ten-year terms, with successive, automatic one-year renewal periods. JEA’s property management agreement has an initial five-year term, with successive, automatic one-year renewal periods. Under these agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For IL-only properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 5% of effective gross income. The Company pays management fees equal to 5% of gross revenues for the property managed by JEA.

Triple Net Lease Properties – As of December 31, 2014, the Company has also invested in 57 properties (the “Holiday Portfolios” and the LCS Portfolio, as defined in Note 3) subject to triple net lease arrangements under the Triple Net Lease Properties segment. These properties consist of 52 IL-only properties, four Continuing Care Retirement Communities (“CCRC”) properties and one AL/MC property. In a triple net lease arrangement, the Company purchases property and leases it back to the seller or to a third party, and the lessee agrees to operate and maintain the property at its own expense, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees. The Company’s triple net lease agreements have initial terms of approximately 15 or 17 years and include renewal options and periodic rent increases ranging from 2.5% to 4.5% in future years.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2014	Dec. 31, 2013
Equity
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	100,000,000	100,000,000
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	66,415,415	66,415,415
Common stock, shares outstanding (in shares)	66,415,415	66,415,415

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INCOME TAXES

12 Months Ended

Dec. 31, 2014

INCOME TAXES [Abstract]

INCOME TAXES

11. INCOME TAXES

New Senior has been operating so as to qualify as a REIT under the requirements of the Code. However, certain of the Company’s activities are conducted through its TRS and therefore are subject to federal and state income taxes at regular corporate tax rates.

During the Predecessor periods, the Company was treated as a disregarded single-member limited liability for U.S. federal and state income tax purposes and was not subject to income taxes. Accordingly, amounts included below apply only to the Successor period.

The provision for income taxes consists of the following:

	Successor
	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013		For the period from July 18, 2012 to December 31, 2012
Current
Federal	$	(925	)	$	437	$	501
State and local	170			93		101
Total current provision	(755		)	530		602
Deferred
Federal	907			116		(404		)
State and local	8			10		(48		)
Total deferred provision	915			126		(452		)
Total provision for income taxes	$	160		$	656	$	150

During the year ended December 31, 2014, December 31, 2013, and the period from July 18, 2012 to December 31, 2012, New Senior’s TRS recorded approximately $160, $656 and $150 in current and deferred income tax expense, respectively. Generally, the Company’s effective tax rate differs from the federal statutory rate as a result of state and local taxes and non-taxable REIT income. The table below provides a reconciliation of the Company’s provision, based on the statutory rate of 35%, to the effective tax rate.

	Successor
	For the Year Ended December 31, 2014		For the Year Ended December 31, 2013		For the Period from July 18, 2012 to December 31, 2012
Statutory U.S. Federal income tax rate	35.00	%	35.00	%	35.00	%
Non-taxable REIT (loss)	(35.03	)%	(36.90	)%	(36.42	)%
State and local taxes	(0.29	)%	(0.24	)%	(0.19	)%
Other	(0.03	)%	(0.09	)%	—
Effective income tax rate	(0.35	)%	(2.23	)%	(1.61	)%

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and deferred tax liabilities as of December 31, 2014, 2013 and 2012 are presented below:

	Successor
	December 31, 2014		December 31, 2013		December 31, 2012
Deferred tax assets:
Depreciation and amortization	$	837	$	—	$	4
Prepaid fees and rent	2,091		1,156		448
Net operating loss	1,724		—		—
Other	20		23		—
Total deferred tax assets	4,672		1,179		452
Less valuation allowance	—		—		—
Net deferred tax assets	4,672		1,179		452
Deferred tax liabilities:
Depreciation and amortization	—		853		—
Deferred revenues	—		—		—
Total deferred tax liabilities	—		853		—
Total net deferred tax assets (liabilities)	$	4,672	$	326	$	452

On the Consolidated Balance Sheets, deferred tax assets are recorded within receivables and other assets and deferred tax liabilities are recorded within accrued expenses and other liabilities.

As of December 31, 2014, New Senior had a loss carryforward of approximately $4,149 for federal income tax purposes. The net operating loss carryforward can generally be used to offset future taxable income, if and when it arises. The net operating loss carryforward will expire in 2034.

In assessing the recoverability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. New Senior has not recorded a valuation allowance against its deferred tax assets as of December 31, 2014, as management believes that it is more likely than not that its deferred tax assets will be realized.

New Senior and its TRS file income tax returns with the U.S. federal government and various state and local jurisdictions. New Senior is no longer subject to tax examinations by tax authorities for tax years ended December 31, 2012, December 31, 2013 and December 31, 2014. New Senior recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Generally, New Senior has assessed its tax positions for all open years, which includes 2012 to 2014, and concluded that there are no material uncertainties to be recognized. Interest and penalties, if any, on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations.

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Document and Entity Information	12 Months Ended
	Dec. 31, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	New Senior Investment Group Inc.
Entity Central Index Key	0001610114
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Document Type	8-K
Amendment Flag	true
Amendment Description	New Senior is filing this Current Report on Form 8-K to disclose the retrospective impact of the early adoption of the Financial Accounting Standard Board’s amended accounting standard Simplifying the Presentation of Debt Issuance Costs (Accounting Standards Update No. 2015-03) on its historical financial statements included in New Senior’s 2014 Form 10-K. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.
Document Period End Date	Dec. 31, 2014

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EQUITY AND EARNINGS PER SHARE

12 Months Ended

Dec. 31, 2014

EQUITY AND EARNINGS PER SHARE [Abstract]

EQUITY AND EARNINGS PER SHARE

12. EQUITY AND EARNINGS PER SHARE

Equity and Dividends

On November 6, 2014, the spin-off of New Senior was effected as a taxable pro rata distribution of all of the outstanding shares of common stock of New Senior to the holders of Newcastle common stock. Newcastle distributed one share of New Senior common stock for each share of Newcastle common stock held by Newcastle stockholders of record as of the record date, October 27, 2014. The distribution occurred on November 6, 2014. The distribution ratio was based on the number of Newcastle shares outstanding of 66,399,857.

In connection with the spin-off, Newcastle contributed to New Senior all of its investments in senior housing properties, any liabilities relating to these properties and a cash and cash equivalents balance of $245,244.

On October 23, 2014, the Company’s certificate of incorporation was amended so that its authorized capital stock now consists of 2 billion shares of common stock, par value $0.01 per share and 100 million shares of preferred stock, par value $0.01 per share.

On the spin-off date, there were 66,399,857 issued and outstanding shares of common stock which was based on the number of Newcastle's shares of common stock outstanding on October 27, 2014 and a distribution ratio of one share of New Senior common stock for each share of Newcastle common stock.

On December 19, 2014, New Senior's board of directors declared a dividend of $15,276, or $0.23 per share, payable to shareholders of record on January 2, 2015. This dividend was paid on January 30, 2015.

1,071,658 shares of New Senior’s common stock were held by Fortress, through its affiliates, and its principals as of December 31, 2014.

Option Plan

Effective upon the spin-off, the Company has a Nonqualified Stock Option and Incentive Award Plan (the “Plan”) which provides for the grant of equity-based awards, including restricted stock, stock options, stock appreciation rights, performance awards, tandem awards and other equity-based and non-equity based awards, in each case to the Manager and to the directors, officers, employees, service providers, consultants and advisors of the Manager who perform services for New Senior and to New Senior’s directors, officers, service providers, consultants and advisors. New Senior has initially reserved 30 million shares of its common stock for issuance under the Plan; on the first day of each fiscal year beginning during the ten-year term of the Plan in and after calendar year 2014, that number will be increased by a number of shares of New Senior’s common stock equal to 10% of the number of shares of common stock newly issued by New Senior during the immediately preceding fiscal year. New Senior’s board of directors may also determine to issue options to the Manager that are not subject to the Plan, provided that the number of shares underlying any options granted to the Manager in connection with capital raising efforts would not exceed 10% of the shares sold in such offering and would be subject to NYSE rules.

Prior to the spin-off, Newcastle had issued rights relating to shares of Newcastle’s common stock (the “Newcastle options”) to the Manager in connection with capital raising activities. In connection with the spin-off, 5.5 million options that were held by the Manager, or by the directors, officers or employees of the Manager, were converted into an adjusted Newcastle option and a right relating to a number of shares of New Senior common stock (the “New Senior option”). The exercise price of each adjusted Newcastle option and New Senior option was set to collectively maintain the intrinsic value of the Newcastle option immediately prior to the spin-off and to maintain the ratio of the exercise price of the adjusted Newcastle option and the New Senior option, respectively, to the fair market value of the underlying shares as of the spin-off date, in each case based on the five day average closing price subsequent to the spin-off date. The options expire between January 12, 2015 and August 18, 2024.

Upon joining the board, non-employee directors were, in accordance with the Plan, granted options relating to an aggregate of 20,000 shares of common stock. The fair value of such options was not material at the date of grant.

In December 2014, New Senior issued an aggregate of 1,370 shares of its common stock to independent directors as compensation for their services.

New Senior’s outstanding options are summarized as follows:

	December 31, 2014			December 31, 2013
	Issued Prior to 2012	Issued in 2012- 2014	Total	Issued Prior to 2012	Issued in 2012- 2013	Total
Held by the Manager	623,623	4,368,129	4,991,752	715,258	3,866,906	4,582,164
Issued to the Manager and subsequently transferred to certain of the Manager’s employees	42,202	466,645	508,847	290,929	216,668	507,597
Issued to the independent directors	—	20,000	20,000	—	666	666
Total	665,825	4,854,774	5,520,599	1,006,187	4,084,240	5,090,427

The following table summarizes New Senior’s outstanding options as of December 31, 2014. The last sale price on the NYSE for New Senior’s common stock in the year ended December 31, 2014 was $16.45 per share.

Recipient	Date of Grant/ Exercise (A)	Number of Options		Options Exercisable as of December 31, 2014	Weighted Average Exercise Price (B)		Intrinsic Value as of December 31, 2014 (millions)
Directors	November 2014	20,000		667	$	17.21	—
Manager (C)	2004 - 2007	227,073		199,993	$	56.99	—
Manager (C)	March 2011	182,527		182,527	$	7.18	$	1.7
Manager (C)	September 2011	283,305		283,305	$	4.09	$	3.5
Manager (C)	April 2012	311,191		306,991	$	7.66	$	2.7
Manager (C)	May 2012	377,495		372,440	$	8.75	$	2.9
Manager (C)	July 2012	416,522		397,869	$	8.71	$	3.2
Manager (C)	January 2013	958,331		734,720	$	14.42	$	1.9
Manager (C)	February 2013	383,331		281,109	$	16.85	—
Manager (C)	June 2013	670,829		402,497	$	17.89	—
Manager (C)	November 2013	965,847		418,534	$	19.23	—
Manager (C)	August 2014	765,416		102,055	$	20.89	—
Exercised (D)	December 2014	(14,188	)	N/A	$	8.41	N/A
Expired unexercised	2004	(27,080	)	N/A	$	61.11	N/A
Outstanding		5,520,599		3,682,707	$	16.33

(A) Options expire on the tenth anniversary from date of grant.

(B) The strike prices are subject to adjustment in connection with return of capital dividends.

(C) The Manager assigned certain of its options to Fortress’s employees as follows:

Date of Grant	Range of Strike Prices	Total Unexercised Inception to Date
2004 - 2007	$53.26-60.92	42,202
2012	$7.66-8.75	199,988
2013	$14.42-19.23	266,657
Total		508,847

(D) The options were exercised by a former employee of Fortress for an equal amount of New Senior shares.

Earnings Per Share

New Senior is required to present both basic and diluted earnings per share (“EPS”). Basic EPS is calculated by dividing net income by the weighted average number of shares of common stock outstanding. Diluted EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding plus the additional dilutive effect, if any, of common stock equivalents during each period. New Senior’s common stock equivalents are its outstanding stock options.

Basic and Diluted EPS for all periods prior to the spin-off reflect the number of distributed shares on November 7, 2014, or 66.4 million shares. For 2014 year-to-date calculations, these shares are treated as issued and outstanding from January 1, 2014 for purposes of calculating historical basic EPS, similar to a stock split. At the time of the spin-off, the Newcastle options were converted to awards of New Senior, and, therefore, there were no potentially dilutive securities outstanding for historical periods. For 2014, the Company determined its weighted average diluted shares outstanding assuming that the date of New Senior's separation from Newcastle was the beginning of the period.

During the fiscal year ended December 31, 2014, 162,563 potentially dilutive shares were excluded given the Company’s loss position. During the years ended December 31, 2013 and December 31, 2012, there were no potentially dilutive shares outstanding as EPS for those periods assumes the same number of shares outstanding as issued upon its spin-off from Newcastle.

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CONSOLIDATED (SUCCESSOR) AND COMBINED (PREDECESSOR) STATEMENT OF OPERATIONS - USD ($) $ in Thousands	5 Months Ended	7 Months Ended	12 Months Ended
	Dec. 31, 2012	Jul. 17, 2012	Dec. 31, 2014	Dec. 31, 2013
Revenues
Resident fees and services			$ 156,993	$ 83,218
Rental revenue			97,992	1,918
Total revenues			254,985	85,136
Expenses
Property operating expense			112,242	59,726
Income (Loss) Before Income Taxes			(46,243)	(29,390)
Income tax expense			160	656
Net Income (Loss)			$ (46,403)	$ (30,046)
Income (Loss) Per Share of Common Stock
Basic and diluted (in dollars per share)			$ (0.70)	$ (0.45)
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted (in shares)			66,400,914	66,399,857
Successor [Member]
Revenues
Resident fees and services	$ 18,000		$ 156,993	$ 83,218
Rental revenue	0		97,992	1,918
Total revenues	18,000		254,985	85,136
Expenses
Property operating expense	13,011		112,242	59,726
Depreciation and amortization	5,784		103,279	26,933
Interest expense	1,767		57,026	10,589
Acquisition, transaction and integration expense	6,037		14,295	13,294
Management fee to affiliate	464		8,470	1,796
General and administrative expense	274		7,416	2,188
Other (income) expense	0		(1,500)	0
Total expenses	27,337		301,228	114,526
Income (Loss) Before Income Taxes	(9,337)		(46,243)	(29,390)
Income tax expense	150		160	656
Net Income (Loss)	$ (9,487)		$ (46,403)	$ (30,046)
Income (Loss) Per Share of Common Stock
Basic and diluted (in dollars per share)	$ (0.14)		$ (0.70)	$ (0.45)
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted (in shares)	66,399,857		66,400,914	66,399,857
Predecessor [Member]
Revenues
Resident fees and services		$ 19,680
Rental revenue		0
Total revenues		19,680
Expenses
Property operating expense		13,778
Depreciation and amortization		1,203
Interest expense		2,534
Acquisition, transaction and integration expense		0
Management fee to affiliate		0
General and administrative expense		20
Other (income) expense		0
Total expenses		17,535
Income (Loss) Before Income Taxes		2,145
Income tax expense		0
Net Income (Loss)		$ 2,145
Income (Loss) Per Share of Common Stock
Basic and diluted (in dollars per share)		$ (0.03)
Weighted Average Number of Shares of Common Stock Outstanding
Basic and diluted (in shares)		66,399,857

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RECEIVABLES AND OTHER ASSETS, NET

12 Months Ended

Dec. 31, 2014

RECEIVABLES AND OTHER ASSETS, NET [Abstract]

RECEIVABLES AND OTHER ASSETS, NET

6. RECEIVABLES AND OTHER ASSETS, NET

	December 31, 2014		December 31, 2013
Straight line rent receivables	$	26,454	$	522
Escrows held by lenders (A)	10,768		2,834
Other receivables	5,845		1,119
Prepaid expenses	3,217		2,444
Resident receivables, net	3,162		2,993
Deferred tax asset	4,672		1,179
Security deposits	1,225		1,289
Income tax receivable	1,870		—
Other assets	1,034		1,052
	$	58,247	$	13,432

(A) Escrows held by lenders represent amounts deposited in tax, insurance, and replacement reserve escrow accounts that are related to mortgage notes collateralized by New Senior's properties.

Following is a summary of the allowance for doubtful accounts and the related provision for resident receivables:

Allowance for Doubtful Accounts:	Balance at Beginning of Year		Charged to Bad Debt		Writeoffs, Net of Recoveries			Balance at End of Year
January 1, 2012 - July 17, 2012	$	1	$	—	$	(1	)	$	—
July 18, 2012 - December 31, 2012	—		11		(2		)	9
Year ended December 31, 2013	9		314		(20		)	303
Year ended December 31, 2014	$	303	$	922	$	(1,035	)	$	190

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REAL ESTATE INVESTMENTS

12 Months Ended

Dec. 31, 2014

REAL ESTATE INVESTMENTS [Abstract]

REAL ESTATE INVESTMENTS

5. REAL ESTATE INVESTMENTS

	December 31, 2014							December 31, 2013
	Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value		Gross Carrying Amount		Accumulated Depreciation			Net Carrying Value
Land	$	138,799	$	—		$	138,799	$	102,064	$	—		$	102,064
Building and improvements	1,434,200		(43,164		)	1,391,036		1,220,578		(8,359		)	1,212,219
Furniture, fixtures and equipment	65,930		(13,824		)	52,106		50,786		(2,167		)	48,619
Total	$	1,638,929	$	(56,988	)	$	1,581,941	$	1,373,428	$	(10,526	)	$	1,362,902

Depreciation expense for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012 was $46,622, $8,984 and $1,559, respectively. Depreciation expense for the period from January 1, 2012 to July 17, 2012 was $1,203.

The following tables summarize the Company’s real estate intangibles as of December 31, 2014 and December 31, 2013:

	December 31, 2014								December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value		Weighted Average Amortization Period
Above/below market lease intangibles, net	$	5,868	$	(167	)	$	5,701	52.1 years	$	5,049	$	(3	)	$	5,046	57.5 years
In-place lease intangibles	166,951		(77,889		)	89,062		2.3 years	112,214		(21,824		)	90,390		2.5 years
Other intangibles	5,796		(965		)	4,831		9.6 years	5,800		(347		)	5,453		9.5 years
Total intangibles	$	178,615	$	(79,021	)	$	99,594		$	123,063	$	(22,174	)	$	100,889

Amortization expense for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012 was $56,776, $17,949 and $4,225, respectively. Amortization expense for the period from January 1, 2012 to July 17, 2012 was zero. Accretion of below market leases of $119, $3 and $0 is included in rental revenue for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively.

Estimated future amortization of intangible assets is as follows:

Years Ending December 31
2015	$	59,330
2016	31,338
2017	784
2018	600
2019	484
Thereafter	7,058
Total	$	99,594

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QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

12 Months Ended

Dec. 31, 2014

QUARTERLY FINANCIAL INFORMATION (UNAUDITED) [Abstract]

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

17.QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

2014	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	57,835		$	59,623		$	67,145		$	70,382		$	254,985
Net operating income	32,276			33,427			38,369			38,671			142,743
Net income/(loss) before tax	(10,578		)	(10,403		)	(10,801		)	(14,461		)	(46,243		)
Income tax expense (benefit)	360			627			350			(1,177		)	160
Net income/(loss)	$	(10,938	)	$	(11,030	)	$	(11,151	)	$	(13,284	)	$	(46,403	)
Income (loss) per share of common stock
Basic and diluted	(0.16		)	(0.17		)	(0.17		)	(0.20		)	(0.70		)
Weighted average number of shares of common stock outstanding
Basic and diluted	66,399,857			66,399,857			66,399,857			66,404,051			66,400,914

2013	Quarter Ended												Year Ended December 31
	March 31			June 30			September 30			December 31
Revenue	$	12,979		$	13,509		$	24,257		$	34,391		$	85,136
Net operating income	3,777			4,254			6,605			10,774			25,410
Net income/(loss) before tax	(1,956		)	(3,640		)	(8,612		)	(15,182		)	(29,390		)
Income tax benefit (expense)	211			436			67			(58		)	656
Net income/(loss)	$	(2,167	)	$	(4,076	)	$	(8,679	)	$	(15,124	)	$	(30,046	)
Income (loss) per share of common stock
Basic and diluted	(0.03		)	(0.06		)	(0.13		)	(0.23		)	(0.45		)
Weighted average number of shares of common stock outstanding
Basic and diluted	66,399,857			66,399,857			66,399,857			66,399,857			66,399,857

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CONCENTRATION OF CREDIT RISK

12 Months Ended

Dec. 31, 2014

CONCENTRATION OF CREDIT RISK [Abstract]

CONCENTRATION OF CREDIT RISK

13.CONCENTRATION OF CREDIT RISK

As of December 31, 2014, December 31, 2013 and December 31, 2012, Blue Harbor and Holiday managed and operated approximately 32%, 32% and 100%, of the Company’s real estate investments (based on their carrying amount), respectively. Also, as of December 31, 2014, December 31, 2013 and December 31, 2012, senior housing properties under triple net master leases constituted approximately 67%, 68% and 0%, respectively, of the Company’s real estate investments (based on their carrying amount).

Managed Properties

Blue Harbor and Holiday managed 96.5%, 100% and 100% of segment real estate investment; 99.8%, 100% and 100% of segment revenue; and 99.7%,100% and 100% of segment NOI as of and for the years ended December 31, 2014, December 31, 2013 and December 31, 2012,respectively.

Because Blue Harbor and Holiday manage, but do not lease New Senior's properties in the Managed Properties segment, the Company is not directly exposed to their credit risk in the same manner or to the same extent as the Company's triple net lease tenants. However, the Company relies on Blue Harbor and Holiday's personnel, expertise, accounting resources and information systems, proprietary information, good faith and judgment to manage the Company's properties efficiently and effectively. New Senior also relies on Blue Harbor and Holiday to otherwise operate the Company's properties in compliance with the terms of the Property Management agreements, although the Company has various rights as the property owner to terminate and exercise remedies under the Property Management agreements. Blue Harbor’s and Holiday’s inability or unwillingness to satisfy their obligations under those agreements, to efficiently and effectively manage the Company's properties, or to provide timely and accurate accounting information could have a material adverse effect on the Company. In addition, significant changes in Blue Harbor’s and Holiday’s senior management or adverse developments in their business and affairs or financial condition could have a material adverse effect on the Company.

Triple Net Lease Properties

For the year ended December 31, 2014, December 31, 2013, and for the period from July 18, 2012 through December 31, 2012, approximately 35.0%, 2.3% and 0% respectively, of New Senior's total revenues and 62.5%, 7.8% and 0% respectively, of segment NOI were derived from lease agreements with the tenant for the Holiday Portfolios, an affiliate of Fortress.

Triple net leases obligate the tenant to pay all property-related expenses, including maintenance, utilities, repairs, taxes, insurance and capital expenditures, and to comply with the terms of the mortgage financing documents, if any, affecting the properties. In addition, each of these leases has guaranty and cross-default provisions tied to other leases with the same tenant.

Because the properties leased to the tenant for the Holiday Portfolios account for a significant portion of total revenues and NOI, the Company’s financial condition and results of operations could be weakened and the Company’s ability to service its indebtedness and to make distributions to stockholders could be limited if the tenant for the Holiday Portfolios becomes unable or unwilling to satisfy its obligations to the Company or to renew leases with the Company upon expiration of the terms thereof. New Senior cannot assure that the tenant for the Holiday Portfolios will have sufficient assets, income and access to financing to enable it to satisfy its respective obligations to the Company, and any inability or unwillingness by the tenant for the Holiday Portfolios to do so could have a material adverse effect on the Company’s business, financial condition, results of operations and liquidity, the Company’s ability to service its indebtedness and other obligations and ability to make distributions to stockholders, as required for the Company to continue to qualify as a REIT. New Senior also cannot assure that the tenant for the Holiday Portfolios will elect to renew leases with the Company upon expiration of the terms thereof or that New Senior will be able to reposition any properties that are not renewed on a timely basis or on the same or better economic terms, if at all.

Each triple net master lease includes (i) a covenant requiring the tenant for the Holiday Portfolios to maintain a minimum lease coverage ratio, which the triple net master lease defines as net operating income less a reserve for capital expenditures for the applicable trailing 12-month period for the Holiday Portfolios divided by the base rental revenue for such trailing 12-month period, which steps up during the term of the lease and is subject to certain cure provisions, (ii) minimum capital expenditure requirements, (iii) customary operating covenants, events of default, and remedies, (iv) a non-compete clause restricting certain affiliates of the tenant for the Holiday Portfolios from developing or constructing new independent living properties within a specified radius of any property acquired by the Company in this transaction, and (v) restrictions on a change of control of the tenant for the Holiday Portfolios and Guarantor (as defined below), subject to certain exceptions. The triple net master leases also require the tenant for the Holiday Portfolios to fund a security deposit in the amount of approximately $43,400, which serves as security for the tenant for the Holiday Portfolios' performance of its obligations to the Company. Additionally, the tenant for the Holiday Portfolios granted the Company a first priority security interest in certain personal property and receivables arising from the operations of the Holiday Portfolios, which security interest also secures the tenant for the Holiday Portfolios' obligations under the triple net master leases. The tenant for the Holiday Portfolios' obligations to the Company under the triple net master leases are further guaranteed by Holiday AL Holdings LP, (the “Guarantor”), an affiliate of Fortress. The Guarantor is required to maintain a minimum net worth of $150,000, a minimum fixed charge coverage ratio of 1.10 and a maximum leverage ratio of 10 to 1.

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ACCRUED EXPENSES AND OTHER LIABILITIES

12 Months Ended

Dec. 31, 2014

ACCRUED EXPENSES AND OTHER LIABILITIES [Abstract]

ACCRUED EXPENSES AND OTHER LIABILITIES

9. ACCRUED EXPENSES AND OTHER LIABILITIES

	December 31, 2014		December 31, 2013
Security deposits payable	$	50,917	$	43,679
Accounts payable	6,058		2,578
Mortgage interest payable	3,651		1,237
Deferred community fees, net	3,113		1,686
Rent collected in advance	2,530		1,660
Deferred tax liability	—		853
Property tax payable	1,627		774
Contingent consideration	50		1,500
Income tax payable	—		243
Other liabilities	4,295		4,484
	$	72,241	$	58,694

The Company incurred $2,486, $1,519 and $426 in workers’ compensation expense during the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The Company incurred $462 in workers’ compensation expense during the period from January 1, 2012 to July 17, 2012.

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DEFERRED FINANCING COSTS

12 Months Ended

Dec. 31, 2014

DEFERRED FINANCING COSTS [Abstract]

DEFERRED FINANCING COSTS

7. DEFERRED FINANCING COSTS

In April 2015, the FASB issued ASU 2015-03 Simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company has elected to early adopt the provisions of this ASU and is retrospectively applying this standard to all prior periods, as set forth:

	December 31, 2014										December 31, 2013
	Previous Presentation			Adjustment				Current Presentation			Previous Presentation			Adjustment				Current Presentation
Assets:
Deferred financing costs, net		$	36,206		$	(36,206	)		$	—		$	41,979		$	(41,979	)		$	—
Liabilities:
Mortgage notes payable, net		$	1,259,430		$	(36,206	)		$	1,223,224		$	1,077,172		$	(41,979	)		$	1,035,193

The deferred financing costs summarized in the following table are presented as a reduction to "Mortgage notes payable, net" in the Consolidated Balance Sheets.

	December 31, 2014			December 31, 2013
Gross carrying amount	$	45,569		$	43,011
Accumulated amortization	(9,363		)	(1,032		)
Deferred financing costs, net	$	36,206		$	41,979

Amortization of deferred financing costs is reported within interest expense in the Consolidated Statements of Operations.

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MORTGAGE NOTES PAYABLE, NET

12 Months Ended

Dec. 31, 2014

MORTGAGE NOTES PAYABLE, NET [Abstract]

MORTGAGE NOTES PAYABLE, NET

8. MORTGAGE NOTES PAYABLE, NET

			December 31, 2014					December 31, 2013
	Final Stated Maturity	Stated Interest Rate	Outstanding Face Amount		Carrying Value (A)		Weighted Average Maturity (Years)	Outstanding Face Amount		Carrying Value (A)
Managed Properties
Fixed Rate (B)(C)	Aug 2018-Mar 2020	1.60% to 4.93%	$	156,763	$	154,696	4.3	$	159,228	$	155,694
Floating Rate  (D)	Aug 2016-Sep 2019	LIBOR +2.75% to LIBOR +3.75%	278,424		275,689		3.3	198,584		196,110
Triple Net Lease Properties
Fixed Rate (E)	Jan 2021-Jan 2024	3.83% to 8.00%	708,383		679,333		7.1	719,350		683,389
Floating Rate	Oct 2017	LIBOR + 3.25%	115,000		113,506		2.8	—		—
Total			$	1,258,570	$	1,223,224	5.5	$	1,077,162	$	1,035,193

(A) The totals are reported net of deferred financing costs of $36,206 and $41,979 as of December 31, 2014 and 2013, respectively.

(B) Includes a loan with an outstanding face amount of $11,432, as of December 31, 2014, which has an interest rate based on the applicable U.S. Treasury Security rates for the first two years. The interest rate is 4.5%, 4.75% and 5.0% for years three through five, respectively.

(C) Includes loans with an outstanding face amount of $40,584, as of December 31, 2014, for which the Company bought down the interest rate to 4.0% for the first two years. The interest rate will range from 5.99% to 6.76% thereafter.

(D) Includes floating rate mortgage loans with a total carrying value of $164,974, as of December 31, 2014, which have a LIBOR floor of 1.0%.

(E) Includes loans with an outstanding face amount of $356,818 and $312,157, as of December 31, 2014, for which the Company bought down the interest rates to 4.00% and 3.83%, respectively, through January 2019. The interest rates will increase to 4.99% and 4.56%, respectively, thereafter.

The carrying value of collateral relating to fixed rate and floating rate mortgages was $1,130,582 and $524,996 as of December 31, 2014 and $1,193,950 and $269,117 as of December 31, 2013, respectively.

The Company’s mortgage notes payable have contractual maturities as follows:

2015	$	17,046
2016	42,302
2017	204,128
2018	206,774
2019	140,657
Thereafter	647,663
Total	$	1,258,570

The Company’s mortgage notes payable contain various customary financial and other covenants, in some cases including Debt Service Coverage Ratio and Project Yield, as defined in the agreements. The Company was in compliance with the covenants in its mortgage notes payable agreements as of December 31, 2014.

The fair values of mortgage notes payable as of December 31, 2014 and December 31, 2013 was $1,283,109 and $1,075,390, respectively. Mortgage notes payable are not measured at fair value in the Consolidated Balance Sheets. The disclosed fair value of mortgage notes payable, classified as level 3 within the fair value hierarchy, is based on a discounted cash flow valuation model. Significant inputs in the model include amounts and timing of expected future cash flows and market yields which are constructed based on inputs implied from similar debt offerings.

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TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

12 Months Ended

Dec. 31, 2014

TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES [Abstract]

TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

10. TRANSACTIONS WITH AFFILIATES AND AFFILIATED ENTITIES

Management Agreements

In conjunction with the spin-off, New Senior entered into a management agreement (the “Management Agreement”) with the Manager dated November 6, 2014 (effective November 7, 2014), under which the Manager advises the Company on various aspects of its business and manages its day-to-day operations, subject to the supervision of the Company’s board of directors. For its management services, the Manager is entitled to a fee of 1.5% per annum of the Company’s gross equity. Gross equity is generally defined as the equity invested by Newcastle as of the distribution date calculated and payable monthly in arrears in cash, plus the aggregate offering price from stock offerings, plus certain capital contributions to subsidiaries, less capital distributions (calculated without regard to depreciation and amortization) and repurchases of common stock. Between November 7, 2014 and December 31, 2014, the Company incurred $1,860 in management fees under the Management Agreement which has been included in the management fee to affiliate caption of the Consolidated Statements of Operations.

The Manager is entitled to receive, on a quarterly basis, incentive compensation on a cumulative, but not compounding basis, in an amount equal to the product of (A) 25% of the dollar amount by which (1)(a) funds from operations (as defined in the Management Agreement) before the incentive compensation per share of common stock, plus (b) gains (or losses) from sales of property per share of common stock, plus (c) internal and third party acquisition-related expenses, plus (d) unconsummated transaction expenses, and plus (e) Other Non-Routine Items, exceed (2) an amount equal to (a) the weighted average value per share of the equity invested by Newcastle in the assets of the Company (including total cash contributed to the Company) as of the distribution date and the price per share of the Company’s common stock in any offerings by the Company (adjusted for prior capital dividends or capital distributions, which shall be calculated without regard to depreciation and amortization) multiplied by (b) a simple interest rate of 10% per annum, multiplied by (B) the weighted average number of shares of common stock outstanding. The Manager earned no incentive compensation during the period from November 7, 2014 to December 31, 2014.

Because the Manager’s employees perform certain legal, accounting, due diligence tasks and other services that outside professionals or outside consultants otherwise would perform, the Manager is paid or reimbursed for the cost of performing such tasks, provided that such costs and reimbursements are no greater than those which would be paid to outside professionals or consultants on an arm’s-length basis. The Company is also required to pay all operating expenses, except those specifically required to be borne by the Manager under the Management Agreement. The Company is required to pay expenses that include, but are not limited to, issuance and transaction costs incidental to the sourcing, evaluation, acquisition, management, disposition, and financing of the Company’s investments, legal, underwriting, sourcing, asset management and auditing fees and expenses, the compensation and expenses of independent directors, the costs associated with the establishment and maintenance of any credit facilities and other indebtedness of the Company (including commitment fees, legal fees, closing costs, etc.), expenses associated with other securities offerings of the Company, the costs of printing and mailing proxies and reports to the Company’s stockholders, costs incurred by employees or agents of the Manager for travel on the Company’s behalf, costs associated with any computer software or hardware that is solely used by the Company, costs to obtain liability insurance to indemnify directors and officers and the compensation and expenses of the Company’s transfer agent. During the period from November 7, 2014 to December 31, 2014, the Company reimbursed the Manager for $1,551 for other tasks and services under the Management Agreement.

As of, and for the Successor periods prior to, November 6, 2014, the Company was not party to a stand-alone management agreement with the Manager. However, the Company was allocated a portion of the fees paid by Newcastle to the Manager for management services in the amount of $6,610, $1,796 and $464 for the period from January 1, 2014 to November 6, 2014, for the year ended December 31, 2013 and for the period from July 18, 2012 to December 31, 2012, respectively.

Newcastle’s management agreement with the Manager provides that Newcastle reimburses the Manager for various expenses incurred by the Manager or its officers, employees and agents on its behalf, including costs of legal, accounting, tax, auditing, administrative and other similar services rendered for Newcastle by providers retained by the Manager or, if provided by the Manager's employees, based on amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis. Newcastle’s Manager was also entitled to receive an incentive return on a cumulative, but not compounding basis, and subject to certain performance targets and contingent events. Because none of the conditions requiring an incentive payment by Newcastle to the Manager were met, no incentive expense was allocated to the Company. As such, no incentive expense was allocated to the Company.

Property Management Agreements

Within the Company’s Managed Properties segment, the Company is party to Property Management Agreements with Blue Harbor and Holiday, both affiliates of Fortress, to manage a portion of its senior housing properties. Pursuant to these Property Management Agreements, the Company pays monthly property management fees. For AL/MC properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 6% of effective gross income for the first two years and 7% thereafter. For IL-only properties managed by Blue Harbor and Holiday, the Company pays management fees equal to 5% of effective gross income. Property management fees are included in property operating expense. Property operating expense for Property Managers affiliated with Fortress include property management fees of $9,327, $4,976 and $1,082 and travel reimbursement costs of $318, $181 and $35 for the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The payroll expense is structured as a reimbursement to the Property Manager, who is the employer of record. The Company reimbursed the Property Managers affiliated with Fortress for approximately $58,017, $32,520 and $6,761 of property-level payroll expenses relating to the Company’s operations during the year ended December 31, 2014, December 31, 2013 and the period from July 18, 2012 to December 31, 2012, respectively. The Property Management Agreements with affiliated managers have an initial term of 10 years and provide for automatic one-year extensions after the initial term, subject to termination rights. 

During the Predecessor period, the Company was party to property management agreements with Regent Assisted Living, Inc. and BPM Senior Housing Company to manage its senior housing properties. BPM Senior Housing Company was also the employer of record. Pursuant to these property management agreements, the Company paid management fees equal to 5% of the property’s effective gross income, as defined in the respective agreements. During the period from January 1, 2012 to July 17, 2012, property management fees expensed in property operating expense amounted to $988. Additionally, the Company reimbursed payroll costs of $3,538 for the period from January 1, 2012 to July 17, 2012.

Triple Net Lease Agreements

Within the Company’s Triple Net Lease segment, the Company is party to triple net master leases with the tenant for the Holiday Portfolios. Pursuant to the leases, the tenant pays monthly lease payments at a fixed rate through the lease term which expires in 2031. For the year ended December 31, 2014, December 31, 2013 and period from July 18, 2012 to December 31, 2012, such payments amounted to $65,031, $1,399 and $0, respectively.

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EQUITY AND EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2014

EQUITY AND EARNINGS PER SHARE [Abstract]

Summary of Outstanding Options

New Senior’s outstanding options are summarized as follows:

	December 31, 2014			December 31, 2013
	Issued Prior to 2012	Issued in 2012- 2014	Total	Issued Prior to 2012	Issued in 2012- 2013	Total
Held by the Manager	623,623	4,368,129	4,991,752	715,258	3,866,906	4,582,164
Issued to the Manager and subsequently transferred to certain of the Manager’s employees	42,202	466,645	508,847	290,929	216,668	507,597
Issued to the independent directors	—	20,000	20,000	—	666	666
Total	665,825	4,854,774	5,520,599	1,006,187	4,084,240	5,090,427

The following table summarizes New Senior’s outstanding options as of December 31, 2014. The last sale price on the NYSE for New Senior’s common stock in the year ended December 31, 2014 was $16.45 per share.

Recipient	Date of Grant/ Exercise (A)	Number of Options		Options Exercisable as of December 31, 2014	Weighted Average Exercise Price (B)		Intrinsic Value as of December 31, 2014 (millions)
Directors	November 2014	20,000		667	$	17.21	—
Manager (C)	2004 - 2007	227,073		199,993	$	56.99	—
Manager (C)	March 2011	182,527		182,527	$	7.18	$	1.7
Manager (C)	September 2011	283,305		283,305	$	4.09	$	3.5
Manager (C)	April 2012	311,191		306,991	$	7.66	$	2.7
Manager (C)	May 2012	377,495		372,440	$	8.75	$	2.9
Manager (C)	July 2012	416,522		397,869	$	8.71	$	3.2
Manager (C)	January 2013	958,331		734,720	$	14.42	$	1.9
Manager (C)	February 2013	383,331		281,109	$	16.85	—
Manager (C)	June 2013	670,829		402,497	$	17.89	—
Manager (C)	November 2013	965,847		418,534	$	19.23	—
Manager (C)	August 2014	765,416		102,055	$	20.89	—
Exercised (D)	December 2014	(14,188	)	N/A	$	8.41	N/A
Expired unexercised	2004	(27,080	)	N/A	$	61.11	N/A
Outstanding		5,520,599		3,682,707	$	16.33

(A) Options expire on the tenth anniversary from date of grant.

(B) The strike prices are subject to adjustment in connection with return of capital dividends.

(C) The Manager assigned certain of its options to Fortress’s employees as follows:

Date of Grant	Range of Strike Prices	Total Unexercised Inception to Date
2004 - 2007	$53.26-60.92	42,202
2012	$7.66-8.75	199,988
2013	$14.42-19.23	266,657
Total		508,847

(D) The options were exercised by a former employee of Fortress for an equal amount of New Senior shares.

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FUTURE MINIMUM RENTS (Details) $ in Thousands	Dec. 31, 2014 USD ($)
Future Contracted Minimum Rental Revenue [Abstract]
2015	$ 82,439
2016	86,040
2017	89,798
2018	92,882
2019	95,972
Thereafter	1,269,839
Total	$ 1,716,970

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2014

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

15. COMMITMENTS AND CONTINGENCIES

As of December 31, 2014, management believes there are no material contingencies that would affect the Company’s results of operations, cash flows or financial position.

Certain Obligations, Liabilities and Litigation

The Company may be subject to various obligations, liabilities and litigation assumed in connection with or arising out of its acquisitions or otherwise arising in connection with its on-going business. Some of these liabilities may be indemnified by third parties. However, if these liabilities are greater than expected or were not known to the Company at the time of acquisition, if the Company is not entitled to indemnification, or if the responsible third party fails to indemnify the Company for these liabilities, such obligations, liabilities and litigation could have a material adverse effect on the Company. In addition, in connection with the sale or leasing of properties, the Company may incur various obligations and liabilities, including indemnification obligations, relating to the operations of those properties, which could have a material adverse effect on the Company’s financial position, cash flows and results of operations.

Certain Tax-Related Covenants

If New Senior is treated as a successor to Newcastle under applicable U.S. federal income tax rules, and if Newcastle fails to qualify as a REIT, New Senior could be prohibited from electing to be a REIT. Accordingly, Newcastle has (i) represented that it has no knowledge of any fact or circumstance that would cause New Senior to fail to qualify as a REIT, (ii) covenanted to use commercially reasonable efforts to cooperate with New Senior as necessary to enable New Senior to qualify for taxation as a REIT and receive customary legal opinions concerning REIT status, including providing information and representations to New Senior and its tax counsel with respect to the composition of Newcastle’s income and assets, the composition of its stockholders and its operation as a REIT, and (iii) covenanted to use its reasonable best efforts to maintain its REIT status for each of Newcastle’s taxable years ending on or before December 31, 2015 (unless Newcastle obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that Newcastle’s failure to maintain its REIT status will not cause New Senior to fail to qualify as a REIT under the successor REIT rule referred to above).

Proceedings Indemnified and Defended by Third Parties

From time to time, the Company is party to certain legal actions, regulatory investigations and claims for which third parties are contractually obligated to indemnify, defend and hold the Company harmless. While the Company is presently not being defended by any tenant and other obligated third parties in these types of matters, there is no assurance that its tenants, their affiliates or other obligated third parties will continue to defend the Company in these matters, or that such parties will have sufficient assets, income and access to financing to enable them to satisfy their defense and indemnification obligations to the Company.

Environmental Costs

As a commercial real estate owner, the Company is subject to potential environmental costs. As of December 31, 2014, management of the Company is not aware of any environmental concerns that would have a material adverse effect on the Company’s financial position or results of operations.

Capital Improvement, Repair and Lease Commitments

The Company is committed to making $6,500 available for capital improvements to the triple net lease properties under the LCS Portfolio and also agreed to make available an additional $9,000 at certain intervals over the 15 year lease period to be used for further capital improvements. Upon funding the capital improvements, the Company will be entitled to a rent increase. No capital improvements and repairs have been funded as of December 31, 2014. The Company has two ground leases with initial terms of 74 and 82 years. Both ground leases require equal annual rent payments that amount to an aggregate $368 over the life of the leases.

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ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2014

ACQUISITIONS [Abstract]

Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the acquisition date fair value of identifiable assets acquired and liabilities assumed in connection with the acquisitions completed in the years ended December 31, 2014 and December 31, 2013, in accordance with the acquisition method of accounting:

	2014 Acquisitions									2013 Acquisitions
	Managed Properties (A)			Triple Net Lease Properties			Total			Managed Properties (B)			Triple Net Lease Properties			Total
Real estate investments	$	116,674		$	143,869		$	260,543		$	268,011		$	937,596		$	1,205,607
In-place lease intangibles	15,301			39,894			55,195			31,673			57,830			89,503
Above/below market lease intangibles	—			819			819			—			5,049			5,049
Other intangibles	—			—			—			5,200			—			5,200
Assumed mortgage notes payable	—			—			—			(43,128		)	—			(43,128		)
Other assets, net of other liabilities	(70		)	(1,552		)	(1,622		)	(2,157		)	—			(2,157		)
Total Consideration	131,905			183,030			314,935			259,599			1,000,475			1,260,074
Mortgage notes payable	(80,144		)	(115,000		)	(195,144		)	(175,871		)	(719,350		)	(895,221		)
Net assets	51,761			68,030			119,791			83,728			281,125			364,853
Total acquisition related expenses	$	2,105		$	993		$	3,098		$	5,810		$	4,513		$	10,323

(A) Includes $50 for the fair value of earn-out consideration. The earn-out is limited to $750 as per the agreement.

(B) Includes $1,500 for the fair value of earn-out consideration. In 2014, this earn-out was remeasured to zero.

Effect of Acquisitions on Revenues and Pre-tax Net Income (Loss)

The following table illustrates the effect of the acquisitions completed in the year ended December 31, 2014 on revenues and pre-tax net income (loss) as if they had been consummated as of January 1, 2013:

	For the Year Ended December 31, 2014			For the Year Ended December 31, 2013
Revenues	$	278,900		$	267,822
Pre-tax net Income (loss)	$	(55,028	)	$	(53,767	)

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EQUITY AND EARNINGS PER SHARE (Details) $ / shares in Units, $ in Thousands				12 Months Ended
		Dec. 19, 2014 USD ($) $ / shares	Nov. 06, 2014 USD ($) shares	Dec. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 USD ($) $ / shares shares	Dec. 31, 2012 shares	Oct. 23, 2014 $ / shares shares
Equity [Abstract]
Spin-off distribution ratio			1
Common stock, shares outstanding (in shares)			66,399,857	66,415,415	66,415,415		66,399,857
Cash and cash equivalents | $				$ 226,377	$ 30,393
Common stock, shares authorized (in shares)				2,000,000,000	2,000,000,000		2,000,000,000
Common stock, par value (in dollars per share) | $ / shares				$ 0.01	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)				100,000,000	100,000,000		100,000,000
Preferred stock, par value (in dollars per share) | $ / shares				$ 0.01	$ 0.01		$ 0.01
Common stock, shares issued (in shares)				66,415,415	66,415,415		66,399,857
Range of Strike Prices [Abstract]
Total unexercised inception to date (in shares)				508,847
Earnings Per Share [Abstract]
Dilutive common stock equivalents attributable to stock options (in shares)				0
Earnings Per Share [Abstract]
Options granted (in shares)			0
Last sale price of the common stock on the NYSE (in dollars per share) | $ / shares				$ 16.45
Independent Directors [Member]
Option Plan [Abstract]
Common stock issued to independent directors as compensation (in shares)				1,370
2004-2007 [Member]
Range of Strike Prices [Abstract]
Strike price, lower limit of range (in dollars per share) | $ / shares				$ 53.26
Strike price, upper limit of range (in dollars per share) | $ / shares				$ 60.92
Total unexercised inception to date (in shares)				42,202
2011 [Member]
Range of Strike Prices [Abstract]
Strike price, lower limit of range (in dollars per share) | $ / shares				$ 7.66
Strike price, upper limit of range (in dollars per share) | $ / shares				$ 8.75
Total unexercised inception to date (in shares)				199,988
2012 [Member]
Range of Strike Prices [Abstract]
Strike price, lower limit of range (in dollars per share) | $ / shares				$ 14.42
Strike price, upper limit of range (in dollars per share) | $ / shares				$ 19.23
Total unexercised inception to date (in shares)				266,657
Newcastle Investment Corp. [Member]
Equity [Abstract]
Common stock, shares outstanding (in shares)			66,399,857
Cash and cash equivalents | $			$ 245,244
Fortress Investment Group, LLC [Member]
Equity [Abstract]
Common stock, shares outstanding (in shares)				1,071,658
Nonqualified Stock Option and Incentive Award Plan [Member] | Minimum [Member]
Option Plan [Abstract]
Options expiry date				Jan. 12, 2015
Nonqualified Stock Option and Incentive Award Plan [Member] | Maximum [Member]
Option Plan [Abstract]
Options expiry date				Aug. 18, 2024
Nonqualified Stock Option and Incentive Award Plan [Member] | Stock Options [Member]
Option Plan [Abstract]
Common stock, shares reserved for issuance (in shares)				30,000,000
Term of plan				10 years
Percentage increase in number of common stock shares reserved for issuance (in hundredths)				10.00%
Maximum percentage of shares that can be issued to Manager in connection with capital raising efforts (in hundredths)				10.00%
Number of options converted in connection with spin-off (in shares)				5,500,000
Period used to calculate average closing price to set exercise price of options				5 days
Outstanding Options [Abstract]
Options outstanding (in shares)				5,520,599	5,090,427
Options exercisable (in shares)				3,682,707
Weighted average exercise price (in dollars per share) | $ / shares	[1]			$ 16.33
Intrinsic value | $				$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Stock Options [Member] | Independent Directors [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				20,000	666
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued Prior to 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				665,825	1,006,187
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued Prior to 2012 [Member] | Stock Options [Member] | Independent Directors [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				0	0
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued in 2012-2014 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				4,854,774
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued in 2012-2014 [Member] | Stock Options [Member] | Independent Directors [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				20,000
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued in 2012 and 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)					4,084,240
Nonqualified Stock Option and Incentive Award Plan [Member] | Issued in 2012 and 2013 [Member] | Stock Options [Member] | Independent Directors [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)					666
Nonqualified Stock Option and Incentive Award Plan [Member] | November 2014 [Member] | Stock Options [Member] | Independent Directors [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				20,000
Options exercisable (in shares)				667
Weighted average exercise price (in dollars per share) | $ / shares	[1]			$ 17.21
Intrinsic value | $				$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | December 2014 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Exercised ( in shares)	[2]			(14,188)
Weighted average exercise price (in dollars per share) | $ / shares	[1],[2]			$ 8.41
Nonqualified Stock Option and Incentive Award Plan [Member] | 2004 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Expired unexercised (in shares)				(27,080)
Weighted average exercise price (in dollars per share) | $ / shares	[1]			$ 61.11
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				4,991,752	4,582,164
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | Issued Prior to 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				623,623	715,258
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | Issued in 2012-2014 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				4,368,129
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | Issued in 2012 and 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)					3,866,906
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | 2004-2007 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			227,073
Options exercisable (in shares)	[3]			199,993
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 56.99
Intrinsic value | $	[3]			$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | March 2011 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			182,527
Options exercisable (in shares)	[3]			182,527
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 7.18
Intrinsic value | $	[3]			$ 1,700
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | September 2011 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			283,305
Options exercisable (in shares)	[3]			283,305
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 4.09
Intrinsic value | $	[3]			$ 3,500
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | April 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			311,191
Options exercisable (in shares)	[3]			306,991
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 7.66
Intrinsic value | $	[3]			$ 2,700
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | May 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			377,495
Options exercisable (in shares)	[3]			372,440
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 8.75
Intrinsic value | $	[3]			$ 2,900
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | July 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			416,522
Options exercisable (in shares)	[3]			397,869
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 8.71
Intrinsic value | $	[3]			$ 3,200
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | January 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			958,331
Options exercisable (in shares)	[3]			734,720
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 14.42
Intrinsic value | $	[3]			$ 1,900
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | February 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			383,331
Options exercisable (in shares)	[3]			281,109
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 16.85
Intrinsic value | $	[3]			$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | June 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			670,829
Options exercisable (in shares)	[3]			402,497
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 17.89
Intrinsic value | $	[3]			$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | November 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			965,847
Options exercisable (in shares)	[3]			418,534
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 19.23
Intrinsic value | $	[3]			$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager [Member] | August 2014 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)	[3]			765,416
Options exercisable (in shares)	[3]			102,055
Weighted average exercise price (in dollars per share) | $ / shares	[1],[3]			$ 20.89
Intrinsic value | $	[3]			$ 0
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager's Employees [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				508,847	507,597
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager's Employees [Member] | Issued Prior to 2012 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				42,202	290,929
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager's Employees [Member] | Issued in 2012-2014 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)				466,645
Nonqualified Stock Option and Incentive Award Plan [Member] | Manager's Employees [Member] | Issued in 2012 and 2013 [Member] | Stock Options [Member]
Outstanding Options [Abstract]
Options outstanding (in shares)					216,668
Dividend Declared 2014-Q4 [Member]
Dividends [Abstract]
Dividend, date declared				Dec. 22, 2014
Dividend, amount declared | $		$ 15,276
Dividend, amount declared per share (in dollars per share) | $ / shares		$ 0.23
Dividend, date of record				Jan. 02, 2015
Dividend, date paid				Jan. 30, 2015
Equity Options [Member]
Earnings Per Share [Abstract]
Antidilutive shares excluded from computation of EPS (in shares)				162,563	0	0

[1] The strike prices are subject to adjustment in connection with return of capital dividends.

[2] The options were exercised by a former employee of Fortress for an equal amount of New Senior shares.

[3] The Manager assigned certain of its options to Fortress's employees.

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SEGMENT REPORTING (Details) $ in Thousands	2 Months Ended	3 Months Ended								5 Months Ended	7 Months Ended	10 Months Ended	12 Months Ended
	Dec. 31, 2014 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Sep. 30, 2013 USD ($)	Jun. 30, 2013 USD ($)	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jul. 17, 2012 USD ($)	Nov. 06, 2014 USD ($)	Dec. 31, 2014 USD ($) Segment	Dec. 31, 2013 USD ($)
SEGMENT REPORTING [Abstract]
Number of reportable business segments | Segment													2
Revenues [Abstract]
Resident fees and services													$ 156,993	$ 83,218
Rental revenue													97,992	1,918
Less: Property operating expense													112,242	59,726
Segment NOI		$ 38,671	$ 38,369	$ 33,427	$ 32,276	$ 10,774	$ 6,605	$ 4,254	$ 3,777				142,743	25,410
Income tax expense		(1,177)	350	627	360	(58)	67	436	211				160	656
Net loss		(13,284)	$ (11,151)	$ (11,030)	$ (10,938)	(15,124)	$ (8,679)	$ (4,076)	$ (2,167)				(46,403)	(30,046)
Assets	$ 1,966,159	$ 1,966,159				$ 1,507,616							$ 1,966,159	$ 1,507,616
Percentage of assets (in hundredths)	100.00%	100.00%				100.00%							100.00%	100.00%
Capital expenditures													$ 8,538	$ 3,502
Percentage of capital expenditures (in hundredths)													100.00%	100.00%
Successor [Member]
Revenues [Abstract]
Resident fees and services										$ 18,000			$ 156,993	$ 83,218
Rental revenue										0			97,992	1,918
Less: Property operating expense										13,011			112,242	59,726
Depreciation and amortization										5,784			103,279	26,933
Interest expense										1,767			57,026	10,589
Acquisition, transaction and integration expense										6,037			14,295	13,294
Management fee to affiliate										464			8,470	1,796
General and administrative expense										274			7,416	2,188
Income tax expense										150			160	656
Net loss	$ (9,439)									(9,487)		$ (36,964)	(46,403)	(30,046)
Predecessor [Member]
Revenues [Abstract]
Resident fees and services											$ 19,680
Rental revenue											0
Less: Property operating expense											13,778
Depreciation and amortization											1,203
Interest expense											2,534
Acquisition, transaction and integration expense											0
Management fee to affiliate											0
General and administrative expense											20
Income tax expense											0
Net loss											2,145
Managed Properties [Member] | Successor [Member]
Revenues [Abstract]
Net loss										(9,487)
Managed Properties [Member] | Predecessor [Member]
Revenues [Abstract]
Net loss											2,145
Reportable Business Segment [Member] | Triple Net Lease Properties [Member]
Revenues [Abstract]
Resident fees and services													0	0
Rental revenue													97,992	1,918
Less: Property operating expense													0	0
Segment NOI													97,992	1,918
Assets	$ 1,175,690	$ 1,175,690				$ 1,001,590							$ 1,175,690	$ 1,001,590
Percentage of assets (in hundredths)	59.80%	59.80%				66.40%							59.80%	66.40%
Capital expenditures													$ 0	$ 0
Percentage of capital expenditures (in hundredths)													0.00%	0.00%
Reportable Business Segment [Member] | Managed Properties [Member]
Revenues [Abstract]
Resident fees and services													$ 156,993	$ 83,218
Rental revenue													0	0
Less: Property operating expense													112,242	59,726
Segment NOI													44,751	23,492
Assets	$ 790,469	$ 790,469				$ 506,026							$ 790,469	$ 506,026
Percentage of assets (in hundredths)	40.20%	40.20%				33.60%							40.20%	33.60%
Capital expenditures													$ 8,538	$ 3,502
Percentage of capital expenditures (in hundredths)													100.00%	100.00%
Reportable Business Segment [Member] | Managed Properties [Member] | Successor [Member]
Revenues [Abstract]
Resident fees and services										18,000
Less: Property operating expense										13,011
Segment NOI										4,989
Reportable Business Segment [Member] | Managed Properties [Member] | Predecessor [Member]
Revenues [Abstract]
Resident fees and services											19,680
Less: Property operating expense											13,778
Segment NOI											5,902
Reconciling Items [Member]
Revenues [Abstract]
Depreciation and amortization													$ 103,279	$ 26,933
Interest expense													57,026	10,589
Acquisition, transaction and integration expense													14,295	13,294
Management fee to affiliate													8,470	1,796
General and administrative expense													7,416	2,188
Other (income) and expense													(1,500)
Income tax expense													$ 160	$ 656
Reconciling Items [Member] | Managed Properties [Member] | Successor [Member]
Revenues [Abstract]
Depreciation and amortization										5,784
Interest expense										1,767
Acquisition, transaction and integration expense										6,037
Management fee to affiliate										464
General and administrative expense										274
Income tax expense										$ 150
Reconciling Items [Member] | Managed Properties [Member] | Predecessor [Member]
Revenues [Abstract]
Depreciation and amortization											1,203
Interest expense											2,534
Acquisition, transaction and integration expense											0
Management fee to affiliate											0
General and administrative expense											20
Income tax expense											$ 0
Revenues [Member] | Managed Properties [Member] | Florida [Member]
Major Customers [Abstract]
Percentage of total revenues (in hundredths)													25.20%
Revenues [Member] | Managed Properties [Member] | Texas [Member]
Major Customers [Abstract]
Percentage of total revenues (in hundredths)													12.90%
Revenues [Member] | Tenant for Holiday Portfolios [Member]
Major Customers [Abstract]
Percentage of total revenues (in hundredths)													35.00%

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Total	Common Stock [Member]	Accumulated Deficit [Member]	Additional Paid in Capital [Member]
Equity (Deficit), Beginning Balance (Predecessor [Member]) at Dec. 31, 2011	$ (27,185)	$ 0	$ 0	$ (27,185)
Equity (Deficit), Beginning Balance ( in shares) (Predecessor [Member]) at Dec. 31, 2011		0
Increase (Decrease) in Equity [Roll Forward]
Capital contributions | Predecessor [Member]	91	$ 0	0	91
Capital distributions | Predecessor [Member]	(1,988)	0	0	(1,988)
Net income (loss) | Predecessor [Member]	2,145	0	0	2,145
Equity (Deficit), Ending Balance (Predecessor [Member]) at Jul. 17, 2012	(26,937)	0	0	(26,937)
Equity (Deficit), Ending Balance (Successor [Member]) at Jul. 17, 2012	54,900	$ 0	0	54,900
Equity (Deficit), Ending Balance ( in shares) (Predecessor [Member]) at Jul. 17, 2012		0
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Jul. 17, 2012		0
Increase (Decrease) in Equity [Roll Forward]
Capital contributions | Successor [Member]	27,704	$ 0	0	27,704
Capital distributions | Successor [Member]	(3,413)	0	0	(3,413)
Net income (loss) | Successor [Member]	(9,487)	0	0	(9,487)
Equity (Deficit), Ending Balance (Successor [Member]) at Dec. 31, 2012	69,704	$ 0	0	69,704
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Dec. 31, 2012		0
Increase (Decrease) in Equity [Roll Forward]
Capital contributions | Successor [Member]	397,015	$ 0	0	397,015
Capital distributions | Successor [Member]	(28,838)	0	0	(28,838)
Net income (loss) | Successor [Member]	(30,046)	0	0	(30,046)
Net income (loss)	(30,046)
Equity (Deficit), Ending Balance (Successor [Member]) at Dec. 31, 2013	407,835	$ 0	0	407,835
Equity (Deficit), Ending Balance at Dec. 31, 2013	$ 407,835
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Dec. 31, 2013		0
Equity (Deficit), Ending Balance ( in shares) at Dec. 31, 2013	66,415,415
Increase (Decrease) in Equity [Roll Forward]
Capital contributions | Successor [Member]	$ 461,218	$ 0	0	461,218
Capital distributions | Successor [Member]	(158,980)	0	0	(158,980)
Net income (loss) | Successor [Member]	(36,964)	0	0	(36,964)
Effect of New Senior spin-off | Successor [Member]	0	$ 664	0	(664)
Effect of New Senior spin-off (in shares) | Successor [Member]		66,399,857
Equity (Deficit), Ending Balance (Successor [Member]) at Nov. 06, 2014	$ 673,109	$ 664	0	672,445
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Nov. 06, 2014		66,399,857
Equity (Deficit), Ending Balance ( in shares) at Nov. 06, 2014	66,399,857
Equity (Deficit), Beginning Balance (Successor [Member]) at Dec. 31, 2013	$ 407,835	$ 0	0	407,835
Equity (Deficit), Beginning Balance at Dec. 31, 2013	$ 407,835
Equity (Deficit), Beginning Balance ( in shares) (Successor [Member]) at Dec. 31, 2013		0
Equity (Deficit), Beginning Balance ( in shares) at Dec. 31, 2013	66,415,415
Increase (Decrease) in Equity [Roll Forward]
Net income (loss) | Successor [Member]	$ (46,403)
Net income (loss)	(46,403)
Equity (Deficit), Ending Balance (Successor [Member]) at Dec. 31, 2014	648,536	$ 664	(24,715)	672,587
Equity (Deficit), Ending Balance at Dec. 31, 2014	$ 648,536
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Dec. 31, 2014		66,415,415
Equity (Deficit), Ending Balance ( in shares) at Dec. 31, 2014	66,415,415
Equity (Deficit), Beginning Balance (Successor [Member]) at Nov. 06, 2014	$ 673,109	$ 664	0	672,445
Equity (Deficit), Beginning Balance ( in shares) (Successor [Member]) at Nov. 06, 2014		66,399,857
Equity (Deficit), Beginning Balance ( in shares) at Nov. 06, 2014	66,399,857
Increase (Decrease) in Equity [Roll Forward]
Exercise of stock options | Successor [Member]	$ 119	$ 0	0	119
Exercise of stock options (in shares) | Successor [Member]		14,188
Director's shares issued | Successor [Member]	23	$ 0	0	23
Director's shares issued (in shares) | Successor [Member]		1,370
Dividends declared | Successor [Member]	(15,276)	$ 0	(15,276)	0
Net income (loss) | Successor [Member]	(9,439)	0	(9,439)	0
Equity (Deficit), Ending Balance (Successor [Member]) at Dec. 31, 2014	648,536	$ 664	$ (24,715)	$ 672,587
Equity (Deficit), Ending Balance at Dec. 31, 2014	$ 648,536
Equity (Deficit), Ending Balance ( in shares) (Successor [Member]) at Dec. 31, 2014		66,415,415
Equity (Deficit), Ending Balance ( in shares) at Dec. 31, 2014	66,415,415

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SEGMENT REPORTING

12 Months Ended

Dec. 31, 2014

SEGMENT REPORTING [Abstract]

SEGMENT REPORTING

4. SEGMENT REPORTING

As of December 31, 2014, the Company operated in two reportable business segments: Managed Properties and Triple Net Lease Properties. Under its Managed Properties segment, the Company invests in senior housing properties throughout the United States and engages property managers to manage those senior housing properties. Under its Triple Net Lease Properties segment, the Company invests in senior housing and healthcare properties throughout the United States and leases those properties to healthcare operating companies under triple net leases that obligate the tenants to pay all property-related expenses, including repairs, maintenance, capital expenditures, utilities, taxes, insurance and the payroll expense of property-level employees.

The Company evaluates performance of the combined properties in each reportable business segment based on segment net operating income (“NOI”). The Company defines NOI as total revenues less property-level operating expenses, which include property management fees and travel cost reimbursements to affiliates. The Company believes that net income, as defined by GAAP, is the most appropriate earnings measurement. However, the Company believes that segment NOI serves as a useful supplement to net income because it allows investors, analysts and management to measure unlevered property-level operating results and to compare the Company’s operating results to the operating results of other real estate companies and between periods on a consistent basis. Segment NOI should not be considered as an alternative to net income as determined in accordance with GAAP.

Interest expense, depreciation and amortization, general and administrative expense, acquisition, transaction and integration expense, management fee to affiliate, income tax expense, discontinued operations (if any) and other non-property specific revenues and expenses are not allocated to individual segments for purposes of assessing segment performance. There are no intersegment sales or transfers.

	Year Ended December 31, 2014
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	156,993	$	156,993
Rental revenue	97,992		—		97,992
Less: Property operating expense	—		112,242		112,242
Segment NOI	$	97,992	$	44,751	$	142,743
Depreciation and amortization					103,279
Interest expense					57,026
Acquisition, transaction and integration expense					14,295
Management fee to affiliate					8,470
General and administrative expense					7,416
Other (income) and expense					(1,500		)
Income tax expense					160
Net loss					$	(46,403	)

	Year Ended December 31, 2013
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	83,218	$	83,218
Rental revenue	1,918		—		1,918
Less: Property operating expense	—		59,726		59,726
Segment NOI	$	1,918	$	23,492	$	25,410
Depreciation and amortization					26,933
Interest expense					10,589
Acquisition, transaction and integration expense					13,294
Management fee to affiliate					1,796
General and administrative expense					2,188
Income tax expense					656
Net loss					$	(30,046	)

	Managed Properties
	Successor			Predecessor
	For the period from July 18, 2012 to December 31, 2012			For the period from January 1, 2012 to July 17, 2012
Revenues
Resident fees and services	$	18,000		$	19,680
Less: Property operating expense	13,011			13,778
Segment NOI	$	4,989		$	5,902
Depreciation and amortization	5,784			1,203
Interest expense	1,767			2,534
Acquisition, transaction and integration expense	6,037			—
Management fee to affiliate	464			—
General and administrative expense	274			20
Income tax expense	150			—
Net loss	$	(9,487	)	$	2,145

Property operating expense includes property management fees and travel reimbursement costs. The Company also reimbursed the Property Managers for property-level payroll expenses. See Note 10 for additional information on these expenses.

Assets by reportable business segment are as follows:

	Year Ended December 31, 2014				Year Ended December 31, 2013
Assets:	Amount		Percentage		Amount		Percentage
Triple Net Lease Properties	$	1,175,690	59.8	%	$	1,001,590	66.4	%
Managed Properties	790,469		40.2	%	506,026		33.6	%
Total Assets	$	1,966,159	100.0	%	$	1,507,616	100.0	%

Capital expenditures, including investments in real estate property, by reportable business segment are as follows:

	Year Ended December 31, 2014				Year Ended December 31, 2013
Capital Expenditures:	Amount		Percentage		Amount		Percentage
Triple Net Lease Properties	$	—	—		$	—	—
Managed Properties	8,538		100	%	3,502		100	%
Total Capital Expenditures	$	8,538	100	%	$	3,502	100	%

The tenant for the Holiday Portfolios, an affiliate of Fortress, accounted for 35% of the total revenues for the year ended December 31, 2014. The Company’s properties in Florida and Texas accounted for approximately 25.2% and 12.9% of the Company's revenues for the year ended December 31, 2014, respectively. None of the Company's other properties accounted for more than 10% of the Company's revenues.

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SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2014

SEGMENT REPORTING [Abstract]

Segment Reporting

	Year Ended December 31, 2014
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	156,993	$	156,993
Rental revenue	97,992		—		97,992
Less: Property operating expense	—		112,242		112,242
Segment NOI	$	97,992	$	44,751	$	142,743
Depreciation and amortization					103,279
Interest expense					57,026
Acquisition, transaction and integration expense					14,295
Management fee to affiliate					8,470
General and administrative expense					7,416
Other (income) and expense					(1,500		)
Income tax expense					160
Net loss					$	(46,403	)

	Year Ended December 31, 2013
	Triple Net Lease Properties		Managed Properties		Consolidated
Revenues
Resident fees and services	$	—	$	83,218	$	83,218
Rental revenue	1,918		—		1,918
Less: Property operating expense	—		59,726		59,726
Segment NOI	$	1,918	$	23,492	$	25,410
Depreciation and amortization					26,933
Interest expense					10,589
Acquisition, transaction and integration expense					13,294
Management fee to affiliate					1,796
General and administrative expense					2,188
Income tax expense					656
Net loss					$	(30,046	)

	Managed Properties
	Successor			Predecessor
	For the period from July 18, 2012 to December 31, 2012			For the period from January 1, 2012 to July 17, 2012
Revenues
Resident fees and services	$	18,000		$	19,680
Less: Property operating expense	13,011			13,778
Segment NOI	$	4,989		$	5,902
Depreciation and amortization	5,784			1,203
Interest expense	1,767			2,534
Acquisition, transaction and integration expense	6,037			—
Management fee to affiliate	464			—
General and administrative expense	274			20
Income tax expense	150			—
Net loss	$	(9,487	)	$	2,145

Property operating expense includes property management fees and travel reimbursement costs. The Company also reimbursed the Property Managers for property-level payroll expenses. See Note 10 for additional information on these expenses.

Assets by reportable business segment are as follows:

	Year Ended December 31, 2014				Year Ended December 31, 2013
Assets:	Amount		Percentage		Amount		Percentage
Triple Net Lease Properties	$	1,175,690	59.8	%	$	1,001,590	66.4	%
Managed Properties	790,469		40.2	%	506,026		33.6	%
Total Assets	$	1,966,159	100.0	%	$	1,507,616	100.0	%

Capital Expenditures by Reportable Segment

Capital expenditures, including investments in real estate property, by reportable business segment are as follows:

	Year Ended December 31, 2014				Year Ended December 31, 2013
Capital Expenditures:	Amount		Percentage		Amount		Percentage
Triple Net Lease Properties	$	—	—		$	—	—
Managed Properties	8,538		100	%	3,502		100	%
Total Capital Expenditures	$	8,538	100	%	$	3,502	100	%

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ORGANIZATION (Details) - Dec. 31, 2014	State Property Segment
Real Estate Properties [Line Items]
Number of states in which investments are located | State	27
Number of senior housing properties	100
Number of reportable segments | Segment	2
Managed Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	43
Managed Properties [Member] | Blue Harbor and Holiday [Member]
Real Estate Properties [Line Items]
Initial term of Property Management Agreements	10 years
Extension period after initial term of Property Management Agreements	1 year
Managed Properties [Member] | JEA [Member]
Real Estate Properties [Line Items]
Initial term of Property Management Agreements	5 years
Extension period after initial term of Property Management Agreements	1 year
Percentage of property's gross revenues paid as property management fees (in hundredths)	5.00%
Managed Properties [Member] | Independent Living Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	4
Managed Properties [Member] | Independent Living Properties [Member] | Blue Harbor and Holiday [Member]
Real Estate Properties [Line Items]
Percentage of property's effective gross income paid as property management fees (in hundredths)	5.00%
Managed Properties [Member] | Assisted Living/Memory Care Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	39
Managed Properties [Member] | Assisted Living/Memory Care Properties [Member] | Blue Harbor and Holiday [Member]
Real Estate Properties [Line Items]
Percentage of property's gross income paid as property management fees for first two years (in hundredths)	6.00%
Percentage of property's gross income paid as property management fees thereafter (in hundredths)	7.00%
Triple Net Lease Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	57
Triple Net Lease Properties [Member] | Minimum [Member]
Real Estate Properties [Line Items]
Term of lease agreements	15 years
Rent increase percentage in lease agreements (in hundredths)	2.50%
Triple Net Lease Properties [Member] | Maximum [Member]
Real Estate Properties [Line Items]
Term of lease agreements	17 years
Rent increase percentage in lease agreements (in hundredths)	4.50%
Triple Net Lease Properties [Member] | Independent Living Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	52
Triple Net Lease Properties [Member] | Assisted Living/Memory Care Properties [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	1
Triple Net Lease Properties [Member] | Continuing Care Retirement Communities [Member]
Real Estate Properties [Line Items]
Number of senior housing properties	4

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FUTURE MINIMUM RENTS

12 Months Ended

Dec. 31, 2014

FUTURE MINIMUM RENTS [Abstract]

FUTURE MINIMUM RENTS

14.FUTURE MINIMUM RENTS

The following table sets forth future contracted minimum rental receipts from tenants within the Triple Net Lease Properties segment, excluding contingent payment escalations, as of December 31, 2014:

	Total
2015	$	82,439
2016	86,040
2017	89,798
2018	92,882
2019	95,972
Thereafter	1,269,839
Total	$	1,716,970