Item 1.01. Entry into Material Definitive Agreements.

As previously announced, NHI sold eight properties previously leased to Holiday Retirement ("Holiday") to Buyer. In connection with that sale, NHI entered into a Third Amendment to Master Lease effective as of August 19, 2021 ("Third Amendment") by and between NHI and its affiliates ("Landlord") and WELL Churchill Leasehold Owner LLC ("Tenant"), which amended that certain Master Lease dated December 23, 2013 (the "Initial Lease"), as amended by that certain Amendment to Master Lease and Termination of Guaranty dated November 5, 2018 (the "First Amendment"), as amended by that certain Second Amendment to Master Lease dated January 3, 2019 (the "Second Amendment" and together with the Initial Lease and the First Amendment, the "Lease"). The Lease was assigned by NH Master Tenant LLC to Tenant pursuant to that certain Assignment and Assumption of Master Lease and Consent to Assignment dated July 30, 2021, and covered twenty-six (26) separate independent living facilities and one assisted living facility.

The Third Amendment released the eight facilities sold to Buyer from the Lease and adjusted the base rent under the Lease to reflect the release of the eight properties. The description herein of the Third Amendment is qualified in its entirety, and the terms therein are incorporated herein by reference to the Third Amendment which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


                                           Exhibit Index
Number                Exhibit
10.1*                   Third Amendment to Master Lease
104                   Cover Page Interactive Data File (formatted as inline XBRL and contained in
                      Exhibit 101).

*Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

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