EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Brookdale Senior Living Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class
Title

Fee
Calculation
or Carry
Forward
Rule

Amount
Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum
Aggregate
Offering
Price

Fee
Rate

Amount of
Registration
Fee

Carry
Forward
Form
Type

Carry
Forward
File
Number

Carry
Forward
Initial
effective
date

Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common Stock,

$0.01 par value

per share⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Equity

Preferred Stock,

$0.01 par value

per share⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Other

Depository

Shares⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Debt

Securities⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Other

Warrants⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Other

Subscription

Rights⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Other

Purchase

Contracts⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Other

Purchase

Units⁽¹⁾

Rule 456(b) and

Rule 457(r)⁽²⁾

⁽³⁾

⁽²⁾

Fees Previously Paid

N/A

Carry Forward Securities

Carry Forward Securities

N/A

Total Offering Amounts

N/A

Total Fees Previously Paid

N/A

Total Fee Offsets

$129,800⁽⁴⁾

Net Fee Due

N/A

Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form or
Filing Type

File
Number

Initial
Filing Date

Filing Date

Fee Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset
Source

Rules 457(b) and 0-11(a)(2)

Fees Offset

Claims

N/A

Fees Offset

Sources

N/A

Rule 457(p)

Fees Offset

Claims

Brookdale

Senior

Living Inc.

S-3

333-244394

August 11,

2020

$129,800⁽⁴⁾

Unallocated

(Universal)

Shelf

⁽⁴⁾

$1,000,000,000

Fees Offset

Sources

Brookdale

Senior

Living Inc.

S-3

333-244394

August 17,

2020

⁽²⁾

(1)	Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities.

(2)	The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee.

(3)	An unspecified aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices.

(4)

The registrant previously registered an indeterminate amount of securities having an aggregate offering price up to $1,000,000,000, pursuant to a Registration Statement on Form S-3 (Registration No. 333-244394) filed with the Securities and Exchange Commission on August 11, 2020 (the “Prior Registration Statement”) and declared effective on August 17, 2020. As of the date of this registration statement, the registrant sold an aggregate of $0, representing $0 in registration fees, of such securities under the Prior Registration Statement, leaving the balance of $1,000,000,000, representing $129,800 in registration fees, of such unsold securities under the Prior Registration Statement. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $129,800 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the Prior Registration Statement and were not sold thereunder will continue to be applied to the securities included in this registration statement, and the offering of securities by Brookdale Senior Living Inc. under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.

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