ex107304amendmasterlease.htm


    EX-10.73.04


      THIRD
AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT

       

      This
THIRD AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (“Amendment”) is dated as
of December 1, 2008 by and between HCP AUR1 CALIFORNIA A PACK, LLC, a Delaware
limited liability company (“HCP California A Pack”), HCP AUR1 CALIFORNIA B PACK,
LLC, a Delaware limited liability company (“HCP California B Pack”), HCP AUR1
CONNECTICUT, LLC, a Delaware limited liability company (“HCP Connecticut”), HCP
AUR1 MARYLAND, LLC, a Delaware limited liability company (“HCP Maryland”), HCP
AUR1 MASSACHUSETTS, LLC, a Delaware limited liability company (“HCP
Massachusetts”), HCP AUR1 NEW JERSEY, LLC, a Delaware limited liability company
(“HCP New Jersey”), HCP AUR1 VIRGINIA, LLC, a Delaware limited liability company
(“HCP Virginia,” and together with HCP California A Pack, HCP California B Pack,
HCP Connecticut, HCP Maryland, HCP Massachusetts and HCP New Jersey, as their
interests may appear, “Lessor”), and EMERITUS CORPORATION, a Washington
corporation (“Lessee”).

       

      RECITALS

       

      A.           Lessor
and Lessee entered into that certain Master Lease and Security Agreement dated
as of August 22, 2008 (the “Original Lease”), as amended by that certain First
Amendment to Master Lease and Security Agreement dated as of October 20, 2008
(the “First Amendment”) and that certain Second Amendment to Master Lease and
Security Agreement dated as of November 14, 2008 (the “Second Amendment,” and
together with the Original Lease and the First Amendment, collectively, the
“Lease”) for the lease of eleven (11) separate assisted-living, Alzheimer’s care
and/or nursing care facilities located in the States of California, Connecticut,
Maryland, Massachusetts, New Jersey and Virginia, as more particularly described
in the Lease.  Capitalized terms not otherwise defined herein shall
have the meaning ascribed to them in the Lease.  The First Amendment
and the Second Amendment may also sometimes be referred to herein collectively
as the “Amendments.”

       

      B.           Lessor
and Lessee desire to amend the Lease, but only upon the terms and conditions set
forth herein.

       

      AMENDMENT

       

      NOW
THEREFORE, in consideration of the mutual covenants contained in this Amendment
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Lessor and Lessee hereby agree as
follows:

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      1.           Confirmatory
Matters.

       

      (a)           Commencement Date.
Lessor and Lessee hereby acknowledge and agree that (i) the Commencement Date
for all purposes of the Lease is December 1, 2008, (ii) the provisions of
Article XLVII of the Original Lease shall have no further force or effect, (iii)
all of the conditions to the continued effectiveness of the Lease provided for
in Article XLVIII of the Original Lease (as amended by the Amendments) have been
satisfied or waived and the provisions of Article XLVIII of the Original Lease
(as amended by the Amendments), including, without limitation, any termination
rights contained therein, shall have no further force or effect, and (iv) this
Amendment is hereby executed by Lessor and Lessee in lieu of the amendment
provided for in Section 48.3 of the Original Lease.

       

      (b)           Expiration
Date.  The Expiration Date of the Lease is November 30,
2018.

       

      (c)           First Lease
Year.  The first Lease Year for the Lease commences on December
1, 2008 and ends on November 30, 2009.

       

      2.           Dedham, Massachusetts
Facility Roof Repair.

       

      (a)           Promptly
following the Commencement Date, Lessor, at its sole cost and expense, shall
engage a roof consultant selected by Lessor and reasonably approved by Lessee,
(i) to perform a detailed evaluation of the low-slope roof as recommended in the
“Draft” Property Condition Report for the Dedham, Massachusetts Facility
prepared by Terracon for Lessee dated November 3, 2008, and (ii) to prepare a
detailed report and recommendation regarding such evaluation (the “Roof
Inspection Report”).  Upon receipt of such Roof Inspection Report,
Lessor shall deliver a copy of the same to Lessee.

       

      (b)           Any
repairs to or replacement of the roof of such Facility as reasonably recommended
in the Roof Inspection Report (the “Roof Work”) shall be deemed for all purposes
under the Lease, as hereby amended, as part of the Planned Capital Refurbishment
Project for such Facility; provided, however, that Lessor hereby agrees as
follows in connection therewith:

       

                      (i) The
Aggregate Costs of the Planned Capital Refurbishment Project relating to such
Roof Work shall not be counted towards the Allocated Minimum Aggregate Cost of
the Planned Capital Refurbishment for such Facility;

       

                      (ii) The
Allocated Planned Capital Refurbishment Project Allowance with respect to such
Facility shall be increased by the lesser of (A) the Aggregate Costs of the
Planned Capital Refurbishment Project relating to such Roof Work and (B)
$250,000 (the “Roof Work  Allowance”).  Such increase in the
Allocated Planned Capital Refurbishment Project Allowance with respect to such
Facility for the Roof Work Allowance shall also cause a corresponding increase
in the total Planned Capital Refurbishment Project Allowance for all Facilities;
and

       

                      (iii) Lessor
shall disburse the Roof Work Allowance in accordance with and subject to the
provisions of Section 9.5.5 of the Original Lease, except that Lessor’s
obligation to fund the same shall not be limited to Fifty Percent (50%) of the
Aggregate Costs of the Planned Capital Refurbishment Project relating to such
Roof

       


      
        
           


        

        
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      Work, but
shall instead be limited to the lesser of (i) One Hundred Percent (100%) of the
Aggregate Costs of the Planned Capital Refurbishment Project for the Roof Work
expended by Lessee and (ii) the Roof Work Allowance.

       

      3.           San Diego, California
Facility Conditional Use Permit.  Lessor and Lessee acknowledge
that the San Diego, California Facility is subject to the terms of that certain
Conditional Use Permit/Carmel Valley Planned District Permit No. 96-7232,
granted by the Planning Commission of the City of San Diego, as adopted on
September 11, 1997 (the “San Diego CUP”).  The San Diego CUP purports
to expire by its own terms September 11, 2017, but pursuant to the terms
thereof, prior to the expiration date, the “Permittee” thereunder may submit a
new conditional use permit application to the City Manager for consideration
with review and a decision by the appropriate decision maker at the time for a
renewal or extension of the San Diego CUP or for the issuance of a new
conditional use permit for such Facility.  So long as no Event of
Default has occurred and is continuing under the Lease, as hereby amended, and
the Lease is in full force and effect with respect to such Facility, Lessee may
within a reasonable period of time prior to the expiration date of the San Diego
CUP submit a new conditional use permit application to the City Manager for a
renewal or extension of the San Diego CUP or for the issuance of a new
conditional use permit for such Facility, in either case upon substantially the
same terms and conditions as the existing San Diego CUP other than the
expiration date which shall be extended or removed, as applicable (herein, an
“Extended San Diego CUP”).  Lessor agrees to cooperate with Lessee, at
no cost or expense to Lessor, in connection with Lessee’s efforts to obtain such
Extended San Diego CUP, including by executing such reasonable documents as may
be necessary and/or requested by Lessee in connection
therewith.  Similarly, if Lessor elects on its own to seek any such
Extended San Diego CUP, which Lessor shall have the right to do, Lessee agrees
to cooperate with Lessor in connection therewith, including by executing such
reasonable documents as may be necessary and/or requested by Lessor in
connection therewith.

       

      4.           Carlsbad, California
Facility Slope Remedial Work and CUP.

       

      (a)           Slope Remedial
Work.

       

                     (i)           Lessor
agrees to perform, or cause to be performed, at Lessor’s, sole cost and expense,
the planned remedial work to correct the slope stability issues adjacent to the
northeast portion of the Leased Property of the Carlsbad, California Facility as
identified in the “Draft” Property Condition Report for such Facility, prepared
by Terracon for Lessee and dated November 3, 2008 (the “Slope Work”) and in
accordance with the design and construction drawings prepared by Applied
Consultants (the “Slope Plans”).

       

                   (ii)           Lessor
shall be responsible to arrange, supervise, coordinate and carry out all work
necessary for the construction/performance and completion of the Slope Work in
accordance with the Slope Plans and to obtain all building permits and other
authorizations from any applicable governmental authorities with jurisdiction
required in connection therewith (the “Slope Work Permits”).   To
the extent the Slope Work Permits have not been obtained as of the Commencement
Date, Lessor shall promptly apply for and thereafter use commercially reasonable
efforts to obtain all Slope

       


      
        
           


        

        
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      Work
Permits as soon as practicable.   In the event that any
applicable governmental authorities with jurisdiction require any changes to the
Slope Plans as a condition to the issuance of the Slope Work Permits, Lessor
shall be solely responsible for the cost of any modifications or changes
thereto, and Lessee hereby consents to any such required modifications or
changes to the Slope Plans in connection therewith.

       

                  (iii)           Lessor
shall cause the Slope Work to be commenced promptly following the later of the
Commencement Date and the issuance of the Slope Work Permits, and from and after
commencement of thereof the Slope Work, Lessor shall cause the Slope Work to be
diligently prosecuted to completion.

       

                  (iv)           There
shall be no adjustment to the Allocated Minimum Rent for such Facility on
account of the Slope Work (it being understood and agreed that the Slope Work
described in this Section 4(a) shall not be deemed to be a Capital Addition to
such Facility paid for by Lessor).

              

                (b)           Conditional Use
Permit.

       

                  (i)           Lessor
and Lessee acknowledge that the Carlsbad, California Facility is subject to the
terms of that certain Conditional Use Permit No. CUP 96-19 issued by the City of
Carlsbad on February 5, 1997 (the “Carlsbad CUP”).  The Carlsbad CUP
purports to have been granted for an initial term of 10 years (i.e., it purports
to have expired on February 4, 2007).  The Carlsbad CUP further
provides that it may be extended for a reasonable period of time not to exceed
10 years upon written application of the “permitee” made no less than ninety
(90) days prior to the expiration date.   Lessor is currently
investigating whether the Carlsbad CUP was in fact extended, and Lessor has been
informed by the Planning Commission of the City that the City’s current policy
is that any new conditional use permit or any renewal or extension of an
existing conditional use permit will be issued in perpetuity and without an
expiration date, subject, however, to the terms and conditions of such
conditional use permit and the right of revocation if, after a public hearing,
it is found that the permitted use thereunder has a substantial detrimental
effect on surrounding land uses and the public’s health and welfare, or the
conditions imposed thereby have not been met.  In the event that
Lessor determines that the Carlsbad CUP was not extended in perpetuity in
accordance with the City’s current policy, then, promptly following the
Commencement Date and notwithstanding Lessor’s belief, based on a review of
California law that supports the proposition that the Carlsbad CUP vested to the
Leased Property of such Facility the right to use and occupy such Facility for
the uses permitted by the Carlsbad CUP and that such right cannot be revoked or
non-renewed without a showing of cause, Lessor hereby agrees, at its sole cost
and expense, to apply for and thereafter use commercially reasonable efforts to
obtain an extension of the existing Carlsbad CUP or a new conditional use permit
for such Facility, in either case upon substantially the same terms and
conditions as the existing Carlsbad CUP, other than the expiration date which
shall be extended or removed, as applicable (herein, an “Extended Carlsbad
CUP”).  Lessor agrees to keep Lessee reasonably informed regarding the
status of such application and shall promptly deliver to Lessee a copy of any
such Extended Carlsbad CUP if and when obtained.  Lessee agrees to
cooperate with Lessor in connection with Lessor’s efforts to

       


      
        
           


        

        
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      obtain an
Extended Carlsbad CUP, including by executing such reasonable documents as may
be necessary and/or requested by Lessor in connection therewith.

       

                  (ii)           
If and only if (A) Lessor is unable to obtain the Extended Carlsbad CUP, and (B)
the City requires that such Facility cease operations for its Primary Intended
Use based on either (x) a formal revocation, following a public hearing, of the
Carlsbad CUP or (y) the failure or refusal to issue the Extended Carlsbad CUP,
and not as a result of any Lessee CUP Violation (as defined below), then Lessee
may cease operations of the Facility and vacate possession thereof and the
provisions of subclauses (1) and (2) below shall apply; provided, however, that
Lessor shall have the right (but not the obligation), at its sole cost and
expense (except as provided below), to contest timely by appropriate legal
proceedings any such cessation requirement, and if Lessor so elects, Lessor
shall notify Lessee in writing of such election.  In such event,
Lessee shall not  cease operations of such Facility or vacate
possession thereof so long as the City’s cessation requirement is stayed pending
final resolution of any such proceeding (or any appeals or other proceedings
resulting therefrom).  If any such contest is finally resolved (i.e.,
after exhaustion of any available appeals or other proceedings) in favor of the
City’s right to require such cessation (other than by reason of a Lessee CUP
Violation), then Lessee may cease operations of such Facility and vacate
possession thereof and the provisions of subclauses (1) and (2) below shall
apply.  If, however, (aa) Lessor obtains the Extended Carlsbad CUP,
(bb) Lessor is unable to obtain the Extended Carlsbad CUP because of any Lessee
CUP Violation, (cc) any such contest is finally resolved in favor of Lessor or
such Facility (i.e., it is determined that the City is not entitled to require
that the Facility cease operations for its Primary Intended Use), or (dd) any
such contest is resolved in favor of the City’s right to require such cessation
as a result of any Lessee CUP Violation, then, in any such event, the provisions
of this Section 4(b) shall automatically terminate and have no further force or
effect.  If Lessee is entitled to and ceases operation of the Facility
and vacates possession thereof in accordance with the foregoing, then the
following shall apply:

       

      (1)           Lessor
agrees to enter into an amendment to the Lease with Lessee to terminate and
remove the Leased Property of such Facility from the balance of the Leased
Property then covered by the Lease effective as of the date Lease ceases such
operations and vacates possession of such Facility.  In such event,
the provisions of Section 5.2 of the Original Lease shall apply to any such
termination of the Lease with respect to such Facility; and

       

      (2)           Lessor
shall promptly reimburse Lessee for all reasonable out-of-pocket costs and
expenses incurred and reasonably documented by Lessee in connection with any
such shutdown and cessation of operations of such Facility and vacation
thereof.

       

      As used
herein, the term “Lessee CUP Violation” shall mean any failure of Lessee from
and after the Commencement Date to comply with and perform in a timely manner
any and all conditions imposed upon the Facility or the “permitee” under the
Carlsbad CUP, including any conditions relating to the use, operation,
management, leasing, maintenance, repair or restoration thereof. Without in any
way limiting any other provisions of the

       


      
        
           


        

        
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      Lease, as
hereby amended (including the provisions of Section 23.1 of the Original Lease),
Lessee shall protect, indemnify, save harmless and defend Lessor from and
against all liabilities, obligations, claims, damages, penalties, causes of
action, costs and expenses, including reasonable attorneys’, consultants’ and
experts’ fees and expenses, imposed upon or incurred or suffered by, or asserted
against Lessor by reason of any Lessee CUP Violation, including for any costs
and expenses incurred by Lessor in contesting any cessation requirement of the
City as provided above, if such contest is resolved in favor of the City as a
result of any Lessee CUP Violation.

       

      4.           Exhibits.  Pursuant
to Section 45.1.9 of the Original Lease, Exhibits A-5, A-8, A-9, A-10 and A-11 attached to the
Original Lease are hereby amended and replaced, in their entireties, with Exhibits A-5, A-8, A-9, A-10 and A-11 attached hereto,
respectively.

       

      5.           Full Force and
Effect.  Except as specifically set forth herein, the Lease
shall remain in full force and effect as originally executed by Lessor and
Lessee.

      


      6.           Entire
Agreement.  The Lease, as hereby amended, constitutes the
entire agreement of the parties with respect to the subject matter hereof, and
may not be changed or modified except by an agreement in writing signed by the
parties.

      


      7.           Counterparts; Facsimile
Signatures.  This Amendment may be executed in counterparts,
each of which shall be deemed to be an original, but all of which taken together
shall constitute but one and the same instrument.  Telecopied
signatures may be used in place of original signatures on this Amendment, and
Lessor and Lessee both intend to be bound by the signatures of the telecopied
document.

      


       

      [Signature pages
follow]

       


      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as
of the day and year first above written.

       

      


      


      
        	
                LESSOR:

              	
                HCP AUR1 CALIFORNIA A PACK,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 CALIFORNIA B PACK,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 CONNECTICUT,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 MARYLAND,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 MASSACHUSETTS,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 NEW JERSEY,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                 
      

              	
                HCP AUR1 VIRGINIA,
      LLC,

              


      

       

      
        	
                 
      

              	
                a
      Delaware limited liability company

              


      

       

      


       

      
        	
                By:

              	
                HCP
      Partners, LP, a Delaware limited
partnership,

              


      

       

      
        	
                 
      

              	
                their
      member

              


      

       

      


       

      
        	
                 
      

              	
                By:

              	
                HCP
      GP Corp., a Delaware corporation,

              


      

       

      
        	
                 
      

              	
                its
      general partner

              


      

       

      By:           /s/ Brian J.
Maas

       

      Name:                      Brian J.
Maas                                           

       

      Title:                      SVP                      

       

      


       

      


       

      [Signatures continue on the following
page]

       


      
        
           


        

        
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                LESSEE:

              	
                EMERITUS
      CORPORATION,

              


      

       

      
        	
                 
      

              	
                a
      Washington corporation

              


      

       

      


       

      By: /s/ Eric
Mendelsohn

      Name:                      Eric
Mendelsohn                                           

      Title: Senior Vice President
Corporate Development

      


      



      
        
           


        

        
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      EXHIBIT
A-5

      


      DESCRIPTION OF
LAND

      


      (Woodbridge,
Connecticut)

      


      


      A certain
piece or parcel of land situated in the Town of Woodbridge, County of New Haven
and State of Connecticut, said parcel being more particulary bounded and
described as follows:

       

      Beginning
at a concrete monument on the Westerly Highway Line of Amity Road (CT. RT. 63).
Said monument being at the Division Line of land now or formerly Lindburg Pender
and Rebecca Pender and land now or formerly Marriot Senior Living Services,
Inc.:

       

      Thence
running along a curve to the right having a radius of 2662.03 feet, central
angle of 01°-31'-29", length of 70.84 feet and a chord bearing S 01°-24'-25" E
70.84 feet to a point;

       

      S
07°-29'-09" W 197.45 feet to a monument;

       

      S
09°-19'-45" E 134.44 feet to a monument;

       

      Along a
curve to the left having a radius of 1525.00 feet, central angle of 05°-38'-05",
length of 150.00 feet and a chord bearing S 01°-31'-22" W 149.91 feet all along
the Westerly Highway Line of Amity Road (CT. RT. 63) to a point;

       

      Thence
running N 82°-56'-04" W 275.04 feet to a point;

       

      S
10°-46'-58" W 4.26 feet to a point;

       

      Along a
curve to the left having a radius of 215.00 feet, central angle of 09°-34'-14",
length of 36.00 feet and a chord bearing S 75°-53'-28” W 35.95 feet all along
the Northerly Streetline of Highland Road to a point;

       

      Thence
running N 32°-38'-31" E 19.12 feet to a point;

       

      S
83o-19'-16" W 6.34 feet to a point;

       

      N
69°-35'-54" W 38.73 feet to a point;

       

      N
74°-14'-12" W 13.43 feet to a point;

       

      S
40°-06'-09" W 9.76 feet to a point;

       

      N
79°-17'-34 W 31.92 feet to a point;

       

      N
79°-00'-38" W 36.79 feet to a point;

       

      N
82°-08'-02" W 43.26 feet to a point;

       

      N
78°-57'-59" W 104.19 feet to a point;

       

      N
82°-12'-35" W 54.19 feet all along a stonewall and land now or formerly James
Lovett McNamara and Ann V. McNamara to a point;

       

      Thence
running N 80°-54'-42" W 78.01 feet along a stonewall and land now or formerly
James Lovett McNamara and Ann V. McNamara land now or formerly Robert J. Enscoe
and Agnes C. Enscoe, partly by each, to a point;

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Thence
running N 81°-37'-34" W 69.60 feet along a stonewall and land or formerly Robert
J. Enscoe and Agnes C. Enscoe, and land now or formerly Shirley Capozziello and
Albert A. Capozziello, partly by each, to a point;

       

      Thence
running N 80°-17'-26" W 453.95 feet along a stonewall and land now or formerly
Shirley Capozziello and Albert A. Capozziello now or formerly Audrey T. Baecker
and Donald A. Todd, land now or formerly of John Adamovich and Ann M. Adamovich
now or formerly Maureen Dodge. The Northerly Terminus of West Street and land
now or formerly Gino Massiello and Veronica Massiello, partly by each, to a
point;

       

      Thence
running N 79°-54'-25" W 152.81 feet along land now or formerly Gino Massiello
and Veronica Massiello to a point;

       

      Thence
running N 10o-49'-47" E 114.12 feet to a point;

       

      N
12°-00'-29" E 97.79 feet to a point;

       

      N
10°-55’-52" E 139.08 feet all along the centerline of an abandoned Ancient
Highway and Land now or formerly the Jewish Federation of Greater New Haven,
Inc. to a point;

       

      Thence
running S 79°-12'-15" E 165.55 feet to a point;

       

      S
79°-43'-46" E 166.50 feet to a point;

       

      S
79o-52'-05" E 144.47 feet to a point;

       

      S
80°-02'-54" E 130.61 feet to a point;

       

      N
26°-05'-35" E 158.32 feet to a point;

       

      N
25°-33'-17" E 144.74 feet to a point;

       

      N
28°-38'-21" E 104.63 feet to a point;

       

      N
24°-57'-42" E 97.55 feet all partially along a stonewall and land now or
formerly the Jewish Federation of Greater New Haven, Inc. to an iron
pipe;

       

      Thence
running S 82°-26'-38" E 235.08 feet along a stonewall and land now or formerly
The Jewish Federation of Greater New Haven, Inc and land now or formerly Steven
J. Fetyko and Patricia G. Fetyco to a point;

       

      Thence
running S 29°-46'-46" E 24.73 feet to a point;

       

      S
23°-26'-03" E 19.16 feet to a point;

       

      S
16°-59'-11" E 66.16 feet all along land now or formerly Steven J. Fetyko and
Patricia G. Fetyco to a point;

       

      Thence
running N 72°-35'-21" W 97.00 feet to a point;

       

      S
04°-25'-41" E 199.98 feet to a point;

       

      S
72°-35'-21" E 264.00 feet to a point;

       

      Along a
curve to the left having a radius of 25.00 feet, central angle of 110°-25'-15",
length of 48.20 feet and a chord bearing N 52°-12'-02" E 41.06 feet all along
land now or formerly Lindburg Pender and Rebecca Pender to the point of place
beginning.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-8

      


      DESCRIPTION OF
LAND

      


      (Dedham,
Massachusetts)

      


      


      That
certain tract or parcel of land located on the easterly side of Common
Street, with the
buildings thereon, situated in the Town of Dedham, in the County of Norfolk,
Commonwealth of Massachusetts, bounded and described as follows:

       

      Beginning
at an iron rod on the northeasterly side line of Common Street, said iron rod
being located at the northwesterly comer of the parcel herein described and the
southwesterly comer of land now or formerly of The Trust for Public Land, to a
stone bound; thence

       

      N 45
degrees 06' 14" E a distance of four and seventy-six hundredths (4.76) feet,
along land of said Trust for Public Land, to a stone bound; thence

       

      N 45
degrees 06' 14" E a distance of two hundred fifty four and thirteen hundredths
(254.13) feet long land of said Trust for Public Land, to a stone bound with a
drill hole; thence

       

      N 49
degrees 59'56" E a distance of three hundred thirty and twenty-four hundredths
(330.24) feet along land of said Trust for Public Land, to a stone bound;
thence

       

      N 75
degrees 05'05" E a distance of six hundred ninety-eight and no hundredths
(698,00) along land now or formerly of the Dedham Land Trust, to an iron rod
with a survey cap located near the westerly bank of the Charles River;
thence

       

      N 39
degrees 28'49" E a distance of thirty-eight (38'+/-) feet, more or less, along
land of said Dedham Land Trust, to a point at the thread of the Charles River at
land now or formerly of the Noble and Greenough School; thence

       

      Southeasterly
& Southwesterly along the thread of the said Charles River, a distance of
seven hundred sixty-three (763'+/-) feet, more or less, along land of said Noble
and Greenough School, to a point at the thread of the said Charles River at land
now or formerly of the Society of African Missions, Inc.; thence

       

      N 51
degrees 31'50" W a distance of one hundred thirty-eight (138'+/-) feet, more or
less, along land of said Society of African Missions, Inc. to a point near the
westerly bank of the said Charles River; thence

       

      S 72
degrees 29'33 " W a distance of seventeen (17'+/-) feet, more or less, along
land of said Society of African Missions, Inc. to a cedar post;
thence

       

      S 72
degrees 29' 33" W a distance of five hundred eighty-three and forty-two
hundredths (583.42') feet along land of said Society of African Missions, Inc.
to an iron pipe; thence

       

      S 35
degrees 22'59" W a distance of four hundred nine and thirty-nine hundredths
(409.39) feet along land of said Society of African Missions, Inc. through a
drill hole in a stone wall to a stone bound; thence

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      S 35
degrees 22'59" W a distance of three and thirty-nine hundredths (3.39') feet
along land of said Society of African Missions, Inc. to an iron rod located on
the northeasterly side line of said Common Street; thence

       

      Northwesterly
along a curve to the right with a radius of eight hundred and no hundredths
(800.00') feet and a curve length of three hundred seventy three and seventy hundredths
(373.70') feet along said Common Street, to a stone bound with a drill hole;
thence

       

      N 44
degrees 15'40" W a distance of one hundred fifty-seven and sixty-eight
hundredths (157.68') feet along said Common Street, to the point of
beginning.

       

      Said
parcel contains 605,200 square feet, more or less, or 13.9 acres, more or
less.

       

      Together
with the benefit of easements and rights of way as set forth in grant from the
Town of Dedham dated June 18, 1998 and recorded in Book 14004, Page
250.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-9

      


      DESCRIPTION OF
LAND

      


      (Paramus, New
Jersey)

      


      


      THE LAND
REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF BERGEN, STATE OF NEW
JERSEY, AND IS DESCRIBED AS FOLLOWS:

      


      ALL THAT
CERTAIN TRACT, PARCEL AND LOT OF LAND LYING AND BEING SITUATE IN THE BOROUGH OF
PARAMUS, COUNTY OF BERGEN, STATE OF NEW JERSEY, BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:

      


      BEGINNING
AT A POINT IN THE EASTERLY SIDELINE OF PARAMUS ROAD (WIDTH VARIES) SAID POINT
BEING THE FOLLOWING COURSES AND DISTANCES FROM THE PRODUCED INTERSECTION OF SAID
EASTERLY SIDELINE OF PARAMUS ROAD WITH THE NORTHERLY SIDELINE OF JOHNSON COURT
(50 FEET WIDE) AS SHOWN ON A MAP ENTITLED "MINOR SUBDIVISION, LOT 1 BLOCK 1703
AND LOT 5 BLOCK 1603, BOROUGH OF PARAMUS, BERGEN COUNTY, N.J.", AS PREPARED BY
LAPATKA ASSOCIATES, INC., PARAMUS, N.J. AND PROCEEDING THENCE

      


      A. NORTH
02 DEGREES 01 MINUTES 40 SECONDS WEST, ALONG THE EASTERLY SIDELINE OF PARAMUS
ROAD, 65.13 FEET TO AN ANGLE POINT IN SAME; THENCE

      


      B. NORTH
01 DEGREES 17 MINUTES 41 SECONDS EAST, STILL ALONG SAID EASTERLY SIDELINE OF
PARAMUS ROAD, 278.04 FEET TO AN ANGLE POINT IN SAME; THENCE

      


      C. NORTH
67 DEGREES 28 MINUTES 59 SECONDS WEST, STILL ALONG SAID EASTERLY SIDELINE OF
PARAMUS ROAD, 10.06 FEET TO THE PRINCIPLE POINT OR PLACE OF
BEGINNING.

      


      1. NORTH
01 DEGREES 17 MINUTES 41 SECONDS EAST, ALONG SAID EASTERLY SIDELINE OF PARAMUS
ROAD, 43.59 FEET TO AN ANGLE POINT IN SAME; THENCE

      


      2. NORTH
10 DEGREES 12 MINUTES 10 SECONDS EAST, STILL ALONG SAID EASTERLY SIDELINE OF
PARAMUS ROAD, 460.00 FEET TO A POINT; THENCE

      


      3.
DEPARTING SAID EASTERLY SIDELINE OF PARA14US ROAD, ALONG THE NORTHERLY LINE OF
THE HEREIN DESCRIBED PARCEL, SOUTH 67 DEGREES 28 MINUTES 59 SECONDS EAST, 491.81
FEET TO A POINT; THENCE

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4. SOUTH
22 DEGREES 31 MINUTES 00 SECONDS WEST, ALONG THE EASTERLY LINE OF THE HEREIN
DESCRIBED PARCEL, FOR A DISTANCE OF 274.88 FEET TO AN ANGLE POINT IN SAME;
THENCE

      


      5. SOUTH
39 DEGREES 46 MINUTES 01 SECONDS WEST, STILL ALONG SAID EASTERLY LINE 297.00
FEET TO A POINT IN THE NORTHERLY LINE OF TRACT OF LAND SHOWN ON A CERTAIN MAP
ENTITLED "SUBDIVISION PLAT, RIO VISTA HOMES, BOROUGH OF PARAMUS, BERGEN COUNTY,
N.J.", FILED IN THE BERGEN COUNTY CLERKS OFFICE
ON MAY 19, 1966 AS MAP NO. 6447; THENCE

      


      6.
CONTINUING ALONG THE SAME, NORTH 50 DEGREES 13 MINUTES 59 SECONDS WEST, 165.00
FEET TO A POINT; THENCE

      


      7.
CONTINUING ALONG THE
SAME, NORTH 67 DEGREES 28 MINUTES 59 SECONDS WEST, 128.01 FEET TO A POINT IN THE
AFOREMENTIONED EASTERLY SIDELINE OF PARA14US ROAD, SAID POINT ALSO BEING THE
POINT OF BEGINNING.

      


      BEING
ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY):

      LOT 6,
BLOCK 1603, ON THE OFFICIAL TAX MAP OF THE BOROUGH OF PARAMUS, COUNTY OF BERGEN
AND STATE OF NEW JERSEY.

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-10

      


      DESCRIPTION OF
LAND

      


      (Arlington,
Virginia)

      


      


      ALL that
certain piece or parcel of land lying and being in the County of Arlington,
Virginia and being more particularly described as follows:

      


      BEGINNING
at a drill hole set said drill hole lying on the east line of Parcel B Pollard
Gardens I, LLC, as recorded in Deed Book 2906, page 1883, said drill hole also
lying on the southerly right-of-way line of 9th Street (variable width)
Arlington County established as recorded in Deed Book 2861, page 1213, thence
leaving the east line of said Parcel B and running with the southerly
right-of-way line of said 9th Street;

      


      North
62°16'57” East 151.08 feet to a drill hole set, said drill hole lying on the
westerly line of Lot 39 Farlee Subdivision Deed Book 110, page 174, thence leaving said
right-of-way and running with the southwesterly line of said Lot 39 of said
subdivision;

      


      South
29°40'03" East 96.18 feet to an iron pipe set, said pipe being a common corner
to the aforementioned Lot 39 and Lots 22 and 23 of the aforementioned
subdivision, thence leaving said pipe and running with the northerly line of
said Lot 23;

      


      South
62°16'57" West 25.01 feet to an iron pipe set, said pipe being the northwesterly
corner of Lot 23, thence leaving said pipe and running with the southwesterly
line of said Lot 23;

      


      South
29°40'03" East 100.09 feet to an iron pipe set, lying on the northerly
right-of-way line of Wilson Boulevard (variable width) Arlington County,
established as recorded In Deed Book 2861, page 1213, thence leaving said line
of Lot 23 and running with said right-of-way of Wilson Boulevard;

      


      South
60°11'07" West 249.50 feet to an Iron pipe set, said pipe lying on the east line
of the aformentioned Parcel B Pollard Gardens I, LLC, Deed Book 2450, page 1557,
thence running with the said east line;

      


      North
02°25'57" east 247.59 feet to the point of BEGINNING, containing 39,552 square
feet or 0.90800 acres of land more or less.

      


      BEING the
same real estate conveyed to CNL Retirement AUR1 Virginia LP, by deed from
Aureus Acquisition I, LLC, dated November 5, 2004, recorded November 17, 2004,
in the Clerk's Office, Circuit Court, Arlington County, Virginia, in Deed Book
3378, page 239.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A-11

      


      DESCRIPTION OF
LAND

      


      (Richmond,
Virginia)

      


      


      ALL that
certain lot or parcel of land situated, lying and being in Henrico County,
Virginia and being more particularly described as follows:

      


      Commencing
at a point at the intersection of the south line of Peppertree Drive and the
west line of Gaskins Road;

      


      Thence
along the west line of Gaskins Road, along a curve to the right with a radius of
25.00' and an arc length of 47.70', subtended by a chord of South 31°34'15"
East, for a distance of 40.79' to a point;

      


      Thence
along a curve to the right with a radius of 4543.68' and an arc length of
424.63' subtended by a chord of South 25°45'59" West, for a distance of 424.46'
to a point;

      


      Thence
North 80°16’07" West, for a distance of 94.06' to a point;

      


      Thence
South 30°26'13" West, for a distance of 48.17' to a point;

      


      Thence
South 54°16'23" East, for a distance of 45.26' to a point;

      


      Thence
South 25°30'17" West, for a distance of 64.18' to a point;

      


      Thence
South 82°40'30" East, for a distance of 43.44' to a found rod, being the place
and point of beginning (P.O.B.);

      


      Thence
along the west line of Gaskins Road South 30°23’00" West, for a distance of
626.19' to a point;

      


      Thence
North 43°54’01" West, for a distance of 37.04' to a found rod;

      


      Thence
South 47°16' 2" West, for a distance of 23.77' to a found rod;

      


      Thence
leaving the west line of Gaskins Road North 60°00’00" West for a distance of
333.72' to a found rod;

      


      Thence
North 15°00’00" East, for a distance of 555.00' to a point;

      


      Thence
South 71°03’55" East, for a distance of 251.38' to a found rod;

      


      Thence
South 57°40’30" East, for a distance of 122.00' to a point;

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Thence
South 82°40’30" East, for a distance of 166.14' to a found rod, being the place
of beginning (P.0.8.).

      


      Said
parcel contains 5.979 acres more or less.

      


      BEING the
same real estate conveyed to HCP AUR1 Virginia, LLC, by deed from Aureus
Acquisition I, LLC, dated November 5, 2004, recorded November 18, 2004, in the
Clerk's Office, Circuit Court, County of Henrico. Virginia, in Deed Book 3775,
page 1839.