Unassociated Document


    



    SECURITY
AGREEMENT

    


    THIS SECURITY AGREEMENT (this “Agreement”) is
entered into as of February 27, 2009, among each of the Domestic Subsidiaries of
Brookdale Senior Living Inc., a Delaware corporation (the “Borrower”) from time to time party
hereto (individually an “Obligor” and
collectively the “Obligors”) and BANK
OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the
“Administrative
Agent”) for the holders of the Secured Obligations (defined
below).

    


    


    RECITALS

    


    WHEREAS, pursuant to that certain
Second Amended and Restated Credit Agreement dated as of the date hereof (as
amended, modified, extended, renewed or replaced from time to time, the “Credit Agreement”)
among the Borrower, the Guarantors identified therein, the Lenders identified
therein and the Administrative Agent, the Lenders have agreed to make Loans and issue Letters of
Credit upon the
terms and subject to the conditions set forth therein; and

    


    WHEREAS, this Agreement is required by
the terms of the Credit Agreement.

    


    NOW, THEREFORE, in consideration of
these premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

    


    1.           Definitions.

    


    (a)           Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement, and the following terms shall have the
meanings set forth in the UCC (defined below):  Accession,
As-Extracted Collateral, Consumer Goods, Equipment, Farm Products, Fixtures,
Goods, Inventory, Manufactured Home, Money, Proceeds, Standing
Timber.

    


    (b)           In
addition, the following terms shall have the meanings set forth
below:

    


    “Collateral” has the
meaning provided in Section 2 hereof.

     

    
      “Mortgaged Properties”
means, collectively, the Properties and any other real property mortgaged in
favor of the Administrative Agent to secure the Obligations, and “Mortgaged Property”
means any of them, individually.

    

     

    “Secured Obligations”
means, without duplication, (a) all Obligations now existing or hereafter
arising pursuant to the Loan Documents and (b) all costs and expenses incurred
in connection with enforcement and collection of the Obligations, including the
reasonable fees, charges and disbursements of counsel.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    “UCC” means the
Uniform Commercial Code as in effect from time to time in the state of New York
except as such term may be used in connection with the perfection of the
Collateral and then the applicable jurisdiction with respect to such affected
Collateral shall apply.

    


    2.           Grant of Security Interest
in the Collateral.  To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations, each Obligor hereby grants
to the Administrative Agent, for the benefit of the holders of the Secured
Obligations, a continuing security interest in, and a right to set off against,
any and all right, title and interest of such Obligor in and to all of the
following, whether now owned or existing or owned, acquired, or arising
hereafter (collectively, the “Collateral”):

    


    (a)           all
Equipment located at the Mortgaged Properties;

    


    (b)           all
Fixtures located at the Mortgaged Properties;

    


    (c)           all
Goods located at the Mortgaged Properties;

    


    (d)           all
Inventory located at the Mortgaged Properties;

    


    (e)           all
books, records, ledger cards, files, correspondence, computer programs, tapes,
disks, and related data processing software (owned by such Obligor or in which
it has an interest) that at any time evidence or contain information relating to
(a) – (d) and (f) of this Section 2 or are otherwise necessary or helpful in the
collection thereof or realization thereupon; and

    


    (f)           all
Accessions and all Proceeds of any and all of the foregoing.

    


    Notwithstanding
the foregoing, the term “Collateral” shall not include any property to the
extent that the grant of a security interest therein constitutes a breach or
default under or results in the termination of or requires any consent not
obtained under, any contract, license, agreement, instrument or other document,
except to the extent that the term in such contract, license, agreement,
instrument or other document providing for such prohibition, breach, default or
termination or requiring such consent is ineffective under applicable Law
(including, without limitation, Sections 9-406, 9- 407, 9-408 or 9-409 of the
UCC (or any successor provision or provisions) of any relevant jurisdiction or
any other applicable Law or principles of equity).

    


    The Obligors and the Administrative
Agent, on behalf of the Lenders, hereby acknowledge and agree that the security
interests created hereby in the Collateral constitute continuing collateral
security for all of the Secured Obligations, whether now existing or hereafter
arising.

    


    3.           Representations and
Warranties.  Each Obligor hereby represents and warrants to the
Administrative Agent, for the benefit of the holders of the Secured Obligations,
that:

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    (a)           Ownership.  Each
Obligor owns or has rights in its Collateral and has the right to pledge, sell,
assign or transfer the same.

    


    (b)           Chief Executive Office;
Books & Records; Legal Name; State of Organization.  As of
the Closing Date, each Obligor’s chief executive office and principal place of
business are (and for the prior four months have been) located at the locations
set forth on Schedule 3(b)
attached hereto, and, as of the Closing Date, each Obligor keeps its books and
records at such applicable locations.  As of the Closing Date, each
Obligor’s exact legal name is as shown in this Agreement and its location
(within the meaning of Section 9-307 of the UCC) is (and for the prior four
months has been) its state of organization as shown in this
Agreement.  As of the Closing Date, no Obligor has in the past four
months changed its name, been party to a merger, consolidation or other change
in structure not disclosed on Schedule 3(b)
attached hereto.

    


    (c)           Security
Interest/Priority.  This Agreement creates a valid security
interest in favor of the Administrative Agent, for the benefit of the holders of
the Secured Obligations, in the Collateral of such Obligor and, when properly
perfected by filing, shall constitute a valid and perfected, first priority
security interest in such Collateral, to the extent such security interest can
be perfected by filing under the UCC, free and clear of all Liens except for
Permitted Liens.  

    


    (d)           Types of
Collateral.  None of the Collateral consists of, or is the
Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products,
Manufactured Homes or Standing Timber.

    


    (e)           Equipment and
Inventory.  With respect to any Equipment and/or Inventory of
an Obligor, each such Obligor has exclusive possession and Control of such
Equipment and Inventory of such Obligor except for (i) Equipment leased by such
Obligor as a lessee or (ii) Equipment or Inventory in transit with common
carriers.  No Inventory of an Obligor is held by a Person other than
an Obligor pursuant to consignment, sale or return, sale on approval or similar
arrangement.

    


    (f)           Mergers,
Etc.  Other than as set forth on Schedule 3(b) hereto,
no Obligor has been party to a merger, consolidation or other change in
structure in the prior five years.

    


    (g)           Consents;
Etc.  Except for (i) the filing or recording of UCC
financing statements, and (ii) consents, authorizations, filings or other
actions which have been obtained or made, no consent or authorization of, filing
with, or other act by or in respect of, any arbitrator or Governmental Authority
and no consent of any other Person (including, without limitation, any
stockholder, member or creditor of such Obligor), is required for (A) the
grant by such Obligor of the security interest in the Collateral granted hereby
or for the execution, delivery or performance of this Agreement by such Obligor,
(B) the perfection of such security interest (to the extent such security
interest can be perfected by filing under the UCC or the granting of Control) or
(C) the exercise by the Administrative Agent or the holders of the Secured
Obligations of the rights and remedies provided for in this
Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    


    4.           Covenants. Each
Obligor covenants that until such time as the Secured Obligations (excluding
Secured Obligations solely with respect to Cash Collateralized Letters of
Credit) arising under the Loan Documents have been paid in full and the
Commitments and any Letters of Credit (excluding any Cash Collateralized Letters
of Credit) have expired or been terminated, such Obligor shall:

    


    (a)           Filing of Financing
Statements, Notices, etc.  Authorize, and hereby does
authorize, the Administrative Agent to prepare and file such financing
statements (including continuation statements) or amendments thereof or
supplements thereto or other instruments as the Administrative Agent may from
time to time deem necessary or appropriate in order to perfect and maintain the
security interest granted hereunder in accordance with the UCC.  Such
financing statements may describe the collateral in the same manner as described
in this Agreement or may contain an indication or description of collateral that
describes such property in any other manner as the Administrative Agent may
determine is necessary, advisable or prudent to ensure the perfection of the
security interests in the collateral granted to the Administrative Agent in
connection herewith.  Each Obligor shall also execute and deliver to
the Administrative Agent such agreements, assignments or instruments (including
affidavits, notices, reaffirmations and amendments and restatements of existing
documents, as the Administrative Agent may reasonably request) and do all such
other things as the Administrative Agent may reasonably deem necessary or
appropriate (i) to assure to the Administrative Agent its security
interests hereunder are perfected and maintained, including such instruments as
the Administrative Agent may from time to time reasonably request in order to
perfect and maintain the security interests granted hereunder in accordance with
the UCC, (ii) to consummate the transactions contemplated hereby and
(iii) to otherwise protect and assure the Administrative Agent of its
rights and interests hereunder.  Furthermore, each Obligor also hereby
irrevocably makes, constitutes and appoints the Administrative Agent, its
nominee or any other person whom the Administrative Agent may designate, as such
Obligor’s attorney in fact with full power and for the limited purpose to sign
in the name of such Obligor any financing statements, or amendments and
supplements to financing statements, renewal financing statements, notices or
any similar documents which in the Administrative Agent’s reasonable discretion
would be necessary or appropriate in order to perfect and maintain perfection of
the security interests granted hereunder, such power, being coupled with an
interest, being and remaining irrevocable until such time as the Secured
Obligations arising under the Loan Documents have been paid in full and the
Commitments have expired or been terminated.  In the event for any
reason the Law of any jurisdiction other than New York becomes or is applicable
to the Collateral of any Obligor or any part thereof, or to any of the Secured
Obligations, such Obligor agrees to execute and deliver all such instruments and
to do all such other things as the Administrative Agent in its sole discretion
reasonably deems necessary or appropriate to preserve, protect and enforce the
security interest of the Administrative Agent under the Law of such other
jurisdiction (and, if an Obligor shall fail to do so promptly upon the request
of the Administrative Agent, then the Administrative Agent may execute any and
all such requested documents on behalf of such Obligor pursuant to the power of
attorney granted hereinabove).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    


    (b)           Defense of
Title.  Warrant and defend title to and ownership of or rights
in the Collateral (except as otherwise permitted under the Credit Agreement and
the other Loan Documents) of such Obligor at its own expense against the claims
and demands of all other parties claiming an interest therein, keep the
Collateral free from all Liens, except for Liens permitted by the Credit
Agreement and not sell, exchange, transfer, assign, lease or otherwise dispose
of the Collateral of such Obligor or any interest therein, except as permitted
under the Credit Agreement and the other Loan Documents.

    


    (c)           Collateral Held by
Warehouseman, Bailee, etc.  If any Collateral is at any time in
the possession or control of a warehouseman, bailee or any agent or processor of
such Obligor, such Obligor shall notify the Administrative Agent of the same and
if the Administrative Agent so requests (i) notify such Person in writing of the
Administrative Agent’s security interest therein, (ii) instruct such Person to
hold all such Collateral for the Administrative Agent’s account and subject to
the Administrative Agent’s instructions and (iii) use reasonable best efforts to
obtain a written acknowledgment from such Person that it is holding such
Collateral for the benefit of the Administrative Agent.

    


    (d)           Nature of
Collateral.  At all times maintain the Collateral as personal
property and not affix any of the Collateral to any real property in a manner
which would change its nature from personal property to real property or a
Fixture to real property, unless the Administrative Agent shall have a perfected
Lien on such Fixture or real property.

    


    (e)           Insurance. Insure,
repair and replace the Collateral of such Obligor as set forth in the Credit
Agreement.  All insurance proceeds paid in connection with any
insurance providing coverage with respect to any Collateral shall be subject to
the security interests of the Administrative Agent hereunder and shall be paid
or applied in accordance with the terms of the Credit Agreement.

    


    5.           Authorization to File
Financing Statements.  Each Obligor hereby authorizes the
Administrative Agent to prepare and file such financing statements (including
continuation statements) or amendments thereof or supplements thereto or other
instruments as the Administrative Agent may from time to time deem necessary or
appropriate in order to perfect and maintain the security interests granted
hereunder in accordance with the UCC.  Such financing statements may
describe the collateral in the same manner as described in this Agreement or may
contain an indication or description of collateral that describes such property
in any other manner as the Administrative Agent may determine is necessary,
advisable or prudent to ensure the perfection of the security interests in the
collateral granted to the Administrative Agent in connection
herewith.

    


    6.           Advances.  On
failure of any Obligor to perform any of the covenants and agreements contained
herein, the Administrative Agent may, at its sole option and in its sole
discretion, perform the same and in so doing may expend such sums as the
Administrative Agent may reasonably deem advisable in the performance thereof,
including, without limitation, the payment of any taxes, a payment to obtain a
release of a Lien or potential Lien, expenditures made in defending against any
adverse claim and all other expenditures which the Administrative Agent


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    may make
for the protection of the security hereof or which may be compelled to make by
operation of Law.  All such sums and amounts so expended shall be
repayable by the Obligors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at
the Default Rate.  No such performance of any covenant or agreement by
the Administrative Agent on behalf of any Obligor, and no such advance or
expenditure therefor, shall relieve the Obligors of any Default or Event of
Default.  The Administrative Agent may make any payment hereby
authorized in accordance with any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged without
inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by an Obligor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

    


    7.           Remedies.

    


    (a)           General
Remedies.  Upon the occurrence of an Event of Default and
during continuation thereof, the Administrative Agent shall have, in addition to
the rights and remedies provided herein, in the Loan Documents, in any other
documents relating to the Secured Obligations, or by Law (including, but not
limited to, levy of attachment, garnishment and the rights and remedies set
forth in the UCC of the jurisdiction applicable to the affected Collateral), the
rights and remedies of a secured party under the UCC (regardless of whether the
UCC is the law of the jurisdiction where the rights and remedies are asserted
and regardless of whether the UCC applies to the affected Collateral), and
further, the Administrative Agent may, with or without judicial process or the
aid and assistance of others, (i) enter on any Mortgaged Property on which
any of the Collateral may be located and, without resistance or interference by
the Obligors, take possession of the Collateral, (ii) dispose of any
Collateral on any such Mortgaged Property, (iii) require the Obligors to
assemble and make available to the Administrative Agent at the expense of the
Obligors any Collateral at any place and time designated by the Administrative
Agent which is reasonably convenient to both parties, (iv) remove any
Collateral from any such premises for the purpose of effecting sale or other
disposition thereof, and/or (v) without demand and without advertisement,
notice, hearing or process of law, all of which each of the Obligors hereby
waives to the fullest extent permitted by Law, at any place and time or times,
sell and deliver any or all Collateral held by or for it at public or private
sale, at any exchange or broker’s board or elsewhere, by one or more contracts,
in one or more parcels, for Money, upon credit or otherwise, at such prices and
upon such terms as the Administrative Agent deems advisable, in its sole
discretion (subject to any and all mandatory legal
requirements).  Each Obligor acknowledges that any such private sale
may be at prices and on terms less favorable to the seller than the prices and
other terms which might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sale shall be deemed to have been made
in a commercially reasonable manner.  Neither the Administrative
Agent’s compliance with applicable Law nor its disclaimer of warranties relating
to the Collateral shall be considered to adversely affect the commercial
reasonableness of any sale.  To the extent the rights of notice cannot
be legally waived hereunder, each Obligor agrees that any requirement of
reasonable notice shall be met if such notice, specifying the place of any
public sale or the time after which any private 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    sale is
to be made, is personally served on or mailed, postage prepaid, to the Borrower
in accordance with the notice provisions of the Credit Agreement at least 10
days before the time of sale or other event giving rise to the requirement of
such notice.  The Administrative Agent may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.  The Administrative Agent shall
not be obligated to make any sale or other disposition of the Collateral
regardless of notice having been given.  To the extent permitted by
applicable Law, any holder of Secured Obligations may be a purchaser at any such
sale.  To the extent permitted by applicable Law, each of the Obligors
hereby waives all of its rights of redemption with respect to any such
sale.  Subject to the provisions of applicable Law, the Administrative
Agent may postpone or cause the postponement of the sale of all or any portion
of the Collateral by announcement at the time and place of such sale, and such
sale may, without further notice, to the extent permitted by Law, be made at the
time and place to which the sale was postponed, or the Administrative Agent may
further postpone such sale by announcement made at such time and
place.

    


    (c)           Access.  In
addition to the rights and remedies hereunder, upon the occurrence of an Event
of Default and during the continuance thereof, the Administrative Agent shall
have the right to enter and remain upon the various premises of the Obligors
without cost or charge to the Administrative Agent, and use the same, together
with materials, supplies, books and records of the Obligors for the purpose of
collecting and liquidating the Collateral, or for preparing for sale and
conducting the sale of the Collateral, whether by foreclosure, auction or
otherwise.  In addition, the Administrative Agent may remove
Collateral, or any part thereof, from such premises and/or any records with
respect thereto, in order to effectively collect or liquidate such
Collateral.

    


    (d)           Nonexclusive Nature of
Remedies.  Failure by the Administrative Agent or the holders
of the Secured Obligations to exercise any right, remedy or option under this
Agreement, any other Loan Document, any other document relating to the Secured
Obligations, or as provided by Law, or any delay by the Administrative Agent or
the holders of the Secured Obligations in exercising the same, shall not operate
as a waiver of any such right, remedy or option.  No waiver hereunder
shall be effective unless it is in writing, signed by the party against whom
such waiver is sought to be enforced and then only to the extent specifically
stated, which in the case of the Administrative Agent or the holders of the
Secured Obligations shall only be granted as provided herein.  To the
extent permitted by Law, neither the Administrative Agent, the holders of the
Secured Obligations, nor any party acting as attorney for the Administrative
Agent or the holders of the Secured Obligations, shall be liable hereunder for
any acts or omissions or for any error of judgment or mistake of fact or law
other than their gross negligence or willful misconduct
hereunder.  The rights and remedies of the Administrative Agent and
the holders of the Secured Obligations under this Agreement shall be cumulative
and not exclusive of any other right or remedy which the Administrative Agent or
the holders of the Secured Obligations may have.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    


    (e)           Retention of
Collateral.  In addition to the rights and remedies hereunder,
the Administrative Agent may, in compliance with Sections 9-620 and 9-621
of the UCC or otherwise complying with the requirements of applicable Law of the
relevant jurisdiction, accept or retain the Collateral in satisfaction of the
Secured Obligations.  Unless and until the Administrative Agent shall
have provided such notices, however, the Administrative Agent shall not be
deemed to have retained any Collateral in satisfaction of any Secured
Obligations for any reason.

    


    (f)           Deficiency.  In
the event that the proceeds of any sale, collection or realization are
insufficient to pay all amounts to which the Administrative Agent or the holders
of the Secured Obligations are legally entitled, the Obligors shall be jointly
and severally liable for the deficiency, together with interest thereon at the
Default Rate, together with the costs of collection and the fees, charges and
disbursements of counsel.  Any surplus remaining after the full
payment and satisfaction of the Secured Obligations shall be returned to the
Obligors or to whomsoever a court of competent jurisdiction shall determine to
be entitled thereto.

    


    (g)           Indemnification.  Each
Obligor hereby agrees to indemnify the Administrative Agent and the Lenders in
accordance with the terms of the Credit Agreement, with respect to the actions
taken by the Administrative Agent in accordance with the
foregoing.  The foregoing indemnity shall survive the repayment of the
Secured Obligations.

    


    8.           Rights of the Administrative
Agent.

    


    (a)           Power of
Attorney.  In addition to other powers of attorney contained
herein, each Obligor hereby designates and appoints the Administrative Agent, on
behalf of the holders of the Secured Obligations, and each of its designees or
agents, as attorney-in-fact of such Obligor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon
the occurrence and during the continuance of an Event of Default:

    


    (i)           to
demand, collect, settle, compromise, adjust, give discharges and releases, all
as the Administrative Agent may reasonably determine;

    


    (ii)          to
commence and prosecute any actions at any court for the purposes of collecting
any Collateral and enforcing any other right in respect thereof;

    


    (iii)         to
defend, settle or compromise any action brought and, in connection therewith,
give such discharge or release as the Administrative Agent may deem reasonably
appropriate;

    


    (iv)         receive,
open and dispose of mail addressed to an Obligor and endorse checks, notes,
drafts, acceptances, money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or storage 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    of the
goods giving rise to the Collateral of such Obligor on behalf of and in the name
of such Obligor, or securing, or relating to such Collateral;

    


    (v)         sell,
assign, transfer, make any agreement in respect of, or otherwise deal with or
exercise rights in respect of, any Collateral or the goods or services which
have given rise thereto, as fully and completely as though the Administrative
Agent were the absolute owner thereof for all purposes;

    


    (vi)        adjust
and settle claims under any insurance policy relating thereto;

    


    (vii)       execute
and deliver all assignments, conveyances, statements, financing statements,
renewal financing statements, security agreements, affidavits, notices and other
agreements, instruments and documents that the Administrative Agent may
determine necessary in order to perfect and maintain the security interests and
liens granted in this Agreement and in order to fully consummate all of the
transactions contemplated therein;

    


    (viii)      institute
any foreclosure proceedings that the Administrative Agent may deem
appropriate;

    


    (ix)         to
sign and endorse any drafts, assignments, proxies, stock powers, verifications,
notices and other documents relating to the Collateral;

    


    (x)          to
pay or discharge taxes, liens, security interests or other encumbrances levied
or placed on or threatened against the Collateral;

    


    (xi)         to
direct any parties liable for any payment in connection with any of the
Collateral to make payment of any and all monies due and to become due
thereunder directly to the Administrative Agent or as the Administrative Agent
shall direct;

    


    (xii)        to
receive payment of and receipt for any and all monies, claims, and other amounts
due and to become due in respect of or arising out of any Collateral;
and

    


    (xiii)       do
and perform all such other acts and things as the Administrative Agent may
reasonably deem to be necessary, proper or convenient in connection with the
Collateral.

     

    
      This
power of attorney is a power coupled with an interest and shall be irrevocable
until such time as the Secured Obligations (excluding Secured Obligations solely
with respect to Cash Collateralized Letters of Credit) arising under the Loan
Documents have been paid in full and the Commitments and any Letter of Credit
(excluding any Cash Collateralized Letter of Credit) have expired or been
terminated.  The Administrative Agent shall be under no duty to
exercise or withhold the exercise of any of the rights, powers, privileges and
options expressly or implicitly granted to the Administrative Agent in this
Agreement, and

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      shall not
be liable for any failure to do so or any delay in doing so.  The
Administrative Agent shall not be liable for any act or omission or for any
error of judgment or any mistake of fact or law in its individual capacity or
its capacity as attorney-in-fact except acts or omissions resulting from its
gross negligence or willful misconduct.  This power of attorney is
conferred on the Administrative Agent solely to protect, preserve and realize
upon its security interest in the Collateral.

    

     

    (b)           Assignment by the
Administrative Agent. The Administrative Agent may from time to time
assign the Secured Obligations to a successor Administrative Agent appointed in
accordance with the Credit Agreement, and such successor shall be entitled to
all of the rights and remedies of the Administrative Agent under this Agreement
in relation thereto.

    


    (c)           The Administrative Agent’s
Duty of Care.  Other than the exercise of reasonable care to
assure the safe custody of the Collateral while being held by the Administrative
Agent hereunder, the Administrative Agent shall have no duty or liability to
preserve rights pertaining thereto, it being understood and agreed that the
Obligors shall be responsible for preservation of all rights in the Collateral,
and the Administrative Agent shall be relieved of all responsibility for the
Collateral upon surrendering it or tendering the surrender of it to the
Obligors.  The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which the Administrative Agent accords its own property, which shall be no less
than the treatment employed by a reasonable and prudent agent in the industry,
it being understood that the Administrative Agent shall not have responsibility
for taking any necessary steps to preserve rights against any parties with
respect to any of the Collateral.  In the event of a public or private
sale of Collateral pursuant to Section 7 hereof, the Administrative Agent shall
have no responsibility for (i) ascertaining or taking action with respect to
calls, conversions, exchanges, maturities, tenders or other matters relating to
any Collateral, whether or not the Administrative Agent has or is deemed to have
knowledge of such matters, or (ii) taking any steps to clean, repair or
otherwise prepare the Collateral for sale.

    


    (d)           Releases of
Collateral.  If any Collateral shall be sold, transferred or
otherwise disposed of by any Obligor, or if any Obligor shall secure any Debt
Issuance with any Collateral, in each case, in a transaction permitted by the
Credit Agreement, then the Administrative Agent, at the request and sole expense
of such Obligor, shall promptly execute and deliver to such Obligor all releases
and other documents, and take such other action, reasonably necessary for the
release of the Liens created hereby or by any other Collateral Document on such
Collateral.

    


    9.           Application of
Proceeds.  Upon the acceleration of the Obligations under the
terms of the Credit Agreement, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the
Administrative Agent or any holder of the Secured Obligations in Money, will be
applied in reduction of the Secured Obligations in the order set forth in the
Credit Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    10.           Continuing
Agreement.

    


    (a)           This
Agreement shall remain in full force and effect until such time as the Secured
Obligations (excluding Secured Obligations solely with respect to Cash
Collateralized Letters of Credit) arising under the Loan Documents have been
paid in full and the Commitments and any Letter of Credit (excluding any Cash
Collateralized Letter of Credit) have expired or been terminated, at which time
this Agreement shall be automatically terminated and the Administrative Agent
shall, upon the request and at the expense of the Obligors, forthwith release
all of its liens and security interests hereunder and shall execute and deliver
all UCC termination statements and/or other documents reasonably requested by
the Obligors evidencing such termination.

    


    (b)           This
Agreement shall continue to be effective or be automatically reinstated, as the
case may be, if at any time payment, in whole or in part, of any of the Secured
Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any holder of the Secured Obligations as a preference,
fraudulent conveyance or otherwise under any Debtor Relief Law, all as though
such payment had not been made; provided that in the event payment of all or any
part of the Secured Obligations is rescinded or must be restored or returned,
all reasonable costs and expenses (including without limitation any reasonable
legal fees and disbursements) incurred by the Administrative Agent or any holder
of the Secured Obligations in defending and enforcing such reinstatement shall
be deemed to be included as a part of the Secured Obligations.

    


    11.           Amendments; Waivers;
Modifications, etc.  This Agreement and the provisions hereof
may not be amended, waived, modified, changed, discharged or terminated except
as set forth in the Credit Agreement.

    


    12.           Successors in
Interest.  This Agreement shall be binding upon each Obligor,
its successors and assigns and shall inure, together with the rights and
remedies of the Administrative Agent and the holders of the Secured Obligations
hereunder, to the benefit of the Administrative Agent and the holders of the
Secured Obligations and their successors and permitted assigns.

    


    13.           Notices.  All
notices required or permitted to be given under this Agreement shall be in
conformance with the terms of the Credit Agreement.

    


    14.           Counterparts;
Signatures.  This Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same
instrument.  It shall not be necessary in making proof of this
Agreement to produce or account for more than one such
counterpart.  Any signature delivered by facsimile or electronic mail
shall be deemed to be an original signature hereto, provided that the
Obligors shall deliver an original to the Administrative Agent upon the
Administrative Agent’s request.

    


    15.           Headings.  The
headings of the sections hereof are provided for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    


    16.           Governing Law; Submission to
Jurisdiction; Venue; WAIVER OF JURY TRIAL.  The terms of Sections 11.14 and
11.15 of the
Credit Agreement with respect to governing law, submission to jurisdiction,
venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the
parties hereto agree to such terms.

    


    17.           Severability.  If
any provision of any of the Agreement is determined to be illegal, invalid or
unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without
giving effect to the illegal, invalid or unenforceable provisions.

    


    18.           Entirety.  This
Agreement, the other Loan Documents and the other documents relating to the
Secured Obligations represent the entire agreement of the parties hereto and
thereto, and supersede all prior agreements and understandings, oral or written,
if any, including any commitment letters or correspondence relating to the Loan
Documents, any other documents relating to the Secured Obligations, or the
transactions contemplated herein and therein.

    


    19.           Other
Security.  To the extent that any of the Secured Obligations
are now or hereafter secured by property other than the Collateral (including,
without limitation, real property and securities owned by an Obligor), or by a
guarantee, endorsement or property of any other Person, then the Administrative
Agent shall have the right to proceed against such other property, guarantee or
endorsement upon the occurrence and during the continuance of any Event of
Default, and the Administrative Agent shall have the right, in its sole
discretion, to determine which rights, security, liens, security interests or
remedies the Administrative Agent shall at any time pursue, relinquish,
subordinate, modify or take with respect thereto, without in any way modifying
or affecting any of them or the Secured Obligations or any of the rights of the
Administrative Agent or the holders of the Secured Obligations under this
Agreement, under any other of the Loan Documents or under any other document
relating to the Secured Obligations.

    


    20.           Joinder.  At
any time after the date of this Agreement, one or more additional Persons may
become party hereto by executing and delivering to the Administrative Agent a
Joinder Agreement.  Immediately upon such execution and delivery of
such Joinder Agreement (and without any further action), each such additional
Person will become a party to this Agreement as an “Obligor” and have all of the
rights and obligations of an Obligor hereunder and this Agreement and the
schedules hereto shall be deemed amended by such Joinder Agreement.

    


    21.           Rights of Required
Lenders.  All rights of the Administrative Agent hereunder, if
not exercised by the Administrative Agent, may be exercised by the Required
Lenders.

    


    [remainder
of page intentionally left blank]

    


    


    


    
      
        
           


        

        
          12

          
            

          

        

        
           


        

      

    

     

    


    Each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

    
      	
               

              OBLIGORS:

            	
               

              BROOKDALE
      SENIOR LIVING INC., a

              Delaware
      corporation

               

               

              By:   /s/ T. Andrew
      Smith                             
      

              Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              BROOKDALE
      SENIOR LIVING

              COMMUNITIES,
      INC., a Delaware

              corporation,
      f/k/a Alterra Healthcare

              Corporation,
      a Delaware corporation

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:  T.
      Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              AHC
      STERLING HOUSE OF HARBISON,

              LLC,
      a Delaware limited liability company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              ALS
      NORTH AMERICA, INC., a Delaware

              corporation

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              AHC
      PROPERTIES, INC, a Delaware

              corporation

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              BKD
      STERLING HOUSE OF LAWTON,

              LLC,
      a Delaware limited liability company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              AHC
      RICHLAND HILLS, LLC, a Delaware

              limited
      liability company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              CAROLINA
      HOUSE OF BLUFFTON, LLC, a

              North
      Carolina limited liability company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              CAROLINA
      HOUSE OF HILTON HEAD,

              LLC,
      a North Carolina limited liability company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            
	 
      	
              FIT
      RAMSEY, LLC, a Delaware limited

              liability
      company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              BLC
      NOVI-GC, LLC, a Delaware limited

              liability
      company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

               

            
	 
      	
              ARC
      HDV, LLC, a Tennessee limited liability

              company

               

               

              

                By:   /s/ T. Andrew
      Smith                             
      
Name:
      T. Andrew Smith

              Title:   Executive
      Vice President and Secretary

               

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Accepted
and agreed to as of the date first above written.

    


    BANK OF
AMERICA, N.A., as Administrative Agent

    


    
      	
              By:

            	
                /s/
      Kevin Ahart

            	 
      	 
      
	
              Name:

            	
                  
      Kevin Ahart

            	 
      	 
      
	
              Title:

            	
                 Vice
      President