ex10_247.htm


    
      

    

    Exhibit
      10.24.7

     

    
      SIXTH
        AMENDMENT TO AMENDED

      AND
        RESTATED MASTER LEASE

       

      THIS
        SIXTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
        made
        and entered into as of August 1, 2006 (the "Effective Date"), by and among
        HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"),
        WESTMINSTER HCP, LLC, a Delaware limited liability company ("Westminster
        HCP"),
        TEXAS HCP HOLDING, L.P., a Delaware limited partnership ("Texas HCP"), HCP
        AL OF
        FLORIDA, LLC, a Delaware limited liability company ("HCP AL") (HCP, Westminster
        HCP, Texas HCP, and HCP AL shall be referred to herein, collectively, as
        their
        interests may appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING,
        LLC, a Delaware limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO,
        INC., a California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH,
        L.L.C., a New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE
        AT OCOEE, INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT
        ORANGE, INC., a Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT
        PRINCE
        WILLIAM, INC., a Delaware corporation ("Prince William Inc."), SUMMERVILLE
        AT
        STAFFORD, L.L.C., a New Jersey limited liability company ("Stafford LLC"),
        SUMMERVILLE AT VOORHEES, L.L.C., a New Jersey limited liability company
        ("Voorhees LLC"), SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation
        ("Westminster Inc."), SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited
        liability company ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware
        limited liability company ("Ocala West LLC"), SUMMERVILLE AT CY-FAIR ASSOCIATES,
        L.P., a Delaware limited partnership ("Cy-Fair LP"), SUMMERVILLE AT FRIENDSWOOD
        ASSOCIATES, L.P., a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE
        AT NEW PORT RICHEY, LLC, a Delaware limited liability company ("New Port
        Richey
        LLC"), SUMMERVILLE AT LAKELAND, LLC, a Delaware limited liability company
        ("Lakeland LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited liability
        company ("St. Augustine LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware
        limited liability company ("Ocala East LLC"), SUMMERVILLE AT VENICE, LLC,
        a
        Delaware limited liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND
        HILLS
        ASSOCIATES, L.P., a Delaware limited partnership ("Lakeland Hills LP"),
        SUMMERVILLE AT IRVING ASSOCIATES, L.P., a Delaware limited partnership ("Irving
        LP"), SUMMERVILLE AT CHESTNUT HILL, LLC, a Delaware limited liability company
        ("Chestnut Hill LLC"), SUMMERVILLE 9, LLC, a Delaware limited liability company
        ("Summerville 9"), SUMMERVILLE AT CARROLLWOOD, LLC, a Delaware limited liability
        company ("Carrollwood LLC"), SUMMERVILLE AT GAINESVILLE, LLC, a Delaware
        limited
        liability company ("Gainesville LLC"), and SUMMERVILLE AT FOX RUN, LLC, a
        Delaware limited liability company ("Fox Run LLC") (LHAL LLC, Cobbco Inc.,
        Hillsborough LLC, Ocoee Inc., Port Orange Inc., Prince William Inc., Stafford
        LLC, Voorhees LLC, Westminster Inc., Pinellas LLC, Ocala West LLC, Cy-Fair
        LP,
        Friendswood LP, New Port Richey LLC, Lakeland LLC, St. Augustine LLC, Ocala
        East
        LLC, Venice LLC, Lakeland Hills LP, Irving LP, Chestnut Hill LLC, Summerville
        9,
        Carrollwood LLC, Gainesville LLC, and Fox Run LLC shall be collectively,
        and
        jointly and severally, referred to herein as "Lessee"), on the other hand,
        with
        respect to the following:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        RECITALS

      

       

      A.            Lessor,
        as "Lessor," and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port
        Orange Inc., Prince William Inc., Stafford LLC, Voorhees LLC, Westminster
        Inc.,
        Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Richey
        LLC,
        Lakeland LLC, St. Augustine LLC, Ocala East LLC, Venice LLC, Lakeland Hills
        LP,
        Irving LP, Chestnut Hill LLC, Summerville 9, Carrollwood LLC and Gainesville
        LLC
        (collectively, and jointly and severally, "Current Lessee"), as "Lessee",
        are
        parties to that certain Amended and Restated Master Lease dated as of April
        20,
        2005 (the "Original Master Lease"), as amended by that certain First Amendment
        to Amended and Restated Master Lease dated as of September 1, 2005 (the "First
        Amendment"), that certain Second Amendment to Amended and Restated Master
        Lease
        dated effective as of December 22, 2005 (the "Second Amendment"), that certain
        Third Amendment to Amended and Restated Master Lease dated as of January
        31,
        2006 (the "Third Amendment"), that certain Fourth Amendment to Amended and
        Restated Master Lease and Consolidation and Restatement of Beckett Lake Facility
        Master Lease dated as of May 31, 2006 (the "Fourth Amendment"), and that
        certain
        Fifth Amendment to Amended and Restated Master Lease dated as of June 1,
        2006
        (the "Fifth Amendment," and together with the First Amendment, the Second
        Amendment, the Third Amendment, and the Fourth Amendment, the "Amendments"),
        covering the Leased Property of twenty-five (25) mixed skilled nursing and
        assisted living care Facilities located in California, Connecticut, Florida,
        Maryland, New Jersey, Ohio, Texas and Virginia. The Original Master Lease,
        as
        amended by the Amendments, shall hereinafter be referred to, collectively,
        as
        the "Master Lease." All capitalized terms used in this Amendment and not
        otherwise defined or modified herein shall have the meanings assigned to
        such
        terms in the Master Lease.

       

      B.           Pursuant
        to the teinis of that certain Guaranty of Obligations dated as of April
        20,
        2005 (as the same has been or may hereafter be amended or reaffirmed from
        time
        to time in writing, the "Guaranty"), made by Summerville Senior Living, Inc.,
        a
        Delaware corporation ("Guarantor") in favor of Lessor, Guarantor guaranteed
        the
        obligations of Current Lessee under the Master Lease, all as more particularly
        described therein.

       

      C.             HCP,
        as Buyer, and Guarantor, as Seller, have entered into to that certain Contract
        of Acquisition, dated as of July 31, 2006 (as the same may be amended or
        modified in accordance with the terms thereof, the "Fox Run Facility Contract
        of
        Acquisition"), pursuant to which HCP is purchasing and acquiring from Guarantor
        (or pursuant to which Guarantor is causing to be transferred and conveyed
        to
        HCP) on and effective as of the Effective Date, that certain real property
        located in Fairborn, Ohio and more particularly described on Exhibit
        A-26  attached hereto, together with all improvements and fixtures
        thereon, related rights and certain Personal Property relating thereto (the
        "Fox
        Run Facility").

       

      D.             Effective
        immediately upon the Effective Date and the Fox Run Facility Closing Date,
        Lessor desires to add to the Leased Property and lease to Lessee, and Lessee
        desires to lease from Lessor, the Fox Run Facility upon the terms and conditions
        set forth in the Master Lease, as amended by this Amendment.

       

      E.             Lessor
        and Lessee desire to enter into this Amendment to effectuate the matters
        set
        forth in the above Recitals, all as more particularly described
        herein.

       

      
        
          
          

        

        
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      AMENDMENT

       

      NOW
        THEREFORE, in consideration of the foregoing Recitals and for other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, Lessor and Lessee hereby agree as follows:

       

      1.            Leasing.
        Lessor hereby leases to Lessee and Lessee hereby leases from Lessor,
        the
        Leased Property of the Fox Run Facility upon all of the terms and conditions
        set
        forth in the Master Lease, as amended by this Amendment. All references herein
        and in the Master Lease to a "Facility" or "Facilities" shall mean each Facility
        (as defined in the Master Lease) together with the Fox Run
        Facility.

       

      2.            Joint
        and Several Liability of Lessee. From and after the Effective Date, Fox Run
        LLC shall (i) be jointly and severally liable for all of the obligations
        of the
        "Lessee" under the Master Lease, as hereby amended, and (ii) assume jointly
        and
        severally with Current Lessee, all obligations of "Lessee" arising under
        the
        Master Lease, as hereby amended, on, prior to or after the Effective
        Date.

       

      3.            [Intentionally
        Omitted]

       

      4.            Modifications
        to Terms of the Master Lease. Effective as of the Effective Date, the Master
        Lease shall be amended and supplemented in the following
        particulars:

       

      (a)          New
        Definitions. Except as otherwise expressly provided or unless the
        context otherwise requires, for all purposes of the Master Lease, as hereby
        amended, the terms defined in this Section 4(a) shall have the meanings assigned
        to them as provided below and shall be added to Article II of the Original
        Master Lease (as amended by the Amendments) to read, in their entireties,
        as
        follows:

       

      "Aggregate
        Costs of the Fox Run Facility Capital Renovations Project(s): The actual
        out-of-pocket costs actually incurred by Lessee pursuant to the provisions
        of
        the Master Lease, as hereby amended, in connection with the Fox Run Facility
        Capital Renovation Project(s), including all costs of design, construction,
        installation and obtaining all governmental approvals and permits with respect
        to such Fox Run Facility Capital Renovation Project(s), the Fox Run Facility
        Capital Renovation Site Review Fees and the Fox Run Facility Capital Renovation
        Lessor Costs."

       

      "Fox
        Run Facility: That certain Facility located in Fairborn, Ohio."

       

      "Fox
        Run Facility Capital Renovation Project(s): Any capital refurbishment to the
        Fox Run Facility, the scope, plans and specifications, and a detailed final
        cost
        budget of which is to be reasonably agreed upon by Lessor and Lessee after
        the
        Effective Date."

       

      "Fox
        Run Facility Capital Renovation Project Allowance: A total aggregate
        allowance for the Fox Run Capital Renovation Project(s) equal to the lesser
        of
        (i) Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00), or (ii)
        the
        Aggregate Costs of the Fox Run Facility Capital Renovation Project(s).
        Notwithstanding anything to the contrary in the Master Lease, as amended
        by this
        Amendment, the Fox Run Facility Capital Renovation Project Allowance shall
        not
        count towards the Annual Minimum Capital Project Amount with respect to the
        Fox
        Run Facility, and Lessee's expenditure and reimbursement, if any, of all
        or a
        portion of the Fox Run Facility Capital Renovation Project Allowance shall
        be in
        addition to the Annual Minimum Capital Project Amount with respect to such
        Facility."

       

      
        
          
          

        

        
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      "Fox
        Run Facility Capital Renovation Project Allowance Lease Rate: A percentage
        equal to the greater of (a) the average of the ten-year U.S. Treasury Note
        rate
        published in the Wall Street
        Journal for each of the five (5) Business Days prior to that date
        which is two (2) Business Days prior to the Fox Run Facility Closing Date
        and
        quoting the rate as of that date which is two (2) Business Days prior to
        the Fox
        Run Facility Closing Date, plus Three and Thirty Hundredths Percent (3.30%)
        and
        (b) Eight and One-Half Percent (8.5%)."

       

      "Fox
        Run Facility Capital Renovation Site Review Fees: As defined in Section 5 of
        this Amendment."

       

      "Fox
        Run Facility Closing Date: The "Closing Date" as defined in the Fox Run
        Facility Contract of Acquisition.

       

      "Fox
        Run Facility Contract of Acquisition: As defined in Recital C of this
        Amendment."

       

      "Fox
        Run Facility Escalator: An amount equal to Three and One-Half Percent
        (3.50%)."

       

      "Fox
        Run Facility Partial Lease Year CPI Increase: For purposes of determining
        the Fox Run Facility Purchase Price, the percentage increase, if any, in
        (i) the
        Cost of Living Index published for the month which is two (2) months prior
        to
        the date of closing of Lessee's purchase of the Leased Property of the Fox
        Run
        Facility, over (ii) the Cost of Living Index published for the month which
        is
        two (2) months prior to the commencement of the then current Lease Year in
        which
        such closing occurs."

       

      "Fox
        Run Facility Purchase Price: With respect to the Fox Run Facility at any
        given time, the sum of:

       

      (i)            the
        Allocated Initial Investment with respect to such Facility, as increased
        each
        Lease Year from and after the applicable Restatement Date for such Facility
        by
        the greater of (A) the Fixed Adjustment Factor (cumulative and compounded)
        for
        such Facility (and, as also increased by the Fixed Adjustment Factor on the
        date
        of closing if Lessee's purchase of the Leased Property of such Facility occurs
        on any day other than the first (18) day
        of a Lease
        Year with respect to such Facility) or (B) the applicable CPI Increase
        (cumulative and compounded) for such Facility commencing upon the expiration
        of
        the first (1st) Lease
        Year with
        respect to such Facility, and upon the expiration of each Lease Year thereafter
        with respect to such Facility (and, as also increased by the Fox Run Facility
        Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
        of
        the Leased Property of such Facility occurs on any day other than the first
        (1st) day
        of a Lease
        Year with respect to such Facility); plus

       

      
        
          
          

        

        
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      (ii)             any
        Capital Addition Costs paid, funded or accrued by Lessor with respect
        to such Facility, as increased from and after the date of each such payment,
        funding or accrual by Lessor of any such Capital Addition Costs by the greater
        of (A) Fixed Adjustment Factor each Lease Year (cumulative and compounded)
        for
        such Facility (and, as also increased by the Fixed Adjustment Factor on the
        date
        of closing if Lessee's purchase of the Leased Property of such Facility occurs
        on any day other than the first (1st) day
        of a Lease
        Year with respect to such Facility) or (B) the applicable CPI Increase
        (cumulative and compounded) for such Facility commencing upon the expiration
        of
        the first (1st) Lease
        Year with
        respect to such Facility, and upon the expiration of each Lease Year thereafter
        with respect to such Facility (and, as also increased by the Fox Run Facility
        Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
        of
        the Leased Property of such Facility occurs on any day other than the first
        (Pt) day
        of a
        Lease Year with respect to such Facility).

       

      For
        pm-poses of this definition of "Fox Run Facility Purchase Price," "Fixed
        Adjustment Factor" shall mean Three and One-Half Percent (3.50%); provided,
        however, that if the closing of Lessee's purchase of the Leased Property
        of the
        Fox Run Facility occurs on a date other than the first (1st)
day
        of a Lease
        Year with respect to such Facility, then such "Fixed Adjustment Factor" as
        of
        the date of such closing shall mean Three and One-Half Percent (3.50%) times
        a
        fraction, the numerator of which equals the number of days elapsed in the
        Lease
        Year in which such closing occurs, and the denominator of which is three
        hundred
        sixty (360)."

       

      "Fox
        Run Facility Put Event Price: With respect to the Fox Run Facility at any
        given time, the sum of (i) the Minimum Repurchase Price for such Facility,
        plus  (ii) an amount which, upon the closing, equals an
        annually compounded return equal to the Fox Run Facility Escalator per year
        on
        (A) the Allocated Initial Investment for such Facility accruing from and
        after
        the applicable Restatement Date for such Facility and (B) any Capital Addition
        Costs funded by Lessor for such Facility accruing from and after the date
        of
        funding; provided, however, that if the closing of Lessee's purchase of the
        Leased Property of such Facility occurs on a date other than the first (1st) day
        of a Lease
        Year with respect to such Facility, then for purposes of determining the
        annually compounded return applicable for the Lease Year in which such closing
        occurs, the Fox Run Facility Escalator shall be an amount equal to Three
        and One
        Half Percent (3.5%) times a fraction, the numerator of which equals the number
        of days elapsed in the Lease Year in which such closing occurs, and the
        denominator of which is three hundred sixty (360)."

       

      "Fox
        Run Facility Renovation Lessor Costs: As defined in Section 5 of this
        Amendment."

       

      (b)           Supplemented
        Definitions. The following definitions appearing in Article II of the
        Original Master Lease (as amended by the Amendments) shall be supplemented
        as
        follows:

       

      
        
          
          

        

        
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      Annual
        Minimum Capital Project Amount: With respect to the Fox Run Facility, during
        each Lease Year with respect to such Facility, an amount equal to Thirty-Five
        Thousand Six Hundred Dollars ($35,600.00). Notwithstanding the foregoing,
        Lessor
        and Lessee acknowledge that the initial Annual Minimum Capital Project Amount
        for the Fox Run Facility represents an amount equal to (A) the number of
        licensed units located at such Facility times (B) Four Hundred Dollars
        ($400.00). In the event that the number of licensed units for the Fox Run
        Facility is increased or decreased in accordance with the terms of the Master
        Lease, as hereby amended, the Annual Minimum Capital Project Amount for such
        Facility shall be increased, or decreased, as applicable, by an amount equal
        to
        (1) the number of such licensed units increased or decreased at such Facility
        times (2) Four Hundred Dollars ($400.00).

       

      Annual
        Minimum Capital Project Amount Overage: With respect to the Fox Run
        Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
        Project Costs incurred and paid by Lessee in funding Capital Projects for
        such
        Facility in the immediately preceding two (2) Lease Years and for which Lessor
        has received paid invoices, receipts or other commercially reasonable evidence
        or supporting information as is customary to evidence such expenditures,
        verifying the cost and payment of funding such Capital Projects, and an
        Officer's Certificate certifying that the applicable item(s) of Capital Projects
        have been completed, less (ii) the amounts disbursed by Lessor to Lessee
        from
        any Replacement Reserve on account of such Capital Projects to such Facility
        in
        accordance with the terms of Section 9.3.1 of the Master Lease, as hereby
        amended, in excess of (b) the Annual Minimum Capital Project Amount for such
        Facility for such prior two (2) Lease Year period.

       

      Deed:
        With respect to the Fox Run Facility, "Deed" as defined in the Fox Run
        Facility Contract of Acquisition.

       

      Fair
        Market Rental: With respect to the Fox Run Facility, the definition of Fair
        Market Rental applicable to the Group 2 Facilities, the Group 3 Facilities,
        the
        Group 4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the
        Beckett Lake Facility, and the Group 8 Facilities, but in each instance relating
        to the Fox Run Facility.

       

      Lease
        Year: With respect to the Fox Run Facility, the first Lease Year for such
        Facility shall be the period commencing on the applicable Restatement Date
        with
        respect to such Facility and ending July 31, 2007, and each subsequent Lease
        Year for such Facility shall be each period of twelve (12) full calendar
        months
        after the last day of the prior Lease Year; provided, however, that the last
        Lease Year for the Fox Run Facility during the Term may be a period of less
        than
        twelve (12) full calendar months and shall end on the last day of the Tenn
        for
        such Facility.

       

      Restatement
        Date: With respect to the Fox Run Facility, the Effective Date of this
        Amendment, which shall also be the commencement date of the Master Lease,
        as
        hereby amended, with respect to such Facility.

       

      
        
          
          

        

        
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      Transaction
        Documents: The meaning given to such term in the Original Master Lease (as
        amended by the Amendments), together with this Amendment and the Fox Run
        Facility Contract of Acquisition.

       

      (c)           Definition
        of Lessee. The definition of "Lessee" appearing in Article II of the
        Original Master Lease (as amended and restated pursuant to the Amendments)
        shall
        be further amended and restated to have the meaning given to such term in
        the
        preamble of this Amendment.

       

      (d)           Amendment
        to Letter of Credit Amount. From and after the Effective Date hereof, the
        percentage "6.3%" appearing in the definition of "Letter of Credit Amount"
        in
        Article II of the Original Master Lease (as amended and restated pursuant
        to the
        Amendments) shall read "6.1%."

       

      (e)           Leased
        Property; Term. The phrase "Group 3 Facilities, the Group 4 Facilities, the
        Group 5 Facilities, the Chestnut Hill Facility and the Group 8 Facilities,
        the
        applicable Restatement Date" appearing in the last paragraph of Article I
        of the
        Original Master Lease (as amended by the Amendments) is hereby amended to
        read
        "Group 3 Facilities, the Group 4 Facilities, the Group 5 Facilities, the
        Chestnut Hill Facility, the Group 8 Facilities and the Fox Run Facility,
        the
        applicable Restatement Date."

       

      (f)           Minimum
        Rent. With respect to the Fox Run Facility:

       

      (i)            For
        the period from the Effective Date through the expiration of the first (1st) Lease
        Year with
        respect to such Facility, Lessee shall pay to Lessor as monthly "Allocated
        Minimum Rent" for such Facility at the times and in the manner provided in
        Section 3.1 of the Master Lease, as hereby amended, the amount allocated
        to and
        set forth or determined pursuant to the formula opposite such Facility on
        Exhibit C to the Master Lease, as hereby amended. The first monthly
        payment of Allocated Minimum Rent for such Facility shall be payable on the
        Effective Date (prorated as to any partial calendar month at the beginning
        of
        the Term with respect to such Facility).

       

      (ii)            Commencing
        upon the expiration of the first (1st) Lease
        Year for
        the Fox Run Facility and upon the expiration of each Lease Year thereafter
        during the Fixed Term for such Facility, the then current monthly Allocated
        Minimum Rent for such Facility for such Lease Year shall be increased by
        an
        amount equal to the Fox Run Facility Escalator.

       

      (iii)             For
        the first (1st) Lease
        Year of
        each Extended Term for the Fox
        Run
        Facility, if any, the monthly Allocated Minimum Rent for such Facility shall
        be
        equal to the greater of (a) the then current monthly Fair Market Rental for
        such
        Facility and (b) the monthly Allocated Minimum Rent payable for such Facility
        during the last Lease Year of the immediately preceding Term, as increased
        by
        the Fox Run Facility Escalator.

       

      
        
          
          

        

        
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      (iv)            Commencing
        upon the expiration of the first (1st) Lease
        Year of
        each Extended Term, if any, for the Fox Run Facility and upon the expiration
        of
        each Lease Year thereafter during such Extended Term, the then current monthly
        Allocated Minimum Rent for such Facility shall be increased by an amount
        equal
        to the Fox Run Facility Escalator.

       

      (v)            The
        last paragraph of Section 3.1 of the Original Master Lease shall apply with
        respect to any adjustment of the Allocated Minimum Rent with respect to the
        Fox
        Run Facility pursuant to clauses (ii), (iii), and (iv) above.

       

      (vi)            Lessee
        shall continue to pay all Minimum Rent with respect
        to the balance of the Facilities at the times, in the manner and in the amounts
        set forth in or determined by the Master Lease, as hereby amended.

       

      (g)           Condition
        of the Leased Property. The phrase "Group 3 Facilities, the
        Group
        4 Facilities, the Group 5 Facilities, the Chestnut Hill Facility and the
        Group 8
        Facilities, the applicable Restatement Date" appearing in clause (ii) and
        in
        clause (b) of Section 7.1 of the Original Master Lease (as amended by the
        Amendments) is hereby amended to read "Group 3 Facilities, the Group 4
        Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the Group
        8
        Facilities and the Fox Run Facility, the applicable Restatement Date," in
        each
        instance.

       

      (h)           Maintenance
        and Repair. The phrase "Group 3 Facilities, the Group 4 Facilities, the
        Group 5 Facilities, the Chestnut Hill Facility and the Group 8 Facilities,
        the
        applicable Restatement Date" appearing in Section 9.1.1 of the Original Master
        Lease (as amended by the Amendments) is hereby amended to read "Group 3
        Facilities, the Group 4 Facilities, the Group 5 Facilities, the Chestnut
        Hill
        Facility, the Group 8 Facilities and the Fox Run Facility, the applicable
        Restatement Date."

       

      (i)           Capital
        Projects. The phrases "Group 3 Facilities, Group 4 Facilities, Group 5
        Facilities, Chestnut Hill Facility, Beckett Lake Facility and Group 8
        Facilities" and "Group 3 Facility, Group 4 Facility, Group 5 Facility, Chestnut
        Hill Facility, Beckett Lake Facility or Group 8 Facility" appearing a number
        of
        times in Section 9.3 of the Original Master Lease (as amended by the Amendments)
        are hereby amended to read "Group 3 Facilities, Group 4 Facilities, Group
        5
        Facilities, Chestnut Hill Facility, Beckett Lake Facility, Group 8 Facilities
        and Fox Run Facility" and "Group 3 Facility, Group 4 Facility, Group 5 Facility,
        Chestnut Hill Facility, Beckett Lake Facility, Group 8 Facility or Fox Run
        Facility" respectively, in each instance.

       

      (j)           Liens.
        The phrase "Group 3 Facilities, the Group 4 Facilities, the Group 5
        Facilities, the Chestnut Hill Facility and the Group 8 Facilities, the
        applicable Restatement Date, with respect to such Group 3 Facility, Group
        4
        Facility, Group 5 Facility, the Chestnut Hill Facility and Group 8 Facility"
        appearing in Section 11.1 of the Original Master Lease (as amended by the
        Amendments) is hereby amended to read "Group 3 Facilities, the Group 4
        Facilities, the Group 5 Facilities, the Chestnut Hill Facility, the Group
        8
        Facilities and the Fox Run Facility, the applicable Restatement Date,
with
        respect to such Group 3 Facility, Group 4 Facility, Group 5 Facility, Chestnut
        Hill Facility, Group 8 Facility and Fox Run Facility."

       

      
        
          
          

        

        
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      (k)            Casualty.
        For purposes of Section 14.2.1 and 14.2.2 of the Original Master
        Lease (as amended by the Amendments), the purchase price as provided therein
        with respect to the Fox Run Facility shall be the Fox Run Facility Purchase
        Price immediately prior to such damage or destruction.

       

      (1)            Condemnation.
        For purposes of Section 15.1.4 of the Original Master
        Lease (as amended by the Amendments), Lessor shall be entitled to receive
        from
        any Award relating to the Fox Run Facility, subject to the rights of Facility
        Mortgagees, no less than the Fox Run Facility Purchase Price immediately
        prior
        to the institution of the Condemnation.

       

      (m)            Events
        of Default. The phrase "the Group 3 Facility Contract of Acquisition, the
        Group 4 Facilities Contract of Acquisition, the Group 5 Facilities Contract
        of
        Acquisition, the Chestnut Hill Facility Contract of Acquisition, the Beckett
        Lake Facility Contract of Acquisition and/or the Group 8 Facilities Contract
        of
        Acquisition" appearing in each of Sections 16.1(a) and 16.1(k) of the Original
        Master Lease (as amended by the Amendments) is hereby replaced with the phrase
        "the Group 3 Facility Contract of Acquisition, the Group 4 Facilities Contract
        of Acquisition, the Group 5 Facilities Contract of Acquisition, the Chestnut
        Hill Facility Contract of Acquisition, the Beckett Lake Facility Contract
        of
        Acquisition, the Group 8 Facilities Contract of Acquisition and/or the Fox
        Run
        Facility Contract of Acquisition."

       

      (n)            Lessee's
        Obligation to Purchase. For purposes of Section 16.5 of the Original Master
        Lease (as amended by the Amendments), the amount required to be paid by Lessee
        upon any exercise of Lessor's rights to require Lessee to purchase the Fox
        Run
        Facility following a Put Event pursuant to such Section shall be equal to
        the
        Fox Run Facility Put Event Price, plus, in any event, all Rent then due and
        payable (excluding the installment of Minimum Rent due on the purchase date)
        under the Master Lease, as hereby amended, with respect to such
        Facility.

       

      (o)            Quiet
        Enjoyment. The phrase "Group 3 Facilities, the Group 4 Facilities, the Group
        5 Facilities, the Chestnut Hill Facility or the Group 8 Facilities, the
        applicable Restatement Date" appearing in Section 32.1 of the Original Master
        Lease (as amended by the Amendments) is hereby amended to read "Group 3
        Facilities, the Group 4 Facilities, the Group 5 Facilities, the Chestnut
        Hill
        Facility, the Group 8 Facilities or the Fox Run Facility, the applicable
        Restatement Date."

       

      (p)            Lessee's
        Option to Purchase.

       

      (i)            Section
        35.1.7 of the Original Master Lease (as amended by
        the
        Amendments) is hereby further amended to read, in its entirety, as
        follows:

       

      "35.1.7                     Fox
        Run Facility. Provided no Event of Default has occurred and
        is
        continuing hereunder, Lessee shall have the option to purchase the Leased
        Property of the Fox Run Facility upon the expiration of the tenth (10th)
        Lease Year of the
        Fox Run Facility, for an amount equal to the Fox Run Facility Purchase
        Price."

       

      
        
          
          

        

        
          -
            9 -

          
            

          

        

        
          
          

        

      

       

      (ii)            A
        new Section 35.1.8 is added to the Original Master Lease to
        read,
        in its entirety, as follows:

       

      "35.1.8                    General.
        Lessee shall exercise the option(s) to purchase the Leased
        Property set forth in Sections 35.1.1, 35.1.2, 35.1.3, 35.1.4, 35.1.5, 35.1.6
        and/or 35.1.7 above, as applicable, by:

       

      (i)               opening
        an escrow (the 'Escrow') with and by depositing
        either (a) cash or (b) a letter of credit from a financial institution and
        in
        form in each case acceptable to Lessor, the sum of Two and One-Half Percent
        (2.5%) of (1) with respect to the Group 1 Facility(ies), the Minimum Repurchase
        Price, (2) with respect to the Group 3 Facilities and Group 4 Facilities,
        the
        sum of (y) the Group 3 Facility Purchase Price for all of the Group 3
        Facilities, plus
(z)
        the Group 4 Facility Purchase Price for all of the Group 4
        Facilities (as reasonably estimated by Lessor with respect to any Group 4
        Facility for which the Group 4 Facility Purchase Price has not yet been
        determined), (3) with respect to the Group 5 Facilities, the Group 5 Facility
        Purchase Price for all of the Group 5 Facilities (as reasonably estimated
        by
        Lessor with respect to any Group 5 Facility for which the Group 5 Facility
        Purchase Price has not yet been determined), (4) with respect to the Chestnut
        Hill Facility, the Chestnut Hill Facility Purchase Price (as reasonably
        estimated by Lessor with respect to such Facility if the Chestnut Hill Facility
        Purchase Price has not yet been determined), (5) with respect to the Beckett
        Lake Facility, the Beckett Lake Facility Purchase Price, (6) with respect
        to the
        Group 8 Facilities, the Group 8 Facility Purchase Price for all of the Group
        8
        Facilities (as reasonably estimated by Lessor with respect to any Group 8
        Facility for which the Group 8 Facility Purchase Price has not yet been
        determined) and (7) with respect to the Fox Run Facility, the Fox Run Facility
        Purchase Price (as reasonably estimated by Lessor with respect to such Facility
        if the Fox Run Facility Purchase Price has not yet been determined) (the
        'Opening Deposit') and a copy of this Lease with a national title company
        reasonably acceptable to Lessor ("Escrow Holder") and giving written notice
        to
        Lessor of such deposit with Escrow Holder no earlier than fifteen (15) months
        and not less than twelve (12) months prior to the expiration of (A) with
        respect
        to the Group 1 Facility(ies), the Fixed Temn or the Extended Term, as
        applicable, (B) with respect to the Group 3 Facilities and Group 4 Facilities,
        the tenth (10th) Lease
        Year of the
        Group 4 Facilities, (C) with respect to the Group 5 Facilities, the tenth
        (10th) Lease
        Year of the Group 5 Facilities, (D) with respect to the Chestnut Hill Facility,
        the tenth (10th) Lease
        Year of the
        Chestnut Hill Facility, (E) with respect to the Beckett Lake Facility, the
        tenth
        (10th)  Lease
        Year of the Beckett
        Lake Facility, (F) with respect to the Group 8 Facilities, the tenth
(10th)
        Lease Year of the
        Group 8 Facilities, and (G) with respect to the Fox Run Facility, the tenth
        (10th) Lease
        Year of the Fox Run Facility; and

       

      
        
          
          

        

        
          -
            10 -

          
            

          

        

        
          
          

        

      

       

      (ii)               delivering
        to Lessor concurrent with such notice a reaffirmation
        of the Guaranty executed by Guarantors stating, in substance, that Guarantors'
        obligations under the Guaranty shall extend to the purchase contract formed
        by
        Lessor and Lessee upon proper and timely exercise of such option. If Lessee
        shall not be entitled to exercise such option (e.g., by reason of an Event
        of
        Default) or shall be entitled to exercise the same but shall fail to do so
        within the time and in the manner herein provided, such option shall lapse
        and
        thereafter not be exercisable by Lessee. No failure by Lessor to notify Lessee
        of any defect in any attempted exercise of the foregoing option shall be
        deemed
        a waiver by Lessor of the right to insist upon Lessee's exercise of such
        option
        in strict accordance with the provisions hereof. In the event that Lessee
        shall
        properly and timely exercise such option, then such transaction shall be
        consummated on or within ten (10) days after the expiration of (a) with respect
        to the Group 1 Facility(ies), the Fixed Term or the Extended Term, as
        applicable, (b) with respect to the Group 3 Facilities and Group 4 Facilities,
        the tenth (10th) Lease
        Year of the
        Group 4 Facilities, (c) with respect to the Group 5 Facilities, the tenth
        (10th) Lease
        Year of the Group 5 Facilities, (d) with respect to the Chestnut Hill Facility,
        the tenth (10th) Lease
        Year of the
        Chestnut Hill Facility, (e) with respect to the Beckett Lake Facility, the
        tenth
        (10th) Lease
        Year of the Beckett Lake Facility, (f) with respect to the Group 8 Facilities,
        the tenth (10th) Lease
        Year of the
        Group 8 Facilities, and (g) with respect to the Fox Run Facility, the tenth
        (10th) Lease
        Year of the Fox Run Facility, but in all cases subject to any delays resulting
        from (1) a cause described in Section 45.1.16 below or (2) Lessor's breach
        of
        its obligations set forth in this Section 35 (the 'Outside Closing
        Date')."

       

      (q)   Exhibits
        and
        Schedules.

       

      (i)            Supplements
        to Exhibit A. Exhibit A-26 attached hereto is hereby appended to and shall
        become part of Exhibit A to the Master Lease.

       

      (ii)            Replacement
        of Exhibit C and Schedule 7.4.1. Exhibit C  and Schedule 7.4.1
to the Original Master Lease (as amended by the Amendments) are
        hereby
        further amended and replaced, in their entirety, with Exhibit C and
Schedule 7.4.1  attached hereto, respectively.

       

      5.           Fox
        Run Facility Capital Renovation Projects.

       

      (a)            Lessor
        shall provide to Lessee the Fox Run Facility Capital Renovation
        Project Allowance as provided for herein in accordance with and subject to
        the
        provisions of this Section 5.

       

      
        
          
          

        

        
          -
            11 -

          
            

          

        

        
          
          

        

      

       

      (b)           Without
        limiting the conditions set forth in clauses (c) through (e) below, Lessor's
        obligation to provide to Lessee any portion or all of the Fox Run Facility
        Capital Renovation Project Allowance as provided for herein is subject to,
        and
        conditioned upon, Lessor and Lessee reasonably agreeing upon the scope, plans
        and specifications, and a detailed final cost budget (as described in clause
        (c)
        below) with respect to the Fox Run Facility Capital Renovation Project(s)
        following the Effective Date. As of the date hereof, the parties have agreed
        upon a preliminary cost budget with respect to the Fox Run Facility Capital
        Renovation Project(s) which is set forth on Appendix A hereto. Such
        preliminary budget shall not, however, be a substitute for the final budget
        which is subject to Lessor's approval as provided below.

       

      (c)           Prior
        to commencing any work relating to the Fox Run Facility Capital Renovation
        Project(s), Lessee shall provide Lessor with the following, each of which
        shall
        be subject to Lessor's reasonable approval: (i) detailed plans and
        specifications for the work to be performed in connection with such Fox Run
        Facility Capital Renovation Project(s), (ii) a detailed final budget to be
        prepared by or for Lessee, which budget shall also provide a detailed cost
        breakdown of all construction costs, (iii) any other detailed budget information
        as Lessor may reasonably request and approve from Lessee; (iv) copies of
        all
        building permits and other authorizations from any applicable governmental
        authorities with jurisdiction required in connection with such Fox Run Facility
        Capital Renovation Project(s); and (v) evidence that Lessee has filed, recorded
        or posted a notice of non-responsibility in favor of Lessor. Lessee covenants
        and agrees that from and after commencement of construction and/or perfoilnance
        of such Fox Run Facility Capital Renovation Project(s), Lessee shall diligently
        prosecute the same to completion in accordance with the terms of the Master
        Lease, as hereby amended, and this Section 5 and satisfy all Disbursement
        Conditions (as defined below) with respect thereto on or before July 31,
        2007
        (the "Outside Date").

       

      (d)            The
        budget described in subsection (c) above shall include, and Lessee shall
        be
        responsible for paying to Lessor, (i) an amount equal to $1,650.00 for each
        site
        visit, but in no event more than one (1) visit (except in the event Lessor
        reasonably determines that more visits are necessary), made by Lessor for
        the
        purpose of inspecting such Fox Run Facility Capital Renovation Project(s)
        work
        (the "Fox Run Facility Capital Renovation Site Review Fees") and (ii) all
        legal
        fees, expenses and disbursements incurred by Lessor in connection with the
        review of diligence materials, documents and other information relating to
        the
        Fox Run Facility Capital Renovation Project(s), including engineering fees,
        accountants and other professional fees (collectively, the "Fox Run Facility
        Capital Renovation Lessor Costs"). The Fox Run Facility Capital Renovation
        Site
        Review Fees and Fox Run Facility Capital Renovation Lessor Costs shall be
        deducted from the portion of the Fox Run Facility Capital Renovation Project
        Allowance prior to disbursement of any portion thereof to Lessee as provided
        in
        Section 5(d) hereof, but for all purposes of the Master Lease, as hereby
        amended, shall be deemed part of the portion of the Fox Run Facility Capital
        Renovation Project Allowance for such Facility disbursed by Lessor as provided
        for herein.

       

      
        
          
          

        

        
          -
            12 -

          
            

          

        

        
          
          

        

      

       

      (e)            The
        Fox Run Facility Capital Renovation Project Allowance (less accrued Fox Run
        Facility Capital Renovation Site Review Fees and the Fox Run Facility
Capital
        Renovation Lessor Costs, in each case applicable thereto) shall be disbursed
        to
        Lessee within fifteen (15)
days after the last
        to occur of (the "Disbursement Conditions"): (i)
        delivery by Lessee to Lessor of evidence satisfactory to Lessor as to the
        Aggregate Costs of the Fox Run Facility Capital Renovation Project(s); (ii)
        completion of all work relating to such Fox Run Facility Capital Renovation
        Project(s) in accordance with the approved plans and specifications therefor,
        including all punch-list items; (iii) delivery by Lessee to Lessor of (A)
        a copy
        of all building permits and/or other authorizations from any applicable
        governmental authorities with jurisdiction, (B) if applicable, a copy of
        the
        certificate of occupancy (or local equivalent) and (C) if applicable, a copy
        of
        a notice of completion showing thereon the recording stamp of the County
        recorder, in each case with respect to such Fox Run Facility Capital Renovation
        Project(s); and (iv) delivery by Lessee to Lessor of evidence reasonably
        satisfactory to Lessor that all of the work performed by Lessee has been
        paid in
        full and that no claim of any mechanic or materialman may become a lien on
        the
        Leased Property of the Fox Run Facility, or any portion thereof, including
        delivery to Lessor of unconditional lien releases executed by all contractors,
        subcontractors and suppliers performing work or supplying materials in
        connection with such Fox Run Facility Capital Renovation Projects. In no
        event
        shall Lessee be entitled to disbursement of all or any portion of the Fox
        Run
        Facility Capital Renovation Project Allowance unless and to the extent that
        Lessee has satisfied the Disbursement Conditions on or prior to the Outside
        Date. In the event that Lessee is not entitled to disbursement of the Fox
        Run
        Facility Capital Renovation Project Allowance, Lessee shall promptly pay
        to
        Lessor, as an Additional Charge, all accrued and unpaid Fox Run Facility
        Capital
        Renovation Site Review Fees and Fox Run Facility Capital Renovation Lessor
        Costs
        within fifteen (15) days
        after Lessor's written request therefor.

       

      6.            Covenant
        of Lessee With Respect to the Health Care License. Without in any way
        diminishing or limiting any of the duties, covenants, and obligations of
        Lessee
        under the Master Lease, as hereby amended, and notwithstanding anything to
        the
        contrary in the Master Lease, as hereby amended, or any of the other Transaction
        Documents, including the Fox Run Facility Contract of Acquisition, Lessee
        hereby
        covenants and agrees that, not later than sixty (60) days after the Effective
        Date, hereof, Lessee shall obtain from the applicable Government Authority
        (as
        defined in the Fox Run Facility Contract of Acquisition) and deliver to Lessor
        a
        validly-issued license to operate the Fox Run Facility for its Primary Intended
        Use and for all other uses (if any) contemplated under the Master Lease,
        including to operate an assisted living facility at the Fox Run Facility,
        in
        confoimance with all Governmental Requirements (as defined in the Fox Run
        Facility Contract of Acquisition). Notwithstanding anything to the contrary
        in
        the Master Lease, as hereby amended, or any of the other Transaction Documents,
        including the Fox Run Facility Contract of Acquisition, a failure by Lessee
        to
        fulfill its obligations under this Section 6 of this Amendment shall constitute
        an Event of Default and a Put Event with respect to the Fox Run Facility
        under
        the Master Lease, as hereby amended.

       

      7.            Representations
        and Warranties of Lessee. As of the Effective Date hereof, each Lessee
        represents and warrants to the Lessor as follows:

       

      (a)            Lessee
        is duly organized and validly existing under the laws of its state
        of
        organization/formation, is qualified to do business and in good standing
        in the
State
        and
        has full power, authority and legal right to execute and deliver this Amendment
        and to perform and observe the provisions of this Amendment to be observed
        and/or performed by Lessee.

       

      
        
          
          

        

        
          -
            13 -

          
            

          

        

        
          
          

        

      

       

      (b)            This
        Amendment has been duly authorized, executed and delivered by Lessee, and
        constitutes and will constitute the valid and binding obligations of Lessee
        enforceable against Lessee in accordance with its terms, except as such
        enforceability may be limited by creditors rights, laws and general principles
        of equity.

       

      (c)            Lessee
        is solvent, has timely and accurately filed all tax returns required to be
        filed
        by Lessee, and is not in default in the payment of any taxes levied or assessed
        against Lessee or any of its assets, or subject to any judgment, order, decree,
        rule or regulation of any governmental authority which would, in each case
        or in
        the aggregate, adversely affect Lessee's condition, financial or otherwise,
        or
        Lessee's prospects or the Leased Property.

       

      (d)           No
        consent, approval or other authorization of, or registration, declaration
        or
        filing with, any governmental authority is required for the due execution
        and
        delivery of this Amendment, or for the performance by or the validity or
        enforceability of this Amendment against Lessee.

       

      (e)           The
        execution and delivery of this Amendment and compliance with the provisions
        hereof will not result in (i) a breach or violation of (A) any Legal Requirement
        applicable to Lessee or any Facility now in effect; (B) the organizational
        or
        charter documents of such party; (C) any judgment, order or decree of any
        governmental authority binding upon Lessee; or (D) any agreement or instrument
        to which Lessee is a counterparty or by which it is bound; or (ii) the
        acceleration of any obligation of Lessee.

       

      8.            Financing
        Statement Amendments. Lessee hereby authorizes Lessor to file such financing
        statement amendments and other documents as may be necessary or desirable
        to
        perfect or continue the perfection of Lessor's security interest in the
        Collateral (including the Collateral relating to the Fox Run
        Facility).

       

      9.            Reaffirmation
        of Master Lease and Treatment Thereof. Lessor and Lessee hereby acknowledge,
        agree and reaffirm that (a) except as otherwise expressly provided in the
        Master
        Lease, as hereby amended, the Master Lease, as hereby amended, is and the
        parties intend the same for all purposes to be treated as a single, integrated
        and indivisible agreement, and (b) the Master Lease, as hereby amended, shall
        be
        treated as an operating lease for all purposes and not as a synthetic lease,
        financing lease or loan, and the Lessor shall be entitled to all of the benefits
        of ownership of the Leased Property, including depreciation for all federal,
        state and land tax purposes.

       

      10.           Full
        Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
        amended, the Master Lease shall remain in full force and effect. This Amendment
        may be executed in any number of counterparts, all of which shall constitute
        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.

       

      
        
          
          

        

        
          -
            14 -

          
            

          

        

        
          
          

        

      

       

      11.            Transfer
        Consideration. Lessor and Lessee acknowledge that (a) the Transfer
        Consideration Facilities currently consist of the Group 1 Facilities and
        the
        Group 2 Facilities only, (b) the Group 3 Facilities, the Group 4 Facilities,
        the
        Group 5 Facilities, the Chestnut Hill Facility, the Beckett Lake Facility,
        the
        Group 8 Facilities and the Fox Run Facility are not deemed Transfer
        Consideration Facilities, and (c) Lessee shall have no obligation to pay
        Transfer Consideration in connection with any Transfer relating to such Group
        3
        Facilities, Group 4 Facilities, Group 5 Facilities, Chestnut Hill Facility,
        Beckett Lake Facility, Group 8 Facilities or Fox Run Facility.

       

      [Signature
        Pages Follow]

       

      
        
          
          

        

        
          -
            15 -

          
            

          

        

        
          
          

        

      

      
         

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

      

      
        


      

      
        	
                LESSOR:

              	
                HEALTH
                  CARE PROPERTY INVESTORS, INC., 

              	 
	 	
                a
                  Maryland corporation 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Sandra Burg

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Eric Stambol

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Eric
                  Stambol

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                WESTMINSTER
                  HCP, LLC, 

              	 
	 	
                a
                  Delaware limited liability company 

              	 
	 	 	 	 
	 	
                By:

              	
                HCPI/Tennessee,
                  LLC,

              	 
	 	 	
                a
                  Delaware limited liability company,

              	 
	 	 	
                its
                  Sole Member

              	 
	 	 	 	 
	 	
                By:

              	
                Health
                  Care Property Investors, Inc.,

              	 
	 	 	
                a
                  Maryland corporation,

              	 
	 	 	
                its
                  Managing Member

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:
                  

              	
                SVP

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Sandra Burg

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Eric Stambol

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Eric
                  Stambol

              	 
	 	
                (print)

              	 


      

      
         

      

      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

              	
                TEXAS
                  HCP HOLDING, L.P.,

              	 
	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 
	 	
                By:

              	
                Texas
                  HCP G.P., Inc.,

              	 
	 	 	
                a
                  Delaware corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Sandra Burg

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                Eric
                  Stambol

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Eric
                  Stambol

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                HCP
                  AL OF FLORIDA, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	
                By:

              	
                Health
                  Care Property Investors, Inc.,

              	 
	 	 	
                a
                  Maryland corporation,

              	 
	 	 	
                its
                  Managing Member

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Sandra Burg

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                /s/
                  Eric Stambol

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Eric
                  Stambol

              	 
	 	
                (print)

              	 


      

      
         

      

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

         

      

      
        	
                LESSEE:

              	
                LH
                  ASSISTED LIVING, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT COBBCO, INC.,

              	 
	 	
                 a
                  California corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

      

      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

         

      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT HILLSBOROUGH, L.L.C.,

              	 
	 	
                a
                  New Jersey limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT OCOEE, INC.,

              	 
	 	
                a
                  Delaware corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

      

      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

         

      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT PORT ORANGE, INC.,

              	 
	 	
                a
                  Delaware corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT PRINCE WILLIAM, INC.,

              	 
	 	
                 a
                  Delaware corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT STAFFORD, L.L.C.,

              	 
	 	
                a
                  New Jersey limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT VOORHEES, L.L.C.,

              	 
	 	
                 a
                  New Jersey limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT WESTMINSTER, INC.,

              	 
	 	
                a
                  Maryland corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT PINELLAS PARK, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-7

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OCALA WEST, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT CY-FAIR ASSOCIATES, L.P.,

              	 
	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 
	 	
                By:

              	
                Summerville
                  at CY-Fair, LLC,

              	 
	 	 	
                a
                  Delaware limited liability company,

              	 
	 	 	
                Its
                  General Partner

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

        
          
            
            

          

          
            S-8

            
              

            

          

          
            
            

          

           

        

      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT FRIENDS WOOD

              	 
	 	
                ASSOCIATES,
                  L.P., a Delaware limited partnership

              	 
	 	 	 	 
	
                 

              	
                
                  By:

                

              	
                Summerville
                  at Friendswood, LLC,

              	 
	 	
                 

              	
                a
                  Delaware limited liability company,

              	 
	 	
                 

              	
                Its
                  General Partner

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT NEW PORT RICHEY, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT LAKELAND, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT ST. AUGUSTINE LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

        
          
            
            

          

          
            S-10

            
              

            

          

          
            
            

          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OCALA EAST, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                 (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT VENICE, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

      

      
        
          
          

        

        
          S-11

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT LAKELAND HILLS

              	 
	 	
                ASSOCIATES,
                  L.P.,

              	 
	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 
	 	
                By:

              	
                Summerville
                  at Lakeland Hills, LLC,

              	 
	 	 	
                a
                  Delaware limited liability company,

              	 
	 	 	
                Its
                  General Partner

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT IRVING ASSOCIATES, L.P.,

              	 
	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 
	 	
                By:

              	
                Summerville
                  at Irving, LLC,

              	 
	 	 	
                a
                  Delaware limited liability company,

              	 
	 	 	
                Its
                  General Partner

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-12

          
            

          

        

        
          
          

        

         

      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT CHESTNUT HILL, LLC, 

              	 
	 	
                a
                  Delaware limited liability company 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  9, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-13

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT CARROLL WOOD,

              	 
	 	
                LLC,
                  a Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT GAINESVILLE, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

        
          
            
            

          

          
            S-14

            
              

            

          

          
            
            

          

        

        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT FOX RUN, LLC, 

              	 
	 	
                a
                  Delaware limited liability company 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

        
          
            
            

          

          
            S-15

            
              

            

          

          
            
            

          

        

         

        CONSENT,
          REAFFIRMATION AND AGREEMENT OF GUARANTOR

      

      
         

        The
          undersigned Guarantor hereby (i) reaffirms all of its obligations under
          the
          Guaranty, (ii) consents to the foregoing Amendment and (iii) agrees that
          (A) its
          obligations under the Guaranty shall extend to Lessee's duties, covenants
          and
          obligations pursuant to the Master Lease, as hereby amended, and (B) the
          Guaranty as hereby reaffirmed and extended shall be for the benefit of
          each
          party comprising Lessor under the Master Lease, as hereby
          amended.

      

      
         

      

      
        	 	
                SUMMERVILLE
                  SENIOR LIVING, INC.,

              	 
	 	
                a
                  Delaware corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                Granger
                  Cobb, President

              	 
	 	 	 	 
	 	
                WITNESSES 

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Carol
                  Phillips

              	 
	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Melanie
                  Werdel

              	 
	 	
                (print)

              	 


      

      
         

         

        S-16