ex10_248.htm


    
      
        

      

    

    Exhibit
      10.24.8

     

    Added
      Facilities:

    [Apopka,
      Florida]

    [Clermont,
      Florida]

    [Morristown,
      Tennessee]

    [Oak
      Ridge, Tennessee]

    [Oviedo,
      Florida]

     

    SEVENTH
      AMENDMENT TO AMENDED

    AND
      RESTATED MASTER LEASE

     

    THIS
      SEVENTH AMENDMENT TO AMENDED AND RESTATED ED MASTER LEASE (this "Amendment")
      is
      made and entered into as of October 2, 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"), and
      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
      each of the Persons whose signatures are affixed hereto and who are identified
      on Appendix A attached hereto and incorporated herein by this reference
      (collectively, and jointly and severally, referred to herein as "Lessee"),
      on
      the other hand, with respect to the following:

     

    RECITALS

     

    A.            HCP,
      Westminster HCP, Texas HCP and HCP AL (collectively, as their interests
      may appear, "Current 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, Gainesville LLC and Fox Run LLC (each as described on
Appendix A attached hereto) (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"), that certain Fifth Amendment to Amended and Restated
      Master Lease dated as of June 1, 2006 (the "Fifth Amendment") and that certain
      Sixth Amendment to Amended and Restated Master Lease dated as of August 1, 2006 (the
      "Sixth
      Amendment," and together with the First Amendment, the Second Amendment, the
      Third Amendment, the Fourth Amendment, and the Fifth Amendment the
      "Amendments"), covering the Leased Property of twenty-six (26) 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.


    
      
        
        

      

      
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    B.  Pursuant
      to the terms 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 Current 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 October 1, 2006 (as the same may be amended or modified
      in accordance with the terms thereof, the "Group 10 Facilities Contract of
      Acquisition"), pursuant to which HCP is, subject to the provisions of Section
      3
      below, purchasing and acquiring from Guarantor (or pursuant to which Guarantor
      is causing to be transferred and conveyed to HCP (or an EAT, as defined and
      further provided for in Section 3 below) on and effective as of the Effective
      Date, the following:

     

    (i)  the
      real
      property located in Apopka, Florida and more particularly described on
Exhibit A-27 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Apopka Facility");

     

    (ii)  the
      real
      property located in Clermont, Florida and more particularly described on
Exhibit A-28 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Clermont Facility");

     

    (iii)  the
      real
      property located in Morristown, Tennessee and more particularly described on
      Exhibit A-29 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Morristown Facility");

     

    (iv)  the
      real
      property located in Oak Ridge, Tennessee and more particularly described on
      Exhibit A-30 attached hereto, together with all improvements and fixtures
      thereon, related rights and certain Personal Property relating thereto (the
      "Oak
      Ridge Facility"); and

     

    (v)        the
      real property located in Oviedo, Florida and more particularly described
      on Exhibit A-31 attached hereto, together with all improvements and
      fixtures thereon, related rights and certain Personal Property relating thereto
      (the "Oviedo Facility").

     

    The
      Apopka Facility, the Clermont Facility, the Morristown Facility, the Oak Ridge
      Facility and Oviedo Facility are sometimes referred to herein, individually,
      as
      a "Group 10 Facility," and collectively, as the "Group 10
      Facilities."


    
      
        
        

      

      
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    D.  Effective
      immediately upon the Effective Date and the Closing Date (as defined in the
      Group 10 Facilities Contract of Acquisition), Lessor desires to add to the
      Leased Property and lease to Lessee, and Lessee desires to lease from Lessor,
      the Group 10 Facilities, and each of them, 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.

     

    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 each of the Group 10 Facilities 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 Group
      10
      Facilities, and each of them.

     

    2.           Joint
      and Several Liability of Lessee. From and after the Effective Date, Wekiwa
      Springs LLC, Oak Park LLC, Lookout Pointe LLC, Oak Ridge LLC and Oviedo LLC
      (each as defined on Appendix A attached hereto) 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.           1031
      Exchange. Lessee acknowledges that HCP may elect to consummatethe
      purchase of the Leased Property of one or more of the Group 10 Facilities as
      a
      reverse like-kind exchange within the meaning of Section 1031 of Code (the
      "Exchange"). If HCP so elects, HCP may enter into a Qualified Exchange
      Accommodation Agreement (the "QEAA") with an "Exchange Accommodation
      Titleholder" (an "EAT") as that term is defined in Internal Revenue Service
      Revenue Procedure 2000-37, 2000-40 I.R.B. 1 (September 15, 2000) for the purpose
      of effectuating such Exchange. In such event, Lessee acknowledges that an EAT,
      rather than HCP, shall take title to the Leased Property of such Group 10
      Facility(ies) and shall lease the Leased Property of each such Group 10
      Facility(ies) to HCP pursuant to a written lease (the "Exchange Lease");
      provided, however, Lessor and Lessee acknowledge and agree that Lessee shall
      have no obligations under such Exchange Lease and Lessee's only duties,
      covenants, obligations and liabilities shall be those set forth in the Lease,
      as
      hereby amended, and in any other Transaction Documents to which Lessee is a
      party. Upon the completion or the termination of such Exchange (which shall
      occur no later than one hundred eighty (180) days after the Effective Date),
      HCP
      or an Affiliate of HCP may elect to either (a) acquire title to the Leased
      Property of such Group 10 Facility(ies), terminate the Exchange Lease and
      continue the Master Lease, as hereby amended, between and among Lessee, as
      "Lessee," and Lessor or certain Affiliates of Lessor, as "Lessor" (as their
      interests may appear) or (b) acquire the equity interests in such EAT, terminate
      the Exchange Lease and cause such EAT to join as a "Lessor" under the
      Master


    
      
        
        

      

      
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    Lease,
      as
      hereby amended, for the purposes of continuing the lease of the Leased Property
      of each such Group 10 Facility(ies) pursuant to the terms of the Master Lease,
      as hereby amended. In either such event, the termination of the Exchange Lease
      shall not result in a termination of the Master Lease, as hereby amended, with
      respect to any of the Group 10 Facilities, and in the event that HCP proceeds
      under clause (b) above, Lessee shall attorn to and recognize the EAT as a
      "Lessor" (as its interests may appear) under the Master Lease, as hereby
      amended. The provisions of this Section 3 shall be self-operative and no further
      instrument shall be required to effect the intent and purposes hereof; provided,
      however, at the request of HCP, at anytime following a termination of the
      Exchange Lease, Lessee shall execute and deliver to Lessor such written
      amendment to the Master Lease, as hereby amended, or other confirmation
      confirming the same.

     

    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/Group 10 Facility
      Capital  Renovation Project(s): With respect to the Fox Run
      Facility and the Group 10 Facilities, 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/Group 10 Facility Capital
      Facility Renovation Project(s) for such Facilities, including all costs of
      design, construction, installation and obtaining all governmental approvals
      and
      permits with respect to such Fox Run Facility/Group 10 Facility Capital
      Renovation Project(s) for such Facilities, the Fox Run Facility/Group 10
      Facility Capital Renovation Site Review Fees for such Facilities and the Fox
      Run
      Facility/Group 10 Facility Capital Renovation Lessor Costs with respect to
      such
      Facilities."

     

    "Apopka
      Facility: That certain Facility located in Apopka, Florida." 

     

    "Clermont
      Facility: That certain Facility located in Clermont, Florida."

     

    "Fox
      Run Facility/Group 10 Facility Capital Renovation Project(s): With respect
      to the Fox Run Facility and the Group 10 Facilities, any capital refurbishment
      to any or all such Facilities, the scope, plans and specifications, and a
      detailed final cost budget of which is to be mutually agreed upon by Lessor
      and
      Lessee after the Effective Date."

     

    "Fox
      Run Facility/Group 10 Facility Capital Renovation
      Project  Allowance: With respect to the Fox Run Facility
      and the Group 10 Facilities, a total aggregate allowance for the Fox Run
      Facility/Group 10 Facility Capital Renovation Project(s) equal to the lesser
      of
      (i) Eight Hundred Fifty Thousand and No/100 Dollars ($850,000.00), or (ii)
      the
      Aggregate Costs of the Fox Run Facility/Group 10 Facility


    
      
        
        

      

      
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    Capital
      Renovation Project(s) with respect to such Facilities. The Fox Run
      Facility/Group 10 Facility Capital Renovation Project Allowance shall be
      allocated to the Fox Run Facility/Group 10 Facility Capital Renovation
      Project(s) at the Fox Run Facility and each of the Group 10 Facilities as
      reasonably determined by Lessee. Lessee shall deliver to Lessor written
      confirmation of such allocation prior to Lessor's disbursement of the Fox Run
      Facility/Group 10 Facility Capital Renovation Project Allowance, or any portion
      thereof. Notwithstanding anything to the contrary in the Master Lease, as
      amended by this Amendment, the portion of the Fox Run Facility/Group 10 Facility
      Capital Renovation Project Allowance allocated to the Fox Run Facility and
      each
      Group 10 Facility shall not count towards the Annual Minimum Capital Project
      Amount with respect to each such Facility, and Lessee's expenditure and
      reimbursement, if any, of all or a portion of the Fox Run Facility/Group 10
      Facility Capital Renovation Project Allowance shall be in addition to the Annual
      Minimum Capital Project Amount with respect to each such Facility."

     

    "Fox
      Run Facility/Group 10 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 Group 10 Facility Closing Date and quoting the rate as of
      that
      date which is two (2) Business Days prior to the Group 10 Facility Closing
      Date,
      plus Three and Thirty Hundredths Percent (3.30%) and (b) Eight and One-Half
      Percent (8.5%)."

     

    "Fox
      Run Facility/Group 10 Facility Capital Renovation Site Review Fees:
As defined in Section 5 of this Amendment."

     

    "Group
      10 Facilities Contract of Acquisition: As defined in Recital C of this
      Amendment."

     

    "Group
      10 Facility(ies): Each of those Facilities identified as a Group 10 Facility
      on Exhibit C attached hereto."

     

    "Group
      10 Facility Escalator: An amount equal to Three Percent
      (3.0%)."

     

    "Group
      10 Facility Partial Lease Year CPI Increase: For purposes of determining the
      Group 10 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
      applicable GrOup 10 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."

     

    "Group
      10 Facility Purchase Price: With respect to each Group 10 Facility at any
      given time, the sum of:

     

    (i)            the
      Allocated Initial Investment with respect to such Group 10 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 (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 Group 10 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 Group 10 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) the 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 Group 10 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).

     

    For
      purposes of this definition of "Group 10 Facility Purchase Price," "Fixed
      Adjustment Factor" shall mean Three Percent (3%); provided, however, that if
      the
      closing of Lessee's purchase of the Leased Property of the applicable Group
      10
      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 Percent (3%) 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)."

     

    "Group
      10 Facility Put Event Price: With respect to any Group 10 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 applicable Group 10 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 the applicable Group 10 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 Group 10 Facility Escalator shall be an amount equal to Three
      Percent (3.0%) 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)."


    
      
        
        

      

      
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    "Morristown
      Facility: That certain Facility located in Morristown, Tennessee."

     

    "Oak
      Ridge Facility: That certain Facility located in Oak Ridge, Tennessee."

     

    "Oviedo
      Facility: That certain Facility located in Oviedo, Florida."

     

    (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:

     

    Annual
      Minimum Capital Project Amount: With respect to each Group 10 Facility,
      during each Lease Year with respect to such Group 10 Facility, the following
      amounts:

     

    (i)       
      With
      respect to the Apopka Facility, $27,200.00;

     

    (ii)  With
      respect to the Clermont Facility, $24,400.00;

     

    (iii)  With
      respect to the Morristown Facility, $22,400.00;

     

    (iv)  With
      respect to the Oak Ridge Facility, $30,400.00;

     

    (v)   With
      respect to the
      Oviedo Facility, $26,400.00.

     

    Notwithstanding
      the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
      Capital Project Amount for each Group 10 Facility represents an amount equal
      to
      (A) the number of licensed units located at such Group 10 Facility
times  (B) Four Hundred Dollars ($400.00). In the event that
      the number of licensed units for any Group 10 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 Group 10 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 Group 10 Facility times (2) Four
      Hundred Dollars ($400.00).

     

    Annual
      Minimum Capital Project Amount Overage: With respect to each Group 10
      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
      Group 10 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
      Group 10 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 Group 10 Facility for such prior two (2) Lease Year
      period.


    
      
        
        

      

      
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    Capital
      Additions. With respect to the Fox Run Facility and each of the Group 10
      Facilities, each applicable Fox Run Facility/Group 10 Facility Capital
      Renovation Project shall at all times be deemed a Capital Addition for purposes
      of the Master Lease, as hereby amended, for such Facility.

     

    Capital
      Addition Costs. With respect to the Fox Run Facility and each of the Group
      10 Facilities, each applicable portion of the Fox Run Facility/Group 10 Facility
      Capital Renovation Project Allowance allocated to each such Facility as provided
      for herein shall be treated for all purposes as Capital Addition Costs financed
      and paid for by Lessor under the Master Lease, as hereby amended, for such
      Facility.

     

    Deed:
      With respect to each Group 10 Facility, "Deed" as defined in the Group
      10
      Facilities Contract of Acquisition.

     

    Fair
      Market Rental: With respect to each Group 10 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, the Group 8 Facilities and the Fox Run Facility but
      in
      each instance relating to such Group 10 Facility.

     

    Lease
      Year: With respect to each Group 10 Facility, the first Lease Year for such
      Group 10 Facility shall be the period commencing on the applicable Restatement
      Date with respect to such Group 10 Facility and ending August 31, 2007, and
      each
      subsequent Lease Year for any Group 10 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 each Group 10 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 Term for such Facility.

     

    Restatement
      Date: With respect to each Group 10 Facility, the Effective Date of this
      Amendment, which shall also be the commencement date of the Master Lease, as
      hereby amended, with respect to each such Group 10 Facility.

     

    Transaction
      Documents: The meaning given to such term in the Original Master Lease (as
      amended by the Amendments), together with this Amendment and the Group 10
      Facilities 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 "6.1%" 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 "5.4%."


    
      
        
        

      

      
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    (e)    Leased
      Property; Term. The phrase "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" 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, the Fox Run Facility and the Group 10 Facilities, the applicable
      Restatement Date."

     

    (f)    Minimum
      Rent for the Group 10 Facilities. With respect to each Group 10
      Facility:

     

    (i)    Subject
      to the upward adjustments as provided in clause (ii) below, for the period
      from
      the Effective Date through the expiration of the first (1st) Lease
      Year with
      respect to such Group 10 Facility, Lessee shall pay to Lessor as monthly
      "Allocated Minimum Rent" for such Group 10 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 Group 10 Facility on Exhibit C to the Master Lease, as hereby
      amended. The first monthly payment of Allocated Minimum Rent for each such
      Group
      10 Facility shall be payable on the Effective Date (prorated as to any partial
      calendar month at the beginning of the Term with respect to each such
      Facility).

     

    (ii)    The
      Allocated Minimum Rent with respect to each Group 10 Facility shall be increased
      automatically upon the date of disbursement (if any) of the portion of the
      Fox
      Run Facility/Group 10 Facility Capital Renovation Project Allowance allocated
      to
      such Facility, to be equal to the sum of (1) the monthly Allocated Minimum
      Rent
      in effect immediately prior to such disbursement date, plus (2) that
      amount equal to one-twelfth (1/12th) of the
      product of
      (x) the portion of the Fox Run Facility/Group 10 Facility Capital Renovation
      Project Allowance allocated to such Facility, times (y) the Fox Run
      Facility/Group 10 Facility Capital Renovation Project Allowance Lease Rate.
      Such
      monthly Allocated Minimum Rent as so increased for such Facility shall remain
      in
      effect for the balance of the then current Lease Year with respect to such
      Facility. To the extent such increase does not occur on the first (1st) day
      of a
      calendar month, then such increase for the applicable month in which the same
      occurs shall be prorated for such month.

     

    (iii)    Subject
      to upward adjustments as provided in clause (ii) above, commencing upon the
      expiration of the first (1st) Lease
      Year for
      each Group 10 Facility and upon the expiration of each Lease Year thereafter
      during the Fixed Term for such Group 10 Facility, the then current monthly
      Allocated Minimum Rent for such Group 10 Facility for such Lease Year shall
      be
      increased by an amount equal to the Group 10 Facility Escalator.

     

    (iv)    For
      the
      first (1st) Lease
      Year of
      each Extended Term for each Group 10 Facility, if any, the monthly Allocated
      Minimum Rent for such Group 10 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 Group 10 Facility during the last Lease
      Year of the immediately preceding Term, as increased by the Group 10 Facility
      Escalator.

    

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

     

    (v)    Commencing
      upon the expiration of the first (0) Lease Year of each Extended Term, if any,
      for each Group 10 Facility and upon the expiration of each Lease Year thereafter
      during such Extended Term, the then current monthly Allocated Minimum Rent
      for
      such Group 10 Facility shall be increased by an amount equal to the Group 10
      Facility Escalator.

     

    (vi)    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 any Group 10
      Facility pursuant to clauses (ii), (iii), and (iv) above.

     

    (vii)    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)    Additional
      Increases in Minimum Rent for the Fox Run Facility. Notwithstanding anything
      to the contrary contained in the Master Lease, as hereby amended, including
      in
      Section 4(f) of the Sixth Amendment, the Allocated Minimum Rent with respect
      to
      the Fox Run Facility shall be increased automatically upon the date of
      disbursement (if any) of the portion of the Fox Run Facility/Group 10 Facility
      Capital Renovation Project Allowance allocated to such Facility, to be equal
      to
      the sum of (1) the monthly Allocated Minimum Rent in effect immediately prior
      to
      such disbursement date, plus (2) that amount equal to one-twelfth
      (1/12th) of the
      product of (x) the portion of the Fox Run Facility/Group 10 Facility Capital
      Renovation Project Allowance allocated to such Facility, times (y) the
      Fox Run Facility/Group 10 Facility Capital Renovation Project Allowance Lease
      Rate. Such monthly Allocated Minimum Rent as so increased for such Facility
      shall remain in effect for the balance of the then current Lease Year with
      respect to such Facility. To the extent such increase does not occur on the
      first (1st) day
      of a
      calendar month, then such increase for the applicable month in which the same
      occurs shall be prorated for such month. In addition, the provisions of Section
      4(f)(i) and (ii) of the Sixth Amendment shall be subject to the upward
      adjustment set forth in this Section 4(g).

     

    (h)           Fox
      Run Capital Renovation Project Allowance. Lessor and Lessee hereby agree
      that, notwithstanding anything to the contrary contained in the Master Lease,
      as
      hereby amended, including in Section 5 of the Sixth Amendment, Lessor and Lessee
      hereby acknowledge and agree that the Fox Run Facility/Group 10 Facility Capital
      Renovation Project Allowance shall replace, supersede and be in lieu of the
      Fox
      Run Capital Renovation Project Allowance. Accordingly, Section 5 of the Sixth
      Amendment is hereby deleted in its entirety each of the defined terms "Aggregate
      Costs of the Fox Run Facility Capital Renovations Project(s)," "Fox Run Facility
      Capital Renovation Project(s)," "Fox Run Facility Capital Renovation Project
      Allowance," "Fox Run Facility Capital Renovation Project Allowance Lease Rate,"
      "Fox Run Facility Capital Renovation Site Review Fees" and "Fox Run Facility
      Renovation Lessor Costs," appearing in Section 4(a) of the Sixth Amendment
      shall
      be deleted in their entireties.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (i)    Condition
      of the Leased Property. The phrase "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" 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, the Fox Run Facility and the Group 10 Facilities, the
      applicable Restatement Date," in each instance.

     

    (j)    Maintenance
      and Repair. The phrase "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" 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, the Fox Run Facility and the
      Group 10 Facilities, the applicable Restatement Date."

     

    (k)    Capital
      Projects. The phrases "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 Facilities
      or
      Fox Run 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, Fox Run Facility and Group 10
      Facilities" and "Group 3 Facility, Group 4 Facility, Group 5 Facility, Chestnut
      Hill Facility, Beckett Lake Facility, Group 8 Facility, Fox Run Facility or
      Group 10 Facility" respectively, in each instance.

     

    (1)            Liens.
      The phrase "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" 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, the Fox Run Facility and the Group 10
      Facilities, the applicable Restatement Date, with respect to such Group 3
      Facility, Group 4 Facility, Group 5 Facility, Chestnut Hill Facility, Group
      8
      Facility, Fox Run Facility and Group 10 Facility."

     

    (m)           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 any Group 10 Facility shall be the Group 10 Facility Purchase Price
      immediately prior to such damage or destruction.

     

    (n)    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
      any Group 10 Facility, subject to the rights of Facility Mortgagees, no less
      than the applicable Group 10 Facility Purchase Price immediately prior to the
      institution of the Condemnation.


    
      
        
        

      

      
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    (o)            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, the Group 8 Facilities Contract of
      Acquisition and/or the Fox Run Facility 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, the Fox Run Facility Contract of Acquisition
      and/or the Group 10 Facilities Contract of Acquisition."

     

    (p)            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 a Group
      10
      Facility following a Put Event pursuant to such Section shall be equal to the
      applicable Group 10 Facility Put Event Price for such Facility, 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 Group 10 Facility.

     

    (q)    Quiet
      Enjoyment. The phrase "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" 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, the Fox Run Facility or the
      Group 10 Facilities, the applicable Restatement Date."

     

    (r)    
Lessee's
      Option to Purchase.

     

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

     

    "35.1.8    Group
      10
      Facilities. Provided no Event of Default has occurred
      and is continuing hereunder, Lessee shall have the option to purchase the Leased
      Property of all (but not less than all) of the Group 10 Facilities upon the
      expiration of the tenth (10th) Lease
      Year of the
      Group 10 Facilities, for an amount equal to the sum of the applicable Group
      10
      Facility Purchase Price for all of the Group 10 Facilities."

     

    (ii)    A
      new
      Section 35.1.9 is added to the Original Master Lease to read, in its entirety,
      as follows:


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    "35.1.9    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,
      35.1.7 and/or 35.1.8 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), (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), and (8)
      with respect to the Group 10 Facilities, the Group 10 Facility Purchase Price
      for all of the Group 10 Facilities (as reasonably estimated by Lessor with
      respect to any Group 10 Facility for which the Group 10 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
      Term
      or the Extended Term, as applicable, (B) with respect to the Group 3 Facilities
      and Group 4 Facilities, the tenth (10`11) 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 (10111) 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, (G) with respect to the Fox Run Facility, the tenth (10th) Lease
      Year of the
      Fox Run Facility and (H) with respect to the Group 10 Facilities, the tenth
      (10th)
      Lease Year of the Group 10 Facilities; and

    

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    (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, (g) with respect to the Fox Run Facility, the tenth (10th) Lease
      Year of the
      Fox Run Facility and (h) with respect to the Group 10 Facilities, the tenth
      (10th) Lease
      Year of the Group 10 Facilities, 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')."

     

    (s)            Exhibits
      and Schedules.

     

    (i)    Supplements
      to Exhibit A. Exhibits A-27 through A-31

     

    attached
      hereto are 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/Group 10
      Facility Capital Renovation Projects


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (a)  Lessor
      shall provide to Lessee the Fox Run Facility/Group 10 Facility Capital
      Renovation Project Allowance as provided for herein in accordance with and
      subject to the provisions of this Section 5.

     

    (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/Group
      10 Facility Capital Renovation Project Allowance allocated to the Fox Run
      Facility or any Group 10 Facility 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/Group 10 Facility Capital Renovation
      Project(s) for the Fox Run Facility and the Group 10 Facilities following the
      Effective Date.

     

    (c)  Prior
      to
      commencing any work relating to the Fox Run Facility/Group 10 Facility Capital
      Renovation Project(s) for the Fox Run Facility or any Group 10 Facility, 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/Group 10 Facility
      Capital Renovation Project(s) for such Facility, (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/Group 10 Facility Capital Renovation Project(s) for such Facility;
      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 performance of such Fox Run
      Facility/Group 10 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 September 30,
      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 per Facility for each of the Fox Run Facility and the Group 10 Facilities,
      but in no event more than one (1) visit (except in the event Lessor reasonably
      determines that more visits are necessary) per each such Facility, made by
      Lessor for the purpose of inspecting such Fox Run Facility/Group 10 Facility
      Capital Renovation Project(s) work with respect to such Facility (collectively,
      the "Fox Run Facility/Group 10 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/Group 10 Facility Capital
      Renovation Project(s) for such Facility, including engineering fees, accountants
      and other professional fees (collectively, the "Fox Run Facility/Group 10
      Facility Capital Renovation Lessor Costs"). The Fox Run Facility/Group 10
      Facility Capital Renovation Site Review Fees with respect to the Fox Run
      Facility and each of the Group 10 Facilities and Fox Run Facility/Group 10
      Facility Capital Renovation Lessor Costs with respect to the Fox Run Facility
      and each of the Group 10 Facilities shall be deducted from the portion of the
      Fox Run Facility/Group 10 Facility Capital Renovation Project Allowance
      allocated to such Facility prior to disbursement of any portion thereof to
      Lessee as provided in Section 5(e) hereof, but for all purposes of the Master
      Lease, as hereby amended, shall be deemed part of the portion of the Fox Run
      Facility/Group 10 Facility Capital Renovation Project Allowance for such
      Facility disbursed by Lessor and allocated to each such Facility as provided
      for
      herein.

    

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    (e)             The
      Fox Run Facility/Group 10 Facility Capital Renovation ProjectAllowance
      (less accrued Fox Run Facility/Group 10 Facility Capital Renovation Site Review
      Fees and the Fox Run Facility/Group 10 Facility Capital Renovation Lessor Costs,
      in each case applicable thereto) allocated to the Fox Run Facility and each
      of
      the Group 10 Facilities as provided herein 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/Group 10 Facility Capital Renovation
      Project(s) for such Facility; (ii) completion of all work relating to such
      Fox
      Run Facility/Group 10 Facility Capital Renovation Project(s) for such Facility
      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/Group 10 Facility Capital Renovation
      Project(s) for such Facility; 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 such 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/Group 10 Facility Capital Renovation
      Project(s) for such Facility. In no event shall Lessee be entitled to
      disbursement of all or any portion of the Fox Run Facility/Group 10 Facility
      Capital Renovation Project Allowance allocated to such Facility 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/Group 10 Facility Capital Renovation Project Allowance,
      Lessee shall promptly pay to Lessor, as an Additional Charge, all accrued and
      unpaid Fox Run Facility/Group 10 Facility Capital Renovation Site Review Fees
      and Fox Run Facility/Group 10 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 Licenses. 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 Group 10 Facilities 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 Group 10 Facilities Contract of Acquisition) and
      deliver to Lessor a validly-issued license to operate each Group 10 Facility
      for
      its Primary Intended Use and for all other uses (if any) contemplated under
      the
      Master Lease in conformance with all Governmental Requirements (as defined
      in
      the Group 10 Facilities Contract of Acquisition). Notwithstanding anything
      to
      the contrary in the Master Lease, as hereby amended, or any of the other
      Transaction Documents, including the Group 10 Facilities 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 each Group 10 Facility under the Master Lease, as hereby
      amended.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    7.              Covenant
      of Lessee With Respect to Parking Requirements. Lessor and Lessee
      acknowledge and agree that, as of the Effective Date, the Oak Ridge Facility
      and
      Oviedo Facility may not be in compliance with certain applicable Legal
      Requirements relating to parking, as more fully described on Appendix B
attached hereto. 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 Group
      10 Facilities Contract of Acquisition, Lessee hereby covenants and agrees that,
      not later than seventy-five (75) days after the Effective Date, Lessee shall
      take any and all measures necessary to address the deficiencies identified
      on
Appendix B attached hereto and to otherwise bring each of the Oviedo
      Facility and the Oak Ridge Facility into compliance with all applicable parking
      requirements, which such measures shall include, but not necessarily be limited
      to, re-striping and/or reconfiguring existing parking spaces located at the
      Oak
      Ridge Facility and the Oviedo Facility to accommodate additional parking spaces
      at such Facilities.

     

    8.              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.

     

    (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.

    

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

     

    (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.

     

    9.              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 Group 10
      Facilities).

     

    10.               
      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 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.

     

    11.             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.

     

    12.             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, the Fox Run Facility and the Group 10 Facilities 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, Fox Run
      Facility or Group 10 Facilities.

     

    [Signature
      Pages Follow]


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
       

    

    
      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-19

          
            

          

        

        
          
          

        

      

      


      
        	
                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-20

          
            

          

        

        
          
          

        

         

      

      
        	
                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-21

          
            

          

        

        
          
          

        

         

      

      
        	
                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-22

          
            

          

        

        
          
          

        

         

      

      
        	
                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-23

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                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-24

          
            

          

        

        
          
          

        

      

      


      
        	
                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-25

          
            

          

        

        
          
          

        

      

      


      
        	
                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-26

            
              

            

          

          
            
            

          

           

        

      

      
        	
                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-27

          
            

          

        

        
          
          

        

      

      


      
        	
                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-28

            
              

            

          

          
            
            

          

        

      

      


      
        	
                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-29

          
            

          

        

        
          
          

        

      

      


      
        	
                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-30

          
            

          

        

        
          
          

        

         

      

      
        	
                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-31

          
            

          

        

        
          
          

        

      

       

      
        	
                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-32

            
              

            

          

          
            
            

          

        

        


      

      
        	
                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)

              	 


      

      
        
          
            	 	 	 	 
	 	
                    SUMMERVILLE
                      AT WEKIWA SPRINGS, 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-33

              
                

              

            

            
              
              

            

          

          
            
               

              
                	
                        LESSEE
                          (Continued):

                      	
                        
                          SUMMERVILLE
                            AT OAK 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)

                      	 
	 	 	 	 
	 	
                        
                          THE
                            TERRACE AT LOOKOUT POINTE 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-34

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    	
                            LESSEE
                              (Continued):

                          	
                            
                              
                                THE
                                  ESTATES OF OAK RIDGE 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 OVIEDO 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-35

              
                

              

            

            
              
              

            

          

          
             

          

        

        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-36