ex10_245.htm


    
      
        

      

    

    Exhibit
      10.24.5


    FOURTH
      AMENDMENT TO AMENDED AND RESTATED MASTER

    LEASE
      AND CONSOLIDATION AND RESTATEMENT OF

    BECKETT
      LAKE FACILITY MASTER LEASE

     

    THIS
      FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AND CONSOLIDATION AND
      RESTATEMENT OF BECKETT LAKE FACILITY MASTER LEASE (this "Amendment") is made
      and
      entered into as of May 24, 2006 (the "Effective Date"), by and among HEALTH
      CARE
      PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP,
      LLC,
      a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING,
      L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC,
      a
      Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas
      HCP,
      and HCP AL shall be referred to herein, collectively, as their interests may
      appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware
      limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a
      California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C.,
      a
      New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE,
      INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC.,
      a
      Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT PRINCE WILLIAM, INC.,
      a Delaware corporation ("Prince William Inc."), SUMMERVILLE AT STAFFORD, L.L.C.,
      a New Jersey limited liability company ("Stafford LLC"), SUMMERVILLE AT
      VOORHEES, L.L.C., a New Jersey limited liability company ("Voorhees LLC"),
      SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation ("Westminster Inc."),
      SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited liability company
      ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware limited liability
      company ("Ocala West LLC"), SUMMERVILLE AT CY-FAIR ASSOCIATES, L.P., a Delaware
      limited partnership ("Cy-Fair LP"), SUMMERVILLE AT FRIENDSWOOD ASSOCIATES,
      L.P.,
      a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE AT NEW PORT
      RICHEY, LLC, a Delaware limited liability company ("New Port Richey LLC"),
      SUMMERVILLE AT LAKELAND, LLC, a Delaware limited liability company ("Lakeland
      LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited liability company
      ("St. Augustine LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware limited
      liability company ("Ocala East LLC"), SUMMERVILLE AT VENICE, LLC, a Delaware
      limited liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND HILLS
      ASSOCIATES, L.P., a Delaware limited partnership ("Lakeland Hills LP"),
      SUMMERVILLE AT IRVING ASSOCIATES, L.P., a Delaware limited partnership ("Irving
      LP"), SUMMERVILLE AT CHESTNUT HILL, LLC, a Delaware limited liability company
      ("Chestnut Hill LLC"), and SUMMERVILLE 9, LLC, a Delaware limited liability
      company ("Summerville 9") (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, and Summerville 9 shall be collectively,
      and
      jointly and severally, referred to herein as "Lessee"), on the other hand,
      with
      respect to the following:


    
      
        
        

      

      
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    RECITALS

     

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

     

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

     

    C.           
      HCP, as "Lessor," and Summerville 9, as "Lessee", are parties to that certain
      Master Lease dated as of July 1, 2005, together with that certain Capital
      Addition Project Work Letter of even date therewith and attached thereto as
      Exhibit F (collectively, the "Beckett Lake Facility Master Lease"), covering
      the
      Leased Property (the "Leased Property", as defined in the Beckett Lake Facility
      Master Lease) of an assisted living care facility located in Clearwater,
      Florida, and more commonly known as the Beckett Lake Lodge
      Facility.

     

    D.           
      Pursuant to the twins of that certain Guaranty of Obligations dated as of
      July 1,
      2005
      (as the same may have been amended or reaffirmed from time to time in writing,
      the "Beckett Lake Facility Guaranty"), made by Summerville Investors, LLC,
      a
      Delaware limited liability company ("Beckett Lake Facility Guarantor") in favor
      of HCP, Beckett Lake Facility Guarantor guaranteed the obligations of
      Summerville 9 under the Beckett Lake Facility Master Lease, all as more
      particularly described therein.

     

    E.          
        Effective immediately upon the Effective Date, (i) Lessor and Lessee
      desire to amend and restate the Beckett Lake Facility Master Lease to
      consolidate the same into the Master Lease and, accordingly, Lessor desires
      to
      add the Beckett Lake Facility to the Leased Property under the Master Lease
      and
      lease the same to Lessee, and Lessee desires to lease the same from Lessor;
      and
      (ii) HCP and Summerville 9 desire to release the Beckett Lake Facility Guarantor
      from all obligations under the Beckett Lake Facility Guaranty which accrue
      after
      the Effective Date, each subject to the terms and conditions set forth
      herein.

     

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


    
      
        
        

      

      
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    AMENDMENT

     

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

     

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

     

    2.            
      Joint and Several Liability of Lessee. From and after the Effective Date,
      Summerville 9 shall (i) be jointly and severally liable for all of the
      obligations of the "Lessee" under the Master Lease, as hereby amended, and
      (ii)
      assume jointly and severally with Current Lessee, all obligations of "Lessee"
      arising under the Master Lease, as hereby amended, on, prior to or after the
      Effective Date.

     

    3.            
      [Intentionally Omitted]

     

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

     

    (a)           New
      Definitions. Except as otherwise expressly provided or unless

     

    the
      context otherwise requires, for all purposes of the Master Lease, as hereby
      amended, the terms defined in this Section 4(a) shall have the meanings assigned
      to them as provided below and shall be added to Article II of the Original
      Master Lease (as amended by the First Amendment, the Second Amendment and the
      Third Amendment) to read, in their entireties, as follows:

     

    "Beckett
      Lake Facility: That certain Facility located in Clearwater,
      Florida."

     

    "Beckett
      Lake Facility Buyer's Transaction Costs: The "Buyer's Transaction Costs" as
      defined in the Beckett Lake Facility Contract of Acquisition."

     

    "Beckett
      Lake Facility Capital Addition Project: The 'Capital Addition Project' as
      defined in the Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Capital Addition Project Completion Date: The `Completion
      Date' as defined in the Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Capital Addition Project Costs: The 'Capital Addition Project
      Costs' as defined in the Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Capital Addition Rent Reset Date: The earliest of (i) the
      Beckett Lake Facility Capital Addition Project Completion Date and (ii) the
      Beckett Lake Facility Outside Completion Date, irrespective of whether the
      Beckett Lake Facility Capital Addition Project has been commenced or
      completed."


    
      
        
        

      

      
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    "Beckett
      Lake Facility Contract of Acquisition: That certain contract of acquisition
      dated July 1, 2005, by and between HCP, as 'Buyer', and Summerville 9, as
      `Seller', with respect to the Beckett Lake Facility."

     

    "Beckett
      Lake Facility Escalator: An amount equal to the greater of (i) Seventy-Five
      Percent (75%) of the applicable CPI Increase or (ii) Two and Three-Quarters
      Percent (2.75%)."

     

    "Beckett
      Lake Facility Excess Land Carry Allowance: The 'Excess Land Carry Allowance'
      as defined in the Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Excess Land Cost: The 'Excess Land Cost' as defined in the
      Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Excess Land Cost Rent Reset Date: The earliest of (i) the
      Beckett Lake Facility Capital Addition Project Completion Date and (ii) July
      1,
      2007, irrespective of whether the Beckett Lake Facility Capital Addition Project
      has been commenced or completed."

     

    "Beckett
      Lake Facility Guaranty: As defined in the Recitals to this Amendment to the
      Master Lease."

     

    "Beckett
      Lake Facility Master Lease: As defined in the Recitals to this Amendment to
      the Master Lease."

     

    "Beckett
      Lake Facility Outside Completion Date: The 'Outside Completion Date' as
      defined in the Beckett Lake Facility Work Letter."

     

    "Beckett
      Lake Facility Purchase Price: The sum of (i) the Allocated Initial
      Investment with respect to the Beckett Lake Facility, as increased each Lease
      Year from and after the applicable Original Lease Commencement Date for such
      Facility by 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 (1s1) day
      of a Lease
      Year with respect to such Facility), plus (ii) the Beckett Lake Facility
      Excess Land Cost and Beckett Lake Facility Excess Land Carry Allowance, each
      as
      increased each Lease Year commencing upon the expiration of the first (15t) Lease
      Year
      immediately following the Beckett Lake Facility Excess Land Cost Rent Reset
      Date, and upon the expiration of each Lease Year thereafter, by 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), plus (iii) all Beckett Lake Facility
      Capital Addition Project Costs (other than the Beckett Lake Facility Excess
      Land
      Cost and Beckett Lake Facility Excess Land Carry Allowance) paid, funded or
      accrued by Lessor under the Beckett Lake Facility Work Letter, as increased
      each
      Lease Year commencing upon the expiration of the first (15t) Lease
      Year
      immediately following the Beckett Lake Facility Capital Addition Rent Reset
      Date, and upon the expiration of each Lease Year thereafter, by 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). For purposes of this definition of "Beckett
      Lake 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 Beckett Lake 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)."


    
      
        
        

      

      
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    "Beckett
      Lake Facility Put Event Price: The Beckett Lake Facility Purchase
      Price."

     

    "Beckett
      Lake Facility Rent Reset Lease Rate: On and as of the Beckett Lake Facility
      Capital Addition Rent Reset Date, the greater of (i) 8.75% and (ii) the ten-year
      U.S. Treasury Note rate published in the Wall Street Journal
five (5) Business
      Days prior to the Beckett Lake Facility Capital
      Addition Rent Reset Date and quoting the rate as of the immediately prior
      Business Day, plus 4.25%."

     

    "Beckett
      Lake Facility Work Letter: The Capital Addition Project Work Letter (Beckett
      Lake Facility) of even date herewith by and between Lessor and Lessee, and
      attached hereto as Appendix A and incorporated herein by this
      reference."

     

    (b)           Supplemented
      Definitions. The following definitions appearing in Article II of the
      Original Master Lease (as amended by the First Amendment, the Second Amendment
      and the Third Amendment) shall be supplemented as follows:

     

    Annual
      Minimum Capital Project Amount: With respect to the Beckett Lake Facility,
      during each Lease Year with respect to such Facility, Forty-Six Thousand Four
      Hundred Dollars ($46,400.00). Notwithstanding the foregoing, Lessor and Lessee
      acknowledge that the initial Annual Minimum Capital Project Amount for the
      Beckett Lake Facility represents an amount equal to (A) the number of licensed
      units and/or beds located at such Facility times (B) Four Hundred Dollars
      ($400.00). In the event that the number of licensed units for the Beckett Lake
      Facility is increased or decreased in accordance with the terms of the Master
      Lease, as hereby amended, including any increase attributable to the Beckett
      Lake Facility Capital Addition Project, the Annual Minimum Capital Project
      Amount for such Facility shall be increased, or decreased, as applicable, by
      an
      amount equal to (1) the number of such licensed units increased or decreased
      at
      such Facility times (2) Four Hundred Dollars ($400.00).

     

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


    
      
        
        

      

      
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    Fair
      Market Rental: With respect to the Beckett Lake 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 and the Chestnut Hill Facility,
      but in each instance relating to the Beckett Lake Facility.

     

    Lease
      Year: With respect to the Beckett Lake Facility, the first Lease Year for
      such Facility shall be the period commencing on the applicable Restatement
      Date
      with respect to such Facility and ending on the day immediately prior to the
      next occurring Lease Year Reference Date, and each subsequent Lease Year for
      the
      Beckett Lake Facility shall be each period of twelve (12) full calendar months
      after the last day of the prior Lease Year; provided, however, that the last
      Lease Year for the Beckett Lake 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.

     

    Minimum
      Repurchase Price: With respect to the Beckett Lake Facility, the Minimum
      Repurchase Price shall be equal to the Beckett Lake Facility Purchase
      Price.

     

    Original
      Lease Commencement Date: With respect to the Beckett Lake Facility, the
      "Original Lease Commencement Date" as set forth on Exhibit C to the
      Master Lease, as hereby amended.

     

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

     

    (c)           Definition
      of Lessee. The definition of "Lessee" appearing in Article II of the
      Original Master Lease (as amended and restated pursuant to the First Amendment,
      the Second Amendment and the Third Amendment) 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 "7.7%" appearing in the definition of "Letter of Credit Amount"
      in
      Article II of the Original Master Lease (as amended and restated pursuant to
      the
      First Amendment, the Second Amendment and the Third Amendment) shall read
      "7.1%". In addition, Lessor and Lessee hereby acknowledge and agree that HCP
      shall release and return to Summerville 9 the cash security deposit of
      $323,837.75 previously deposited by Summerville 9 with HCP pursuant to
      Summerville 9's obligations under Article XXI of the Beckett Lake Facility
      Master Lease.


    
      
        
        

      

      
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    (e)           Leased
      Property; Term. The phrase "Group 1 Facilities and Group 2 Facilities, the
      Original Lease Commencement Date" appearing in the last paragraph of Article
      I
      of the Original Master Lease (as amended by the First Amendment, the Second
      Amendment and the Third Amendment) is hereby amended to read "Group 1
      Facilities, the Group 2 Facilities and the Beckett Lake Facility, the Original
      Lease Commencement Date." In addition, the phrase "Original Leases or hereunder"
      appearing in the last paragraph of Article I of the Original Master Lease (as
      amended by the First Amendment, the Second Amendment and the Third Amendment)
      is
      hereby amended to read "Original Leases, the Beckett Lake Master Lease or
      hereunder."

     

    (f)           Minimum
      Rent. With respect to the Beckett Lake Facility:

     

    (i)           
       Subject to upward adjustment pursuant to clauses (ii), (iii) and (iv)
      below, for the period from the Effective Date through the expiration of the
      first (1st) Lease
      Year with
      respect to the Beckett Lake Facility, Lessee shall pay to Lessor as monthly
      "Allocated Minimum Rent" for the Beckett Lake 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
      the Beckett Lake Facility on Exhibit C to the Master Lease, as hereby
      amended. The first monthly payment of Allocated Minimum Rent for the Beckett
      Lake Facility shall be payable on the Effective Date (prorated as to any partial
      calendar month at the beginning of the Term with respect to such Facility);
      to
      the extent any "Rent" (as defined in the Beckett Lake Facility Master Lease)
      has
      been paid in advance to HCP by Summerville 9 and any portion of such "Rent"
      is
      applicable to a period extending into the Term of the Master Lease, as hereby
      amended, the applicable portion of such amounts paid shall be credited to the
      total amount payable by Lessee as Allocated Minimum Rent for the Beckett Lake
      Facility on the Effective Date; and

     

    (ii)          
       Effective as of the Beckett Lake Facility Excess Land Cost Rent Reset
      Date, the then monthly Allocated Minimum Rent with respect to the Beckett Lake
      Facility shall be further increased by an amount equal to One-Twelfth (1/12th)
      of the product of (i) the Beckett Lake Facility Excess Land Cost plus the
      Beckett Lake Facility Excess Land Carry Allowance, times (ii) the Beckett
      Lake Facility Rent Reset Lease Rate.

     

    (iii)           Effective
      as of the Beckett Lake Facility Capital Addition Rent
      Reset Date, the then monthly Allocated Minimum Rent with respect to the Beckett
      Lake Facility shall be further increased by an amount equal to One-Twelfth
      (1/12th) of the product of (i) the total of all Beckett Lake Facility Capital
      Addition Project Costs (excluding the Beckett Lake Facility Excess Land Cost
      and
      the Beckett Lake Facility Excess Land Carry Allowance) paid, funded or accrued
      by Lessor under the Beckett Lake Facility Work Letter through the Beckett Lake
      Facility Capital Addition Rent Reset Date, times (ii) the Beckett Lake
      Facility Rent Reset Lease Rate.


    
      
        
        

      

      
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    (iv)           Such
      monthly Allocated Minimum Rent with respect to the Beckett Lake Facility shall
      also be increased from time to time on the date of any payment, funding or
      accrual of any Beckett Lake Facility Capital Addition Project Costs (excluding
      the Beckett Lake Facility Excess Land Cost and the Beckett Lake Facility Excess
      Land Carry Allowance) pursuant to the Beckett Lake Facility Work Letter
      following the Beckett Lake Facility Capital Addition Rent Reset Date by
      One-Twelfth (1/12) of the product of (A) the amount of particular payment,
      funding, or accrual by Lessor, times (B) the Beckett Lake Facility Rent
      Reset Lease Rate. The increase in monthly Allocated Minimum Rent with respect
      to
      the Beckett Lake Facility pursuant to clause (ii) and (iii) above or this clause
      (iv) shall be prorated based upon the number of days for which the different
      rental amounts apply.

     

    (v)           In
      addition to the increases provided for in clauses (ii), (iii) and (iv) above,
      commencing upon the expiration of the first (1st) Lease
      Year for
      the Beckett Lake Facility and upon the expiration of each Lease Year thereafter
      during the Fixed Term for the Beckett Lake Facility, the then current monthly
      Allocated Minimum Rent for such Facility for such Lease Year shall be increased
      by an amount equal to the Beckett Lake Facility Escalator.

     

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

     

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

     

    (viii)         The
      last paragraph of 3.1 of the Original Master Lease shall apply with respect
      to
      any adjustment of the Allocated Minimum Rent with respect to the Beckett Lake
      Facility pursuant to clauses (ii) through (vi) above.

     

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

     

    (g)           Condition
      of the Leased Property. The phrase "the Group 1 Facilities and Group 2
      Facilities, the Original Lease Commencement Date" appearing in clause (i) and
      in
      clause (a) of Section 7.1 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment and the Third Amendment) is hereby amended
      to
      read "the Group 1 Facilities, the Group 2 Facilities and the Beckett Lake
      Facility, the applicable Original Lease Commencement Date," in each
      instance.


    
      
        
        

      

      
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    (h)           Exception
      to Prohibited Area. Notwithstanding anything to the contrary in the Master
      Lease, as hereby amended, the Willis of Section 7.4.1 of the Original Master
      Lease (as amended by the First Amendment, the Second Amendment and the Third
      Amendment) shall not apply to that certain facility located at 2750 Drew St.,
      Clearwater, Florida, and more commonly known as Summerville at
      Clearwater.

     

    (i)          
       Maintenance and Repair. The phrase "the Group 1 Facilities and
      Group 2 Facilities, the applicable Original Lease Commencement Date" appearing
      in Section 9.1.1 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment and the Third Amendment) is hereby amended
      to
      read "the Group 1 Facilities, the Group 2 Facilities and the Beckett Lake
      Facility, the applicable Original Lease Commencement Date." The phrase "Group
      3
      Facilities, the Restatement Date" appearing in Section 9.1.1 of the Original
      Master Lease (as amended by the First Amendment, the Second Amendment and the
      Third Amendment) is hereby amended to read "Group 3 Facilities, the Group 4
      Facilities, the Group 5 Facilities and the Chestnut Hill Facility, the
      applicable Restatement Date."

     

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

     

    (k)           Liens.
      The phrase "Group 1 Facilities and Group 2 Facilities, the Original Lease
      Commencement Date, with respect to such Group 1 Facility or Group 2 Facility"
      appearing in Section 11.1 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment and the Third Amendment) is hereby amended
      to
      read "Group 1 Facilities, the Group 2 Facilities and the Beckett Lake Facility,
      the applicable Original Lease Commencement Date, with respect to such Group
      1
      Facility, Group 2 Facility, or Beckett Lake Facility."

     

    (l)         
        Casualty. For purposes of Section 14.2.1 and 14.2.2 of the
      Original Master
      Lease (as amended by the First Amendment, the Second Amendment and the Third
      Amendment), the purchase price as provided therein with respect to the Beckett
      Lake Facility shall be the greater of (i) the Beckett Lake Facility Minimum
      Repurchase Price, and (ii) the Fair Market Value of the Beckett Lake Facility
      immediately prior to such damage or destruction.

     

    (m)           Condemnation.
      For purposes of Section 15.1.4 of the Original Master Lease (as amended
      by
      the First Amendment, the Second Amendment and the Third Amendment), Lessor
      shall
      be entitled to receive from any Award relating to the Beckett Lake Facility,
      subject to the rights of Facility Mortgagees, no less than the greater of (i)
      the Beckett Lake Facility Minimum Repurchase Price, and (ii) the Fair Market
      Value of the Beckett Lake Facility immediately prior to the institution of
      the
      Condemnation.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (n)           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 and/or the Chestnut Hill 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 First Amendment, the Second Amendment and the Third Amendment) 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 and/or the
      Beckett Lake Facility Contract of Acquisition."

     

    (o)           Lessee's
      Obligation to Purchase. For purposes of Section 16.5 of the Original Master
      Lease (as amended by the First Amendment, the Second Amendment and the Third
      Amendment), the amount required to be paid by Lessee upon any exercise of
      Lessor's rights to require Lessee to purchase the Beckett Lake Facility
      following a Put Event pursuant to such Section shall be equal to the Beckett
      Lake 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
      Beckett Lake Facility.

     

    (p)           Quiet
      Enjoyment. The phrase "Group 1 Facilities and the Group 2 Facilities, the
      Original Lease Commencement Date" appearing in Section 32.1 of the Original
      Master Lease (as amended by the First Amendment, the Second Amendment and the
      Third Amendment) is hereby amended to read "Group 1 Facilities, the Group 2
      Facilities and the Beckett Lake Facility, the applicable Original Lease
      Commencement Date." In addition, the phrase "Original Leases or hereunder"
      appearing in Section 32.1 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment and the Third Amendment) is hereby amended
      to
      read "Original Leases, the Beckett Lake Master Lease or hereunder."

     

    (q)           Lessee's
      Option to Purchase.

     

    (i)           
       Section 35.1.5 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment and the Third Amendment) is hereby further
      amended to read, in its entirety, as follows:

     

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

     

    (ii)           
      A new Section 35.1.6 is added to the Original Master Lease to read, in its
      entirety, as follows:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    "35.1.6                     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 and/or 35.1.5 above, as
      applicable, by (i) opening an escrow (the 'Escrow') with and by depositing
      either (1) cash or (2) 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 (A) with respect to the Group 1 Facility(ies), the Minimum Repurchase
      Price, (B) with respect to the Group 3 Facilities and Group 4 Facilities, the
      sum of (x) the Group 3 Facility Purchase Price for all of the Group 3
      Facilities, plus (y) 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), (C) 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), (D) 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), and (E) with respect to the Beckett
      Lake Facility, the Beckett Lake Facility Purchase Price (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 (v) with respect to the Group 1
      Facility(ies), the Fixed Term or the Extended Term, as applicable, (w) with
      respect to the Group 3 Facilities and Group 4 Facilities, the tenth (10th) Lease
      Year of the
      Group 4 Facilities, (x) with respect to the Group 5 Facilities, the tenth
      (10th) Lease
      Year of the Group 5 Facilities, (y) with respect to the Chestnut Hill Facility,
      the tenth (10th) Lease
      Year of the
      Chestnut Hill Facility and (z) with respect to the Beckett Lake Facility, the
      tenth (10th)
      Lease Year of the Beckett Lake Facility, and (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 (i) with respect to the Group
      1
      Facility(ies), the Fixed Term or the Extended Term, as applicable, (ii) with
      respect to the Group 3 Facilities and Group 4 Facilities, the tenth (10th) Lease
      Year of
      the Group 4 Facilities, (iii) with respect to the Group 5 Facilities, the tenth
      (10th) Lease
      Year of the Group 5 Facilities, (iv) with respect to the Chestnut Hill Facility,
      the tenth (10th) Lease
      Year of the
      Chestnut Hill Facility and (v) with respect to the Beckett Lake Facility, the
      tenth (10th)
      Lease Year of the Beckett Lake Facility, but in all cases subject to any delays
      resulting from (A) a cause described in Section 45.1.16 below or (B) Lessor's
      breach of its obligations set forth in this Section 35 (the `Outside Closing
      Date')."


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (r)       
          Exhibits and Schedules.

     

    (i)           
       Supplements to Exhibit A. Exhibits A-23 attached hereto is hereby
      appended to and shall become part of Exhibit A to the Master Lease, as
      hereby amended.

     

    (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 First
      Amendment, the Second Amendment and the Third Amendment) are hereby further
      amended and replaced, in their entirety, with Exhibit C and Schedule
      7.4.1 attached hereto, respectively.

     

    (iii)           Beckett
      Lake Facility Work Letter. Appendix A attached hereto
      is
      hereby appended to and shall become part of the Master Lease, as hereby
      amended.

     

    5.            
      Beckett Lake Facility Capital Addition Project.

     

    (a)           Notwithstanding
      Section 10.1 of the Original Master Lease (as amended by the First Amendment,
      the Second Amendment and the Third Amendment) and subject to this Paragraph
      5 of
      this Amendment, Lessor has agreed to fund the construction of the Beckett Lake
      Facility Capital Addition Project in accordance with and pursuant to the teems
      of the Master Lease, as hereby amended, and the Beckett Lake Facility Work
      Letter. Lessee hereby covenants, agrees, and is obligated to commence, complete
      and perform timely all obligations of Lessee with respect to the Beckett Lake
      Facility Capital Addition Project as set forth in and in accordance with the
      terms of the Beckett Lake Facility Work Letter. Notwithstanding anything to
      the
      contrary in the Master Lease, as hereby amended, the Beckett Lake Facility
      Capital Addition Project shall at all times be deemed a "Capital Addition"
      for
      purposes of the Master Lease, as hereby amended, and all amounts paid, funded
      or
      accrued by Lessor on account of the Beckett Lake Facility Capital Addition
      Project pursuant to the Beckett Lake Facility Work Letter shall be deemed for
      all purposes as Capital Addition Costs paid for by Lessor under the Master
      Lease, as hereby amended.

     

    (b)           Lessor
      and Lessee acknowledge and agree that the Beckett Lake Facility Work Letter
      is
      intended to amend, restate and supersede in its entirety, theoriginal Beckett
      Lake Facility Work Letter attached as Exhibit F to the Beckett Lake Facility
      Master Lease (the "Original Beckett Lake Facility Work Letter"), which shall
      be
      of no further force and effect as of the Effective Date. Lessor and Lessee
      further acknowledge and agree that, notwithstanding anything to the contrary
      in
      Section 10.3 of the Beckett Lake Facility Master Lease, (i) the Beckett Lake
      Lodge Capital Addition Rent Reset Date (as defined in the Beckett Lake Facility
      Master Lease) has not occurred, (ii) the Beckett Lake Lodge Capital Addition
      Project Costs (as defined in the Beckett Lake Facility Master Lease), including
      the Excess Land Cost (as defined in the Original Beckett Lake Facility Work
      Letter), and Lessor's Work Letter Costs (as defined in the Original Beckett
      Lake
      Facility Work Letter) have not yet been paid, funded, or accrued (except with
      respect to the Excess Land Carry Allowance (as defined in the Beckett Lake
      Facility Work Letter), which has accrued interest since the applicable Original
      Lease Commencement Date with respect to the Beckett Lake Facility at the Carry
      Rate (as defined in the Beckett Lake Facility Work Letter) as provided in the
      Beckett Lake Facility Work Letter attached hereto, and (iii) the Allocated
      Minimum Rent with respect to the Beckett Lake Facility has not been increased
      on
      account thereof, as otherwise provided in Section 10.3 of the Beckett Lake
      Facility Master Lease and otherwise set forth in Exhibit E-1
      thereto.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    6.            
      Reimbursement of Costs and Expenses. Lessor's costs and expenses,
      including legal fees and expenses, incurred in connection with the review,
      preparation, negotiation and documentation of this Amendment are and shall
      be
      reimbursed to Lessor by Lessee. As of the date hereof, Lessor estimates such
      costs and fees to be $, which amount shall be paid to Lessor concurrently with
      Lessee's execution and delivery of this Amendment. In the event that the actual
      costs and fees exceed such amount, such excess shall be paid to Lessor by Lessee
      within ten (10) days after Lessor's delivery to Lessee of Lessor's invoice
      therefore. Such reimbursement shall be deemed Rent under the Master Lease,
      as
      hereby amended. In the event that such estimate exceeds the actual costs and
      fees of Lessor, Lessor shall return such excess to Lessee.

     

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

     

    (a)           Lessee
      is duly organized and validly existing under the laws of its state
      of
      organizationifol  illation, 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.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    10.           Full
      Force and Effect; Counterparts; Facsimile Signatures. Except as hereby
      amended, the Master Lease shall remain in full force and effect. This Amendment
      may be executed in any number of counterparts, all of which shall constitute
      one
      and the same instrument. Telecopied signatures may be used in place of original
      signatures on this Amendment, and Lessor and Lessee both intend to be bound
      by
      the signatures of the telecopied document.

     

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

     

    12.           Acknowledgements
      Regarding Determination of Purchase Price and Put Event Price of Other
      Facilities.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (a)           Facility
      Purchase Price. Lessor and Lessee hereby acknowledge and agree that,
      notwithstanding anything to the contrary in the Original Master Lease (as
      amended by the First Amendment, the Second Amendment, the Third Amendment and
      the Fourth Amendment), for purposes of determining the Group 3 Facility Purchase
      Price, the Group 4 Facility Purchase Price (other than with respect to the
      (West) Ocala Facility and the Houston Facility), the Group .5 Facility Purchase
      Price, and the Chestnut Hill Facility Purchase Price, in the event the date
      of
      closing of Lessee's purchase of the Leased Property of any of the Group 3
      Facilities, the Group 4 Facilities (other than the (West) Ocala Facility and
      the
      Houston Facility), the Group 5 Facilities, or the Chestnut Hill Facility
      pursuant to the terms of the Master Lease, as hereby amended, occurs on any
      day
      other than the first (1st) day
      of a Lease
      Year with respect to the applicable Facility(ies), then the annually compounded
      return applicable for the Lease Year in which such closing occurs shall be
      an
      amount equal to 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).

     

    (b)           Facility
      Put Event Price. Lessor and Lessee hereby further acknowledge and agree
      that, notwithstanding anything to the contrary in the Original Master Lease
      (as
      amended by the First Amendment, the Second Amendment, the Third Amendment and
      the Fourth Amendment), for purposes of determining the Group 3 Facility Put
      Event Price, the Group 4 Facility Put Event Price (other than with respect
      to
      the (West) Ocala Facility and the Houston Facility), the Group 5 Facility Put
      Event Price, or the Chestnut Hill Facility Put Event Price, in the event the
      date of closing of Lessee's purchase of the Leased Property of any of the Group
      3 Facilities, the Group 4 Facilities (other than the (West) Ocala Facility
      and
      the Houston Facility), the Group 5 Facilities, or the Chestnut Hill Facility
      pursuant to the terms of the Master Lease, as hereby amended, occurs on any
      day
      other than the first (1st) day
      of a Lease
      Year with respect to the applicable Facility(ies), then for purposes of
      determining the annually compounded return applicable for the Lease Year in
      which such closing occurs:

     

    (i)          
        the Group 3 Facility Escalator, Group 4 Facility Escalator with respect
      to each Group 4 Acquisition Facility, Group 5 Facility Escalator or Chestnut
      Hill Facility Escalator, as applicable, shall be an amount equal to the greater
      of (A) Seventy-Five Percent (75%) of the Partial Lease Year CPI Increase (as
      defined below) or (ii) Two and Three-Quarters Percent (2.75%) 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).

     

    (ii)            the
      Group 4 Facility Escalator with respect to each Group 4 Transfer Facility shall
      be an amount equal to the lesser of (A) Five Percent (5%) or (B) the greater
      of
      (1) the Partial Lease Year CPI Increase or (ii) Two Percent (2%) 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).


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Paragraph 12(b), the "Partial Lease Year CPI Increase" shall
      mean 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 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 with respect to such
      Facility.

     

    13.            Entire
      Agreement. The Master Lease, as hereby amended, constitutes the entire
      agreement of the parties with respect to the subject matter hereof, and may
      not
      be changed or modified except by an agreement in writing signed by the parties.
      Lessor and Lessee hereby agree that all prior or contemporaneous oral
      understandings, agreements or negotiations relative to the leasing of the Leased
      Property are merged into and revoked by the Master Lease, as hereby amended.
      Without limiting the generality of the foregoing, any exhibits, schedules or
      abstracts of the Beckett Lake Facility Master Lease (as well as the Beckett
      Lake
      Facility Master Lease itself) and any other materials prepared in connection
      with the Master Lease, as hereby amended, are hereby merged into and revoked
      by
      the Master Lease, as hereby amended.

     

    14.           Consolidation
      and Restatement of Beckett Lake Facility Master Lease. This Amendment
      amends, consolidates, supersedes and restates, and the Master Lease, as hereby
      amended, accordingly amends, consolidates, supersedes and restates in its
      entirety, the Beckett Lake Facility Master Lease, and, to the extent applicable,
      shall constitute an assignment by Summerville 9 of the Beckett Lake Facility
      Master Lease to all parties constituting "Lessee" hereunder, jointly and
      severally. Lessor, Current Lessee, and Summerville 9 acknowledge and agree
      that,
      effective as of the Effective Date, Lessee shall continue to occupy the Leased
      Property of the Beckett Lake Facility pursuant to the Beckett Lake Facility
      Master Lease, as amended, consolidated, superseded and restated by the Master
      Lease, as hereby amended. Notwithstanding the foregoing amendment, consolidation
      and restatement of the Beckett Lake Facility Master Lease, the following
      obligations of Summerville 9 under the Beckett Lake Facility Master Lease,
      prior
      to amendment, consolidation and restatement hereby, shall be preserved and
      continue subsequent to amendment, consolidation and restatement:

     

    (a)           Summerville
      9 shall remain responsible for and shall indemnify and hold Lessor harmless
      from
      and against any and all claims, liabilities, damages, actions and causes of
      action, costs and expenses, including attorneys' fees, for which Summerville
      9
      is responsible pursuant to the Beckett Lake Facility Master Lease and which
      accrue or have accrued on or before the Effective Date.

     

    (b)           Summerville
      9 shall remain responsible for all obligations of "Lessee" under the Beckett
      Lake Facility Master Lease which have accrued on or before the Effective Date
      until full and complete payment and/or performance of the same.

     

    15.           Beckett
      Lake Facility Guaranty. The Beckett Lake Facility Guarantor under the
      Beckett Lake Facility Guaranty is hereby released from all obligations under
      the
      Beckett Lake Facility Guaranty which accrue after the Effective Date, but shall
      remain responsible for all obligations of "Guarantor" under the Beckett Lake
      Facility Guaranty which have accrued on or before the Effective Date until
      full
      and complete payment and/or perfollnance of the same.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    16.           Opinions
      of Counsel. As a condition to the effectiveness of this Amendment, Lessor
      shall have received from Lessee within twenty (20) days of the Effective Date
      an
      opinion or opinions of counsel to Lessee with respect to matters relating to
      Lessee and the Lease, as hereby amended, addressed to Lessor, in form and
      substance reasonably acceptable to Lessor.

     

    17.           Scrivener's
      Corrections. The references to "Facility Mortgages" in Paragraph 4(k)
      (Condemnation) of the First Amendment, Paragraph 4(k) (Condemnation) of the
      Second Amendment, and Paragraph 4(k) (Condemnation) of the Third Amendment
      shall
      be replaced with references to "Facility Mortgagees."

     

    [Signatures
      on Next Page]


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      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/
                Paul Gallagher

            	 
	 	 	 	
              Paul
                Gallagher

            	 
	 	 	
              Its:

            	
              Executive
                Vice President

            	 
	 	 	 	 	 
	 	 	
              WITNESSES

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/
                Sandra Burg

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	 	
              (print)

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
              /s/
                Michelle Peffer

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:

            	
              Michelle
                Peffer

            	 
	 	 	
              (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/
                Paul
                Gallagher                                

            	 
	 	 	 	
              Paul
                Gallagher

            	 
	 	 	
              Its:

            	
              Executive
                Vice President

            	 
	 	 	 	 	 
	 	 	
              WITNESSES

            	 
	 	 	 	 	 
	 	 	
              /s/
                Sandra Burg

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	 	
              (print)

            	 
	 	 	 	 	 
	 	 	
              /s/
                Michelle Peffer

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:

            	
              Michelle
                Peffer

            	 
	 	 	
              (print)

            	 
	 	 	 	 	 


    

     

    
      
        
        

      

      
        S-18

        
          

        

      

      
        
        

      

    

     

    
      	
              LESSOR
                (Continued):

            	 	
              TEXAS
                HCP HOLDING, L.P.,

            	 
	 	 	
              a
                Delaware limited partnership

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              Texas
                HCP G.P., Inc.,

            	 
	 	 	 	
              a
                Delaware corporation

            	 
	 	 	 	 	 
	 	 	
              By:

            	
              /s/
                Paul Gallagher

            	 
	 	 	 	
              Paul
                Gallagher

            	 
	 	 	
              Its:

            	
              Executive
                Vice President

            	 
	 	 	 	 	 
	 	 	
              WITNESSES

            	 
	 	 	 	 	 
	 	 	
              /s/
                Sandra Burg

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:
                

            	
              Sandra
                Burg

            	 
	 	 	
              (print)

            	 
	 	 	 	 	 
	 	 	
              /s/
                Michelle Peffer

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:
                

            	
              Michelle
                Peffer

            	 
	 	 	
              (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/
                Paul
                Gallagher                                

            	 
	 	 	 	
              Paul
                Gallagher

            	 
	 	 	
              Its:
                

            	
              Executive
                Vice President

            	 
	 	 	 	 	 
	 	 	
              WITNESSES 

            	 
	 	 	 	 	 
	 	 	
              /s/
                Sandra Burg

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:
                

            	
              Sandra
                Burg

            	 
	 	 	
              (print)

            	 
	 	 	 	 
	 	 	
              /s/
                Michelle Peffer

            	 
	 	 	
              (signature)

            	 
	 	 	
              Name:
                

            	
              Michelle
                Peffer

            	 
	 	 	
              (print)

            	 


    

     

    
      
        
        

      

      
        S-19

        
          

        

      

      
        
        

      

    

     

    
      	
              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-20

        
          

        

      

      
        
        

      

    

     

    
      	
              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-21

        
          

        

      

      
        
        

      

    

     

    
      	
              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-22

        
          

        

      

      
        
        

      

    

     

    
      	
              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-23

        
          

        

      

      
        
        

      

    

     

    
      	
              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-24

        
          

        

      

      
        
        

      

    

     

    
      	
              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-25

        
          

        

      

      
        
        

      

    

     

    
      	
              LESSEE
                (Continued):

            	 	
              SUMMERVILLE
                AT FRIENDSWOOD 

            	 
	 	 	
              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-26

        
          

        

      

      
        
        

      

    

    


    
      	
              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-27

        
          

        

      

      
        
        

      

    

     

    
      	
              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-28

        
          

        

      

      
        
        

      

    

     

    
      	
              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-29

        
          

        

      

      
        
        

      

       

    

    
      	
              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-30

        
          

        

      

      
        
        

      

    


    
      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-31

            
              

            

          

          
            
            

          

        

      

       

    

    CAPITAL
      ADDITION PROJECT WORK LETTER

    (BECKETT
      LAKE FACILITY)

     

    In
      connection with that certain Fourth Amendment to Amended and Restated Master
      Lease and Termination of Beckett Lake Facility Master Lease, made and entered
      into as of the date hereof (the "Fourth Amendment"), by and among HEALTH CARE
      PROPERTY INVESTORS, INC., a Maryland corporation ("HCP"), WESTMINSTER HCP,
      LLC,
      a Delaware limited liability company ("Westminster HCP"), TEXAS HCP HOLDING,
      L.P., a Delaware limited partnership ("Texas HCP"), HCP AL OF FLORIDA, LLC,
      a
      Delaware limited liability company ("HCP AL") (HCP, Westminster HCP, Texas
      HCP,
      and HCP AL shall be referred to herein, collectively, as their interests may
      appear, as "Lessor"), on the one hand, and LH ASSISTED LIVING, LLC, a Delaware
      limited liability company ("LHAL LLC"), SUMMERVILLE AT COBBCO, INC., a
      California corporation ("Cobbco Inc."), SUMMERVILLE AT HILLSBOROUGH, L.L.C.,
      a
      New Jersey limited liability company ("Hillsborough LLC"), SUMMERVILLE AT OCOEE,
      INC., a Delaware corporation ("Ocoee Inc."), SUMMERVILLE AT PORT ORANGE, INC.,
      a
      Delaware corporation ("Port Orange Inc."), SUMMERVILLE AT PRINCE WILLIAM, INC.,
      a Delaware corporation ("Prince William Inc."), SUMMERVILLE AT STAFFORD, L.L.C.,
      a New Jersey limited liability company ("Stafford LLC"), SUMMERVILLE AT
      VOORHEES, L.L.C., a New Jersey limited liability company ("Voorhees LLC"),
      SUMMERVILLE AT WESTMINSTER, INC., a Maryland corporation ("Westminster Inc."),
      SUMMERVILLE AT PINELLAS PARK, LLC, a Delaware limited liability company
      ("Pinellas LLC"), SUMMERVILLE AT OCALA WEST, LLC, a Delaware limited liability
      company ("Ocala West LLC"), SUMMERVILLE AT CY­FAIR ASSOCIATES, L.P., a
      Delaware limited partnership ("Cy-Fair LP"), SUMMERVILLE AT FRIENDSWOOD
      ASSOCIATES, L.P., a Delaware limited partnership ("Friendswood LP"), SUMMERVILLE
      AT NEW PORT RICHEY, LLC, a Delaware limited liability company ("New Port Richey
      LLC"), SUMMERVILLE AT LAKELAND, LLC, a Delaware limited liability company
      ("Lakeland LLC"), SUMMERVILLE AT ST. AUGUSTINE LLC, a Delaware limited liability
      company ("St. Augustine LLC"), SUMMERVILLE AT OCALA EAST, LLC, a Delaware
      limited liability company ("Ocala East LLC"), SUMMERVILLE AT VENICE, LLC, a
      Delaware limited liability company ("Venice LLC"), SUMMERVILLE AT LAKELAND
      HILLS
      ASSOCIATES, L.P., a Delaware limited partnership ("Lakeland Hills LP"),
      SUMMERVILLE AT IRVING ASSOCIATES, L.P., a Delaware limited partnership ("Irving
      LP"), SUMMERVILLE AT CHESTNUT HILL, LLC, a Delaware limited liability company
      ("Chestnut Hill LLC"), and SUMMERVILLE 9, LLC, a Delaware limited liability
      company ("Summerville 9") (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, and Summerville 9 shall be collectively,
      and
      jointly and severally, referred to herein as "Lessee"), on the other hand to
      which this Capital Addition Project Work Letter (this "Work Letter") is
      attached, Lessor and Lessee hereby agree to the terms and conditions set forth
      in this Work Letter relating to the construction, performance, and payment
      of
      the Capital Addition Project (as defined below). The original Amended and
      Restated Master Lease dated as of April 20, 2005, as amended by that certain
      First Amendment to Amended and Restated Master Lease dated as of September
      1,
      2005, that certain Second Amendment to Amended and Restated Master Lease dated
      as of December 22, 2005, that certain Third Amendment to Amended and Restated
      Master Lease dated as of January 31, 2006, and the Fourth Amendment shall be
      collectively referred to herein as the "Lease." Capitalized terms used but
      not
      defined herein shall have the meanings ascribed to them in the
      Lease.


    
      
        
        

      

      
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    1.            
      Definitions. The definitions set forth in this Section 1 shall apply
      with

     

    respect
      to this Work Letter, the Capital Addition Project, and the Lease. For all
      purposes of this Work Letter, except as otherwise expressly provided or unless
      the context otherwise requires, (i) the terms defined in this Section 1 have
      the
      meanings assigned to them in this Section 1 and shall include the plural as
      well
      as the singular; (ii) all references in this Work Letter to designated
      "Sections" and other subdivisions are to the designated Sections and other
      subdivisions of this Work Letter; (iii) the word "including" shall have the
      same
      meaning as the phrase "including, without limitation," and other similar
      phrases; and (iv) the words "herein," "hereof' and "hereunder" and other similar
      words refer to this Work Letter as a whole and not to any particular Section
      or
      other subdivision.

     

    Architect:
      An architect and/or engineer selected by Lessee in connection with the
      design and construction of the Capital Addition Project and approved by Lessor,
      which approval shall not be unreasonably withheld or delayed so long as such
      architect is licensed in the State and has experience with the type and scope
      of
      the project for which he/she is being retained.

     

    Beckett
      Lake Lodge Facility: The "Beckett Lake Facility," as defined in the Lease,
      more commonly known as the Beckett Lake Lodge Facility and more particularly
      described on Exhibit C to the Lease.

     

    Business
      Day: Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
      on which national banks in the City of New York, New York are authorized, or
      obligated, by law or executive order, to close.

     

    Capital
      Addition Plans: (i) The final plans and specifications for the
      construction/performance of the Capital Addition Project as prepared by the
      Architect and approved by Lessor and (ii) all amendments, modifications and
      supplements thereto which do not require the approval of Lessor or which have
      been approved by Lessor subsequent to the approval of the plans and
      specifications described in clause (i). Lessor's approval of such plans and
      specifications shall not be unreasonably withheld or unduly
      delayed.

     

    Capital
      Addition Project: Collectively, (i) all improvement work necessary to
      complete a 32-unit/56-bed assisted living facility building expansion to the
      Beckett Lake Lodge Facility for use and occupancy as such in accordance with
      the
      Beckett Lake Lodge Facility's Primary Intended Use and (ii) related
      infrastructure site improvements to the other Leased Improvements with respect
      to the Beckett Lake Lodge Facility, in each case as more particularly depicted
      on and to be constructed/performed in accordance with the Capital Addition
      Plans, including (A) the fixtures referred to in and/or shown thereon, (B)
      to
      the extent not shown on the Capital Addition Plans, additions to the parking
      facilities so as to provide sufficient parking spaces to comply with all Legal
      Requirements and as otherwise necessary for the operation of the Beckett Lake
      Lodge Facility (including the Capital Addition Project) for its Primary Intended
      Use, (iii) all Offsite Improvements and (iv) any and all site preparation,
      landscaping and drainage works and all other improvements necessary to comply
      with all Legal Requirements and/or for the operation of the Beckett Lake Lodge
      Facility (including the Capital Addition Project) for its Primary Intended
      Use.


    
      
        
        

      

      
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    Capital
      Addition Pro ect Rent Reset Date: The "Beckett Lake Facility Capital Addition
      Rent Reset Date" as defined in the Lease.

     

    Capital
      Addition Project Budget: A budget to be prepared by Lessee and approved by
      Lessor on or promptly following the Effective Date, which budget shall include
      (i) a detailed estimate report to be prepared by Lessee or its General
      Contractor and delivered to and approved by Lessor, which report shall also
      provide a detailed cost breakdown of all hard construction costs for the Capital
      Addition Project and (ii) any other detailed budget information as Lessor may
      reasonably request and approve from Lessee, including a further breakdown of
      such hard construction costs to a level of detail that will allow Lessor to
      determine the actual cost and percentage of completion of construction as of
      the
      date of any Request for Advance. Lessor's approval of the Capital Addition
      Project Budget shall not be unreasonably withheld or unduly delayed.
      Notwithstanding anything to the contrary, in no event shall the Capital Addition
      Project Budget exceed Lessor's Maximum Cost.

     

    Capital
      Addition Project Costs: The Excess Land Cost and all the costs and expenses
      incurred in connection with (i) the administration of this Work Letter and
      in
      reviewing all diligence materials, documents and other information relating
      to
      the Capital Addition Project; and (ii) the construction/performance of the
      Capital Addition Project, as contemplated by the Capital Addition Project
      Budget, including the costs of constructing/performing work depicted by the
      Capital Addition Plans and otherwise in accordance with applicable provisions
      of
      this Work Letter, the Excess Land Carry Allowance, a construction administration
      allowance equal to $1,650.00 per month, an allowance for points under this
      Work
      Letter in an amount equal to One and One-Half Percent (1.5%) of Lessor's Maximum
      Costs as set forth in Section 2.3, and Construction Period Interest to be
      accrued as a cost by Lessor, all as provided in Section 2.3 herein, the
      development fee to be paid to Lessee pursuant to Section 2.4, costs for bonds,
      costs and fees for surveys, costs for title work and premiums for title
      insurance (including, if available, an endorsement to Lessor's existing Owner's
      policy increasing the liability therefor by the total amount of the Capital
      Addition Project Costs), environmental fees and expenses, architect fees,
      engineering costs, Lessor's appraisal, accounting and legal fees, reasonable
      travel expenses, the cost of purchase and installation of any fixtures or other
      property included as part of the Capital Addition Project and all governmental
      licenses and fees. Without limiting the foregoing, Capital Addition Project
      Costs shall include all amounts funded, advanced or accrued by Lessor pursuant
      to this Work Letter on account of the Capital Addition Project.

     

    Carry
      Rate: For the period from the Original Lease Commencement Date with respect
      to the Beckett Lake Lodge Facility to and until the expiration of the first
      Lease Year with respect to such Facility, the "Carry Rate" shall be the greater
      of (i) Seven Percent (7%) and (ii) the ten-year U.S. Treasury Note rate
      published in the Wall Street Journal five (5) Business Days prior to
      the Original Lease Commencement Date with respect to such Facility and quoting
      the rate as of the immediately prior Business Day, plus Two and Seventy
      One-Hundredths Percent (2.70%). If the ten-year U.S. Treasury Note rate is
      discontinued prior to six (6) Business Days prior to the Original Lease
      Commencement Date with respect to such Facility, then such calculation shall
      be
      made instead by reference to a substitute rate selected by Lessor that is
      comparable with the ten-year U.S. Treasury Note rate. Similarly, if the Wall
      Street Journal is discontinued, a substitute publication selected by Lessor
      shall be used. Commencing upon the expiration of the first Lease Year with
      respect to the Beckett Lake Lodge Facility, and upon the expiration of each
      Lease Year with respect to such Facility thereafter through the Excess Land
      Cost
      Rent Reset Date, the then current Carry Rate shall be increased for the ensuing
      Lease Year with respect to such Facility by the greater of (a) Two and Three
      Quarter Percent (2.75%) and (b) Seventy-Five Percent (75%) of the applicable
      CPI
      Increase.


    
      
        
        

      

      
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    Completion
      Date: The date on which the construction/performance of the Capital Addition
      Project has been completed such that Lessor has received the following: (i)
      a
      certificate of substantial completion from the Architect in the faint attached
      hereto as Attachment A, (ii) a certificate of occupancy or its equivalent
      issued in accordance with all Legal Requirements and by the appropriate
      Governmental Authority having jurisdiction over the Beckett Lake Lodge Facility
      which permits the occupancy and use of the improvements constructed as part
      of
      the Capital Addition Project and (iii) all other licenses, authorizations and
      permits, if any, required by any Governmental Authority for the use and
      operation of the Capital Addition Project as part of the Beckett Lake Lodge
      Facility for its Primary Intended Use. For purposes of this Work Letter,
      "substantially completed" shall mean that the improvements being
      constructed/performed as part of the Capital Addition Project and all other
      work
      which Lessee is obligated to perform under this Work Letter with respect to
      the
      Capital Addition Project have been substantially completed in accordance with
      the Capital Addition Plans and the applicable provisions of this Work Letter
      and
      the Lease, except for Punch-List Items that remain to be completed.

     

    Construction
      Contracts: The contracts between Lessee and the General Contractor, Lessee
      and the Architect and/or Lessee or any other contractor (including
      subcontractors) relating to rendering of services or furnishing of materials
      in
      connection with the construction/performance of the Capital Addition Project,
      contracts between the General Contractor and any subcontractor and contracts
      between any of the foregoing and any other Person relating to rendering of
      services or furnishing of materials in connection with construction/performance
      of the Capital Addition Project.

     

    Construction
      Period Interest: An annual interest rate of One Percent (1.0%) over the
      Prime Rate applied to the portion of the Lessor's Maximum Cost that is
      disbursed, funded or accrued hereunder (including the accrued Excess Land Corny
      Cost), as computed each month (but in no event greater than the maximum rate
      then permitted under applicable law). Construction Period Interest shall be
      calculated monthly in arrears based on a 360-day year for each applicable
      period.

     

    Effective
      Date: As defined in the Fourth Amendment.

     

    Excess
      Land. The vacant land comprising a portion of the Leased Property of the
      Beckett Lake Lodge Facility and consisting of approximately 6.0
      acres.

     

    Excess
      Land Carry Allowance. An annual interest rate equal to the applicable Carry
      Rate applied to the Excess Land Cost, as computed each month (but in no event
      greater than the maximum rate then permitted under applicable law). The Excess
      Land Carry Allowance shall accrue monthly in arrears based on a 360 day
      year.


    
      
        
        

      

      
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    Excess
      Land Cost: An amount equal to One Million Five Hundred Thousand Dollars
      ($1,500,000).

     

    Excess
      Land Cost Rent Reset Date. The "Beckett Lake Facility Excess Land Cost Rent
      Reset Date" as defined in the Lease.

     

    First
      Outside Funding Date: Seven (7) months following the Effective
      Date.

     

    General
      Contractor: The general contractor selected by Lessee and approved by Lessor
      in connection with the construction/performance of any approved Capital
      Additions, including the Capital Addition Project, which approval of such
      general contractor shall not be unreasonably withheld or delayed so long as
      such
      general contractor has all required State and local licenses and permits, is
      bondable and has sufficient experience with the size, type and scope of the
      Capital Addition Project.

     

    Governmental
      Authority: The United States, the state, county, city and political
      subdivisions in which the Beckett Lake Lodge Facility is located or which
      exercise jurisdiction over the Beckett Lake Lodge Facility or the
      construction/perfoiniance of the Capital Addition Project, and any court
      administrator, agency, department, commission, board, bureau or instrumentality
      of any of them which exercises jurisdiction over the Beckett Lake Lodge Facility
      or the construction/perfolinance of the Capital Addition Project.

     

    Lessee's
      Certificate: A certificate of Lessee, in form and substance reasonably
      satisfactory to Lessor, stating that to the best of Lessee's knowledge, all
      labor and material bills of every kind and character incurred by Lessee to
      the
      date of such affidavit in connection with the Capital Addition Project have
      been
      paid in accordance with the payment provisions of the applicable Construction
      Contracts except for permitted contests pursuant to Article XII of the Lease
      and
      any unpaid bills to be paid from the proceeds of the current Request for
      Advance, and that the builder's risk insurance described in Section 2.5(d)(i)
      contains sufficient coverage for the construction/performance of the Capital
      Addition Project, including the value of materials stored off the Leased
      Property relating to the Beckett Lake Lodge Facility.

     

    Lessor's
      Legal Costs: Collectively, the reasonable legal fees, expenses and
      disbursements to counsel incurred by Lessor in connection with the
      administration of this Work Letter and the review of diligence materials,
      documents and other information relating to the Capital Addition Project or
      otherwise required by this Work Letter.

     

    Lessor's
      Maximum Cost: The sum of Ten Million Fifty-One Thousand Seven Hundred
      Fifty-One and No/100ths Dollars ($10,051,751.00) (including the Excess Land
      Cost).

     

    Lessor's
      Work Letter Costs: Collectively, Lessor's Legal Costs and the other fees and
      expenses of and disbursements made by Lessor in connection with the
      administration of this Work Letter and the performance of its obligations
      hereunder, including appraisal costs, engineering fees, accountants and other
      professional fees, environmental audits and travel expenses.


    
      
        
        

      

      
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    Major
      Subcontractors: Subcontractors, materialmen and other vendors with
      Construction Contracts in excess of Twenty Thousand Dollars
      ($20,000.00).

     

    Offsite
      Improvements: With respect to the Beckett Lake Lodge Facility, (i) any
      streets, roads, walks, curbs and the like (whether or not ultimately dedicated
      for public use and/or maintenances) necessary to provide access to public roads,
      streets and highways, (ii) any improvements and other works necessary or
      appropriate for the provision of utilities to the Capital Addition Project
      and/or the existing Facility and (iii) any other improvements on property other
      than the Land that are (A) required by Legal Requirements, (B) necessary for
      the
      construction/performance of the Capital Addition Project in accordance with
      the
      Capital Addition Plans and the applicable provisions of the Lease or this Work
      Letter, and/or (C) necessary for operation of such Facility (including the
      Capital Addition Project) for its Primary Intended Use.

     

    Outside
      Completion Date: June I, 2009.

     

    Prime
      Rate: As defined in the Lease.

     

    Punch
      List Items: Minor details of construction, mechanical adjustments or
      decorations which remain to be completed with respect to the Capital Addition
      Project following the Completion Date and which do not (i) prevent the issuance
      of a certificate of occupancy (or the local equivalent thereof) for the Capital
      Addition Project and/or (ii) materially interfere with Lessee's use of the
      Beckett Lake Lodge Facility (including the Capital Addition Project) for its
      Primary Intended Use.

     

    Remaining
      Funds: The unadvanced portion of Lessor's Maximum Cost, if
      any.


     

    Request
      for Advance: Certificates of Lessee and, to the extent applicable, the
      Architect, in each case on the appropriate American Institute of Architects
      ("AIA") form, including form G702 together with attached AIA foirn G703 (or
      equivalent, which AIA form G703 or equivalent shall be modified to include
      columns for the original estimate of scheduled values for each line item,
      changes to the scheduled values for each line item and a revised scheduled
      value
      for each line item after any such changes) and/or such other form(s) as Lessor
      may hereafter reasonably request which shall: (i) set forth the Persons to
      whom
      money is owed and the amount owed each; (ii) certify among other things that
      such amounts represent payments due for services actually rendered or materials
      actually acquired or furnished in connection with the construction/perfonnance
      of the Capital Addition Project; (iii) state that the sum requested is Capital
      Addition Project Costs within the Capital Addition Project Budget for such
      item
      and that, in the opinion of the Architect (if any) and Lessee, the Remaining
      Funds are sufficient to complete the Capital Addition Project pursuant to the
      Capital Addition Plans and to pay for all labor, material and other expenses
      in
      connection therewith; (iv) be accompanied by copies of billing statements,
      fee
      schedules, documentation supporting costs for which funds are being requested,
      copies of all subcontracts not previously submitted and vouchers or invoices
      from the Persons named therein, in form reasonably satisfactory to Lessor;
      (v)
      refer to an attached schedule, to be verified by the Architect (if any) or
      other
      reliable Person reasonably acceptable to Lessor prior to the advance being
      requested, identifying in a manner reasonably satisfactory to Lessor all
      materials not yet affixed or incorporated into the Capital Addition Project
      but
      which have been covered by certificates submitted to date, including the current
      certificate; (vi) contain a statement, to be verified by the Architect (if
      any)
      or other reliable Person reasonably acceptable to Lessor prior to the advance
      being requested, that all such materials not yet affixed or incorporated into
      the Capital Addition Project have been stored at the Leased Property relating
      to
      the Beckett Lake Lodge Facility or at one or more other bonded locations
      approved by Lessor identified therein (specifying the materials located at
      each
      location) under adequate safeguards to minimize the possibility of loss, damage
      or commingling with other materials or projects, and that builder's risk
      insurance coverage for such materials stored off the Leased Property relating
      to
      the Beckett Lake Lodge Facility is not less than the full insurable value of
      such materials then being stored off the Leased Property relating to the Beckett
      Lake Lodge Facility; and (vii) be accompanied by appropriate waivers of lien
      rights (to the extent not previously received and approved by Lessor) with
      respect to work and materials for which funds have already been advanced
      pursuant to this Work Letter, or which were perfoinied or were supplied prior
      to
      the Effective Date, executed by the General Contractor (if any) and all
      contractors, subcontractors, mechanics and materialmen no more than one month
      in
      arrears and who have furnished labor or material to date and whose charges
      are
      or will be greater than Ten Thousand Dollars ($10,000.00) and, unless Lessee
      has
      provided a statutory payment bond in accordance with applicable Legal
      Requirements, by all other contractors, subcontractors, mechanics and
      materialmen. Notwithstanding anything set forth herein to the contrary, the
      Request for Advance for the first advance of funds by Lessor hereunder and
      for
      each advance that is for an item on the Capital Addition Project Budget that
      is
      not a hard cost shall mean such certificate with respect thereto as Lessor
      may
      reasonably request. To the extent that any payment, funding or accrual of
      Capital Addition Project Costs by Lessor hereunder is attributable or allocable
      to one or more of the categories comprising the Capital Addition Project, Lessor
      shall allocate such Capital Addition Project Costs among such categories as
      Lessor shall reasonably determine.


    
      
        
        

      

      
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    2.            
      Capital Addition Project. Without limiting any other obligation or
      liability of Lessee under the Lease, the following shall apply with respect
      to
      the Capital Addition Project and the construction/performance and funding
      thereof:

     

    2.1           Obligations
      of Lessee.

     

    (a)           Construction/Performance
      of Capital Addition Project. Lessee
      shall be responsible to arrange, supervise, coordinate and carry out all
      services necessary for the construction, perfoiinance and completion of the
      Capital Addition Project in accordance with the Capital Addition Plans and
      the
      applicable provisions of this Work Letter, and Lessee undertakes and accepts
      such responsibility with the understanding that all Capital Addition Project
      Costs up to Lessor's Maximum Cost will be funded by Lessor to Lessee or its
      designee pursuant to, but subject to the applicable terms of, this Section
      2.
      Lessee shall cause the Capital Addition Project to be completed substantially
      in
      accordance with the Capital Addition Plans and the terms of the Construction
      Contracts for an amount not to exceed the Lessor's Maximum Cost and the
      Completion Date to occur by the Outside Completion Date. If and to the extent
      total Capital Addition Project Costs exceed the Lessor's Maximum Cost, Lessee
      shall pay and shall not be reimbursed for such excess. If and when total Capital
      Addition Project Costs exceed Lessor's Maximum Cost, Lessee shall thereupon
      be
      required to pay to Lessor (rather than accrue as an allowance) damages equal
      to
      interest as an Additional Charge, at an annual rate of One Percent (1.0%) over
      the Prime Rate (but in no event greater than the maximum rate then permitted
      under applicable law, i.e., Construction Period Interest shall no longer accrue
      pursuant to Section 2.3(c)) on Lessor's Maximum Cost. Said damages shall accrue
      on a daily basis and be payable monthly in arrears based on a 360 day year,
      with
      the first payment commencing on the last day of the month in which Lessor has
      advanced to Lessee Lessor's Maximum Cost and thereafter shall continue on the
      last day of each subsequent month until the Capital Addition Project Rent Reset
      Date (prorated for any partial month). If total Capital Addition Project Costs
      do not exceed Lessor's Maximum Cost, Lessee shall not be entitled to any portion
      of the difference between Lessor's Maximum Cost and total Capital Addition
      Project Costs.


    
      
        
        

      

      
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    (b)           Duties
      and Responsibilities. Without limiting Lessee's obligations
      under the Lease, the duties and responsibilities of Lessee with respect to
      the
      Capital Addition Project shall specifically include the following:

     

    (i)           
       To prepare the Capital Addition Project Budget;

     

    (ii)           
      Subject to the other provisions of this Work Letter, to negotiate and enter
      into
      Construction Contracts and other agreements necessary for
      construction/performance of the Capital Addition Project in accordance with
      the
      Capital Addition Plans, which such contracts, by their terms, may be assigned
      by
      Lessee to Lessor;

     

    (iii)           To
      establish operating procedures and a system of records and accounts suitable
      for
      record keeping during construction/performance satisfactory to
      Lessor;

     

    (iv)           To
      administer and monitor the performance under all Construction Contracts and
      other agreements relating to the construction/performance of the Capital
      Addition Project and the monthly reporting of the status of estimated costs
      of
      completing the same in relation to the Capital Addition Project Budget and
      other
      applicable budgets;

     

    (v)           
      To manage and coordinate any contractors, engineers and other consultants and
      monitor their compliance with their respective contracts or
      agreements;

     

    (vi)           To
      monitor and review and, when necessary in the reasonable business judgment
      of
      Lessee, propose changes in the Capital Addition Plans or in any budget relating
      to the construction/performance of the Capital Addition Project;

     

    (vii)          To
      review and make a recommendation to Lessor with
      respect to payment of all applications for payment under the Construction
      Contracts and other agreements relating to the construction/performance of
      the
      Capital Addition Project and make payments of any and all bills, invoices or
      other matters calling for payment by Lessee or Lessor or for the Lessor's
      account to the extent provided to Lessee in connection with the
      construction/performance of the Capital Addition Project, all in accordance
      with
      the provisions of this Section 2;


    
      
        
        

      

      
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    (viii)         To
      coordinate with the Architect and any inspecting engineer employed by Lessor
      in
      the performance of periodic inspections of the Property in order to confirm
      that
      the materials furnished and work performed are in accordance with the Capital
      Addition Plans and that the work on the Capital Addition Project is progressing
      on schedule;

     

    (ix)           To
      stop the work and cause the correction of any defect in the materials or
      workmanship furnished by any contractor or of any failure by any contractor
      to
      perform its obligations under its Construction Contract and to promptly inform
      Lessor of any instances of faulty materials and/or workmanship;

     

    (x)           
      To make available to Lessor, upon request, the identities of and copies of
      contracts with all subcontractors and any other Person supplying labor or
      materials for the construction/performance of the Capital Addition Project;
      and

     

    (xi)           To
      use good faith efforts to obtain all approvals necessary to construct/perform
      the Capital Addition Project and to operate the Facility for its Primary
      Intended Use.

     

    (c)           Performance
      of Duties. Lessee agrees that, subject to the performance
      by Lessor of its obligations under this Section 2, Lessee shall act in good
      faith with prudence and diligence in performing its duties and responsibilities
      under this Work Letter, with respect to the Capital Addition
      Project.

     

    2.2    Completion
      Guarantee.

     

    (a)           Construction
      and Cost Guarantee. Lessee unconditionally guarantees to Lessor (i) the
      construction/perfonnance of the Capital Addition Project in accordance with
      the
      Capital Addition Plans and all covenants and obligations of Lessee under the
      Lease and this Work Letter, by the Outside Completion Date (subject only to
      the
      performance by Lessor of its obligations under this Section 2) and (ii) the
      payment without demand, and without right to reimbursement therefor, of all
      development, construction and related costs of the Capital Addition Project
      incurred for any reason whatsoever in excess of the Lessor's Maximum
      Cost.

     

    (b)           Failure
      to Construct. If for any reason or under any contingency any contractor
      shall default under a Construction Contract, fail to commence, or abandon
      construction of, the Capital Addition Project, or fail to complete the Capital
      Addition Project within the maximum construction time in accordance with the
      terms of the Construction Contracts, then in any such event, without the need
      of
      any demand by Lessor, Lessee shall assume from such contractor(s) all
      responsibility for and control over the construction, perfoiniance and
      completion of the Capital Addition Project and shall cause the Capital Addition
      Project to be fully completed in accordance with this Work Letter on or before
      the Outside Completion Date, other than Punch List Items. Without limiting
      any
      other right or remedy of Lessor under the Lease, if Lessee fails to complete
      the
      Capital Addition Project in accordance with the Capital Addition Plans prior
      to
      the Outside Completion Date other than the Punch List Items, Lessor, at Lessor's
      option, shall have the right to complete the Capital Addition Project in
      accordance with the Capital Addition Plans and expend such sums as Lessor
      reasonably deems proper in order so to complete the Capital Addition Project.
      The amount of any and all expenditures made by Lessor pursuant to this clause
      (b) which, when combined with all Capital Addition Project Costs previously
      funded by Lessor, are in excess of Lessor's Maximum Cost, shall be due and
      payable by Lessee to Lessor upon five (5) Business Days' notice by Lessor as
      an
      Additional Charge, together with interest thereon from the date of such
      expenditure to the date paid by Lessee at the Overdue Rate (but in no event
      greater than the maximum rate of interest then permitted by law). Said interest
      shall accrue on a daily basis. Upon any assumption by Lessor of the obligation
      to complete the Capital Addition Project as provided herein, Lessee shall
      forthwith surrender and deliver to Lessor, or Lessor's designee, any funds
      which
      have been received from Lessor but have not been disbursed by Lessee, and all
      records, plans, specifications, permits and other governmental approvals,
      purchase agreements, contracts, receipts for deposits, unpaid bills and all
      other records, papers and documents in the possession of Lessee relating to
      the
      Capital Addition Project.


    
      
        
        

      

      
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    (c)           Completion
      of Punch List Items. All Punch List Items, other than those reasonably
      requiring more than thirty (30) days to complete due to long scheduling or
      ordering time or other reasonable factors, shall be completed within thirty
      (30)
      days after the Completion Date, but in no event later than thirty (30) days
      after the Outside Completion Date. Any Punch List Items reasonably requiring
      more than thirty (30) days to complete shall be diligently pursued and completed
      as promptly as practicable, but in no event later than sixty (60) days after
      the
      Outside Completion Date.

     

    2.3           Treatment
      of Accrued Amounts. Lessor and Lessee acknowledge that Lessor is funding the
      Capital Addition Project Costs and supervising the construction of the Capital
      Addition Project for its own account, and that if Lessor were to obtain funds
      from a third-party lender or a third-party manager were to supervise the
      construction, Lessor would be required to pay various amounts as fees or
      interest to such lender or manager, as applicable. Accordingly, Lessor and
      Lessee agree that for purposes of determining the Capital Addition Project
      Costs, the cost of the Capital Addition Project shall be deemed to include
      such
      amounts that would have been payable by Lessor had the construction been funded
      and supervised by a third party, provided, however, that, except as otherwise
      provided herein, no such amounts actually shall be paid by Lessee to Lessor.
      The
      amounts described in the preceding sentence shall include the
      following:

     

    (a)           Construction
      Administration. From and after the Effective Date until the Completion Date,
      an allowance for construction administration equal to $1,650.00 per month for
      the costs associated with the administration of the provisions of this Work
      Letter and the making of advances hereunder. Such amount shall be included
      within Capital Addition Project Costs and shall be a line item on the Capital
      Addition Project Budget.

     

    (b)           Allowance
      for Points. On the Effective Date, an allowance for points under this Work
      Letter in an amount equal to One and One-Half Percent (1.5%) of Lessor's Maximum
      Costs. Such amount shall be included within Capital Addition Project Costs
      and
      shall be a line item on the Capital Addition Project Budget.


    
      
        
        

      

      
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    (c)           Construction
      Period Interest. Except as otherwise provided in Section 2.1(c), from and
      after the Effective Date until the Completion Date, an allowance equal to the
      Construction Period Interest. Such amount shall be included within the Capital
      Addition Project Costs and shall be a line item on the Capital Addition Project
      Budget.

     

    (d)           Excess
      Land Carry Allowance. From and after the Original Lease Commencement Date
      with respect to the Beckett Lake Lodge Facility until the Excess Land Cost
      Rent
      Reset Date, an allowance equal to the Excess Land Carry Allowance. Such amount
      shall be included within the Capital Addition Project Costs and shall be a
      line
      item on the Capital Addition Project Budget.

     

    2.4           Development
      Fee. For services previously performed by and to be performed by Lessee in
      order to enable Lessee to perform its obligations under this Work Letter, Lessor
      shall pay to Lessee a development fee equal to Two Percent (2%) of the lesser
      of
      (i) all Capital Addition Project Costs and (ii) Lessor's Maximum Costs. The
      development fee will be payable to Lessee Twenty-Five Percent (25%) with the
      first advance of funds by Lessor hereunder following the date Lessee commences
      construction of the Capital Addition Project, Twenty-Five Percent (25%) with
      the
      advance of funds by Lessor hereunder immediately following the date that Lessee
      achieves Fifty Percent (50%) completion of the Capital Project, and the balance
      shall be paid with the final advance of funds by Lessor hereunder following
      the
      Completion Date. For purposes of this Section 6.1, the phrase "commences
      construction" shall mean the date Lessee first commences physical site work
      in
      connection with the construction of the Capital Project. Such development fee
      shall be included within Capital Addition Project Costs and shall be a line
      item
      on the Capital Addition Project Budget. Notwithstanding the foregoing, in no
      event shall Lessee be entitled to receive any portion of the development fee
      if
      the payment of such portion would cause the total of all Capital Addition
      Project Costs funded or accrued by Lessor hereunder to exceed Lessor's Maximum
      Cost or at any time after an Event of Default has occurred and is continuing
      under the Lease. For the sole purpose of estimating the amount Lessor shall
      pay
      to Lessee for each of the first two installments of the development fee pursuant
      to this Section 2.4, said installments will be based on Two Percent (2%) of
      Lessor's Maximum Costs.

     

    2.5           Other
      Covenants of Lessee.

     

    (a)           Construction/Performance
      of the Capital Addition Project. Construction/performance of the Capital
      Addition Project will be prosecuted by Lessee in accordance with the Capital
      Addition Plans in a good and workmanlike manner and in accordance with sound
      building and engineering practices and all applicable Legal Requirements and
      all
      restrictive covenants affecting the Leased Property relating to the Beckett
      Lake
      Lodge Facility. All materials, fixtures or articles used in the
      construction/performance of the Capital Addition Project, or to be used in
      the
      operation thereof shall be substantially in accordance with the Capital Addition
      Plans as approved by Lessor. Lessee shall ensure that no asbestos or
      asbestos-containing materials or other Hazardous Substances will be contained
      in
      the completed Capital Addition Project. Lessee will complete the
      construction/performance of the Capital Addition Project substantially in
      accordance with the Capital Addition Plans on or before the Outside Completion
      Date, free and clear of liens or claims for liens for material supplied and
      for
      labor or services performed in connection with the construction of the Capital
      Addition Project (except for permitted contests pursuant to Article XII of
      the
      Lease).

     

    
      
        
        

      

      
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    (b)           Legal
      Requirements. Lessee will cause all Legal Requirements and all restrictive
      covenants affecting the Leased Property to be complied with promptly, and Lessor
      will be furnished, on demand, evidence of such compliance.

     

    (c)           Change
      Orders, Defects.

     

    (i)           
       Lessee may, without obtaining the prior written approval of Lessor, change
      the Capital Addition Plans, permit the Capital Addition Plans to be changed
      or
      permit construction/performance of the Capital Addition Project other than
      in
      accordance with the Capital Addition Plans; provided, however, that if (1)
      any
      such change would (w) change the basic structure or character of the Beckett
      Lake Lodge Facility; (x) change the appearance of the Beckett Lake Lodge
      Facility; (y) change or reduce the quality of the basic building systems,
      including the mechanical, electrical, sprinkler, plumbing, life-safety, heating,
      air conditioning and ventilation systems within the Beckett Lake Lodge Facility
      or (z) result in an item of the Capital Addition Project not being performed,
      (2) any single change in the Capital Addition Plans involves an amount in excess
      of Ten Thousand Dollars ($10,000.00), (3) any number of changes in the Capital
      Addition Plans involves in the aggregate an amount not in excess of Twenty-Five
      Thousand Dollars ($25,000.00), or (4) any such change in the Capital Addition
      Plans which results in the Capital Addition Project Costs exceeding the Lessor's
      Maximum Cost, then in any such event Lessee must obtain the prior written
      approval of Lessor prior to implementing such change, which approval may be
      given or withheld in the sole and absolute discretion of Lessor.

     

    (ii)          
       Lessee will at its sole cost and expense and not as part of the Capital
      Addition Project Costs correct or cause to be corrected any defect in the
      Capital Addition Project or any departure from the Capital Addition Plans not
      approved by Lessor or permitted herein without such approval or any encroachment
      by any part of the Capital Addition Project on or over any building lines,
      easements, property lines or other restricted areas which any survey or
      inspection reflects.

     

    (d)           Construction
      Insurance. To the extent not already maintained or covered
      by Lessee pursuant to Article XIII of the Lease, Lessee will at all times
      maintain or cause to be maintained the following insurance during the
      construction/performance of the Capital Addition Project (including through
      the
      date of completion of the Punch List Items):

     

    (i)          
        Builder's risk insurance covering the construction/performance
      of the Capital Addition Project, in a face amount of not less than the full
      insurable value of the Capital Addition Project and materials supplied in
      connection therewith, with appropriate provisions made to include coverage
      of
      materials stored off the Leased Property relating to the Beckett Lake Lodge
      Facility in an amount not less than the full insurable value of such materials
      stored off the Leased Property relating to the Beckett Lake Lodge Facility
      from
      time to time.


    
      
        
        

      

      
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    (ii)           Errors
      and omissions insurance by any Architect in an amount at least equal to One
      Million Dollars ($1,000,000) which can be applied to the
      construction/performance of the Capital Addition Project, covering the entire
      period of design and construction/performance of the Capital Addition Project,
      including completion of the Punch-List Items.

     

    (iii)           Workers'
      compensation coverage and any other insurance coverage required by Legal
      Requirements for all Persons employed in connection with the Capital Addition
      Project in accordance with all Legal Requirements.

     

    All
      such
      insurance maintained or caused to be maintained by Lessee pursuant to clauses
      (i), (ii), and (iii) of this clause (d) shall be on an occurrence (as opposed
      to
      claims made)
      basis and shall name Lessor as an additional insured. All insurance maintained
      or caused to be maintained by Lessee pursuant to clause (i) of this clause
      (d)
      shall name Lessee, Lessor and any General Contractor or other contractor,
      jointly, as loss payee. In addition, all such insurance to be maintained or
      caused to be maintained by Lessee shall otherwise, to the extent applicable,
      comply with the provisions of and shall be in addition to the insurance
      specified in Article XIII of the Lease.

     

    (e)           Performance
      and Payment Bond. Lessee shall procure or cause to be procured a performance
      and payment bond for the total amount of the hard construction costs (including
      labor and materials) to be set forth in the Capital Addition Project Budget.
      Such performance and payment bonds shall name Lessor as an additional obligee
      and be in form and substance and from an institution reasonably satisfactory
      to
      Lessor.

     

    Indemnification.
      Without in any way limiting any other indemnification obligation of Lessee
      under the Lease, and notwithstanding the existence and without regard to the
      policy limits of any insurance required to be maintained pursuant to the Lease
      or subsection (d) above and notwithstanding the existence and without regard
      to
      the amount of bond required pursuant to subsection (s) above, Lessee shall
      protect, defend, indemnify and hold harmless Lessor from and against, and
      reimburse Lessor for, any and all actions, causes of action, obligations, actual
      damages, penalties, suits, debts, losses, costs, expenses, liabilities, claims
      or demands whatsoever, at law or in equity (including reasonable attorneys'
      fees
      and expenses and Environmental Costs imposed on, incurred by or asserted against
      Lessor in connection with or with respect to the construction/perfoimance of
      the
      Capital Addition Project and any loss in value
      of
      or title to the Leased Property of the Beckett Lake Lodge Facility resulting
      therefrom, including arising from:

     

    (i)           
      any breach of any of the provisions of this Work Letter by Lessee;

     

    (ii)           any
      misstatements or inaccuracies made by or on behalf of Lessee contained within
      or
      other matters arising out of any applications for building, foundation, grading
      or other permits and/or authorizations necessary for the
      construction/performance of the Capital Addition Project, including those
      required for the use and operation of the Beckett Lake Lodge Facility for its
      Primary Intended Use, whether filed or submitted to the applicable Governmental
      Authority in the name of Lessor or Lessee; or

     

    
      
        
        

      

      
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    (iii)           any
      act or omission of Lessee, the Architect, the General Contractor,
      or any other contractor, subcontractor or supplier of materials or other Person
      in connection with the construction/performance of the Capital Addition
      Project.

     

    (g)           Liens
      on Materials. Lessee shall not at any time during the performance of the
      work, make or cause to be made, or permit any General Contractor or any other
      contractor to make, any contract for materials or equipment of any kind or
      nature whatsoever to be incorporated in or to become a part of the Leased
      Property relating to the Beckett Lake Lodge Facility, title to which is not
      good
      or which is subject to any lien or title retention arrangement other than
      inchoate mechanic's liens. Lessee will deliver to Lessor, on demand, true copies
      of any contracts, bills of sale, statements, receipted vouchers, or agreements,
      under which Lessee claims title to any materials, fixtures, or articles used
      in
      the construction/perfoimance of the Capital Addition Project.

     

    (h)           Storage
      of Materials. Lessee will cause all materials acquired or furnished in
      connection with the construction/performance of the Capital Addition Project,
      but not affixed or incorporated into the Leased Property relating to the Beckett
      Lake Lodge Facility, to be stored at the Leased Property relating to the Beckett
      Lake Lodge Facility or at bonded locations reasonably approved by Lessor, in
      each case under adequate safeguards to minimize the possibility of loss, theft,
      damage or commingling with other materials or projects. Lessee will employ
      suitable means to protect from theft or vandalism the Leased Property relating
      to the Beckett Lake Lodge Facility and ail tools and building materials stored
      on the Leased Property relating to the Beckett' Lake Lodge
      Facility.

     

    (i)           Inspections.
      Without limiting any of Lessor's rights or remedies under the Lease, at
      any
      time during regular business hours and upon reasonable oral or written notice
      to
      Lessee, Lessor and/or its representatives will be permitted to enter upon the
      Leased Property relating to the Beckett Lake Lodge Facility and any other
      location where materials for the Capital Addition Project are being stored
      to
      inspect the same and all materials to be used in the construction/performance
      thereof, and to examine all detailed plans and shop drawings which are or may
      be
      kept at the construction site, provided that in so doing, Lessor shall not
      unreasonably interfere with the construction/performance of the Capital Addition
      Project. Upon request, Lessor will be furnished with reasonable information
      regarding the construction/performance of the Capital Addition Project from
      Lessee, any Architect, any General Contractor and any -other contractors or
      subcontractors.

     

    Notices.
      Without limiting any other obligation of Lessee under the Lease, Lessee
      will
      furnish Lessor with a copy of any (A) notice or claim made by any Governmental
      Authority pertaining to the Leased Property relating to the Beckett Lake Lodge
      Facility, (B) any notice of any termination, late payment or other material
      aspect of any Construction Contract involving more than Ten Thousand Dollars
      ($10,000.00), together with a copy of each such Construction Contract and (C)
      any fire, casualty, notice of any condemnation or other event materially
      affecting the Leased Property relating to the Beckett Lake Lodge
      Facility.


    
      
        
        

      

      
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    (k)           Use
      of Funds, Deficiency.

     

    (i)          
       Lessee shall expend all the proceeds of each advance hereunder for Capital
      Addition Project Costs in amounts and for the purposes to be provided in the
      Capital Addition Project Budget and for no other purpose
      whatsoever.

     

    (ii)           Lessee
      will promptly advise Lessor if and when (1) Capital Addition Project Costs
      shall
      exceed or appear likely to exceed the Lessor's Maximum Cost or (2) Capital
      Addition Project Costs with respect to any particular item to be included in
      the
      Capital Addition Project Budget shall exceed or appear likely to exceed the
      amount specified for any such item in the Capital Addition Project Budget,
      and
      shall give Lessor sufficiently detailed information with respect
      thereto.

     

    (iii)           If,
      in the reasonable good faith judgment of Lessor, it appears
      at any time or from time to time that the Remaining Funds will be insufficient
      to complete the construction/perfoiniance of the Capital Addition Project
      substantially in accordance with the Capital Addition Plans on or before the
      Outside Completion Date, and to pay for all Capital Addition Project Costs
      incurred in connection with such construction/performance, or if any other
      expenses are required for such completion which were not scheduled in the
      Capital Addition Project Budget, Lessor may request that Lessee demonstrate
      that
      the Remaining Funds are sufficient for such completion and payment. If Lessee
      does not so demonstrate to Lessor's reasonable satisfaction within ten (10)
      days
      of receipt of Lessor's request to do so, then Lessee shall make arrangements
      for
      additional monies to be made available as shall, in the reasonable good faith
      judgment of Lessor, when added to the Remaining Funds, be sufficient so as
      to
      complete and/or pay for the construction/performance of the Capital Addition
      Project. Such additional monies of Lessee shall be applied for payment of costs
      prior to Lessor advancing any additional funds under this Work
      Letter.

     

    (l)           Construction
      Contract with General Contractor. Notwithstanding anything to the contrary
      in this Work Letter, the Construction Contract with the General Contractor
      shall
      specifically include, in substance, the following:

     

    (i)           
      Lessor and Lessee shall be entitled to review (a) each subcontract to establish
      the true value of each line item in the Construction Contract with the General
      Contractor and (b) each monthly draw request from each
      subcontractor.

     

    (ii)           If
      the present budgeted value of any line item in the Construction Contract with
      the General Contractor is higher than the "buyout" value of the subcontract
      represented by that line item, the excess amount will be subtracted from such
      line item and added to the "Contingency" line item in the Construction Contract
      with the General Contractor.


    
      
        
        

      

      
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    (iii)           If
      the "buyout" value of any subcontract is higher than the line item therefor
      in
      the Construction Contract with the General Contractor, the excess will be
      subtracted from the Contingency line item in the Construction Contract with
      the
      General Contractor and added to the line item represented by such subcontract
      and funded or accrued as if such amount was originally included in such line
      item.

     

    (iv)           Except
      as provided in subsection (iii) above, no portion of the "Contingency" line
      item
      in the Construction Contract with the General Contractor will be released to
      the
      General Contractor until the last to occur of (a) the Completion Date, (b)
      all
      Punch List Items have been completed and (c) the date Lessor and/or Lessee
      receives (1) all lien releases required hereunder, (2) an "As-Built" set of
      plans and specifications, (3) an ALTA "As-Built" survey and (4) such other
      documents as Lessor and/or Lessee may reasonably request.

     

    (v)            The
      General Contractor's profit line item and general condition
      line item (but not including bonds, permits or move-in expenses) will be paid
      based upon the percentage of completion of all line items as of the date of
      such
      payment.

     

    (m)           Documents
      at Completion. Without limiting any provisions of this Work Letter, from
      time to time as requested by Lessor and as soon as practicable following the
      Completion Date, Lessee shall supply or cause to be supplied to Lessor such
      reasonable documents and information pertaining to the Capital Addition Project
      and the construction, performance and/or completion of the same as Lessor shall
      request, including those documents and information described on Schedule 1
attached hereto.

     

    (n)           Assignment
      of Construction Contracts. At the reasonable request of Lessor, Lessee shall
      assign to Lessor each Construction Contract to which Lessee is a party utilizing
      an assignment instrument in form and substance acceptable to Lessor and shall
      use commercially reasonable efforts to cause each other party to such
      Construction Contract to consent to such assignment, if required by the terms
      thereof.

     

    2.6           Additional
      Events of Default. In addition to and without limiting the "Events
      of Default" set forth in the Lease, any one or more of the following shall
      also
      constitute an "Event of Default" under the Lease:

     

    (a)           
      Lessee fails to perform any of the obligations to be perfoiiued by Lessee
      under this Work Letter with respect to the Capital Addition Project, and such
      failure is not cured within thirty (30) days after notice thereof from Lessor
      or, if such failure cannot reasonably be cured within such thirty (30) day
      period, such longer period as reasonably may be required to remedy such default
      as long as Lessee has commenced such cure within such thirty (30) day period,
      thereafter diligently prosecutes such cure and completes such cure not later
      than sixty (60) days after notice from Lessor but in any event prior to the
      Outside Completion Date; or


    
      
        
        

      

      
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    (b)           Lessee
      fails to satisfy any condition to an advance under this Work Letter for a period
      in excess of thirty (30) days, or, if such failure cannot reasonably be cured
      within such thirty (30) day period, such longer period as reasonably may be
      required to remedy such failure as long as Lessee has commenced such cure within
      such thirty (30) day period, thereafter diligently prosecutes such cure and
      completes such cure within sixty (60) days but in any event prior to the Outside
      Completion Date; or

     

    (c)           Lessee
      uses any monies advanced by Lessor under this Work Letter for any purpose other
      than as allowed or contemplated under this Work Letter; or

     

    (d)           Except
      as a result of a casualty, Condemnation or other reason provided for under
      Section 45.1.16 of the Lease, work on the Capital Addition Project ceases for
      thirty (30) consecutive days for any reason after commencement thereof;
      or

     

    (e)           The
      Completion Date does not occur by the Outside Completion Date, free and clear
      of
      mechanics', materialmen's and other liens (other than except for permitted
      contests pursuant to Article XII of the Lease); or

     

    (0            
      Except for change orders allowed pursuant to the provisions of this Work
      Letter, Lessee modifies or amends in any material respect, or teiminates any
      Construction Contract without Lessor's written consent, which such consent
      shall
      not be unreasonably withheld or unduly delayed; or

     

    (g)          
       Except for permitted contests pursuant to Article XII of the Lease,
any
      mechanics', materialmen's or other lien is filed or asserted against the Leased
      Property relating to the Beckett Lake Lodge Facility, or any part thereof,
      and
      is not removed within 20 days of its filing or assertion, or any suit or other
      proceeding is instituted to enforce or foreclose such a lien, and such suit
      or
      proceeding is not dismissed within 20 days from its commencement.

     

    
      	
               

            	
              2.7

            	
              Advances
                of Funds by Lessor.

            


    

     

    (a)           Funding.
      Subject to the satisfaction by Lessee of the conditions set forth
      in
      Section 2.8 of this Work Letter and the other provisions of this Work Letter,
      Lessor will advance to Lessee funds up to the Lessor's Maximum Cost (less all
      costs, fees, allowances and charges of Lessor which are included within Capital
      Addition Project Costs) for the purpose of paying or reimbursing Lessee for
      the
      payment of the Capital Addition Project Costs. Notwithstanding anything to
      the
      contrary, all costs, including Excess Land Cost, allowances (including those
      provided pursuant to Section 2.3), and charges by Lessor shall be deemed funded
      or accrued by Lessor for purposes of this Work Letter and the Lease as of the
      applicable date provided in this Work Letter, irrespective of whether Lessee
      satisfies any or all of the conditions set forth in this Work Letter for funding
      of Capital Addition Project Costs.


    
      
        
        

      

      
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    (b)        
        Limitation of Funding Obligation. Lessor shall not be
      obligated to advance to Lessee any sums (i) in excess of the Lessor's Maximum
      Cost, or (ii) for which a Request for Advance is received more than sixty (60)
      days after the Outside Completion Date, or (iii) when any of the conditions
      set
      forth in Section 2.8 of this Work Letter have not been met or fulfilled, or
      (iv)
      if Lessee has not satisfied the conditions set forth in Section 2.8 of this
      Work
      Letter and delivered to Lessor its first Request for Advance on or prior to
      the
      First Outside Funding Date.

     

    (c)       
         Advances of Funds by Lessor. Draw requests will be
      reviewed monthly and will be based on the prorata share completion to date
      of
      each construction line item to be listed in the Capital Addition Project Budget.
      All advances of funds under this Work Letter shall be made by Lessor in
      accordance with a Request for Advance. Each Request for Advance shall be honored
      within ten (10) Business Days of receipt of the same delivered in accordance
      with the Notice provisions of the Lease together with the information required
      therein, subject, however, to the limitations herein. In no event shall Lessor
      be required to make any advance for a particular line item which, when
      aggregated with prior advances, is in excess of the Capital Addition Project
      Budget for such line item except to the extent amounts from contingency line
      items are unused and/or to the extent savings, in Lessor's reasonable good
      faith
      discretion, in other budget line items remain unused. Lessor shall issue checks
      payable to, or otherwise advance funds to, Lessee, the payees designated in
      a
      Request for Advance or jointly to Lessee and such payees, as Lessor shall
      reasonably determine. Advances of funds to such payees or jointly to Lessee
      and
      any such payee shall constitute an advance hereunder as though advanced directly
      to Lessee.

     

    (d)           Holdbacks.
      Any advances for costs and expenses of labor and materials connected with
      the construction/performance of the Capital Addition Project shall be limited
      to
      Ninety Percent (90%) of such costs and expenses and shall be made in accordance
      with the payment schedule of the Construction Contract with any General
      Contractor or other contractor. Upon Ninety Percent (90%) completion of the
      Capital Addition Project as reasonably determined by Lessor, the retainage
      shall
      be reduced to Five Percent (5%). The final advance of proceeds representing
      the
      then remaining retainage for any particular item will not be made until the
      last
      to occur of (i) the Completion Date, (ii) completion of all Punch List Items
      and
      (iii) the date Lessor receives, as applicable, (1) all final lien releases
      and
      waivers provided for herein, (2) an "As-Built" set of plans and specifications
      (if reasonably requested by Lessor based upon the nature of the Capital Addition
      Project), and (3) an ALTA "As-Built" survey (if reasonably requested by Lessor
      based upon the nature of the Capital Addition Project), and (4) such other
      documents as Lessor may reasonably request. In no event shall any portion of
      such retainage be paid if any mechanics' and/or materialmen's liens or other
      encumbrances have been filed and remain on the Leased Property relating to
      the
      Beckett Lake Lodge Facility (except for permitted contests pursuant to Article
      XII of the Lease).

     

    2.8           Conditions
      to Lessor Obligations to Advance Funds. Lessor shall not be obligated to
      make any advance of funds under this Work Letter, including the first advance,
      unless and until the following conditions shall have been satisfied (with proof
      thereof in form and sufficiency as may be reasonably requested by
      Lessor):


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    (a)           Approvals/Entitlements.
      To the extent not theretofore received and approved by Lessor and to the
      extent of a material change not permitted herein without approval, Lessor shall
      have received and approved, which such approval by Lessor shall not be
      unreasonably withheld or unduly delayed, (i) the Capital Addition Plans; (ii)
      the Capital Addition Project Budget(s); (iii) all Construction Contracts with
      any General Contractor, any Architect and any other contractor or material
      supplier that may be reasonably requested by Lessor; and (iv) all authorizations
      and permits required by any Governmental Authority or third party (including,
      if
      applicable, by the ground lessor under each Ground Lease) for the
      construction/performance of the Capital Addition Project, including building
      and
      grading permits, a foundation letter (if applicable to the Capital Addition
      Project) and such other authorizations and permits as are required for the
      use
      and operation of the Beckett Lake Lodge Facility for its Primary Intended Use,
      which are presently procurable. Lessor's approval of the Construction Contracts
      may be conditioned upon Lessor's review of competing bids for work proposed
      to
      be performed by the General Contractor, Architect and any other subcontractor
      or
      material supplier.

     

    (b)           Utilities
      and Access. To the extent applicable to the Capital Addition Project as
      reasonably determined by Lessor, Lessor shall have received evidence reasonably
      satisfactory to Lessor that (i) all existing public utilities, including
      telephone, water, sewage, electricity and gas are adequate for the Beckett
      Lake
      Lodge Facility; and (ii) all existing means of ingress and egress, parking,
      access to public streets and drainage facilities are adequate for the Beckett
      Lake Lodge Facility.

     

    (c)           Soils
      and Other Tests. To the extent applicable to the Capital Addition Project as
      reasonably determined by Lessor, Lessor shall have received and approved (such
      approval not to be unreasonably withheld) test borings, engineering reports
      and
      such other site analysis as Lessor may require, all of which must indicate
      that
      the soil is adequate for the proposed construction/performance of the Capital
      Addition Project in accordance with the Capital Addition Plans.

     

    (d)           Insurance.
      Lessor shall have received certificates with respect to the insurance
      required to be carried by Lessee or other Persons pursuant to Section 2.5(d)
      above, together with evidence satisfactory to Lessor that the premiums therefor
      have been paid in full.

     

    Payment
      and Performance Bond(s). Lessor shall have received the payment and
      performance bond(s) fulfilling the requirements set forth in

    Section
      2.4(s) above and shall have made arrangements, to the extent applicable and
      prescribed by Legal Requirements, for the recordation and/or filing of the
      same
      for recordation in the Official Records in the County in which the Land relating
      to the Beckett Lake Lodge Facility is located, along with a copy of the approved
      Construction Contract with the General Contractor.

     

    No
      Default. No Event of Default shall have occurred under the Lease (including
      this Work Letter) and no event or condition shall exist which, with notice
      and/or lapse of time, or both, would constitute such an Event of Default under
      the Lease (including this Work Letter).


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    Condemnation;
      Casualty. No Condemnation shall be pending or threatened and no casualty
      shall have occurred, in either case with respect to the Leased Property relating
      to the Beckett Lake Lodge Facility or any portion thereof

     

    (h)           Other
      Documents and Assurances. Lessor shall have received such other documents
      and assurances as Lessor shall have reasonably requested, including any
      endorsements to Lessor's existing policy of title insurance updating the same
      without any additional exception except as may be reasonably approved by Lessor
      and increasing the policy limit thereof to an amount equal to the Capital
      Addition Project Costs funded or accrued by Lessor.

     

    (i)           
      Request for Advance. Lessor shall have received and approved (A) a
      Request for Advance accompanied by all necessary documents and certificates
      as
      set forth in the definition thereof; (B) a Lessee's Affidavit; and (C) to the
      extent applicable, a certificate from the Architect, or if no Architect, from
      an
      officer of Lessee or any other reliable Person acceptable to Lessor, to the
      effect that in such Person's opinion (1) the construction/performance of the
      Capital Addition Project theretofore performed is in accordance with the Capital
      Addition Plans and (2) the amount requested is appropriate in light of the
      percentage of construction completed and amount of stored material.

     

    Architect,
      Contractor Letters. Lessor shall have received from each of the Architect,
      General Contractor, and major subcontractors a letter, in form and substance
      satisfactory to Lessor, which, among other things, (i) states that, in the
      event
      of a default by Lessee under the contract with the undersigned, the undersigned
      agrees to perform for Lessor at Lessor's request under the terms of the
      applicable Construction Contract, (ii) to the best knowledge of the undersigned
      certifies to Lessor that the Capital Addition Plans comply with all Legal
      Requirements, and that the work performed by the undersigned has been completed
      in accordance with the Capital Addition Plans, and (iii) confirms such other
      matters consistent with the terms and provisions of this subsection
      (j).

     

    (k)            Proceedings.
      Lessor shall have reviewed and approved all corporate
      proceedings to be taken by Lessee and Guarantor in connection with the
      transactions contemplated under the Lease and this Work Letter.

     

    2.9           Miscellaneous
      Provisions Applicable to Capital Addition Project.

     

    (a)           Ownership
      of Capital Addition Project. At all times the Capital Addition
      Project shall be owned entirely by Lessor subject to the leasehold interest
      of
      Lessee under the Lease with respect to the Capital Addition Project. Upon the
      request of Lessor, Lessee shall execute and/or cause any Affiliate of Lessee
      to
      execute such documents as Lessor may reasonably request evidencing and
      confirming Lessor's ownership of such Capital Addition Project.


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    (b)           Advance
      Not a Waiver. No advance of funds under this Work Letter shall constitute a
      waiver of any of the conditions to Lessor's obligation to make further advances
      nor, if Lessee is unable to satisfy any such condition, shall any such advance
      have the effect of precluding Lessor from thereafter declaring such inability
      to
      be an Event of Default under the Lease.

     

    (c)           Conditions
      for Benefit of Lessor. All conditions to the obligations of Lessor hereunder
      are imposed solely for the benefit of Lessor and no other Person shall have
      standing to require satisfaction of such conditions.

     

    (d)           Compliance
      Responsibility. Notwithstanding the review and approval by Lessor of the
      Capital Addition Plans or any other matter, Lessor shall have no responsibility
      for compliance by the Leased Property relating to the Beckett Lake Lodge
      Facility, the Capital Addition Project or the construction/perfoimance of the
      Capital Addition Project with Legal Requirements, sound architectural or
      engineering practices or other matters.

     

    (e)           Notices.
      Any Notices with respect to Request for Advances and/or change orders (only)
      shall be sent to Lessor in accordance with the provisions for notices in the
      Lease, except that the same shall be sent to the following address:

     

    
      	
            	
              If
                to Lessor:

            	
              c/o
                Health Care Property Investors,
                Inc.

            


    

    
      	
            	
              with
                a copy to:

            	
              3760
                Kilroy Airport Way, Suite 300

            


    

    
      	
            	
               

            	
              Long
                Beach, California 90806

            


    

    
      	
            	
               

            	
              Attn:
                Legal Department

            


    

    
      	
            	
               

            	
              Fax:
                (562) 733-5200

            


    

     

    
      	
            	
               

            	
              Latham
                & Watkins LLP

            


    

    
      	
            	
               

            	
              650
                Town Center Drive, 20th
                Floor

            


    

    
      	
            	
               

            	
              Costa
                Mesa, California 92626

            


    

    
      	
            	
               

            	
              Attn:
                David C. Meckler, Esq.

            


    

    
      	
            	
               

            	
              Fax:
                (714) 755-8290

            


    

     

    (0           
       Offset. Upon the happening of any Event of Default, Lessor may
      offset any amounts owed to Lessee or any Affiliate of Lessee from Lessor or
      any
      Affiliate of Lessor against any monies due from Lessee to Lessor
      hereunder.

     

    (g)           Attorneys'
      Fees and Costs. Subject to Lessor's funding obligations under this Work
      Letter, Lessee shall pay to Lessor all of Lessor's attorneys' fees and other
      costs and expenses expended or incurred in connection with (A) amendments or
      other modifications to any of the Construction Contracts or the Capital Addition
      Plans; and (B) any other matter related to the construction/ performance of
      the
      Capital Addition Project.

     

    (h)           Incorporation.
      This Work Letter is incorporated into and shall form a part of the
      Lease.

     

    [Signature
      Page Follows]



    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the parties hereto have caused this Work Letter as of the
        Effective Date.

    

    
      
        


      

      
        	
                LESSOR:

              	 	
                HEALTH
                  CARE PROPERTY INVESTORS, INC.,

              	 
	 	 	
                a
                  Maryland corporation

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Paul Gallagher

              	 
	 	 	 	
                Paul
                  Gallagher

              	 
	 	 	
                Its:

              	
                Executive
                  Vice President

              	 
	 	 	 	 	 
	 	 	
                WITNESSES

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                /s/
                  Sandra Burg

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	 	
                (print)

              	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	
                /s/
                  Michelle Peffer

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Michelle
                  Peffer

              	 
	 	 	
                (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/
                  Paul
                  Gallagher                                

              	 
	 	 	 	
                Paul
                  Gallagher

              	 
	 	 	 	 	 
	 	 	
                Its:

              	
                Executive
                  Vice President

              	 
	 	 	 	 	 
	 	 	
                WITNESSES

              	 
	 	 	 	 	 
	 	 	
                /s/
                  Sandra Burg

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	 	
                (print)

              	 
	 	 	 	 	 
	 	 	
                /s/
                  Michelle Peffer

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Michelle
                  Peffer

              	 
	 	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-53

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSOR
                  (Continued):

              	 	
                TEXAS
                  HCP HOLDING, L.P.,

              	 
	 	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 	 
	 	 	
                By:

              	
                Texas
                  HCP G.P., Inc.,

              	 
	 	 	 	
                a
                  Delaware corporation

              	 
	 	 	 	 	 
	 	 	
                By:

              	
                /s/
                  Paul Gallagher

              	 
	 	 	 	
                Paul
                  Gallagher

              	 
	 	 	
                Its:

              	
                Executive
                  Vice President

              	 
	 	 	 	 	 
	 	 	
                WITNESSES

              	 
	 	 	 	 	 
	 	 	
                /s/
                  Sandra Burg

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	 	
                (print)

              	 
	 	 	 	 	 
	 	 	
                /s/
                  Michelle Peffer

              	 
	 	 	
                (signature)

              	 
	 	 	
                Name:

              	
                Michelle
                  Peffer

              	 
	 	 	
                (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/
                  Paul
                  Gallagher                                

              	 
	 	 	 	
                Paul
                  Gallagher

              	 
	 	 	 	 	 
	 	 	
                Its:

              	
                Executive
                  Vice President

              	 
	 	 	 	 	 
	 	 	
                WITNESSES 

              	 
	 	 	 	 	 
	 	 	
                /s/
                  Sandra Burg

              	 
	 	 	
                (signature)

              	 
	 	 	 	 	 
	 	 	
                Name:

              	
                Sandra
                  Burg

              	 
	 	 	
                (print)

              	 
	 	 	
                /s/
                  Michelle Peffer

              	 
	 	 	
                (signature)

              	 
	 	 	 	 	 
	 	 	
                Name:

              	
                Michelle
                  Peffer

              	 
	 	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-54

          
            

          

        

        
          
          

        

      

       

      
        	
                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-55

          
            

          

        

        
          
          

        

      

       

      
        	
                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-56

          
            

          

        

        
          
          

        

      

       

      
        	
                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-57

          
            

          

        

        
          
          

        

      

       

      
        	
                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-58

          
            

          

        

        
          
          

        

      

       

      
        	
                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-59

          
            

          

        

        
          
          

        

      

       

      
        	
                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-60

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	 	
                SUMMERVILLE
                  AT FRIENDSWOOD 

              	 
	 	 	
                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-61

          
            

          

        

        
          
          

        

      

      


      
        	
                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-62

          
            

          

        

        
          
          

        

      

       

      
        	
                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-63

          
            

          

        

        
          
          

        

      

       

      
        	
                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-64

          
            

          

        

        
          
          

        

         

      

      
        	
                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-65