ex10_24-10.htm


    
      

    

    Exhibit
      10.24.10

     

    Removed
      Facilities

    
      [West)
        Ocala, Florida]

      [(East)
        Ocala, Florida]

      [Lakeland,
        Florida]

       [Venice,
        Florida]

      [New
        Port
        Richey, FL]

      [Morristown,
        Tennessee]

       [Dallas,
        Texas]

      [Ontario,
        CA]

      


      


       

      NINTH
        AMENDMENT TO AMENDED

      AND
        RESTATED MASTER LEASE

       

      THIS
        NINTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made
        and entered into as of August 15, 2007 (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”), AL OF
        FLORIDA SUB, LLC, a Delaware limited liability company (“AL of Florida Sub”),
        EMERITUS REALTY V, LLC, a Delaware limited liability company (“ER-V”), and FAEC
        HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”)
        (HCP, Westminster HCP, Texas HCP, HCP AL, AL of Florida Sub, ER-V and
        FAEC shall be referred to herein, collectively, as their interests may appear,
        as “Lessor”), on the one hand, and each of the Persons whose signatures are
        affixed hereto and who are identified on Appendix A attached hereto and
        incorporated herein by this reference (collectively, and jointly and severally,
        referred to herein as “Lessee”), on the other hand, with respect to the
        following:

       

      RECITALS

       

      A.           Lessor,
        as the current “Lessor,” and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee
        Inc., Port Orange Inc., Prince William Inc., Stafford LLC, Voorhees LLC,
        Westminster Inc., Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP,
        New
        Port Richey LLC, Lakeland LLC, St. Augustine LLC, Ocala East LLC, Venice
        LLC,
        Lakeland Hills LP, Irving LP, Chestnut Hill LLC, Summerville 9, Carrollwood
        LLC, Gainesville LLC, Fox Run LLC, Wekiwa Springs LLC, Oak Park, LLC, Lookout
        Pointe LLC, Oak Ridge LLC and Oviedo LLC (each as defined on Appendix A
        attached hereto) (collectively, and jointly and severally, “Lessee”), as the
        current “Lessee,” are parties to that certain Amended and Restated Master Lease
        dated as of April 20, 2005 (the “Original Master Lease”), as amended by that
        certain First Amendment to Amended and Restated Master Lease dated as of
        September 1, 2005 (the “First Amendment”), that certain Second Amendment to
        Amended and Restated Master Lease dated effective as of December 22, 2005
        (the
“Second Amendment”), that certain Third Amendment to Amended and Restated Master
        Lease dated as of January 31, 2006 (the “Third Amendment”), that certain Fourth
        Amendment to Amended and Restated Master Lease and Consolidation and Restatement
        of Beckett Lake Facility Master Lease dated as of May 31, 2006 (the “Fourth
        Amendment”), that certain Fifth Amendment to Amended and Restated Master Lease
        dated as of June 1, 2006 (the “Fifth Amendment”), that certain Sixth Amendment
        to Amended and Restated Master Lease dated as of August 1, 2006 (the “Sixth
        Amendment”), that certain Seventh Amendment to Amended and Restated Master Lease
        dated as of October 2, 2006 (the “Seventh Amendment”), and that certain Eighth
        Amendment to Amended and Restated Master Lease dated as of August 8, 2007
        (the
“Eighth Amendment,” and together with the First Amendment, the Second Amendment,
        the Third Amendment, the Fourth Amendment, the Fifth Amendment and the Sixth
        Amendment, and the Seventh Amendment, the “Amendments”), covering the Leased
        Property of thirty-one (31) mixed skilled nursing and assisted living care
        Facilities located in California, Connecticut, Florida, Maryland, New Jersey,
        Ohio, Texas, Tennessee and Virginia, all as more particularly described
        therein.  The Original Master Lease, as amended by the Amendments,
        shall hereinafter be referred to, collectively, as the “Master
        Lease.”  All capitalized terms used in this Amendment and not
        otherwise defined or modified herein shall have the meanings assigned to
        such
        terms in the Master Lease.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      C.           Pursuant
        to an Agreement and Plan of Merger (the “Merger Agreement”), Emeritus
        Corporation, a Washington corporation (“Emeritus”) has agreed to acquire all of
        the outstanding stock of Existing Guarantor, and as a result thereof, Existing
        Guarantor, and each Person comprising Lessee, has become or will become a
        direct
        or indirect wholly-owned Subsidiary of Emeritus.  The closing of the
        transactions contemplated by the Merger Agreement shall be referred to herein
        as
        the “Emeritus/Summerville Merger Closing.”

       

      D.           Upon
        and subject to the terms of each of the agreements identified on Appendix
        B attached hereto (each, as the same may be amended or modified from time
        to
        time in accordance with the terms thereof, a “Portfolio Purchase Agreement,” and
        collectively, the “Portfolio Purchase Agreements”), between or among HCP and/or
        certain Affiliates of HCP, on the one hand, as “Seller,” and Emeritus and/or
        certain Affiliates of Emeritus, on the other hand, as “Buyer,” each “Seller” has
        agreed to sell, and each “Buyer,” has agreed to purchase the Leased Property of
        the (West) Ocala, FL Facility, the (East) Ocala, FL Facility, the Lakeland,
        FL,
        Facility, the Venice, FL Facility, the New Port Richey, FL Facility, the
        Morristown, TN Facility and the Dallas, TX Facility (aka Twleve Oaks East)
        and
        the Ontario, CA Facility (collectively, the “Repurchased Summerville
        Facilities,” and each a “Repurchased Summerville Facility”).

       

      E.           Pursuant
        to the Portfolio Purchase Agreements, each “Seller” has also agreed to sell, and
        each “Buyer” has agreed to purchase the “Leased Property” of each “Facility”
leased by HCP and its Affiliates to Emeritus, and its Affiliates under that
        certain Amended and Restated Master Lease dated as of September 18, 2002
        (as
        amended, the “Emeritus Master Lease”).

       

      F.           Effective
        immediately upon the Effective Date and the Closing Date (as defined in the
        Portfolio Purchase Agreements), and as a condition thereto, Lessor and Lessee
        desire to amend the Master Lease (i) to remove from the Leased Property thereof
        the Land, Leased Improvements, Related Rights, Fixtures, and Lessor’s Personal
        Property relating to each of the Repurchased Summerville Facilities, (ii)
        to
        remove AL of Florida Sub and ER-V as Persons comprising “Lessor” thereunder, and
        (iii) to amend the Master Lease in certain other particulars, all as more
        particularly set forth herein.

       

      
        
          
          

        

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

       

      AMENDMENT

       

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

       

      1.           Amendment
        and Termination With Respect to the Repurchased Summerville
        Facilities.  As
        of the Effective Date, the Master Lease is hereby amended to remove all
        references to the Repurchased Summerville Facilities, and each of them, and
        the
        Master Lease shall be terminated with respect to the Leased Property of each
        of
        the Repurchased Summerville Facilities (including any purchase option, right
        of
        first refusal or other right of Lessee to purchase the Leased Property of
        any
        Repurchased Summerville Facility).  The provisions of Section 5.2 of
        the Original Master Lease shall apply with respect to such termination of
        the
        Master Lease with respect to each of the Repurchased Summerville
        Facilities.  Notwithstanding the foregoing, the following obligations
        of Lessee under the Master Lease, shall be preserved and continue subsequent
        to
        the Effective Date with respect to the Repurchased Summerville
        Facilities:

       

      (a)           Lessee
        shall remain responsible for and shall protect, indemnify, defend and hold
        Lessor harmless from and against any and all claims, liabilities, damages,
        actions and causes of action, costs and expenses, including reasonable
        attorneys’ fees, for which Lessee is responsible pursuant to the Master Lease
        with respect to the Repurchased Summerville Facilities, and each of them,
        and
        which accrue or have accrued before the Effective Date; and

       

      (b)           Lessee
        shall remain responsible for all obligations of the “Lessee” under the Master
        Lease which accrue or have accrued before the Effective Date until full and
        complete payment and/or performance of the same, including payment of all
        Rent
        with respect to the Repurchased Summerville Facilities through the Effective
        Date.

       

      (c)           Without
        limiting the provisions of subsections (a) and (b) above, Lessee shall remain
        responsible for and shall pay any personal property taxes assessed against
        the
        Leased Property of all of the Repurchased Summerville Facilities or any personal
        property of Lessee therein with a lien date prior to the Effective Date,
        irrespective of the date of the billing therefore, and shall protect, indemnify,
        defend and hold Lessor harmless with respect to any claims for such taxes
        or
        resulting from non-payment thereof.

       

      2.           Removal
        of AL of Florida Sub and ER-V.  From
        and after the Effective Date, each of AL of Florida Sub and ER-V shall be
        removed as a Person comprising “Lessor” (as their interests may appear) under
        the Master Lease, as hereby amended, and neither AL of Florida Sub nor ER-V
        shall have any further obligations under the Master Lease, as hereby amended;
        provided, however, that Lessee shall remain liable to each of AL of Florida
        Sub
        and ER-V for all obligations of Lessee with respect to the Repurchased
        Summerville Facilities which accrue or have accrued before the Effective
        Date
        and which are preserved and continued subsequent to the Effective Date as
        provided in Section 1 above.

       

      
        
          
          

        

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

       

      Affiliate:  The
        meaning given to such term in the Original Master Lease, except that from
        and
        after the Emeritus/Summerville Merger Closing, if at all, with respect to
        Lessee
        and any Guarantor the term “Affiliate” shall exclude any Person that is an
        affiliate of Daniel R. Baty and that but for its relationship with Daniel
        R.
        Baty would not otherwise be considered an Affiliate of Lessee or any
        Guarantor.

       

      Guarantor:  The
        meaning given to such term in the Original Master Lease, except that from
        and
        after the Emeritus/Summerville Merger Closing, if at all, “Guarantor” shall mean
        each of Existing Guarantor (as defined in the Recitals hereto) (and its
        successors by operation of law) and Emeritus (as defined in the Recitals
        hereto), and any future guarantor of Lessee’s obligations under the Master
        Lease, as hereby amended, pursuant to a written Guaranty.

       

      Guaranty:  The
        meaning
        given to such term in the Original Master Lease, except that from and after
        the
        Emeritus/Summerville Merger Closing, if at all, “Guaranty” shall mean (i) the
        Guaranty of Obligations of even date with the original Master Lease (as the
        same
        has been or may hereafter be amended or re-affirmed from time to time in
        writing) made by Existing Guarantor, (ii) the New Emeritus Guaranty to be
        executed by Emeritus pursuant to Section 6 below promptly following the
        Emeritus/Summerville Merger Closing, and (iii) any future written guaranty
        of
        Lessee’s obligations under the Master Lease, as hereby amended, made by any
        subsequent Guarantor.

       

      Transaction
        Documents:  The meaning given to such term in the Original Master
        Lease (as amended by the Amendments), together with this
        Amendment.

       

      (b)           Definition
        of Lessor.  The definition of “Lessor” appearing in Article II of
        the Original Master Lease (as amended and restated pursuant to the Amendments)
        shall be further amended and restated to have the meaning given to such term
        in
        the preamble to this Amendment; provided, however, that from and after the
        Effective Date, each of AL Sub of Florida and ER-V shall be removed
        therefrom.

       

      (c)           Definition
        of Consolidated Net Worth.  Notwithstanding anything to the
        contrary in the Master Lease (as hereby amended), paragraph (iii) of the
        definition of “Consolidated Net Worth” appearing in Section 2.1 of the Original
        Master Lease, is hereby amended and restated, in its entirety, to provide
        as
        follows:

       

      
        
          
          

        

        
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      “(iii)                      the
        sum of the following (without duplication of deductions in respect of items
        already deducted in arriving at surplus and retained earnings): (a) intangible
        assets as defined and calculated in accordance with GAAP; (b) unamortized
        debt
        discount and expense; and (c) any write-up in book value of assets resulting
        from a revaluation thereof subsequent to the most recent Consolidated
        Financials, prior to the date hereof, excluding, however, any (i) net write-up
        in value of foreign currency in accordance with GAAP, (ii) write-up resulting
        from a reversal of a reserve for bad debts or depreciation, and (iii) write-up
        resulting from a change in methods of accounting for inventory.”

       

      (d)           Transfers.  Effective
        as of the Emeritus/Summerville Merger Closing, if at all, Article XXIV of
        the
        Original Master Lease (as amended by the Amendments), is hereby amended and
        restated, in its entirety, with the provisions of Appendix C attached
        hereto and incorporated herein by this reference.

       

      (e)           Financial
        Reporting.  In addition to the reports and information required to
        be delivered by Lessee pursuant to Section 25.1.2 of the Original Master
        Lease:

       

      (i)                      within
        forty-five (45) days after the end of each fiscal quarter (other than the
        last
        fiscal quarter during any fiscal year of the applicable Person), Lessee shall
        furnish to Lessor (i) a copy of the unaudited consolidated balance sheets
        of
        Lessee, each Guarantor and their respective consolidated Subsidiaries as
        of the
        end of such fiscal quarter, and related unaudited consolidated statements,
        changes in common stock and other stockholders’ equity and changes in the
        financial position of Lessee, each Guarantor and their respective consolidated
        Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee,
        each Guarantor and their respective consolidated Subsidiaries that sets forth
        the results for both such fiscal quarter and year-to-date, in all cases prepared
        in accordance with GAAP applied on a basis consistently maintained throughout
        the applicable period; and

       

      (ii)           prior
        to each January 1st, and
        if requested
        each July 1st,
        of each Lease Year, Lessee shall furnish to Lessor projected financial
        statements of each of Lessee and each Guarantor, projecting at least twelve
        (12)
        months in advance, including, without limitation, Lessee’s and Guarantor’s
        income statement, balance sheet, and cash flow statement, all in a reasonable
        level of detail and prepared consistent with the accounting principals applied
        in the preparation of each entity’s annual financial statements and prepared in
        accordance with GAAP.

       

      (f)           Exhibits
        and Schedules.

       

      (i)           Exhibit
        A.  Exhibits A-5 (Ontario, CA), A-11 (New Port
        Richey, FL Land), A-12 (Lakeland, FL Land), A-14 ((East) Ocala, FL
        Land), A-15 (Venice, FL Land), A-16 ((West) Ocala, FL Land),
A-20 (Dallas, TX Land) and A-29 (Morristown,  TN Land)
        attached to the Original Master Lease (as supplemented by the Amendments)
        are
        hereby deleted.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

      (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.

       

      5.           Consent
        to Emeritus/Summerville Merger Closing.  Subject to Lessee’s
        satisfaction of Lessee’s covenants and agreements set forth in Section 6 below,
        Lessor hereby consents (in its capacity as “Lessor” only) to the
        Emeritus/Summerville Merger Closing and agrees that no Transfer Consideration
        with respect to any Facility shall be payable under the Master Lease, as
        hereby
        amended, in connection with the Emeritus/Summerville Merger
        Closing.  Lessee acknowledges and agrees that Lessor’s consent to the
        Emeritus/Summerville Merger Closing shall not (i) constitute a consent to
        any
        such subsequent Transfer or (ii) be construed as a waiver, release or
        relinquishment by Lessor of any of Lessor’s rights and privileges (A) under the
        Master Lease (as hereby amended), including, the right to receive Transfer
        Consideration in connection with any subsequent Transfer to the extent provided
        in the Master Lease, as hereby amended, or (B) as a shareholder of Existing
        Guarantor.

       

      
        
          
          

        

        
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      6.           New
        Emeritus Guaranty.  Promptly upon the Emeritus/Summerville Merger
        Closing, Lessee covenants and agrees to cause Emeritus to execute and promptly
        deliver to Lessor a written guaranty of Lessee’s obligations under the Master
        Lease, as hereby amended, in substantially the form attached hereto as
Appendix D.

       

      7.           Failure
        of the Emeritus/Summerville Merger Closing.  In the event that the
        Emeritus/Summerville Merger Closing does not occur and the Merger Agreement
        is
        terminated for any reason, then (i) any amendment or supplement to the Master
        Lease pursuant to this Amendment that is to be effective as of the
        Emeritus/Summerville Merger Closing shall not be effective and shall have
        no
        further force or effect and (ii) Lessor’s consent to the Emeritus/Summerville
        Merger Closing pursuant to Section 5 above shall have no further force or
        effect.

       

      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.

       

      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 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.

       

      [Signature
        Pages Follow]


      
        
          
          

        

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

       

      
        	
                LESSOR:

              	 	
                HEALTH
                  CARE PROPERTY INVESTORS, INC., a Maryland corporation

              
	 	 	 	 
	 	 	
                By:
                  

              	/s/
                Brian J. Maas  
	 	 	 	 	 	 
	 	 	 Its:
                	
                Brian
                  J. Maas, Sr. Vice President  

              
	 	 	 	 	 	 
	 	 	
                WITNESSES

              	 	 	 
	 	 	 	 	 	 
	 	 	
                /s/
                  Kristina Gonzales

              
	 	 	
                (signature)

              
	 	 	 	 
	 	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	 	
                (print)

              
	 	 	 	 	 	 
	 	 	
                /s/
                  Karen Long

              
	 	 	
                (signature)

              
	 	 	 	 
	 	 	
                Name:

              	
                Karen
                  Long

              
	 	 	
                (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/
                Brian J. Maas 
	 	 	 	 	 	 
	 	 	 	
                 

              
	 	 	 	
                Its:

              	 Brian
                J. Maas, Sr. Vice President 
	 	 	 
	 	 	
                WITNESSES

              
	 	 	 
	 	 	
                /s/
                  Kristina Gonzales

              
	 	 	
                (signature)

              
	 	 	 	 
	 	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	 	
                (print)

              
	 	 	 
	 	 	
                /s/
                  Karen Long

              
	 	 	
                (signature)

              
	 	 	 	 
	 	 	
                Name:

              	
                Karen
                  Long

              
	 	 	
                (print)

              


      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

              	
                TEXAS
                  HCP HOLDING, L.P., a Delaware limited partnership

              
	 	 	 
	 	
                By:

              	
                Texas
                  HCP G.P., Inc., a Delaware corporation

              
	 	 	 	 	 	 	 
	 	 	
                By:
                  

              	 /s/
                Brian J. Maas   
	 	 	 	 	 	 	 
	 	 	
                Its:
                  

              	 Brian
                J. Maas, Sr. Vice President   
	 	 	 	 	 	 	 
	 	 
	 	
                WITNESSES

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Kristina Gonzales

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Karen Long

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Karen
                  Long

              
	 	
                (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/
                Brian J. Maas   
	 	 	
                 

              
	 	 	 Its:
                	
                Brian
                  J. Maas, Sr. Vice President   

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Kristina Gonzales

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Karen Long

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Karen
                  Long

              
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

              	
                EMERITUS
                  REALTY V, LLC, a Delaware limited liability company1

              
	 	 	 
	 	
                By:

              	
                Health
                  Care Property Investors, Inc., a Maryland corporation, its Managing
                  Member

              
	 	 	 	 	 	 	 
	 	 	
                By:
                  

              	 /s/
                Brian J. Maas   
	 	 	
                 

              
	 	 	
                Its:
                  

              	 Brian
                J. Maas, Sr. Vice President   
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Kristina Gonzales

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Karen Long

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Karen
                  Long

              
	 	
                (print)

              


      

      


      [Signatures
        continue on the following page]

      ______________________

        
        1
          NOTE:  From and after the Effective Date, Emeritus Realty V, LLC shall
          be removed as a Person comprising Lessor under the Master Lease, as hereby
          amended.

      


      
        
          
          

        

        
          S-3

          
            

          

        

        
          
          

        

      


      


      
        	
                LESSOR
                  (Continued):

              	
                FAEC
                  HOLDINGS (EP), LLC, a Delaware limited liability
                  company

              
	 	 	 
	 	
                By:

              	
                Health
                  Care Property Investors, Inc., a Maryland corporation, its Managing
                  Member

              
	 	 	 	 	 	 	 
	 	 	
                By:
                  

              	/s/
                Brian J. Maas   
	 	 	
                 

              
	 	 	
                Its:
                  

              	 Brian
                J. Maas, Sr. Vice President   
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Kristina Gonzales

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Karen Long

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Karen
                  Long

              
	 	
                (print)

              


      

       

      [Signatures
        continue on the following page]


      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

              	
                AL
                  OF FLORIDA SUB, LLC, a Delaware limited liability company2

              
	 	 	 
	 	
                By:

              	
                HCP
                  AL OF FLORIDA, LLC, a Delaware limited liability company, its Sole
                  and
                  Managing Member

              
	 	 	 
	 	 	
                By:
                  Health Care Property Investors, Inc., a Maryland corporation, its
                  Managing
                  Member

              
	 	 	 	 	 	 
	 	 	
                By:
                  

              	 /s/
                Brian J. Maas  
	 	 	 	 	 	 
	 	
                 

              	
                Its:


              	
                Brian
                  J. Maas, Sr. Vice President  

              
	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 	 	 	 	 
	 	
                /s/
                  Kristina Gonzales

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Kristina
                  Gonzales

              
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Karen Long

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Karen
                  Long

              
	 	
                (print)

              


      

       

      [Signatures
        continue on the following page]

      ______________________

      
        2
          NOTE:  From and after the Effective Date, AL of Florida Sub, LLC shall
          be removed as a Person comprising Lessor under the Master Lease, as hereby
          amended.

      


      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE:

              	
                LH
                  ASSISTED LIVING, LLC,

              
	 	
                a
                  Delaware limited liability company

              
	 	 	 	 	 	 	 
	 	By: 	/s/
                Melanie Werdel
	 	 	
                Melanie
                  Werdel, Sr. VP - Administration

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	 Name: 	 Marjji
                Padden    
	 	
                 (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Tara Anderson

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                 Tara
                  Anderson

              
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT COBBCO, INC.,

              
	 	
                a
                  California corporation

              
	 	 	
                 

              	
                 

              	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel 

              
	 	 	
                Melanie
                  Werdel, Sr. VP - Administration

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name: 

              	 Marjji
                Padden    
	 	
                    (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Tara Anderson

              
	 	
                (signature)     

              
	 	 	 
	 	
                Name:

              	
                Tara
                  Anderson

              
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT HILLSBOROUGH, L.L.C., a New Jersey limited liability
                  company

              
	 	 	
                 

              	
                 

              	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	     
	 	
                Name:
                  

              	 Eric
                Mendelsohn    
	 	
                 (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	 Marjii
                Padden
	 	
                      (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT OCOEE, INC.,

              
	 	
                a
                  Delaware corporation

              
	 	 	
                 

              	
                 

              	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb , President

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              	 	 	 	 	 
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	
                 

              
	 	
                Name:
                  

              	 Eric
                Mendelsohn
	 	
                 (print)  

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden     

              
	 	
                 (signature)

              
	 	 	
                 

              
	 	
                Name:
                  

              	 Marjii
                Padden
	 	
                  (print)

              
	 	
                 

              


      


      
        
          
          

        

        
          S-7

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT PORT ORANGE, INC., 

                a
                  Delaware corporation

              
	 	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 	 	 	 	 	 
	 	
                Name:
                  

              	 Eric
                Mendelsohn     
	 	
                 (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT PRINCE WILLIAM, INC., a Delaware corporation

              
	 	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn 
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-8

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT STAFFORD, L.L.C.,

              
	 	
                a
                  New Jersey limited liability company

              
	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	Granger
                Cobb, President   
	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT VOORHEES, L.L.C.,

              
	 	
                a
                  New Jersey limited liability company

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      


      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT WESTMINSTER, INC., a Maryland corporation

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT PINELLAS PARK, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)     

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      


      
        
          
          

        

        
          S-10

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OCALA WEST, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (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/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      


      
        
          
          

        

        
          S-11

          
            

          

        

        
          
          

        

      

      


      
        	
                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, Preside nt

              
	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)    

              
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT NEW PORT RICHEY, LLC, a Delaware limited liability
                  company

              
	 	 	
                 

              	
                 

              	
                 

              	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      


      
        
          
          

        

        
          S-12

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT LAKELAND, LLC, a Delaware limited liability company

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)     

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT ST. AUGUSTINE LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-13

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT OCALA EAST, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT VENICE, LLC, a Delaware limited liability company

              
	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-14

          
            

          

        

        
          
          

        

      

       

      
        	
                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/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)     

              
	 	 	 
	 	
                Name:
                  

              	Marjji
                Padden
	 	
                (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/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-15

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT CHESTNUT HILL, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  9, LLC, a Delaware limited liability company

              
	 	 	
                 

              	
                 

              	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-16

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT CARROLLWOOD, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	
                 

              
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjii Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT GAINESVILLE, LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	
                 

              
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-17

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT FOX RUN, LLC, a Delaware limited liability company

              
	 	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	
                 

              
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT WEKIWA SPRINGS LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb 

              
	
                ­­

              	 	
                Granger
                  Cobb, President

              
	 	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-18

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OAK PARK LLC, a Delaware limited liability company

              
	 	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	
                 

              
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                THE
                  TERRACE AT LOOKOUT POINTE LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 	 
	 	
                By:
                  

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-19

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                THE
                  ESTATES OF OAK RIDGE LLC, a Delaware limited liability
                  company

              
	 	 	 	 	 	 	 	 
	 	
                By:

              	/s/
                Granger Cobb
	 	 	
                Granger
                  Cobb, President

              
	 	
                 

              
	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Eric Mendelsohn

              
	 	
                (signature)

              
	 	 	 
	 	
                Name
                  

              	Eric
                Mendelsohn
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjii
                Padden
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                SUMMERVILLE
                  AT OVIEDO LLC, a Delaware limited liability company

              
	 	 	 	 	 	 	 	 
	 	
                By:

              	
                /s/
                  Melaine Werdel 

              
	 	 	
                Melanie
                  Werdel, Sr. VP -Administration

              
	 	 	 	 	 	 	 	 
	 	
                WITNESSES

              
	 	 
	 	
                /s/
                  Tara Anderson

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Tara
                Anderson
	 	
                (print)

              
	 	 	 	 	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:
                  

              	Marjji
                Padden
	 	
                (print)

              


      

       

      
        
          
          

        

        
          S-20

          
            

          

        

        
          
          

        

      


      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/
                  Eric Mendelsohn

              
	 	 	 	 
	 	
                Name:

              	
                Eric
                  Mendelsohn

              
	 	
                (print)

              
	 	 	 	 
	 	
                /s/
                  Marjji Padden

              
	 	
                (signature)

              
	 	 	 
	 	
                Name:

              	
                Marjji
                  Padden

              
	 	
                (print) 

              


      


      
        
          
          

        

        
          S-21

          
            

          

        

        
          
          

        

      


      APPENDIX
        C

      


      ARTICLE
        XXIV AMENDMENT AND RESTATEMENT

      


      Effective
        as of the Emeritus/Summerville Merger Closing, if at all, Article XXIV of
        the
        Original Master Lease (as amended by the Amendments) is hereby amended, in
        its
        entirety, to read as follows:

       

      ARTICLE
        XXIV.

       

      24.1           Transfers.

       

      24.1.1.                      Prohibition.  Subject
        to the provisions of Sections 24.1.10, 24.1.11,  and 24.1.12 , Lessee
        shall not, without Lessor’s prior written consent, which consent may not be
        unreasonably withheld or delayed, either directly or indirectly or through
        one
        or more step transactions or tiered transactions, voluntarily or by operation
        of
        law, (i) assign, convey, sell, pledge, mortgage, hypothecate or otherwise
        encumber, transfer or dispose of all or any part of this Lease or Lessee’s
        leasehold estate hereunder, (ii) Master Sublease all or any part of the Leased
        Property and/or any Capital Additions of any Facility, (iii) engage the services
        of any Person that is not an Affiliate of Lessee for the management or operation
        of more than ten percent (10%) of the Leased Property and/or any Capital
        Additions of any Facility, (iv) convey, sell, assign, transfer or dispose
        of any
        stock or partnership, membership or other interests (whether equity or
        otherwise) in Lessee (which shall include any conveyance, sale, assignment,
        transfer or disposition of any stock or partnership, membership or other
        interests (whether equity or otherwise) in any Controlling Person(s)), if
        such
        conveyance, sale, assignment, transfer or disposition results, directly or
        indirectly, in a change in control of Lessee (or in any Controlling Person(s)),
        (v) dissolve, merge or consolidate Lessee (which shall include any dissolution,
        merger or consolidation of any Controlling Person) with any other Person,
        if
        such dissolution, merger or consolidation, directly or indirectly, results
        in a
        change in control of Lessee or in any Controlling Person(s), (vi) sell, convey,
        assign, or otherwise transfer all or substantially all of the assets of Lessee
        (which shall include any sale, conveyance, assignment, or other transfer
        of all
        or substantially all of the assets of any Controlling Person) or (vii) enter
        into or permit to be entered into any agreement or arrangement to do any
        of the
        foregoing (each of the aforesaid acts referred to in clauses (i) through
        (vii)
        being referred to herein as a “Transfer”).  Any Occupancy Arrangement
        with respect to more than Ten Percent (10%) of any Facility in the aggregate
        to
        any Person and/or its Affiliates, directly or indirectly, or through one
        or more
        step transactions or tiered transactions, shall be deemed to be a “Master
        Sublease” hereunder.  For any Occupancy Arrangement transaction not
        requiring the consent of Lessor hereunder (i.e., an Occupancy Arrangement
        not
        constituting a Master Sublease or an engagement of a Person and/or its
        Affiliates, directly or indirectly, to manage not more than ten percent (10%)
        of
        any Facility), Lessee shall, within ten (10) days of entering into any such
        Occupancy Arrangement or management engagement, notify Lessor of the existence
        of such Occupancy Arrangement or management engagement and the identity of
        the
        Occupant or manager, as the case may be, and supply Lessor with a copy of
        the
        agreement relating to such Occupancy Arrangement or management engagement
        and
        any other related documentation, materials or information reasonably requested
        by Lessor.  Notwithstanding the foregoing or any other provisions of
        this Lease to the contrary, Lessee acknowledges that it is Lessor’s practice not
        to permit hypothecations or pledges of leasehold interests by its
        lessees.  Accordingly, Lessee hereby agrees that Lessor shall have the
        right to approve or disapprove of any such hypothecation or pledge of the
        leasehold estate created hereby by Lessee in Lessor’s sole and absolute
        discretion, and if Lessor shall approve the same Lessor shall be entitled
        to
        impose such conditions in connection therewith as Lessor deems
        appropriate.

       

      
        
          
          

        

        
          App.C
            Page 1 of 9

          
            

          

        

        
          
          

        

      


      24.1.2.                 Consent.

       

      24.1.2.1                           Subject
        to the provisions of Sections 24.1.10, 24.1.11 and 24.1.12 below, prior to
        any
        Transfer, Lessee shall first notify Lessor of its desire to do so and shall
        submit in writing to Lessor: (a) the name of the proposed Occupant, assignee,
        manager or other transferee; (b) the terms and provisions of the Transfer,
        including any agreements in connection therewith; and (c) such financial
        information as Lessor reasonably may request concerning the proposed Occupant,
        assignee, manager or other transferee.  Except as otherwise provided
        in Sections 24.1.10, 24.1.11 or 24.1.12, Lessor may, as a condition to granting
        such consent, which consent may not be unreasonably withheld or delayed,
        and in
        addition to any other reasonable conditions imposed by Lessor, require that
        the
        obligations of any Occupant, assignee, manager or other transferee which
        is an
        Affiliate of another Person be guaranteed by its ultimate parent or other
        ultimate Controlling Person and that any Guaranty of this Lease be reaffirmed
        by
        the applicable Guarantor notwithstanding such Transfer.  In exercising
        its right of reasonable approval or disapproval to a proposed Transfer, Lessor
        shall be entitled to take into account any fact or factor which Lessor
        reasonably deems relevant to such decision, including the following, all
        of
        which are agreed to be reasonable factors for Lessor’s
        consideration:

       

      (i)           The
        financial strength of the proposed Occupant, assignee, manager or other
        transferee, including the adequacy of its working capital.  In
        connection with a Transfer resulting from a merger or consolidation to which
        Emeritus Corporation, Washington corporation (“Emeritus”) is a party, Lessor
        shall be entitled to compare the Consolidated Net Worth and debt to equity
        ratio
        of the surviving party following the effectiveness of such event as compared
        to
        the Consolidated Net Worth and debt to equity ratio of Emeritus prior to
        such
        event.

       

      (ii)           The
        operating experience of the proposed Occupant, assignee, manager or other
        transferee with respect to businesses of the nature, type and size of the
        applicable Facility.

       

      (iii)           The
        quality and reputation of the proposed Occupant, assignee, manager or other
        transferee.

       

      (iv)           Whether
        such Transfer will cause a breach or violation of any material agreements
        to
        which Lessee or any Controlling Person is a party.

       

      (v)           Whether
        there then exists any Event of Default by Lessee pursuant to this
        Lease.

       

      
        
          
          

        

        
          App.C
            Page 2 of 9

          
            

          

        

        
          
          

        

      

       

      Moreover,
        Lessor shall be entitled to be reasonably satisfied that each and every
        covenant, condition or obligation imposed upon Lessee by this Lease and each
        and
        every right, remedy or benefit afforded Lessor by this Lease is not impaired
        or
        diminished by such Transfer.  No withholding of consent by Lessor for
        any reason deemed sufficient by Lessor shall give rise to any claim by Lessee
        or
        any other Person or entitle Lessee to terminate this Lease or to any abatement
        of Rent.

       

      24.1.2.2                           In
        connection with any Transfer, Lessor shall be entitled to receive the applicable
        Transfer Consideration, if any.

       

      24.1.2.3                           The
        consent by Lessor to any Transfer shall not constitute a consent to any
        subsequent Transfer or to any subsequent or successive Transfer.  Any
        purported or attempted Transfer contrary to the provisions of this Article
        shall
        be void and, at the option of Lessor, shall terminate this Lease.

       

      24.1.3.                 Release
        of Existing Lessee and Guarantor Upon Certain Transfers.  Upon the
        consummation of any Transfer by Lessee that (a) constitutes an assignment
        of
        Lessee’s entire interest in this Lease, (b) requires Lessor’s prior written
        consent pursuant to the terms of this Article XXIV, and (c) receives such
        prior
        written consent by Lessor, Lessor shall release Lessee and any current Guarantor
        from all obligations arising under this Lease and any current Guaranty, as
        applicable, following the effective date of such Transfer, so long as each
        of
        the following conditions is met:

       

                   (i)           The
        Consolidated Net Worth of the assignee (if the assignee’s stock is not listed
        for trading on the American Stock Exchange or the New York Stock Exchange
        or
        authorized for quotation on the NASDAQ National Market), or the Shareholder’s
        Equity of the assignee (if the assignee’s stock is listed for trading on the
        American Stock Exchange or the New York Stock Exchange or authorized for
        quotation on the NASDAQ National Market), immediately following the
        effectiveness of such Transfer shall be greater than an amount equal to the
        Consolidated Net Worth of Emeritus immediately following the
        Emeritus/Summerville Merger Closing date as reasonably determined by
        Lessor.

       

      (ii)           The
        debt to equity ratio of the assignee following the effectiveness of such
        Transfer shall be less than an amount equal to the debt to equity ratio of
        Emeritus immediately following the Emeritus/Summerville Merger Closing date
        as
        reasonably determined by Lessor.  For purposes of this clause (ii),
“debt” shall include the capitalized value of any leases required to be
        capitalized in accordance with GAAP to which Emeritus and/or such assignee
        (and/or their consolidated Subsidiaries) are parties and the same shall be
        demonstrated by financial statements prepared in accordance with GAAP and
        reasonably satisfactory to Lessor.

       

      (iii)           The
        assignee shall have adequate experience and skill in (i) operating
        facilities comparable to the Facilities then covered by this Lease and (ii)
        a
        business of the nature, type and size of the business of Emeritus immediately
        prior to the effectiveness of such Transfer, as determined by Lessor in its
        reasonable discretion.

       

      
        
          
          

        

        
          App.C
            Page 3 of 9

          
            

          

        

        
          
          

        

      


      24.1.4.                 Attornment
        and Related Matters.  Any Occupancy Arrangement (whether or not
        the same constitutes a Master Sublease) or management engagement shall be
        expressly subject and subordinate to all applicable terms and conditions
        of this
        Lease and provide that Lessor, at its option and without any obligation to
        do
        so, may require any Occupant or manager to attorn to Lessor, in which event
        Lessor shall undertake the obligations of Lessee, as sublessor, licensor
        or
        otherwise under such Occupancy Arrangement or management engagement from
        the
        time of the exercise of such option to the termination of such Occupancy
        Arrangement or management engagement and in such case Lessor shall not be
        liable
        for any prepaid rents, fees or other charges or for any prepaid security
        deposits paid by such Occupant to Lessee or for any other prior defaults
        of
        Lessee under such Occupancy Arrangement or management engagement.  In
        the event that Lessor shall not require such attornment with respect to any
        Occupancy Arrangement or management engagement, then such Occupancy Arrangement
        or management engagement shall automatically terminate upon the expiration
        or
        earlier termination of this Lease, including any early termination by mutual
        agreement of Lessor and Lessee.  Furthermore, any Occupancy
        Arrangement, management engagement or other agreement regarding a Transfer
        shall
        expressly provide that the Occupant, assignee, manager or other transferee
        shall
        furnish Lessor with such financial, operational or other information about
        the
        physical condition of the applicable Facility, including the information
        required by Section 25.1.2 herein, as Lessor may request from time to
        time.

       

      24.1.5.                 Assignment
        of Lessee’s Rights Against Occupant Under a Master Sublease.  If
        Lessor shall consent to a Master Sublease, then the written instrument of
        consent, executed and acknowledged by Lessor, Lessee and the Occupant
        thereunder, shall contain a provision substantially similar to the
        following:

       

      (i)           Lessee
        and such Occupant hereby agree that, if such Occupant shall be in default
        of any
        of its obligations under the Master Sublease, which default also constitutes
        an
        Event of Default by Lessee under this Lease, then Lessor shall be permitted
        to
        avail itself of all of the rights and remedies available to Lessee against
        such
        Occupant in connection therewith.

       

      (ii)           Without
        limiting the generality of the foregoing, Lessor shall be permitted (by
        assignment of a cause of action or otherwise) to institute an action or
        proceeding against such Occupant in the name of Lessee in order to enforce
        Lessee’s rights under the Master Sublease, and also shall be permitted to take
        all ancillary actions (e.g., serve default notices and demands) in the
        name of Lessee as Lessor reasonably shall determine to be
        necessary.

       

      (iii)           Lessee
        agrees to cooperate with Lessor, and to execute such documents as shall be
        reasonably necessary, in connection with the implementation of the foregoing
        rights of Lessor.

       

      
        
          
          

        

        
          App.C
            Page 4 of 9

          
            

          

        

        
          
          

        

      


      (iv)           Lessee
        expressly acknowledges and agrees that the exercise by Lessor of any of the
        foregoing rights and remedies shall not constitute an election of remedies,
        and
        shall not in any way impair Lessor’s entitlement to pursue other rights and
        remedies directly against Lessee.

       

      24.1.6.                 Costs.  Lessee
        shall reimburse Lessor for Lessor’s reasonable costs and expenses incurred in
        conjunction with the processing and documentation of any request to Transfer,
        including attorneys’, architects’, engineers’ or other consultants’ fees whether
        or not such Transfer is actually consummated.

       

      24.1.7.                 No
        Release of Lessee’s Obligations.  Except as expressly set forth in
        Section 24.1.3 above, no Transfer shall relieve Lessee of its obligation
        to pay
        the Rent and to perform all of the other obligations to be performed by Lessee
        hereunder.  Except as expressly set forth in Section 24.1.3 above, the
        liability of Lessee named herein and any immediate and remote successor in
        interest of Lessee (i.e., by means of any Transfer), and the due
        performance of the obligations of this Lease on Lessee’s part to be performed or
        observed, shall not in any way be discharged, released or impaired by any
        (i) agreement which modifies any of the rights or obligations of the
        parties under this Lease, (ii) stipulation which extends the time within
        which an obligation under this Lease is to be performed, (iii) waiver of
        the performance of an obligation required under this Lease, or (iv) failure
        to enforce any of the obligations set forth in this Lease.  Except as
        expressly set forth in Section 24.1.3 above, if any Occupant, assignee, manager
        or other transferee defaults in any performance due hereunder, Lessor may
        proceed directly against the Lessee named herein and/or any immediate and
        remote
        successor in interest of Lessee without exhausting its remedies against such
        Occupant, assignee, manager or other transferee.

       

      24.1.8.                 REIT
        Protection.  Anything contained in this Lease to the contrary
        notwithstanding, no Transfer shall be consummated on any basis such that,
        based
        on the reasonable advice of Lessor’s outside counsel, the status of Lessor as a
        real estate investment trust could be jeopardized because (i) the rental
        or
        other amounts to be paid by the Occupant, assignee, manager or other transferee
        thereunder would be based, in whole or in part, on the income or profits
        derived
        by the business activities of the Occupant, assignee, manager or other
        transferee; (ii) the Transfer is with any Person in which Lessee or Lessor
        owns an interest, directly or indirectly (by applying constructive ownership
        rules set forth in Section 856(d)(5) of the Code); or (iii) the Transfer
        is to
        be consummated with a Person or in a manner which could cause any portion
        of the
        amounts received by Lessor pursuant to this Lease or any Occupancy Arrangement
        to fail to qualify as “rents from real property” within the meaning of Section
        856(d) of the Code, or any similar or successor provision thereto or which
        could
        cause any other income of Lessor to fail to qualify as income described in
        Section 856(c)(2) of the Code.  Lessee shall provide such information
        as Lessor’s outside counsel may reasonably request to provide its advice
        regarding the foregoing, and in rendering such advice, Lessor’s counsel shall be
        entitled to rely on factual representations from Lessee and Lessor; provided,
        however, that Lessee shall have no liability therefor if Lessee has provided
        such information and representations in good faith and after a reasonably
        diligent review and inquiry of the subject matter thereof.

       

      
        
          
          

        

        
          App.C
            Page 5 of 9

          
            

          

        

        
          
          

        

      

       

      24.1.9.                 Transfers
        In Bankruptcy.  In the event of a Transfer pursuant to the
        provisions of the Bankruptcy Code, all consideration payable or otherwise
        to be
        delivered in connection with such Transfer shall be paid or delivered to
        Lessor,
        shall be and remain the exclusive property of Lessor and shall not constitute
        property of Lessee or of the estate of Lessee within the meaning of the
        Bankruptcy Code.  Any consideration constituting Lessor’s property
        pursuant to the immediately preceding sentence and not paid or delivered
        to
        Lessor shall be held in trust for the benefit of Lessor and be promptly paid
        or
        delivered to Lessor.  For purposes of this Section 24.1.9, the term
“consideration” shall mean and include money, services, property and any other
        thing of value such as payment of costs, cancellation or forgiveness of
        indebtedness, discounts, rebates, barter and the like.  If any such
        consideration is in a form other than cash (such as in kind, equity interests,
        indebtedness earn-outs, or other deferred payments, consulting or management
        fees, etc.) Lessor shall be entitled to receive in cash the then present
        fair
        market value of such consideration.  Notwithstanding any provision of
        this Lease to the contrary, including this Section 24.1.8, it is expressly
        understood and agreed that it is the intention of the parties hereto that,
        notwithstanding any provision of the Bankruptcy Code, including Section 365(f)
        thereof, Lessee is precluded from effecting any Transfer of any single Facility
        except as may otherwise be expressly provided in this Lease.


      24.1.10.                      Public
        Offering/Public Trading.  Notwithstanding anything to the contrary
        in this Article XXIV, so long as the stock of Lessee or any Controlling
        Person(s) is listed for trading on the American Stock Exchange or the New
        York
        Stock Exchange or authorized for quotation on the NASDAQ National Market,
        the
        transfer or exchange of such stock over such exchange or market shall not
        be
        deemed a Transfer hereunder unless the same constitutes a tender or similar
        offer (whether in one transaction or in any step or series of transactions)
        to
        acquire an interest in the outstanding and issued securities of Lessee or
        such
        Controlling Person(s) that results, directly or indirectly, in a change in
        control of Lessee or such Controlling Person(s).

       

      24.1.11.                      Certain
        Other Transfers. Notwithstanding anything to the contrary in this Article
        XXIV, but subject to the provisions of Section 24.1.8 above, so long as Emeritus
        has other significant assets other than its interest (whether direct or
        indirect) in this Lease, the Facilities and any other leases of facilities
        between Lessor or an Affiliate of Lessor and
        Emeritus or an Affiliate of Lessee, Lessor
shall consent to any Transfer resulting from
        (a) a sale or transfer of
        all or substantially all of the outstanding capital stock of Emeritus or
        a sale
        or transfer of all or substantially all of the assets of Emeritus, in each
        case
        to a single purchaser or transferee in a single transaction or (b) a merger,
        consolidation or stock exchange to which Emeritus is a party, and the provisions
        of Section 24.1.2.2 (i.e., payment of Transfer Consideration) shall not
        apply to such Transfer, so long as each of the following conditions is
        met:

       

      (i)           The
        Consolidated Net Worth of the purchaser or transferee resulting from a Transfer
        pursuant to clause (a) above or the surviving party resulting from a Transfer
        pursuant to clause (b) above, as the case may be, following the effectiveness
        of
        such event shall be greater than the average Consolidated Net Worth of Emeritus
        for the twelve (12) month period immediately prior to the effectiveness of
        such
        event, as reasonably determined by Lessor.

       

      
        
          
          

        

        
          App.C
            Page 6 of 9

          
            

          

        

        
          
          

        

      


      (ii)           The
        debt to equity ratio of the purchaser or transferee resulting from a Transfer
        pursuant to clause (a) above or the surviving party resulting from a Transfer
        pursuant to clause (b) above, as the case may be, following the effectiveness
        of
        such event shall be less than the average debt to equity ratio of Emeritus
        for
        the twelve (12) month period immediately prior to the effectiveness of such
        event, as reasonably determined by Lessor.  For purposes of this
        clause (ii), “debt” shall include the capitalized value of any leases required
        to be capitalized in accordance with GAAP to which Emeritus and/or such
        transferee or surviving entity (and/or their consolidated Subsidiaries) are
        parties and the same shall be demonstrated by financial statements prepared
        in
        accordance with GAAP and reasonably satisfactory to Lessor.

       

      (iii)           The
        purchaser or transferee resulting from a Transfer pursuant to clause (a)
        above
        or the other party(s) to the Transfer pursuant to clause (b) above, as the
        case
        may be, shall have sufficient operating experience and history with respect
        to a
        business of the nature, type and size of the business of Emeritus as the
        same
        exists prior to the effectiveness of such event, as reasonably determined
        by
        Lessor.  Such purchaser or transferee or other party to such Transfer,
        as the case may be, shall be deemed to have “sufficient operating experience and
        history” if, (A) the core management team of such purchaser, transferee or other
        party, as the case may be, has an average of not less than three (3) years’
operating experience with respect to the operation and management of facilities
        of the type and nature operated and/or managed by Emeritus and its
        Subsidiary(ies), or (B) such transferee or purchaser or other party, as the
        case
        may be, shall immediately following the effectiveness of such Transfer, and
        for
        a period of not less than one (1) year thereafter, retain and/or hire in
        a
        full-time management or consulting capacity a majority of the principal officers
        of Emeritus who were in the employment of
        Emeritus prior to the effectiveness of Transfer.

       

      (iv)           Except
        in the case of a Transfer as to which such transferee or purchaser or surviving
        party, as the case may be, assumes the obligations of Emeritus hereunder
        and any
        Guarantor under any under the applicable Guaranty as a matter of law, such
        transferee or purchaser or surviving party shall execute a written assumption
        of
        this Lease and with respect to each Guaranty, either (A) a written assumption
        of
        such Guaranty in form and substance reasonably acceptable to Lessor or (B)
        a new
        guaranty of this Lease consistent in form and substance with each such
        Guaranty.

       

      (v)           No
        Event of Default shall have occurred and be continuing hereunder.

       

      (vi)           [Intentionally
        Omitted].


      
        
          
          

        

        
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      (vii)           Lessor
        shall receive the applicable information required by Section 24.1.2.1(i)
        with
        respect to each such proposed Transfer and the proposed purchaser or transferee
        resulting therefrom.

       

      As
        used
        in this Section 24.1.11, “other significant assets” shall mean that
        Emeritus has other net current assets, whether
        direct or indirect, other than its interests (whether direct or indirect)
        in
        this Lease, the Facilities and the facilities covered thereby and any other
        facilities leased by Emeritus or an Affiliate of
        Emeritus from Lessor or an Affiliate of Lessor,
        which in the aggregate total not less than $100,000,000 or represent at least
        Forty Percent (40%) of the total net current assets of Emeritus, including
        its
        interests (whether direct or indirect) in the Facilities and any other
        facilities leased by Emeritus or any Affiliate of
        Emeritus from Lessor or an Affiliate of
        Lessor.

       

      24.1.12.                      Affiliate
        Transactions.  Notwithstanding anything to the contrary contained
        in this Article XXIV but subject to the provisions of Section 24.1.8 above,
        Lessor’s consent shall not be required in connection with, and the provisions of
        Section 24.1.2.2 (i.e., payment of Transfer Consideration) shall not
        apply to, any assignment of Lessee’s interest in this Lease to any Affiliate(s)
        of Lessee, so long as in connection therewith, each of the following conditions
        is met:

       

      (i)           In connection
        with such assignment, there is no change in the use of the Leased Property
        from
        the Primary Intended Use;

       

      (ii)           No
        Event of Default shall have occurred and be continuing hereunder;

       

      (iii)           The
        assignee shall assume all of the obligations of Lessee hereunder accruing
        subsequent to the effective date of such assignment by an instrument in writing
        in form and substance reasonably satisfactory to Lessor.  A copy of
        such executed assumption shall be delivered to Lessor along with the notice
        specified in clause (e) below;

       

      (iv)           Except
        as expressly set forth in clause (vi) below, the original Lessee shall not
        be
        released from any of the obligations of the Lessee hereunder, whether occurring
        prior to or after the effective date of such transaction, and if requested
        by
        Lessor, shall execute a written guaranty of the “Lessee’s” obligations under
        this Lease in a form satisfactory to Lessor. In addition, no Guarantor shall
        be
        released from any of its obligations under any Guaranty and shall, if requested
        by Lessor, execute a written reaffirmation of such Guaranty in a form
        satisfactory to Lessor; and

       

      (v)           Within
        ten (10) days after the effectiveness of such transaction, Lessee shall notify
        Lessor in writing of the occurrence of such event, the effective date thereof,
        the facts placing the same within the provisions of this Section
        24.1.12 and any other change in the address for billings and notices to the
        Lessee pursuant to this Lease, accompanied by an executed copy of the assumption
        or written guaranty as required pursuant to this Lease.

       

      
        
          
          

        

        
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      (vi)           Notwithstanding
        anything to the contrary contained in this Section 24.1.12, the original
        Lessee following an assignment to any Affiliate(s) of Lessee as provided
        in this
        Section 24.1.12 shall be released from all obligations under this Lease
        upon the dissolution or liquidation of such original Lessee.

       

       

      App.C
        Page 9 0f 9