ex10_246.htm


    
      

    

    EXIHIBIT
      10.24.6

     

    FIFTH
      AMENDMENT TO AMENDED

    AND
      RESTATED MASTER LEASE

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    RECITALS

     

    A.            Lessor,
      as "Lessor," and LHAL LLC, Cobbco Inc., Hillsborough LLC, Ocoee Inc., Port
      Orange Inc., Prince William Inc., Stafford LLC, Voorhees LLC, Westminster Inc.,
      Pinellas LLC, Ocala West LLC, Cy-Fair LP, Friendswood LP, New Port Richey LLC,
      Lakeland LLC, St. Augustine LLC, Ocala East LLC, Venice LLC, Lakeland Hills
      LP,
      Irving LP, and Chestnut Hill LLC (collectively, and jointly and severally,
      "Current Lessee"), as "Lessee", are parties to that certain Amended and Restated
      Master Lease dated as of April 20, 2005 (the "Original Master Lease"), as
      amended by that certain First Amendment to Amended and Restated Master Lease
      dated as of September 1, 2005 (the "First Amendment"), that certain Second
      Amendment to Amended and Restated Master Lease dated 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"), and that
      certain Fourth Amendment to Amended and Restated Master Lease and Consolidation
      and Restatement of Beckett Lake Facility Master Lease dated as of May 31, 2006
      (the "Fourth Amendment," and together with the Original Master Lease, the First
      Amendment, the Second Amendment, and the Third Amendment, the "Master Lease"),
      covering the Leased Property of twenty-three (23) mixed skilled nursing and
      assisted living care Facilities located in California, Connecticut, Florida,
      Maryland, New Jersey, Ohio, Texas and Virginia. All capitalized terms used
      in
      this Amendment and not otherwise defined or modified herein shall have the
      meanings assigned to such terms in the Master Lease.

     

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

     

    C.            HCP,
      as Buyer, and Guarantor, as Seller, have entered into to that certain
Contract
      of Acquisition, dated as of May 31, 2006 (as the same may be amended or modified
      in accordance with the terms thereof, the "Group 8 Facilities Contract of
      Acquisition"), pursuant to which HCP is purchasing and acquiring from Guarantor
      (or pursuant to which Guarantor is causing to be transferred and conveyed to
      HCP) on and effective as of the Effective Date, the following:

     

    (i)            the
      real property located in Tampa, Florida and more particularly described on
Exhibit A-24
      attached hereto, together with all improvements and fixtures thereon,
      related rights and certain Personal Property relating thereto (the "Carrollwood
      Facility"); and

     

    (ii)            the
      real property located in Gainesville, Florida and more particularly described
      on
Exhibit A-25
      attached hereto, together with all improvements and fixtures thereon,
      related rights and certain Personal Property relating thereto (the "Gainesville
      Facility").

     

    The
      Carrollwood Facility and the Gainesville Facility are sometimes referred to
      herein, individually, as a "Group 8 Facility," and collectively, as the "Group
      8
      Facilities."

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    D.            Effective
      immediately upon the Effective Date and Closing Date {as defined in the Group
      8
      Facilities Contract of Acquisition), Lessor desires to add to the Leased
      Property and lease to Lessee, and Lessee desires to lease from Lessor, the
      Group
      8 Facilities, and each of them, upon the terms and conditions set forth in
      the
      Master Lease, as amended by this Amendment.

     

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

     

    AMENDMENT

     

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

     

    1.           Leasing.
      Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the
      Leased Property of the Group 8 Facilities upon all of the terms and conditions
      set forth in the Master Lease, as amended by this Amendment. All references
      herein and in the Master Lease to a "Facility" or "Facilities" shall mean each
      Facility (as defined in the Master Lease) together with the Group 8 Facilities,
      and each of them.

     

    2.           Joint
      and Several Liability of Lessee. From and after the Effective
      Date,

     

    Carrollwood
      LLC and Gainesville LLC shall {i) be jointly and severally liable for all of
      the
      obligations of the "Lessee" under the Master Lease, as hereby amended, and
      (ii)
      assume jointly and severally with Current Lessee, all obligations of "Lessee"
      arising under the Master Lease, as hereby amended, on, prior to or after the
      Effective Date.

     

    3.            [Intentionally
      Omitted]

     

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

     

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

     

    "Allocated
      Group 8 Facility Buyer's Transaction Costs: With respect to each Group 8
      Facility, an amount equal to the Group 8 Facility Buyer's Transaction Costs,
      multiplied by the following applicable percentages relating to such
      Facility:

     

    
      
        	
                 

              	
                (a)

              	
                Carrollwood
                  Facility:

              	
                50%

              


      

      


      
        	
                 

              	
                (b)

              	
                Gainesville
                  Facility:

              	
                 50%

              


      

      


      
        	
                 

              	
                Total:

              	
                100%"

              


      

    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    "Carrollwood
      Facility: That certain Facility located in Tampa, Florida."

     

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

     

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

     

    "Group
      8 Facility(ies): Each of those Facilities identified as a Group 8 Facility
      on Exhibit C attached hereto."

     

    "Group
      8 Facility Buyer's Transaction Costs: The 'Buyer's Transaction Costs' as
      defined in the Group 8 Facilities Contract of Acquisition."

     

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

     

    "Group
      8 Facility Partial Lease Year CPI Increase: For purposes of determining the
      Group 8 Facility Purchase Price, the percentage increase, if any, in (i) the
      Cost of Living Index published for the month which is two (2) months prior
      to
      the date of closing of Lessee's purchase of the Leased Property of the
      applicable Group 8 Facility, over (ii) the Cost of Living Index published for
      the month which is two (2) months prior to the commencement of the then current
      Lease Year in which such closing occurs."

     

    "Group
      8 Facility Purchase Price: With respect to each Group 8 Facility at any
      given time, the sum of:

     

    (i)           the
      Allocated Initial Investment with respect to such Group 8 Facility, as increased
      each Lease Year from and after the applicable Restatement Date for such Facility
      by the greater of (A) the Fixed Adjustment Factor (cumulative and compounded)
      for such Facility (and, as also increased by the Fixed Adjustment Factor on
      the
      date of closing if Lessee's purchase of the Leased Property of such Facility
      occurs on any day other than the first (1st) day
      of a Lease
      Year with respect to such Facility) or (B) the applicable CPI Increase
      (cumulative and compounded) for such Facility commencing upon the expiration
      of
      the first (1St) Lease
      Year with
      respect to such Facility, and upon the expiration of each Lease Year thereafter
      with respect to such Facility (and, as also increased by the Group 8 Facility
      Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
      of
      the Leased Property of such Facility occurs on any day other than the first
      (1st) day
      of a Lease
      Year with respect to such Facility); plus

     

    (ii)           any
      Capital Addition Costs paid, funded or accrued by Lessor withrespect to such
      Group 8 Facility, as increased from and after the date of each such payment,
      funding or accrual by Lessor of any such Capital Addition Costs by the greater
      of (A) Fixed Adjustment Factor each Lease Year (cumulative and compounded)
      for
      such Facility (and, as also increased by the Fixed Adjustment Factor on the
      date
      of closing if Lessee's purchase of the Leased Property of such Facility occurs
      on any day other than the first (18) day of
      a Lease
      Year with respect to such Facility) or (B) the applicable CPI

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Increase
      (cumulative and compounded) for such Facility commencing upon the expiration
      of
      the first (1st) Lease
      Year with
      respect to such Facility, and upon the expiration of each Lease Year thereafter
      with respect to such Facility (and, as also increased by the Group 8 Facility
      Partial Lease Year CPI Increase on the date of closing if Lessee's purchase
      of
      the Leased Property of such Facility occurs on any day other than the first
      (1st) day
      of a Lease
      Year with respect to such Facility).

     

    For
      purposes of this definition of "Group 8 Facility Purchase Price," "Fixed
      Adjustment Factor" shall mean Three Percent (3%); provided, however, that if
      the
      closing of Lessee's purchase of the Leased Property of the applicable Group
      8
      Facility occurs on a date other than the first (1st) day
      of a Lease
      Year with respect to such Facility, then such "Fixed Adjustment Factor" as
      of
      the date of such closing shall mean Three Percent (3%) times a fraction, the
      numerator of which equals the number of days elapsed in the Lease Year in which
      such closing occurs, and the denominator of which is three hundred sixty
      (360)."

     

    "Group
      8 Facility Put Event Price: With respect to any Group 8 Facility at any
      given time, the sum of (i) the Minimum Repurchase Price for such Facility,
      plus (ii) an amount which, upon the closing, equals an annually
      compounded return equal to the applicable Group 8 Facility Escalator per year
      on
      (A) the Allocated Initial Investment for such Facility accruing from and after
      the applicable Restatement Date for such Facility and (B) any Capital Addition
      Costs funded by Lessor for such Facility accruing from and after the date of
      funding; provided, however, that if the closing of Lessee's purchase of the
      Leased Property of the applicable Group 8 Facility occurs on a date other than
      the first (18)
      day of a Lease Year with respect to such Facility, then for purposes of
      determining the annually compounded return applicable for the Lease Year in
      which such closing occurs, the Group 8 Facility Escalator shall be an amount
      equal to the greater of (A) Seventy-Five Percent (75%) of the Group 8 Partial
      Lease Year CPI Increase or (ii) Two and Three-Quarters Percent (2.75%) times
      a
      fraction, the numerator of which equals the number of days elapsed in the Lease
      Year in which such closing occurs, and the denominator of which is three hundred
      sixty (360)."

     

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

     

    Annual
      Minimum Capital Project Amount: With respect to each Group 8 Facility,
      during each Lease Year with respect to such Group 8 Facility, the following
      amounts:

     

    (i)             With
      respect to the Carrollwood Facility, $37,200.00; and

     

    (ii)             With
      respect to the Gainesville Facility, $40,800.00.

     

    Notwithstanding
      the foregoing, Lessor and Lessee acknowledge that the initial Annual Minimum
      Capital Project Amount for each Group 8 Facility represents an amount equal
      to
      (A) the number of licensed units located at such Group 8 Facility
times  (B) Four Hundred Dollars ($400.00). In the event that
      the number of licensed units for any Group 8 Facility is increased or decreased
      in accordance with the terms of the Master Lease, as hereby amended, the Annual
      Minimum Capital Project Amount for such Group 8 Facility shall be increased,
      or
      decreased, as applicable, by an amount equal to (1) the number of such licensed
      units increased or decreased at such Group 8 Facility times (2) Four
      Hundred Dollars ($400.00).

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Annual
      Minimum Capital Project Amount Overage: With respect to each Group 8
      Facility for any Lease Year, an amount equal to (a) the sum of (i) the Capital
      Project Costs incurred and paid by Lessee in funding Capital Projects for such
      Group 8 Facility in the immediately preceding two (2) Lease Years and for which
      Lessor has received paid invoices, receipts or other commercially reasonable
      evidence or supporting information as is customary to evidence such
      expenditures, verifying the cost and payment of funding such Capital Projects,
      and an Officer's Certificate certifying that the applicable item(s) of Capital
      Projects have been completed, less (ii) the amounts disbursed by Lessor to
      Lessee from any Replacement Reserve on account of such Capital Projects to
      such
      Group 8 Facility in accordance with the terms of Section 9.3.1 of the Master
      Lease, as hereby amended, in excess of (b) the Annual Minimum Capital Project
      Amount for such Group 8 Facility for such prior two (2) Lease Year
      period.

     

    Deed:
      With respect to each Group 8 Facility, "Deeds" as defined in the Group
      8
      Facilities Contract of Acquisition.

     

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

     

    Lease
      Year: With respect to each Group 8 Facility, the first Lease Year for such
      Group 8 Facility shall be the period commencing on the applicable Restatement
      Date with respect to such Group 8 Facility and ending May 31 2007, and each
      subsequent Lease Year for any Group 8 Facility shall be each period of twelve
      (12) full calendar months after the last day of the prior Lease Year; provided,
      however, that the last Lease Year for each Group 8 Facility during the Term
      may
      be a period of less than twelve (12) full calendar months and shall end on
      the
      last day of the Term for such Facility.

     

    Restatement
      Date: With respect to each Group 8 Facility, the Effective Date of this
      Amendment, which shall also be the commencement date of the Master Lease, as
      hereby amended, with respect to each such Group 8 Facility.

     

    Transaction
      Documents: The meaning given to such term in the Original Master Lease (as
      amended by the First Amendment, the Second Amendment, the Third Amendment and
      the Fourth Amendment), together with this Amendment and the Group 8 Facilities
      Contract of Acquisition.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

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

     

    (d)           Amendment
      to Letter of Credit Amount. From and after the Effective Date hereof, the
      percentage "7.1%" appearing in the definition of "Letter of Credit Amount"
      in
      Article II of the Original Master Lease (as amended and restated pursuant to
      the
      First Amendment, the Second Amendment, the Third Amendment and the Fourth
      Amendment) shall read "6.3%."

     

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

     

    (f)            Minimum
      Rent. With respect to each Group 8 Facility:

     

    (i)            For
      the period from the Effective Date through the expiration of the first (1st) Lease
      Year with
      respect to such Group 8 Facility, Lessee shall pay to Lessor as monthly
      "Allocated Minimum Rent" for such Group 8 Facility at the times and in the
      manner provided in Section 3.1 of the Master Lease, as hereby amended, the
      amount allocated to and set forth or determined pursuant to the formula opposite
      such Group 8 Facility on Exhibit C to the Master Lease, as hereby
      amended. The first monthly payment of Allocated Minimum Rent for each such
      Group
      8 Facility shall be payable on the Effective Date (prorated as to any partial
      calendar month at the beginning of the Term with respect to each such Facility);
      and

     

    (ii)            Commencing
      upon the expiration of the first (18t) Lease
      Year for
      each Group 8 Facility and upon the expiration of each Lease Year thereafter
      during the Fixed Term for such Group 8 Facility, the then current monthly
      Allocated Minimum Rent for such Group 8 Facility for such Lease Year shall
      be
      increased by an amount equal to the Group 8 Facility Escalator.

     

    (iii)            For
      the first (1St) Lease
      Year of
      each Extended Term for each Group 8 Facility, if any, the monthly Allocated
      Minimum Rent for such Group 8 Facility shall be equal to the greater of (a)
      the
      then current monthly Fair Market Rental for such Facility and (b) the monthly
      Allocated Minimum Rent payable for such Group 8 Facility during the last Lease
      Year of the immediately preceding Term, as increased by the Group 8 Facility
      Escalator.

     

    (iv)           Commencing
      upon the expiration of the first (1st) Lease
      Year of
      each Extended Term, if any, for each Group 8 Facility and upon the expiration
      ofeach Lease Year thereafter during such Extended Term, the then current monthly
      Allocated Minimum Rent for such Group 8 Facility shall be increased by an amount
      equal to the Group 8 Facility Escalator.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      (v)          The
        last paragraph of 3.1 of the Original Master Lease shall apply with respect
        to
        any adjustment of the Allocated Minimum Rent with respect to any Group 8
        Facility pursuant to clauses (ii), (iii), and (iv) above.

       

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

       

    

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

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (k)            Casualty.
      For purposes of Section 14.2.1 and 14.2.2 of the Original Master
      Lease (as amended by the First Amendment, the Second Amendment, the Third
      Amendment and the Fourth Amendment), the purchase price as provided therein
      with
      respect to any Group 8 Facility shall be the Group 8 Facility Purchase Price
      immediately prior to such damage or destruction.

     

    (1)            Condemnation.
      For purposes of Section 15.1.4 of the Original Master
      Lease (as amended by the First Amendment, the Second Amendment, the Third
      Amendment and the Fourth Amendment), Lessor shall be entitled to receive from
      any Award relating to any Group 8 Facility, subject to the rights of Facility
      Mortgagees, no less than the applicable Group 8 Facility Purchase Price
      immediately prior to the institution of the Condemnation.

     

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

     

    (n)           Lessee's
      Obligation to Purchase. For purposes of Section 16.5 of the Original Master
      Lease (as amended by the First Amendment, the Second Amendment, the Third
      Amendment and the Fourth Amendment), the amount required to be paid by Lessee
      upon any exercise of Lessor's rights to require Lessee to purchase a Group
      8
      Facility following a Put Event pursuant to such Section shall be equal to the
      applicable Group 8 Facility Put Event Price for such Facility, plus, in any
      event, all Rent then due and payable (excluding the installment of Minimum
      Rent
      due on the purchase date) under the Master Lease, as hereby amended, with
      respect to such Group 8 Facility.

     

    (o)           Quiet
      Enjoyment. The phrase "Group 3 Facilities, Group 4 Facilities, the Group 5
      Facilities or the Chestnut Hill Facility, the applicable Restatement Date"
      appearing in Section 32.1 of the Original Master Lease (as amended by the First
      Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment)
      is hereby amended to read "Group 3 Facilities, the Group 4 Facilities, the
      Group
      5 Facilities, the Chestnut Hilt Facility or the Group 8 Facilities, the
      applicable Restatement Date."

     

    (p)           Lessee's
      Option to Purchase.

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    "35.1.6                   Group
      8 Facilities. Provided no Event of Default has occurred
      and is continuing hereunder, Lessee shall have the option to purchase the Leased
      Property of all (but not less than all) of the Group 8 Facilities upon the
      expiration of the tenth (10th) Lease
      Year of the
      Group 8 Facilities, for an amount equal to the sum of the applicable Group
      8
      Facility Purchase Price for all of the Group 8 Facilities."

     

    (ii)            A
      new Section 35.1.7 is added to the Original Master Lease to read, in its
      entirety, as follows:

     

    "35.1.7                   General.
      Lessee shall exercise the option(s) to purchase the Leased
      Property set forth in Sections 35.1.1, 35.1.2, 35.1.3, 35.1.4 and/or 35.1.5
      above, as applicable, by (i) opening an escrow (the 'Escrow') with and by
      depositing either (1) cash or (2) a letter of credit from a financial
      institution and in form in each case acceptable to Lessor, the sum of Two and
      One-Half Percent (2.5%) of (A) with respect to the Group 1 Facility(ies), the
      Minimum Repurchase Price, (B) with respect to the Group 3 Facilities and Group
      4
      Facilities, the sum of (x) the Group 3 Facility Purchase Price for all of the
      Group 3 Facilities,plms (y) the Group 4 Facility Purchase Price for all of
      the
      Group 4 Facilities (as reasonably estimated by Lessor with respect to any Group
      4 Facility for which the Group 4 Facility Purchase Price has not yet been
      determined), (C) with respect to the Group 5 Facilities, the Group 5 Facility
      Purchase Price for all of the Group 5 Facilities (as reasonably estimated by
      Lessor with respect to any Group 5 Facility for which the Group 5 Facility
      Purchase Price has not yet been determined), (D) with respect to the Chestnut
      Hill Facility, the Chestnut Hill Facility Purchase Price (as reasonably
      estimated by Lessor with respect to such Facility if the Chestnut Hill Facility
      Purchase Price has not yet been determined), (E) with respect to the Beckett
      Lake Facility, the Beckett Lake Facility Purchase Price, and (F) with respect
      to
      the Group 8 Facilities, the Group 8 Facility Purchase Price for all of the
      Group
      8 Facilities (as reasonably estimated by Lessor with respect to any Group 8
      Facility for which the Group 8 Facility Purchase Price has not yet been
      determined) (the `Opening Deposit') and a copy of this Lease with a national
      title company reasonably acceptable to Lessor ("Escrow Holder") and giving
      written notice to Lessor of such deposit with Escrow Holder no earlier than
      fifteen (15) months and not less than twelve (12) months prior to the expiration
      of (u) with respect to the Group 1 Facility(ies), the Fixed Term or the Extended
      Term, as applicable, (v) with respect to the Group 3 Facilities and Group 4
      Facilities, the tenth (10th) Lease
      Year of the
      Group 4 Facilities, (w) with respect to the Group 5 Facilities, the tenth
      (10th) Lease
      Year of the Group 5 Facilities, (x) with respect to the Chestnut Hill Facility,
      the tenth (10th) Lease
      Year of the
      Chestnut Hill Facility, (y) with respect to the Beckett Lake Facility, the
      tenth
      (1061) Lease
      Year of the Beckett Lake Facility, and (z) with respect to the Group 8
      Facilities, the tenth (10th) Lease
      Year of the
      Group 8 Facilities, and (ii) delivering to Lessor
      concurrent with such notice a reaffirmation of the Guaranty executed by
      Guarantors stating, in substance, that Guarantors' obligations under the
      Guaranty shall extend to the purchase contract formed by Lessor and Lessee
      upon
      proper and timely exercise of such option. If Lessee shall not be entitled
      to
      exercise such option (e.g., by reason of an Event of Default) or shall be
      entitled to exercise the same but shall fail to do so within the time and in
      the
      manner herein provided, such option shall lapse and thereafter not be
      exercisable by Lessee. No failure by Lessor to notify Lessee of any defect
      in
      any attempted exercise of the foregoing option shall be deemed a waiver by
      Lessor of the right to insist upon Lessee's exercise of such option in strict
      accordance with the provisions hereof. In the event that Lessee shall properly
      and timely exercise such option, then such transaction shall be consummated
      on
      or within ten (10) days after the expiration of (i) with respect to the Group
      1
      Facility(ies), the Fixed Term or the Extended Tell'', as applicable,
      (ii) with respect to the Group 3 Facilities and Group 4 Facilities, the tenth
      (10th) Lease
      Year of the Group 4 Facilities, (iii) with respect to the Group 5 Facilities,
      the tenth ( 10th) Lease
      Year of
      the Group 5 Facilities, (iv) with respect to the Chestnut Hill Facility, the
      tenth (10th)
      Lease Year of the Chestnut Hill Facility, (v) with respect to the Beckett Lake
      Facility, the tenth (10th) Lease
      Year of the
      Beckett Lake Facility, and (vi) with respect to the Group 8 Facilities, the
      tenth (10th)
      Lease Year of the Group 8 Facilities, but in all cases subject to any delays
      resulting from (A) a cause described in Section 45.1.16 below or (B) Lessor's
      breach of its obligations set forth in this Section 35 (the 'Outside Closing
      Date')."

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    (q)    Exhibits
      and Schedules.

     

    (i)           auplements
      to Exhibit A. Exhibits A-24 and A-25  attached hereto is hereby
      appended to and shall become part of Exhibit A to the Master
      Lease.

     

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

     

    5.           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.

     

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

     

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

     

    8.            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.

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    10.            Repair
      and Maintenance Required at the Group 8 Facilities. Lessee shall, at its own
      cost and expense, complete on or before August 30, 2006 all of the repair and
      maintenance work to each of the Group 8 Facilities set forth on Appendix A
attached hereto (the "Required Repair Work") in a good and workmanlike
      manner acceptable to Lessor in its reasonable discretion and otherwise in the
      manner required pursuant to the terms of Article IX of the Master Lease, as
      hereby amended; provided, however, that with respect to the Foundation-Related
      Required Repair Work, the same shall be completed in a good and workmanlike
      manner acceptable to Lessor in its sole and absolute discretion and otherwise
      in
      the manner required pursuant to the terms of Article IX of the Master Lease,
      as
      hereby amended. Without in any way limiting Lessor's rights pursuant to Article
      IX and Section 26.1 of the Master Lease, as hereby amended, Lessor and its
      agents shall have the right to inspect the Leased Property of either or both
      of
      the Group 8 Facilities and any portion thereof and all systems contained therein
      at any reasonable time to determine Lessee's compliance with its obligations
      under this Paragraph 10. Lessee shall reimburse Lessor for all costs and
      expenses incurred by Lessor in connection with the inspections provided for
      in
      this Paragraph 10 promptly following its receipt of Lessor's invoice therefore,
      which costs shall not exceed One Thousand Dollars ($1,000.00), together with
      all
      experts and consultants costs incurred by Lessor in addition to the foregoing
      $1,000 in connection with the inspection of the Foundation-Related Required
      Repair Work, which Lessor currently estimates to be approximately One Thousand
      Seven Hundred Fifty Dollars ($1,750.00). Upon completion of the Required Repair
      Work, Lessee shall deliver to Lessor (i) evidence that the Required Repair
      Work
      has been completed in a manner acceptable to Lessor in its reasonable discretion
      or sole and absolute discretion, as applicable, (ii) copies of all paid
      invoices, receipts or other commercially reasonable evidence or supporting
      information as is customary to evidence the expenditures relating to the
      completion of such Required Repair Work, along with an Officer's Certificate
      certifying that such Required Repair Work has been completed, and (iii) to
      the
      extent applicable, affidavits, lien waivers or other evidence reasonably
      satisfactory to Lessor showing that all materialmen, laborers, subcontractors
      and any other parties who might or could claim statutory or common law liens
      and
      are furnishing or have furnished material or labor to the Leased Property of
      the
      Group 8 Facilities have been (or upon receipt of a sum certain will be) paid
      all
      amounts due for labor and materials furnished to the Leased Property of such
      Group 8 Facilities. Lessor and Lessee acknowledge and agree that, pursuant
      to
      the terms of the Group 8 Facilities Contract of Acquisition, HCP, as "Buyer"
      under the Group 8 Facilities Contract of Acquisition, held back Thirty Thousand
      Five Hundred Dollars ($30,500.00) (the "Holdback Amount") of the "Purchase
      Price" (as defined in the Group 8 Facilities Contract of Acquisition) payable
      on
      the Closing Date by HCP to Guarantor, as "Seller" under the Group 8 Facilities
      Contract of Acquisition, as additional security to ensure the performance by
      Lessee of its obligations hereunder with respect to the Foundation-Related
      Required Repair Work (as defined in Appendix A attached hereto) at the
      Carrollwood Facility. Provided Lessee completes the Foundation-Related Required
      Repair Work on or before August 30, 2006 in accordance with the provisions
      of
      this Paragraph 10, then HCP shall pay to Guarantor the Holdback Amount within
      ten (10) Business Days following Lessee's completion of the Foundation-Related
      Required Repair Work and delivery to Lessor of each of the items set forth
      in
      clauses "(i)" through "(iii)" above relating to such Foundation-Related Required
      Repair Work. The failure by Lessee to complete any of the Required Repair Work
      on or before August 30, 2006 in accordance with the provisions of this Paragraph
      10, or the failure by Lessee to otherwise perform or comply with its obligations
      under this Paragraph 10, shall be deemed an Event of Default under the Master
      Lease, as hereby amended. In addition to the foregoing, Lessor and Lessee
      acknowledge and agree that the failure by Lessee to complete the
      Foundation-Related Required Repair Work shall result in a forfeiture by
      Guarantor of the Holdback Amount, pursuant to the terms of the Group 8
      Facilities Contract of Acquisition.

     

    [Signature
      Pages Follow]

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      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/
                Edward J. Henning

            	 
	 	 	
              Edward
                J. Henning

            	 
	 	
              Its

            	
              Senior
                Vice President

            	
              :

            
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Sandra Burg

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Brian J. Maas

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Brian
                J. Maas

            	 
	 	
              (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/
                Edward J. Henning

            	 
	 	
              Its:

            	
               Edward
                J. Henning

            	 
	 	 	
              Senior
                Vice President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Sandra Burg

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Brian J. Maas

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Brian
                J. Maas

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSOR
                (Continued):

            	
              TEXAS
                HCP HOLDING, L.P.,

            	 
	 	
              a
                Delaware limited partnership

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              Texas
                HCP G.P., Inc.,

            	 
	 	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/Edward
                J. Henning

            	 
	 	 	
              Edward
                J. Henning

            	 
	 	
              Its:

            	
              Senior
                Vice President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Sandra Burg

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Brian J. Mass

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Brian
                J. Maas

            	 
	 	
              (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/
                Edward J. Henning

            	 
	 	
              Its:

            	
              Edward
                J. Henning

            	 
	 	 	
              Senior
                Vice President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Sandra Burg

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Sandra
                Burg

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Brian J. Mass

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	 Brian
              J. Mass	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    
      


    

    
      	
              LESSEE:

            	
              LH
                ASSISTED LIVING, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT COBBCO, INC.,

            	 
	 	
              a
                California corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT HILLSBOROUGH, L.L.C.,

            	 
	 	
              a
                New Jersey limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT OCOEE, INC.,

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/ Melanie
                Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT PORT ORANGE, INC.,

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT PRINCE WILLIAM, INC.,

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:
                

            	 Melanie
              Werdel	 
	 	
              (print)

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT STAFFORD, L.L.C.,

            	 
	 	
              a
                New Jersey limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT VOORHEES, L.L.C.,

            	 
	 	
              a
                New Jersey limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT WESTMINSTER, INC.,

            	 
	 	
              a
                Maryland corporation

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT PINELLAS PARK, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT OCALA WEST, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

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

            	 
	 	
              a
                Delaware limited partnership

            	 
	 	 	 	 
	 	
              By:,

            	
              Summerville
                at CY-Fair, LLC

            	 
	 	 	
              a
                Delaware limited liability company,

            	 
	 	 	
              Its
                General Partner

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
               (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT FRIENDSWOOD ASSOCIATES,

            	 
	 	
              L.P.,
                a Delaware limited partnership

            	 
	 	
              By:,

            	
              Summerville
                at Friendswood, LLC

            	 
	 	 	
              a
                Delaware limited liability company,

            	 
	 	 	
              Its
                General Partner

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT NEW PORT RICHEY, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT LAKELAND, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT ST. AUGUSTINE LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT OCALA EAST, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
               

            	 	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT VENICE, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT LAKELAND HILLS

            	 
	 	
              ASSOCIATES,
                L.P., a Delaware limited partnership

            	 
	 	 	 	 
	 	
              By:

            	
              Summerville
                at Lakeland Hills, LLC,

            	 
	 	 	
              a
                Delaware limited liability company,

            	 
	 	 	
              Its
                General Partner

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT IRVING ASSOCIATES, L.P.,

            	 
	 	
              a
                Delaware limited partnership

            	 
	 	 	 	 
	 	
              By:

            	
              Summerville
                at Irving, LLC,

            	 
	 	 	
              a
                Delaware limited liability company,

            	 
	 	 	
              Its
                General Partner

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT CHESTNUT HILL, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                9, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              LESSEE
                (Continued):

            	
              SUMMERVILLE
                AT CARROLLWOOD, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	
              SUMMERVILLE
                AT GAINESVILLE, LLC,

            	 
	 	
              a
                Delaware limited liability company

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)

            	 


    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      CONSENT,
        REAFFIRMATION AND AGREEMENT OF GUARANTOR

    

    
      


    

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

    

    
      


    

    
      	 	
              SUMMERVILLE
                SENIOR LIVING, INC.,

            	 
	 	
              a
                Delaware corporation

            	 
	 	 	 	 
	 	
              By:

            	
              /s/
                Granger Cobb

            	 
	 	 	
              Granger
                Cobb, President

            	 
	 	 	 	 
	 	
              WITNESSES

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Carol Phillips

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Carol
                Phillips

            	 
	 	
              (print)

            	 
	 	 	 	 
	 	 	 	 
	 	
              /s/
                Melanie Werdel

            	 
	 	
              (signature)

            	 
	 	
              Name:

            	
              Melanie
                Werdel

            	 
	 	
              (print)