ex10_244.htm


    
      

    

    Exhibit
      10.24.4

     

    
      THIRD
        AMENDMENT TO AMENDED

      AND
        RESTATED MASTER LEASE

      


      THIS
        THIRD AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this "Amendment") is
        made
        and entered into as of January 31, 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"), and SUMMERVILLE AT CHESTNUT HILL, LLC, a Delaware limited liability
        company ("Chestnut Hill 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, and Chestnut Hill 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,
        and Irving LP (collectively, and jointly and severally, "Current Lessee"),
        as
        "Lessee", are parties to that certain Amended and Restated Master Lease dated
        as
        of April 20, 2005 (the "Original Master Lease"), as amended by that certain
        First Amendment to Amended and Restated Master Lease dated as of September
        1,
        2005 (the "First Amendment"), as further amended by that certain Second
        Amendment to Amended and Restated Master Lease dated as of December 22, 2005
        (the "Second Amendment", and together with the Original Master Lease and
        the
        First Amendment, the "Master Lease"), covering the Leased Property of twenty-one
        (21) mixed skilled nursing and assisted living care Facilities located in
        California, Connecticut, Florida, Maryland, New Jersey, 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.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      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 of even date herewith (as the same may be amended or modified
        in
        accordance with the terms thereof, the "Chestnut Hill Facility Contract of
        Acquisition"), pursuant to which HCP is purchasing and acquiring from Guarantor
        (or pursuant to which Guarantor is causing to be transferred and conveyed
        to
        HCP) on and effective as of the Effective Date, the real property located
        in
        Columbus, Ohio and more particularly described on Exhibit A­22
        attached hereto, together with all improvements and fixtures thereon, related
        rights and certain Personal Property relating thereto (the "Chestnut Hill
        Facility").

      


      D.            Effective
        immediately upon the Effective Date and Closing Date (as defined in the Chestnut
        Hill Facility Contract of Acquisition), Lessor desires to add to the Leased
        Property and lease to Lessee, and Lessee desires to lease from Lessor, the
        Chestnut Hill Facility upon the terms and conditions set forth in the Master
        Lease, as amended by this Amendment.

      


      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, 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 Chestnut Hill Facility upon all of the terms and
        conditions set forth in the Master Lease, as amended by this Amendment. All
        references herein and in the Master Lease to a "Facility" or "Facilities"
        shall
        mean each Facility (as defined in the Master Lease) together with the Chestnut
        Hill Facility.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      2.            Joint
        and Several Liability of Lessee. From and after the Effective Date, Chestnut
        Hill 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 and the Second Amendment) to read, in their
        entireties, as follows:

      


      "Chestnut
        Hill Facility: That certain Facility located in Columbus,
        Ohio."

      


      "Chestnut
        Hill Facility Buyer's Contribution to Seller's Costs: The `Buyer's
        Contribution to Seller's Costs' as defined in the Chestnut Hill Facility
        Contract of Acquisition."

      


      "Chestnut
        Hill Facili Contract of Ac• uisition: As defined in Recital C of this
        Amendment."

      


      "Chestnut
        Hill 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%)."

      


      "Chestnut
        Hill Facility Purchase Price: The sum of (I) the Minimum Repurchase Price
        for the Chestnut Hill Facility, plus (2) an amount which, upon the
        closing or the applicable date, equals an annually compounded return equal
        to
        Three Percent (3%) per year on (A) the Allocated Initial Investment for the
        Chestnut Hill Facility accruing from and after the Restatement Date for the
        Chestnut Hill Facility and (B) any Capital Addition Costs funded by Lessor
        for
        the Chestnut Hill Facility accruing from and after the date of
        funding."

      


      "Chestnut
        Hill Facility Put Event Price: The sum of (i) the Minimum Repurchase Price
        for the Chestnut Hill Facility, plus (ii) an amount which, upon the
        closing, equals an annually compounded return equal to the Chestnut Hill
        Facility Escalator per year on (A) the Allocated Initial Investment for the
        Chestnut Hill Facility accruing from and after the Restatement Date for the
        Chestnut Hill Facility and (B) any Capital Addition Costs funded by Lessor
        for
        the Chestnut Hill Facility accruing from and after the date of
        funding."


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


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

      


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

      


      Annual
        Minimum Capital Project Amount: With respect to the Chestnut Hill Facility,
        during each Lease Year with respect to such Facility, an amount equal to
        Forty-Four Thousand Dollars ($44,000.00).

      


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

      


      Annual
        Minimum Capital Project Amount Overage: With respect to the Chestnut Hill
        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
        the
        Chestnut Hill 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
        the
        Chestnut Hill 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 the Chestnut Hill Facility for such prior two (2) Lease
        Year
        period.

      


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

      


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

      


      Lease
        Year: With respect to the Chestnut Hill Facility, the first Lease Year for
        such Facility shall be the period commencing on the Restatement Date with
        respect to such Facility and ending January 31, 2007, and each subsequent
        Lease
        Year for such Facility shall be each period of twelve (12) full calendar
        months
        after the last day of the prior Lease Year; provided, however, that the last
        Lease Year for the Chestnut Hill 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.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


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

      


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

      


      (c)           Definition
        of Lessee. The definition of "Lessee" appearing in Article II of the
        Original Master Lease (as amended and restated pursuant to the First Amendment
        and the Second 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 "8.02%" 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 and the Second Amendment) shall read "7.7%".

      


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

      


      (f)           Minimum
        Rent. With respect to the Chestnut Hill Facility:

      


      (i)           For
        the period from the Effective Date through the expiration of the first (0)
        Lease
        Year with respect to the Chestnut Hill Facility, Lessee shall pay to Lessor
        as
        monthly "Allocated Minimum Rent" for such Facility at the times and in the
        manner provided in Section 3.1 of the Master Lease, as hereby amended, the
        amount allocated to and set forth or determined pursuant to the formula opposite
        such Facility on Exhibit C to the Master Lease, as hereby amended. The
        first monthly payment of Allocated Minimum Rent for such Facility shall be
        payable on the Effective Date (prorated as to any partial calendar month
        at the
        beginning of the Term with respect to such Facility); and

      


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

      


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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

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

      


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

      


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

      


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

    

     

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

    

    
      


      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

      


      (k)             Condemnation.
        For purposes of Section 15.1.4 of the Original Master
        Lease (as amended by the First Amendment and the Second Amendment), Lessor
        shall
        be entitled to receive from any Award relating to the Chestnut Hill Facility,
        subject to the rights of Facility Mortgages, no less than the Chestnut Hill
        Facility Purchase Price immediately prior to the institution of the
        Condemnation.

      


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

      


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

      


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

      


      (o)    
Lessee's
        Option to Purchase.

      


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

      


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

      


      (ii)           A
        new Section 35.1.5 is added to the Original Master Lease to read, in its
        entirety, as follows:

      


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


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      (p)    Exhibits
        and Schedules.

      


      (i)            Supplements
        to Exhibit A. Exhibit A-22 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
        and the
        Second Amendment) are hereby further amended and replaced, in their entirety,
        with Exhibit C and Schedule 7.4.1 attached hereto,
        respectively.

      


      5.           Covenants
        of Lessee With Respect to Health Care License and Certificate of
        Occupancy. Without in any way limiting any of the duties, covenants, and
        obligations of Lessee under the Master Lease, as hereby amended, and
        notwithstanding anything to the contrary in the Master Lease, as hereby amended,
        or any of the other Transaction Documents, including the Chestnut Hill Facility
        Contract of Acquisition, Lessee hereby covenants and agrees with respect
        to the
        Chestnut Hill Facility as follows:

      


      (a)            Health
        Care License. Not later than fifteen (15) days after the Effective Date
        hereof, Lessee shall obtain and deliver to Lessor a validly-issued license
        to
        operate the Chestnut Hill Facility for its Primary Intended Use and for all
        other uses (if any) contemplated under the Master Lease, including to operate
        an
        assisted living facility at the Chestnut Hill Facility, in conformance with
        all
        Governmental Requirements (as defined in the Chestnut Hill Facility Contract
        of
        Acquisition) from the applicable Government Authority (as defined in the
        Chestnut Hill Facility Contract of Acquisition).

      


      (b)            Certificate
        of Occupancy. Lessee and Lessor acknowledge that the original developer of
        the Chestnut Hill Facility did not obtain a certificate of occupancy with
        respect to the Chestnut Hill Facility, and therefore, no later than December
        31,
        2006, Lessee shall obtain and deliver to Lessor a validly-issued certificate
        of
        occupancy with respect to the Chestnut Hill Facility from the applicable
        Government Authority, and Lessee shall pay all costs and expenses incurred
        in
        connection therewith, including any costs and expenses incurred in connection
        with addressing and/or correcting any matters with respect to the Chestnut
        Hill
        Facility needed to obtain a validly-issued certificate of
        occupancy.

      


      Notwithstanding
        anything to the contrary in the Master Lease, as hereby amended, or any of
        the
        other Transaction Documents, including the Chestnut Hill Facility Contract
        of
        Acquisition, a failure by Lessee to fulfill its obligations under this Section
        5
        of this Amendment shall constitute an Event of Default and a Put Event with
        respect to the Chestnut Hill Facility under the Master Lease, as hereby
        amended.

      


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


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      (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.

      


      7.            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 Chestnut Hill
        Facility).

      


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

      


      9.           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

          
            

          

        

        
          
          

        

      


      10.            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 and the Chestnut Hill Facility are not deemed Transfer
        Consideration Facilities, and (c) Lessee shall have no obligation to pay
        Transfer Consideration in connection with any Transfer relating to such Group
        3
        Facilities, Group 4 Facilities, Group 5 Facilities or Chestnut Hill
        Facility.

      


      [Signatures
        on Next Page]


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      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/
                  Illegible

              	 
	 	
                Its:

              	
                 

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	
                /s/
                  Ryan Anderson

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Ryan
                  Anderson

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Thomas D Kinoy

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Thomas
                  D Kinoy

              	 
	 	 	
                (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/
                  Illegible

              	 
	 	
                Its:

              	
                 

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Ryan Anderson 

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Ryan
                  Anderson

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Thomas D Kinoy 

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Thomas
                  D Kinoy

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSOR
                  (Continued):

              	
                TEXAS
                  HCP HOLDING, L.P.,

              	 
	 	
                a
                  Delaware limited partnership

              	 
	 	 	 	 
	 	
                By:

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

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Illegible

              	 
	 	
                Its:

              	
                 

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Ryan Anderson

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Ryan
                  Anderson

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Thomas D Kinoy

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Thomas
                  D Kinoy

              	 
	 	 	
                (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/
                  Illegible

              	 
	 	
                Its:

              	
                 

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Ryan Anderson

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Ryan
                  Anderson

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Thomas D Kinoy

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Thomas
                  D Kinoy

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      
        


      

      
        	
                LESSEE:

              	
                LH
                  ASSISTED LIVING, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	 	 
	 	 	
                GRANGER
                  COBB

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	 	 	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMER
                  VILLE AT COBBCO, INC.,

              	 
	 	
                a
                  California corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT HILLSBOROUGH,

              	 
	 	
                L.L.C.,

              	 
	 	
                a
                  New Jersey limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT PORT ORANGE, INC.,

              	 
	 	
                a
                  Delaware corporation company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT STAFFORD, L.L.C.,

              	 
	 	
                a
                  New Jersey limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT WESTMINSTER, INC.,

              	 
	 	
                a
                  Maryland corporation

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                 (print)

              	 


      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OCALA WEST, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                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

              	 
	 	 	 	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT LAKELAND, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	
                Its:

              	
                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

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OCALA EAST, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	
                SUMMERVILLE
                  AT VENICE, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                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

              	 
	 	
                Its:

              	
                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

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      
        


      

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT CHESTNUT HILL, LLC,

              	 
	 	
                a
                  Delaware limited liability company

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Granger Cobb

              	 
	 	 	
                GRANGER
                  COBB

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      
        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

              	 
	 	
                Its:

              	
                President

              	 
	 	 	 	 
	 	
                WITNESSES

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Carol Phillips

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                CAROL
                  PHILLIPS

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	 	 	 
	 	
                /s/
                  Melanie Werdel

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                MELANIE
                  WERDEL

              	 
	 	 	
                (print)

              	 


      

      
         

         

        24