ex10_249.htm


    
      
        

      

    

    Exhibit
      10.24.9

    

      EIGHTH
        AMENDMENT TO AMENDED AND RESTATED MASTER LEASE

      


       

      THIS
        EIGHTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made
        and entered into as of August 8, 2007 (the “Effective Date”), by and among
        HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCP”),
        WESTMINSTER HCP, LLC, a Delaware limited liability company (“Westminster HCP”),
        TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“Texas HCP”), HCP AL OF
        FLORIDA, LLC, a Delaware limited liability company (“HCP AL”), and FAEC
        HOLDINGS (EP), LLC, a Delaware limited liability company (“FAEC”)
        (HCP, Westminster HCP, Texas HCP, HCP AL and FAEC shall be referred to
        herein, collectively, as their interests may appear, as “Lessor”), on the one
        hand, and each of the Persons whose signatures are affixed hereto and who
        are
        identified on Appendix A attached hereto and incorporated herein by this
        reference (collectively, and jointly and severally, referred to herein as
        “Lessee”), on the other hand, with respect to the following:

       

      RECITALS

       

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

       

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


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      C.           Lessee
        desires to construct a Capital Addition to the Chestnut Hill Facility, and
        have
        Lessor fund certain costs associated therewith.

       

      D.           Lessor
        is willing to consent and agree to the matters set forth in Recital C above,
        and
        to amend the Lease accordingly, but only upon the terms and conditions set
        forth
        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.           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 1(a)
        shall have the meanings assigned to
        them as provided below
        and
        shall be added to Article II of the Original Master Lease (as amended by
        the
        Amendments) to read, in their entireties, as follows:

       

      “Chestnut
        Hill Facility Capital Addition Project:  The ‘Capital Addition
        Project’ as defined in the Chestnut Hill Facility Work Letter.”

       

      “Chestnut
        Hill Facility Capital Addition Project Completion Date:  The
‘Completion Date’ as defined in the Chestnut Hill Facility Work
        Letter.”

       

      “Chestnut
        Hill Facility Capital Addition Project Costs:  The ‘Capital
        Addition Project Costs’ as defined in the Chestnut Hill Facility Work
        Letter.”

       

      “Chestnut
        Hill Facility Capital Addition Project Lease Rate:  On and as of
        the Chestnut Hill Facility Capital Addition Project Rent Reset Date, the
        greater
        of (i) 8.86% or (ii) the then ten-year U.S. Treasury Note rate published
        in the
Wall Street Journal five (5) Business Days prior to the Chestnut Hill
        Facility Capital Addition Project Rent Reset Date and quoting the rate as
        of the
        immediately prior Business Day, plus 4.25%.”

       

      “Chestnut
        Hill Facility Capital Addition Project Rent Reset Date:  The
        earliest of (i) the Chestnut Hill Completion Date, or (ii) the Chestnut Hill
        Capital Addition Project Outside Completion Date, irrespective of whether
        the
        Chestnut Hill Facility Capital Addition Project has been commenced or
        completed.”


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Chestnut
        Hill Facility Outside Completion Date:  The ‘Outside Completion
        Date’ as defined in the Chestnut Hill Facility Work Letter.”

       

      “Chestnut
        Hill Facility Work Letter:  The Capital Addition Project Work
        Letter (Chestnut Hill Facility) of even date herewith by and between Lessor
        and
        Lessee, and attached hereto as Appendix B and incorporated herein by this
        reference.”

       

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

       

      “Capital
        Additions:  Notwithstanding
        anything to
        the contrary in the Master Lease,
        the Chestnut Hill Facility Capital
        Addition Project shall at all times be deemed a Capital Addition for purposes
        of
        the Master Lease,
        as hereby
        amended.”

       

      “Capital
        Addition Costs:  Notwithstanding anything to the contrary in the
        Master Lease, all Chestnut Hill Facility Capital Addition Project Costs paid,
        funded or accrued by Lessor under the Chestnut Hill Facility Work Letter
        shall
        be at all times deemed Capital Addition Costs paid, funded or accrued by
        Lessor
        under the Master Lease, including for purposes of calculating the Chestnut
        Hill
        Facility Purchase Price and the Chestnut Hill Facility Put Event
        Price.”

       

      (c)           Chestnut
        Hill Allocated Minimum
        Rent.  In
        addition to further increases provided for in Section 4(f) of the Third
        Amendment, the following shall apply:

       

      (i)           Effective
        as of the Chestnut Hill
        Facility Capital Addition Project Rent Reset Date, the then monthly Allocated
        Minimum Rent with respect to the Chestnut Hill Facility shall be increased
        by an
        amount equal to One-Twelfth (1/12th)
        of the product of (i) the Chestnut
        Hill Facility Capital Addition Project Costs paid, funded or accrued by Lessor
        under the Chestnut Hill Facility Work Letter times
        (ii) the Chestnut Hill Facility Capital
        Project Lease Rate then in effect.

       

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

       

      (iii)           The
        increase(s) in monthly Allocated
        Minimum Rent with respect the Chestnut Hill Facility payable for the month(s)
        during which any increase(s) is applicable pursuant to clause (i) or (ii)
        above
        shall be prorated based upon the number of days for which the different rental
        amount applies.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      (iv)           The
        increase(s) in monthly Allocated
        Minimum Rent with respect to the Chestnut Hill Facility pursuant to clause
        (i)
        or (ii) above shall be in addition to the increase(s) provided for in Section
        4(f) of the Third Amendment for such Facility.  Accordingly, for
        purposes of determining any future increases in Allocated Minimum Rent with
        respect to the Chestnut Hill Facility upon the expiration of each Lease Year
        applicable to such Facility as provided for in such Section 4(f) of the Third
        Amendment, such future increases shall take into account the then Allocated
        Minimum Rent payable with respect to the Chestnut Hills Facility (i.e., as
        the
        same may have been increased as provided for in clauses (i) and (ii)
        above).

       

      (d)           Chestnut
        Hill Facility
Work
        Letter.  Appendix
        B attached hereto
        is hereby appended to
        and shall become part of the Master Lease,
        as hereby amended.

       

      2.           Chestnut
        Hill Facility Capital
        Addition
        Project.  Notwithstanding
anything
        to the contrary in Section 10.1 of the
Original
        Master Lease, Lessor has agreed
        to fund the
        construction of the Chestnut Hill
        Facility Capital Addition Project in
        accordance with and pursuant to the
        terms of the Master Lease,
        as hereby amended, and the
Chestnut Hill
        Facility Work Letter.  Lessee
        hereby covenants, agrees, and is obligated to commence, complete and perform
        timely all obligations of Lessee with respect to the Chestnut Hill
        Facility Capital Addition Project as
        set forth in and in accordance with
        the terms of the Chestnut
        Hill Facility Work
        Letter.

       

      3.           Reimbursement
        of Transaction Costs
        and Expenses.  Lessor’s costs and
        expenses, including legal fees and expenses, incurred in connection with
        the
        review, preparation, negotiation and documentation of this Amendment
and the Chestnut Hill
        Facility Work Letter and review of diligence in connection with the Chestnut
        Hill Facility Capital Addition Project are and shall be reimbursed
        to Lessor by
        Lessee.  As of the date hereof, Lessor estimates such costs and fees
        to be $7,000,
        which amount shall be paid to Lessor
        concurrently with Lessee’s execution and delivery of this
        Amendment.  In the event that the actual costs and fees exceed such
        amount, such excess shall be paid to Lessor by Lessee within ten (10) days
        after
        Lessor’s delivery to Lessee of Lessor’s invoice therefore.  Such
        reimbursement shall be deemed Rent under the Master Lease,
        as hereby amended.  In the
        event that such estimate exceeds the actual costs and fees of Lessor, Lessor
        shall return such excess to Lessee.

       

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

       

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

       

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


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      5.           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.

       

      6.           Joinder
        by FAEC.  Pursuant to Section
        3 of
        the Seventh Amendment, HCP
        elected to consummate the purchase of
        the Leased Property of each Group 10 Facility through an Exchange (as defined
        in
        the Seventh Amendment) and FAEC took title to the Leased Property of each
        Group
        10 Facility and leased the Leased Property of each Group 10 Facility to
HCP
        pursuant to one or more Exchange
        Lease(s) (as defined in the Seventh Amendment).  Upon the completion
        of the Exchange (the “Exchange Completion Date”), HCP
        elected to acquire the equity interests
        in FAEC, terminate the Exchange Lease(s) and cause FAEC to join as “Lessor”
under the Master Lease, for purposes of continuing the lease of the Leased
        Property of each Group 10 Facility, pursuant to the terms of the Master
        Lease.  Pursuant to Section 3 of the Seventh
        Amendment,
Lessee hereby acknowledges
        and agrees that, from and after the Exchange Completion Date, it has and
        shall
        continue to attorn to and recognize FAEC as a “Lessor” (as its interests may
        appear) under the Master Lease,
        as hereby amended.  FAEC
        acknowledges and agrees that, from and after the Exchange Completion Date,
        it
        has joined as a “Lessor” under the Master Lease,
        as its interests may appear, for
        purposes of leasing the Leased Property of each Group 10 Facility, to Lessee
        pursuant to the terms and conditions of the Master Lease,
        as hereby amended.

       

      7.           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.

       

      
        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

      

      


      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.           Entire
        Agreement.  The Master Lease,
as
        hereby amended, constitutes the entire
        agreement of
        the parties with respect to the subject matter hereof, and may not be changed
        or
        modified except by an agreement in writing signed by the
        parties.

      
 

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

       

      
        	
                LESSOR:

              	
                HEALTH
                  CARE PROPERTY INVESTORS, INC., a Maryland corporation 

              	 
	 	 	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	  	 
	 	
                /s/
                  Paul Brown

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paul
                  Brown

              	 
	 	
                (print)

              	 
	 	
                /s/
                  Sonia Barreau

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sonia
                  Barreau

              	 
	 	
                (print)

              	 


      

      


      
        	 	
                WESTMINSTER
                  HCP, LLC, a Delaware limited liability company   

              	 
	 	
                By:

              	
                HCPI/Tennessee,
                  LLC, a Delaware  

              	 
	 	 	
                limited
                  liability company,  

              	 
	 	 	
                its
                  Sole Member  

              	 
	 	 	   	 
	 	 	
                By:

              	
                Health
                  Care Property Investors, 

              	 
	 	 	 	
                Inc.,
                  a Maryland corporation, 

              	 
	 	 	 	
                its
                  Managing Member 

              	 
	 	 	   	 
	 	 	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	 	 	 	 	 
	 	 	 	Its:	
                 SVP

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Paul Brown

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paul
                  Brown

              	 
	 	
                (print)

              	 
	 	
                /s/
                  Sonia Barreau

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sonia
                  Barreau

              	 
	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-1

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

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

              	 
	 	 	 
	
                 

              	
                
                  By:

                

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

              	
                By:

              	
                /s/
                  Thomas D. Kirby 

              	 
	 	
                 

              	
                Its:

              	
                SVP 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	  	 
	 	
                /s/
                  Paul Brown

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paul
                  Brown

              	 
	 	
                (print)

              	 
	 	
                /s/
                  Sonia Barreau 

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sonia
                  Barreau

              	 
	 	
                (print)

              	 


      

      


      
        	 	
                HCP
                  AL OF FLORIDA, LLC, a Delaware limited liability company  

              	 
	 	 	 
	 	
                By:

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

              	 
	 	   	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 


      

      


      
        	 	 WITNESSES 	 
	 	   	 
	 	 /s/
                Paul Brown	 
	 	
                 (signature)

              	 
	 	 Name:	
                Paul
                  Brown

              	 
	 	  	
                (print)

              	 
	 	 /s/
                Sonia Barreau	 
	 	
                 (signature)

              	 
	 	 Name:	
                Sonia
                  Barreau

              	 
	 	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-2

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSOR
                  (Continued):

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

              	 
	 	 	 
	 	
                By:

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

              	 
	 	   	 
	 	
                By:

              	
                /s/
                  Thomas D. Kirby

              	 
	 	
                Its:

              	
                SVP

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Paul Brown 

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paul
                  Brown

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Sonia Barreau 

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Sonia
                  Barreau

              	 
	 	 	
                (print)

              	 


      

      


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          S-3

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE:

              	 LH
                ASSISTED LIVING, LLC,	 
	 	 a
                Delaware limited liability company	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	 Melanie
                Werdel, Sr. VP - Administration	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	 /s/
                Marrji Padden	 
	 	
                 (signature)

              	 
	 	Name:	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                 /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        	 	
                SUMMERVILLE
                  AT COBBCO, INC., 

              	 
	 	
                a
                  California corporation 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	 Melanie
                Werdel, Sr. VP - Administration	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                 /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                 /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-4

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

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

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	Melanie
                Werdel, Sr. VP - Administration	 


      

      


      
        	
                 

              	WITNESSES 	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        	 	
                SUMMERVILLE
                  AT OCOEE, INC., 

              	 
	 	
                a
                  Delaware corporation 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-5

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT PORT ORANGE, INC., a Delaware corporation 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        	 	
                SUMMERVILLE
                  AT PRINCE WILLIAM, INC., a Delaware corporation 

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-6

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT STAFFORD, L.L.C., 

              	 
	 	
                a
                  New Jersey limited liability company 

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        	 	
                SUMMERVILLE
                  AT VOORHEES, L.L.C., 

              	 
	 	
                a
                  New Jersey limited liability company 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-7

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT WESTMINSTER, INC., a Maryland corporation 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

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

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

       

      
        	 	WITNESSES 	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	 Name:	
                Marrji
                  Padden

              	 
	 	  	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	 Name:	
                Paige
                  Bae

              	 
	 	  	
                (print)

              	 


      


      
        
          
          

        

        
          S-8

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

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

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (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/
                  Melanie Werdel

              	 
	 	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

       

      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-9

          
            

          

        

        
          
          

        

      

      


      
        	
                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/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

       

      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

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

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

       

      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-10

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT LAKELAND, LLC, a Delaware limited liability company 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

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

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-11

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

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

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


       

      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	 	 	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        	 	
                SUMMERVILLE
                  AT VENICE, LLC, a Delaware limited liability company 

              	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-12

          
            

          

        

        
          
          

        

      

       

      
        	
                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/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration  

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (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/
                  Melanie Werdel

              	 
	 	 Melanie
                Werdel, Sr. VP – Administration 	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-13

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

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

              	 
	 	   	 
	 	   	 
	 	
                By:
                  

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

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

      


      
        	 	
                SUMMERVILLE
                  9, LLC, a Delaware limited liability company 

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-14

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT CARROLLWOOD, LLC, a Delaware limited liability company  

              	 
	 	  	 	 
	 	  	 	 
	 	
                By:

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

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

      


      
        	 	
                SUMMERVILLE
                  AT GAINESVILLE, LLC, a Delaware limited liability company 

              	 
	 	  	 
	 	  	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-15

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

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

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

      


      
        	 	
                SUMMERVILLE
                  AT WEKIWA SPRINGS LLC, a Delaware limited liability company 

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      


      
        
          
          

        

        
          S-16

          
            

          

        

        
          
          

        

      

       

      
        	
                LESSEE
                  (Continued):

              	
                SUMMERVILLE
                  AT OAK PARK LLC, a Delaware limited liability company 

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

      


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

              	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES  

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden 

              	 
	 	
                (signature) 

              	 
	 	
                Name:

              	
                Marrji
                  Padden 

              	 
	 	 	
                (print) 

              	 
	 	
                /s/
                  Paige Bae 

              	 
	 	
                (signature) 

              	 
	 	
                Name:

              	
                Paige
                  Bae 

              	 
	 	 	
                (print) 

              	 


      


      
        
          
          

        

        
          S-17

          
            

          

        

        
          
          

        

      

      


      
        	
                LESSEE
                  (Continued):

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

              	 
	 	   	 
	 	
                By:
                  

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

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden 

              	 
	 	
                (signature) 

              	 
	 	
                Name:
                  

              	 Marrji
                Padden	 
	 	
                 

              	
                 (print)

              	 
	 	
                /s/
                  Paige Bae 

              	 
	 	
                (signature) 

              	 
	 	
                Name:
                  

              	 Paige
                Bae	 
	 	
                 

              	
                 (print)

              	 


      

      


      
        	 	
                SUMMERVILLE
                  AT OVIEDO LLC, a Delaware limited liability company 

              	 
	 	 	 	 
	 	 	 	 
	 	
                By:

              	
                /s/
                  Melanie Werdel

              	 
	 	
                Melanie
                  Werdel, Sr. VP - Administration 

              	 


      

      


      
        	 	
                WITNESSES 

              	 
	 	 	 
	 	
                /s/
                  Marrji Padden

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Marrji
                  Padden

              	 
	 	 	
                (print)

              	 
	 	
                /s/
                  Paige Bae

              	 
	 	
                (signature)

              	 
	 	
                Name:

              	
                Paige
                  Bae

              	 
	 	 	
                (print)

              	 


      

       

      
        
          
          

        

        
          S-18

          
            

          

        

        
          
          

        

      


      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/
                  Melanie Werdel

              	 
	 	Melanie
                Werdel, Sr. VP - Administration	 


      

      


      
        
          	 	
                  WITNESSES 

                	 
	 	
                  /s/
                    Marrji Padden

                	 
	 	
                  (signature)

                	 
	 	
                  Name:

                	
                  Marrji
                    Padden

                	 
	 	 	
                  (print)

                	 
	 	
                  /s/
                    Paige Bae

                	 
	 	
                  (signature)

                	 
	 	
                  Name:

                	
                  Paige
                    Bae

                	 
	 	 	
                  (print)

                	 


        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      APPENDIX
        A

      


      LESSEES

      


      
        	
                1.

              	
                LH
                  ASSISTED LIVING, LLC, a
                  Delaware
                  limited liability company (“LHAL
                  LLC”)

              


      

       

      
        	
                2.

              	
                SUMMERVILLE
                  AT COBBCO, INC., a
                  California
                  corporation (“Cobbco
                  Inc.”)

              


      

       

      
        	
                3.

              	
                SUMMERVILLE
                  AT HILLSBOROUGH,
                  L.L.C., a New
                  Jersey limited
                  liability company (“Hillsborough
                  LLC”)

              


      

       

      
        	
                4.

              	
                SUMMERVILLE
                  AT OCOEE, INC., a
                  Delaware
                  corporation (“Ocoee
                  Inc.”)

              


      

       

      
        	
                5.

              	
                SUMMERVILLE
                  AT PORT
                  ORANGE, INC., a Delaware
                  corporation (“Port Orange
                  Inc.”)

              


      

       

      
        	
                6.

              	
                SUMMERVILLE
                  AT PRINCE WILLIAM,
                  INC., a Delaware
                  corporation (“Prince William
                  Inc.”)

              


      

       

      
        	
                7.

              	
                SUMMERVILLE
                  AT STAFFORD, L.L.C., a
                  New
                  Jersey limited
                  liability company (“Stafford
                  LLC”)

              


      

       

      
        	
                8.

              	
                SUMMERVILLE
                  AT VOORHEES, L.L.C., a
                  New
                  Jersey limited
                  liability company (“Voorhees
                  LLC”)

              


      

       

      
        	
                9.

              	
                SUMMERVILLE
                  AT WESTMINSTER, INC.,
                  a Maryland
                  corporation (“Westminster
                  Inc.”)

              


      

       

      
        	
                10.

              	
                SUMMERVILLE
                  AT PINELLAS PARK, LLC,
                  a Delaware limited
                  liability
                  company (“Pinellas
                  LLC”)

              


      

       

      
        	
                11.

              	
                SUMMERVILLE
                  AT OCALA WEST, LLC, a
                  Delaware limited
                  liability
                  company (“Ocala West
                  LLC”)

              


      

       

      
        	
                12.

              	
                SUMMERVILLE
                  AT CY-FAIR
                  ASSOCIATES, L.P.,
                  a Delaware limited
                  partnership (“Cy-Fair
                  LP”)

              


      

       

      
        	
                13.

              	
                SUMMERVILLE
                  AT FRIENDSWOOD
                  ASSOCIATES,
L.P.,
                  a Delaware limited
                  partnership (“Friendswood
                  LP”)

              


      

       

      
        	
                14.

              	
                SUMMERVILLE
                  AT NEW PORT
                  RICHEY, LLC, a Delaware limited
liability
                  company (“New Port
                  Richey LLC”)

              


      

       

      
        	
                15.

              	
                SUMMERVILLE
                  AT LAKELAND, LLC, a
                  Delaware limited
liability
                  company (“Lakeland
                  LLC”)

              


      

       

      
        	
                16.

              	
                SUMMERVILLE
                  AT ST. AUGUSTINE LLC,
                  a Delaware limited
liability
                  company (“St. Augustine
                  LLC”)

              



        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

      

       

      
        	
                17.

              	
                SUMMERVILLE
                  AT OCALA EAST, LLC, a
                  Delaware limited
liability
                  company (“Ocala East
                  LLC”)

              


      

       

      
        	
                18.

              	
                SUMMERVILLE
                  AT VENICE, LLC, a
                  Delaware limited
liability
                  company (“Venice LLC”)

              


      

       

      
        	
                19.

              	
                SUMMERVILLE
                  AT LAKELAND
                  HILLS ASSOCIATES, L.P.,
                  a Delaware
                  limited partnership (“Lakeland
                  Hills LP”)

              


      

       

      
        	
                20.

              	
                SUMMERVILLE
                  AT IRVING ASSOCIATES,
                  L.P.,
                  a Delaware
                  limited partnership (“Irving
                  LP”)

              


      

       

      
        	
                21.

              	
                SUMMERVILLE
                  AT CHESTNUT
                  HILL, LLC, a Delaware
                  limited liability
                  company (“Chestnut
                  Hill LLC”)

              


      

       

      
        	
                22.

              	
                SUMMERVILLE
                  9, LLC, a Delaware
                  limited liability company
                  (“Summerville 9”)

              


      

       

      
        	
                23.

              	
                SUMMERVILLE
                  AT CARROLLWOOD, LLC, a
                  Delaware
                  limited liability
                  company (“Carrollwood
                  LLC”)

              


      

       

      
        	
                24.

              	
                SUMMERVILLE
                  AT GAINESVILLE, LLC, a
                  Delaware
                  limited liability
                  company (“Gainesville
                  LLC”)

              


      

       

      
        	
                25.

              	
                SUMMERVILLE
                  AT FOX RUN,
                  LLC, a Delaware
                  limited liability company (“Fox
                  Run LLC”)

              


      

       

      
        	
                26.

              	
                SUMMERVILLE
                  AT WEKIWA SPRINGS LLC,
                  a Delaware
                  limited liability company
                  (“Wekiwa Springs LLC”)

              


      

       

      
        	
                27.

              	
                SUMMERVILLE
                  AT OAK PARK LLC, a
                  Delaware
                  limited liability company (“Oak
                  Park LLC”)

              


      

       

      
        	
                28.

              	
                THE
                  TERRACE AT LOOKOUT POINTE LLC,
                  a Delaware
                  limited liability company
                  (“Lookout Pointe LLC”)

              


      

       

      
        	
                29.

              	
                THE
                  ESTATES OF OAK RIDGE
                  LLC, a Delaware
                  limited liability company (“Oak
                  Ridge LLC”)

              


      

       

      
        	
                30.

              	
                SUMMERVILLE
                  AT OVIEDO LLC, a
                  Delaware
                  limited liability company
                  (“Oviedo LLC”) 

              


      

       

       

      A-2