<PAGE>
                                                                    EXHIBIT 10.5

                                                                     EXHIBIT B


                                     FORM OF

                            PROPERTY LEASE AGREEMENT

                                 BY AND BETWEEN

                        PSLT-BLC _________________, LLC,

                      A DELAWARE LIMITED LIABILITY COMPANY,

                                  AS LANDLORD,

                                       AND

                        BLC - ____________________, LLC,

                      A DELAWARE LIMITED LIABILITY COMPANY,

                                    AS TENANT

                                   DATED AS OF

                           ____________________, 2004
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<S>   <C>                                                                   <C>
1.    Definitions............................................................1
2.    Leased Property.......................................................16
3.    Condition of Leased Property..........................................16
4.    Term..................................................................16
      (a)   Initial Term....................................................16
      (b)   Renewal Terms...................................................16
5.    Rent..................................................................17
      (a)   Rent............................................................17
      (b)   Base Rent.......................................................17
      (c)   Additional Rent.................................................17
      (d)   Additional Debt Service Costs...................................17
      (e)   **[Ground Lease Payments........................................17
      (f)   Consent Expenses................................................18
      (g)   Late Charge; Interest...........................................18
      (h)   Payment without Abatement.......................................18
6.    Holding Over..........................................................18
7.    Use of Leased Property; Compliance With Legal Requirements and
      Other  Requirements...................................................19
      (a)   Intended Use....................................................19
      (b)   Legal Requirements, Insurance Requirements, Facility
            Mortgage Requirements and Other Requirements....................19
      (c)   Compliance with Third Party Payor Program Requirements..........19
      (d)   Landlord to Grant Easements, Etc................................19
      (e)   Landlord's Receipt Of Third Party Payor Program
            Reimbursements..................................................20
8.    Tenant's Covenant to Repair...........................................20
      (a)   Repair and Maintenance..........................................20
      (b)   Related Personal Property.......................................20
9.    No Landlord Repair Obligations........................................21
10.   Surrender.............................................................21
      (a)   Surrender of Leased Property....................................21
      (b)   Transfer of Licenses and Permits................................21
      (c)   Apportionment of Impositions, Insurance Premiums and the
            Minimum Capital Additions Amount................................21
11.   Capital Additions.....................................................22
      (a)   Construction of Capital Additions...............................22
      (b)   Non-Capital Additions...........................................22
      (c)   Capital Additions Financed by Landlord..........................22
      (d)   Disbursement of Capital Addition Allowances.....................23
      (e)   Capital Addition Allowances Added to Lease Basis................24
12.   Utilities and Other Services..........................................25
13.   Performance by Landlord of Tenant's Obligations.......................25
      (a)   Landlord's Self Help............................................25
      (b)   Landlord's Inspections..........................................25
14.   Entry.................................................................26
15.   Assignment, Subletting and Liens......................................26
</TABLE>


                                        i
<PAGE>
<TABLE>
<S>   <C>                                                                   <C>
      (a)   Transfers Prohibited Without Consent............................26
      (b)   Adequate Assurances.............................................27
      (c)   Permitted Subleases.............................................27
      (d)   Intentionally Omitted...........................................27
      (e)   Liens...........................................................27
16.   Impositions...........................................................27
17.   Casualty..............................................................28
      (a)   Restoration and Repair..........................................28
      (b)   Unavailability of Proceeds......................................28
      (c)   Termination of Lease by Tenant..................................29
      (d)   Escrow of Insurance Proceeds....................................30
      (e)   Uninsured Losses................................................30
18.   Insurance.............................................................30
      (a)   Insurance By Tenant.............................................30
      (b)   Landlord as Additional Insured and/or Loss Payee................33
      (c)   Carriers and Features...........................................34
      (d)   Failure to Procure Insurance....................................34
      (e)   Intentionally Omitted...........................................34
      (f)   Indemnification of Landlord.....................................34
19.   Environmental Matters.................................................35
      (a)   Tenant's Covenant...............................................35
      (b)   Clean-Up........................................................35
      (c)   Indemnification.................................................36
      (d)   Notice..........................................................36
20.   Costs and Attorneys' Fees.............................................36
21.   Default; Remedies.....................................................37
      (a)   Default.........................................................37
      (b)   Remedies........................................................39
22.   Landlord's Default; Landlord's Right to Dispute.......................41
      (a)   Landlord Default................................................41
      (b)   Landlord's Right to Dispute.....................................41
      (c)   Tenant Right to Cure Facility Mortgage Default..................41
23.   Condemnation..........................................................41
      (a)   Complete Taking.................................................41
      (b)   Partial Taking..................................................42
      (c)   Award...........................................................42
      (d)   Notices.........................................................42
24.   Reports and Statements................................................42
25.   Additional Covenants of Tenant........................................44
      (a)   Indebtedness of Tenant..........................................44
      (b)   Management of Leased Property; Joinder by Manager...............44
      (c)   Landlord Lien...................................................45
      (d)   Capital Additions...............................................45
      (e)   Capital Additions Reserve.......................................45
      (f)   Operation of the Facility.......................................46
26.   Permitted Contests....................................................46
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>   <C>                                                                   <C>
27.   Notices of Commencement of Construction...............................46
28.   Limitation on Liability of Landlord and Tenant........................47
29.   "Net" Lease/No Impairment.............................................47
      (a)   "Net" Lease.....................................................47
      (b)   No Affect or Impairment.........................................47
30.   Representations and Warranties........................................48
      (a)   Representations of Tenant.......................................48
      (b)   Representations of Landlord.....................................48
31.   Notices...............................................................49
32.   No Waiver.............................................................51
33.   Quiet Enjoyment.......................................................51
34.   Intentionally deleted.................................................51
35.   Subordination, Non-Disturbance and Attornment.........................51
36.   Brokers...............................................................51
37.   Invalidity............................................................52
38.   Counterparts..........................................................52
39.   Memorandum of Lease...................................................52
40.   Cumulative............................................................52
41.   Governing Law.........................................................52
42.   Successors and Assigns; Relationship..................................52
43.   Entire Agreement......................................................52
44.   Survival..............................................................52
45.   Estoppel Certificates.................................................52
46.   Time..................................................................53
47.   Captions and Headings.................................................53
48.   Waiver of Jury Trial..................................................53
49.   Signage...............................................................53
50.   Lease Guaranty........................................................53
51.   Intentionally Omitted.................................................53
52.   Public Offering Information; Delivery of Information..................53
53.   Appraisal Procedure...................................................54
54.   Facility Mortgages....................................................55
      (a)   Cooperation in Obtaining Replacement Facility Mortgages.........55
      (b)   Compliance With Facility Mortgages..............................55
      (c)   Escrow Reserve Accounts Under Facility Mortgages................56
55.   Escrows Held by Facility Mortgagee....................................56
</TABLE>


                                      iii
<PAGE>
                                    EXHIBITS:

Exhibit A  Legal Description
Exhibit B  Memorandum of Lease
Exhibit C  Subordination Agreement
Exhibit D  Lease Guaranty


                                       iv
<PAGE>
                            PROPERTY LEASE AGREEMENT

      THIS PROPERTY LEASE AGREEMENT (the "Lease") is made as of this ___ day of
_________ 2004, by and between PSLT-BLC ________________________, LLC, a
Delaware limited liability company, as landlord ("Landlord") and
BLC-_________________, LLC, a Delaware limited liability company, as tenant
("Tenant"), and is joined into for certain limited purposes by BROOKDALE
PROVIDENT MANAGEMENT, LLC, a Delaware limited liability company ("Manager").

      In consideration of the mutual promises and agreements herein contained,
the parties agree as follows:

1. DEFINITIONS. For all purposes of this Lease, except as otherwise expressly
provided or unless the context otherwise requires, (i) the terms defined in this
Paragraph shall have the meanings assigned to them in the Paragraph and include
the plural as well as the singular, (ii) all accounting terms not otherwise
defined herein shall have the meanings assigned to them in accordance with GAAP,
(iii) all references in this Lease to designated "Paragraphs" or "Subparagraphs"
and other subdivisions are to the designated Paragraphs, Subparagraphs and other
subdivisions of this Lease, and (iv) the words "herein," "hereof," "hereunder"
and other words of similar import refer to this Lease as a whole and not to any
particular Paragraph or Subparagraph or other subdivision.

            "Additional Debt Service Costs" shall mean, with respect to any
Brookdale Requested Refinancing:

            (i) with respect to the Brookdale Requested Refinancing Basis or the
      Brookdale Requested Second Financing Basis, as the case may be, an amount
      equal to the amount, if any, calculated on a monthly basis, by which (x)
      the monthly debt service (i.e., principal and interest payments) payable
      under any such Brookdale Requested Refinancing and allocable to the
      Brookdale Requested Refinancing Basis or the Brookdale Requested Second
      Financing Basis, as applicable (calculated by multiplying the aggregate
      debt service (i.e., principal and interest payments) payable under the
      Brookdale Requested Refinancing by a fraction, the numerator of which
      shall be the Brookdale Requested Refinancing Basis or the Brookdale
      Requested Second Financing Basis, as applicable, and the denominator of
      which shall be the sum of (A) the aggregate amount of the Brookdale
      Requested Refinancing plus (B) the aggregate amount of the Financing Costs
      in connection with such Brookdale Requested Financing), exceeds (y)
      one-twelfth (1/12th) of the product of (A) the Lease Rate (as of the date
      of determination) multiplied by (B) the Brookdale Requested Refinancing
      Basis or the Brookdale Requested Second Financing Basis, as the case may
      be; and

            (ii) with respect to the remaining portion (such amount, the "Base
      Refinancing Proceeds") of the Brookdale Requested Refinancing (i.e., the
      portion of the Brookdale Requested Refinancing equal to the difference
      between (x) the sum of (A) the aggregate amount of the Brookdale Requested
      Refinancing plus (B) the aggregate amount of the Financing Costs in
      connection with such Brookdale Requested Refinancing) minus (y) the
      Brookdale Requested Refinancing Basis):
<PAGE>
                  (x) if and only if such Brookdale Requested Refinancing is
      requested by BLC Holdings pursuant to Paragraph 12(c) of the Agreement
      Regarding Leases, the positive excess of (A) the monthly debt service
      (i.e., principal and interest payments) that is payable under the
      applicable Brookdale Requested Refinancing with respect to the Base
      Refinancing Proceeds (calculated by multiplying the aggregate debt service
      (i.e., principal and interest payments) by a fraction, the numerator of
      which is the Base Refinancing Proceeds and the denominator of which is the
      sum of (1) the aggregate amount of the Brookdale Requested Refinancing
      plus (2) the aggregate amount of Financing Costs in connection with such
      Brookdale Requested Financing) over (B) the debt service (i.e., principal
      and interest payments) that was payable under the entire Facility Mortgage
      prior to the closing of the applicable Facility Mortgage Refinancing; and

                  (y) with respect to the Base Refinancing Proceeds in cases in
      which PSLT-BLC Holdings delivered a Refinancing Notice (as defined in the
      Agreement Regarding Leases) to BLC Holdings under Paragraph 12(b) of the
      Agreement Regarding Leases and BLC Holdings exercises its option to obtain
      a portion of the proceeds of the proposed Facility Mortgage Refinancing,
      an amount equal to the excess, if any, between (A) the monthly debt
      service (i.e., principal and interest payments) that is payable under the
      applicable Brookdale Requested Refinancing with respect to the Base
      Refinancing Proceeds (calculated by multiplying the aggregate debt service
      (i.e., principal and interest payments) by a fraction, the numerator of
      which is the Base Refinancing Proceeds and the denominator of which is the
      sum of (1) the aggregate amount of the Brookdale Requested Refinancing
      plus (2) the aggregate amount of Financing Costs in connection with such
      Brookdale Requested Financing) over (B) the debt service (i.e., principal
      and interest payments) that would have been payable with respect to the
      same amount of loan proceeds (i.e., the Base Refinancing Proceeds) under
      the Proposed Financing Terms, if BLC Holdings had not exercised its option
      under Paragraph 12(b) of the Agreement Regarding Leases and Landlord had
      closed such Facility Mortgage Refinancing on the Proposed Financing Terms.

      "Additional Rent" shall have the meaning given to such term in Paragraph
5(c).

      "Affiliate" shall mean, with respect to any Person, (i) in the case of any
such Person which is a partnership, any general partner in such partnership or
any limited partner holding, directly or indirectly, fifty percent (50%) or more
of the partnership interests in such partnership; (ii) in the case of any such
Person which is a limited liability company, the managing member of such limited
liability company or any other member of such limited liability company holding,
directly or indirectly, fifty percent (50%) or more of the membership interests
in such company; (iii) any other Person which is a Parent, a Subsidiary, or a
Subsidiary of a Parent with respect to such Person or to one or more of the
Persons referred to in the preceding clauses (i) and (ii); (iv) any other Person
who is an officer, director or trustee of, or partner holding, directly or
indirectly, fifty percent (50%) or more of the partnership, membership or stock
interests in, such Person or any Person referred to in the preceding clauses
(i), (ii) and (iii); and (v) any other Person who is a member of the Immediate
Family of such Person or of any Person referred to in the preceding clauses (i)
through (iv).


                                       2
<PAGE>
      "Affiliate Transfer" shall have the meaning given to such term in the
Agreement Regarding Leases.

      "Agreement Regarding Leases" means that certain Agreement Regarding Leases
dated as of the date hereof by and between PSLT-BLC Holdings and BLC Holdings.

      "Annual Increase" shall mean:

            (a) with respect to the calendar year commencing on January 1, 2006,
      an amount equal to the lesser of (i) 1.03 and (ii) one (1) plus the
      product of four (4) times the percentage increase in the Consumer Index
      (expressed as a decimal) as of January 1, 2006 (or the next preceding
      determination date) over the Base CPI Index; and

            (b) with respect to each calendar year thereafter (commencing on
      January 1st of each such calendar year) during the Term (including any
      Renewal Term), an amount equal to the lesser of (i) 1.03 and (ii) one (1)
      plus the product of four (4) times the percentage increase in the Consumer
      Index (expressed as a decimal) as of January 1st of such calendar year (or
      the next preceding determination date) over the Consumer Index that was
      applicable on January 1st of the immediately preceding calendar year;

            provided, however, that in no event shall the Annual Increase for
      any Lease Year be less than 1.0.

      "Applicable Floating Rate Index" shall mean the applicable interest rate
index (i.e., LIBOR, Prime or BMA) upon which the floating interest rate is based
under: (a) the Existing Facility Mortgage or (b) any Brookdale Requested
Refinancing.

      "Award" shall mean all compensation, sums or other value awarded, paid or
received by virtue of a complete or partial Condemnation of the Leased Property
(after deduction of all reasonable legal fees and other reasonable costs and
expenses, including, without limitation, expert witness fees, incurred in
connection with obtaining any such award).

      "Base CPI Index" shall mean the Consumer Index on the date hereof or the
determination date immediately prior to the date hereof.

      "Base Floating Rate Index" shall mean (i) with respect to the Existing
Facility Mortgage, ___% per annum,(1) and (ii) with respect to any Brookdale
Requested Refinancing, the Applicable Floating Rate Index in effect on the date
of the closing of such Brookdale Requested Refinancing. (2)

--------
1 To be completed with the average value for the 2004 calendar-year-to-date
prior to the execution of the LOI. A list of the Base Floating Rate Indexes (to
be inserted into each of the applicable Property Leases) for each of the
Brookdale Properties with Floating Rate Loans is annexed hereto as Schedule 1.

2 With respect to the two (2) mortgage loans affecting the Devonshire property
and listed on Schedule 1 annexed hereto, this definition shall be revised to
reflect the fact that the floating interest rate on such loans may be based on
either of two (2) indexes (LIBOR or Prime).


                                       3
<PAGE>
      "Base Rent" shall mean:

            (a)   During the first month of the initial Lease Year, an amount
      equal to $__________________.

            (b) During each subsequent month during the Term, including any
      Renewal Term, an amount equal to one-twelfth (1/12th) of the sum of (i)
      the product of (A) the Lease Basis (as of the date of determination),
      multiplied by (B) the Lease Rate (as of the date of determination), plus
      (ii) the Floating Rate Adjustment, if applicable.

      "BLC Holdings" shall mean Brookdale Provident Properties, LLC, a Delaware
limited liability company.

      "Bond Documents" shall mean, with respect to any Facility Mortgage that is
structured as a bond financing, any and all documents evidencing, securing or
otherwise entered into in connection with the outstanding obligations to the
applicable issuer.

      "Brookdale Requested Refinancing" shall have the meaning given to such
term in the Agreement Regarding Leases.

      "Brookdale Requested Refinancing Basis" shall have the meaning given to
such term in the Agreement Regarding Leases.

      "Brookdale Requested Second Financing Basis" shall have the meaning given
to such term in the Agreement Regarding Leases.

      "Business Day" shall mean any day other than Saturday, Sunday, or any
other day on which the Federal Reserve system is authorized by law or executive
action to close.

      "Capital Accretion Amounts" shall mean the sum of all of the following
amounts made by Landlord through the date of determination: (1) Capital Addition
Allowances, (2) Mandatory Capital Addition Allowances, (3) any Brookdale
Requested Refinancing Basis and (4) any Brookdale Requested Second Financing
Basis.

      "Capital Addition" shall mean one or more new buildings, or one or more
additional structures annexed to any portion of the Leased Improvements with
respect to the Leased Property, or the material expansion of existing
improvements, which are constructed on any parcel or portion of the Land during
the Term, including the construction of a new wing or new story, the renovation
of existing improvements on the Leased Property in order to provide a
functionally new facility needed to provide services not previously offered, or
any expansion, construction, renovation or conversion in order to increase the
number of units of the Facility, to change the purpose for which such units are
utilized or to improve materially the quality of the Facility, or any related
improvement whose cost would be treated as a capital expenditure under GAAP.

      "Capital Addition Allowance" shall have the meaning set forth in Paragraph
11(d).


                                       4
<PAGE>
      "Capital Additions Cost" shall mean the cost of any Capital Addition made
to the Facility in accordance with the terms of this Lease. Such cost shall
include, but not be limited to, the following: (i) the cost of construction of
the Capital Addition, including site preparation and improvement, materials,
labor, supervision, developer and administrative fees, legal fees, and costs of
related design, engineering and architectural services, the cost of any
fixtures, the cost of equipment and other personalty, the cost of construction
financing (including, but not limited to, capitalized interest) and other
miscellaneous costs approved by Landlord, which approval shall not be
unreasonably withheld or delayed, (ii) if agreed to by Landlord in writing, in
advance, the cost of any land (including all related acquisition costs incurred
by Tenant) contiguous to the Facility to which such additional land is to become
a part for the purpose of placing thereon a Capital Addition or any portion
thereof or for providing means of access thereto, or parking facilities
therefor, including the cost of surveying the same; (iii) the cost of insurance,
real estate taxes, water and sewage charges and other carrying charges for such
Capital Addition during construction; (iv) title insurance charges; (v)
reasonable attorneys' fees and expenses; (vi) filing, registration and recording
taxes and fees; (vii) documentary stamp or transfer taxes, and (viii) all actual
and reasonable costs and expenses of Tenant incurred in connection with such
Capital Addition; provided, however, that in no event shall the direct or
indirect costs of any employees of Tenant be deemed a Capital Additions Cost
(other than construction management agreements that are arms-length and have
market terms).

      "Capital Additions Reserve" shall have the meaning given to such term in
Paragraph 25(d).

      "Casualty" shall have the meaning given to such term in Paragraph 17(a).

      "Change of Control" shall have the meaning given to such term in the
Agreement Regarding Leases.

      "Claims" shall have the meaning given to such term in Paragraph 26.

      "Code" shall mean the Internal Revenue Code of 1986 and, to the extent
applicable, the Treasury Regulations promulgated thereunder, each as from time
to time amended.

      "Commencement Date" shall mean the date of this Lease.

      "Condemnation" shall mean, with respect to the Leased Property, (i) the
exercise of any governmental power with respect to the Leased Property, whether
by legal proceedings or otherwise, by a Condemnor of its power of condemnation;
(ii) a voluntary sale or transfer of the Leased Property by Landlord to any
Condemnor, either under threat of condemnation or while legal proceedings for
condemnation are pending; and (iii) a taking or voluntary conveyance of all or
part of the Leased Property, or any interest therein, or right accruing thereto
or use thereof, as the result or in settlement of any condemnation or other
eminent domain proceeding affecting the Leased Property, whether or not the same
shall have actually been commenced.

      "Condemnor" shall mean any public or quasi-public authority, or private
corporation or individual, having the power of Condemnation.


                                       5
<PAGE>
      "Consumer Index" shall mean the Consumer Price Index for all Urban
Consumers (CPI-U), U.S. City Average, All Items Less Food and Energy
(1982-1984=100) as published by the Bureau of Labor Statistics of the U.S.
Department of Labor, or if it ceases publication, a successor index measuring
the price of comparable market basket of consumer goods published by the United
States or any agency or department thereof.

      "Date of Taking" shall mean the date the Condemnor has the right to
possession of the Leased Property, or any portion thereof, in connection with a
Condemnation.

      "Default" shall mean any event or condition that, with the giving of
notice and/or lapse of time, may ripen into an Event of Default.

      "Entity" shall mean any general partnership, limited partnership, limited
liability company, limited liability partnership, corporation, joint venture,
trust, business trust, cooperative or association.

      "Environment" shall mean soil, surface waters, ground waters, land,
stream, sediments, surface or subsurface strata, ambient air and the indoor
environment.

      "Environmental Laws" shall mean all applicable laws, statutes,
regulations, rules, ordinances, codes, licenses, permits and orders of all
courts of competent jurisdiction and Government Agencies, and all applicable
judicial and administrative and regulatory decrees, judgments and orders,
including common law rulings and determinations, relating to injury to, or the
protection of, the Environment, including, without limitation, all valid and
lawful requirements of courts and other Government Agencies pertaining to
reporting, licensing, permitting, Remediation and removal of underground
improvements (including, without limitation, treatment or storage tanks, or
water, gas or oil wells), or emissions, discharges, Releases or threatened
Releases, or relating to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Substances.

      "Equity Transfer" shall have the meaning given to such term in Paragraph
6(c) of the Agreement Regarding Leases.

      "Escrow Agent" shall have the meaning given to such term in Paragraph
17(b).

      "Event of Default" shall have the meaning given to such term in Paragraph
21(a).

      "Existing Facility Mortgage" means the Facility Mortgage in effect on
the Commencement Date.

      "Expiration Date" shall have the meaning given to such term in Paragraph
4(a), as the same may be extended pursuant to Paragraph 4(b).

      "Extraordinary Capital Expenditures" shall mean expenditures incurred in
connection with Capital Additions to the Facility which are not contemplated by
the then current capital budget and other non-recurring expenditures incurred by
Tenant with respect to the Facility that are not ordinary course repair and
maintenance items.


                                       6
<PAGE>
      "Facility" shall mean the independent and/or assisted living facility
being operated or proposed to be operated on the Leased Property.

      "Facility Mortgage" shall mean any encumbrance securing the repayment of
indebtedness (and including any obligations in connection with credit
enhancement) now or hereafter placed upon the fee simple interest [PONCE DE
LEON: ground leasehold interest] in the Leased Property, together with all other
documents and instruments evidencing or securing the indebtedness secured
thereby.

      "Facility Mortgage Requirements" shall mean all covenants, agreements,
restrictions and encumbrances contained in the Existing Mortgage or any future
Facility Mortgage in effect from time to time, other than any covenants and
agreements with respect to the payment of the Indebtedness secured thereby.

      "Facility Mortgage Refinancing" shall have the meaning given to such term
in the Agreement Regarding Leases.

      "Facility Mortgagee" shall mean the holder of a Facility Mortgage.

      "Facility State" shall mean the State in which the Facility is located.

      "Fair Market Lease Rate" shall mean, as determined by agreement between
Landlord and Tenant or, failing agreement and upon demand by either party, the
appraisal procedures set forth in Paragraph 53, a percentage per annum that,
when multiplied by the Lease Basis in effect at the commencement of the first
Renewal Term or the second Renewal Term, as the case may be, equals an amount
that an uncompelled, willing tenant would pay, and an uncompelled, willing
landlord would accept, at arm's length, for leasing of the Leased Property for
the first Renewal Term or the second Renewal Term, as the case may be, taking
into account all other terms of this Lease and the Agreement Regarding Leases.
In addition to such other market factors as may be applicable in determining the
Fair Market Lease Rate, the Fair Market Lease Rate shall be determined on the
basis, and on the assumptions, that the Leased Property is in material
compliance with any and all Legal Requirements and Insurance Requirements and
has in full force and effect, for the benefit of the aforesaid tenant, the
Facility and the Leased Property, any and all necessary or appropriate material
permits, approvals and licenses necessary or advisable for use of the Facility
in accordance with the Intended Use.

      "Fair Market Value" shall mean, as determined by agreement between
Landlord and Tenant or, failing agreement and upon demand by either party, the
appraisal procedures set forth in Paragraph 53, the amount that an uncompelled,
willing buyer would pay, and an uncompelled, willing seller would accept, at
arm's length, for a fee simple interest in the Leased Property [PONCE DE LEON:
ground leasehold interest in the Leased Property], including all Capital
Additions thereto and all Related Personal Property. In addition to such other
market factors as may be applicable in determining the Fair Market Value, the
Fair Market Value shall be determined on the basis, and on the assumptions,
that, (i) the Leased Property is unencumbered by this Lease or the Agreement
Regarding Leases, (ii) the Leased Property is in material compliance with any
and all applicable laws, codes, ordinances and regulations and other Legal
Requirements, and (iii) the Leased Property, for the benefit of the aforesaid
buyer, has in full


                                       7
<PAGE>
force and effect any and all necessary or appropriate material permits,
approvals, licenses, and other consents comparable to those necessary or
advisable for use thereof in accordance with its Intended Use.

      "Floating Rate Adjustment" shall mean an amount, computed on a monthly
basis, equal to the product of (a) the Percentage Change in the Applicable
Floating Rate Index used in connection with the Existing Facility Mortgage or
any Brookdale Requested Refinancing, multiplied by (b) the outstanding principal
amount (as of the date of determination) of either (i) any floating rate
Existing Facility Mortgage or (ii) any floating rate Brookdale Requested
Refinancing, whichever is in place on the date of determination; provided,
however, that (x) the Floating Rate Adjustment shall not apply to the
calculation of Base Rent after the maturity date of the Existing Facility
Mortgage or any Brookdale Requested Refinancing, and (y) in determining the
Percentage Change in the Applicable Floating Rate Index, in no event shall the
Applicable Floating Rate Index as of the date of determination equal an amount
greater than the strike price under any applicable interest rate cap agreement
purchased in connection with the Existing Facility Mortgage or a Brookdale
Requested Refinancing, as the case may be.

      "GAAP" shall mean generally accepted accounting principles, consistently
applied, and being principally derived from promulgations of The Financial
Accounting Standards Board and The American Institute of Certified Public
Accountants, or their successors.

      "Government Agency" shall mean any court, agency, authority, board
(including, without limitation, environmental protection, planning and zoning),
bureau, commission, department, office or instrumentality of any nature
whatsoever of any governmental or quasi-governmental unit of the United States
or the Facility State or any county or any political subdivision of any of the
foregoing, whether now or hereafter in existence, having jurisdiction over
Landlord or Tenant or the Leased Property or any portion thereof or the Facility
operated thereon.

      "Ground Lease" shall mean _________________________. [For Ponce de Leon
only].

      "Ground Rents" shall have the meaning given to such term in Paragraph
5(f). [For Ponce de Leon only].

      "Guarantor" shall mean the Person that is the "guarantor" under the
Guaranty of Agreement Regarding Leases.  The initial Guarantor is Brookdale
Living Communities, Inc. (formerly known as BLC Senior Holdings, Inc.).

      "Guaranty" shall mean that certain Guaranty of Agreement Regarding Leases
made by Guarantor in favor of PSLT-BLC Holdings in the form of Exhibit D annexed
to the Agreement Regarding Leases.

      "Hazardous Materials" shall mean any substance (whether solid, liquid or
gaseous in nature):

            (a) the presence of which requires or may hereafter require
      notification or Remediation under any federal, state or local statute,
      regulation, rule, ordinance, order, action or policy; or


                                       8
<PAGE>
            (b)   which is or becomes defined as a "hazardous waste",
      "hazardous material" or "hazardous substance" or "pollutant" or
      "contaminant" under any present or future federal, state or local
      statute, regulation, rule or ordinance or amendments thereto including,
      without limitation, the Comprehensive Environmental Response,
      Compensation and Liability Act (42 U.S.C. et seq.) and the Resource
      Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) and the
      regulations promulgated thereunder; or

            (c) which is toxic, explosive, corrosive, flammable, infectious,
      radioactive, carcinogenic or otherwise hazardous and is or becomes
      regulated by any governmental authority, agency, department, commission,
      board, agency or instrumentality of the United States, any state of the
      United States, or any political subdivision thereof; or

            (d) the presence of which on the Leased Property causes or
      reasonably threatens to cause a violation of Environmental Laws upon the
      Leased Property or to adjacent properties or poses or reasonably threatens
      to pose a hazard to the health or safety of persons on or about the Leased
      Property; or

            (e)   without limitation, which contains gasoline, diesel fuel or
      other petroleum hydrocarbons or volatile organic compounds; or

            (f)   without limitation, which contains polychlorinated
      biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation; or

            (g)   without limitation, which contains or emits radioactive
      particles, waves or material; or

            (h)   without limitation, constitutes Regulated Medical Wastes.

      "Immediate Family" shall mean, with respect to any individual, such
individual's spouse, parents, brothers, sisters, children (natural or adopted),
stepchildren, grandchildren, grandparents, parents-in-law, brothers-in-law,
sisters-in-law, nephews and nieces.

      "Impositions" shall mean all taxes (including, without limitation, all
taxes imposed under the laws of the Facility State, as such laws may be amended
from time to time, and all ad valorem, sales and use, single business, gross
receipts, transaction privilege, rent or similar taxes as the same relate to or
are imposed upon Landlord, Tenant or the business conducted upon the Leased
Property or additional federal and state taxes, interest or penalties, arising
out of the Leased Property's non-compliance with Legal Requirements),
assessments (including, without limitation, all assessments for public
improvements or benefit, whether or not commenced or completed prior to the date
hereof and whether or not to be completed within the Term), water, sewer or
other rents and charges, excises, tax levies, fees (including, without
limitation, license, permit, inspection, authorization and similar fees), all
other governmental charges, in each case whether general or special, ordinary or
extraordinary, or foreseen or unforeseen, of every character in respect of the
Leased Property or the business conducted thereon by Tenant (including all
interest and penalties thereon due to any failure in payment by Tenant), which
at any time prior to, during or in respect of the Term hereof may be assessed or
imposed on or in respect of or be a lien upon (a) Landlord's interest in the
Leased Property, (b) the Leased


                                       9
<PAGE>
Property or any part thereof or any rent therefrom or any estate, right, title
or interest therein, or (c) any occupancy, operation, use or possession of, or
sales from, or activity conducted on, or in connection with the Leased Property
or the leasing or use of the Leased Property or any part thereof by Tenant, and
shall include any tax being contested during the period that such taxes are
being contested, which tax, and any interest and penalties attributable thereto,
shall nevertheless be treated as a Claim within the meaning of Paragraph 25;
provided, however, that nothing contained herein shall be construed to require
Tenant to pay, and the term "Impositions" shall not include: (i) any tax based
on the net income of the Landlord, except for federal and state taxes arising
out of non-compliance with Legal Requirements, (ii) any net revenue tax of
Landlord, (iii) any transfer fee or other similar tax imposed with respect to
the sale, exchange or other disposition by Landlord of the Leased Property or
any portion thereof or the proceeds thereof, (iv) any single business, gross
receipts, transaction privilege, rent or similar taxes (other than a commercial
rent, sale, use or occupancy type tax or tax imposed with respect to the rental
or occupancy of the Leased Property) as the same relate to or are imposed upon
Landlord, (v) taxes attributable to a period after the expiration or earlier
termination of the Initial Lease Term or any Renewal Term (if applicable), (vi)
taxes, interest, penalties and additions to tax imposed solely as a result of
the failure of the Landlord to duly file any tax return required to be filed by
Landlord, (vii) taxes imposed solely as a result of the Landlord's breach of any
covenant or the inaccuracy of any representation or warranty of the Landlord in
any of the Operative Documents, (viii) taxes imposed on Landlord to the extent
that Landlord receives a credit (or otherwise has a reduction in liability for
such taxes) in respect of such taxes, (ix) taxes resulting from the gross
negligence or willful misconduct of the Landlord, (x) taxes to the extent that
such taxes would have been imposed on the Landlord in the absence of any of the
transactions contemplated by the Operative Documents, (xi) taxes imposed on any
transferee of Landlord pursuant to the laws in effect at the time of the
transfer to such transferee, to the extent such tax exceeds the amount of such
tax indemnified against hereunder that would have been imposed on the
transferor, (xii) taxes imposed by ERISA or Section 4975 of the Internal Revenue
Code to the extent resulting from any act or omission of Landlord or its
Affiliates, and (xiii) withholding taxes imposed on payments to non-U.S.
persons. Impositions shall include interest, penalties and additions to taxes
only to the extent that the taxes to which such items relate are treated as
Impositions hereunder. Any refund of taxes or other items that are treated as
Impositions hereunder shall be for the benefit of Tenant. References to Landlord
as contained in this definition of Impositions shall include, as applicable,
Affiliates of Landlord, and references to the "Operative Documents" shall mean
the Lease and the Agreement Regarding Leases. Notwithstanding any other
provision hereof to the contrary, Impositions shall not include any taxes
arising as a result of any failure of Landlord (or any Affiliate) to qualify as
a real estate investment trust for federal income tax purposes, or under any
corresponding state or local tax law.

      "Improvements" shall have the meaning given such term in Paragraph 2.

      "Initial Term" shall have the meaning given to such term in Paragraph
4(a).

      "Inspection Report" shall have the meaning given to such term in Paragraph
13(b).

      "Insurance Requirements" shall mean all terms of any insurance policy
required by this Lease and all requirements of the issuer of any such policy.


                                       10
<PAGE>
      "Intended Use" shall have the meaning given such term in Paragraph 7(a).

      "Land" shall have the meaning given such term in Paragraph 2.

      "Landlord" shall have the meaning given such term in the preamble to this
Lease.

      "Landlord Capital Addition" shall have the meaning given to such term in
Paragraph 11(c).

      "Lease" shall mean this Property Lease Agreement including the Exhibits
attached hereto, as it and they may be amended from time to time as herein
provided.

      "Lease Basis" shall mean $____________(3) as of the date of this Lease,(4)
as such amount shall be (a) increased from time to time in accordance with the
terms of this Lease and the Agreement Regarding Leases by the amount of any
Capital Accretion Amounts or otherwise as expressly provided herein or therein,
and (b) decreased from time to time in connection with the receipt by Landlord
of (i) any Awards in any Condemnation in accordance with Paragraph 23, and (ii)
the amount of any payment made (other than in connection with any third party
claims) by Guarantor under the indemnity provisions set forth in Article 8 of
that certain Stock Purchase Agreement dated as of June __, 2004, among Fortress
Brookdale Acquisition LLC, Provident Senior Living Trust and BLC Senior
Holdings, Inc., to the extent such payment relates specifically to the Leased
Property, or, if any such payment under said indemnification provisions relates
to more than one (1) Leased Property or does not relate to any particular Leased
Property (or Leased Properties), then the amount of any such indemnity payment
shall be divided ratably across the Facilities (as defined in the Agreement
Regarding Leases); provided, however, that during each Renewal Term, the Lease
Basis shall mean, as determined in accordance with the provisions of Paragraph
3(b) of the Agreement Regarding Leases, an amount equal to the greater of: (x)
the Lease Basis for the immediately preceding calendar month and (y) the Fair
Market Value of the Leased Property, as such amounts in (x) and (y) above shall
be (A) increased from time to time in accordance with the terms of this Lease
and the Agreement Regarding Leases by the amount of any Capital Accretion
Amounts, and (B) decreased from time to time in connection with the receipt by
Landlord of any Awards in any Condemnation in accordance with Paragraph 23.

      "Lease Guarantor" shall mean the Person that is the "guarantor" under the
Lease Guaranty. The initial Lease Guarantor is Brookdale Provident Properties,
LLC.

      "Lease Guaranty" shall mean that certain guaranty made by Lease Guarantor
in favor of Landlord in the form of Exhibit D annexed hereto.


----------
3 The list of the Lease Basis for each of the Brookdale Properties is attached
hereto as Schedule 2. The amounts set forth on Schedule 2 are the amounts,
subject to adjustment as set forth in footnote 3 hereof, that will be inserted
into each Property Lease for the Brookdale Sale-Leaseback transaction.

4 This amount will include the amount, if any, of any deferred maintenance items
or necessary capital expenditures identified during the due diligence period
which Tenant elects under the Stock Purchase Agreement to have Landlord finance
for Tenant during the Term of this Lease.


                                       11
<PAGE>
      "Lease Rate" shall mean:

      (a) initially, 8.10%;

      (b) commencing on January 1, 2006, and for each month thereafter during
the Lease Year commencing on such date, the product of (i) 8.10% times (ii) the
Annual Increase applicable on January 1, 2006;

      (c)   commencing on January 1, 2007 and on January 1st of each Lease Year
thereafter during Initial Term, the product of (i) the Lease Rate in effect
during December of the immediately preceding Lease Year, times (ii) the Annual
Increase applicable for the Lease Year commencing on such date;

      (d) on the first month of the first Renewal Term, the greater of: (x) the
Lease Rate in effect during the last calendar month of the Initial Term times
the Annual Increase in effect for the first month of the first Renewal Term, and
(y) the Fair Market Lease Rate, as the same shall be increased by the Annual
Increase on January 1st of each calendar year after the first Lease Year of the
first Renewal Term by multiplying (A) the applicable Lease Rate in effect during
December of the immediately preceding Lease Year, times (B) the Annual Increase
in effect for the Lease Year commencing on such date; and

      (e) on the first month of the second Renewal Term, the greater of: (x) the
Lease Rate in effect during the last calendar month of the first Renewal Term
times the Annual Increase in effect for the first month of the second Renewal
Term, and (y) the Fair Market Lease Rate, as the same shall be increased by the
Annual Increase on January 1st of each Lease Year after the first Lease Year of
the second Renewal Term by multiplying (A) the applicable Lease Rate in effect
during December of the immediately preceding Lease Year, times (B) the Annual
Increase in effect for the Lease Year commencing on such date.

      "Lease Year" shall mean each twelve month period commencing on January 1st
during the Term, provided that the first Lease Year shall be the period of time
from the Commencement Date through December 31, 2005.

      "Leased Property" shall have the meaning given to such term in Paragraph
2.

      "Legal Requirements" shall mean all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations, ordinances,
judgments, decrees and injunctions affecting the Leased Property or the
maintenance, construction, alteration or operation thereof, whether now or
hereafter enacted or in existence, including, without limitation, (i) all
permits, licenses, certificates of need, authorizations and regulations
necessary to operate the Leased Property for the Intended Use, and (ii) all
requirements of any Third Party Payor Programs.

      "Lien" shall mean any mortgage, security interest, pledge, collateral
assignment, or other encumbrance, lien or charge of any kind, or any transfer of
any property or assets for the purpose of subjecting the same to the payment of
indebtedness or performance of any other obligation in priority to payment of
its general creditors.


                                       12
<PAGE>

      "Mandatory Capital Addition Allowance" shall have the meaning given to
such term in the Agreement Regarding Leases.

      "Management Agreement" shall mean that certain Management Agreement of
even date herewith by and between Tenant and Manager.

      "Manager" shall mean the Person that is the "manager" under a management
agreement pursuant to the terms of Paragraph 25(b). The initial Manager is
Brookdale Provident Management, LLC, a Delaware limited liability company.

      "Mandatory Capital Addition" shall have the meaning given to such term in
the Agreement Regarding Leases.

      "Minimum Capital Additions Amount" shall have the meaning given to such
term in Paragraph 25(d).

      "Minimum Option Purchase Price" shall have the meaning give to such term
in the Agreement Regarding Leases.

      "Non-Capital Additions" shall have the meaning given such term in
Paragraph 11(b).

      "Notice" shall mean a notice given or received in accordance with
Paragraph 31.

      "Officer's Certificate" shall mean a certificate signed by an officer of
Tenant (or an officer of the **[MANAGER/MANAGING MEMBER]** of Tenant) duly
authorized by the **[BOARD OF MANAGERS/MEMBERS/BOARD OF DIRECTORS]** of Tenant.

      "Other Requirements" shall mean all covenants, agreements, restrictions
and encumbrances contained in any Permitted Encumbrances affecting the Leased
Property, other than any Facility Mortgage or Bond Documents.

      "Overdue Rate" shall mean, on any date, a per annum rate of interest equal
to the lesser of (i) ten percent (10%) and (ii) the maximum rate then permitted
under applicable law, calculated from the date any payment obligation is due
(except with respect to payments which are indeterminable prior to notice from
Landlord, in which event the Overdue Rate shall be calculated from the 10th day
following the date such notice was received).

      "Parent" shall mean, with respect to any Person, any Person which owns
directly, or indirectly through one or more Related Parties, fifty percent (50%)
or more of the voting or beneficial interest in such Person, or otherwise has
the right or power (whether by contract, through ownership of securities or
otherwise) to control such Person.

      "Percentage Change" shall mean the change in the Applicable Floating Rate
Index and shall be the difference (positive or negative) obtained by subtracting
(i) the Applicable Floating Rate Index as of the date of determination from (ii)
the Base Floating Rate Index.

      "Permits and Licenses" shall mean all permits, licenses, certificates of
need, provider agreements and other authorizations and approvals required under
applicable Legal


                                       13
<PAGE>
Requirements or otherwise maintained by Tenant in connection with the ownership
of the Facility for its Intended Use.

      "Permitted Encumbrances" shall mean all rights, restrictions, and
easements of record set forth on Schedule B to the owner's title insurance
policy and any other matters of record on the date of this Lease, and any other
covenants, restrictions, encumbrances or similar instruments as may after the
date hereof be granted or caused by Landlord or otherwise consented to in
writing by Landlord from time to time and which covenants, restrictions,
encumbrances or similar instruments arising after the date hereof (other than
Facility Mortgages) have been approved by Tenant, such approval not to be
unreasonably withheld, conditioned or delayed.

      "Permitted Transfer" shall have the meaning given to such term in the
Agreement Regarding Leases.

      "Person" shall mean any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so requires.

      "Pre-existing Condition" shall have the meaning given to such term in
Paragraph 51.

      "Proposed Financing Terms" shall have the meaning given to such term in
the Agreement Regarding Leases.

      "PSLT-BLC Holdings" shall mean **[PSLT-BLC PROPERTIES, LLC]**, a Delaware
limited liability company.

      "Regulated Medical Wastes" shall mean all materials generated by Tenant,
subtenants, patients, occupants or operators of the Leased Property which are
now or may hereafter be subject to regulation pursuant to the Medical Waste
Tracking Act of 1988, or any similar Environmental Law promulgated by any
Government Agencies.

      "Related Party" shall mean, with respect to any Person, (i) in the case of
any such Person which is a partnership, any general partner in such partnership
or any limited partner holding, directly or indirectly, ten percent (10%) or
more of the partnership interests in such partnership; (ii) in the case of any
such Person which is a limited liability company, the managing member of such
limited liability company or any member of such limited liability company
holding, directly or indirectly, ten percent (10%) or more of the membership
interests in such company; (iii) any other Person which is a Parent, a
Subsidiary, or a Subsidiary of a Parent with respect to such Person or to one or
more of the Persons referred to in the preceding clauses (i) and (ii); (iv) any
other Person who is an officer, director or trustee of, or partner holding,
directly or indirectly, ten percent (10%) or more of the partnership, membership
or stock interests in, such Person or any Person referred to in the preceding
clauses (i), (ii) and (iii); and (v) any other Person who is a member of the
Immediate Family of such Person or of any Person referred to in the preceding
clauses (i) through (iv).

      "Related Personal Property" shall mean all motor vehicles and consumable
inventory and supplies, furniture, furnishings, fixtures, movable walls and
partitions, equipment and machinery and all other personal property located at
the Leased Property or used in Tenant's business at the Leased Property, whether
located at the Leased Property on the date hereof or acquired after the


                                       14
<PAGE>
date hereof, and all modifications, replacements, alterations and additions to
such personal property installed at the expense of Tenant during the Term;
provided, however, that the "Related Personal Property" shall not include the
Residents' Personal Property.

      "Release" shall mean the presence, release, spill, emission, leaking,
emitting, pumping, injection, deposit, disposal, discharge, dispersal, leaching
or migration of Hazardous Materials in or into the Environment, including, but
not limited to, the movement of Hazardous Materials through the air, soil,
surface water or groundwater.

      "Remediation" or "Remediate" shall mean any action to (i) investigate,
study, monitor, clean up, remove, treat, respond to or in any other way address
Hazardous Materials in the Environment; or (ii) prevent the Release or minimize
the further Release of Hazardous Materials.

      "Renewal Term" shall have the meaning given to such term in Paragraph
4(b).

      "Rent" shall mean, collectively, the Base Rent and the Additional Rent.

      "Residents' Personal Property" shall mean such items of furniture,
clothing and other personalty that is the property of any of the residents of
any of the units at the Leased Property.

      "SEC" shall mean the Securities and Exchange Commission.

      "Subsidiary" shall mean, with respect to any Person, any Entity (a) in
which such Person owns directly, or indirectly through one or more Subsidiaries,
fifty percent (50%) or more of the voting or beneficial interest, or (b) which
such Person otherwise has the right or power to control (whether by contract,
through ownership of securities or otherwise).

      "Tenant" shall have the meaning given such term in the preamble to this
Lease.

      "Term" shall have the meaning given such term in Paragraph 4(b).

      "Third Party Payor Programs" shall mean all third party payor programs in
which Tenant presently or in the future may participate, including, without
limitation, Medicare, Medicaid, CHAMPUS, Blue Cross and/or Blue Shield, Managed
Care Plans, other private insurance programs and employee assistance programs.

      "Third Party Payors" shall mean Medicare, Medicaid, CHAMPUS, Blue Cross
and/or Blue Shield, private insurers and any other Person which presently or in
the future provides Third Party Payor Programs.

      "Unsuitable for its Intended Use" shall mean a state or condition of the
Facility as a whole, such that (i) following any damage or destruction involving
the Facility, the Facility cannot reasonably be expected to be restored to
substantially the same condition as existed immediately before such damage or
destruction, within eighteen (18) months following such damage or destruction or
such other longer period of time as to which business interruption insurance is
available to fully cover Rent and other costs related to the Facility following
such damage or destruction; or (ii) as the result of a partial taking by
Condemnation, the Facility or Improvements, as the case may be, cannot be
operated, in the good faith judgment of Landlord


                                       15
<PAGE>
and Tenant, on a commercially practicable basis for its Intended Use, taking
into account, among other relevant factors, the number of usable units, the
amount of square footage or the revenues affected by such partial taking.

2. LEASED PROPERTY. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, subject to the conditions hereinafter expressed: (a) that certain
parcel of land and the easements, rights and appurtenances related thereto, more
particularly described on Exhibit A hereto (the "Land"); (b) improvements on the
Land, including, without limitation, the senior independent and/or assisted
living facilities together with related paved parking and appurtenant
improvements and any replacements thereof (collectively, the "Improvements");
and (c) the Related Personal Property. As used herein, the Land, the
Improvements and the Related Personal Property at any time subject to the terms
of this Lease are referred to as the "Leased Property". The Leased Property does
not include the Resident's Personal Property.

3. CONDITION OF LEASED PROPERTY. Tenant acknowledges and agrees that the Leased
Property is and shall be leased by Landlord to Tenant in its "AS-IS" condition,
as of the Commencement Date and at all times thereafter, subject to all liens,
encumbrances and restrictions affecting the Leased Property. Landlord makes
absolutely no representations or warranties whatsoever with respect to the
Leased Property or the condition thereof, either to its fitness for use,
condition, purpose or otherwise as to the quality or material or workmanship
therein, latent or patent, it being agreed that all such risks are to be borne
by Tenant. Tenant acknowledges that Landlord has not investigated and does not
warrant or represent to Tenant that the Leased Property is fit for the Intended
Use or for any other purposes whatsoever. Tenant acknowledges that Tenant shall
be solely responsible for any and all actions, repairs, permits, approvals and
costs required for the rehabilitation, renovation, use, occupancy and operation
of the Leased Property in accordance with applicable Legal Requirements,
Facility Mortgage Requirements, Other Requirements and Insurance Requirements.
By leasing the Leased Property, Tenant warrants and represents to Landlord that
Tenant has examined and approved all things concerning the Leased Property which
Tenant deems material to Tenant's leasing and use of the Leased Property. Tenant
further acknowledges and agrees that: (i) neither Landlord nor any agent of
Landlord has made any representation or warranty, express or implied, concerning
the Leased Property or which have induced Tenant to execute this Lease except as
expressly contained in this Lease; and (ii) any other representations and
warranties are expressly disclaimed by Landlord.

4. TERM.

      (a) Initial Term. This Lease shall be for an initial term (the "Initial
Term") commencing on the Commencement Date, and ending at midnight December 31,
2019, unless modified or earlier terminated pursuant to the terms hereof (as
such date may be extended pursuant to the terms of the Agreement Regarding
Leases, the "Expiration Date").

      (b) Renewal Terms. Subject to the conditions set forth in Paragraph 3(b)
of the Agreement Regarding Leases, this Lease may be renewed by BLC Holdings
pursuant to Paragraph 3(b) of the Agreement Regarding Leases for two (2)
additional consecutive ten (10) year periods (each, a "Renewal Term", and
collectively, the "Renewal Terms"), and upon such renewal, this Lease shall
automatically, and without any action by any Person, be deemed to


                                       16
<PAGE>
have been extended for the applicable Renewal Term for which BLC Holdings has
exercised such option. As used herein, the Initial Term and the Renewal Term(s),
if exercised, shall be referred to hereinafter collectively as the "Term."

5. RENT.

      (a) Rent. Tenant shall pay Rent to Landlord (or to such Person as Landlord
may direct (in writing)) during the Term, in lawful money of the United States
of America which shall be legal tender for the payment of public and private
debts, without offset, abatement, demand or deduction, except as hereinafter
expressly provided. All payments of Rent to Landlord shall be made by wire
transfer of immediately available federal funds or by other means acceptable to
Landlord in its sole discretion. Base Rent and Additional Debt Service Costs for
any partial month shall be prorated on a per diem basis based on a 360 day year
and twelve (12) thirty (30) day months. In addition, if directed to do so by
Landlord in writing, Tenant shall pay a portion of the Base Rent directly to any
Facility Mortgagee in an amount specified in such Notice to Tenant.
Notwithstanding the foregoing, if in connection with any Facility Mortgage
Landlord is unable to obtain from the Facility Mortgagee a Subordination
Agreement not to disturb Tenant's right to possession in the event of a
foreclosure of such Facility Mortgage, then Tenant shall have the right, at
Tenant's sole election, to pay directly to the Facility Mortgagee all monthly
payments due and payable or otherwise required thereunder. If Tenant elects to
make such payments directly to the Facility Mortgagee, then (i) upon each
monthly payment Tenant shall simultaneously therewith deliver to Landlord
evidence reasonably acceptable to Landlord that such payment was made, and (ii)
Tenant hereby agrees to indemnify, defend and hold harmless Landlord from any
claims, losses or damages that Landlord suffers as a result of any failure,
default or defect in Tenant's making such payment on Landlord's behalf. Any
payments made directly by Tenant under this Paragraph may be off-set against
Base Rent payable by Tenant during such calendar month.

      (b) Base Rent. Base Rent shall be paid in arrears on the first (1st) day
of each calendar month for the immediately preceding month.

      (c) Additional Rent. Tenant shall pay as additional rent hereunder
("Additional Rent"), all other charges and amounts payable in accordance with
the terms of this Lease. Except as otherwise provided herein, any costs or
expenses paid or incurred by Landlord on behalf of Tenant that constitute
Additional Rent shall be reimbursed by Tenant to Landlord within ten (10) days
after the delivery by Landlord to Tenant of invoices therefor.

      (d) Additional Debt Service Costs. Tenant shall pay as Additional Rent
hereunder all Additional Debt Service Costs in connection with any Brookdale
Requested Refinancing, as applicable. All such Additional Debt Service Costs
shall be payable in the same manner and at the same times as Base Rent is
payable hereunder.

      (e) **[Ground Lease Payments. Tenant shall pay as Additional Rent
hereunder all rental and other amounts payable under the Ground Lease ("Ground
Rents"). Tenant shall pay all Ground Rents to Landlord not later than ten (10)
days prior to the due date thereof. [NOTE: THIS PROVISION APPLIES ONLY TO PONCE
DE LEON.] [Notwithstanding the foregoing, if Landlord is unable to obtain from
the landlord under the Ground Lease an agreement (in form reasonably


                                       17
<PAGE>
satisfactory) to Tenant not to disturb Tenant's right to possession in the event
of a termination of the Ground Lease in the form substantially similar to the
Subordination Agreement (with such changes as are required to conform same to
account for a ground lease rather than a mortgage loan), Tenant shall have the
right, at Tenant's sole election, to pay directly to the landlord under the
Ground Lease all rent and other monthly payments due and payable thereunder. If
Tenant elects to make such payments directly to the landlord under the Ground
Lease, then (i) upon each monthly payment Tenant shall simultaneously therewith
deliver to Landlord evidence reasonably acceptable to Landlord that such payment
was made, and (ii) Tenant hereby agrees to indemnify, defend and hold harmless
Landlord from any claims, losses or damages that Landlord suffers as a result of
any failure, default or defect in Tenant's making such payment on Landlord's
behalf. Any payments made directly by Tenant under this Paragraph may be off-set
against Base Rent payable by Tenant during such calendar month.]

      (f) Consent Expenses. Tenant shall pay, as Additional Rent hereunder, on
behalf of Landlord, or reimburse Landlord for, any and all reasonable
out-of-pocket costs or expenses paid or incurred by Landlord relating to any
request made by Tenant of Landlord, including, without limitation, reasonable
attorneys' fees, in connection with any of the following activities undertaken
by or on behalf of Landlord under this Lease: (i) the review, execution,
negotiation or delivery of any consent, waiver, estoppel, subordination
agreement or approval requested of Landlord by Tenant hereunder, including,
without limitation, any request for consent to Capital Additions or any
so-called "landlord's waiver"; (ii) the review by Landlord or its
representatives of any plans and specifications in connection with any
restoration of the Leased Property, any Capital Addition or otherwise; (iii) the
review by Landlord or its representatives of any request by Tenant for any other
approval or consent hereunder, or any waiver of any obligation of Tenant
hereunder; (iv) the negotiation by Landlord or its representatives of the terms
of instruments requested in connection with any Brookdale Requested Refinancing;
(v) any assistance provided by Landlord in connection with a permitted contest
pursuant to Paragraph 26; or (vi) any other request by Tenant comparable to any
of the foregoing.

      (g) Late Charge; Interest. If Tenant fails to make any payment of Rent on
or before the date such payment is due and payable and such amount remains
unpaid for a period of five (5) days, such past due payment shall bear interest
at the Overdue Rate.

      (h) Payment without Abatement. No abatement, diminution or reduction of
Rent shall be allowed to Tenant or any Person claiming under Tenant, under any
circumstances or for any reason whatsoever, except to the extent herein
provided.

6. HOLDING OVER. If Tenant or any other Person shall remain in possession of the
Leased Property or any part thereof following the expiration of the Term or
earlier termination of this Lease without an agreement in writing between
Landlord and Tenant with respect thereto, the Person remaining in possession
shall be deemed to be a tenant at sufferance, and during any such holdover, the
Rent payable under this Lease by such tenant at sufferance shall be one hundred
fifty percent (150%) of the Rent in effect immediately prior to the expiration
of the Term or earlier termination of this Lease. In no event, however, shall
such holding over be deemed or construed to be or constitute a renewal or
extension of this Lease.


                                       18
<PAGE>
7. USE OF LEASED PROPERTY; COMPLIANCE WITH LEGAL REQUIREMENTS AND OTHER
REQUIREMENTS.

      (a) Intended Use. Tenant shall have the right to use the Leased Property
as a senior housing facility, including, without limitation, as a senior
independent and/or assisted living facility and for such other uses as may be
related, incidental or necessary thereto (the "Intended Use") and for no other
purpose; provided, that in no event shall the Leased Property be used as a
skilled nursing facility. Tenant shall not perform any act or follow any
practice relating to the Leased Property which shall constitute a nuisance.
Subject to the terms and provisions of this Lease, Tenant shall have the right
to control the business being conducted at the Leased Property.

      (b) Legal Requirements, Insurance Requirements, Facility Mortgage
Requirements and Other Requirements. Tenant, at its sole expense, and subject to
the right of diligent contest as provided in Paragraph 25, shall (i) comply with
all applicable Legal Requirements, Insurance Requirements and Facility Mortgage
Requirements (provided that, with respect to any Facility Mortgage other than
the Existing Facility Mortgage, the terms of such Facility Mortgage comply with
the requirements of Paragraph 54(b)) in respect of the use, operation,
maintenance, repair, alteration and restoration of the Leased Property,
including, without limitation, all zoning classifications of any lawful
Government Agencies or other public or private regulatory authority (including
insurance underwriters or ratings bureaus) having jurisdiction over the Leased
Property, (ii) comply with all Other Requirements and (iii) procure, maintain
and comply with all Permits and Licenses for the proper operation and
maintenance of the Leased Property or any part thereof, including, without
limitation, any Capital Additions, except, in the case of (i), (ii) or (iii)
above, where failure to comply will not have a material adverse effect on the
use or operation of the Leased Property for the Intended Use or the value of the
Leased Property. Upon Tenant's written request, Landlord shall cooperate with
Tenant's reasonable requests and at Tenant's sole cost and expense, to the
extent Landlord's involvement is required for Tenant to comply with this
Paragraph 7(b).

      (c) Compliance with Third Party Payor Program Requirements. Tenant shall,
at its sole cost and expense, make (i) whatever improvements (capital or
ordinary) as are required to conform the Leased Property to such standards, if
any, as may, from time to time, be required by any applicable Third Party Payor
Programs to the extent Tenant is a participant in such Third Party Payor
Programs (it being acknowledged that participation in such Third Party Payor
Programs is at the sole and absolute discretion of Tenant), or any other
applicable programs or legislation, or (ii) capital improvements required by any
other Government Agency having jurisdiction over the Leased Property as a
condition of the continued operation of the Leased Property for its Intended
Use, except, in the case of (i) or (ii) above, where the failure to comply will
not have a material adverse effect on the use or operation of the Leased
Property for its Intended Use.

      (d) Landlord to Grant Easements, Etc. Landlord shall from time to time, at
the request of Tenant and at Tenant's sole cost and expense, (i) grant easements
and other rights in the nature of easements with respect to the Leased Property
to third parties; (ii) release existing easements or other rights in the nature
of easements which are for the benefit of the Leased Property; (iii) dedicate or
transfer unimproved portions of the Leased Property for road, highway


                                       19
<PAGE>
or other public purposes; (iv) execute petitions to have the Leased Property
annexed to any municipal corporation or utility district; (v) execute amendments
to any covenants and restrictions affecting the Leased Property; and (vi)
execute and deliver to any Person any instrument appropriate to confirm or
effect such grants, release, dedications, transfer, petitions and amendments (to
the extent of its interests in the Leased Property); provided, however, that
Landlord shall have first reasonably determined in good faith that such grant,
release, dedication, transfer, petition or amendment is not detrimental in any
material respect to the operation of the Leased Property for its Intended Use,
does not materially reduce the value of the Leased Property and, to the extent
required by the Facility Mortgage, if any, is acceptable to the Facility
Mortgagee.

      (e) Landlord's Receipt Of Third Party Payor Program Reimbursements. If
Landlord is required by applicable law to receive any payments from Third Party
Payors as the owner of the Facility which would be deemed payment for services
provided by or on behalf of Tenant to residents of the Facility, the parties
hereto agree that, so long as there is no existing and continuing Event of
Default hereunder, Landlord shall pay such monies to Tenant as promptly as
practicable.

8. TENANT'S COVENANT TO REPAIR.

      (a) Repair and Maintenance. Except to the extent expressly permitted to
the contrary in Paragraph 17 or Paragraph 23, Tenant shall, at all times during
the Term and at Tenant's sole cost and expense, (i) put, keep, replace and
maintain the Leased Property (including, without limitation, the Improvements
and the Related Personal Property) in good repair and in good and safe order and
condition, ordinary wear and tear excepted (subject to Tenant's obligations
under clauses (ii) and (iii) below), (ii) make all repairs and replacements
thereto, both inside and outside, structural and non-structural, ordinary and
extraordinary, howsoever the necessity or desirability for repairs and
replacements may occur, and whether or not necessitated by wear, tear,
obsolescence or defects, latent or otherwise, (iii) use all reasonable
precautions to prevent waste, damage or injury, and (iv) install, maintain and
replace all landscaping, signs, sidewalks, roadways, driveways and parking areas
within the Leased Property in good repair and in good and safe order and
condition, ordinary wear and tear excepted (subject to Tenant's obligations
under clauses (ii) and (iii) above). Tenant's obligations under this Paragraph 8
shall constitute an expense of Tenant, shall not constitute Rent and shall not
offset or reduce any Rent otherwise required to be paid hereunder.

      (b) Related Personal Property. Tenant may (and shall as provided herein
below), at its expense, affix or assemble or place on any parcels of the Land or
in any of the Improvements, any Related Personal Property, and Tenant may,
subject to the conditions set forth below, remove the same at any time, provided
it is replaced with substantially equivalent personal property sufficient to
comply with the terms of this Paragraph 8(b). Tenant shall provide and maintain
throughout the Term all such Related Personal Property as shall be necessary in
order to operate the Facility for its Intended Use and in material compliance
with all applicable Legal Requirements and Insurance Requirements. All of the
Related Personal Property shall, upon the expiration or earlier termination of
this Lease at Landlord's option, exercised by written notice to Tenant, be
either removed by Tenant or left at the Facility, in either case, at Tenant's
sole cost and expense.


                                       20
<PAGE>
9. NO LANDLORD REPAIR OBLIGATIONS. Landlord shall not be required to make any
structural or non-structural alterations, reconstructions, replacements,
changes, additions, improvements or repairs of any kind or nature whatsoever to
the Leased Property or any portion thereof (including, without limitation, any
portion of the Improvements or any Related Personal Property) at any time during
the Term.

10. SURRENDER.

      (a) Surrender of Leased Property. Tenant shall on the last day of the
Term, or upon the sooner termination of this Lease, peaceably and quietly
surrender the Leased Property to Landlord, in good repair and in good and safe
order and condition and, further, in at least as good condition as when the
Leased Property was received, ordinary wear and tear and damage by fire,
Casualty or Condemnation excepted (but subject to Tenant's obligation to restore
the Leased Premises as provided in Paragraph 17 and Paragraph 23).

      (b) Transfer of Licenses and Permits. In addition, upon the expiration or
earlier termination of this Lease, Tenant shall, at Landlord's sole cost and
expense, (i) use commercially reasonable efforts to cooperate with Landlord or
Landlord's nominee in connection with the processing of all applications for
Permits and Licenses and (ii) to the extent the same are assignable or otherwise
transferable by law or pursuant to the terms thereof, transfer to Landlord or
Landlord's nominee the Permits and Licenses and the contracts, including
contracts with governmental or quasi-governmental entities which may be
necessary for the operation of the Facility for its Intended Use. If requested
by Landlord, Tenant will continue to manage the Facility after the expiration of
the Term and for so long thereafter as is necessary (but in no event longer than
90 days) for Landlord or Landlord's nominee to obtain all necessary Permits and
Licenses on such reasonable terms (which shall include an agreement to pay
Tenant a market rate management fee and reimburse Tenant for its reasonable
out-of-pocket costs and expenses, and reasonable administrative costs) upon
which Landlord and Tenant shall agree. To that end, pending completion of the
transfer of the operational control of the Facility to Landlord or its nominee:

            (i) Tenant will provide all information reasonably requested by
      Landlord or its nominee for the preparation and filing of any and all
      necessary applications or notifications of any federal or state
      governmental authority having jurisdiction over a change in the
      operational control of the Facility, and any other information reasonably
      required to effect an orderly transfer of the Facility, and Tenant will
      use reasonable efforts to cause all Permits and Licenses to be issued to
      Landlord or to Landlord's nominee; and

            (ii) Tenant shall use reasonable efforts to keep the business and
      organization of the Facility intact and to preserve for Landlord or its
      nominee the goodwill of the suppliers, distributors, residents and others
      having business relations with Tenant with respect to the Facility.

      (c) Apportionment of Impositions, Insurance Premiums and the Minimum
Capital Additions Amount. Upon the expiration of the Term, Landlord and Tenant
shall apportion and prorate Impositions, Insurance Premiums and the Minimum
Capital Additions Amount through


                                       21
<PAGE>
the Expiration Date, with Tenant being responsible for all Impositions,
Insurance Premiums and the Minimum Capital Additions Amount relating to the
period prior to the Expiration Date and Landlord being responsible for all
Impositions, Insurance Premiums and the Minimum Capital Additions Amount
relating to the period on and after such Expiration Date.

11. CAPITAL ADDITIONS.

      (a) Construction of Capital Additions. Tenant shall not construct or
install or make any Capital Addition on or to the Leased Property without
obtaining Landlord's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned, provided that no consent shall be
required for any Capital Addition as long as (i) the Capital Additions Costs for
such Capital Addition are less than Two Hundred Fifty Thousand Dollars
($250,000.00) per Capital Addition (including all related work), in the
aggregate and (ii) such construction or installation will not materially and
adversely affect or violate any Legal Requirement or Insurance Requirement
applicable to the Leased Property. Prior to commencing construction of any
Capital Addition, Tenant shall submit to Landlord, in writing, a proposal
setting forth, in reasonable detail, any proposed Capital Addition and shall
provide to Landlord such plans and specifications, permits, licenses, contracts
and other information concerning the proposed Capital Addition as Landlord may
reasonably request. Landlord shall have ten (10) Business Days to review all
materials submitted to Landlord in connection with any such proposal. Failure of
Landlord to respond to Tenant's proposal within ten (10) Business Days after
receipt of all information and materials reasonably requested by Landlord in
connection with the proposed Capital Addition shall be deemed to constitute
approval of such proposed Capital Addition, subject in all events, however, to
Tenant's compliance with the other requirements of this Paragraph 11. Without
limiting the generality of the foregoing, such proposal shall indicate the
approximate projected cost of constructing such Capital Addition and the use or
uses to which it will be put. No Capital Addition shall be made which would tie
in or connect any Improvement on the Leased Property with any other improvements
on property adjacent to the Leased Property (and not part of the Land),
including, without limitation, tie-ins of buildings or other structures or
utilities (other than a utility facility belonging to the provider of such
utility service), without Landlord's consent, which shall be given or withheld
in Landlord's discretion. Any Capital Additions shall, upon the expiration or
sooner termination of the Term, pass to and become the property of Landlord,
free and clear of all encumbrances other than Permitted Encumbrances.

      (b) Non-Capital Additions. Tenant shall have the right, at Tenant's sole
cost and expense, without Landlord consent, to make additions, modifications or
improvements to the Leased Property which are not Capital Additions
("Non-Capital Additions") from time to time as Tenant, in its sole discretion,
may deem desirable for the applicable Intended Use provided that any such
Non-Capital Addition will not materially alter the character or purpose or
materially detract from the value of the Leased Property.

      (c) Capital Additions Financed by Landlord. Upon the request of Tenant,
Landlord may elect to make available funds and pay for a Capital Addition, if
Landlord, Tenant and BLC Holdings mutually agree in writing that the cost of
such Capital Addition proposed by Tenant will be added to the Lease Basis (each,
a "Landlord Capital Addition"). If Landlord agrees to fund the costs of a
Landlord Capital Addition, Tenant shall provide such information as Landlord may
from time to time request, including, without limitation, the following:


                                       22
<PAGE>
            (i) Reasonable evidence that such Landlord Capital Addition will be,
      and upon completion, has been, completed in compliance with all applicable
      Legal Requirements, Other Requirements and Facility Mortgage Requirements;

            (ii) Copies of any required building, zoning and land use permits
      and approvals and, upon completion of such Landlord Capital Addition, a
      copy of the certificate of occupancy for such Landlord Capital Addition,
      if required;

            (iii) Such information, certificates, licenses, permits or other
      documents necessary to confirm that Tenant will be able to use the
      Landlord Capital Addition upon completion thereof in accordance with the
      Facility's Intended Use, including all Legal Requirements and all Other
      Requirements;

            (iv) An Officer's Certificate and a certificate from Tenant's
      architect, if available, setting forth, in reasonable detail, the
      projected (or actual, if available) Capital Additions Cost and invoices
      and lien waivers from Tenant's contractors for such work;

            (v) A deed conveying to Landlord title to any land acquired for the
      purpose of constructing the Landlord Capital Addition free and clear of
      any liens or encumbrances, except those approved by Landlord, and, upon
      completion of the Landlord Capital Addition, a final as-built survey
      thereof reasonably satisfactory to Landlord;

            (vi) Endorsements to any outstanding policy of title insurance
      covering the Facility or commitments therefor, reasonably satisfactory in
      form and substance to Landlord, (A) adding any land acquired for purposes
      of constructing the Landlord Capital Addition, (B) updating the same
      without any additional exceptions except as reasonably approved by
      Landlord, and (C) increasing the coverage thereof by an amount equal to
      the Capital Additions Cost relating to such Landlord Capital Addition; and

            (vii) Copies of plans and specifications relating to such Landlord
      Capital Addition and other instruments reasonably required by Landlord.

      (d) Disbursement of Capital Addition Allowances. Provided that no Event of
Default hereunder or under the Agreement Regarding Leases has occurred and is
continuing, and subject to Tenant's satisfaction of the conditions set forth in
this Paragraph 11(d) and, with respect to any Mandatory Capital Addition only,
the conditions set forth in Paragraph 5(a) of the Agreement Regarding Leases,
Tenant shall have the right upon ten (10) days' prior written notice to Landlord
to request from Landlord a disbursement of funds in connection with a Landlord
Capital Addition or a Mandatory Capital Addition (each, a "Capital Addition
Allowance"). Requests for disbursements under this Paragraph 11(d) shall not be
made more often than once during any calendar month and shall be made in
increments of not less than Twenty Five Thousand and No/100 Dollars ($25,000.00)
and in an aggregate amount not to exceed the approved Capital Additions Cost for
such Landlord Capital Addition.

            (i) Landlord shall, upon written request from Tenant and
      satisfaction of the requirements set forth in this Paragraph 11(d),
      disburse a Capital Addition Allowance to Tenant necessary to pay for the
      actual approved costs of Landlord Capital Additions (or,


                                       23
<PAGE>
      upon partial completion of such Landlord Capital Additions pursuant to
      Paragraph 11(d)(vi)).

            (ii) Each request for a Capital Addition Allowance shall be in a
      form reasonably specified or approved by Landlord and shall set forth (a)
      the specific Landlord Capital Addition for which the Capital Addition
      Allowance is requested, (b) if the Landlord Capital Addition includes the
      purchase or replacement of specific items, the quantity and price of each
      item purchased, (c) the price of all materials (grouped by type or
      category) used in connection with the Landlord Capital Addition to be paid
      for with the Capital Addition Allowance, other than the purchase or
      replacement of specific items, and (d) the cost of all contracted labor or
      other services applicable to each Landlord Capital Addition for which such
      request for disbursement is made.

            (iii) With each request, Tenant shall certify that all Landlord
      Capital Additions to be paid for with the Capital Addition Allowance will
      be made in a good and workmanlike manner and in accordance with all
      applicable Legal Requirements of any Government Agency having jurisdiction
      over the Facility.

            (iv) To the extent required by Landlord, each request for a Capital
      Addition Allowance shall include copies of invoices for all items or
      materials purchased and all contracted labor or services provided or to be
      provided as a condition to any requested disbursement, and shall include a
      waiver of lien (or conditional waiver of lien conditioned only upon
      payment of all or a portion of the requested Capital Addition Allowance)
      from each Person receiving payment prior to Landlord's disbursement, and
      from each contractor, supplier, materialman, mechanic or subcontractor or
      other Person who receives payment in an amount equal to or greater than
      $25,000.00 for completion of its work or delivery of its materials.

            (v) Any lien waiver delivered hereunder shall conform to Legal
      Requirements and shall cover all work performed and materials supplied
      (including equipment and fixtures) for the Facility by that contractor,
      supplier, subcontractor, mechanic or materialman or other Person up to the
      date covered by the current disbursement request.

            (vi) Each request for Capital Addition Allowance shall be made only
      after completion of the portion of the work with respect to the Landlord
      Capital Addition for which Capital Addition Allowance is requested. Tenant
      shall provide Landlord with such evidence of completion of the portion of
      the Landlord Capital Addition with respect to which the Capital Addition
      Allowance is requested, which shall be satisfactory to Landlord in its
      reasonable judgment.

            (vii) Upon receipt of the requested Capital Addition Allowance,
      Tenant shall pay all invoices in connection with the Landlord Capital
      Addition relating to the applicable Capital Addition Allowance.

      (e) Capital Addition Allowances Added to Lease Basis. All Capital Addition
Allowances made by Landlord shall be added to the Lease Basis on a
dollar-for-dollar basis, and the Base Rent shall be adjusted accordingly.


                                       24
<PAGE>
12. UTILITIES AND OTHER SERVICES. Tenant shall be liable for and shall pay
directly all charges, fees and amounts (together with any applicable penalties,
late charges, taxes or assessments thereon) when due for water, gas,
electricity, air conditioning, heat, septic, sewer, refuse collection, telephone
and any other utility charges or similar items in connection with the use or
occupancy of the Leased Property. Landlord shall not be responsible or liable in
any way whatsoever for the quality, quantity, impairment, interruption,
stoppage, or other interference with any utility service, including, without
limitation, water, air conditioning, heat, gas, electric current for light and
power, telephone, or any other utility service provided to or serving the Leased
Property or any damage or injury caused thereby. No such interruption,
termination or cessation of utility services shall relieve Tenant of its duties
and obligations pursuant to this Lease, including, without limitation, its
obligation to pay all Rent as and when the same shall be due hereunder.

13. PERFORMANCE BY LANDLORD OF TENANT'S OBLIGATIONS.

      (a) Landlord's Self Help. If an Event of Default shall have occurred and
is continuing, Landlord may (but shall be under no obligation to), after Notice
to Tenant (or without Notice or time to perform if, in Landlord's reasonable
opinion, an emergency exists or action is necessary to cure any default under
any applicable Facility Mortgage prior to the expiration of the applicable cure
period therefor), perform the same for the account and at the expense of Tenant.
If, at any time and by reason of such Event of Default, Landlord is compelled to
pay, or reasonably elects to pay, any sum of money or do any reasonable act
which will require the payment of any sum of money, or is compelled to incur any
expense in the enforcement of its rights hereunder or otherwise, such sum or
sums, together with interest thereon at the Overdue Rate, shall be deemed
Additional Rent hereunder and shall be paid to Landlord by Tenant promptly when
billed therefor, and Landlord shall have all the same rights and remedies in
respect thereof as Landlord has in respect of the Rent herein reserved.

      (b) Landlord's Inspections. Landlord, its agents or representatives,
including any applicable Facility Mortgagee, shall have the right, but not the
obligation, to enter upon the Leased Property to perform inspections (including,
but not limited to, sampling) of the Leased Property to confirm that Tenant is
performing all of Tenant's obligations under this Lease, that Tenant has not
violated any of its covenants under this Lease and that the Leased Property is
in compliance with the terms of the Facility Mortgage. Upon completion of such
inspection, Landlord may deliver to Tenant a written report ("Inspection
Report") outlining certain defaults, if any, in Tenant's obligations under
Paragraph 7(b), Paragraph 7(c) or Paragraph 8(a). Within ten (10) Business Days
after Tenant's receipt of such Inspection Report, Tenant shall either (i) object
to Landlord in writing as to any portion of the Inspection Report, specifically
describing such objection; or (ii) commence any and all required work outlined
in the Inspection Report which Tenant has not objected to, and diligently
complete such work. If Tenant objects to any item in the Inspection Report, then
within ten (10) Business Days of Landlord's receipt of Tenant's objection
notice, both Landlord and Tenant shall select a third party licensed engineer
mutually satisfactory to Landlord and Tenant or if a single engineer cannot be
agreed upon, then Landlord and Tenant shall each, at their own cost, select a
licensed engineer and the two chosen engineers shall select a third licensed
engineer, the cost of the third engineer being paid equally by Landlord and
Tenant. The engineer(s) shall determine, by majority vote, whether the work
outlined in the Inspection Report is necessary to put the Leased Property in
good condition and


                                       25
<PAGE>
repair, ordinary wear and tear excepted (but subject to Tenant's covenants under
clauses (ii) and (iii) of Paragraph 8(a) and otherwise in compliance with this
Lease). Such determination shall be final and binding on Landlord and Tenant.
Notwithstanding anything to the contrary contained in this Paragraph 13(b), all
inspections shall occur at reasonable times during normal business hours and
shall be conducted in a manner aimed to minimize the disturbance or interference
with (x) Tenant's and Manager's use and operation of the Facility and (y) the
residents' and occupants' use of the Facility, and the scope of such inspections
shall be limited by (A) any security, health, safety or confidentiality
requirements of any Governmental Agency or imposed by applicable law or
regulations and (B) Tenant's ordinary business practices and standard resident
agreements, if any, requiring Tenant to maintain the confidential nature of
certain personal information relating to individual residents living in the
Facility.

14. ENTRY. Landlord, any Facility Mortgagee and their agents or representatives
may enter the Leased Property at reasonable times during normal business hours
upon twenty-four (24) hours prior written Notice (except during emergencies, in
which case Landlord shall give reasonable notice under the circumstances) for
the purpose of performing any work which Landlord elects pursuant to Paragraph
13(a) to undertake by reason of an Event of Default. Landlord shall use
reasonable efforts not to disturb Tenant or any resident or occupant of the
Leased Property and not to unreasonably interfere with the use and operations of
the Facility as a result of any such entry by Landlord, its agents or
representatives. Landlord's right to entry with respect to the Leased Property
shall be limited by (A) any security, health, safety or confidentiality
requirements of any Governmental Agency or imposed by applicable law or
regulations and (B) Tenant's ordinary contractual business practices, if any,
requiring Tenant to maintain the confidential nature of certain personal
information relating to individual residents living in the Facility.

15. ASSIGNMENT, SUBLETTING AND LIENS.

      (a) Transfers Prohibited Without Consent. Except as provided below, Tenant
shall not, without the prior written consent of Landlord, which consent may be
withheld in Landlord's sole and absolute discretion, in each instance, sell,
assign or otherwise transfer Tenant's interest under this Lease, or Tenant's
interest in the Leased Property, in whole or in part, or any rights or interest
which Tenant may have under this Lease, or sublet the Leased Property or any
part thereof. If given, the consent of Landlord to an assignment, transfer or
subletting shall in no event be construed to relieve Tenant or such assignee or
subtenant from the obligation of obtaining the express consent in writing of
Landlord to any further assignment, transfer or subletting. For purposes of this
Paragraph 15(a), a Change of Control which is not otherwise expressly permitted
in accordance with the terms of Paragraph 6 of the Agreement Regarding Leases
shall be deemed to constitute a prohibited assignment of this Lease. Any
assignment, transfer or sublease in violation of this Paragraph 15 shall be
voidable at Landlord's option. For purposes of this Paragraph, Landlord's
consent shall conclusively be deemed reasonably withheld if the proposed
transfer would, in Landlord's judgment, violate the terms of the Facility
Mortgage, and Tenant has not obtained the written consent (in form satisfactory
to Landlord) of the Facility Mortgagee to such transfer. Notwithstanding the
foregoing, except as provided in Paragraph 6 of the Agreement Regarding Leases,
Landlord's consent shall not be required in connection with (x) any Permitted
Transfer, (y) any Equity Transfer or (z) any Affiliate Transfer.


                                       26
<PAGE>
      (b) Adequate Assurances. Without limiting any of the foregoing provisions
of this Paragraph 15, if, pursuant to the U.S. Bankruptcy Code, as the same may
be amended from time to time, Tenant is permitted to assign or otherwise
transfer its rights and obligations under this Lease in disregard of the
restrictions contained in this Paragraph 15, the assignee agrees to provide
adequate assurance to Landlord (i) of the continued use of the Leased Property
solely in accordance with the Intended Use thereof and in compliance with all
other terms of this Lease; and (ii) of such other matters as Landlord may
reasonably require at the time of such assumption or assignment. Such assignee
shall expressly assume this Lease by an agreement in recordable form.

      (c) Permitted Subleases. Notwithstanding the foregoing, Tenant may enter
into third party residency agreements with respect to the units located at the
Facility and may sublet space at the Leased Property for use as a bank, beauty
salon, barber shop, laundry, commissary or healthcare purposes or other
concessions and services in the ordinary course of business consistent with and
ancillary to the Intended Use, so long as (i) any such sublease will not (x)
reduce the number of units at the Facility or (y) violate or affect any Legal
Requirement or Insurance Requirement, (ii) Tenant shall maintain (or cause to be
maintained) such additional insurance coverage with respect to the activities to
be conducted in such subleased space as Landlord may reasonably require so long
as such additional insurance coverage is customarily maintained for comparable
activities and uses at comparable properties and (iii) any proposed subleases
with terms longer than twelve (12) months shall be subject to Landlord's
approval, which shall not be unreasonably withheld, conditioned or delayed.

      (d) Intentionally Omitted.

      (e) Liens. Subject to the provisions of Paragraph 26, Tenant shall not,
directly or indirectly, create or allow to remain and shall promptly discharge
or bond over in a manner reasonably satisfactory to Landlord, at its expense,
any Lien encumbering the Leased Property or Tenant's leasehold interest therein
or any attachment, levy, claim or encumbrance in respect of the Rent, other than
(i) Permitted Encumbrances; (ii) restrictions, liens and other encumbrances
which are consented to in writing by Landlord or otherwise permitted under this
Lease; (iii) Liens for those taxes of Landlord which Tenant is not required to
pay hereunder; (iv) Liens for Impositions or for sums resulting from purported
noncompliance with Legal Requirements so long as (A) the same are not yet
payable, or (B) are being contested in accordance with Paragraph 26; (v) liens
of mechanics, laborers, materialmen, suppliers or vendors incurred in the
ordinary course of business that are not yet due and payable or are for sums
that are being contested in accordance with Paragraph 26; and (vi) any Facility
Mortgage or other liens which are the responsibility of Landlord pursuant to the
provisions of Paragraph 35.

16. IMPOSITIONS. Throughout the Term, Tenant shall bear, pay and discharge all
Impositions which become due and payable during, arise during, accrue during or
otherwise relate to the period comprising (a) the Term or (b) any period prior
to the commencement of the Term. Upon request of Landlord, Tenant shall promptly
furnish to Landlord satisfactory evidence of the payment of any Imposition
required to be paid by Tenant pursuant to the foregoing. If any refund shall be
due from any taxing authority or otherwise in respect of any Imposition paid by
Tenant, the same shall be paid to or retained by Tenant. If, pursuant to the
terms of any Facility Mortgage, Landlord is required to establish and fund
payments of Impositions to an escrow


                                       27
<PAGE>
reserve account established under the loan documents relating to such Facility
Mortgage, then Tenant shall fund all such payments to the reserve account, and
such payments shall constitute Additional Rent hereunder. Upon the expiration of
the Term, Landlord and Tenant shall apportion and prorate Impositions to the
Expiration Date, with Tenant being responsible for all Impositions relating to
the period prior to the Expiration Date and Landlord being responsible for all
Impositions relating to the period on and after the Expiration Date, as more
particularly described in Paragraph 10.

17. CASUALTY.

      (a) Restoration and Repair. If the Improvements and/or any Related
Personal Property shall be destroyed or damaged in whole or in part by fire or
any cause whatsoever ("Casualty"), Tenant shall give Landlord prompt written
notice thereof and shall repair, reconstruct or replace the Improvements and/or
the Related Personal Property, or the portion thereof so destroyed or damaged
(whichever is reasonably required), at least, to the extent practicable, to a
condition substantially equivalent in value and character as existed immediately
prior to such Casualty, and in accordance with all Legal Requirements, all Other
Requirements, all Insurance Requirements and all Facility Mortgage Requirements.
All work shall be started as soon as practicable and completed at Tenant's sole
cost and expense. Tenant shall, however, immediately take such action as is
necessary to secure the Leased Property (or any portion thereof) such that the
same does not constitute a nuisance or otherwise present a health or safety
hazard. Notwithstanding the occurrence of any such Casualty, Tenant shall
continue to pay all Rent without abatement.

      (b) Unavailability of Proceeds. Upon the occurrence of a Casualty in which
the applicable Facility Mortgagee (i) applies all or any portion of the
applicable insurance proceeds to repay the Facility Mortgage and therefore any
portion of the proceeds are not available for restoration or (ii) otherwise
refuses in writing to make any portion of such proceeds available to be used for
restoration within a commercially reasonable period of time in light of the
nature of the Casualty event, then, unless Landlord, in Landlord's sole and
absolute discretion, agrees to make available to Tenant funds in an amount equal
to the amount of proceeds so applied by the Facility Mortgagee, Tenant may elect
by written notice to Landlord either (x) to terminate this Lease and purchase
the Leased Property from Landlord on the terms set forth below
("Termination/Purchase Election") or (y) to use Tenant's own funds to restore
the Leased Property to its condition prior to the Casualty event (the
"Restoration Election"). Landlord shall notify Tenant in writing as to whether
Landlord intends to make such funds available and shall deliver such notice to
Tenant not later than ten (10) Business Days after receiving written notice from
the Facility Mortgagee that such Facility Mortgagee has applied or intends to
apply (or has made a final determination not to disburse) the insurance
proceeds. Tenant shall make the Termination/Purchase Election or the Restoration
Election by Notice given during the fifteen (15) Business Day period after
Tenant's receipt of such notice from Landlord (time being of the essence with
respect to the giving of such notice by Tenant). The effective date of the
transactions contemplated by the Termination/Purchase Election shall be no later
than ten (10) Business Days after the distribution or payment of the insurance
proceeds, time being of the essence. Until the effective date of such
transactions, Tenant shall continue to be obligated to pay Rent hereunder as if
such Casualty did not occur. At the closing of the transactions contemplated by
the Termination/Purchase Election, (A) Landlord shall cause PSLT-BLC


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<PAGE>
Holdings to execute and deliver the documents contemplated in Paragraph 14(b) of
the Agreement Regarding Leases and to otherwise comply with the terms and
conditions of such Paragraph to the extent applicable to the conveyance to
Tenant of the Leased Property, and (B) Tenant shall immediately (1) assign
Tenant's rights in and to all insurance proceeds for such damage or destruction
to Landlord and any applicable Facility Mortgagee, and (2) pay to Landlord an
amount equal to the positive difference, if any, between the (a) Minimum Option
Purchase Price (determined on an individual basis for the applicable Leased
Property using the methodology set forth in the definition of Minimum Option
Purchase Price in the Agreement Regarding Leases) minus (b) the amount of the
Casualty insurance proceeds actually paid by the applicable insurance company
(or insurance companies). In addition, to the extent that Landlord or any of its
Affiliates would recognize a gain for federal income tax purposes on the sale of
the Leased Property contemplated in this Paragraph, then at the closing of such
sale Tenant shall also pay to Landlord the amount by which such recognized gain
exceeds the sum of the following: (i) the cash proceeds from the sale of the
Leased Property, plus (ii) any net operating losses for federal income tax
purposes carried over from Brookdale Living Communities, Inc. with respect to
taxable years ending on or prior to the Commencement Date which remain unused as
of the effective date of the sale, plus (iii) any net increase in the aggregate
amount of Facility Mortgages subsequent to the Commencement Date encumbering the
Leased Property, except to the extent that the proceeds of such increased
borrowings are disbursed to Tenant or any of Tenant's Affiliates pursuant to
Paragraph 12(c) of the Agreement Regarding Leases, minus (iv) any net reduction,
subsequent to the Commencement Date in the aggregate amount of Facility
Mortgages encumbering the Property; provided, however, that in no event will the
amount payable under this sentence or under the corresponding sentence within
Paragraph 17(b) of any of the other Property Leases (as defined in the Agreement
Regarding Leases) in the aggregate, together with all payments theretofore made
or thereafter made under Paragraph 14(a) of the Agreement Regarding Leases,
exceed $75,000,000. If Tenant makes the Restoration Election, then the amount
that Tenant expends in such repair and restoration (in an amount not to exceed
the amount of insurance proceeds applied by the Facility Mortgagee) shall be
deducted from the Lease Basis upon the completion of such work.

      (c) Termination of Lease by Tenant. Notwithstanding anything to the
contrary contained in this Paragraph 17, if a Casualty occurs during the last
two (2) years of the Initial Term or any Renewal Term and such Casualty renders
the Leased Property Unsuitable for its Intended Use, Tenant may elect, by
written notice to Landlord given not later than thirty (30) days after the
occurrence of such Casualty, to terminate this Lease, regardless of the amount
of insurance proceeds and regardless of whether or not such insurance proceeds
will be made available for the reconstruction of the Facility. Such termination
option shall be effective not later than ten (10) Business Days after the
distribution or payment of the insurance proceeds. Until the effective date of
such transactions, Tenant shall continue to be obligated to pay Rent hereunder
as if such Casualty did not occur. On the effective date of such termination of
this Lease (and as a condition to the effectiveness of the termination of this
Lease), (i) Tenant shall assign to Landlord all of Tenant's right, title and
interest in and to any insurance proceeds in connection with such Casualty, and
(ii) Tenant shall pay to Landlord, in immediately available federal funds, the
sum of (x) the deductible amounts under any applicable insurance policies, and
(y) a "make-whole" payment in an amount equal to the difference between (A) the
sum of (1) the Lease Basis and (2) the present value of the Rent through the
Expiration Date (discounted at 8.1% per annum), minus the sum of (a) insurance
proceeds actually paid by the applicable


                                       29
<PAGE>
insurance company (or insurance companies) and (b) the fair market value of the
Land (as agreed in writing by Landlord and Tenant, or if Landlord and Tenant
cannot agree upon such amount within five (5) Business Days, as determined in
accordance with the appraisal procedure set forth in Paragraph 54). For the
purposes of calculating the present value under clause (A)(2) above, the amount
of the "Impositions" that will be included in the definition of "Additional
Rent" shall be subject to the reasonable approval of Landlord and Tenant.

      (d) Escrow of Insurance Proceeds. Subject to the requirements of any
Facility Mortgagee, in the event of a Casualty resulting in an insurance loss
payment for any Improvements and/or Related Personal Property in an amount
greater than Two Hundred Fifty Thousand Dollars ($250,000.00), unless this Lease
is terminated as provided in Paragraph 17(b), the proceeds of all insurance
policies maintained by Tenant plus the amount of any deductible (to be deposited
by Tenant) shall, subject to all Legal Requirements and to the terms of any
Facility Mortgage, be deposited in the name of Landlord, Tenant and any Facility
Mortgagee in an escrow account at an approved financial institution designated
by Landlord or the Facility Mortgagee (which depositary may be the Facility
Mortgagee) (the "Escrow Agent"), and shall be used by Tenant for the repair,
reconstruction or restoration of the Improvements and/or Related Personal
Property. Such proceeds shall be disbursed periodically by the Escrow Agent upon
certification of the architect or engineer having supervision of the work that
such amounts are the amounts paid or payable for the repair, reconstruction or
restoration. Tenant shall, at the time of establishment of such escrow account
and from time to time thereafter until said work shall have been completed and
paid for, furnish Landlord with adequate evidence that at all times the
undisbursed portion of the escrowed funds, together with any funds made
available by Tenant, is sufficient to pay for the repair, reconstruction or
restoration in its entirety. Subject to the requirements of a Facility Mortgage,
if a Casualty results in a loss payment for the Improvements and/or Related
Personal Property in an amount equal to or less than Two Hundred Fifty Thousand
Dollars ($250,000.00), unless this Lease is terminated as provided in Paragraph
17(b), then the proceeds shall be paid to Tenant, and shall be applied by Tenant
toward the repair, reconstruction and restoration of the Leased Property. Tenant
shall obtain, and make available to Landlord, receipted bills and, upon
completion of the work, full and final waivers of lien.

      (e) Uninsured Losses. Nothing contained herein shall relieve Tenant of its
obligations under this Paragraph 17 even if the Casualty is not covered, either
in whole or in part, by insurance.

18. INSURANCE.

      (a) Insurance By Tenant. Tenant shall, throughout the Term, and at its
sole cost and expense, maintain in full force and effect the types and amounts
of insurance required under the Facility Mortgage or, if there is no Facility
Mortgage or the Facility Mortgagee does not require the maintenance of
insurance, the following types and amounts of insurance coverage; provided such
insurance coverage is commercially available at commercially reasonable rates:

            (i) Hazard Insurance. Tenant shall keep the Improvements and the
      Related Personal Property, including all permitted alterations, changes,
      additions and replacements thereof and thereto, insured against loss or
      damage caused by: (A) fire, and other hazards and perils generally
      included under extended coverage; (B) sprinkler


                                       30
<PAGE>
      leakage; (C) vandalism and malicious mischief; (D) boiler and machinery;
      and (E) other perils commonly covered by "All Risk" insurance, all in an
      amount which reasonably assures there will be sufficient proceeds to
      replace the Improvements and the Related Personal Property in the event of
      a loss against which such insurance is issued but in no event less than
      100% of the full replacement value thereof (exclusive of foundations).
      Such insurance shall contain (x) "Ordinance or Law Coverage" (if any of
      the Improvements or the use of the Leased Property shall at any time
      constitute legal non-conforming structures or uses which non-conformance
      shall be presumed unless and until Tenant proves to Landlord's reasonable
      satisfaction, that such uses are conforming), "Operation of Building
      Laws," or "Enforcement" endorsement, (y) "demolition" insurance (in an
      amount of at least $5,000,000) and (z) "increased cost of construction"
      endorsement (equal to at least $5,000,000). All insurance required
      hereunder, and all other insurance maintained by Tenant on the
      Improvements and the Related Personal Property in excess of or in addition
      to that required hereunder, shall be carried in favor of Landlord, any
      Facility Mortgagee and Tenant, as their respective interests may appear.

            (ii) Liability Insurance. Tenant shall provide and keep in full
      force and effect a policy of general liability and property damage
      insurance providing coverage against liability for personal injury, death
      and property damage having limits of not less than Fifteen Million Dollars
      ($15,000,000) per claim, and Fifteen Million Dollars ($15,000,000) in the
      aggregate, for the Leased Property, some or all of which may be satisfied
      by an excess liability policy. Such insurance shall (A) continue at not
      less than the aforesaid limits until required to be changed by Landlord by
      reason of changed economic conditions making such protection inadequate in
      Landlord's discretion, but only to the extent such increased limits are
      customarily carried and maintained by companies engaged in businesses
      similar to Tenant's and operating properties similar to the Leased
      Property, and (B) cover at least the following: (1) premises and
      operations; (2) products and completed operations on an "if any" basis;
      (3) independent contractors; (4) blanket contractual liability for all
      insured contracts; (5) contractual liability covering indemnities, if any,
      given by Tenant contained in the Facility Mortgage, if any, applicable to
      the Leased Property, to the extent the same is available; (6) broad form
      property damage; (7) personal injury (including death resulting
      therefrom); and (8) healthcare professional liability.

            (iii) Business Interruption. Tenant shall provide and keep in effect
      a policy of business interruption insurance in an amount to cover costs,
      damages, lost income, expenses, Base Rent, and all other sums payable
      under this Lease for a period of not less than eighteen (18) months from
      the date of casualty or loss. Such insurance shall (A) cover all risks
      required to be covered by the insurance provided for in clause (I) above
      and clause (vii) below; (B) be in an amount sufficient to avoid any
      co-insurance penalty; (C) contain an extended period of indemnity
      endorsement that provides that after the physical loss to the Leased
      Property has been repaired, the continued loss of income will be insured
      until such income returns to the same level it was prior to the loss, or
      the expiration six (6) from the date of the repair, whichever first
      occurs, and notwithstanding that the policy may expire prior to the end of
      such period.


                                       31
<PAGE>
            (iv) Worker's Compensation and Employer's Liability Insurance.
      Tenant shall provide and keep in full force and effect workers'
      compensation insurance, in a form prescribed by the laws of the Facility
      State, and employers' liability insurance with limits of not less than
      Fifteen Million Dollars ($15,000,000), some or all of which may be
      satisfied by an excess liability policy.

            (v) Builder's Risk Insurance. Tenant shall, prior to the
      commencement of and during the construction of any restoration, renovation
      or alteration to the Leased Property, provide and keep in full force and
      effect builder's risk insurance equal to the total cost of the project.

            (vi) Flood Insurance. If any Improvements are or become located in
      an area which is considered a flood risk by the U.S. Department of Housing
      and Urban Development, Tenant shall provide and keep in effect a policy of
      flood insurance with the maximum limit of coverage available for the
      Improvements under the National Flood Insurance Act of 1968, the Flood
      Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
      of 1994.

            (vii) Boiler and Machinery Insurance. Tenant shall provide and keep
      in effect a policy of broad form boiler and machinery insurance (without
      exclusion for explosion) covering all boilers or other pressure vessels,
      machinery, and equipment located in, on or about any Leased Property
      (including "system breakdown coverage") in an amount equal to or greater
      than the repair and full replacement cost of such equipment and insurance
      against loss of occupancy or use arising from any breakdown of such
      equipment on a so-called "accident basis" and in such amounts as are
      generally required by institutional lenders for properties comparable to
      the Leased Property.

            (viii)Motor Vehicle Insurance. Tenant shall provide and keep in
      effect motor vehicle liability coverage for all owned and non-owned
      vehicles, including rented and leased vehicles, used in connection with
      the operation of the Leased Property, containing minimum limits per
      occurrence of Five Million and No/100 Dollars ($5,000,000.00), some or all
      of which may be satisfied by an excess liability policy.

            (ix) "Dram-Shop" Insurance. If alcoholic beverages are sold at the
      Leased Property, Tenant shall provide and keep in effect a policy of
      so-called "dramshop" insurance or other liability insurance required in
      connection with the sale of alcoholic beverages containing minimum limits
      of One Million No/100 Dollars ($1,000,000.00) per occurrence.

            (x) Fidelity Insurance. Tenant shall provide and keep in effect a
      policy of insurance against employee dishonesty in an amount not less than
      One Million and No/100 Dollars ($1,000,000.00) and with a deductible not
      greater than Fifty Thousand and No/100 Dollars ($50,000.00).

            (xi) Healthcare Professional Liability Insurance. Tenant shall
      provide and keep in effect a policy of insurance covering claims arising
      out of healthcare professional liability in an amount as stated in clause
      (ii) of this Paragraph 18, and, if written on a


                                       32
<PAGE>
      "claims-made" basis, Tenant shall also provide continuous liability
      coverage for claims arising during the Term either by obtaining an
      endorsement providing for an extended reporting period reasonably
      acceptable to Landlord if such policy is cancelled or not renewed for any
      reason whatsoever, or by obtaining "tail" insurance coverage providing
      coverage for a period of at least twelve (12) months beyond the expiration
      of the Term.

            (xii) Earthquake Insurance. If the Leased Property is in a high
      probability earthquake area (i.e., Zone 1 and 2), and a probable maximum
      loss ("PML") study reveals that the PML is greater than 10% of the
      replacement cost (as reasonably determined by Landlord), then earthquake
      insurance must be maintained in an amount equal to the PML percentage of
      the replacement cost with a deductible not to exceed 5% of the values at
      risk. The insurance pursuant to this clause (xii) shall be on terms
      consistent with the comprehensive all risk insurance policy required under
      clause (i) above.

            (xiii)Terrorism Insurance. If the insurance required under Paragraph
      18(a)(i) above excludes coverage for acts of terrorism, Tenant shall
      provide terrorism insurance coverage in an amount equal to the full
      replacement cost of the Leased Property unless such terrorism insurance
      coverage is (i) waived by Landlord, (ii) unable to be procured from any
      carrier of such insurance, or (iii) not available at commercially
      reasonable rates and not being carried by owners or operators of similarly
      situated properties.

            (xiv) Other Insurance. Tenant shall, at Landlord's request, provide
      and keep in full force and effect such other insurance for such risks and
      in such amounts as may from time to time be required pursuant to any
      Facility Mortgage or by any Legal Requirements or as Landlord may, from
      time to time, reasonably request against such other insurable hazards or
      casualties that at the time are commonly insured against in the case of
      business operations similar to those contemplated by this Lease or for
      properties similar to the Leased Property located in or around the region
      in which the Leased Property is located including, without limitation,
      wind, sinkhole, mine subsidence and environmental insurance, due regard
      being given to the height and type of the Leased Property, construction,
      location, use and occupancy. In addition, with respect to the insurance
      policies required under clauses (iv), (viii), (ix), (x) and (xi) of this
      Paragraph 18, Landlord shall have the right on Notice to Tenant to change
      the limits of said policies by reason of changed economic conditions
      making such protection inadequate in Landlord's discretion, but only to
      the extent that such revised increased limits are customarily carried and
      maintained by companies engaged in businesses similar to Tenant's and
      operating properties similar to the Leased Property.

      (b) Landlord as Additional Insured and/or Loss Payee. Any and all
insurance maintained by Tenant as required by this Lease, or in excess of or in
addition to that required hereunder, shall name Landlord and any Facility
Mortgagee as additional insureds, as their interests may appear, and shall
contain waiver of subrogation endorsements as is commonly made available from
its insurance carrier. Landlord and any Facility Mortgagee shall be named as the
loss payee on all property policies.


                                       33
<PAGE>
      (c) Carriers and Features. All insurance policies (except those required
under clause (a)(ii) and clause (a)(xi) of Paragraph 18(a)) required to be
carried by Tenant as provided in this Paragraph 18 shall be issued by insurance
companies authorized and/or licensed to do business in the Facility State with a
Best's Insurance Rating of not less than "A-" or a Best's Financial Category of
not less than "VIII," with reasonable deductibles per occurrence. All such
policies shall be for periods of not less than one year and Tenant shall renew
the same at least thirty (30) days prior to the expiration thereof or later as
approved in writing by Landlord. All such policies shall require not less than
thirty (30) days written notice to Landlord prior to any cancellation thereof or
any change reducing coverage thereunder. Notwithstanding the foregoing, Tenant
may elect to obtain blanket insurance for each of the foregoing required types
of insurance.

      Tenant shall pay the premiums for all insurance policies which Tenant is
obligated to carry under this Paragraph 18 and, prior to the expiration of any
such policy, or as soon as reasonably practicable thereafter, deliver to
Landlord a copy of the renewal policy or policies, or, if Landlord or the
Facility Mortgagee requests, a certificate or certificates thereof, along with
evidence that the premiums therefor have been paid for through, at least, the
next ensuing monthly period or longer as may be required by the premium
installment plan offered by the insurer(s) or premium finance company(ies). If,
pursuant to the terms of any Facility Mortgage, Landlord is required to
establish and fund payments for insurance premiums to any escrow reserve account
established under the loan documents relating to such Facility Mortgage, then
Tenant shall fund all such payments to the reserve account, and such payments
shall constitute Additional Rent hereunder. Any such funds, paid to an escrow
reserve account in connection with insurance premiums shall, subject to the
terms of the applicable Facility Mortgage, be used to pay for insurance policies
required under the Facility Mortgage. Upon the expiration of the Term, Landlord
and Tenant shall apportion and prorate funds on deposit in any such reserve
account, with Tenant being responsible for all insurance premiums relating to
the period prior to the Expiration Date and Landlord being responsible for all
insurance premiums relating to the period on and after the Expiration Date.

      (d) Failure to Procure Insurance. Landlord shall be entitled to review any
policies of insurance as may be required of Tenant under this Lease. If Tenant
fails to procure insurance required under this Paragraph or fails to maintain
the same in full force and effect continuously during the Term, Landlord shall
be entitled to procure the same and Tenant shall immediately reimburse Landlord
for such premium expense as Additional Rent.

      (e) Intentionally Omitted.

      (f) Indemnification of Landlord. Notwithstanding the existence of any
insurance provided for herein and without regard to the policy limits of any
such insurance, Tenant shall protect, indemnify and hold harmless Landlord for,
from and against all liabilities, obligations, claims, damages, penalties,
causes of action, costs and reasonable expenses (including, without limitation,
reasonable attorneys' fees), to the maximum extent permitted by law, imposed
upon or incurred by or asserted against Landlord (except to the extent that any
of the following result from Landlord's gross negligence or willful misconduct
after the Commencement Date) by reason of: (i) any accident, injury to or death
of persons or loss of or damage to property occurring on or about the Leased
Property or adjoining sidewalks or right of way, including, without limitation,
any claims of malpractice; (ii) any past, present or future use, misuse,
non-


                                       34
<PAGE>
use, non-compliance, condition, management, maintenance or repair by Tenant or
anyone claiming under Tenant of the Leased Property or the Related Personal
Property or any litigation, proceeding or claim by Government Agencies or other
third parties (other than Condemnation proceedings) to which Landlord is made a
party or participant relating to the Leased Property or the Related Personal
Property or such use, misuse, non-use, non-compliance, condition, management,
maintenance, or repair thereof; (iii) any Impositions (which are the obligation
of Tenant to pay pursuant to the applicable provisions of this Lease), and (iv)
any failure or inability of Tenant to obtain the insurance coverage required
hereunder. If at any time Landlord shall have received written notice of the
assertion of a claim, Landlord shall give reasonably prompt written notice of
such claim to Tenant, provided that (x) Landlord shall have no liability for the
failure to give notice of any claim of which Tenant has otherwise been notified
or has (or should have) knowledge, and (y) the failure of Landlord to give such
a notice to Tenant shall not limit the rights of Landlord or the obligations of
Tenant with respect to such claim, except to the extent that Tenant suffers
actual monetary loss as a result of such failure. Tenant shall pay all amounts
payable under this Paragraph 18(f) within fifteen (15) Business Days after
demand therefor, and if not timely paid, such amounts shall bear interest at the
Overdue Rate from the date payment thereof is required hereunder to the date of
payment. Tenant shall have the right to control the defense and settlement of
any such claim (but Tenant, without Landlord's prior written consent, which
Landlord may withhold in Landlord's sole and absolute discretion, shall not be
permitted to settle any claim if such settlement would admit criminal liability
of Landlord), and Tenant, at its expense, shall contest, resist and defend any
such claim, action or proceeding asserted or instituted against Landlord or may
compromise or otherwise dispose of the same, with Landlord's prior written
consent (which consent may not be unreasonably withheld, delayed or
conditioned), provided no such consent shall be required if the compromise or
settlement shall result in a complete release of Landlord from the claim so
compromised or settled). Landlord shall have the right (but not the obligation),
at Landlord's election and sole cost and expense, to participate in the defense
of any such claim, and Tenant shall have no obligation to reimburse Landlord for
any attorneys' fees incurred by Landlord in connection with same. The
obligations of Tenant under this Paragraph 18(f) are in addition to the
obligations set forth in Paragraph 19(c) and shall survive the termination of
this Lease.

19. ENVIRONMENTAL MATTERS.

      (a) Tenant's Covenant. Throughout the Term, Tenant covenants that it shall
not cause, permit or allow any Hazardous Materials to be placed, stored, dumped,
dispensed, deposited, used, transported, located, generated or subject to a
Release on the Leased Property in violation of any Environmental Law. Tenant
shall not install or permit the installation of any underground storage tanks,
above ground storage tanks, surface impoundments or asbestos-containing
materials on the Leased Property, unless Landlord consents in writing prior to
the installation. With respect to any asbestos or any asbestos-containing
materials located on or within the Leased Property, Tenant will take reasonable
actions, including implementing an operation and maintenance plan as are
necessary to avoid exposing any Person to asbestos or asbestos-containing
materials.

      (b) Clean-Up. To the extent required by any applicable Environmental Laws,
Tenant shall (i) Remediate the Leased Property to comply with any and all
Environmental Laws regarding Hazardous Materials and Remediation thereof, and
(ii) pay for all Remediation costs at


                                       35
<PAGE>
no cost to Landlord; provided, in each case, such Hazardous Materials were
placed, used, transported, generated or subject to a Release prior to the end of
the Term and do not result from any act or omission after the date hereof of
Landlord (other than a failure to perform Remediation).

      (c) Indemnification. Tenant shall indemnify, release and hold harmless
Landlord, its successors, assigns, members, managers, officers, directors,
shareholders and employees, from and against all Liabilities (as defined below),
suffered by, incurred by or assessed against such parties, their agents or other
representatives, whether incurred as a result of legal action taken by any
Government Agency, taken by any private claimant, or taken by Landlord, before
or after the expiration of the Term as a result of the Release or Remediation of
any Hazardous Materials upon or under, on or off site, associated with,
generated on or flowing or originating from the Leased Property prior to the end
of the Term, provided such Liabilities do not arise as a result of any act or
omission of Landlord or any other indemnitee hereunder after the Commencement
Date (other than a failure to perform Remediation). The term "Liabilities" as
used in this Paragraph 19 is hereby defined as any and all liabilities,
expenses, demands, damages, punitive or exemplary damages, consequential
damages, costs, Remediation costs, losses, causes of action, claims for relief,
reasonable attorneys' fees, other professional fees, penalties, fines,
assessments and charges. Tenant shall have the right to control the defense or
settlement of any such claim (except that Tenant shall not be authorized to
settle criminal charges against Landlord without obtaining Landlord's, prior
written consent, in Landlord's sole and absolute discretion), and Tenant, at its
expense, shall contest, resist and defend any such claim, action or proceeding
asserted or instituted against Landlord or may compromise or otherwise dispose
of the same, with Landlord's prior written consent (which consent may not be
unreasonably withheld, delayed or conditioned, provided no such consent shall be
required if the compromise or settlement shall result in the complete release of
Landlord from the claim so compromised or settled). Landlord shall have the
right (but not the obligation), at its election and sole cost and expense, to
participate in the defense of any such claim, and Tenant shall have no
obligation to reimburse Landlord for any attorneys' fees incurred by Landlord in
connection with same. The provisions of this Paragraph 19 shall survive the
expiration or sooner termination of this Lease.

      (d) Notice. Tenant shall promptly deliver to Landlord a copy of any
written notice that Tenant receives to notify Landlord of any pending or
threatened claim concerning Environmental Laws and/or Hazardous Material and the
Leased Property. All such notices shall describe in reasonable detail Tenant's
response thereto. Tenant shall provide additional information relating to any of
the foregoing in such detail as may be reasonably requested by Landlord.

20. COSTS AND ATTORNEYS' FEES. If either party shall bring an action to recover
any sum due hereunder, or for any breach hereunder, and shall obtain a judgment
or decree in its favor, the court may award to the prevailing party in such
action its reasonable costs and reasonable attorneys' fees, specifically
including reasonable attorneys' fees incurred in connection with any appeals
(whether or not taxable or assessable as such by law). Landlord shall also be
entitled to recover Landlord's reasonable attorneys' fees and costs incurred in
any bankruptcy action filed by or against Tenant, including, without limitation,
those incurred in seeking relief from the automatic stay, in dealing with the
assumption or rejection of this Lease, in any adversary proceeding, and in the
preparation and filing of any proof of claim.


                                       36
<PAGE>
21. DEFAULT; REMEDIES.

      (a) Default. Upon the occurrence and during the continuance of any one or
more of the following events (each, an "Event of Default"), Landlord shall have
the right to exercise any rights or remedies available in this Lease, at law or
in equity. Events of Default shall consist of:

            (i) Tenant's failure to pay when due any regularly scheduled payment
      of Rent, or any other sum of money payable hereunder (whether as
      Additional Rent or otherwise) and such failure is not cured within five
      (5) days (or such earlier period as set forth in this Paragraph 21(a));
      provided, however, that no Event of Default shall be deemed to have
      occurred under this Paragraph 21(a)(i), if BLC Holdings cures such failure
      to pay, pursuant to the terms of the Agreement Regarding Leases, within
      such five (5) day period;

            (ii) Tenant's failure to pay when due any other payment of Rent, or
      any other sum of money payable hereunder (whether as Additional Rent or
      otherwise) and such failure is not cured within five (5) days after
      receipt of Notice thereof from Landlord; provided, however, that no Event
      of Default shall be deemed to have occurred under this Paragraph
      21(a)(ii), if BLC Holdings cures such failure to pay, pursuant to the
      terms of the Agreement Regarding Leases, within such five (5) day period;

            (iii) Tenant's failure to perform any other of the terms, covenants
      or conditions contained in this Lease if not remedied within thirty (30)
      days after receipt of Notice thereof, or, if such default cannot
      reasonably be remedied within such period, Tenant does not within thirty
      (30) days after Notice thereof commence such act or acts as shall be
      necessary to remedy the default and shall not thereafter diligently
      complete such act or acts within a reasonable time, provided, however, in
      no event shall such cure period extend beyond one hundred eighty (180)
      days after Notice thereof;

            (iv) if (w) Tenant, Lease Guarantor or Guarantor becomes bankrupt or
      insolvent, or files any debtor proceedings, or files pursuant to any
      statute a petition in bankruptcy or insolvency or for reorganization, or
      files a petition for the appointment of a receiver or trustee for all or
      substantially all of its assets, or (x) any of the foregoing are filed
      against Tenant, Lease Guarantor or Guarantor, and such petition or
      appointment shall not have been set aside within ninety (90) days after
      the date of such petition or appointment, or (y) Tenant, Lease Guarantor
      or Guarantor makes an assignment for the benefit of creditors or shall
      admit in writing its inability to pay its debts generally as they become
      due, or (z) Tenant's interest in this Lease is attached, levied upon,
      seized or made subject to any other judicial seizure and such seizure or
      attachment is not discharged within ninety (90) days;

            (v) if Tenant fails to provide insurance coverage (or allows such
      coverage to be canceled or lapse) pursuant to its obligation hereunder;

            (vi) if any of Tenant, Lease Guarantor or Guarantor is liquidated or
      dissolved, or begins proceedings toward such liquidation or dissolution,
      or, in any manner, permits the sale or divestiture of substantially all of
      its assets;


                                       37
<PAGE>
            (vii) if a default occurs under Paragraph 15;

            (viii)if there has been a final unappealable determination by the
      applicable Government Agency of the revocation or material limitation of
      any material license, permit, certification or approval required for the
      lawful operation of the Facility in accordance with its Intended Use or
      the loss or material limitation of any license, permit, certification or
      approval under any other circumstances pursuant to which Tenant is
      required to cease its operation of the Facility in accordance with its
      Intended Use at the time of such loss or limitation and such event has a
      material adverse effect on Tenant or Tenant's ability to operate the
      Leased Properties for their Intended Use;

            (ix) if Tenant voluntarily ceases for longer than thirty (30) days
      operation of the Leased Property for its Intended Use, except as a result
      of (A) a Casualty or (B) a partial or complete Condemnation;

            (x) Intentionally Omitted;

            (xi) Intentionally Omitted;

            (xii) Intentionally Omitted;

            (xiii)Tenant breaches any material representation or warranty made
      by Tenant in this Lease and the same has a material adverse affect on the
      financial condition of Tenant, the operations of the Property or the value
      of the Leased Property;

            (xiv) Intentionally Omitted;

            (xv) the issuance or entry against Lease Guarantor or Guarantor of
      any final, unappealable award or judgment (after any applicable appeal
      periods have expired) in an amount of Five Million Dollars ($5,000,000.00)
      or more, and such award or judgment shall continue unsatisfied and in
      effect for a period of ten (10) consecutive days without Tenant's
      demonstrating, to Landlord's reasonable satisfaction, that any insurance
      policy exists that would cover such award or judgment;

            (xvi) the final, unappealable termination or suspension by the
      applicable Governmental Agency or other Person of the right of the
      Facility to participate in and receive benefits under Third Party Payor
      Programs, or the final unappealable termination or suspension of the right
      of the Facility to admit residents who would be entitled to receive
      benefits pursuant to such Third Party Payor Programs, if in either case
      (i) the Facility participated in such Third Party Payor Program at the
      time of such termination or suspension, and (ii) the revenues received by
      or payable to such Facility from such Third Party Payor Programs equaled
      or exceeded 10% of the Facility's gross revenues in the immediately
      preceding Lease Year; or


                                       38
<PAGE>
            (xvii) [if an Event of Default (as defined in the Agreement
      Regarding Leases) occurs under the Agreement Regarding Leases.](5)

      Notwithstanding the foregoing, if any applicable Facility Mortgage
provides for a shorter cure or grace period, or does not require notice to be
given to trigger an event of default thereunder for the same obligation as
described above and provided such obligation is a concurrent obligation of
Tenant hereunder, then the provisions for notice (or lack thereof) and cure
under such Facility Mortgage shall supersede the notice and cure provisions set
forth above, it being acknowledged and agreed that all such payments and
obligations of Tenant hereunder shall be made and performed within such time
periods so as to comply with the terms of the Facility Mortgage.

      (b) Remedies. If any of the Events of Default hereinabove specified shall
occur and be continuing, Landlord shall have and may exercise any one or more of
the following rights and remedies:

            (i) Landlord may, by written Notice thereof to Tenant, terminate
      this Lease and, peaceably or pursuant to appropriate legal proceedings,
      re-enter, retake and resume possession of the Leased Property for
      Landlord's own account and recover immediately from Tenant any and all
      Rent and other sums and damages due or in existence at the time of such
      termination, including, without limitation: (A) all Rent and other sums,
      charges, payments, costs and expenses agreed and/or required to be paid by
      Tenant to Landlord hereunder; (B) all reasonable costs and expenses of
      Landlord in connection with the recovery of possession of the Leased
      Property, including reasonable attorneys' fees and court costs; and (C)
      all costs and expenses of Landlord in connection with any reletting or
      attempted reletting of the Leased Property or any part or parts thereof,
      including, without limitation, brokerage fees, reasonable attorneys' fees
      and the cost of any alterations or repairs which may be reasonably
      required to so relet the Leased Property, or any part or parts thereof; or

            (ii) Landlord may, pursuant to any prior notice required by law, and
      without terminating this Lease, peaceably or pursuant to appropriate legal
      proceedings, re-enter, retake and resume possession of the Leased Property
      for the account of Tenant, make such alterations of and repairs to the
      Leased Property as may be reasonably necessary in order to relet the same
      or any part or parts thereof and relet or attempt to relet the Leased
      Property or any part or parts thereof for such term or terms (which may be
      for a term or terms extending beyond the Term), at such rent and upon such
      other terms and provisions as Landlord, in its reasonable discretion, may
      deem advisable. In the event that Landlord retakes and resumes possession
      of the Leased Property, it shall use reasonable efforts to mitigate any
      damages it suffered by virtue of such Event of Default. Subject to the
      requirements of any Facility Mortgage, upon any such reletting, all rents
      received by Landlord from such reletting shall be applied: (A) first, to
      the payment of all costs and expenses of recovering possession of the
      Leased Property; (B) second, to the payment of any costs and expenses of
      such reletting, including brokerage fees, reasonable attorneys'


----------
(5) This provision will be included if the holder of the Existing Facility
Mortgage consents to the inclusion of a cross-default.


                                       39
<PAGE>
      fees and the cost of any alterations and repairs reasonably required for
      such reletting; (C) third, to the payment of any indebtedness, other than
      Rent, due hereunder from Tenant to Landlord, and to satisfy any Liens
      encumbering Tenant's leasehold interest; (D) fourth, to the payment of all
      Rent and other sums due and unpaid hereunder; and (E) fifth, the residue,
      if any, shall be held by Landlord and applied in payment of future Rent as
      the same may become due and payable hereunder. If the rents received from
      such reletting during any period shall be less than that required to be
      paid during that period by Tenant hereunder, then Tenant shall promptly
      pay any such deficiency to Landlord and failing the prompt payment thereof
      by Tenant to Landlord, Landlord shall immediately be entitled to institute
      legal proceedings for the recovery and collection of the same. Landlord
      shall, in addition, be immediately entitled to sue for and otherwise
      recover from Tenant any other damages (other than consequential damages)
      occasioned by or resulting from any abandonment of the Leased Property or
      other Event of Default under this Lease other than a monetary Event of
      Default. No such re-entry, retaking or resumption of possession of the
      Leased Property by Landlord for the account of Tenant shall be construed
      as an election on the part of Landlord to terminate this Lease unless a
      Notice of such intention shall be given to Tenant or unless the
      termination of this Lease be decreed by a court of competent jurisdiction.
      Notwithstanding any such re-entry and reletting or attempted reletting of
      the Leased Property or any part or parts thereof for the account of Tenant
      without termination of this Lease, Landlord may at any time thereafter,
      upon Notice to Tenant, elect to terminate this Lease or pursue any other
      remedy available to Landlord for Tenant's previous and continuing Event of
      Default under this Lease; or

            (iii) Landlord may, without re-entering, retaking or resuming
      possession of the Leased Property, sue for all Rent and all other sums,
      charges, payments, costs and expenses due from Tenant to Landlord
      hereunder either: (A) as they become due under this Lease, taking into
      account that Tenant's right and option to pay the Rent hereunder on a
      monthly basis in any particular Lease Year is conditioned upon the absence
      of an Event of Default under this Lease; or (B) at Landlord's option,
      accelerate the maturity and due date of the whole or any part of the Rent
      for the entire then-remaining unexpired balance of the Initial Term or the
      applicable Renewal Term, as the case may be (reduced to its present value,
      applying an interest rate of eight and one-tenth percent (8.1%)) less the
      present value of the fair market rent for the same period, plus all other
      sums, charges, payments, costs and expenses required to be paid by Tenant
      to Landlord hereunder, including, without limitation, damages (other than
      consequential damages) for breach or default of Tenant's obligations
      hereunder in existence at the time of such acceleration, such that all
      sums due and payable under this Lease shall, following such acceleration,
      be treated as being, and in fact shall be, due and payable in advance as
      of the date of such acceleration. Landlord may then proceed to recover and
      collect all such unpaid Rent and other sums so sued for from Tenant by
      distress, levy, execution or otherwise. To the extent required by the laws
      of the Facility State, Landlord shall use reasonable efforts to mitigate
      damages suffered by Landlord.

      In addition to the remedies hereinabove specified and enumerated, Landlord
shall have and may exercise the right to invoke any other remedies allowed at
law or in equity as if the remedies of re-entry, unlawful detainer proceedings
and other remedies were not herein provided. Accordingly, the mention in this
Lease of any particular remedy shall not preclude


                                       40
<PAGE>
Landlord from having or exercising any other remedy at law or in equity. Nothing
herein contained shall be construed as precluding Landlord from having or
exercising such lawful remedies as may be and become necessary in order to
preserve Landlord's right or the interest of Landlord in the Leased Property and
in this Lease, even before the expiration of any notice periods provided for in
this Lease, if under the particular circumstances then existing the allowance of
such notice periods will prejudice or will endanger the rights and estate of
Landlord in this Lease and in the Leased Property.

22. LANDLORD'S DEFAULT; LANDLORD'S RIGHT TO DISPUTE.

      (a) Landlord Default. If Landlord shall default in the performance or
observance of any of its covenants or obligations set forth in this Lease and
such default shall continue for a period of thirty (30) days after Notice
thereof from Tenant to Landlord, or such additional period as may be reasonably
required to correct the same provided Landlord has commenced and is diligently
prosecuting a cure thereof, Tenant may declare the occurrence of a "Landlord
Default" by a second Notice to Landlord. Thereafter, Tenant may forthwith
attempt to cure the same and, subject to the provisions of Paragraph 22(b),
invoice Landlord for costs and expenses (including reasonable attorneys' fees
and court costs) incurred by Tenant in curing the same, together with interest
thereon at the Overdue Rate from the date that is five (5) days following the
date Landlord receives Tenant's invoice to the date of payment by Landlord.
Tenant shall have no right to terminate this Lease for any default by Landlord
hereunder and no right, for any such default, to offset or counterclaim against
any Rent or other charges due hereunder.

      (b) Landlord's Right to Dispute. If Landlord shall in good faith dispute
the occurrence of any Landlord Default, and Landlord, before the expiration of
the thirty (30) day cure period, shall give Notice thereof to Tenant, setting
forth, in reasonable detail, the basis therefor, Landlord shall have no
obligation with respect to such occurrence or event until a final adverse
determination thereof by a court of competent jurisdiction. Tenant and Landlord
shall in good faith attempt to resolve such dispute and if they fail to do so
within ten (10) days after Landlord's Notice, either may submit the matter for
resolution to a court of competent jurisdiction.

      (c) Tenant Right to Cure Facility Mortgage Default. Notwithstanding
anything to the contrary contained herein (including, without limitation in
Paragraph 22(b) above, if in connection with any Facility Mortgage, Landlord is
unable to obtain from the Facility Mortgagee a Subordination Agreement as
contemplated in Paragraph 35, then Tenant shall have the right, at its sole
election, but upon not less than two (2) Business Days prior written notice to
Landlord, to cure on behalf of Landlord any default by Landlord under the
Facility Mortgage, provided such default was not caused by Tenant and, provided,
further, that such default can be cured by the payment of money. If Tenant
elects to cure any such monetary default under a Facility Mortgage on behalf of
Landlord, then Tenant may off-set any payments made by Tenant under this
Paragraph against Rent payable by Tenant hereunder.

23. CONDEMNATION.

      (a) Complete Taking. If (i) the whole of the Leased Property shall be
taken by Condemnation or (ii) a Condemnation of less than the whole of the
Leased Property renders the


                                       41
<PAGE>
entire Leased Property Unsuitable for its Intended Use then this Lease shall
automatically terminate as of the Date of Taking, subject to the obligations of
Tenant to deliver to Landlord all Awards to which Landlord is entitled pursuant
to the terms of this Lease and to pay such other amounts as required by
Paragraph 23(c) hereof, which obligations shall survive the termination of this
Lease. Tenant and Landlord shall seek the Award for their interests in the
Leased Property as provided in Paragraph 23(c).

      (b) Partial Taking. If any part of the Leased Property shall be taken by
Condemnation, such that the remaining portion of the Leased Property may
continue to be used for its Intended Use, this Lease shall not terminate or be
terminated, and Tenant shall restore the remaining portion of the Leased
Property to the extent necessary to render it reasonably suitable for its
Intended Use and make all repairs to any Improvements or Related Personal
Property damaged by such taking to the extent necessary to constitute such
Improvements a complete architectural unit and otherwise in accordance with
Legal Requirements and Other Requirements.

      (c) Award. All Awards in any Condemnation, either permanent or temporary,
of all or any part of the Leased Property or any easement or any appurtenance
thereto, including severance and consequential damages and change in grade of
any street, shall, after any required repayment of any applicable Facility
Mortgage pursuant to the terms thereof, be the property of and paid to Landlord,
provided that the Award in connection with any partial taking shall be made
available by Landlord to pay or reimburse Tenant for the cost of restoration or
rebuilding. All or any portion of the Award that is to be made available to
Tenant for restoration or rebuilding in connection with any such partial taking
shall be held and disbursed by Escrow Agent in the manner and under the
conditions provided in Paragraph 17. Any surplus which may remain out of any
Award after any required repayment of any applicable Facility Mortgage and any
payment or reimbursement to Tenant of the cost of restoration or rebuilding
shall be retained by Landlord, and the Lease Basis shall be reduced by the
amount so retained. Notwithstanding the foregoing, any Award made for the
Tenant's leasehold interest in the Leased Property, the loss of Tenant's
business for the remainder of the Term and relocation expenses of Tenant shall
be paid to and be the property of Tenant; provided, that, in the event of a
Condemnation which causes this Lease to terminate as provided in this Paragraph
23, Tenant shall not be entitled to any portion of the Award unless Landlord
shall have previously received a portion of the Award at least equal to the
Minimum Option Purchase Price.

      (d) Notices. Each of Landlord and Tenant further covenants and agrees to
give the other immediate Notice of the actual or threatened commencement of any
Condemnation proceedings and to deliver to the other copies of any and all
papers served in connection with any such proceedings.

24. REPORTS AND STATEMENTS. Tenant shall furnish the following reports and
statements to Landlord during the Term; provided, however, that with respect to
the items listed in clauses (i) through (v) below, Tenant shall be required to
furnish same only if and to the extent such reports are required to be delivered
to any Facility Mortgagee pursuant to the loan documents relating to the
applicable Facility Mortgage, whereupon Tenant shall furnish such reports listed
in clauses (i) through (v) below simultaneously with the delivery of the same to
such Facility Mortgagee (except to the extent that (x) Tenant is legally
prohibited from delivering such information based


                                       42
<PAGE>
on the facility-resident relationship and/or the physician-resident privilege
under applicable laws or under any security, health, safety or confidentiality
requirements imposed by applicable law or regulations or (y) Tenant's ordinary
business practices and standard resident agreements, if any, require Tenant to
maintain the confidential nature of certain personal information relating to
individual residents living in the Facility, in which case, such protected
information shall be redacted from the material otherwise required to be
delivered hereunder):

            (i) copies of all licenses authorizing Tenant to operate the
      Facility for its Intended Use (together with any renewals or extensions
      thereof), accompanied by an Officer's Certificate certifying that copies
      of such licenses are accurate and complete in all material respects;

            (ii) true and complete copies of a report regarding the compliance
      of the Leased Property with all licenses, permits and authorizations
      necessary for the use thereof in accordance with its Intended Use;

            (iii) all Medicare and Medicaid certifications, together with
      provider agreements and all material correspondence relating thereto with
      respect to the Facility, if any (excluding, however, correspondence which
      may be subject to any attorney-client privilege);

            (iv) all reports or surveys, statements of deficiencies, plans of
      correction, and all material correspondence relating thereto, including,
      without limitation, all reports and material correspondence concerning
      compliance with or enforcement of licensure, Medicare/ Medicaid (if
      applicable), all accreditation requirements including physical environment
      and Life Safety Code survey reports (excluding, however, correspondence
      which may be subject to any attorney-client privilege);

            (v) such other confirmation as to the licensure and, if applicable,
      Medicare and Medicaid participation of Tenant as Landlord may reasonably
      request from time to time;

            (vi) as soon as available, and in any event within forty-five (45)
      days after the end of each calendar year and within thirty (30) days after
      the end of each calendar quarter with respect to the first three (3)
      quarters of each calendar year, unaudited financial statements prepared
      for such calendar year or calendar quarter, as the case may be, with
      respect to Tenant, including a balance sheet, operating statement,
      statement of cash flows and any interim adjustment ledger maintained by
      Tenant, if any, as of the end of such calendar year or calendar quarter,
      as applicable, each accompanied by an Officer's Certificate certifying
      that the information contained therein is true and correct in all material
      respects;

            (vii) within thirty (30) days after the end of each calendar month,
      an income statement for the Tenant, occupancy reports and a rent roll for
      the Facility (including the amounts paid by residents at the Facility);
      and


                                       43
<PAGE>
            (viii)any statements, reports and other information with respect to
      Tenant or the operation of the Leased Property required pursuant to any
      Facility Mortgage or otherwise reasonably requested by Landlord.

25. ADDITIONAL COVENANTS OF TENANT.

      (a) Indebtedness of Tenant. Tenant shall not create, incur, assume or
guarantee, or permit to exist, or become or remain liable directly or indirectly
upon, any indebtedness except the following:

            (i) indebtedness of Tenant to Landlord or to Manager under the
      Management Agreement;

            (ii) indebtedness of Tenant for current taxes, assessments,
      governmental charges of levies, to the extent that payment thereof shall
      not at the time be required to be made in accordance with the provisions
      of Paragraph 26;

            (iii) unsecured borrowings from any Related Party (other than
      Landlord or its Affiliates) which are by their terms expressly subordinate
      to the payment and performance of Tenant's obligations under this Lease;

            (iv) indebtedness for purchase money financing of goods and services
      in an amount not to exceed Two Hundred Fifty Thousand Dollars
      ($250,000.00), in the aggregate, incurred in the ordinary course of
      business, provided that any such indebtedness in excess of $250,000.00
      incurred in the ordinary course of business shall be subject to Landlord's
      consent, which shall not be unreasonably withheld, conditioned or delayed;
      or

            (v) unsecured trade payables incurred in the ordinary course of
      business.

      (b) Management of Leased Property; Joinder by Manager. Tenant shall not
enter into or permit to exist any management agreement with respect to the
Leased Property, or make any material modification of an approved management
agreement, unless the terms thereof have been previously approved in writing by
Landlord, which approval may be withheld in Landlord's reasonable discretion;
provided, however, that Landlord hereby approves the terms of the Management
Agreement. Notwithstanding the foregoing, and subject to the terms of any
Facility Mortgage, Tenant may replace the Manager with a Affiliate of Guarantor
without Landlord's consent, provided (i) Tenant provides Landlord with at least
ten (10) Business Days prior written notice of the proposed replacement, (ii)
the Management Agreement then in place does not change, but is assigned to any
such replacement Manager, (iii) the replacement Manager executes an assignment
and assumption agreement pursuant to which it agrees to be bound by all of the
terms and provisions of the Management Agreement, and Tenant promptly delivers
to Landlord copies thereof, (iv) the replacement Manager executes and delivers
to Landlord the documentation required by the last sentence of this Paragraph
25(b), and (v) the resulting management agreement is subject to the manager
termination provisions in Paragraph 28 of the Agreement Regarding Leases.
Subject to the rights of any Facility Mortgagee, all management fees, payments
in connection with any extension of credit and fees for services provided in
connection with the operation of the Leased Property, payable by Tenant to
Manager under the


                                       44
<PAGE>
Management Agreement are hereby subordinated to all of the obligations of Tenant
due under this Lease, and Manager's consent to such subordination is evidenced
by its joining into this Lease solely to acknowledge and agree to the
subordination and the other terms and conditions set forth in this Paragraph
25(b). Upon replacement of the Manager in accordance with the terms of this
Lease, Tenant shall, and shall cause the new Manager of the Leased Property to,
execute (x) a Manager's Consent and Subordination of Property Management
Agreement, in form and substance reasonably acceptable to Landlord and the new
Manager, which shall provide that any fee relating to the management or
operation of the Leased Property is and shall at all times remain subordinate to
the payments of Rent hereunder and that such replacement agreement shall be
subject to the termination provisions of Paragraph 28 of the Agreement Regarding
Leases, and (y) a Manager's Consent and Subordination of Property Management
Agreement, in form and substance reasonably acceptable to any applicable
Facility Mortgagee and the new Manager, which shall provide that any fee
relating to the management or operation of the Leased Property is and shall at
all times remain subordinate to the payments under the Facility Mortgage.

      (c) Landlord Lien. In additional to any statutory landlord's lien and in
order to secure payment of the Rent and all other sums payable hereunder by
Tenant, and to secure payment of any loss, cost or damage which Landlord may
suffer by reason of an Event of Default, Tenant hereby grants unto Landlord, to
the maximum extent permitted by Applicable Law, a security interest in and
express contractual lien upon Tenant's interest in all ledger sheets, files,
records, documents and instruments (including, without limitation, computer
programs, tapes and related electronic data processing) relating to the
operation of the Facility and all proceeds therefrom, subject to any Permitted
Encumbrances.

      (d) Capital Additions. Subject to the provisions of Paragraph 10(b) of the
Agreement Regarding Leases, during each Lease Year of the Term, Tenant shall
expend on Capital Additions made to the Facility an amount at least equal to the
Minimum Capital Additions Amount. As used herein, the term "Minimum Capital
Additions Amount" shall mean the product of (i) the number of units contained in
the Facility multiplied by (ii) Four Hundred Fifty Dollars ($450) during the
first Lease Year of the Term, as such amount shall be increased on the first day
of each succeeding Lease Year of the Term in proportion to increases in the
Consumer Index. The Minimum Capital Additions Amount may be adjusted from time
to time based on the requirements of any Facility Mortgagee, provided any such
provisions regarding the funding of capital replacement reserves under any
future Facility Mortgage shall be in compliance with the requirements of
Paragraph 54(b). In addition, Landlord and Tenant agree to review the Minimum
Capital Additions Amount periodically (but in no event less than annually), to
provide for the proper operation and maintenance of the Facility.

      (e) Capital Additions Reserve. Upon Landlord's written request or if
otherwise required by any Facility Mortgagee, Tenant shall establish a reserve
fund for the Minimum Capital Additions Amount (the "Capital Additions Reserve"),
which reserve fund shall be held in Landlord's name or in the name of the
Facility Mortgagee, if applicable, in an escrow account with a financial
institution designated by Landlord or by the Facility Mortgagee, if applicable.
If the Capital Additions Reserve is established, Tenant shall deposit therein
one-twelfth (1/12th) of the Minimum Capital Additions Amount each month. All
moneys deposited into the Capital Additions Reserve shall be maintained for the
payment of, or reimbursement to Tenant for,


                                       45
<PAGE>
Capital Additions Costs (other than with respect to Landlord Capital Additions).
Tenant shall convey, pledge and grant to Landlord or the Facility Mortgagee, as
applicable, a security interest in the Capital Additions Reserve in order to
secure Tenant's obligations to pay Rent and other charges under this Lease.
Tenant shall cooperate with Landlord and the Facility Mortgagee, if applicable,
in connection with perfecting any such security interest.

      (f) Operation of the Facility. Tenant shall operate the Facility in at
least as high a standard of operation as the Facility is currently operated as
of the date of this Lease.

26. PERMITTED CONTESTS. Tenant shall have the right to contest the amount or
validity of any Legal Requirement, Insurance Requirement, Lien, Imposition,
charge or other claim (collectively, "Claims") as to the Leased Property, by
appropriate legal proceedings, conducted in good faith and with due diligence,
provided that (i) the foregoing shall in no way be construed as relieving,
modifying or extending Tenant's obligation to pay any Claims as finally
determined; (ii) such contest shall not cause Landlord to be in default under
any Facility Mortgage; (iii) no part of the Leased Property nor any Rent
therefrom shall be in any immediate danger of sale, forfeiture, attachment or
loss; and (iv) Tenant shall indemnify and hold harmless Landlord from and
against any cost, claim, damage, penalty or reasonable expense, including
reasonable attorneys' fees, incurred by Landlord in connection therewith or as a
result thereof. Upon Landlord's request, Tenant shall either (x) provide a bond,
title indemnity, endorsement or other assurance reasonably satisfactory to
Landlord that all Claims which may be assessed against the Leased Property,
together with all interest and penalties thereon, will be paid, or (y) deposit
within the time otherwise required for payment with the Escrow Agent or another
financial institution reasonably acceptable to Landlord, as security for the
payment of such Claims, an amount sufficient to pay the same, together with
interest and penalties in connection therewith and all Claims which may be
assessed against or become a Claim on or with respect to the Leased Property, or
any part thereof, in connection with any such contest. Tenant shall furnish
Landlord with reasonable evidence of such deposit, title indemnity, endorsement
or other assurance within five (5) Business Days after request therefor.
Landlord agrees to join in such proceedings if required legally to prosecute
such contest (and shall cooperate with Tenant's reasonable requests in
connection therewith, at Tenant's sole cost and expense), provided that Landlord
shall not thereby be subjected to any liability therefor (including, without
limitation, for the payment of any costs or expenses in connection therewith).
Tenant shall be entitled to any refund of any Claims and such charges and
penalties or interest thereon which have been paid by Tenant or paid by Landlord
and for which Landlord has been fully reimbursed by Tenant. If Tenant shall fail
(A) to pay any Claims promptly after such Claim is finally determined (with no
further right of appeal), (B) to provide security therefor as provided in this
Paragraph 26, or (C) to prosecute any such contest diligently and in good faith,
Landlord may, upon reasonable Notice to Tenant, pay such charges, together with
interest and penalties due with respect thereto, and Tenant shall reimburse
Landlord therefor, upon demand.

27. NOTICES OF COMMENCEMENT OF CONSTRUCTION. If required by the laws of the
Facility State or in the event permitted by the laws of the Facility State and
Landlord so requests upon Tenant giving Notice to Landlord of its intended
construction, and if Tenant reasonably contemplates construction of any work on
the Leased Property will cost, in the aggregate, Two Hundred Fifty Thousand
Dollars ($250,000.00) or more for such project, prior to commencement by Tenant
of any work on the Leased Property which shall have been previously permitted by


                                       46
<PAGE>
Landlord as provided in this Lease, Tenant shall record or file a notice of the
commencement of such work (the "Notice of Commencement") in the land records of
the county in which the Leased Property is located, identifying Tenant as the
party for whom such work is being performed, stating such other matters as may
be required by applicable law and requiring the service of copies of all
notices, liens or claims of lien upon Landlord. Any such Notice of Commencement
shall clearly reflect that the interest of Tenant in the Leased Property is that
of a leasehold estate and shall also clearly reflect that the interest of
Landlord, as the fee simple owner of the Leased Property [ground leasehold owner
[PONCE DE LEON]], shall not be subject to mechanics or materialmen's liens on
account of the work which is the subject of such Notice of Commencement. A copy
of any such Notice of Commencement shall be furnished to and approved by
Landlord (in Landlord's reasonable discretion) and its attorneys prior to the
recording or filing thereof, as aforesaid.

28. LIMITATION ON LIABILITY OF LANDLORD AND TENANT. If Tenant is awarded a money
judgment against Landlord, except, with respect to Paragraph 5 and Paragraph 35
of the Agreement Regarding Leases (to the extent to which Provident has agreed
to be bound thereby pursuant to the express terms of the Agreement Regarding
Leases), then Tenant's sole recourse for satisfaction of such judgment shall be
limited to execution against the Leased Property. In no event shall any trustee,
stockholder, shareholder, member, manager, partner, employee, officer or
beneficiary of Landlord be personally liable for the obligations of Landlord
hereunder. Except to the extent provided in any Parent guaranty or indemnity, in
no event shall any trustee, shareholder, member, guarantor, partner, employee,
officer or beneficiary of Tenant or any Affiliate of Tenant be personally liable
for any of the obligations of Tenant hereunder.

29. "NET" LEASE/NO IMPAIRMENT.

      (a) "Net" Lease. Landlord and Tenant acknowledge and agree that this Lease
shall be and constitute what is generally referred to as a "triple net" or
"absolute net" lease, such that Tenant shall be obligated hereunder to pay all
costs and expenses howsoever incurred with respect to, and associated with, the
Leased Property and the Facility, including, without limitation, all
Impositions, utility charges, insurance costs, maintenance costs, replacement
costs and repair and restoration expenses (all as more particularly herein
provided).

      (b) No Affect or Impairment. The obligations of Tenant hereunder shall not
be affected or impaired by reason of (a) any damage to, or destruction of, the
Leased Property or any portion thereof, from whatever cause, or any Condemnation
of the Leased Property or any portion thereof (except as otherwise expressly and
specifically provided in Paragraph 17 or Paragraph 23), (b) the interruption or
discontinuation of any service or utility servicing the Leased Property, (c) the
lawful or unlawful prohibition of, or restriction upon, Tenant's use of the
Leased Property, or any portion thereof, due to the interference with such use
by any Person or eviction by paramount title, except as provided in Paragraph
33, (d) except as provided in Paragraph 22, any claim that Tenant has or might
have against Landlord on account of any breach of warranty or default by
Landlord under this Lease or any other agreement by which Landlord is bound, (e)
any bankruptcy, insolvency, reorganization, composition, readjustment,
liquidation, dissolution, winding up or other proceedings affecting Landlord or
any assignee or transferee of Landlord, (f) the revocation, suspension or
non-renewal of any license, permit, approval or other authorization necessary
for the use of the Facility for its Intended Use, or (g)


                                       47
<PAGE>
for any other cause whether similar or dissimilar to any of the foregoing other
than a discharge of Tenant from any such obligations as a matter of law. Tenant
hereby specifically waives all rights, arising from any occurrence whatsoever,
which may now or hereafter be conferred upon it by law (i) to modify, surrender
or terminate this Lease or quit or surrender the Leased Property or any portion
thereof, or (ii) that would entitle Tenant to any abatement, reduction,
suspension or deferment of the Rent or other sums payable by Tenant hereunder.
The obligations of Landlord and Tenant hereunder shall be separate and
independent covenants and agreements and the Rent and all other sums payable by
Tenant hereunder shall continue to be payable in all events unless otherwise
expressly provided herein.

30. REPRESENTATIONS AND WARRANTIES.

      (a) Representations of Tenant. To induce Landlord to enter into this
Lease, Tenant represents and warrants to Landlord as follows:

            (i) Status and Authority of Tenant. Tenant is a limited liability
      company duly organized, validly existing and in good standing under the
      laws of the State of Delaware. Tenant has all requisite power and
      authority to enter into and perform its obligations under this Lease and
      to consummate the transactions contemplated hereby, including such
      licensing as may be required for Tenant to lease and operate the Leased
      Property for the Intended Use. Tenant has duly qualified to transact
      business in each jurisdiction in which the nature of the business
      conducted by it requires such qualification.

            (ii) Action of Tenant. Tenant has taken all necessary action to
      authorize the execution, delivery and performance of this Lease, and this
      Lease constitutes the valid and binding obligation and agreement of
      Tenant, enforceable against Tenant in accordance with its terms, except as
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws of general application affecting the rights and
      remedies of creditors.

            (iii) No Violations of Agreements. To the best of Tenant's
      knowledge, except as permitted or contemplated by this Lease, the Facility
      Mortgage or the Bond Documents, neither the execution, delivery or
      performance of this Lease by Tenant, nor compliance with the terms and
      provisions hereof, will result in any breach of the terms, conditions or
      provisions of, or conflict with or constitute a default under, or result
      in any breach of the terms, conditions or provisions of, or conflict with
      or constitute a default under, or result in the creation of any lien,
      charge or encumbrance upon the Leased Property pursuant to the terms of
      any indenture, mortgage, deed of trust, note, evidence of indebtedness or
      any other material agreement or instrument by which Tenant is bound.

            (iv) Litigation. Tenant has received no written notice, and, to
      Tenant's knowledge, no action or proceeding is pending or threatened,
      which questions the validity of this Lease.

      (b) Representations of Landlord. To induce Tenant to enter into this
Lease, Landlord represents and warrants to Tenant as follows:


                                       48
<PAGE>
            (i) Status and Authority of Landlord. Landlord is a duly organized,
      validly existing limited liability company and in good standing under the
      laws of the State of Delaware, and has all requisite power and authority
      under the laws of such state to enter into and perform its obligations
      under this Lease and, to consummate the transactions contemplated hereby.
      Landlord has duly qualified and is in good standing in each jurisdiction
      in which the nature of the business conducted by it required such
      qualification.

            (ii) Action of Landlord. Landlord has taken all necessary action to
      authorize the execution, delivery and performance of this Lease, and, upon
      the execution and delivery of this Lease by Landlord, this Lease shall
      constitute the valid and binding obligation and agreement of Landlord,
      enforceable against Landlord in accordance with its terms, except as
      enforceability may be limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws of general application affecting the rights and
      remedies of creditors.

            (iii) No Violations of Agreements. Neither the execution, delivery
      or performance of this Lease by Landlord, nor compliance with the terms
      and provisions hereof, will result in any breach of the terms, conditions
      or provisions of, or conflict with or constitute a default under, or
      result in any creation of any lien, charge or encumbrance upon any of the
      property or assets of Landlord pursuant to the terms of any indenture,
      mortgage, deed of trust, note, evidence of indebtedness or any other
      material agreement or instrument by which Landlord is bound.

            (iv) Litigation. No investigation, action or proceeding is pending
      and, to Landlord's knowledge, no action or proceeding is threatened which
      questions the validity of this Lease or any action taken or to be taken
      pursuant hereto.

31. NOTICES. All notices, approvals, requests, consents and other communications
("Notices") given pursuant to this Lease shall be in writing and shall be deemed
to have been duly given (i) when actually received if either (A) hand delivered
or (B) sent by facsimile transmission, with evidence of receipt; (ii) two (2)
days after the same was deposited in a regularly maintained receptacle for the
deposit of United States mail, sent by registered or certified mail, postage and
charges prepaid; or (iii) on the next Business Day if sent via a national
overnight delivery service, addressed, in each case, as follows or at such other
address as either party may specify from time to time at least five (5) days
prior Notice to the other party of the changed address:

      If to Tenant:           BLC-________________, LLC
                              c/o Brookdale Living Communities, Inc.
                              330 North Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  R. Stanley Young
                              Telephone:  (312) 977-3720
                              Facsimile: (312) 977-3699


                                       49
<PAGE>
      with a copy to:         Brookdale Living Communities, Inc.
                              330 N. Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  General Counsel
                              Telephone: (312) 977-3760
                              Facsimile: (312) 977-3769

      and to:                 Douglas E. Wambach
                              Burke, Warren, MacKay & Serritella, P.C.
                              330 North Wabash Avenue, 22nd Floor
                              Chicago, Illinois 60611
                              Telephone: (312) 840-7019
                              Facsimile: (312) 840-7900

      If to Lease Guarantor:  Brookdale Provident Properties, LLC
                              c/o Brookdale Living Communities, Inc.
                              330 North Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  R. Stanley Young
                              Telephone:  (312) 977-3720
                              Facsimile:  (312) 977-3699

      with a copy to:         Brookdale Living Communities, Inc.
                              330 N. Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  General Counsel
                              Telephone:  (312) 977-3760
                              Facsimile:  (312) 977-3769

      and to:                 Douglas E. Wambach
                              Burke, Warren, MacKay & Serritella, P.C.
                              330 North Wabash Avenue, 22nd Floor
                              Chicago, Illinois 60611
                              Telephone: (312) 840-7019
                              Facsimile: (312) 840-7900

      If to Landlord:         PSLT-BLC ____________, LLC
                              c/o Fortress Investment Group
                              1251 Avenue of the Americas
                              16th Floor
                              New York, NY 10020
                              Attention:  Darryl Copeland, Jr.
                              Telephone:  (212) 798-6064
                              Facsimile:  (___) ___-____


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<PAGE>
      with a copy to:         Sidley Austin Brown & Wood LLP
                              787 Seventh Avenue
                              New York, New York 10019
                              Attention:  Robert L. Golub, Esq.
                              Telephone:  (212) 839-5326
                              Facsimile:  (212) 839-5599

32. NO WAIVER. No course of dealing between Landlord and Tenant, or any delay or
omission of Landlord or Tenant to insist upon a strict performance of any term
or condition of this Lease shall be deemed a waiver of any right or remedy that
such party may have, and shall not be deemed a waiver of any subsequent breach
of such term or condition.

33. QUIET ENJOYMENT. Landlord covenants that Tenant, upon paying the Rent and
observing and keeping the covenants, agreements and stipulations of this Lease
on its part to be kept, shall lawfully, peaceably and quietly hold, occupy and
enjoy the Leased Property during the Term without hindrance, ejection or
molestation. Landlord covenants and warrants that it is lawfully seized of the
Leased Property and has good, right and lawful authority to enter into this
Lease for the full term aforesaid, that the Leased Property is free and clear of
all encumbrances that would prevent Landlord from having such right and
authority and that Landlord will put Tenant in actual possession of the Leased
Property on the Commencement Date.

34. INTENTIONALLY DELETED.

35. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. If Landlord places any
Facility Mortgage (other than an Existing Facility Mortgage) on the Leased
Property (regardless of whether such Facility Mortgage is a Brookdale Requested
Refinancing), Tenant agrees to enter into, execute and deliver promptly to the
Facility Mortgagee a subordination, non-disturbance and attornment agreement
substantially similar to the form attached hereto as Exhibit C or such other
form as shall be reasonably acceptable to Landlord, Tenant and the applicable
prospective Facility Mortgagee (the "Subordination Agreement") with any such
Facility Mortgagee, which shall provide, among other things, that if the
Facility Mortgagee or any other Person acquires title to the Leased Premises, so
long as Tenant is not in default (beyond the expiration of any applicable notice
and/or grace period) under this Lease, Tenant's possession and occupancy of the
Leased Premises shall not be disturbed, and which Subordination Agreement shall
acknowledge that (subject to the foregoing) this Lease, Tenant's interest
hereunder and Tenant's leasehold interest in and to the Leased Property are
junior, inferior, subordinate and subject in right, title, interest, lien,
encumbrance, priority and all other respects to the lien of the applicable
Facility Mortgage. If, within fifteen (15) days following Tenant's receipt of a
written request by Landlord or the holder or proposed holder of any such
Facility Mortgage, Tenant shall fail or refuse or shall have not executed any
such Subordination Agreement, Tenant shall be in breach and default of its
obligation to do so and of this Lease and Landlord shall be entitled thereupon
to exercise any and all remedies available to Landlord pursuant to this Lease or
otherwise provided by law.

36. BROKERS. Each of Landlord and Tenant represent and warrant to the other that
neither of them has engaged or contracted with any person, firm or entity to
serve or act as a broker, agent or finder for the purpose of leasing the Leased
Property, and that no broker's or real estate or


                                       51
<PAGE>
other similar commissions or fees are or shall be due in respect of the
transaction contemplated by this Lease. Each of Landlord and Tenant shall
indemnify, defend and save harmless the other from and against any cost and
expense, including reasonable attorney's fees, incurred by the other as a result
of the untruth of any of the foregoing representations made by it. The terms of
the Paragraph 36 shall survive the termination or expiration of this Lease.

37. INVALIDITY. If any provision of this Lease shall be declared invalid or
unenforceable, the remainder of this Lease shall continue in full force and
effect.

38. COUNTERPARTS. This Lease may be executed in two (2) or more counterparts,
which taken together shall be deemed one (1) original.

39. MEMORANDUM OF LEASE. The parties hereto agree not to record this Lease. The
parties agree to execute and to record in the appropriate local registry, at
Tenant's sole cost and expense, a Memorandum of Lease in the form attached
hereto as Exhibit B.

40. CUMULATIVE. All rights and remedies of Landlord and Tenant herein shall be
cumulative and none shall be exclusive of any other or of any rights and
remedies allowed by law.

41. GOVERNING LAW. Except as to matters regarding the internal affairs of
Landlord and issues of or limitations on any personal liability of the members
or managers of Landlord for obligations of Landlord, as to which the laws of the
State of Delaware shall govern, this Lease shall be interpreted, construed,
applied and enforced in accordance with the laws of the Facility State.

42. SUCCESSORS AND ASSIGNS; RELATIONSHIP. The covenants, terms, conditions,
provisions, and undertakings in this Lease shall extend to and be binding upon
the permitted successors, and assigns of the respective parties hereto, and
shall be construed as covenants running with the land. This Lease creates and
evidences a lease between Landlord and Tenant, and not a partnership, joint
venture, or other type of ownership, inconsistent with a lease, and neither
Landlord nor Tenant shall make any representation to the contrary.

43. ENTIRE AGREEMENT. Except for the terms and conditions of the Agreement
Regarding Leases, this Lease and any exhibits attached hereto, contains the
entire agreement and understanding between the parties with respect to the
subject matter hereof. There are no oral understandings, terms, or conditions,
and neither party has relied upon any representation, express or implied, with
respect to the subject matter hereof not contained in this Lease or the
Agreement Regarding Leases. All prior understandings, terms, or conditions with
respect to the subject matter hereof are deemed merged in this Lease. This Lease
cannot be changed or supplemented orally, but may be modified or amended only by
a written instrument executed by the parties. Any disputes regarding the
interpretation of any portion of this Lease shall not be presumptively construed
against the drafting party.

44. SURVIVAL. Tenant's indemnity obligations herein, including, without
limitation, those set forth in Paragraph 18(f) and Paragraph 19(c) shall survive
termination of this Lease.

45. ESTOPPEL CERTIFICATES. Each of Landlord and Tenant shall from time to time,
within fifteen (15) Business Days after request by the other and without charge,
give to any person, firm


                                       52
<PAGE>
or corporation specified by the requesting party an estoppel certificate
containing such matters with respect to this Lease as may be reasonably
requested. If the estoppel certificate is not returned within such fifteen (15)
Business Day period, such party shall be deemed to have consented to the
information contained therein as if it had executed such Estoppel Certificate
and returned it to the requesting party.

46. TIME. Time is of the essence in every particular of this Lease, including,
without limitation, obligations for the payment of money.

47. CAPTIONS AND HEADINGS. The captions and headings in this Lease have been
inserted herein only as a matter of convenience and for reference and in no way
define, limit or describe the scope or intent of, or otherwise affect, the
provisions of this Lease.

48. WAIVER OF JURY TRIAL. TO THE EXTENT ALLOWED BY APPLICABLE LAW, TENANT AND
LANDLORD HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER
OF THEM OR THEIR HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS OR ASSIGNS MAY HAVE
TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS LEASE OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A
MATERIAL INDUCEMENT TO LANDLORD'S ACCEPTING THIS LEASE.

49. SIGNAGE. Tenant shall have the right to install signs containing Tenant's
trade name and such other identification signs on the Leased Property as are
permitted by applicable Legal Requirements. Tenant shall obtain all governmental
permits, licenses and approvals necessary to erect such signs, and shall
maintain such signs in good condition and repair, ordinary wear and tear
excepted (subject to Tenant's obligations under clauses (ii) and (iii) of
Paragraph 8(a)). Tenant shall not remove any identification signs without first
obtaining Landlord's written consent, which shall not be unreasonably withheld
or delayed.

50. LEASE GUARANTY. At the time of Tenant's execution of this Lease, Tenant
shall obtain the execution of the guaranty agreement in the form of Exhibit D
attached hereto (the "Lease Guaranty") by Lease Guarantor.

51. INTENTIONALLY OMITTED.

52. PUBLIC OFFERING INFORMATION; DELIVERY OF INFORMATION. Tenant specifically
agrees that Landlord (or Landlord's direct or indirect Parent) may include
financial information and information concerning Tenant, Lease Guarantor,
Guarantor and the operation of the Leased Premises that does not violate the
confidentiality of the facility-resident relationship and the physician-resident
privilege under applicable laws, in offering memoranda or prospectuses, or
similar publications in connection with syndications, private placements or
public offerings of Landlord's (or Landlord's direct or indirect Parent's)
securities or interests, and any other reporting requirements under applicable
federal and state laws, including those of any successor to Landlord (or
Landlord's direct or indirect Parent. Tenant agrees to provide such other


                                       53
<PAGE>
reasonable information necessary with respect to Tenant, the Facility and the
Leased Property to facilitate a private placement or a public offering or to
satisfy the SEC or regulatory disclosure requirements. Tenant agrees to cause,
at Landlord's sole cost and expense, Tenant's independent accountants to consent
to the inclusion of their audit report issued with respect to such financial
statements in any registration statement or other filing under federal and state
laws and to provide the underwriters participating in any offering of securities
or interests of Landlord (or Landlord's direct or indirect Parent) with a
standard accountant's "comfort" letter with regard to the financial information
of Tenant or the Leased Property included or incorporated by reference into any
prospectus or other offering document. Tenant also agrees to make available to
any underwriter participating in an offering of Landlord's (or Landlord's direct
or indirect Parent's) securities or interests, and any attorney, accountant or
other agent or representative retained by an underwriter (an "Inspector"), all
financial and other records and pertinent corporate documents of Tenant as shall
be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause Tenant's directors, officers and employees to supply
all information requested by any such Inspector in connection with such
offering. Prior to any submission or circulation of any such offering memoranda,
prospectuses or similar publications, Landlord shall provide to Tenant copies
such documents for the purpose of reviewing same. Upon request of Landlord,
Tenant shall notify Landlord of any necessary corrections to information
Landlord proposes to publish within a reasonable period of time (not to exceed
three (3) Business Days) after being informed thereof by Landlord.

53. APPRAISAL PROCEDURE. If it becomes necessary to determine the Fair Market
Lease Rate or the Fair Market Value of the Facility for any purpose of this
Lease and the parties cannot agree thereon, such calculation shall be determined
upon the written demand of either party in accordance with the following
procedure:

            (i) The party requesting an appraisal, by Notice given within thirty
      (30) days after the date of the event that requires or permits such
      procedure, shall propose and unilaterally approve an appraiser licensed to
      perform MAI appraisals and experienced in the valuation of assisted
      living, independent living or skilled nursing facilities (a "Qualified
      Appraiser"). The other party, by Notice given within fifteen (15) days
      after receipt of such Notice appointing the first Qualified Appraiser, may
      appoint a second Qualified Appraiser. If the other party fails to appoint
      the second Qualified Appraiser within such fifteen (15) day period, such
      party shall have waived its right to appoint a Qualified Appraiser, and
      the first Qualified Appraiser shall make the sole determination of the
      Fair Market Lease Rate or the Fair Market Value.

            (ii) The selected Qualified Appraiser or Appraisers shall thereupon
      determine the Fair Market Lease Rate or the Fair Market Value, as the case
      may be. Each such Qualified Appraiser shall, within thirty (30) days
      following its appointment, submit its appraisal of such fair market value
      or fair market lease rate to each of Landlord and Tenant in writing, and
      if the amounts set forth in such appraisals vary by five percent (5%) or
      less of the greater value, the Fair Market Lease Rate or the Fair Market
      Value, as applicable, shall be determined by calculating the average of
      the two determinations by the two appraisers.


                                       54
<PAGE>
            (iii) If the fair market lease rate or the fair market value, as
      applicable, set forth in the two appraisals vary by more than five percent
      (5%) of the greater of the two values, the two Qualified Appraisers shall
      select a third Qualified Appraiser within an additional fifteen (15) days
      following the submittal of the last appraisal. If the two appraisers are
      unable to agree upon the appointment of a third appraiser within such
      fifteen (15) day period, either party may, upon written notice to the
      other, request that such appointment be made by the then President (or
      equivalent officer) of the Chapter of the American Institute of Real
      Estate Appraisers in the Facility State, or his or her designee or, if
      there is no such organization or if such individual declines to make such
      appointment, by any state or Federal court of competent jurisdiction for
      the Facility State.

            (iv) Within twenty (20) days following its selection, the third
      appraiser shall review the two (2) appraisals and select the appraisal
      that it determines most clearly reflects the fair market lease rate or the
      fair market value. The selected fair market lease rate or fair market
      value shall then be the Fair Market Lease Rate or the Fair Market Value,
      as the case may be.

            (v) In connection with the appraisal process, Tenant shall provide
      the appraisers full access during normal business hours to examine the
      Facility, the books, records and files of Tenant and all agreements,
      leases and other operating agreements relating to the Facility. The costs
      of each party's appraisal shall be borne by the selecting party and the
      cost of the third appraisal shall be shared equally. Upon determining such
      value, the appraisers shall promptly notify Landlord and Tenant in writing
      of such determination. The determination of the Qualified Appraisers made
      in accordance with the foregoing provisions shall be final and binding
      upon the parties, such determination may be entered as an award in
      arbitration in a court of competent jurisdiction, and judgment thereon may
      be entered.

54. FACILITY MORTGAGES.

      (a) Cooperation in Obtaining Replacement Facility Mortgages. Tenant agrees
to reasonably cooperate with Landlord to assist Landlord in obtaining a Facility
Mortgage with respect to Landlord's fee interest in the Leased Property
[leasehold interest: Ponce de Leone]. Subject to the execution of a reasonably
satisfactory confidentiality agreement, and provided there is no violation of
(i) any security, health, safety, or confidentiality requirements of any
Governmental Agency or imposed by applicable law or regulations and/or (ii)
Tenant's ordinary business practices and standard resident agreements, if any
requiring Tenant to maintain the confidential nature of certain personal
information relating to individual residents living in the Facility, Tenant
agrees to provide such information as is reasonably requested by Landlord or any
proposed Facility Mortgagee with respect to Tenant, Guarantor, the Facility or
the operation of the Leased Property to facilitate in obtaining such Facility
Mortgage. Tenant agrees to allow prospective Facility Mortgagees and their
contractors and agents access to the property in connection with their due
diligence and underwriting.

      (b) Compliance With Facility Mortgages. Tenant agrees to operate the
Facility and to maintain the Facility and the Leased Property in a manner that
complies in all material respects with the terms of any Facility Mortgage,
provided the same do not conflict with the terms of this


                                       55
<PAGE>
Lease (subject to the penultimate sentence of this Paragraph 54(b)). Tenant
shall make all deliveries of information with respect to the Leased Property
available to Tenant and required under such Facility Mortgages and shall
otherwise comply with the operational requirements in such Facility Mortgages,
provided the same do not conflict with the terms of this Lease (subject to the
penultimate sentence of this Paragraph 54(b)), including, without limitation,
complying in all material respects with the insurance requirements (subject to
the proviso in the penultimate sentence of this Paragraph 54(b)) and the
financial reporting requirements. Tenant shall not have any right to approve the
terms of any Facility Mortgage, and Landlord may enter into any Facility
Mortgage as Landlord may determine in Landlord's sole and absolute discretion;
provided, however, that Landlord agrees that the business terms, provisions and
conditions contained in any Facility Mortgage (other than the Existing Facility
Mortgage) shall be commercially reasonable in the then current market at the
time that such Facility Mortgage is obtained and shall be reasonably consistent
with the then current standards for similar-type financing transactions
affecting similar types of properties (provided, however, that with respect to
assessing whether the insurance requirements under the proposed Facility
Mortgage satisfy the foregoing requirement, the standard set forth in Paragraph
18(a)(xiv) shall govern); provided, further, that in no event shall the terms of
any Facility Mortgage increase the Base Rent payable hereunder or alter the
payment schedule for Base Rent, and Tenant agrees that Tenant's obligation to
comply with the terms of any such Facility Mortgage shall not be deemed to be in
contravention or conflict with the terms of this Lease, even in cases where the
Facility Mortgage imposes obligations that are greater than the obligations of
Tenant under this Lease. Landlord shall deliver to Tenant drafts of all proposed
new Facility Mortgage loan documents at least fifteen (15) Business Days prior
to entering into same.

      (c) Escrow Reserve Accounts Under Facility Mortgages. For purposes of this
Lease, any funds on deposit in any escrow reserve account required under any
Facility Mortgage (other than any principal reserve funds) that were funded by
Tenant in accordance with Tenant's obligations under this Lease shall be deemed
to be the property of Tenant. If during the term, any Facility Mortgage is
refinanced and the terms of the Facility Mortgage Refinancing do not require
Landlord to establish escrows at the inception thereof, then any amounts then
held in escrow reserve accounts (other than principal reserve accounts) shall be
disbursed to Tenant, and any amounts then held in principal reserve accounts
shall be disbursed to Landlord. Subject to Section 16, at the expiration of the
Term, any funds on deposit in any escrow reserve account (other than any
principal reserve account) that were funded by Tenant in accordance with
Tenant's obligations under this Lease shall be promptly returned to Tenant.

55. ESCROWS HELD BY FACILITY MORTGAGEE. Tenant shall be responsible for funding
the real estate tax, capital improvement reserve account, deferred maintenance
reserve account and other property-related reserve accounts under any Facility
Mortgage to the extent that such reserves are used to fund any of Tenant's
obligations under this Lease; provided, however, that Tenant shall not in any
event be required to fund deposits into any principal repayment reserve account.
Subject to the terms of the existing Facility Mortgage, and provided no Event of
Default has occurred and is continuing, Landlord shall cooperate with Tenant to
make available to Tenant for use in accordance with the terms of the Facility
Mortgage amounts held in escrow by the Facility Mortgagee pursuant to the
Existing Facility Mortgage (or any replacement Facility Mortgagee therefor),
excluding amounts on deposit in debt service reserve funds and amounts held as
tenant security deposits, for the uses established therefor in accordance with
the terms of the Facility


                                       56
<PAGE>
Mortgage (i.e., payment of taxes or insurance premiums; capital expenditures)
and which are required to be performed by Tenant under this Lease. Tenant shall
cooperate with Landlord in requesting the disbursement of such amounts from the
Facility Mortgagee in accordance with the provisions of the Facility Mortgage,
and shall promptly furnish to Landlord such documents and other evidence
requested by the Facility Mortgagee in connection therewith.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       57
<PAGE>
      IN WITNESS WHEREOF, the parties have hereunto executed this Lease the day
and year first above written.

                                    LANDLORD:

                                    PSLT-BLC ___________________, LLC,
                                    a Delaware limited liability company


                                    By:_______________________________
                                       Name:
                                       Title:



                                    TENANT:

                                    BLC-__________________, LLC,
                                    a Delaware limited liability company



                                    By:_______________________________
                                       Name:
                                       Title:


                   [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
<PAGE>
Manager hereby joins into this Property Lease Agreement for the limited purposes
set forth in Paragraph 25(b):

MANAGER:

BROOKDALE PROVIDENT MANAGEMENT, LLC,
a Delaware limited liability company



By:_______________________________
   Name:
   Title:
<PAGE>
                                    EXHIBIT A

                                LEGAL DESCRIPTION
<PAGE>
                                    EXHIBIT B

                               MEMORANDUM OF LEASE

This instrument prepared by and
upon recordation return to:

__________________________
__________________________
__________________________
__________________________

--------------------------------------------------------------------------------

                               MEMORANDUM OF LEASE

      THIS MEMORANDUM OF LEASE (this "Memorandum") is made and entered into this
___ day of ___________, 2004 by and between PSLT-BLC ________________, LLC, a
Delaware limited liability company, with an address at c/o
____________________________ ("Landlord"), and BLC-______________, LLC a
Delaware limited liability company, with an address at c/o
___________________________________________________ ("Tenant").

                                WITNESSETH THAT:

      1. Landlord and Tenant entered into a Lease (the "Lease") effective as of
the _____ day of __________________, 2004, for premises located at
_____________________________, and more particularly described in Exhibit A
attached hereto (the "Premises").

      2. The term of the Lease commences as of ________________, 2004, the date
referred to therein as the Commencement Date, and shall terminate on
_____________, 2019. The Lease contains two (2) ten (10) year renewal terms. The
Lease may be terminated earlier pursuant to the terms of the Lease.

      3. This Memorandum shall apply with respect to Landlord, Tenant and each
of their respective successors and permitted assigns. This Memorandum is not
intended to modify the terms of the Lease and in the event of any ambiguity, the
Lease shall control.

      4. Any notices required hereunder shall be directed to the parties shown
on Exhibit B attached hereto and made a part hereof for all purposes.
<PAGE>
      EXECUTED by the undersigned under seal with the intent that this
instrument be an instrument under seal as of the day, month and year first above
written.

                                         LANDLORD:

                                         PSLT-BLC _________________, LLC
                                         a Delaware limited liability company


___________________________________      By:____________________________
Witness                                     Name:
                                            Title:

___________________________________      [SEAL]
Witness

                                         TENANT:

                                         BLC-__________________, LLC
                                         a Delaware limited liability company


___________________________________      By:____________________________
Witness                                     Name:
                                            Title:

___________________________________      [SEAL]
Witness

                     [Insert State Specific Acknowledgement]


                                      B-2
<PAGE>
                                    EXHIBIT A
                             TO MEMORANDUM OF LEASE

                        Legal Description of the Premises
<PAGE>
                                    EXHIBIT B

                             TO MEMORANDUM OF LEASE

                                     Notices

      If to Tenant:           BLC-________________, LLC
                              c/o Brookdale Living Communities, Inc.
                              330 North Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  R. Stanley Young
                              Telephone:  (312) 977-3720
                              Facsimile: (312) 977-3699

      with a copy to:         Brookdale Living Communities, Inc.
                              330 N. Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  General Counsel
                              Telephone: (312) 977-3760
                              Facsimile: (312) 977-3769

      and to:                 Douglas E. Wambach
                              Burke, Warren, MacKay & Serritella, P.C.
                              330 North Wabash Avenue, 22nd Floor
                              Chicago, Illinois 60611
                              Telephone: (312) 840-7019
                              Facsimile: (312) 840-7900

      If to Lease Guarantor:  Brookdale Provident Properties, LLC
                              c/o Brookdale Living Communities, Inc.
                              330 North Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  R. Stanley Young
                              Telephone:  (312) 977-3720
                              Facsimile:  (312) 977-3699

      with a copy to:         Brookdale Living Communities, Inc.
                              330 N. Wabash Avenue
                              Suite 1400
                              Chicago, Illinois 60611
                              Attention:  General Counsel
                              Telephone:  (312) 977-3760
                              Facsimile:  (312) 977-3769
<PAGE>
      and to:                 Douglas E. Wambach
                              Burke, Warren, MacKay & Serritella, P.C.
                              330 North Wabash Avenue, 22nd Floor
                              Chicago, Illinois 60611
                              Telephone: (312) 840-7019
                              Facsimile: (312) 840-7900

      If to Landlord:         PSLT-BLC ____________, LLC
                              c/o Fortress Investment Group
                              1251 Avenue of the Americas
                              16th Floor
                              New York, NY 10020
                              Attention:  Darryl Copeland Jr.
                              Telephone:  (212) 798-6064
                              Facsimile:  (___) ___-____

      with a copy to:         Sidley Austin Brown & Wood LLP
                              787 Seventh Avenue
                              New York, New York 10019
                              Attention:  Robert L. Golub, Esq.
                              Telephone:  (212) 839-5326
                              Facsimile:  (212) 839-5599


                                      B-2
<PAGE>
                                    EXHIBIT C

                             Subordination Agreement
                                 (See Attached)
<PAGE>
                                    EXHIBIT D

                                 LEASE GUARANTY

                                 [See Attached]
<PAGE>
                                   SCHEDULE 1

                           BASE FLOATING RATE INDEXES

Brookdale Living Communities, Inc.
Debt Listing as of March 31, 2004 (except as noted)
($ in 000's)




<TABLE>
<CAPTION>
                                  3/31/04                                                                        BASE FLOATING
        PROPERTY NAME             BALANCE                            LENDER                           INDEX        RATE INDEX
                                    1ST
<S>                               <C>          <C>                                                    <C>        <C>
Devonshire of Lisle                27,000 (1)  Tax exempt bonds - FHLMA Enhanced                       BMA           1.00%

Devonshire of Lisle                 6,000 (1)  Tax exempt bonds - FHLMA Enhanced                       BMA           1.00%

Heritage of Des Plaines            32,000 (1)  Tax exempt bonds - FHLMA Enhanced                       BMA           1.00%

Edina Park Plaza                       15,040  Tax exempt bonds - FHLMA Enhanced                       BMA           1.00%

Berkshire of Castleton                  4,793  LaSalle Bank                                           LIBOR          1.12%

Devonshire of Hoffman Estates      14,250 (1)  Taxable Bonds - LaSalle Bank Enhanced                  LIBOR          1.12%

                                                                                                      Prime          4.00%

Devonshire of Hoffman                   6,500  LaSalle Bank                                           LIBOR          1.12%
Estates (2)

                                                                                                      Prime          4.00%

The Willows                             5,658  Bank Leumi                                             LIBOR          1.12%
</TABLE>

NOTES

(1)   Excludes amounts on deposit in the principal fund.

(2)   Loan closed May 13, 2004.
<PAGE>
                                   SCHEDULE 2

                        ALLOCATED PORTIONS OF LEASE BASIS
                              (BROOKDALE PORTFOLIO)

<TABLE>
<CAPTION>
        PROPERTY NAME             LEASE BASIS ALLOCATION
                                     ($ IN THOUSANDS)
<S>                               <C>
Devonshire of Lisle                $65,724

Heritage of Des Plaines            $56,771

The Hallmark                       $88,962

The Gables at Brighton             $9,179

The Springs of East Mesa           $22,256

Edina Park Plaza                   $29,876

Hawthorn Lakes                     $35,559

Park Place                         $13,029

The Gables at Farmington           $33,258

The Classic at West Palm Beach     $30,304

Brendenwood                        $25,902

The Kenwood at LakeView            $25,437

The Atrium of San Jose             $53,376

Chatfield                          $20,634

Ponce de Leon                      $23,262

Woodside Terrace                   $63,662

River Bay Club                     $49,956

Berkshire of Castleton             $10,562

Devonshire of Hoffman Estates      $32,076

The Willows                        $9,466

Brookdale Place of San Marcos      $35,748

Total                              $735,000
</TABLE>