**GUARANTY
OF LEASE**
 
 **THIS
GUARANTY OF LEASE** (this
“ **Guaranty** ”) is
executed as of March 1, 2005 by **EMERITUS
CORPORATION** , a
Washington corporation (“ **Guarantor** ”), in
favor of **QR
LUBBOCK TEXAS PROPERTIES, L.P.,** a Texas
limited partnership (“ **Landlord** ”).
 
 **R
E C I T A L S**
 
 **A.**  Landlord
and  ESC IV,
LP, a Washington limited partnership (“ **Tenant** ”), have
entered into that certain Lease of even date herewith (the “ **Lease** ”) with
respect to a 56-bed alzheimer’s care facility located in Lubbock, Texas. All
initially-capitalized terms used herein and not otherwise defined herein shall
have the same meanings given such terms in the Lease.
 
 **B.**  Guarantor
acknowledges and agrees that this Guaranty is given in accordance with the
requirements of the Lease and that Landlord would not have been willing to enter
into the Lease unless Guarantor was willing to execute and deliver this
Guaranty.
 
 **AGREEMENTS**
 
 **NOW,
THEREFORE** , in
consideration of Landlord entering into the Lease with Tenant, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor agrees as follows:
 
 **1.**  **Guaranty** .
 
 Guarantor
hereby absolutely and unconditionally guarantees to Landlord the following
(collectively, the “ **Guaranteed
Obligations** ”):
 
 (a)  payment
in full by Tenant of all rent (including, without limitation, Minimum Rent and
Additional Rent) and other amounts due under the Lease in the manner and at the
time(including any applicable grace periods) prescribed in the Lease;
 
 (b)  the full,
complete and timely performance by Tenant when due or within any applicable cure
periods of all covenants, indemnities and other obligations under the Lease
including, without limitation, any indemnity or other obligations of Tenant
which survives the expiration or earlier termination of the Lease;
 
 (c)  the
accuracy and truthfulness in all material respects of all of the representations
and warranties made by Tenant under the Lease; and
 
 (d)  all
reasonable costs of collection or enforcement incurred by Landlord in exercising
any remedies provided for in the Lease at law or in equity with respect to the
matters set forth in clauses (a) through (c), inclusive, above.
  **1**
  
 **2.**  **Performance
by Guarantor** .
 
 If any of
the Guaranteed Obligations shall not be paid or performed when due or within any
applicable cure period as required by the Lease, then upon written demand by
Landlord, Guarantor shall pay, within ten (10) days of demand by Landlord, such
sums and perform such obligations as required by the Lease, without regard
to:
 
 (a)  any
defense, set-off, or counterclaim which Guarantor or Tenant may have or assert;
 
 (b)  whether
or not Landlord shall have instituted any suit, action or proceeding or
exhausted its remedies or taken any steps to enforce any rights against Tenant
or any other person to collect all or any part of such sums, either pursuant to
the provisions of the Lease or at law or in equity (it being understood that
this is a guaranty of payment and not collection, and Guarantor’s liability for
such payment shall be primary); or
 
 (c)  any other
condition or contingency.
 
 Guarantor
waives any right of exoneration and any right to require Landlord to make an
election of remedies. Guarantor covenants and agrees that it shall not knowingly
cause any default under the Lease. Guarantor’s performance or satisfaction of a
portion, but not all, of the Guaranteed Obligations shall in no way limit,
affect, modify or abridge Guarantor’s obligation for that portion of the
Guaranteed Obligations which is not performed, and Landlord shall have the right
to designate the manner in which any payments made by Tenant under the Lease or
by any Guarantor pursuant to this Guaranty are applied to the Guaranteed
Obligations. Without in any way limiting the generality of the foregoing, in the
event that Landlord receives payment for, or is awarded a judgment in any suit
brought to enforce any Guarantor’s covenant to perform, a portion of the
Guaranteed Obligations, such payment or judgment shall in no way be deemed to
release any Guarantor from its covenant to perform or satisfy any portion of the
Guaranteed Obligations which is not satisfied by such payment or collection of
such judgment.
 
 **3.**  **Guarantor’s
Representations and Warranties** .
 
 Guarantor
hereby represents and warrants unto Landlord that:
 
 (a)  this
Guaranty constitutes a legal, valid, and binding obligation of Guarantor and is
fully enforceable against Guarantor in accordance with its terms, subject to the
effect of bankruptcy, insolvency, reorganization, moratorium or other similar
laws of general application and of legal or equitable principles generally and
covenants of good faith and fair dealing;
 
 (b)  all of
the ownership interest in Tenant is directly or indirectly held by Guarantor;
and
  **2**
  
 
 (c)  this
Guaranty is duly authorized, executed and delivered by and binding upon
Guarantor.
 
 Any
material breach by any Guarantor of the representations and warranties set forth
herein shall be a default under this Guaranty.
 
 **4.**  **Waiver** .
 
 Guarantor
hereby knowingly, voluntarily and unequivocally waives:
 
 (a)  all
notice of acceptance hereof, protest, demand and dishonor, presentment and
demands of any kind now or hereafter provided for by any statute or rule of law;
 
 (b)  any and
all requirements that Landlord institute any action or proceeding, or exhaust
any or all of Landlord’s rights, remedies or recourse, against Tenant or anyone
else as a condition precedent to bringing an action against Guarantor under this
Guaranty, it being expressly agreed that the liability of Guarantor hereunder
shall be primary and not secondary;
 
 (c)  any
defense arising by reason of any disability, insolvency, bankruptcy, lack of
authority or power, death, insanity, minority, dissolution or any other defense
of Tenant, its successors and assigns, or any Guarantor (even though rendering
same void, unenforceable or otherwise uncollectible), it being agreed that
Guarantor shall remain liable hereon regardless of whether Tenant or any other
such person be found not liable thereon for any reason;
 
 (d)  the
benefits of any and all statutes, laws, rules or regulations applicable in the
State of Texas which may require the prior or concurrent joinder of any other
party to any action on this Guaranty or which may require the exhaustion of
remedies prior to a suit on this Guaranty, all as amended from time to
time;
 
 (e)  any claim
Guarantor might otherwise have against Landlord by virtue of Landlord’s
invocation of any right, remedy or recourse permitted it hereunder, under the
Lease or otherwise available at law or equity;
 
 (f)  any
failure, omission, delay or lack on the part of Landlord or Tenant to enforce,
assert or exercise any right, power or remedy conferred on Landlord or Tenant in
the Lease or this Guaranty or any action on the part of Landlord granting a
waiver, indulgence or extension to Tenant or Guarantor;
 
 (g)  the
voluntary or involuntary liquidation, dissolution, sale or other disposition of
all or substantially all the assets of Tenant, marshaling of assets or
liabilities, receiverships, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement,
  **3**
  composition
or readjustment of, or other similar proceeding affecting Tenant or any of its
assets, or the disaffirmance of the Lease in any such proceeding;
and
 
 (h)  any
release or other reduction of the Guaranteed Obligations arising as a result of
the expansion, release, substitution or replacement (whether or not in
accordance with terms of the Lease) of the Premises or any portion
thereof.
 
 This
Guaranty shall apply notwithstanding any extension or renewal of the Lease, or
any holdover following the expiration or termination of the Lease Term or any
renewal or extension of the Lease Term.
 
 **5.**  **Financial
Statements and Legal Proceedings** .
 
 Guarantor
represents and warrants that the annual financial statements heretofore given to
Landlord by or on behalf of Guarantor:
 
 (a)  are true
and correct in all material respects; and
 
 (b)  present
fairly and accurately the financial condition of such Guarantor through the
periods and as of the date set forth therein.
 
 **6.**  **Subsequent
Acts** .
 
 Without
notice to, consideration to, or the consent of, Guarantor:
 
 (a)  the
Lease, and Tenant’s rights and obligations thereunder, may be modified, amended,
renewed, assigned or sublet;
 
 (b)  any
additional parties who are or may become liable for the Guaranteed Obligations
may hereafter be released from their liability hereunder and thereon; and/or
 
 (c)  Landlord
may take, or delay in taking or refuse to take, any and all action with
reference to the Lease (regardless of whether same might vary the risk or alter
the rights, remedies or recourse of Guarantor), including specifically the
settlement or compromise of any amount allegedly due thereunder.
 
 No such
acts shall in any way release, diminish, or affect the absolute nature of
Guarantor’s obligations and liabilities hereunder. Guarantor’s obligations and
liabilities under this Guaranty are primary, absolute and unconditional under
any and all circumstances and until the Guaranteed Obligations are fully and
finally satisfied, such obligations and liabilities shall not be discharged or
released, in whole or in part, by any act or occurrence which might, but for
this Section
6 , be
deemed a legal or equitable discharge or release of Guarantor.
  **4**
  
 **7.**  **Successors
and Assigns** .
 
 This
Guaranty may be enforced as to any one or more breaches either separately or
cumulatively, shall inure to the benefit of Landlord (and its successors and
assigns) and shall be binding upon Guarantor (and its successors and assigns).
All references herein to “ **Landlord** ” shall
mean the above-named Landlord and any subsequent owner of Landlord’s interest in
the Lease. No transfer by Guarantor of its obligations hereunder shall operate
to release Guarantor from such obligations unless
such a release is specifically granted by Landlord in writing .
 
 **8.**  **Remedies
Cumulative** .
 
 All
rights, remedies and recourse afforded to Landlord by reason of this Guaranty,
or otherwise, are separate and cumulative and may be pursued separately,
successively or concurrently, as occasion therefor shall arise and are
non-exclusive and shall in no way limit or prejudice any other legal or
equitable right, remedy or recourse which Landlord may have.
 
 **9.**  **Subordination** .
 
 If for
any reason whatsoever Tenant now or hereafter becomes indebted to Guarantor or
any Affiliate of any Guarantor, such indebtedness and all interest thereon shall
at all times be subordinate in all respects to the Guaranteed Obligations.
During any time in which an Event of Default has occurred and is continuing
under the Lease (and provided that Guarantor has received written notice
thereof), Guarantor agrees to make no claim for such indebtedness that does not
recite that such claim is expressly subordinate to Landlord’s rights and
remedies under the Lease.
 
 **10.**  **Governing
Law** .
 
 This
Guaranty and all rights and duties of Guarantor and Landlord arising from this
Guaranty shall be governed by, construed and enforced in accordance with the
internal laws of the state of Texas.
 
 **11.**  **[** **Intentionally-Deleted** **]** .
 
 **12.**  **Severability** **.**
 
 If any
provision of this Guaranty or the application thereof to any person or
circumstance shall, for any reason and to any extent, be invalid or
unenforceable, neither the remainder of this Guaranty nor the application of
such provision to any other persons or circumstances shall be affected thereby,
but rather the same shall be enforced to the greatest extent permitted by
law.
  **5**
  **13.**  **Attorneys’
Fees** .
 
 In the
event any legal action or proceeding is commenced to interpret or enforce the
terms of, or obligations arising out of, this Guaranty, or to recover damages
for the breach thereof, the party prevailing in any such action or proceedings
shall be entitled to recover from the non-prevailing party all attorneys’ fees
and reasonable costs and expenses incurred by the prevailing party. As used
herein, “attorneys’ fees” shall mean the fees and expenses of counsel to the
parties hereto, which may include printing, photocopying, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals,
librarians and others not admitted to the bar but performing services under the
supervision of an attorney. The term “attorneys’ fees” shall also include,
without limitation, all such fees and expenses incurred with respect to appeals,
arbitrations and bankruptcy proceedings.
 
 **14.**  **Confirmation** .
 
 At any
time, and at the request of Landlord, Guarantor shall execute and deliver to
Landlord a certificate in form and substance reasonably acceptable to Guarantor
ratifying and confirming all of Guarantor’s obligations and liabilities under
this Guaranty.
 
 **15.**  **Benefit
to Guarantor** .
 
 Guarantor
acknowledges that it will benefit from the execution and continued existence of
the Lease, and Guarantor further acknowledges that Landlord will be relying upon
Guarantor’s guarantee, representations, warranties and covenants contained
herein.
 
 **16.**  **Notices** **.**
 
 All
notices, demands, certificates, requests, consents, approvals, and other similar
instruments under this Guaranty shall be made in writing and shall be sent by
personal delivery or by either (i) United States registered or certified mail,
return receipt requested, postage prepaid, or (ii) Federal Express or similar
generally recognized overnight carrier regularly providing proof of delivery,
addressed as follows:
 
 If to
Guarantor:   Emeritus
Corporation
 3131
Elliott Avenue, Suite 500
 Seattle,
Washington 98121
 Attention:
Raymond R. Brandstrom, CFO
 Fax No.:
(206) 301-4500
 
 with a
copy to:    The
Nathanson Group PLLC
 1520
Fourth Avenue, Sixth Floor
 Seattle,
Washington 98101
 Attn:
Randi S. Nathanson, Esq.
 Facsimile
No:  (206)
623-1738
  **6**
  
 
 
 If to
Landlord:    c/o
Nationwide Health Properties, Inc.
 610
Newport Center Drive, Suite 1150
 Newport
Beach, California 92660
 Attn:
President and General Counsel
 Facsimile
No:  (949)
759-6876
 
 with a
copy to:    Sherry
Meyerhoff Hanson & Crance LLP
 610
Newport Center Drive, Suite 1200
 Newport
Beach, California 92660
 Attn:
Kevin L. Sherry, Esq.
 Facsimile
No:  (949)
719-1212
 
 Any
notice so given by mail shall be deemed to have been given as of the date of
delivery (whether accepted or refused) established by U.S. Post Office return
receipt or the overnight carrier’s proof of delivery, as the case may be,
whether accepted or refused. Any such notice not so given shall be deemed given
upon actual receipt of the same by the party to whom the same is to be given.
Such addresses may be changed by notice to the other parties given in the same
manner as provided above. If any party is not an individual, notice may be made
to any officer, member or principal thereof. In the event Landlord notifies
Guarantor of the name and address of Landlord’s lender, Guarantor shall cause a
copy of all notices delivered to Landlord by Guarantor to be concurrently
therewith delivered to such lender.
 
 **17.**  **Incorporation
of Recitals** .
 
 The
Recitals set forth above are hereby incorporated by this reference and made a
part of this Guaranty. Guarantor hereby represents and warrants that the
Recitals are true and correct.
 
 **18.**  **Other
Facilities** .
 
 (a)  Guarantor
acknowledges that a fair return to Landlord on its investment in the Premises is
dependent, in part, upon the concentration by Tenant, Guarantor and their
respective Affiliates of the licensed alzheimer’s care business within the
geographical area in which the Premises is located upon Tenant’s business at the
Premises so as to maximize the gross revenues. Guarantor further acknowledges
that the diversion of residents and/or patient care activities from the Premises
to other facilities owned or operated by Guarantor, Tenant or their respective
Affiliates at any time during the Term will have a material adverse impact on
the value and utility of the Premises. Therefore, Guarantor agrees that during
the Term, and for a period of one (1) year thereafter, neither Tenant nor
Guarantor nor any Affiliate of Tenant or Guarantor shall, without the prior
written consent of Landlord, **(i)** operate,
own, participate in or otherwise receive revenues from any other business
providing services similar to those of the Business of the Facility within a ten
(10) mile radius of the Facility; provided ,
  **7**
  however , the
foregoing shall not be deemed or construed to apply to the facility known as
Elmbrook Estates and located at 5301 66 th Street,
Lubbock, Texas 79424, which Landlord acknowledges is currently owned, leased or
managed by Tenant or its Affiliate or to any facilities acquired by Tenant or
its Affiliates after the Effective Date (except during the last three (3) Leases
Years of the
Initial Term or any applicable Renewal Term unless
Tenant has elected to renew the Lease for the next applicable Renewal
Term) , whether
by acquisition, lease or management agreement, as part of a transaction or
series of related transactions involving three (3) or more facilities, provided
that, (A) less than fifty percent (50%) of the facilities involved in any such
transaction are located within the area protected by Section
7.3 of the
Lease and Section 7.3 of each of the Related Leases, and (B) without the prior
written consent of Landlord no such transactions may collectively have the
affect of allowing Tenant and/or its Affiliates to operate more than five (5)
facilities within the area protected by Section
7.3  of the
Lease and Section 7.3 of each of the Related Leases , or **(ii)**  except as
is necessary to provide residents or patients with an alternative level of care
or as is otherwise necessary as a result of an admissions ban or non payment of
stay or to ensure the health and welfare of other residents of the Facility, (A)
recommend or solicit the removal or transfer of any resident or patient from the
Facility to any other nursing, health care, senior housing or retirement housing
facility or (B) divert actual or potential residents or patients of the Business
conducted at the Facility to any other facilities owned or operated by Tenant or
its Affiliates or to facilities from which Tenant or its Affiliates receive any
type of referral fees or other compensation for transfers. In addition,
Guarantor hereby covenants and agrees that during the last
two (2) years of the Initial Term or any applicable Renewal Term (unless Tenant
has elected to renew the Lease for the next applicable Renewal Term) and for a
period of one (1) year after the
expiration or earlier termination of the Term ,
Guarantor shall not employ any management or supervisory personnel working at
the Facility for any other business without the consent of Landlord in its
reasonable discretion. Notwithstanding the foregoing, unless the Lease
terminates as a result of an Event of Default by Tenant, the prohibition of
employment during the one (1) year period after the expiration or earlier
termination of the Term shall not apply to unsolicited personnel who approach
Guarantor directly and request employment by Guarantor. The terms of this Section
18(a) shall
survive the termination or expiration of the Lease.
 
 (b)  Upon a
breach of any of the provisions of this Section
18 ,
Landlord shall be entitled to exercise any and all remedies available to it at
law, in equity or otherwise. In connection with any such exercise of remedies by
Landlord, Guarantor shall have the burden of proving that Landlord could have
reasonably mitigated its damages. Guarantor acknowledges that the provisions of
this Section
18 have
been freely negotiated, reasonably protect the legitimate business interests of
the parties hereto, are reasonable in scope and duration, are given as a
material inducement to cause Landlord to enter into the Lease and that any
violation of the provisions of Section
18 would
materially impair the consideration received by Landlord pursuant to the terms
of the Lease and this Guaranty and the value of the Premises.
 
   **8**
  
  
 
 **EXECUTED** as of
the date first set forth above.
 
 **GUARANTOR** :
 
 **EMERITUS
CORPORATION,**
 a
Washington corporation
 
 By:  /s/
William M. Shorten
 Its:  Director
of Real Estate Finance