Exhibit 10.83.5





	
Exhibit 10.83.5



MASTER AGREEMENT BETWEEN OWNERS AND DANIEL R. BATY

REGARDING SALE OF AL I ASSISTED LIVING PORTFOLIO







This Agreement dated as of this 30th day of September, 2004 is between Daniel R. Baty (Baty, or his permitted assigns, "Buyer") and the Sellers as listed on Schedule 1 hereto (collectively "Sellers" or "Owners"). Buyer desires to acquire the Facilities listed on Schedule 1 (collectively, the "Facilities"). Emeritus Corporation, a Washington corporation ("Emeritus"), Emeritus Management LLC, a Washington limited liability company, and Emeritus Management I LP, a Washington limited partnership (collectively with Emeritus, "Managers"), currently manage the Facilities for Sellers pursuant to the management agreement more particularly described on Exhibit A (the "Management Agreement"), and will continue to operate the facilities after the closing of the transaction contemplated under this Agreement. Contemporaneously with the execution and delivery of this Agreement, Buyer and Emeritus have entered into that certain purchase, sale, and assignment agreement of even date herewith pursuant to which Buyer has, among other things, assigned to Emeritus his interests in this Agreement. The purpose of this Agreement is to provide for certain agreements in connection with the sale of the Facilities.




In consideration of the mutual agreements herein, it is agreed:




1.    Purchase Price for Facilities. Buyer will purchase the Facilities from Sellers for an aggregate purchase price in the amount set forth on Exhibit B (collectively the "Purchase Price"), which amount is allocated among the Facilities, and between the real property and the personal property comprising each Facility, as more particularly set forth on Exhibit B (the "Purchase Price Allocation"). Buyer’s purchase of the Facilities is conditioned upon Closing of the sale of the Facilities to Buyer and the amounts secured by (a) the existing first lien mortgages held by GMAC on the Facilities and (b) the pledges of membership interests in Sellers held by Senior Housing Partners I, L.P. ("SHP") being paid in the amounts set forth on Exhibit B and satisfied from funds provided by Buyer and paid from the closing escrow (collectively the "Existing Secured Debt").




2.    Property Conveyed. At Closing, Sellers shall convey the Facilities as follows:




a.    Land and Improvements - the land and improvements owned by Sellers comprising each Facility shall be conveyed to Buyer by deed in the same general form as Sellers received title.




b.    Personal Property - the personal property owned by Seller at the Facility shall be conveyed without warranty or representation to Buyer by bill of sale, except the excluded personal property ("Excluded Personal Property") shall be conveyed to Emeritus in a manner consistent with applicable regulations as directed by Emeritus. The Excluded Personal Property means (i) licenses, permits, certificates, approvals and other tangible personal property of every kind and nature whatsoever owned by Seller as of the date hereof and related to the operation of the Facility, (ii) cash (on hand or in banks) and accounts, notes, interest and other receivables arising from the operation of the Facility prior to the date hereof, (iii) all inventories of every kind and nature whatsoever (specifically including, but not limited to, all pharmacy supplies, medical supplies, office supplies and foodstuffs) owned by Sellers as of the date hereof and relating to 


	 



--

50461355.03




	 	 	 
	





	
Exhibit 10.83.5




the Facility, (iv) all rights to the telephone numbers of the Facility and its sequential numbers, (v) medical records, administrative records, manuals, and other books and records relating directly to the operation of the Facility, (vi) leased equipment, and (vii) all other personal and intangible property at or used in connection with the Facilities and not conveyed to Buyer. Because Emeritus is assuming the payables and liabilities (as more particularly described in Section 3) in connection with the Facilities, it is agreed that the Excluded Personal Property has nominal value.




3.    Liabilities. Pursuant to Section 6.1 of the Management Agreement, Emeritus, except with respect to the gross negligence or willful misconduct of the Sellers, has indemnified Sellers (and the Indemnified Parties as described therein) against all damages, losses, liabilities, obligations, penalties, costs and expenses arising out of or resulting from (a) the management of the Facilities or any business conducted therein, (b) any act, fault, omission to act or misconduct by Managers, any affiliate of Managers, or any employee, agent, licensee, business invitee, guest, customer, contractor or submanager, (c) any accident, claim of malpractice, injury or damage whatsoever caused to any person, (d) any default or event of default under the Management Agreement, and (e) any loss, cost or expense resulting from the Contracts, Leases, Legal Requirements, Permits (all as defined in the Management Agreement) or operation of the Facilities or any business conducted therein, all as more particularly set forth in Section 6.1 of the Management Agreement. The indemnities set forth in Section 6.1 of the Management Agreement by their terms survive the expiration or sooner termination of the Management Agreement and are hereby ratified and affirmed. In addition, Sellers shall assign, and Emeritus shall assume, all existing leases, supply or service contracts, and payables (including, without limitation, amounts owing for utilities, real property taxes and assessments, amounts for services, goods and improvements in progress, if any, to the Facilities, insurance, and maintenance and repairs of the Facilities) arising directly or indirectly out of the operation or management of the Facilities by an Assignment and Assumption of Leases and Contracts in the form of Exhibit C hereto. In consideration of the conveyance to Emeritus of the Excluded Property (including the cash on hand and receivables), it is intended that Emeritus shall assume all of such matters related directly or indirectly to the operation and management of Facilities, excluding only (a) matters arising from the gross negligence or willful misconduct of the Sellers, or (b) breach of warranty of title in the deeds to Buyer (except for any title encumbrances created by or through Managers, including, without limitation, liens arising from nonpayment of utilities, real property taxes and assessments, and amounts for services, goods and improvements to the Facilities).




4.    Closing Costs and Prorations. Except as set forth in the following sentence, Sellers and SHP are to bear no closing, proration, or transaction costs in connection with this sale (collectively, the "Transaction Costs"), including, without limitation, title search expenses, title insurance and survey expenses, transfer or sales taxes, however denominated, escrow fees, recording costs, brokerage fees, attorney and accountant fees, preparation of closing and transfer documentation, preparation and recording of satisfactions and terminations of the Existing Secured Debt, any additional per diem amounts owing on the Existing Secured Debt, and all other closing and sale costs. Notwithstanding the foregoing, Sellers will bear the Transaction Costs to the extent cash is available from the proceeds of the sale in excess of the amount payable to satisfy the Existing Secured Debt, but Buyer or Emeritus shall pay or make provision for all Transaction Costs in excess of that amount ("Excess Closing Costs"). Because the receivables and cash on hand are being conveyed to Emeritus, and Emeritus is assuming the payables, there shall be no proration of receivables or payables at Closing. To 


	 



--

50461355.03




	 	 	 
	





	
Exhibit 10.83.5




the extent Sellers and SHP have paid or incurred any Excess Transaction Costs, Emeritus shall promptly reimburse Sellers therefor. To the extent any of the Transaction Costs require adjustment or are found to be incorrect after Closing (e.g., the calculation of transfer or sales tax), Emeritus shall resolve all of such matters at its expense, and pay any amounts owing or reimburse Sellers for any costs incurred if Sellers resolve such matters because Emeritus has failed to do so or be entitled to any refunds of such amounts.




5.    Condition of Facilities. The sale of the Facilities will be in their "as-is" condition. Except for warranty of title as set forth in the deeds and the conveyance documents, Sellers make no warranties or representations, and shall have no liability for: (a) the condition of the Facilities and the fixtures, furnishings, equipment and other personal property (including, without limitation, the Excluded Personal Property conveyed to Emeritus) therein; (b) the accuracy or completeness of any financial data, valuation, operating results or operating projections of the Facilities; (c) compliance with licensing, health care, and other legal or regulatory matters related to the Facilities; (d) presence of hazardous substances on, under or about the Facilities; (e) or any other matter or condition related to the Facilities.




To the extent Emeritus or Buyer have given warranties, representations, or other assurances about any of the foregoing or any other matters to Buyer’s permitted designees and/or assignees as set forth in Section 9(k), Emeritus and/or Buyer shall be solely responsible for such warranties, representations, or other assurances and shall indemnify, defend and hold harmless Sellers therefrom. Emeritus acknowledges that Managers have been managing the Facilities and are fully familiar with the Facilities and the condition thereof.




6.    Management Agreement. The Management Agreement shall terminate as of Closing or at such later date as provided in the Amended Management Agreement as defined below (except for survival of the indemnities set forth in Section 6.1 and 6.3 of the Management Agreement). The Management Agreement shall remain in full force and effect with respect to the five facilities remaining in the AL I portfolio as identified on Schedule 2. In connection with such termination as it relates to the Facilities, Emeritus acknowledges that no management fees or other amounts are owing by Sellers thereunder. However, as an accommodation to Buyer and Emeritus to facilitate relicensing, Sellers have agreed to sublease certain of the Facilities from Emeritus pursuant to Sublease Agreement in the form of Exhibit D (the "Sublease") with respect to the Facilities listed on Exhibit E (the "Sublease Facilities") to accommodate the continued operation of the Subleased Facilities until relicensing of the Facilities in Emeritus’ (or its affiliate’s) name can be accomplished. In connection with such Sublease Facilities, the Management Agreement is being amended such that the Management Agreement in such amended form will remain in place with respect to the Sublease Facilities for a short period of time after Closing, not anticipated to exceed ninety (90) days. The form of the Amendment to the Management Agreement is set forth in Exhibit F (the "Amended Management Agreement"). Sellers shall cooperate with Emeritus in such relicensing and Emeritus shall promptly reimburse any costs incurred by Sellers or any member or lender thereof. As more particularly set forth in the Sublease and the Amended Management Agreement, all costs, expenses and liabilities incurred by the Sellers as sublessee of the Sublease Facilities, whether in connection with the Sublease, the Amended Management Agreement, or relicensing of the Facilities (including, without limitation, any corrections or improvements to the Facilities required in connection with such relicensing) shall be borne by Emeritus, and Sellers shall bear no cost, expense or liability in connection therewith. The Subleases and Amended Management Agreement shall terminate upon licensing of the Sublease Facilities in Emeritus’ (or its affiliate’s, 


	 



--

50461355.03




	 	 	 
	





	
Exhibit 10.83.5




as applicable) name, except for the indemnities in Section 6.1 and 6.3 thereof. Emeritus shall keep Sellers advised of the progress of such relicensing.




7.    Closing. The sale of the Facilities to Buyer and the transactions described herein shall close on September 30, 2004 ("Closing").




8.    Miscellaneous.




a.    Brokers and Finders. Each party represents to the other that no broker or finder has been involved in this transaction. 




b.    Notices. Any notice, demand, offer, approval or other writing required or permitted pursuant to this Agreement shall be in writing, furnished in duplicate and shall be transmitted by hand delivery, facsimile, certified mail, return receipt requested, or Federal Express or another nationally recognized overnight courier service which provides evidence of delivery, postage prepaid, as follows:




If to any Seller    AL Investors I LLC

or Sellers:    c/o Norman L. Brenden

2250 McGilchrist Street SE, Suite 200

Salem, Oregon 97302

Facsimile:    (503) 375-7644

Telephone:    (503) 370-7071 ext. 7143




With a copy to:    Foster Pepper & Shefelman PLLC

1111 Third Avenue, Suite 3400

Seattle, Washington 98101

Attn:    Gary E. Fluhrer

Facsimile:    (206) 447-9700

Telephone:    (206) 447-8896




and    Senior Housing Partners I, L.P.

c/o Mr. Noah Levy

Two Ravinia Drive, Suite 1400

Atlanta, Georgia 30346

Facsimile:    (770) 399-5363

Telephone:    (770) 395-8606




and    Goodwin Procter LLP

Exchange Place

53 State Street

Boston, Massachusetts 02109-2881

Attn:    Minta Kay

Facsimile:    (617) 227-8591

Telephone:    (617) 570-1877


	 



--

50461355.03




	 	 	 
	





	
Exhibit 10.83.5







and    Prudential Real Estate Investors

8 Campus Drive, 4th Floor

Parsippany, New Jersey 07054

Attn:    Joan Hayden

Facsimile:    (973) 683-1788

Telephone:    (973) 683-1772




If to Buyer:    c/o Emeritus Corporation

3131 Elliott Avenue, Suite 500

Seattle, Washington 98121-1031

Attn:    Mr. Bill Shorten

Facsimile:    (206) 301-4500

Telephone:    (206) 301-4511




If to the Managers    c/o Emeritus Corporation

or Emeritus:    3131 Elliott Avenue, Suite 500

Seattle, Washington 98121-1031

Attn:    Mr. Bill Shorten

Facsimile:    (206) 301-4500

Telephone:    (206) 301-4511




Any party shall have the right to change the place to which such notice shall be given or add additional parties to receive notices by similar notice sent in like manner to all other parties hereto. Any notice if sent by overnight courier service shall be deemed delivered on the earlier of the date of actual delivery or the next business day, if delivered by hand delivery or facsimile shall be deemed delivered on the date of the actual delivery and if sent by mail, shall be deemed delivered on the earlier of the third day following deposit with the U.S. Postal Service or actual delivery. Any notice sent by facsimile shall also be sent on the same business day by overnight courier or mail as set forth above.




c.    Amendment, Waiver. No modification, termination or amendment of this Agreement may be made except by written agreement. No failure by Sellers or Buyer to insist upon the strict performance of any covenant, agreement, or condition of this Agreement or to exercise any right or remedy shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. No waiver shall affect or alter this Agreement, and each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and be enforceable by Sellers’, Buyer’s, Managers’ or Emeritus’ successors and assigns.




d.    Survival. All provisions of this Agreement shall survive the Closing and/or the conveyance of the Facilities to Buyer.




e.    Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement.


	 



--

50461355.03




	 	 	 
	





	
Exhibit 10.83.5










f.    No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between Sellers and their successors and assigns, on the one part, and Buyer and his successors and assigns on the other part. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder.




g.    Exhibits. All exhibits attached hereto or referenced herein are incorporated in this Agreement.




h.    Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such provisions had not been contained herein.




i.    Counterparts. This Agreement and the documents to be delivered hereunder may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.




j.    Indemnification. Any indemnifications herein for the benefit of Sellers shall also run to the benefit of the "Indemnified Parties" as such term is defined in Section 6.2 of the Management Agreement.




k.    Assignment. Buyer shall be entitled to assign his interests in this Agreement to Emeritus and/or Health Care REIT, Inc. and/or its affiliates (any of the foregoing, a "Permitted Assign"). 




IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.




[Remainder of page intentionally left blank; signatures follow]







	



--

50461355.03




	 	 	 
	





	Exhibit 10.83.5




Signature Page for Master Purchase Agreement

AL I Portfolio
















BUYER:    /s/ Daniel R. Baty                    

	 		DANIEL R. BATY











SELLERS:    AL INVESTORS I LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers, or in cases where the Seller is a limited partnership, as sole managing member on behalf of the general partner thereof







By:    /s/ Norman L. Brenden

Norman L. Brenden, Manager





	 



50461355.03




	 	 	 
	





	
Exhibit 10.83.5




Consent and Acknowledgment Page for Master Purchase Agreement

AL I Portfolio







As designee to purchase the Facilities pursuant to designation under that certain Agreement dated as of even date herewith, the undersigned join in the execution of this Agreement for the sole purpose of evidencing its consent to the provisions of sections 1, 2, 4, 5, and 7 hereof:




ACKNOWLEDGED:




HEALTH CARE REIT, INC.







By:    /s/ Erin C. Ibele        

Its: Vice President & Corporate Secretary







HCRI TEXAS PROPERTIES, LTD.







By:    /s/ Erin C. Ibele        

Its: Vice President & Corporate Secretary







HCRI NEVADA PROPERTIES, INC.







By:    /s/ Erin C. Ibele        

Its: Vice President & Corporate Secretary







HCRI KANSAS PROPERTIES, LLC







By:    /s/ Erin C. Ibele        

Its: Vice President & Corporate Secretary













	



50461355.03




	 	 	 
	





	Exhibit 10.83.5




Emeritus’s Signature Page for Master Purchase Agreement

AL I Portfolio







Emeritus and Managers hereby join in the execution of this Agreement to evidence their agreement to comply with and be bound by the provisions hereof.




	 	EMERITUS:	EMERITUS CORPORATION, a Washington corporation








By:    /s/ William M. Shorten

William M. Shorten, Director of Real Estate Finance







MANAGERS:    EMERITUS MANAGEMENT LLC, a Washington limited liability company




	 	By:	Emeritus Corporation, a Washington corporation








By: /s/ William M. Shorten

William M. Shorten, Director of Real Estate Finance







EMERITUS MANAGEMENT I LP, a Washington limited partnership




	 	By:	EM I, LLC, a Washington limited liability company





	 	By:	Emeritus Corporation, a Washington corporation








By: /s/ William M. Shorten

William M. Shorten, Director of Real Estate Finance










	



50461355.03




	 	 	 
	





	Exhibit 10.83.5




SCHEDULE I




	
Facility
	
Facility City/Address
	
Seller

	
Gardens at White Chapel
	
200 East Village Road

Newark, Delaware 19713
	
AL Investors Newark LLC

	
Barrington Place
	
2341 W. Norvell Bryant Hwy

Lecanto, Florida 34461
	
AL Investors Lecanto LLC

	
Pavilion at Crossing Pointe
	
9309 S. Orange Blossom Trail

Orlando, Florida 32837
	
AL Investors Orlando LLC

	
Springtree
	
4201 Springtree Drive

Sunrise, Florida 33351
	
AL Investors Sunrise LLC

	
Elm Grove
	
2416 Brentwood

Hutchinson, Kansas 67502
	
AL Investors Hutchinson LLC

	
Brookside Estates
	
15435 Bagley Road

Middleburg Heights, Ohio 44130
	
AL Investors Middleburg Heights LLC

	
Bellaire Place
	
23 Southpointe Drive

Greenville, South Carolina 29607
	
AL Investors Greenville LLC

	
Seville Estates
	
7401 Seville Drive

Amarillo, Texas 79121
	
AL Investors Amarillo LP (dba in Texas as Amarillo AL Investors LP)

	
Dowlen Oaks
	
2250 N. Dowlen Road

Beaumont, Texas 77706
	
AL Investors Beaumont LP (dba in Texas as Beaumont AL Investors LP)

	
Eastman Estates
	
2920 North Eastman Road

Longview, Texas 75605
	
AL Investors Longview LP (dba in Texas as Longview AL Investors LP)

	
Saddleridge Lodge
	
1808 W. Loop 250 North

Midland, Texas 79705
	
AL Investors Midland LP (dba in Texas as Midland AL Investors LP)

	
Myrtlewood Estates
	
2695 Valleyview Blvd

San Angelo, Texas 76904
	
AL Investors San Angelo LP (dba in Texas as San Angelo AL Investors LP)

	
Meadowlands Terrace
	
3801 Martin Luther King Jr. Blvd

Waco, Texas 76708
	
AL Investors Waco LP (dba in Texas as Waco AL Investors LP)

	
Lakeridge Place
	
2649 Plaza Parkway

Wichita Falls, Texas 76309
	
AL Investors Wichita Falls LP (dba in Texas as Wichita Falls AL Investors LP)

	
Emeritus Estates
	
1340 N. Washington Blvd

Ogden, Utah 84404
	
AL Investors Ogden LLC

	
Harbour Pointe Shores
	
1020 Catala Avenue SE

Ocean Shores, WA 98569
	
AL Investors Ocean Shores LLC















	
SCHEDULE I

50461355.03

	 	 	 
	





	Exhibit 10.83.5




SCHEDULE 2




	
Facility
	
Facility City/Address
	
Seller

	
College Park Club
	
5612 26th Street

Bradenton, FL
	
AL Investors Bradenton

	
La Villita
	
2935 N. 18th Place

Phoenix, AZ
	
AL Investors Phoenix

	
Lodge at Mainlands
	
9381 US Hwy 19 N

Pinellas Park, FL
	
AL Investors Pinellas Park

	
Walking Horse Meadows
	
207 Uffelman Drive

Clarksville, TX
	
AL Investors Clarksville

	
Beneva Park Club
	
743 S. Beneva Road

Sarasota, FL
	
AL Investors Sarasota















	
SCHEDULE 2

50461355.03

	 	 	 
	





	Exhibit 10.83.5




EXHIBIT A







Management Agreement







Management Agreement with Option to Purchase (Emeritus 25) dated December 30, 1998, as amended by (1) First Amendment to Management Agreement with Option to Purchase dated March 22, 2001, (2) Second Amendment to Management Agreement with Option to Purchase dated January 1, 2002, (3) Waiver, Consent and Amendment to Management Agreement dated May 1, 2002, (4) Third Amendment to Management Agreement with Option to Purchase dated of June 30, 2003, (5) Fourth Amendment to Management Agreement with Option to Purchase dated April 1, 2004, (6) Termination of Memorandum of Management Agreement With Option to Purchase for Laurel Place, (7) Termination of Memorandum of Management Agreement with Option to Purchase (Madison Glen), (8) Fifth Amendment to Management Agreement (AL GMAC Facilities) dated June 1, 2004, (9) Amendment to Memorandum of Management Agreement with Option to Purchase (Myrtlewood) dated May 2, 2004, (10) Side Letter dated June 30, 2004 (Emeritus) and (11) Side Letter dated June 30, 2004 (Baty)










	
EXHIBIT A

50461355.03

	 	 	 
	





	Exhibit 10.83.5




EXHIBIT B







Purchase Price Allocation




	






Community
	






State
	




Purchase Price
	




GMAC Debt Payoff
	




SHP Debt Payoff
	
Closing Costs Paid by Sellers*

	
Gardens at White Chapel
	
DE
	
21,780,000
	
**
	
**
	
**

	
Barrington Place
	
FL
	
7,100,000
	
**
	
**
	
**

	
Pavillion at Crossing Pointe
	
FL
	
6,020,000
	
**
	
**
	
**

	
Springtree
	
FL
	
17,430,000
	
**
	
**
	
**

	
Elm Grove
	
KS
	
11,190,000
	
**
	
**
	
**

	
Brookside Estates
	
OH
	
8,740,000
	
**
	
**
	
**

	
Bellaire Place
	
SC
	
5,060,000
	
**
	
**
	
**

	
Dowlen Oaks
	
TX
	
6,570,000
	
**
	
**
	
**

	
Eastman Estates
	
TX
	
4,760,000
	
**
	
**
	
**

	
Lakeridge Place
	
TX
	
3,480,000
	
**
	
**
	
**

	
Meadowlands Terrace
	
TX
	
4,680,000
	
**
	
**
	
**

	
Myrtlewood Estates
	
TX
	
9,060,000
	
**
	
**
	
**

	
Saddleridge Lodge
	
TX
	
5,330,000
	
**
	
**
	
**

	
Seville Estates
	
TX
	
5,490,000
	
**
	
**
	
**

	
Emeritus Estates
	
UT
	
7,060,000
	
**
	
**
	
**

	
Harbor Pointe Shores
	
WA
	
2,160,000
	
**
	
**
	
**

	
Aggregate
	 	
125,910,000
	
94,426,971.32
	
29,337,499.97
	
**






* includes lease fee, transfer taxes, title policies, appraisals, inspections, legal fees of Sellers, Buyer, and its assigns, and miscellaneous closing costs




** see attached 4 pages from closing statement










	
EXHIBIT B

50461355.03

	 	 	 
	





	Exhibit 10.83.5




EXHIBIT C







ASSIGNMENT AND ASSUMPTION

OF LEASES AND CONTRACTS

(AL I Portfolio)







THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND CONTRACTS (this "Agreement") is entered into as of September 30, 2004, by and between AL Investors on behalf of each of the Sellers on Schedule I hereto ("Assignor") and Emeritus Corporation ("Assignee").




In consideration of the mutual promises contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:




1.    Facilities. The "Facilities" means each of the Facilities listed on Schedule I hereto, together with the building, structures and other improvements located on each of the Facilities.




2.    Leases. The "Leases" means those leases, tenancies, residency agreements and occupancy agreements affecting the Facilities arising out of the management and operation of the Facilities.




3.    Contracts. "Contracts" means all contracts, oral, written or an open account, for goods and services arising out the management and operation of the Facilities.




4.    Assignment. Assignor hereby grants, transfers, sets over and assigns as of the date hereof to Assignee the entire right, title and interest of Assignor in and to the Leases and the Contracts.




5.    Assumption. Assignee hereby assumes all covenants, agreements and obligations of Assignor as landlord under or as a party to the Leases and Contracts. Assignee shall perform and satisfy all obligations under each of the Leases and the Contracts whether arising before or after the date hereof. Assignee further assumes all liability of Assignor for the proper refund or return of the Security Deposits if, when and as required by the Leases.




6.    Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.




7.    Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be an original, but which together shall constitute one and the same assignment.


	 
EXHIBIT C

PAGE C-

50461355.03

	 	 	 
	





	
Exhibit 10.83.5







IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this Assignment as of the day and year first above written.




ASSIGNOR:    AL INVESTORS I LLC, a Delaware limited liability company, for itself and as sole managing member on behalf of each of the Sellers, or in cases where the Seller is a limited partnership, as sole managing member on behalf of the general partner thereof










By:    /s/ Norman L. Brenden

Norman L. Brenden, Manager







ASSIGNEE:     EMERITUS CORPORATION, a Washington corporation







By:/s/ William M. Shorten

 William M. Shorten

Its: Director of Real Estate Finance







	 
EXHIBIT C

PAGE C-

50461355.03

	 	 	 
	





	
Exhibit 10.83.5






	
STATE OF WASHINGTON



COUNTY OF KING
	


ss.






I certify that I know or have satisfactory evidence that Norman L. Brenden is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as Manager of AL Investors LLC, sole member, and on behalf, of each of the Sellers listed in Schedule I hereto, to be the free and voluntary act of such Seller for the uses and purposes mentioned in the instrument.




Dated this ________________ day of _________________________, 2004.







(Signature of Notary)







(Legibly Print or Stamp Name of Notary)

 

Notary public in and for the state of Washington, residing at 

 

My appointment expires 







	
STATE OF WASHINGTON



COUNTY OF KING
	


ss.






I certify that I know or have satisfactory evidence that William Shorten is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the authorized representative of Emeritus Corporation, a corporation, to be the free and voluntary act of such corporation for the uses and purposes mentioned in the instrument.




Dated this ________________ day of _________________________, 2004.







(Signature of Notary)







(Legibly Print or Stamp Name of Notary)

 

Notary public in and for the state of Washington, residing at 

 

My appointment expires 










	
EXHIBIT C

PAGE C-

50461355.03

	 	 	 
	





	Exhibit 10.83.5




SCHEDULE I




	
Facility
	
Facility City/Address
	
Seller

	
Gardens at White Chapel
	
200 East Village Road

Newark, Delaware 19713
	
AL Investors Newark LLC

	
Barrington Place
	
2341 W. Norvell Bryant Hwy

Lecanto, Florida 34461
	
AL Investors Lecanto LLC

	
Pavilion at Crossing Pointe
	
9309 S. Orange Blossom Trail

Orlando, Florida 32837
	
AL Investors Orlando LLC

	
Springtree
	
4201 Springtree Drive

Sunrise, Florida 33351
	
AL Investors Sunrise LLC

	
Elm Grove
	
2416 Brentwood

Hutchinson, Kansas 67502
	
AL Investors Hutchinson LLC

	
Brookside Estates
	
15435 Bagley Road

Middleburg Heights, Ohio 44130
	
AL Investors Middleburg Heights LLC

	
Bellaire Place
	
23 Southpointe Drive

Greenville, South Carolina 29607
	
AL Investors Greenville LLC

	
Seville Estates
	
7401 Seville Drive

Amarillo, Texas 79121
	
AL Investors Amarillo LP (dba in Texas as Amarillo AL Investors LP)

	
Dowlen Oaks
	
2250 N. Dowlen Road

Beaumont, Texas 77706
	
AL Investors Beaumont LP (dba in Texas as Beaumont AL Investors LP)

	
Eastman Estates
	
2920 North Eastman Road

Longview, Texas 75605
	
AL Investors Longview LP (dba in Texas as Longview AL Investors LP)

	
Saddleridge Lodge
	
1808 W. Loop 250 North

Midland, Texas 79705
	
AL Investors Midland LP (dba in Texas as Midland AL Investors LP)

	
Myrtlewood Estates
	
2695 Valleyview Blvd

San Angelo, Texas 76904
	
AL Investors San Angelo LP (dba in Texas as San Angelo AL Investors LP)

	
Meadowlands Terrace
	
3801 Martin Luther King Jr. Blvd

Waco, Texas 76708
	
AL Investors Waco LP (dba in Texas as Waco AL Investors LP)

	
Lakeridge Place
	
2649 Plaza Parkway

Wichita Falls, Texas 76309
	
AL Investors Wichita Falls LP (dba in Texas as Wichita Falls AL Investors LP)

	
Emeritus Estates
	
1340 N. Washington Blvd

Ogden, Utah 84404
	
AL Investors Ogden LLC

	
Harbour Pointe Shores
	
1020 Catala Avenue SE

Ocean Shores, WA 98569
	
AL Investors Ocean Shores LLC












	
EXHIBIT C

PAGE C-

50461355.03

	 	 	 
	





	Exhibit 10.83.5







EXHIBIT D




Sublease




See 11 pages following







	
EXHIBIT D

50461355.03

	 	 	 
	





	Exhibit 10.83.5




EXHIBIT E




Sublease Facilities







	
Facility
	
Facility Address

	
Barrington Place
	
2341 W. Norvell Bryant Hwy

Lecanto, Florida 34461

	
Pavilion at Crossing Pointe
	
9309 S. Orange Blossom Trail

Orlando, Florida 32837

	
Springtree
	
4201 Springtree Drive

Sunrise, Florida 33351

	
Brookside Estates
	
15435 Bagley Road

Middleburg Heights, Ohio 44130

	
Bellaire Place
	
23 Southpointe Drive

Greenville, South Carolina 29607

	
Seville Estates
	
7401 Seville Drive

Amarillo, Texas 79121

	
Dowlen Oaks
	
2250 N. Dowlen Road

Beaumont, Texas 77706

	
Eastman Estates
	
2920 North Eastman Road

Longview, Texas 75605

	
Saddleridge Lodge
	
1808 W. Loop 250 North

Midland, Texas 79705

	
Myrtlewood Estates
	
2695 Valleyview Blvd

San Angelo, Texas 76904

	
Meadowlands Terrace
	
3801 Martin Luther King Jr. Blvd

Waco, Texas 76708

	
Lakeridge Place
	
2649 Plaza Parkway

Wichita Falls, Texas 76309

	
Harbour Pointe Shores
	
1020 Catala Avenue SE

Ocean Shores, WA 98569












	
EXHIBIT E

50461355.03

	 	 	 
	





	Exhibit 10.83.5




EXHIBIT F




Amended Management Agreement for Sublease Facilities




See 14 pages following



	
EXHIBIT F

50461355.03