Common Contracts

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF

Limited Liability Company • June 10th, 2010 • Delaware

• Contract Type
  Limited Liability Company
• Filed
  June 10th, 2010
• Jurisdiction
  Delaware

AGREEMENT (this “Agreement”) is made and entered into as of the [ ] day of [ ], 2010, by and among EMERITUS CORPORATION, a Washington corporation (“ESC”), CPDF II, LLC, a Washington limited liability company (“Columbia”, ESC and Columbia are sometimes herein collectively called the “CP Group”), BRE/SW Member LLC, a Delaware limited liability company (“BREA”), [ ] (the “Common Investor”, together with ESC, Columbia and BREA, collectively, the “Common Members” and each a “Common Member”) and [ ] (the “Preferred Investor”, together with the Common Members, collectively the “Members” and each a “Member”).