0001001604-10-000165 Sample Contracts

AMENDED AND RESTATED LEASE AGREEMENT
And Restated Lease Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California

THIS AMENDED AND RESTATED LEASE AGREEMENT (this "Lease") is made and entered into as of the October 15, 2010, by and between ALHAMBRA ROYALE, a California limited partnership ("Landlord"), and SUMMERVILLE AT COBBCO, INC., a California corporation ("Tenant"), with reference to the following facts and circumstances:

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NOT TO BE RECORDED IN PUBLIC RECORDS MASTER LEASE AND SECURITY AGREEMENT AMONG EACH OF THOSE PERSONS LISTED ON SCHEDULE A ATTACHED HERETO AS “LESSOR,” as their interests may appear, as Lessor AND EMERITUS CORPORATION, as Lessee Dated as of October 12,...
Master Lease and Security Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California

THIS MASTER LEASE AND SECURITY AGREEMENT (“Lease”) is dated as of October 12, 2010 (the “Effective Date”), and is among each of those Persons listed on Schedule A attached hereto and whose signatures also appear on the signature pages hereto under the heading “Lessor” (collectively, as their interests may appear, “Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Lessee” or sometimes “Emeritus”).

SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT
Master Lease and Security Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • California

THIS SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (“Amendment”) is dated as of September 30, 2010 (the “Effective Date”), and is among TEXAS HCP HOLDING, L.P., a Delaware limited partnership (“HCP Texas”) and HCP, INC., a Maryland corporation (doing business in the State of Illinois as HC Property Investments, Inc.) (“HCP”, and collectively with HCP Texas, as their interests may appear, “Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Lessee”).

MANAGEMENT AGREEMENT (Lexington Gardens Assisted Living Community)
Management Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • New York

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of August, 2010 (the “Effective Date”), by and between BRE/SW LEXINGTON GARDENS LLC, a Delaware limited liability company (“Owner”), and EMERITUS CORPORATION, a Washington corporation (“Manager”) in connection with the Facility (as defined below).

FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT
Master Lease and Security Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

This First Amendment to Master Lease and Security Agreement (“Amendment”) is dated as of June 8, 2010 by and among HCP, Inc., a Maryland corporation (doing business in the state of Illinois as HC Property Investments, Inc.) and TEXAS HCP HOLDING, L.P., a Delaware limited partnership as their interests may appear (“Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Emeritus” or “Lessee”).

PURCHASE AGREEMENT BETWEEN RANDALL WESTON, WESTON GROUP, INC., AND EMERITUS CORPORATION October 21,2010
Purchase Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Washington

This Purchase Agreement (this “Agreement”) is entered into as of October 21, 2010, by and between RANDALL WESTON (“Randall Weston”), WESTON GROUP, INC., a Pennsylvania corporation (“Weston Group”), and Emeritus Corporation, a Washington corporation (“Emeritus”) . Randall Weston and Weston Group are collectively referred to as the ‘‘Weston Parties.’’ The Weston Parties and Emeritus are collectively referred to herein as the ‘‘Parties.’’

SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT
Master Lease and Security Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS SECOND AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (“Amendment”) is dated as of October 22, 2010 (the “Effective Date”), and is among each of those Persons listed on Schedule A attached hereto and whose signatures also appear on the signature pages hereto under the heading “Lessor” (collectively, as their interests may appear, “Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Lessee” or sometimes “Emeritus”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRE/SW PORTFOLIO LLC
Limited Liability Company Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into as of August 5, 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”), Sunwest Rollover Member LLC, a Delaware limited liability company (the “Common Investor”, together with ESC, Columbia and BREA, collectively, the “Common Members” and each a “Common Member”) and Sunwest Rollover Member LLC, a Delaware limited liability company (the “Preferred Investor”, together with the Common Members, collectively the “Members” and each a “Member”).

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of July 1, 2010, by and between EMERITUS CORPORATION, a Washington corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT
Master Lease and Security Agreement • November 5th, 2010 • Emeritus Corp\wa\ • Services-nursing & personal care facilities

THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (“Amendment”) is dated as of October 15, 2010 (the “Effective Date”), and is among each of those Persons listed on Schedule A attached hereto and whose signatures also appear on the signature pages hereto under the heading “Lessor” (collectively, as their interests may appear, “Lessor”) and EMERITUS CORPORATION, a Washington corporation (“Lessee” or sometimes “Emeritus”).

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