Emeritus Corp\wa\ Sample Contracts

Emeritus Corp\wa\VOTING AGREEMENT (February 21st, 2014)

VOTING AGREEMENT, dated as of February 20, 2014 (this “Agreement”), by and among Brookdale Senior Living Inc., a Delaware corporation (“Parent”), and the undersigned shareholders (“Shareholders”) of Emeritus Corporation, a Washington corporation (the “Company”).

Emeritus Corp\wa\AGREEMENT (February 20th, 2014)

This Agreement (this “Agreement”) is made and entered into as of the 18th day of November, 2013 (the “Execution Date”) by and among Emeritus Corporation, a Washington corporation (“Emeritus”) and Daniel R. Baty (“Baty”).

Emeritus Corp\wa\THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (February 20th, 2014)

This THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 30, 2013 (the “Effective Date”), by and among BREA EMERITUS LLC, a Delaware limited liability company (the “Parent”) and each of its subsidiaries signatory hereto (each an “SPE” and collectively, with the Parent, referred to herein as the “Borrowers”), Emeritus Corporation, a Washington corporation as guarantor (“Emeritus”), the Lenders party hereto (the “Lenders”), and GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”), as administrative agent and collateral agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”).

Emeritus Corp\wa\BUY-OUT AGREEMENT (February 20th, 2014)

This Buy-Out Agreement (this "Agreement") is made as of December 24, 2013 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members") and solely with respect to Sections 5, 9(c) and 10 of this Agreement, Dale Clift.

Emeritus Corp\wa\MASTER LEASE AGREEMENT (Master Lease #7 –MG Facilities – Fannie Lease #2 (PNC)) BETWEEN CERTAIN LANDLORD ENTITIES IDENTIFIED HEREIN AND EMERITUS CORPORATION September 1, 2013 (November 5th, 2013)

THIS MASTER LEASE AGREEMENT (“Lease”) is made and entered into effective as of September 1, 2013 (the “Effective Date”) by and among those LANDLORD ENTITIES identified on Exhibit I hereto (each a “Landlord” as further defined in §1.4 below), each having its principal office located at 4500 Dorr Street, Toledo, Ohio 43615‑4040, and EMERITUS CORPORATION, a corporation organized under the laws of the State of Washington (“Tenant”), having its chief executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.

Emeritus Corp\wa\TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (November 5th, 2013)

This TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is dated as of June __, 2013 (the “Effective Date”), and is among HCP AUR1 CALIFORNIA A PACK, LLC, a Delaware limited liability company (“HCP California A Pack”), HCP AUR1 CALIFORNIA B PACK, LLC, a Delaware limited liability company (“HCP California B Pack”), HCP AUR1 CONNECTICUT, LLC, a Delaware limited liability company (“HCP Connecticut”), HCP AUR1 MARYLAND, LLC, a Delaware limited liability company (“HCP Maryland”), HCP AUR1 MASSACHUSETTS, LLC, a Delaware limited liability company (“HCP Massachusetts”), HCP AUR1 NEW JERSEY, LLC, a Delaware limited liability company (“HCP New Jersey”), HCP AUR1 VIRGINIA, LLC, a Delaware limited liability company (“HCP Virginia”), HCP, INC., a Maryland corporation (“HCP”), and HCPI TRUST, a Maryland real estate investment trust (“HCPI Trust”, and collectively with HCP California A Pack, HCP California B Pack, HCP Connecticut, HCP Maryland, HCP Massachusetts, HCP New Jersey

Emeritus Corp\wa\MASTER LEASE between NHI-REIT OF OHIO, LLC, a Delaware limited liability company and EMERITUS CORPORATION, (November 5th, 2013)

THIS MASTER LEASE is executed this 28th day of June, 2013 to become effective as of the date described below, by and between EMERITUS CORPORATION, a Washington corporation, having its principal office at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121-1031, as Tenant, and NHI-REIT OF OHIO, LLC, a Delaware limited liability company, having its principal office at 222 Robert Rose Drive, Murfreesboro, Tennessee 37129, as Landlord.

Emeritus Corp\wa\MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ARKANSAS (CME AND PORTFOLIO) (Revised 9-1-2011) (November 5th, 2013)

THIS MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT (“Instrument”) is made as of the 30th day of July, 2013, between EMERICHENAL LLC, a limited liability company organized and existing under the laws of Delaware, whose address is c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, as mortgagor (“Borrower”), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., a corporation organized and existing under the laws of Ohio, whose address is 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, Mailcode: KS-01-11-0501, as mortgagee (“Lender”). Borrower’s organizational identification number, if applicable, is 4881043.

Emeritus Corp\wa\LEASE AMENDMENT (November 5th, 2013)

Agreement originally made as of April 21, 1998, (the "Lease") by and between CARRIAGE HILL CABIN JOHN, INC., a Maryland corporation, as agent for the owner, CABIN JOHN PROPERTIES, LLC as "Landlord" and SUMMERVILLE AT POTOMAC, INC., a Delaware corporation, as "Tenant," and as amended effective September 1, 2010, inter alia, to change the Tenant to SUMMERVILLE AT POTOMAC, LLC, with respect to the premises commonly known as 11215 Seven Locks Road, Potomac, Montgomery County, Maryland, and is based upon the following:

Emeritus Corp\wa\SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (November 5th, 2013)

THIS SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (this “Amendment”) is made and entered into as of June 28, 2013 (the “Amendment Date”), by and among each of the Persons whose signatures are affixed hereto and identified as “Lessors” (collectively, “Lessor”), on the one hand, and each of the Persons whose signatures are affixed hereto and identified as “Lessees” (collectively, and jointly and severally, “Lessee”), on the other hand, and consented to by Guarantors (as defined below), with respect to the following:

Emeritus Corp\wa\AMENDMENT TO PUT/CALL AGREEMENT (May 3rd, 2013)

This Amendment dated as of February _25__, 2013 (this “Amendment”) to that certain Put/Call Agreement (the “Agreement”) dated as of November 1, 2012 by and among Emeritus Corporation (“Emeritus”), EmeriCare NOC LLC (“Buyer”) and each of the Minority Members set forth on the signature pages hereto and thereto.

Emeritus Corp\wa\LEASE AGREEMENT (May 3rd, 2013)

THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of January 15, 2013 (the “Effective Date”) by and between Diablo Lodge, LLC, a California limited liability company (“Landlord”), and Emeritus Corporation, a Washington corporation and/or its designees (“Tenant”)

Emeritus Corp\wa\ETERM CREDIT AGREEMENT DATED AS OF FEBRUARY 25, 2013 AMONG NURSE ON CALL, INC. AND THE WHOLLY OWNED SUBSIDIARIES THEREOF SIGNATORY HERETO as Borrowers, HOME HEALTH CARE HOLDINGS, LLC, EMERICARE NOC LLC, EMERITUS PROPERTIES III, LLC AND EMERITUS ... (May 3rd, 2013)

THIS TERM CREDIT AGREEMENT (this “Agreement”) is made the 25th day of February, 2013, by and among NURSE ON CALL, INC., a Delaware corporation (“NOC”), “NURSE-ON-CALL” HOME CARE, INC., a Florida corporation, NURSE-ON-CALL OF BROWARD, INC., a Florida corporation, NURSE-ON-CALL OF SOUTH FLORIDA, INC., a Florida corporation, UNITY HOME HEALTH SERVICES, INC., a Florida corporation, NURSE ON CALL OF TEXAS, INC., a Delaware corporation, and the wholly owned direct and indirect Subsidiaries of NOC that hereafter become signatory hereto, as borrowers (collectively, with NOC, the “Borrowers”), HOME HEALTH CARE HOLDINGS, LLC, a Delaware limited liability company, EMERICARE NOC LLC, a Delaware limited liability company, EMERITUS PROPERTIES III, INC., a Washington corporation, and EMERITUS CORPORATION, a Washington corporation (collectively, the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), with the other lending institutions that are or may become partie

Emeritus Corp\wa\EMERITUS CORPORATION (a Washington corporation) 7,973,600 Shares of Common Stock UNDERWRITING AGREEMENT (March 18th, 2013)
Emeritus Corp\wa\EMERITUS CORPORATION ISSUER TO TRUSTEE INDENTURE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 (March 11th, 2013)

INDENTURE, dated as of , 20 (the “Indenture”), among EMERITUS CORPORATION, a corporation duly organized and existing under the laws of the State of Washington (hereinafter called the “Company”), having its principal executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, and , a , as trustee (hereinafter called the “Trustee”), having its Corporate Trust Office located at .

Emeritus Corp\wa\EMERITUS CORPORATION ISSUER TO TRUSTEE INDENTURE CONVERTIBLE [SUBORDINATED] DEBT SECURITIES DATED AS OF , 20 (March 11th, 2013)

INDENTURE, dated as of , 20 (the “Indenture”), among EMERITUS CORPORATION, a corporation duly organized and existing under the laws of the State of Washington (hereinafter called the “Company”), having its principal executive office located at 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121, and , a , as trustee (hereinafter called the “Trustee”), having its Corporate Trust Office located at .

Emeritus Corp\wa\LOAN MODIFICATION AGREEMENT (March 4th, 2013)

This LOAN MODIFICATION AGREEMENT (this “Agreement”) dated November 30, 2012, is made by KEYBANK NATIONAL ASSOCIATION, a national banking association, (“Lender”) EMERICHENAL LLC, a Delaware limited liability company, and EMERICLEAR LLC, a Delaware limited liability company, (collectively, “Borrowers”), and EMERITUS CORPORATION, a Washington corporation (“Guarantor”).

Emeritus Corp\wa\PURCHASE AND SALE AGREEMENT (March 4th, 2013)

This PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of October 16, 2012 (the “Execution Date”) by and among BRE/SW Portfolio LLC, a Delaware limited liability company (“Seller JV”), those owner entities listed on Schedule 1 (the Seller JV and each such entity, a “Seller” and, collectively, “Sellers”), HCP, Inc., a Maryland corporation (“Purchaser”), and Emeritus Corporation, a Washington corporation (“E”).

Emeritus Corp\wa\MODIFICATION OF LOAN DOCUMENTS (March 4th, 2013)

THIS MODIFICATION OF LOAN DOCUMENTS (this "Agreement") is entered into and effective for all purposes the 7th day of September, 2012, by and among EMERIHRT ROANOKE LLC, a Delaware limited liability company (“Roanoke”), EMERIHRT CREEKVIEW LLC, a Delaware limited liability company (“Creekview”), EMERICHIP STOCKTON LLC, a Delaware limited liability company (“Stockton”), EMERIHRT GREENSBORO LLC, a Delaware limited liability company (“Greensboro”), EMERIHRT HARRISBURG LLC, a Delaware limited liability company (“Harrisburg”), EMERICHIP PHOENIX LLC, a Delaware limited liability company (“Phoenix”), EMERIHRT RAVENNA LLC, a Delaware limited liability company (“Ravenna”), PHNTUS LO JOLIET SCU LLC, a Delaware limited liability company (“Joliet”), EMERIHRT MEDICAL CENTER LP, a Delaware limited partnership (“Medical Center”), (Roanoke, Creekview, Stockton, Greensboro, Harrisburg, Phoenix, Ravenna, Joliet and Medical Center referred to herein from time to time individually as a “Borrower” and collec

Emeritus Corp\wa\THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE AND SECURITY AGREEMENT between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH ... (March 4th, 2013)

THIS MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Lease”) is dated as of October 31, 2012, and is made by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, and HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washi

Emeritus Corp\wa\HCP, INC., as Lender, and EMERITUS CORPORATION, as Borrower LOAN AGREEMENT Dated as of: October 31, 2012 DOCUMENT PREPARED BY: Paul, Weiss, Rifkind, Wharton & Garrison, LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Harris B. Freidus (March 4th, 2013)

This Loan Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of October 31, 2012 by and between HCP, INC., a Maryland corporation, as lender (together with its successors and permitted assigns “Lender”) and Emeritus Corporation, a Washington corporation , as borrower (“Borrower”).

Emeritus Corp\wa\PUT/CALL AGREEMENT (March 4th, 2013)

This Put/Call Agreement (this "Agreement") is made as of November 1, 2012 by and among Emeritus Corporation, a Washington corporation ("Emeritus"), EmeriCare NOC LLC, a Delaware limited liability company and a wholly owned indirect subsidiary of Emeritus ("Buyer"), and each of the individuals set forth on the signature pages hereto (each, a "Minority Member" and collectively, the "Minority Members").

Emeritus Corp\wa\FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (March 4th, 2013)

THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made as of December 4, 2012 (the “Effective Date”), by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”).

Emeritus Corp\wa\SECURITY AGREEMENT (March 4th, 2013)

THIS SECURITY AGREEMENT (the "Agreement") made as of the 1st day of November, 2012, by and between EMERICHIP PHOENIX LLC, a Delaware limited liability company, with offices at 3131 Elliott Ave., Suite 500, Seattle, WA 98121 (referred to in this Agreement as the "Debtor"), and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation, having an office and place of business at 8115 Preston Road, Suite 800, Dallas, Texas 75225 (referred to in this Agreement as the "Secured Party").

Emeritus Corp\wa\UNIT PURCHASE AGREEMENT AMONG HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2012 (March 4th, 2013)

THIS UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 2012 is made by and among Home Health Care Holdings, LLC, a Delaware limited liability company (the "Company"), Emeritus Corporation, a Washington corporation ("Parent"), EmeriCare NOC LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Parent ("Buyer"), the members of the Company set forth on Exhibit A attached hereto (each, a "Member" and collectively, the "Members"), and Kinderhook Industries, LLC, a Delaware limited liability company ("Seller Representative"). The Company, Parent, Buyer, Members and Seller Representative shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party."

Emeritus Corp\wa\UNIT PURCHASE AGREEMENT AMONG HOME HEALTH CARE HOLDINGS, LLC, EMERITUS CORPORATION, EMERICARE NOC LLC, THE MEMBERS OF HOME HEALTH CARE HOLDINGS, LLC AND KINDERHOOK INDUSTRIES, LLC, AS SELLER REPRESENTATIVE DATED AS OF NOVEMBER 1, 2012 (November 19th, 2012)

THIS UNIT PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 2012 is made by and among Home Health Care Holdings, LLC, a Delaware limited liability company (the "Company"), Emeritus Corporation, a Washington corporation ("Parent"), EmeriCare NOC LLC, a Delaware limited liability company and wholly-owned indirect subsidiary of Parent ("Buyer"), the members of the Company set forth on Exhibit A attached hereto (each, a "Member" and collectively, the "Members"), and Kinderhook Industries, LLC, a Delaware limited liability company ("Seller Representative"). The Company, Parent, Buyer, Members and Seller Representative shall be referred to herein from time to time collectively as the "Parties" and individually as a "Party."

Emeritus Corp\wa\DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING (November 6th, 2012)

This Deed of Trust covers goods which are or are to become affixed to or fixtures on the land described in Exhibit A hereto and is to be filed for record in the records where Deeds of Trust on real estate are recorded. Additionally, this instrument should be appropriately indexed, not only as a Deed of Trust, but also as a fixture filing covering goods that are or are to become fixtures on the real property described herein. The mailing addresses of the Grantor (Debtor) and Beneficiary (Secured Party) are set forth in the Preamble of this Deed of Trust.

Emeritus Corp\wa\CREDIT AND SECURITY AGREEMENT dated as of July 13, 2012 by and among EMERICHIP WALLA WALLA LLC, as Borrower and MIDCAP FUNDING VIII, LLC, as Administrative Agent and as a Lender and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (November 6th, 2012)

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of July 13, 2012 by and between EMERICHIP WALLA WALLA LLC, a Delaware limited liability company, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower” and collectively as “Borrowers”), MIDCAP FUNDING VIII, LLC, a Delaware limited liability company, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Emeritus Corp\wa\CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILY NOTE (August 3rd, 2012)

This CONSOLIDATED, AMENDED AND RESTATED MULTIFAMILY NOTE is made and entered into as of June 19, 2012, by and between EMERIMAND LLC, a Delaware limited liability company (“Borrower”) and KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (“Lender”).

Emeritus Corp\wa\MULTIFAMILY LOAN AND SECURITY AGREEMENT (NON-RECOURSE) (SENIORS HOUSING) BY AND BETWEEN EMERIMAND LLC, a Delaware limited liability company AND KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation DATED AS OF June 19, 2012 (August 3rd, 2012)
Emeritus Corp\wa\LEASE COMBINATION AGREEMENT AND AMENDMENT TO LEASE BY VENTAS REALTY, LIMITED PARTNERSHIP AND VENTAS FAIRWOOD, LLC AS LANDLORD, AND SW ASSISTED LIVING, LLC, SUMMERVILLE AT HERITAGE PLACE, LLC, SUMMERVILLE AT BARRINGTON COURT LLC, SUMMERVILLE AT ROSEVILLE ... (May 4th, 2012)

THIS LEASE COMBINATION AGREEMENT AND AMENDMENT TO LEASE (hereinafter this “Amendment” ) is to be effective as of the 29th day of June, 2011 (the “Amendment Date”), and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Existing Landlord”), and VENTAS FAIRWOOD, LLC, a Delaware limited liability company (“Additional Landlord”; Existing Landlord and Additional Landlord are individually and collectively referred to herein as “Landlord”), each having an office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and each of the entities identified as “Tenant” on Attachment A-1 attached hereto (referred to herein individually and collectively as “Existing Tenants”), and the entity identified as “Tenant” on Attachment A-2 attached hereto (referred to herein as “Additional Tenant”; Existing Tenants and Additional Tenant are individually and collectively referred to herein as “Tenant”), each having an office at c/o Emeritus Corporation, 3131 Ellio

Emeritus Corp\wa\SECOND AMENDMENT TO MASTER LEASE BY AND AMONG VENTAS REALTY, LIMITED PARTNERSHIP AS LANDLORD, AND SW ASSISTED LIVING, LLC, SUMMERVILLE AT HERITAGE PLACE, LLC, SUMMERVILLE AT BARRINGTON COURT LLC, SUMMERVILLE AT ROSEVILLE GARDENS LLC, SUMMERVILLE 17 LLC, ... (May 4th, 2012)

THIS SECOND AMENDMENT TO MASTER LEASE (hereinafter, this “Amendment” ) is to be effective as of the _24th____ day of February, 2012 (the “Amendment Date”), and is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), having an office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and each of the entities identified as “Tenant” on Attachment A-1 attached hereto (referred to herein individually and collectively, as “Tenant” or “Tenants”), and Emeritus Corporation, a Washington corporation (“Emeritus”), each having an office at c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500, Seattle, Washington 98121.

Emeritus Corp\wa\PURCHASE OPTION AGREEMENT (March 8th, 2012)

THIS AGREEMENT (“Agreement”) is made and entered into as of the 1st day of October, 2011, by and between Emeritus Corporation, a Washington corporation ("Emeritus") and Dale E Patterson, an individual ("Seller”).

Emeritus Corp\wa\LOAN AGREEMENT (March 8th, 2012)

THIS LOAN AGREEMENT (this “Agreement”) is made as of September 29, 2011, by and between EMERIPARK SC LLC, a Delaware limited liability company (“Emeripark”), EMERI-SKY SC LLC, a Delaware limited liability company (“Emeri-Sky”), EMERIVILL SC LLC, a Delaware limited liability company (“Emerivill”), and HERITAGE HILLS RETIREMENT, INC., a North Carolina corporation (“Heritage Hills,” and, collectively with Emeripark, Emeri-Sky, Emerivill, and their respective successors and assigns, collectively, “Borrowers”), and FIRST COMMERCIAL BANK, a division of Synovus Bank, a Georgia state banking corporation and successor by merger to First Commercial Bank, an Alabama state banking corporation (together with its successors and assigns, “Lender”).

Emeritus Corp\wa\FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (March 8th, 2012)

THIS FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is effective as of the 9th day of December, 2011, by and among (i) (a) PHNTUS ARBOR GARDENS INC., a California corporation, (b) PHNTUS AUSTIN GARDENS INC., a California corporation, (c) PHNTUS BECKETT MEADOWS LLC, a Delaware limited liability company, (d) PHNTUS CANTERBURY WOODS LLC, a Delaware limited liability company, (e) PHNTUS CHARLESTON GARDENS LLC, a Delaware limited liability company, (f) PHNTUS CREEKSIDE LLC, a Delaware limited liability company, (g) PHNTUS DESERT SPRINGS LLC, a Delaware limited liability company, (h) PHNTUS HERITAGE HILLS LLC, a Delaware limited liability company, (i) PHNTUS KP SHREVEPORT LLC, a Delaware limited liability company, (j) PHNTUS LAKES LLC, a Delaware limited liability company, (k) PHNTUS LO CAPE MAY LLC, a Delaware limited liability company, (l) PHNTUS LO FOLSOM INC., a California corporation, (m) PHNTUS LO JOLIET LLC, a Delaware limited liability company, (n) PHNTUS LO R