EMERITUS CORP Contracts & Agreements

AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 20, 2014 BYAND AMONG BROOKDALE SENIOR LIVING INC., BROADWAY MERGER SUB CORPORATION AND EMERITUS CORPORATION TABLE OF CONTENTS (Filed With SEC on February 21, 2014)

EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (2014-2017 Performance Period) (Filed With SEC on February 20, 2014)

AGREEMENT (Filed With SEC on February 20, 2014)

THIRD AMENDMENT AND CONSENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on February 20, 2014)

BUY-OUT AGREEMENT (Filed With SEC on February 20, 2014)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) (Filed With SEC on February 20, 2014)

MULTIFAMILY NOTE (CME) MULTISTATE ADJUSTABLE RATE (Revised 10-24-2013) (Filed With SEC on February 20, 2014)

MULTIFAMILY DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FIXTURE FILING CALIFORNIA (CME AND PORTFOLIO) (Revised 4-25-2013) (Filed With SEC on February 20, 2014)

MULTIFAMILY NOTE (CME) MULTISTATE ADJUSTABLE RATE (Revised 10-24-2013) (Filed With SEC on February 20, 2014)

SIXTEENTH AMENDMENT TO AMENDED AND RESTATED MASTER LEASE (Filed With SEC on November 5, 2013)

LEASE AMENDMENT (Filed With SEC on November 5, 2013)

TENTH AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (Filed With SEC on November 5, 2013)

MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT ARKANSAS (CME AND PORTFOLIO) (Revised 9-1-2011) MULTIFAMILY MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT... (Filed With SEC on November 5, 2013)

MULTIFAMILY NOTE (CME) (Filed With SEC on November 5, 2013)

PENNSYLVANIA (CME AND PORTFOLIO) (Filed With SEC on November 5, 2013)

MULTIFAMILY NOTE (CME) (Filed With SEC on November 5, 2013)

TEXAS (CME AND PORTFOLIO) (Filed With SEC on November 5, 2013)

MULTIFAMILY NOTE (CME) (Filed With SEC on November 5, 2013)

MASTER LEASE between NHI-REIT OF OHIO, LLC, a Delaware limited liability company Landlord and EMERITUS CORPORATION, a Washington corporation Tenant Emeritus at Halcyon Village (Filed With SEC on November 5, 2013)

NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD NOTICE (Filed With SEC on August 2, 2013)

NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAM UNDER THE EMERITUS CORPORATION AMENDED AND RESTATED 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on August 2, 2013)

Term Credit Agreement dated February 25, 2013 among Nurse On Call, Inc. and subsidiaries, Home Health Care Holdings LLC, Emericare NOC LLC, Emeritus Properties III, LLC, and... (Filed With SEC on May 3, 2013)

Term Promissory Note in the amount of $30,000,000 dated February 25, 2013 between Nurse On Call, Inc. and subsidiaries and KeyBank National Association (Filed With SEC on May 3, 2013)

Term Promissory Note in the amount of $20,000,000 dated February 25, 2013 between Nurse On Call, Inc. and subsidiaries and Cadence Bank, N.A (Filed With SEC on May 3, 2013)

Amendment to Put/Call Agreement dated November 1, 2012 by and among Emeritus Corporation, EmeriCare NOC LLC and several Minority Members dated February 25, 2013 (Filed With SEC on May 3, 2013)

Diablo Lodge lease dated January 15, 2013 between Diablo Lodge, LLC, Landlord, and Emeritus Corporation, Tenant (Filed With SEC on May 3, 2013)

EMERITUS CORPORATION (Filed With SEC on March 4, 2013)

Purchase and Sale Agreement dated October 16, 2012 by and among BRE/SW Portfolio LLC, the seller entities, HCP, Inc., and Emeritus Corporation (Filed With SEC on March 4, 2013)

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,... (Filed With SEC on November 19, 2012)

Credit and Security Agreement dated as of July 13, 2012 by and among Emerichip Walla Walla LLC and Midcap Funding VIII, LLC (Filed With SEC on November 6, 2012)

Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of July 31, 2012 by and among Emerichip Walla Walla LLC (Grantor), Stewart Title Guaranty... (Filed With SEC on November 6, 2012)

Term Loan Note in the amount of $6,800,000 dated as of July 13, 2012 among Emerichip Walla Walla LLC (Borrower) and Midcap Funding VIII, LLC (together with its successors and... (Filed With SEC on November 6, 2012)

Lease Combination Agreement and Amendment of Lease dated as of June 29, 2011 by and among Ventas Realty, Limited Partnership and Ventas Fairwood, LLC, as Landlord, and SW Assisted... (Filed With SEC on May 4, 2012)

Second Amendment to Master Lease dated as of February 24, 2012 by and among Ventas Realty, Limited Partnership and SW Assisted Living, LLC, Summerville at Heritage Place, LLC,... (Filed With SEC on May 4, 2012)

Form of Restricted Stock Award Agreement for grants made pursuant to the 2006 Amended (Filed With SEC on March 8, 2012)

First Amendment to Assisted Living Facility Lease (Garden Manor) dated October 1, 2011 by and between Dale E. Patterson and Cobbco, Inc (Filed With SEC on March 8, 2012)

Purchase Option Agreement dated October 1, 2011 by and between Emeritus Corporation and Dale E. Patterson (Filed With SEC on March 8, 2012)

Agreement dated November 1, 2011 by and among Emeritus Corporation, Summerville Senior Living, Inc., Batus, LLC and Daniel R. Baty relating to a cash flow sharing agreement (Buy... (Filed With SEC on March 8, 2012)

First Amendment to Master Credit Facility Agreement dated December 9, 2011 by and among Emeritus Corporation and 22 LLC subsidiaries, Berkadia Commercial Mortgage LLC and Fannie... (Filed With SEC on March 8, 2012)

Loan Agreement dated September 29, 2011 by and between Emeripark SC LLC, Emeri-Sky SC LLC, Emerivill SC, LLC, Heritage Hills Retirement, Inc. and First Commercial Bank, a division... (Filed With SEC on March 8, 2012)

Promissory Note dated September 29, 2011 in the amount of $25.0 million by and between Emeripark SC LLC, Emeri-Sky SC LLC, Emerivill SC, LLC, Heritage Hills Retirement, Inc. and... (Filed With SEC on March 8, 2012)

Promissory Note dated September 29, 2011 in the amount of $4.6 million by and between Emeripark SC LLC, Emeri-Sky SC LLC, Emerivill SC, LLC, Heritage Hills Retirement, Inc. and... (Filed With SEC on March 8, 2012)

Loan Agreement dated October 27, 2011 in the amount of $112.0 million by KeyBank National Association, Emerihrt Bloomsburg LLC, Emerihrt Roanoke LLC, Emerihrt Creekview LLC,... (Filed With SEC on March 8, 2012)

Amended and Restated Promissory Note dated October 27, 2011 in the amount of $112.0 million by KeyBank National Association, Emerihrt Bloomsburg LLC, Emerihrt Roanoke LLC,... (Filed With SEC on March 8, 2012)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT Granger Cobb January 1, 2012 (Filed With SEC on January 26, 2012)

Third Amendment to Loan Agreement effective July 1, 2011 by and between Fretus Investors El Paso LP and Capmark Bank (Filed With SEC on November 4, 2011)

Second Amendment to Promissory Note dated July 1, 2011 in the amount of $4.35 million by and between Fretus Investors El Paso LP and Capmark Bank (Filed With SEC on November 4, 2011)

Second Amendment to Loan Agreement effective July 1, 2011 by and between four Delaware LLCs and Capmark Bank (Emerichip Everett LLC, Emerichip Phoenix LLC, Emerichip San Antonio... (Filed With SEC on November 4, 2011)

Second Amendment to Promissory Note dated July 1, 2011 in the amount of $26.2 million by and between four Delaware LLCs and Capmark Bank (Emerichip Everett LLC, Emerichip Phoenix... (Filed With SEC on November 4, 2011)

Third Amendment to Promissory Note dated July 1, 2011 in the amount of $8.0 million by and between PHNTUS LO Joliet SCU LLC and Capmark Bank (Filed With SEC on November 4, 2011)

Fannie Mae Multifamily Mortgage, Assignment of Rents and Security Agreement dated May 16, 2011 between Emerishire LLC and Wells Fargo Bank, N.A (Filed With SEC on November 4, 2011)

Multifamily Note dated May 16, 2011 in the amount of $14.1 million between Emerishire LLC and Wells Fargo Bank, N.A (Filed With SEC on November 4, 2011)

Fannie Mae Multifamily Mortgage, Assignment of Rents and Security Agreement dated July 8, 2001 between Emerimont LLC and Wells Fargo Bank, N.A (Filed With SEC on November 4, 2011)

Multifamily Note dated July 8, 2011 in the amount of $15.8 million between Emerimont LLC and Wells Fargo Bank, N.A (Filed With SEC on November 4, 2011)

Freddie Mac Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated July 6, 2011 between Emerivista LLC and Oak Grove Commercial Mortgage,... (Filed With SEC on November 4, 2011)

Multifamily Note dated July 6, 2011 in the amount of $6.075 million between Emerivista LLC and Oak Grove Commercial Mortgage, LLC (Filed With SEC on November 4, 2011)

Freddie Mac Multifamily Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing dated July 6, 2011 between Emerirock LLC and Oak Grove Commercial Mortgage, LLC (Filed With SEC on November 4, 2011)

Multifamily Note dated July 6, 2011 in the amount of $8.63 million between Emerirock LLC and Oak Grove Commercial Mortgage, LLC (Filed With SEC on November 4, 2011)

Freddie Mac Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated August 31, 2011 between Emerikeyt LO of Broadmoor LLC and KeyCorp Real Estate Capital... (Filed With SEC on November 4, 2011)

Multifamily Note dated August 31, 2011 in the amount of $9.99 million between Emerikeyt LO of Broadmoor LLC and KeyCorp Real Estate Capital Markets, Inc (Filed With SEC on November 4, 2011)

Freddie Mac Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated August 31, 2011 between The Inn at Grove City LLC and KeyCorp Real Estate Capital Markets,... (Filed With SEC on November 4, 2011)

Multifamily Note dated August 31, 2011 in the amount of $14.2 million between The Inn at Grove City LLC and KeyCorp Real Estate Capital Markets, Inc (Filed With SEC on November 4, 2011)

Freddie Mac Multifamily Mortgage, Assignment of Rents and Security Agreement dated August 31, 2011 between Emeritol Stonecreek Lodge LLC and KeyCorp Real Estate Capital Markets,... (Filed With SEC on November 4, 2011)

Multifamily Note dated August 31, 2011 in the amount of $4.57 million between Emeritol Stonecreek Lodge LLC and KeyCorp Real Estate Capital Markets, Inc (Filed With SEC on November 4, 2011)

PURCHASE AND SALE AGREEMENT (Filed With SEC on June 6, 2011)

Freddie Mac Multifamily Note Effective March 29, 2011 between Emerivent Bradenton LLC and (Filed With SEC on May 6, 2011)

Freddie Mac Multifamily Note Effective March 29, 2011 between Emerivent Brighton, LLC and (Filed With SEC on May 6, 2011)

THIRD AMENDMENT TO LOAN AGREEMENT (Filed With SEC on March 11, 2011)

FOURTH AMENDMENT TO MASTER LEASE (Filed With SEC on March 11, 2011)

LOAN AGREEMENT $28,000,000.00 AMONG EMERICHENAL LLC EMERICLEAR LLC and EMERIMAND LLC AS BORROWERS AND KEYBANK NATIONAL ASSOCIATION, AS LENDER Key Healthcare Finance 1301 5Th... (Filed With SEC on March 11, 2011)

PROMISSORY NOTE (Filed With SEC on March 11, 2011)

AGREEMENT (Filed With SEC on February 17, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on January 20, 2011)

EMERITUS CORPORATION SHARED OPPORTUNITIES AGREEMENT (Filed With SEC on January 20, 2011)

First Amendment to Loan Agreement dated June 30, 2009 between certain subsidiaries of registrant (Filed With SEC on November 9, 2009)

Second Amendment to Loan Agreement dated June 30, 2009 between certain subsidiaries of registrant (Filed With SEC on November 9, 2009)

First Amendment to Promissory Note of Emeri-Sky dated June 30, 2009 in the principal amount of (Filed With SEC on November 9, 2009)

First Amendment to Promissory Note of Emeriville SC LLC dated June 30, 2009 in the principal amount (Filed With SEC on November 9, 2009)

First Amendment Promissory Note of Emeripark SC LLC dated June 30, 2009 in the principal amount (Filed With SEC on November 9, 2009)

First Amendment to the Promissory Note of Emeritus Corporation dated May 1, 2009 in the principal (Filed With SEC on November 9, 2009)

Noncompetition Agreement dated April 10, 2009 between Registrant (Filed With SEC on August 6, 2009)

Noncompetition Agreement dated May 21, 2009 between Registrant (Filed With SEC on August 6, 2009)

Revolving Line of Credit Promissory Note dated June 30, 2009 in the principal (Filed With SEC on August 6, 2009)

Second Amendment to Credit Agreement dated March 4, 2009 by and (Filed With SEC on August 6, 2009)

Third Amendment to Credit Agreement dated March 4, 2009 by and (Filed With SEC on August 6, 2009)

SECONDAMENDMENT TO LOAN AGREEMENT (Amendedand Restated) (Filed With SEC on May 11, 2009)

FIRSTAMENDMENT TO PROMISSORY NOTE (AMENDEDAND RESTATED) (Filed With SEC on May 11, 2009)

SECONDAMENDMENT TO LOAN AGREEMENT (Filed With SEC on May 11, 2009)

FIRSTAMENDMENT TO PROMISSORY NOTE (Filed With SEC on May 11, 2009)

FIRSTAMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 11, 2009)

THIRDAMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (Filed With SEC on May 11, 2009)

SECONDAMENDMENT TO LOAN AGREEMENT (Filed With SEC on May 11, 2009)

THIRDAMENDMENT TO LOAN AGREEMENT (Filed With SEC on May 11, 2009)

MULTIFAMILYMORTGAGE, ASSIGNMENT OFRENTS AND SECURITYAGREEMENT (DELAWARE REVISION DATE 05-11-2004) (Filed With SEC on May 11, 2009)

EMERITUS CORPORATION (Filed With SEC on March 16, 2009)

First Amendment to Loan Agreement (Amended and Restated) dated April 25, 2008, among 23 (Filed With SEC on August 8, 2008)

Amended and Restated Promissory Note of borrower dated May 1, 2008, in the (Filed With SEC on August 8, 2008)

Freddie Mac Security, Assignment and Subordination Agreement For Operating Lease dated (Filed With SEC on August 8, 2008)

Multifamily Note dated April 25, 2008, between Fretus Investors Chandler LLC and (Filed With SEC on August 8, 2008)

Fannie Mae Multifamily Mortgage, Assignment of Rents and Security Agreement dated April (Filed With SEC on August 8, 2008)

Fannie Mae Subordination, Assignment and Security Agreement dated April (Filed With SEC on August 8, 2008)

Fannie Mae Multifamily Note dated April 30, 2008, in the principal amount of $5.3 million (Filed With SEC on August 8, 2008)

Fannie Mae Multifamily Note dated April 30, 2008, in the principal amount of $14.5 million (Filed With SEC on August 8, 2008)

Fannie Mae Multifamily Note dated April 30, 2008, in the principal amount of $5.6 million (Filed With SEC on August 8, 2008)

Loan Agreement dated April 25, 2008, by and between Emerikeyt Fairways of Augusta LLC (Filed With SEC on August 8, 2008)

Loan Agreement dated April 25, 2008, by and between Emerikeyt Lo of Broadmoor LLC (Filed With SEC on August 8, 2008)

Promissory Note dated April 25, 2008, Emerikeyt Fairways of Augusta LLC payable to (Filed With SEC on August 8, 2008)

Promissory Note dated April 25, 2008, Emerikeyt Lo of Broadmoor LLC payable to (Filed With SEC on August 8, 2008)

Promissory Note of Emeritus Corporation dated April 1, 2008, in the principal (Filed With SEC on August 8, 2008)

Asset Purchase Agreement dated June 9, 2008, by Emeritus Corporation and Health Care REIT (Filed With SEC on August 8, 2008)

First Amendment to the Asset Purchase Agreement dated June 30, 2008, by and between Emeritus (Filed With SEC on August 8, 2008)

Freddie Mac Multifamely Mortgage, Assignment of Rents and Security Agreement effective (Filed With SEC on August 8, 2008)

Freddie Mac Multifamily Note effective June 30, 2008, Emeritol Woods at Eddy Pond (Filed With SEC on August 8, 2008)

Promissory Note of Emeritus Corporation dated June 30, 2008, in the principal amount of $50.0 million payable to (Filed With SEC on August 8, 2008)

Amended and Restated Stock Option Plan for Nonemployee Directors (as amended through (Filed With SEC on May 9, 2008)

Amended and Restated 1998 Employee Stock Purchase Plan (as amended and restated (Filed With SEC on May 9, 2008)

First Amendment to Purchase and Sale Agreement dated March 25, 2008, by and among Nationwide (Filed With SEC on May 9, 2008)

Master Credit Facility Agreement dated April 1, 2008, by and among Borrowers signatory (Filed With SEC on May 9, 2008)

Master Promissory Note dated April 1, 2008, in the principal amount of $241,889,868. payable to (Filed With SEC on May 9, 2008)

Promissory Note of Emeritus Corporation dated March 31, 2008, in the principal (Filed With SEC on May 9, 2008)

CREDIT AGREEMENT (Filed With SEC on February 13, 2008)

REVOLVING LINE OF CREDIT NOTE (Filed With SEC on February 13, 2008)

EX 10.70.01 PURCHASE AND SALE AGREEMENT (Filed With SEC on February 12, 2008)

Employment Agreement by and between Granger Cobb and Emeritus Corporation, dated August 31, 2007 (Filed With SEC on September 4, 2007)

Underwriting Agreement, dated June 27, 2007, between Emeritus Corporation and UBS Securities LLC, as Managing Underwriter of the underwriters named therein (Filed With SEC on June 29, 2007)

Early Option Letter between Health Care REIT, Inc. and certain Affiliates and Emeritus Corporation, Purchase of Park Club of Fort Meyers (Filed With SEC on June 20, 2007)

Early Option Letter between Health Care REIT, Inc. and certain Affiliates and Emeritus Corporation, Purchase of Pavilion at Crossing Point, Orlando FL (Filed With SEC on June 20, 2007)

Early Option Letter between Health Care REIT, Inc. and certain Affiliates and Emeritus Corporation, Purchase of Springtree, Sunrise, FL (Filed With SEC on June 20, 2007)

Purchase and Sale Agreement dated June 14, 2007, by and among HCPI; HCPI Trust; Emeritus Realty V, LLC; ESC-La Casa Grande, LLC; Texas HCP Holding, LP; HCP AL of Florida, LLC; and... (Filed With SEC on June 20, 2007)

Purchase and Sale Agreement dated June 8, 2007, by and between Wegman/Manor Number One thru Number Four , LLC, and Emeritus Corporation (Filed With SEC on June 14, 2007)

Agreement of Sale and Purchase entered into by Sellers HR Acquisition I Corporation, HR Acquisition for (Filed With SEC on May 10, 2007)

Loan Agreement by and among 12 Delaware limited liability companies or limited partnerships listed on (Filed With SEC on May 10, 2007)

Promissory Note for $88,000,000;the undersigned limited liability companies and limited partnerships (Filed With SEC on May 10, 2007)

Promissory Note for $13,600,000;the undersigned limited liability companies and limited partnerships (Filed With SEC on May 10, 2007)

Assisgnment and Assumption of Loan and Loan Documents by and between Healthcare Reality Trust (Filed With SEC on May 10, 2007)

Purchase and Sale Agreement and Joint Escrow Instructions by and Between HCPI Trust "Seller" and (Filed With SEC on May 10, 2007)

Loan Agreement by and among Emeri-Sky SC LLC, Emerivell SC LLC, and Emeripark SC LLC "Borrowers (Filed With SEC on May 10, 2007)

Promissory Note $13.12 million Emeri-Sky (Skylyn) promises to pay to the order of CAPMARK BANK (Filed With SEC on May 10, 2007)

Promissory Note $6.0 million Emerivill SC LLC (Village) promises to pay to the order of CAPMARK BANK (Filed With SEC on May 10, 2007)

Promissory Note $4.48 million Emeripark SC LLC (Park) promises to pay to the order of CAPMARK BANK (Filed With SEC on May 10, 2007)

Frank Ruffo (Filed With SEC on May 10, 2007)

Gary Becker (Filed With SEC on May 10, 2007)

Lease Termination Agreement by and among HR Acquisition I Corporation, HR Acquisition of (Filed With SEC on May 10, 2007)

Lease Termination Agreement by HR Acquisition of San Antonio, LTD, and ESC IV, LP (Filed With SEC on May 10, 2007)

Sixth Amendment to Amended and Restated Master Lease is among Health Care Property Investors, Inc (Filed With SEC on May 10, 2007)

2.1 Agreement and Plan of Merger dated as of March 29, 2007 by and among Emeritus Corporation, Boston Project Acquisition Corp., Summerville Senior Living, Inc. AP Summerville,... (Filed With SEC on April 2, 2007)

10.1 Amended and Restated Shareholders Agreement dated as of March 29, 2007 by and among Emeritus Corporation, AP Summerville, LLC, AP Summerville II, LLC, Apollo Real Estate... (Filed With SEC on April 2, 2007)

10.2 Registration Rights Agreement dated as of March 29, 2007 by and among Emeritus Corporation, AP Summerville, LLC, AP Summerville II, LLC, Apollo Real Estate Investment Fund... (Filed With SEC on April 2, 2007)

EMERITUS CORPORATION 2006 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE (Filed With SEC on November 3, 2006)

EMERITUS CORPORATION AMENDED AND RESTATED AGREEMENT REGARDING 6.25% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2006 (Filed With SEC on October 18, 2005)

FIRST AMENDMENT TO AMENDED AND RESTATED MASTER LEASE AGREEMENT (Filed With SEC on August 15, 2005)

THIRD AMENDMENT TO LEASE AGREEMENT (HENDERSON, TX) Dated as of June 30, 2005 (the Effective Date) (Filed With SEC on August 15, 2005)

THIRD AMENDMENT TO LEASE AGREEMENT (MCKINNEY, TX) Dated as of June 30, 2005 (the Effective Date) (Filed With SEC on August 15, 2005)

THIRD AMENDMENT TO LEASE AGREEMENT (OAKWELL, TX) Dated as of June 30, 2005 (the Effective Date) (Filed With SEC on August 15, 2005)

FIRST AMENDMENT TO LEASE AGREEMENT (MASTER LEASE) Dated as of June 30, 2005 (the Effective Date) (Filed With SEC on August 15, 2005)

Real Property Purchase and Sale Agreement Green Valley, Arizona (Filed With SEC on August 15, 2005)

EMERITUS CORPORATION AGREEMENT REGARDING SERIES B CONVERTIBLE PREFERRED STOCK (Filed With SEC on August 15, 2005)

LOAN AGREEMENT BETWEEN HEALTHCARE REALTY TRUST INCORPORATED AND EMERITUS CORPORATION June 30, 2005 TABLE OF CONTENTS (Filed With SEC on August 15, 2005)

PROMISSORY NOTE (Filed With SEC on August 15, 2005)

Agreement, dated June 30, 2005, between Emeritus Corporation and Saratoga Partners IV, LP, Saratoga Management Company LLC, Saratoga Coinvestment IV LLC and Columbia Select, L.P.... (Filed With SEC on July 7, 2005)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FEBC-ALT INVESTORS LLC as of June 29, 2005, by and among, FIT-ALT INVESTOR LLC and NW SELECT LLC and EMERITUS... (Filed With SEC on July 1, 2005)

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of June 29, 2005, is by and among NW SELECT LLC, EMERITUS CORPORATION, FIT-ALT INVESTOR LLC, and BROOKDALE SENIOR LIVING INC (Filed With SEC on July 1, 2005)

STOCKHOLDERS AND VOTING AGREEMENT BY AND AMONG BROOKDALE SENIOR LIVING INC., FIT-ALT INVESTOR LLC EMERITUS CORPORATION and NW SELECT LLC (Filed With SEC on July 1, 2005)

Second Amended and Restated Note between Emeritus Corporation and Healthcare Realty Trust Incorporated and dated as of March 3, 2005 (Filed With SEC on March 9, 2005)

Loan Purchase Agreement among Healthcare Realty Trust Incorporated, Health Care REIT, Inc., and Emeritus Corporation and dated as of March 3, 2005 (Filed With SEC on March 9, 2005)

Intercreditor Agreement between Health Care REIT, Inc. and Healthcare Realty Trust Incorporated and dated as of March 3, 2005 (Filed With SEC on March 9, 2005)

Second Amended and Restated Loan Agreement between Healthcare Realty Trust and Emeritus Corporation and dated as of March 3, 2005 (Filed With SEC on March 9, 2005)

R E C I T A L S: (Filed With SEC on January 27, 2005)

LEASE (Filed With SEC on January 27, 2005)

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EMERITUS CORP Contracts & Agreements