STOCKHOLDERS AGREEMENT BY AND AMONG BROOKDALE SENIOR LIVING INC., FIT-ALT INVESTOR LLC, FORTRESS BROOKDALE ACQUISITION LLC, FORTRESS INVESTMENT TRUST II

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                                                                     EXHIBIT 4.2

                              STOCKHOLDERS AGREEMENT

                                  BY AND AMONG

                          BROOKDALE SENIOR LIVING INC.,

                               FIT-ALT INVESTOR LLC,

                       FORTRESS BROOKDALE ACQUISITION LLC,

                          FORTRESS INVESTMENT TRUST II

                                       and

                                 HEALTH PARTNERS
                         
                          Dated as of November 28, 2005



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<TABLE>
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ARTICLE I DEFINITIONS.................................................................................    1

Section 1.1   Defined Terms.............................................................................   1

ARTICLE II TRANSFER...................................................................................    6

Section 2.1   Binding Effect on Transferees............................................................    6

Section 2.2   Additional Purchases.....................................................................    7

Section 2.3   Charter Provisions.......................................................................    7

Section 2.4   Legend...................................................................................    7

ARTICLE III BOARD OF DIRECTORS........................................................................    7

Section 3.1   Board....................................................................................    7

ARTICLE IV REPRESENTATIONS OF EACH STOCKHOLDER........................................................    9

Section 4.1   Due Organization, Authorization..........................................................    9

Section 4.2   Enforceability, Etc......................................................................    9

Section 4.3   No Conflicts.............................................................................    9

Section 4.4   Governmental Approvals...................................................................    9

Section 4.5   Litigation...............................................................................   10

Section 4.6   Title to the Shares......................................................................   10

ARTICLE V REGISTRATION RIGHTS.........................................................................   10

Section 5.1   Demand Registration......................................................................   10

Section 5.2   Piggyback Registrations..................................................................   12

Section 5.3   Shelf Registration.......................................................................   14

Section 5.4   Withdrawal Rights........................................................................   15

Section 5.5   Holdback Agreements......................................................................   16

Section 5.6   Registration Procedures..................................................................   16

Section 5.7   Registration Expenses....................................................................   20

Section 5.8   Indemnification..........................................................................   21

ARTICLE VI MISCELLANEOUS..............................................................................   24

Section 6.1   Headings.................................................................................   24

Section 6.2   Entire Agreement.........................................................................   24

Section 6.3   Further Actions; Cooperation.............................................................   24

Section 6.4   Notices..................................................................................   24

Section 6.5   Applicable Law...........................................................................   26

Section 6.6   Severability.............................................................................   26
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<TABLE>
<S>                                                                                                      <C>
Section 6.7   Successors and Assigns...................................................................   26

Section 6.8   Amendments...............................................................................   27

Section 6.9   Waiver...................................................................................   27

Section 6.10 Counterparts.............................................................................   27

Section 6.11 Submission to Jurisdiction...............................................................   27

Section 6.12 Injunctive Relief........................................................................   27

Section 6.13 Recapitalizations, Exchanges, Etc. Affecting the shares of Common Stock; New Issuances...   28

Section 6.14 Termination..............................................................................   28

Section 6.15 Rule 144.................................................................................   28
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                             STOCKHOLDERS AGREEMENT

                                       OF

                          BROOKDALE SENIOR LIVING INC..
                               

            THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of
November 28, 2005, by and among Brookdale Senior Living Inc., a Delaware
corporation (the "Company"), FIT-ALT Investor LLC, a Delaware limited liability
company ("FIT-ALT"), Fortress Brookdale Acquisition LLC, a Delaware limited
liability company ("FBA"), Fortress Investment Trust II, a Delaware business
trust ("FIT"), and Health Partners, a Bermuda exempted partnership ("HP"). FBA,
FIT, FIT-ALT and HP are referred to herein individually as an "Initial
Stockholder" and collectively referred to herein as the "Initial Stockholders."
Certain capitalized terms used in this Agreement are defined in Article I.
Unless otherwise indicated, references to articles and sections shall be to
articles and sections of this Agreement.

            WHEREAS, each Initial Stockholder is the holder of shares of Common
Stock (as hereinafter defined);

            WHEREAS, the Initial Stockholders desire to regulate the sale,
assignment, transfer, encumbrance or other disposition of Company Securities (as
hereinafter defined) and to provide for certain rights and obligations in
respect thereto as hereinafter provided;

            WHEREAS, the Company has agreed to provide the registration rights
set forth herein; and

            WHEREAS, the Stockholders (as hereinafter defined) deem it in their
best interests and in the best interests of the Company to provide for certain
arrangements with respect to the management of the Company and desire to enter
into this Agreement in order to effectuate such purpose and to set forth certain
of their respective rights and obligations in connection with their investment
in the Company.

            NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

            Section 1.1 Defined Terms. For purposes of this Agreement, the
following terms shall have the following meanings:



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                  (a) "Additional Registration Rights Agreement" shall mean the
Registration Rights Agreement, dated June 29, 2005, between the Company,
Emeritus Corporation and NW Select LLC.

                  (b) "Additional Sellers" shall mean those Persons which are
entitled to demand and "piggyback" registration rights with respect to shares of
Common Stock owned by them pursuant to the Additional Registration Rights
Agreement.

                  (c) "Additional Shares" shall mean the "Registrable
Securities" (as such term is defined in the Additional Registration Rights
Agreement) held by the Additional Sellers.

                  (d) "Affiliate" shall have the meaning set forth in Rule 12b-2
promulgated under the Exchange Act; provided that no Stockholder shall be deemed
an Affiliate of any other Stockholder solely by reason of any investment in the
Company.

                  (e) "Agreement" shall have the meaning assigned to it in the
introductory paragraph.

                  (f) A Person shall be deemed to "Beneficially Own" securities
if such Person is deemed to be a "beneficial owner" within the meaning of Rules
13d-3 and 13d-5 under the Exchange Act as in effect on the date of this
Agreement.

                  (g) "Board" shall have the meaning assigned to it in Section
3.1(a).

                  (h) "Capital Stock" shall mean and include (i) any and all
shares, interests, participations or other equivalents of or interests in
(however designated) corporate stock of any Person, including, without
limitation, shares of preferred or preference stock, (ii) all partnership
interests (whether general or limited) in any Person which is a partnership,
(iii) all membership interests or limited liability company interests in any
limited liability company and (iv) all equity or ownership interests in any
Person of any other type.

                  (i) "Commission" shall mean the United States Securities and
Exchange Commission or any successor agency.

                  (j) "Common Stock" shall mean the Company's common stock, par
value $0.01 per share and any and all securities of any kind whatsoever of the
Company which may be issued and outstanding on or after the date hereof in
respect of, in exchange for, or upon conversion of shares of Common Stock
pursuant to a merger, consolidation, stock split, stock dividend,
recapitalization of the Company or otherwise.

                  (k) "Company" shall have the meaning assigned to it in the
introductory paragraph.


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                  (l) "Company Securities" shall mean (i) any Common Stock and
(ii) any other securities of the Company entitled to vote generally in the
election of directors of the Company.

                  (m) "Demand" shall have the meaning assigned to it in Section
5.1(a).

                  (n) "Demand Registration" shall have the meaning assigned to
it in Section 5.1(a).

                  (o) "Emeritus/NW Select Demand Registration" shall have the
meaning assigned to "Demand Registration" in the Registration Rights Agreement,
dated the date hereof, by and among the Company, Emeritus Corporation and NW
Select LLC.

                  (p) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder.

                  (q) "FBA" shall have the meaning assigned to it in the
introductory paragraph.

                  (r) "FIG Advisors" shall mean FIG Advisors LLC, a Delaware
limited liability company, or any other Person designated as "FIG Advisors" by
Fortress Investment Group LLC in a written notice to the Company.

                  (s) "FIT" shall have the meaning assigned to it in the
introductory paragraph.

                  (t) "FIT-ALT" shall have the meaning assigned to it in the
introductory paragraph.

                  (u) "Form S-3" shall have the meaning assigned to it in
Section 5.3(a).

                  (v) "Fortress Stockholders" shall mean collectively FBA, FIT
and FIT-ALT.

                  (w) "HP" shall have the meaning assigned to it in the
introductory paragraph.

                  (x) "Initial Public Offering" shall mean the initial public
offering of Common Stock pursuant to an effective registration statement under
the Securities Act.

                  (y) The terms "Initial Stockholder" and "Initial Stockholders"
shall each have the meaning assigned to such term in the introductory paragraph.

                  (z) "Inspectors" shall have the meaning assigned to it in
Section 5.6(a)(viii).

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                  (aa) "Liens" shall have the meaning assigned to it in Section
4.3.

                  (bb) "Losses" shall have the meaning assigned to it in Section
5.8(a).

                  (cc) "NYSE" means the New York Stock Exchange.

                  (dd) "Other Demanding Sellers" shall have the meaning assigned
to it in Section 5.2(b).

                  (ee) "Other Proposed Sellers" shall have the meaning assigned
to it in Section 5.2(b).

                  (ff) "Partner Permitted Transferee" shall mean those Permitted
Transferees of HP or any of its Permitted Transferees specified in clauses
(iii)(A) and (D) of the definition of "Permitted Transferee" contained herein.

                  (gg) "Piggyback Notice" shall have the meaning assigned to it
in Section 5.2(a).

                  (hh) "Piggyback Registrable Amount" shall mean an amount of
Common Stock equal to 1% of the Common Stock issued and outstanding immediately
after the consummation of the Initial Public Offering.

                  (ii) "Piggyback Registration" shall have the meaning assigned
to it in Section 5.2(a).

                  (jj) "Piggyback Seller" shall have the meaning assigned to it
in Section 5.2(a).

                  (kk) "Piggyback Stockholder" shall mean (i) the Initial
Stockholders and (ii) each Permitted Transferee who becomes a party to or bound
by the provisions of this Agreement in accordance with the terms hereof or
Permitted Transferee thereof who is entitled to enforce the provisions of this
Agreement in accordance with the terms hereof, in the case of clauses (i) and
(ii), to the extent that such Initial Stockholder (irrespective of whether or
not such Initial Stockholder owns any Registrable Securities) or such Permitted
Transferee, together with its respective Permitted Transferees (other than any
other Initial Stockholders), holds at least a Piggyback Registrable Amount.

                   (ll) "Permitted Transferee" shall mean, with respect to each
Stockholder, (i) any other Stockholder, (ii) such Stockholder's Affiliates and
(iii) in the case of any Stockholder, (A) any general or limited partner or
member of such Stockholder, (B) any corporation, partnership, limited liability
company or other entity that is an Affiliate of such Stockholder or any general
or limited partner of such Stockholder (collectively, "Stockholder Affiliates"),
(C) any investment funds managed directly or indirectly by such Stockholder or
any Stockholder Affiliates (a "Stockholder Fund"), (D) any general or limited
partner of any Stockholder Fund, (E) any managing director, general partner,
director, limited partner, officer or employee of any Stockholder


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Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor,
administrator, testamentary trustee, legatee or beneficiary of any of the
foregoing persons described in this clause (E) (collectively, "Stockholder
Associates") or (F) any trust, the beneficiaries of which, or any corporation,
limited liability company or partnership, the stockholders, members or general
or limited partners of which consist solely of any one or more of such
Stockholder, any general or limited partner of such Stockholder, any Stockholder
Affiliates, any Stockholder Fund, any Stockholder Associates, their spouses or
their lineal descendants.

                  (mm) "Person" shall mean any individual, firm, corporation,
partnership, limited liability company or other entity, and shall include any
successor (by merger or otherwise) of such entity.

                  (nn) "Public Offering" shall mean an offering of equity
securities of the Company pursuant to an effective registration statement under
the Securities Act, including an offering in which Stockholders are entitled to
sell Common Stock pursuant to the terms of this Agreement.

                  (oo) "Records" shall have the meaning assigned to it in
Section 5.6(a)(viii).

                  (pp) "Registrable Amount" shall mean an amount of Common Stock
equal to 5% of the Common Stock issued and outstanding immediately after the
consummation of the Initial Public Offering.

                  (qq) "Registrable Securities" shall mean any Common Stock
currently owned or hereafter acquired by any Stockholder. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities
when (x) a registration statement registering such securities under the
Securities Act has been declared effective and such securities have been sold or
otherwise transferred by the holder thereof pursuant to such effective
registration statement or (y) such securities are sold in accordance with Rule
144 (or any successor provision) promulgated under the Securities Act.

                  (rr) "Requested Information" shall have the meaning assigned
to it in Section 5.8(g).

                  (ss) "Requesting Stockholder" shall have the meaning assigned
to it in Section 5.1(a).

                  (tt) "Securities Act" shall mean the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.

                  (uu) "Selling Holders" shall have the meaning assigned to it
in Section 5.6(a)(i).

                  (vv) "Shelf Notice" shall have the meaning assigned to it in
Section 5.3(a).

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                  (ww) "Shelf Registration Statement" shall have the meaning
assigned to it in Section 5.3(a).

                  (xx) "Stockholders" shall mean (i) the Initial Stockholders
and (ii) each Permitted Transferee who becomes a party to or bound by the
provisions of this Agreement in accordance with the terms hereof or Permitted
Transferee thereof who is entitled to enforce the provisions of this Agreement
in accordance with the terms hereof, in the case of clauses (i) and (ii), to the
extent that such Initial Stockholder (irrespective of whether or not such
Initial Stockholder owns any Registrable Securities) or such Permitted
Transferee, together with its respective Permitted Transferees (other than any
other Initial Stockholders), hold at least a Registrable Amount.

                  (yy) "Suspension Period" shall have the meaning assigned to it
in Section 5.3(d).

                  (zz) "Transfer" shall mean, with respect to any Company
Securities, (i) when used as a verb, to sell, assign, dispose of, exchange,
pledge, encumber, hypothecate or otherwise transfer such Company Securities or
any participation or interest therein, whether directly or indirectly, or agree
or commit to do any of the foregoing and (ii) when used as a noun, a direct or
indirect sale, assignment, disposition, exchange, pledge, encumbrance,
hypothecation, or other transfer of such Company Securities or any participation
or interest therein or any agreement or commitment to do any of the foregoing.

                  (aaa) "Underwritten Offering" shall mean a sale of securities
of the Company to an underwriter or underwriters for reoffering to the public.

                  (bbb) "Voting Power of the Company" shall mean the total
number of votes that may be cast in the election of directors of the Company if
all Company Securities were present and voted at a meeting held for such
purpose.

                                   ARTICLE II

                                    TRANSFER

            Section 2.1 Binding Effect on Transferees. Prior to any Transfer by
a Stockholder of Company Securities to a Permitted Transferee (other than a
Partner Permitted Transferee), the transferring Stockholder shall cause the
transferee to execute an agreement on the same terms and conditions set forth
herein, providing that such transferee shall be bound by and shall fully comply
with the terms of this Agreement (including the provisions of Article IV with
respect to the Company Securities being transferred to such transferee) and
shall become a Stockholder hereunder; provided, however, that prior to any
Transfer to a Partner Permitted Transferee, the transferring Stockholder shall
cause such Partner Permitted Transferee to execute a joinder agreement whereby
such Partner Permitted Transferee shall agree to be bound by the provisions of


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Section 5.5 hereof. For the avoidance of doubt, no Partner Permitted Transferee
shall be deemed to have any other rights hereunder, including any right to have
shares of Company Securities registered pursuant to Article V hereof.

            Section 2.2 Additional Purchases. Any Company Securities owned by a
Stockholder on or after the date of this Agreement shall be subject to the terms
and conditions of this Agreement.

            Section 2.3 Charter Provisions. No amendment shall be made to the
Company's Certificate of Incorporation as in effect as of the date of this
Agreement in a manner that would (a) add restrictions to the transferability of
the Company Securities by any Stockholder who was an original party to this
Agreement and who (or whose Permitted Transferee) remains a "Stockholder" at the
time of such an amendment, which restrictions are beyond those provided for in
the Company's Certificate of Incorporation, this Agreement or the securities
laws or (b) nullify any of the rights of any Stockholder who was an original
party to this Agreement and who (or whose Permitted Transferee) remains a
"Stockholder" at the time of such amendment, which rights are explicitly
provided for in this Agreement, unless, in each such case, such amendment shall
have been approved by such Stockholder.

            Section 2.4 Legend. Each certificate representing Company Securities
issued to a Stockholder shall be stamped or otherwise imprinted with a legend in
substantially the following form:

            "The shares represented by this certificate are subject to the
            provisions contained in the Stockholders Agreement dated as of
            ________, 2005 among certain of the stockholders of the Corporation
            named therein."

                                    ARTICLE III

                               BOARD OF DIRECTORS

            Section 3.1 Board.

                  (a) For so long as this Agreement is in effect, each of the
Stockholders shall vote or cause to be voted all of the Company Securities held
of record or beneficially owned by such Stockholder and take all other
reasonably necessary action so as to elect to the board of directors of the
Company (the "Board"), and to continue in office not more than seven (7)
directors which shall include (x) those directors designated by FIG Advisors
pursuant to Section 3.1(b) and (y) the director designated by HP pursuant to
Section 3.1(c). The Stockholders shall cause the Company to take all necessary
or desirable action within its control to give effect to the provisions of this
Section 3.1. The Company shall use its reasonable efforts so that a sufficient
number of "independent directors" (as such term is defined in the applicable
NYSE listing standards from time to time) are members of the Board in order for
the Company to comply with
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the applicable listing standards of the NYSE without reliance on the "controlled
company" exception contemplated thereby.

                  (b) So long as the Fortress Stockholders and their Permitted
Transferees have Beneficial Ownership of:

                        (i) more than 50% of the Voting Power of the Company,
FIG Advisors shall be entitled to designate four directors to the Board,

                        (ii) less than 50% but more than 25% of the Voting Power
of the Company, FIG Advisors shall be entitled to designate three directors to
the Board,

                        (iii) less than 25% but more than 10% of the Voting
Power of the Company, FIG Advisors shall be entitled to designate two directors
to the Board, and

                        (iv) less than 10% but more than 5% of the Voting Power
of the Company, FIG Advisors shall be entitled to designate one director to the
Board.

Each of the Stockholders shall vote or cause to be voted all of the Company
Securities held of record or beneficially owned by such Stockholder and take all
other reasonably necessary action so as to effect the purpose of this Section
3.1(b).

                  (c) So long as HP and its Permitted Transferees (other than
any Partner Permitted Transferee) have Beneficial Ownership of more than 5% of
the Voting Power of the Company, HP shall be entitled to designate one director
to the Board. Each of the Stockholders shall vote or cause to be voted all of
the Company Securities held of record or beneficially owned by such Stockholder
and take all other reasonably necessary action so as to effect the purpose of
this Section 3.1(c).

                  (d) If either FIG Advisors or HP notifies the other
Stockholders of its desire to remove, with or without cause, any director
previously designated by it, each Stockholder shall vote or cause to be voted
all of the shares of Company Securities held or record or beneficially owned by
such Stockholder and take all other necessary actions to cause the removal of
any director designated by FIG Advisors or HP, as the case may be, pursuant to
this Section 3.1(d).

                  (e) In the event that any designee of either FIG Advisors or
HP shall for any reason cease to serve as a member of the Board during his term
of office, the resulting vacancy on the Board will be filled by an individual
designated by FIG Advisors or HP, as the case may be, and each of the
Stockholders shall vote or cause to be voted all of the Company Securities held
of record or beneficially by such Stockholder and take all other reasonably
necessary action so as to effect the purpose of this Section 3.1(e).

                  (f) If at any time the number of directors entitled to be
designated by either of FIG Advisors or HP pursuant to this Section 3.1 would
decrease, within 10 days thereafter, FIG Advisors or HP, as applicable, shall
cause a sufficient number of

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directors designated by it to resign from the board so that the number of
directors designated by it on the Board after such resignation(s) equals the
number of directors FIG Advisors or HP, as applicable, would have been entitled
to designate had an election of directors taken place at such time. Any
vacancies created by a resignation required by this Section 3.1(f) shall be
filled by a majority vote of the Board.

                                   ARTICLE IV

                      REPRESENTATIONS OF EACH STOCKHOLDER

            Each Stockholder hereby represents and warrants to each other
Stockholder as follows:

            Section 4.1 Due Organization, Authorization. Such Stockholder is
either (a) duly organized, validly existing and in good standing under the laws
of its jurisdiction of organization or (b) a natural person that is competent
and has legal capacity to execute, deliver and perform its obligations under
this Agreement. The execution, delivery and performance by such Stockholder of
this Agreement, if not a natural person, and the consummation by such
Stockholder of the transactions contemplated hereby, have been duly authorized
by all necessary corporate and other action on its part.

            Section 4.2 Enforceability, Etc. This Agreement has been duly
executed and delivered by such Stockholder. This Agreement constitutes a legal,
valid and binding obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, subject to any limitations imposed by
bankruptcy, insolvency, or other laws of general application relating to
enforcement of creditors' rights or general equity principles.

            Section 4.3 No Conflicts. The execution, delivery and performance of
this Agreement by such Stockholder and the consummation by such Stockholder of
the transactions contemplated hereby will not (a) result in a violation of, be
in conflict with or constitute a default (with or without notice or lapse of
time or both) under (i) any law applicable to such Stockholder or any of its
assets, (ii) any provision of its organizational documents, if such Stockholder
is not a natural person, (iii) any order or judgment of any court or other
agency of government applicable to such Stockholder or any of its assets or (iv)
any contractual restriction binding on or affecting such Stockholder or any of
its assets or (b) result in the creation or imposition of any lien, mortgage,
pledge, claim, right, charge, security interest or other restriction or
encumbrance (collectively, "Liens") upon any of such Stockholder's assets,
including the shares of Common Stock.

            Section 4.4 Governmental Approvals. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
instrumentality, including under federal or state law or otherwise, is required
to be obtained or made by or with respect to such Stockholder in connection with
its execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby by such Stockholder (other than those which are
not material).

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            Section 4.5 Litigation. There is no lawsuit, claim, proceeding or
investigation pending or threatened by or against such Stockholder or any of its
properties, assets, operations, businesses or prospects, which relates to the
transactions contemplated by this Agreement.

            Section 4.6 Title to the Shares. Such Stockholder owns the Company
Securities owned by it free and clear of any Liens.

                                   ARTICLE V

                               REGISTRATION RIGHTS

            Section 5.1 Demand Registration.

                  (a) At any time after the six month anniversary of the date
hereof, any Persons that on the date a Demand (as hereafter defined) is made
constitute a Stockholder (a "Requesting Stockholder") shall be entitled to make
a written request of the Company (a "Demand") for registration under the
Securities Act of an amount of Registrable Securities that, when taken together
with the amounts of Registrable Securities requested to be registered under the
Securities Act by such Requesting Stockholder's Affiliates, equals or is greater
than the Registrable Amount (based on the number of Registrable Securities
outstanding on the date such Demand is made) (a "Demand Registration") and
thereupon the Company will, subject to the terms of this Agreement, use its
commercially reasonable efforts to effect the registration under the Securities
Act of:

                        (i) the Registrable Securities which the Company has
been so requested to register by the Requesting Stockholders for disposition in
accordance with the intended method of disposition stated in such Demand;

                         (ii) all other Registrable Securities which the Company
has been requested to register pursuant to Section 5.1(b); and

                        (iii) all shares of Common Stock which the Company may
elect to register in connection with any offering of Registrable Securities
pursuant to this Section 5.1, but subject to Section 5.1(g);

all to the extent necessary to permit the disposition (in accordance with the
intended methods thereof) of the Registrable Securities and the additional
Common Stock, if any, to be so registered.

                  (b) A Demand shall specify: (i) the aggregate number of
Registrable Securities requested to be registered in such Demand Registration,
(ii) the intended method of disposition in connection with such Demand
Registration, to the extent then known and (iii) the identity of the Requesting
Stockholder (or Requesting Stockholders). Within five days after receipt of a
Demand, the Company shall give written notice of such Demand to any other
Persons that on the date a Demand is

                                       10
<PAGE>

delivered to the Company constitute a Stockholder. Subject to Section 5.1(g),
the Company shall include in the Demand Registration covered by such Demand all
Registrable Securities with respect to which the Company has received a written
request for inclusion therein within ten days after the Company's notice
required by this paragraph has been given. Such written request shall comply
with the requirements of a Demand as set forth in this Section 5.1(b).

                  (c) Each Stockholder shall be entitled to an aggregate of two
Demand Registrations.

                  (d) A Demand Registration shall not be deemed to have been
effected and shall not count as a Demand (i) unless a registration statement
with respect thereto has become effective and has remained effective for a
period of at least 60 days (or such shorter period in which all Registrable
Securities included in such Demand Registration have actually been sold
thereunder), (ii) if, after it has become effective, such Demand Registration
becomes subject to any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason or (iii) if
the conditions to closing specified in the purchase agreement or underwriting
agreement entered into in connection with such Demand Registration are not
satisfied, other than by reason of some act or omission by such Requesting
Stockholders.

                  (e) Demand Registrations shall be on such appropriate
registration form of the Commission as shall be selected by the Requesting
Stockholders and shall be reasonably acceptable to the Company.

                  (f) The Company shall not be obligated to (i) maintain the
effectiveness of a registration statement under the Securities Act, filed
pursuant to a Demand Registration, for a period longer than 60 days or (ii)
effect any Demand Registration (A) within six months of a "firm commitment"
Underwritten Offering in which all Piggyback Stockholders were given "piggyback"
rights pursuant to Section 5.2 (subject to Section 5.1(g)) and at least 50% of
the number of Registrable Securities requested by such Stockholders to be
included in such Demand Registration were included, (B) within four months of
any other Demand Registration or Emeritus/NW Select Demand Registration or (C)
if, in the Company's reasonable judgment, it is not feasible for the Company to
proceed with the Demand Registration because of the unavailability of audited
financial statements. In addition, the Company shall be entitled to postpone
(upon written notice to all Stockholders) for up to 120 days the filing or the
effectiveness of a registration statement for any Demand Registration (but no
more than twice in any period of 12 consecutive months) if the Board determines
in good faith and in its reasonable judgment that the filing or effectiveness of
the registration statement relating to such Demand Registration would cause the
disclosure of material, non-public information that the Company has a bona fide
business purpose for preserving as confidential. In the event of a postponement
by the Company of the filing or effectiveness of a registration statement for a
Demand Registration, the holders of a majority of Registrable Securities held by
the Requesting Stockholder(s) shall have the right to withdraw such Demand in
accordance with Section 5.4.

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                  (g) The Company shall not include any securities other than
Registrable Securities and Additional Shares in a Demand Registration, except
with the written consent of Stockholders participating in such Demand
Registration that hold a majority of the Registrable Securities included in such
Demand Registration. If, in connection with a Demand Registration, any managing
underwriter (or, if such Demand Registration is not an Underwritten Offering, a
nationally recognized independent investment bank selected by FIG Advisors or
any of the Permitted Transferees of either of the Fortress Stockholders (to the
extent a Stockholder hereunder), reasonably acceptable to the Company, and whose
fees and expenses shall be borne solely by the Company) advises the Company, in
writing, that, in its opinion, the inclusion of all of the securities, including
securities of the Company that are not Registrable Securities, sought to be
registered in connection with such Demand Registration would adversely affect
the marketability of the Registrable Securities sought to be sold pursuant
thereto, then the Company shall include in such registration statement only such
securities as the Company is advised by such underwriter can be sold without
such adverse effect as follows and in the following order of priority: (i)
first, up to the number of Registrable Securities requested to be included in
such Demand Registration by the Stockholders, which, in the opinion of the
underwriter can be sold without adversely affecting the marketability of the
offering, pro rata among such Stockholders requesting such Demand Registration
on the basis of the number of such securities requested to be included by such
Stockholders and such Stockholders that are Piggyback Sellers; (ii) second,
securities the Company proposes to sell; and (iii) third, all other securities
of the Company duly requested to be included in such registration statement, pro
rata on the basis of the amount of such other securities requested to be
included or such other method determined by the Company.

                  (h) Anytime that a Demand Registration involves an
Underwritten Offering, the Company shall select the investment banker or
investment bankers and managers that will serve as lead and co-managing
underwriters with respect to the offering of such Registrable Securities.

            Section 5.2 Piggyback Registrations.

                  (a) Subject to the terms and conditions hereof, whenever the
Company proposes to register any of its equity securities under the Securities
Act (other than a registration by the Company on a registration statement on
Form S-4 or a registration statement on Form S-8 or any successor forms thereto)
(a "Piggyback Registration"), whether for its own account or for the account of
others, the Company shall give the Piggyback Stockholders prompt written notice
the