PURCHASE AGREEMENT

EXHIBIT 10.28

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LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1994-1

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PURCHASE AGREEMENT

Dated November 16, 1994

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LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1994-1

PURCHASE AGREEMENT
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November 16, 1994



Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

LTC REMIC Corporation, a Delaware corporation (the "Company"), LTC
Properties, Inc., a Maryland corporation, as originator ("LTC"), hereby agree
with Goldman Sachs & Co., a New York limited partnership (the "Purchaser"), as
follows:

1. The Certificates. The Company expects to enter into a Transfer
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and Repurchase Agreement to be dated as of November 1, 1994 (the "Transfer
Agreement"), which will provide for the transfer by LTC to the Company of all of
the right, title and interest of LTC in a pool of mortgage loans (the "Mortgage
Loans") secured by first and second mortgage liens on properties that provide
healthcare and/or long-term nursing care (the "Mortgaged Properties"), together
with certain related assets. The Company, in its capacity as depositor, expects
to enter into a Pooling and Servicing Agreement, to be dated as of November 1,
1994 (the "Pooling Agreement"), with Marine Midland Bank, as trustee (the
"Trustee"), Bankers Trust Company, as master servicer (the "Master Servicer")
and LTC, as special servicer and originator. In addition, LTC will enter into a
subservicing agreement to be dated as of November 1, 1994 with Bankers Trust
Company (the "Subservicing Agreement"). The Pooling Agreement will provide for
the issuance of pass-through certificates (the "Certificates") that evidence
undivided interests in a trust (the "Trust Fund") whose assets will consist of
the Mortgage Loans and other related assets. The Mort-

gage Loans have an aggregate unpaid principal balance of approximately $127,
639,788 as of the close of business on November 1, 1994 (the "Cut-Off Date"),
after giving effect to payments of principal due on or before the Cut-Off Date.
Unless otherwise specifically defined herein, all capitalized terms shall have
the meanings ascribed to them in the Pooling Agreement or the Offering Circular.
The Pooling Agreement, the Transfer Agreement, the Subservicing Agreement, this
Agreement and each Assignment (as defined in the Transfer Agreement) relating to
a Mortgage Loan are hereinafter referred to collectively as the "Agreements."

2. Representations and Warranties of the Company and LTC.
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(a) Each of the Company and LTC represents and warrants, jointly
and severally, to the Purchaser as of the date hereof, with respect to itself,
as follows:

(i) A preliminary offering circular dated November 7, 1994 (the
"Preliminary Offering Circular") and a final offering circular dated
November 16, 1994 (the "Final Offering Circular" and, together with the
Preliminary Offering Circular", the "Offering Circular") has been prepared
in connection with the offering of the Offered Certificates (as defined
herein). The Preliminary Offering Circular and the Offering Circular and
any amendments or supplements thereto will not, as of the date thereof,
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. There are no
facts known to it which, individually or in the aggregate, may impair its
ability to perform its obligations under any of the Agreements;

(ii) Each of the Agreements to which it is or will be a party has
or will have been duly authorized, executed and delivered by such party at
the time of closing and, assuming due execution and delivery by the other
parties thereto, constitutes or will constitute a legal, valid and binding
agreement of such party, enforceable against such party in accordance with
its terms. The Certificates and

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the Agreements will conform to the description thereof in the Offering
Circular;

(iii) the issuance and sale of the Offered Certificates and
the compliance by it with all of the provisions of the Certificates
and the Agreements, and the consummation of the transactions herein
and therein contemplated will not conflict with or result in a breach
or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which it is a party or by which it
is bound or to which any of its property or assets is subject, nor
will such action result in any violation of the provisions of its
Charter or By-laws or other similar documents or any statute or any
order, rule or regulation of any court or governmental agency or body
having jurisdiction over it or any of its properties; and no consent,
approval, authorization, order, registration or qualification of or
with any such court or governmental agency or body is required for the
issue and sale of the Offered Certificates or consummation by it of
the transactions contemplated by any of the Agreements, except such
consents, approvals, authorizations, registrations or qualifications
as may be required under the securities or Blue Sky laws of the United
States or any state in connection with the purchase and resale of the
Offered Certificates by the Purchaser and except for recordation of
assignments of the Mortgage Loans which will be effected following the
Closing. It is not in breach or violation of any indenture or other
material agreement or instrument to which it is a party or by which it
is bound, or in violation of any applicable statute or regulation or
any order of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it, which breach or
violation would have a material adverse effect on the ability of such
party to perform its obligations under any of the Agreements to which
it is a party;

(iv) Any taxes, fees and other governmental charges in
connection with the execution and delivery of the Agreements, the
transfer of the Mortgage Loans to the Trust Fund and the execution,

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authentication, issuance and delivery of the Offered Certificates have been
or will be paid at or prior to the Closing Date;

(v) There is no action, suit or proceeding against, or
investigation of, such party pending or to its knowledge threatened, before
any court, administrative agency or other tribunal which, either
individually or in the aggregate, (A) asserts the invalidity of any of the
Agreements or the Certificates, (B) seeks to prevent the issuance of the
Certificates or the consummation of any of the transactions contemplated by
any of the Agreements, (C) could either individually or in the aggregate,
materially and adversely affect the performance by it of its obligations
under, or the validity or enforceability of, any of the Agreements or the
Certificates or (D) seeks to affect the federal income tax or ERISA
attributes of the Certificates described in the Offering Circular;

(vi) Neither it, nor any of its Affiliates, nor any person
authorized or employed by it has, directly or indirectly, sold or offered
for sale or disposed of, or attempted or offered to sell or dispose of, any
Offered Certificate or similar security other than the Certificates that
are not Offered Certificates, or solicited offers to buy any Offered
Certificate or similar security other than the Certificates that are not
Offered Certificates from, or otherwise approached or negotiated with
respect thereto, any person or persons other than the Purchaser. Neither
it, nor any of its Affiliates will, directly or indirectly, offer or sell
any Certificate or similar security in a manner which would render the
issuance and sale of the Certificates a violation of Section 5 of the
Securities Act of 1933, as amended (the "1933 Act"), or require
registration pursuant thereto, nor will it authorize any person to act in
such manner;

(vii) (A) It is not an open-end investment company, unit
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
United States Investment Company Act of 1940, as amended (the "1940 Act"),
and (B) neither it, nor any person


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acting on its behalf, other than the Purchaser, has offered or sold
the Certificates by means of any general solicitation or general
advertising within the meaning of Rule 502(c) under the 1933 Act;

(viii) It has been duly incorporated or created and is
validly existing as a corporation in good standing under the laws of
the jurisdiction of its incorporation, and, as applicable, has elected
to be treated as a real estate investment trust under Section 856(c)
of the Code, with the power and authority (corporate and other) to own
its properties and conduct its business as described in the Offering
Circular, with respect to it, and to enter into the Agreements to
which it is party and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns its properties or conducts
any such business as to require such qualification, except where
failure to obtain such qualification would not have a material adverse
effect on the condition (financial or otherwise), assets, business or
results of operations of the Company and LTC taken as a whole;
provided, however, that in no event shall LTC or the Company be
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obligated to qualify to do business in any jurisdiction where it is
not now so qualified or to take any action which would subject it
to service of process in suits, other than those arising out of the
offering or sale of the Offered Certificates, in any jurisdiction
where it is not so subject;

(ix) It is not in violation of its Charter or By-laws or
in default in the performance or observance of any material
obligation, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other material
agreement or instrument to which it is respectively, a party or by
which it or any of its properties may be bound;

(x) It is not under any obligation to pay any broker's
fee or any commission in connection with the transactions contemplated
by this Agreement, other than the purchase discount and other amounts
payable to the Purchaser set forth in Schedule I hereto;
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(xi) For federal income tax purposes, the Upper-Tier REMIC and the
Lower-Tier REMIC will each qualify as a REMIC pursuant to Section 860D of
the Internal Revenue Code of 1986 (the "Code"). Each Class of Certificates
other than the Class R Certificates and the Class LR Certificates, will
qualify as "regular interests" in the Upper-Tier REMIC, each class of
Lower-Tier Interests will qualify as "regular interests" in the Lower-Tier
REMIC, and the Class R and Class LR Certificates will be the "residual
interest" in the Upper-Tier REMIC and the Lower-Tier REMIC, respectively,
within the meaning of the Code; and

(xii) The offering and sale of the Offered Certificates are exempt
from the registration requirements of the 1933 Act. The Pooling Agreement
is not required to be qualified under the Trust Indenture Act of 1939, as
amended.

(b) LTC represents and warrants to the Purchaser as of the date
hereof as follows;

(i) Immediately prior to the transfer of the Mortgage Loans to the
Company pursuant to the Transfer Agreement, LTC will own full legal and
equitable title to each Mortgage Loan free and clear of any lien, mortgage,
pledge, charge, encumbrance, adverse claim or other security interest. The
transfer of the Mortgage Loans to the Company pursuant to the Transfer
Agreement will be effective to convey to the Company all of LTC's right,
title and interest in and to the Mortgage Loans; and

(ii) The transactions contemplated by the Transfer Agreement do not
involve all or substantially all of the assets of LTC. The transfer,
assignment and conveyance of the Mortgage Loans and related assets by LTC
pursuant to the Transfer Agreement is not subject to bulk transfer laws or
any similar statutory provisions in effect in any applicable jurisdiction.

(c) The Company represents and warrants to the Purchaser as of the
date hereof as follows:

(i) Immediately prior to the transfer of the Mortgage Loans to the
Trust Fund pursuant to the Pooling Agreement, the Company will own full
legal and equitable title to each Mortgage Loan free and clear of any lien,
mortgage, pledge, charge, encumbrance, adverse claim or other security
interest.

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The transfer of the Mortgage Loans to the Trust Fund pursuant to the
Pooling Agreement, either (A) will be effective to transfer to the Trust
Fund all of the Company's right, title and interest in and to the Mortgage
Loans or (B) will be effective to create a valid and perfected first
priority security interest (other than any lien granted pursuant to Article
II of the Transfer Agreement) in the Mortgage Loans in favor of the Trustee
for the benefit of the Certificateholders;

(ii) When the Offered Certificates are issued and delivered
pursuant to the Pooling Agreement and this Agreement, such Certificates
will not be of the same class (within the meaning of Rule 144A under the
1993 Act) as securities which are listed on a national securities exchange
registered under Section 6 of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or quoted in a U.S. automated inter-dealer
quotation system;

(iii) The transfer, assignment and conveyance of the Mortgage
Loans and related assets by the Company pursuant to the Pooling Agreement
is not subject to bulk transfer laws or any similar statutory provisions in
effect in any applicable jurisdiction; and

(vi) All of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable.

3. Representations and Warranties of the Purchaser. The Purchaser
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represents to the Company as follows:

(a) The Purchaser agrees not to solicit any offer to buy any
Offered Certificates from, or offer to sell any Offered Certificates to, any
person in the United States unless (i) the Purchaser reasonably believes that at
such time such person and each other person for whom such person is acting are
"qualified institutional buyers" within the meaning of Rule 144A under the 1933
Act or pursuant to an exemption from registration provided by Rule 144 under the
1933 Act, and (ii) the Purchaser reasonably believes that any purchase

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of Offered Certificates by such person will be for such person's own account or
for one or more accounts as to each of which such person exercises sole
investment discretion and not with a view to any distribution, as such term is
interpreted under the 1933 Act; provided, however, that if the purchase is of a
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class of Certificates other than the Class A Certificates, then the person
shall not be a person that is an employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Code, or any person acting on behalf of such plan or using the assets of any
such plan in such transfer unless an exemption from the Plan Assets Rule
thereunder is applicable. The Purchaser understands that any such employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or
Section 4975 of the Code, any governmental plan, as defined in Section 3(32) of
ERISA, and any such plan, are prohibited from acquiring the Class X-1, Class
X-2, Class R, Class LR, Class B, Class C, Class D, Class E or Class F
Certificates, and that disqualified organizations (as defined in the Code) are
prohibited from acquiring the Class R and Class LR Certificates unless such an
exemption applies.

(b) The Purchaser is an accredited investor within the meaning
of Rule 501(a) (1) under the 1933 Act.

(c) The Purchaser is not an employee benefit plan subject to
ERISA.

(d) The Purchaser has not offered or sold and will not offer or
sell the Offered Certificates by means of any general solicitation or general
advertising within the meaning of Rule 502(c) under the 1933 Act.

4. Purchase and Sale of the Certificates. In reliance upon the
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representations and warranties contained in the Agreements and subject to the
terms and conditions set forth herein, the Company agrees to sell to the
Purchaser, and the Purchaser agrees to purchase from the Company, (i)
$68,901,000 aggregate principal amount of 8.85% Class A Certificates (the "Class
A Certificates"), (ii) $6,382,000 aggregate principal amount of 9.30% Class B
Certificates (the "Class B Certificates"), (iii) $6,381,000 aggregate principal
amount of
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9.50% Class C Certificates (the "Class C Certificates"), (iv) $1,000,000
aggregate principal amount of 8.85% Class R Certificates (the "Class R
Certificates") and (v) $300,000 aggregate principal amount of 8.85% Class
LR Certificates (the "Class LR Certificates" and, together with the Class
A, Class B, Class C and Class R Certificates, the "Offered Certificates) at
an aggregate price (the "Purchase Price") equal to the amount described in
Schedule I hereto
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The Purchase Price shall be payable to the Company by wire transfer to
an account at a bank in New York City specified by the Company, in
immediately available funds, or by such other method as the Purchaser and
the Company may agree upon in writing.

5. The Closing; Delivery of the Certificates. The purchase and sale
-----------------------------------------
of the Offered Certificates pursuant hereto (the "Closing") shall be held
on or prior to November 29, 1994, or on such other date as shall be
mutually acceptable to the Company and the Purchaser (the "Closing Date").
The Closing shall take place at the offices of Skadden, Arps, Slate,
Meagher & Flom, 919 Third Avenue, New York, New York 10022 at 10:00 a.m.
(New York City time) on the Closing Date or at such other time and place in
New York City as the Purchaser and the Company may agree upon in writing.
Not later than 1:00 p.m. (New York City time) on the Business Day prior to
the Closing Date the Company shall deliver through, and place in the
custody of, the facilities of The Depository Trust Company ("DTC"),
against payment of the Purchase Price, one global certificate for the Class
A Certificates in the denomination of $68,901,000 registered in the name of
Cede & Co., as nominee of DTC. At the Closing, the Company will deliver to
the Purchaser against payment of the Purchase Price, one Class B
Certificate in the denomination of $6,382,000, one Class C Certificate in
the denomination of $6,381,000, one Class R Certificate in the denomination
of $1,000,000 and one Class LR Certificate in the denomination of $300,000
in all cases registered in the Purchaser's name or in the name of its
nominee and delivered to the Purchaser in definitive certificated form;
provided, however, that if the Purchaser requests the Company in writing
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not less than forty-eight hours prior to the Closing Date to the Purchaser
Offered Certificates in other denominations (authorized pursuant to Section
5.1 of the Pooling Agree-

9


ment) that equal in the aggregate the denominations mentioned in this sentence
for the relevant Class, the Company will comply with such request. The
Certificates will be made available for checking and delivery at least
twenty-four hours prior to the Closing at the offices of Skadden, Arps, Slate,
Meagher $ Flom, 919 Third Avenue, New York, New York 10022.

6. Covenants of the Company and LTC. Each of the Company and LTC
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jointly and severally, agree with the Purchaser:

(a) To prepare the Offering Circular in a form approved by the
Purchaser and to make no further amendment or any supplement to the Offering
Circular to which the Purchaser objects promptly after reasonable notice
thereof; and to advise the Purchaser promptly of any such amendment or
supplement after such Closing and to furnish the Purchaser with copies thereof;

(b) Promptly from time to time to take such action as the
Purchaser may reasonably request to qualify the Offered Certificates for
offering and sale under the securities laws of such jurisdictions in the United
States as the Purchaser may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as long
as may be necessary to complete the distribution of the Offered Certificates;
provided, that in connection therewith neither the Company nor LTC shall be
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required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction;

(c) To furnish the Purchaser with such number of copies as the
Purchaser may reasonably request of the Offering Circular and each amendment or
supplement thereto and additional copies in such quantities as the Purchaser may
from time to time reasonably request, and, if at any time prior to the
expiration of six months after the date hereof for such Offered Certificates,
any event shall have occurred as a result of which the Offering Circular as then
amended or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made when such
Offering Circular was which they were made when such Offering Circular was
delivered, not misleading, or, if for any other reason it

10


shall be necessary or desirable during such same period to amend or supplement
the Offering Circular, to notify the Purchaser and upon its request to prepare
and furnish without charge to the Purchaser as many copies as the Purchaser may
from time to time reasonably request of an amended Offering Circular or a
supplement to the Offering Circular which will correct such statement or
omission or effect such compliance;

(d) If at any time after the period referred to in Section 6(c)
the Purchaser shall be required to deliver an Offering Circular in connection
with the offering or sale of Certificates, to promptly provide, at the expense
of the Purchaser, as many copies of an appropriately updated Offering Circular
as the Purchaser shall reasonably request;

(e) During the period beginning from the date hereof and
continuing until the expiration of six months after the Closing, not to offer,
sell, contract to sell or otherwise dispose of any securities which are
substantially similar to the Offered Certificates, without the prior written
consent of the Purchaser;

(f) Not to offer, sell, contract to sell or otherwise dispose of
any of the Certificates, or any securities that are substantially similar to the
Certificates, in any manner that would cause the offering and sale of the
Offered Certificates pursuant to this Agreement to fail to qualify for the
exemption from registration afforded by Section 4(2) of the Act; provided,
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however, that if the purchase is of a class of Certificates other than the Class
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A, Class X-1 or Class X-2 Certificates, then the person shall not be a person
that is an employee benefit plan subject to the Employment Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or any
person acting on behalf of such plan or using the assets of any such plan; and

7. Expenses. The Company and LTC jointly and severally covenant and
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agree with the Purchaser that, whether or not the transactions contemplated
hereby shall be consummated, it will pay, cause to be paid, or reimburse the
Purchaser upon demand for, all reasonable expenses (including, without
limitation, all reasonable out-of-pocket expenses which the Purchaser, in its
sole

11

discretion, may incur) in connection with any of the Agreements, the
Certificates and the transactions contemplated thereby, including, without
limitation, (i) the fees, disbursements and expenses of the Company's counsel
and accountants in connection with the issuance of the Certificates, the
preparation and printing of the Offering Circular and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Purchaser; (ii)
the cost of printing or producing this Agreement and any other Agreements, the
blue sky and legal investment memoranda and any other documents in connection
with the offering, purchase, sale and delivery of the Certificates; (iii) all
expenses in connection with the qualification of the Certificates for offering
and sale under state securities laws as provided in Section 6(b) hereof,
including the fees and disbursements of counsel for the Purchaser in connection
with such qualification and in connection with the Blue Sky and legal investment
surveys; (iv) any fees charged by securities rating services for rating the
Certificates; (v) the cost of preparing the Certificates, obtaining a private
placement number for the Certificates and delivering the Certificates to the
Purchaser; (vi) the fees and expenses of the Trustee and any agent of the
Trustee and the fees and disbursements of counsel for the Trustee in connection
with any of the Agreements and the Certificates; (vii) the legal fees, expenses
and disbursements of counsel to the Purchaser; and (viii) all other costs and
expenses incident to the performance by either of the Company or LTC or of its
obligations hereunder which are not otherwise specifically provided for in this
Section.

8. Conditions of the Purchaser's Obligation. The obligation of the
----------------------------------------
Purchaser set forth in Section 4 to purchase the Offered Certificates on the
Closing Date shall be subject to the accuracy of the representations and
warranties as of the date hereof and as of the Closing Date that are made on the
part of either or both of the Company and LTC and contained in this Agreement,
the accuracy of the statements made by either or both of the Company or LTC in
any certificates furnished pursuant to the provisions hereof and the following
additional conditions:

(i) Each of the Company and LTC shall have complied with all the
agreements and satisfied all the obligations on its part to be performed or

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satisfied at or prior to the Closing Date under any of the Agreements;

(ii) The Purchaser shall have completed a review of such
documentation relating to the Mortgage Loans as the Purchaser may deem
appropriate and, on the basis of such review, nothing shall have come to
the attention of the Purchaser that causes it to conclude that there is any
breach of or inaccuracy in the representations and warranties of either the
Company or LTC set forth in this Agreement;

(iii) On or prior to the date hereof and on or prior to the
Closing Date, the Purchaser shall have received a letter, dated as of each
such date, of Coopers and Lybrand, certified public accountants, to which
the Purchaser has previously agreed and otherwise in form and substance
satisfactory to the Purchaser and to counsel to the Purchaser;

(iv) The Purchaser shall have received an opinion from Weil,
Gotshal & Manges, counsel to the Company and LTC, dated the Closing Date in
form and substance satisfactory to the Purchaser to the effect that:

(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to own, lease and
operate its properties and to carry on its business as now being
conducted. The Company is duly qualified to transact business and is
in good standing as a foreign corporation in each jurisdiction where
the character of its activities requires such qualification, except
where the failure of the Company to be so qualified would not have a
material adverse effect on the business, operations or financial
condition of the Company;

(b) The Company has all requisite corporation power and
authority to execute and deliver the Agreements and the Assignments
and to perform its obligations thereunder. The execution, delivery and
performance of the Agree-

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ments and the Assignments by the Company and the consummation by the
Company of the transactions contemplated thereby have been duly
authorized by all necessary corporate action on the part of the
Company. The Agreements and the Assignments have been duly and validly
executed and delivered by the Company and the Agreements (assuming the
due authorization, execution and delivery thereof by LTC, the Trustee
and the Master Servicer) constitute the legal, valid and binding
obligations of the Company and LTC, to the extent a party thereto,
enforceable against them in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except
that (A) rights to indemnification thereunder may be limited by
federal or state securities laws or public policy relating thereto and
(B) certain remedial provisions of the Agreements are or may be
unenforceable in whole or in part under the laws of the State of New
York, but the inclusion of such provisions does not affect the
validity of the Agreements, and the Agreements contain adequate
provisions for the practical realization of the rights and benefits
afforded thereby. No opinion shall be expressed in this paragraph as
to the perfection or priority of any liens granted pursuant to the
Pooling Agreement;

(c) Neither the issuance or sale of the Certificates nor the
execution and delivery of the Agreements, the consummation of the
transactions contemplated thereby and compliance by the Company with
any of the provisions thereof will conflict with, constitute a default
under or violate (i) any of the terms, conditions or provisions of the
certificate of incorporation or by-laws of the Company, (ii) any of
the

14

terms, conditions or provisions of any material agreement or other
instrument to which the Company is a party or by which it is bound of
which such counsel is aware, (iii) any New York, Delaware corporate or
federal law or regulation (other than federal and state securities or
Blue Sky laws, as to which such counsel may express no opinion except
as set forth in paragraph (g) below), or (iv) any judgment, writ,
injunction, decree, order or ruling of any court or governmental
authority binding on the Company of which such counsel is aware;

(d) No consent, approval, waiver, license or authorization or
other action by or filing with any New York, Delaware corporate or
federal governmental authority is required in connection with the
execution and delivery by the Company of the Agreements, the issuance
of the Certificates or the offer, sale or delivery of the Certificates
in the manner and under the circumstances contemplated by this
Agreement or the consummation by the Company of the transactions
contemplated thereby, except for federal and state securities or Blue
Sky laws, as to which such counsel may express no opinion except as
set forth in paragraph (g) below;

(e) To such counsel's knowledge, there is no litigation,
proceeding or governmental investigation pending or overtly threatened
against the Company that relates to any of the transactions
contemplated by any of the Agreements;

(f) Each Certificate, when executed and authenticated by the
Trustee in accordance with the Pooling Agreement and delivered and
paid for by the Purchaser in accordance with this Agreement, will be
validly issued and outstanding and entitled to the benefits of the
Pooling Agreement, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles
of com-

15


mercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and except that
(A) rights to indemnification thereunder may be limited by federal or state
securities laws or public policy relating thereto and (B) certain remedial
provisions of the Pooling Agreement are or may be unenforceable in whole or
in part under the laws of the State of New York, but the inclusion of such
provisions does not affect the validity of the Pooling Agreement, and the
Pooling Agreement contains adequate provisions for the practical
realization of the rights and benefits afforded thereby. No opinion shall
be expressed in this paragraph as to the perfection or priority of any
liens granted pursuant to the Pooling Agreement;

(g) Assuming the accuracy of the representations and warranties of
the Company in Section 2 of this Agreement and of the Purchaser in Section
3 of this Agreement, the offer, issuance, sale and delivery of the Class A,
Class B, Class C, Class R and Class LR Certificates to the Purchaser and
the reoffer, resale and delivery of the Class A, Class B, Class C, Class R
and Class LR Certificates by the Purchaser in compliance with the
applicable provisions of this Agreement and the Pooling Agreement does not
require registration under the 1933 Act. The Pooling Agreement is not
required to be qualified under the Trust Indenture Act of 1939, as amended;

(h) The statements contained in the Offering Circular under the
headings "Certain Federal Income Tax Consequences," "ERISA Considerations"
and "Certain Legal Aspects of the Mortgage Loans," to the extent that they
constitute matters of law or legal conclusions with respect thereto, are a
fair and accurate summary of the matters addressed therein under existing
law and the assumptions stated therein;

16


(i) The Trust Fund is not required to be registered as an "investment
company" under the Investment Company Act of 1940, as amended (the "1940
Act"); and

(j) The Pooling Agreement provides and the Company and the Trustee
state therein that they intend, that the transfer of the Mortgage Loans to
the Trustee constitutes a sale. If, however, a court were to find that such
transfer did not constitute a sale then assuming (i) delivery and continued
possession in New York by the Custodian of the Notes, endorsed in the name
of the Trustee or in blank, and (ii) that the Custodian was without notice
of any adverse claim (as such term is used in Section 8-302 of the New York
Uniform Commercial Code (the "UCC")) with respect to the Notes, the
execution and delivery of the Pooling Agreement are effective to create a
valid and duly perfected lien on and security interest in the Notes, as
security for the obligations of the Company to the Trustee pursuant to the
Pooling Agreement, which is subject to no prior lien or security interest.
The opinion set forth in this paragraph is subject to standard exceptions.

(k) Such counsel have participated in conferences with officers and
other representatives of the Company, Stern, Neubauer, Greenwald & Pauly,
LTC's California real estate counsel, the Purchaser and the Purchaser's
counsel in connection with the preparation of the Offering Circular and
although such counsel have not independently verified and are not passing
upon and assume no responsibility for the accuracy, completeness or
fairness of the statements contained in the Offering Circular, no facts
have come to such counsel's attention which lead such councel to believe
that the Offering Circular, at any time from the date thereof through the
date of such opinion, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary
to make the statements contained therein, in light of the circumstances
under which they were made, not

17


misleading (it being understood that such counsel may express no
view with respect to the financial, statistical and accounting
data included in or appended as exhibits to the Offering
Circular).

(v) The Purchaser shall have received an opinion of
counsel from Weil, Gotshal & Manges, counsel to the Company and LTC,
dated the Closing Date, in form and substance satisfactory to the
Purchaser to the effect that:

(a) the Trust Fund will qualify for treatment for Federal
income tax purposes as two separate real estate mortgage
investment conduits, as defined in Section 860D of the Code (the
"Upper-Tier REMIC" and the "Lower-Tier REMIC");

(b) the Class A Certificates, Class B Certificates, Class
C Certificates, Class D Certificates, Class E Certificates, Class
F Certificates, Class X-1 Certificates, and Class X-2
Certificates will constitute "regular interests" in the Upper-
Tier REMIC and the Class R Certificates will constitute the
single class of "residual interests" in the Upper-Tier REMIC
within the meaning of the Code; and

(c) The Class AL Interest, the Class BL Interest, the Class
CL Interest, the Class DL Interest, the Class EL Interest, the
Class FL Interest, and the Class X-1L Interest will constitute
"regular interests" in the Lower-Tier REMIC and the Class LR
Certificates will constitute the single class or "residual
interests" in the Lower-Tier REMIC within the meaning of the
Code.

(vi) The Purchaser shall have received an opinion from
Ballard Spahr Andrews & Ingersoll, Maryland local counsel to LTC,
dated the Closing Date in form and substance satisfactory to the
Purchaser to the effect that:

18

(a) LTC has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of
Maryland;

(b) LTC possesses the corporate power and authority to own
its current properties and to conduct its business as now being
conducted and as described in the Offering Circular and to
execute and deliver, and perform its obligations under, the
Agreements. LTC has all requisite corporate power and authority
to convey to the Company, the Mortgage Loans (as defined in the
Transfer Agreement) as contemplated by the Transfer Agreement;

(c) All necessary corporate action has been taken to
authorize the execution and delivery by LTC of the Agreements and
the performance by LTC of its obligations thereunder; and the
Agreements, have been duly executed and delivered on behalf of
LTC;

(d) The execution and delivery by LTC of the Agreements and
compliance by LTC with the provisions thereof: (i) does not, and
will not, conflict with or violate any of the terms and
provisions of LTC's Charter or By-laws or the Maryland General
Corporation Law (the "MGCL"); (ii) will not conflict with, result
in a breach or violation of or the acceleration of indebtedness
under or constitute a default under the terms of any indenture or
other agreement or instrument known to us and to which LTC is a
party or by which it is bound; and (iii) does not, and will not,
require any consent, approval, authorization of, registration or
filing with, or notice to, any governmental or regulatory
authority, agency, department, commission, board, bureau, body or
instrumentality of the State of Maryland pursuant to any
provision of the MGCL; and

(e) Based solely upon an officer's certificate and to such
counsel's knowledge, there is no action, suit or proceeding
against, or governmental investigation of LTC, pending or
threatened before any Maryland court or Mary-

19


land administrative agency which (i) seeks to prevent the performance
by LTC of its obligations under the Agreements, (ii) might materially
and adversely affect the performance by LTC of its obligations under,
or the validity of, the Agreements or (iii) might materially and
adversely affect the rights of LTC with regard to any Mortgaged
Property except as disclosed in the applicable title insurance
policies and related documentation delivered at Closing.

(vii) the Purchaser shall have received an opinion from Latham &
Watkins, California counsel to LTC dated the Closing Date in form and
substance satisfactory to the Purchaser to the effect that:

(a) LTC is qualified to do business in the State of
California;

(b) The execution and delivery of the Transfer Agreement and
Pooling Agreement by LTC and the performance of the obligations of LTC
under the Transfer Agreement and Pooling Agreement do not (i) violate
any California statute or regulation applicable to LTC, (ii) require
any consents, approvals, authorizations, registrations, declarations
or filings by LTC under any California statute or regulation
applicable to LTC (except for any filings with respect to any UCC
financing statement for the transfer of the Mortgage Loans, as to
which we express no opinion), (iii) result in the creation or
imposition of any lien, charge or encumbrance upon the Mortgage Loans,
the Certificates or any property or assets of LTC, except such liens,
charges or encumbrances, if any, that may arise as a result of the
Transfer Agreement and Pooling Agreement, or (iv) violate any
judgment, writ, injunction, decree, order or ruling of any court or
governmental authority binding on LTC of which we are aware. No
opinion is expressed in this paragraph (b) as to the application of
any antifraud laws or securities or Blue Sky laws (not including the
California Real Property Securities Dealers law);

20


(c) The transfer, assignment and conveyance of the Mortgage
Loans by LTC to the Company pursuant to the Transfer Agreement
are not subject to the Bulk Sales Law of Division 6 of the
California Commercial Code;

(d) A federal or state court sitting in California would
honor the parties' choice of law of New York as the law
applicable to the Transfer Agreement and Pooling Agreement
subject to the qualification that a court in California might not
apply the laws of New York respecting (a) the procedural rules
governing or affecting any action in California to enforce the
Transfer Agreement and Pooling Agreement or (b) any provision or
practice condoned or permitted by New York law which is
determined to be against a strong public policy of the State of
California;

(e) the Lower-Tier REMIC and the Upper-Tier REMIC will
each qualify as a REMIC for purposes of the California Revenue
and Taxation Code;

(f) As a result of the qualification of the Lower-Tier
REMIC and the Upper-Tier REMIC as REMICs for purposes of the
California Taxation Code, the Lower-Tier REMIc and the Upper-Tier
will not be subject to California income or franchise taxes,
except as provided below. The Lower-Tier REMIC and the Upper-Tier
REMIC may be subject to California income or franchise tax in
certain circumstances where Federal income tax is also imposed,
such as in the case of net income from foreclosure property. In
addition, the Lower-Tier REMIC and the Upper-Tier REMIC may be
subject to the minimum California franchise tax under section
23153 of the California Revenue and Taxation Code. The minimum
California franchise tax is currently $800.00 for each income
year; and

(g) We are unaware of any other California taxes that might
be imposed on the Lower-Tier REMIC and the Upper-Tier REMIC,
except for (i) local taxes, such as real property taxes

21

and documentary transfer taxes, that might apply to the acquisition,
holding or disposition of real property as the result of foreclosure
of one more of the Mortgage Loans and (ii) local business license
taxes that might be imposed by various jurisdictions within
California.

(viii) The Purchaser shall have received an opinion of counsel
to the Trustee, dated the Closing Date and in form and substance
satisfactory to the Purchaser;

(ix) The Purchaser shall have received an opinion of its
counsel, dated the Closing Date and in form and substance satisfactory to
the Purchaser;

(x) The Purchaser shall have received an opinion of counsel
to Bankers Trust Company as Master Servicer, dated the Closing Date and in
form and substance satisfactory to the Purchaser;

(xi) The Purchaser shall have received all opinions required by
each of Standard & Poors Ratings Group and Fitch Investors Service, Inc.
in order to obtain the required ratings on the Offered Certificates;

(xii) The Company shall have furnished or caused to be
furnished to the Purchaser on the Closing Date certificates of officers of
the Company satisfactory to the Purchaser as to the accuracy of the
representations and warranties of the Company herein at and as of the
Closing Date, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Closing Date and
as to such matters as the Purchaser may reasonably request;

(xiii) LTC shall have furnished or caused to be furnished to the
Purchaser at the Closing Date certificates of officers of LTC satisfactory
to the Purchaser as to the accuracy of the representations and warranties
of LTC herein at and as of such Closing Date, as to the performance by LTC
of all of its obligations hereunder to be performed at or

22

prior to such Closing Date as to such matters as the Purchaser may reasonably
requested;

(xiv) The Class A Certificates shall have been rated not less than
"AAA," by each of Standard & Poor's Ratings Group and Fitch Investors Service,
Inc;

(xv) All other opinions, certificates and other documents incident
to, and all proceedings in connection with the transactions contemplated by any
of the Agreements shall be reasonably satisfactory in form and substance to the
Purchaser and its counsel. The Purchaser and its councel shall have received
copies of all documents and other information as they may reasonably request,
in form and substance satisfactory to the Purchaser and its counsel, with
respect to such transactions and the taking of all proceedings in connection
therewith;

(xvi) On or after the date hereof there shall not have occurred any
of the following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a suspension or
material limitation in trading in LTC securities on the New York Stock Exchange;
(iii) a general moratorium on commercial banking activities in New York declared
by either Federal or New York State authorities; or (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war if the effect of any such event
specified in this clause (iv) in the Purchaser's judgement makes it
impracticable or inadvisable to proceed with the offering or the delivery of, on
the terms and in the manner contemplated by this Agreement and the Offering
Circular; and

(xvii) Subsequent to the date hereof, there shall not have been any
change, or any development involving a prospective change, in or affecting the
business or properties of the Company or LTC singly or in the aggregate, which
the Purchaser concludes in its judgement, materially impairs the investment
quality of the Offered Certificates so as to make it impractical or inadvisable
to market the

23



Offered Certificates as contemplated by the Offering Circular.

If any of the conditions specified in this Section 8 shall not have
been fulfilled when and as provided by this Agreement, or if any of the opinions
and certificates mentioned above or elsewhere in this Agreement shall not be
satisfactory in form and substance to the Purchaser and counsel to the
Purchaser, this Agreement and all obligations of the Purchaser hereunder may be
cancelled at, or at any time prior to, the Closing Date by the Purchaser. Notice
of such cancellation shall be given to the Company in writing, or by telephone
confirmed in writing. Such cancellation shall be without prejudice to any
rights, claims or remedies that the Purchaser may have pursuant to this
Agreement or otherwise against any of the Company or LTC or any other person by
reason of such cancellation.

9. Indemnification and Contribution. (a) The Company and LTC will,
--------------------------------
jointly and severally, indemnify and hold harmless the Purchaser, the partners,
officers, employees and agents of the Purchaser and each person who controls the
Purchaser within the meaning of either the 1933 Act or the 1934 Act or
otherwise, against any losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject, under the 1933 Act, the 1934
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in the Offering
Circular, any amendment or supplement thereto, or any information provided to
any holder or prospective purchaser of Offered Certificates pursuant to Section
6(d) herein, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and will
reimburse each such indemnified party for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that the Company and LTC
-------- -------
will not be liable in any such case to the extent that any loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in the Offering

24

Circular or any such amendment or supplement in reliance upon and in conformity
with the information hereto furnished to the Company and LTC by the Purchaser
expressly for use therein.

(b) The Purchaser agrees to indemnify and hold harmless each of
the Company and LTC and their respective directors, officers, employees and
agents and each person who controls the Company or LTC within the meaning of
either the 1933 Act or the 1934 Act or otherwise, against any losses, claims,
damages or liabilities, joint or several, to which they or any of them may
become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in the Offering Circular or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, in each case to
the extent, but only to the extent, that such statement or alleged untrue
statement or omission or alleged omission was made in the Offering Circular or
any such amendment or supplement in reliance upon and in conformity with the
information hereto furnished to the Company or LTC expressly for use therein,
and will reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any such
action or claim as such expenses are incurred. This indemnity agreement shall be
in addition to any liability which the Purchaser may otherwise have.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against an
indemnifying party under such subsection, notify the indemnifying party or
parties in writing of the commencement thereof, but the omission so to notify
the indemnifying party or parties shall not relieve the indemnifying party or
parties from any liability which it or they may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party, it shall notify the indemnifying party or parties
of the commencement

25

thereof, and the indemnifying party or parties shall be entitled to participate
therein and, to the extent that it or they shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party or
parties), and, after notice from the indemnifying party or parties to such
indemnified party of its or their election so to assume the defense thereof, the
indemnifying party or parties shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or claim
in respect of which indemnification or contribution may be sought hereunder
(whether or not the indemnified party is an actual or potential party to such
action or claim) unless such settlement, compromise or judgement (i) includes an
unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of any
indemnified party.

(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof), then the Company and LTC on
the one hand and the Purchaser on the other shall contribute to the amount paid
or payable as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company and LTC on the one hand and the
Purchaser on the other from the offering of the Offered Certificates. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by

26

such indemnified party in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Company and LTC on the
one hand and the Purchaser on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof) as well as any other relevant equitable
considerations. The relative benefits received by the Company and LTC on the one
hand and the Purchaser on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting expenses) received
by the Company bear to the total purchase discounts and commissions received by
the Purchaser. The relative fault shall be determined by reference to, among
other things, the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statements or omissions. The amount paid
or payable by a party as a result of the losses, claims, damages or liabilities
(or actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses incurred by such party in connection with
investigating or defending any such claim. The Company and LTC and the Purchaser
agree that it would not be just and equitable if contribution were determined by
pro rata allocation or any other method of allocation which does not take
- --- ----
account of the equitable considerations referred to above. Notwithstanding the
provisions of this subsection (d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) shall
be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.

(e) The obligations of the Company under this Section 9 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the
Purchaser within the meaning of the 1933 Act; and the obligations of the
Purchaser under this Section 9 shall be in addition to any liability which the
Purchaser may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person, if
any, who controls the Company within the meaning of the 1933 Act.

10. Survival. The respective indemnities, agreements,
--------
representations, warranties and other state-

27

ments of the Company, LTC and the Purchaser, as set forth in this Agreement or
made by or on behalf of them, respectively, pursuant to this Agreement, shall
remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of the Purchaser or
any controlling person of the Purchaser, the Company or LTC or any officer,
director, employee, agent or controlling person of the Company or LTC and shall
survive delivery of and payment for the Offered Certificates.

11. Notices. All notices and other communications hereunder shall be
-------
in writing and shall be sent by mail, telex or facsimile transmission, addressed
(a) if to the Purchaser, to Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Steven Stuart, facsimile: (212) 363-6148, (b) if to the
Company, to LTC REMIC Corporation, 300 Esplanade Avenue, Suite 1260, Oxnard, CA
93030, Attention: Andre Dimitriadis; and (c) if to the Originator or LTC, to LTC
Properties, Inc., 300 Esplanade Drive, Suite 1860, Oxnard, CA 93030 Attention:
James Pieczynski, facsimile: (805) 981-8663. Any notice so given shall take
effect upon receipt thereof.

12. Miscellaneous. (a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED
-------------
IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b) The headings in this Agreement are for purposes of reference only
and shall not limit or define the meaning hereof.

(c) This Agreement shall be binding upon, and inure solely to the
benefit of, the Purchaser, LTC and the Company and, to the extent provided in
Sections 9 and 10 hereof, the partners, officers, employees and agents of the
Purchaser and the directors, officers, employees and agents of each of the
Company and LTC and each person who controls the Company and LTC or the
Purchaser, and their respective heirs, executors, administrators, successors and
assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. Except with respect to Section 6(e), no purchaser of any of
the Offered Certificates from the Purchaser shall be deemed a successor or
assign by reason merely of such purchase. No right or duty under this Agreement
may be

28


assigned or delegated by the Company or LTC without the written consent of the
Purchaser and any such assignment or delegation made without such consent shall
be null and void for all purposes.

(d) Except as otherwise provided in the final paragraph of Section 8,
this Agreement may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.

(e) This Agreement may be executed in any number of counterparts,
each of which counterparts shall be an original, but all of which shall
constitute one instrument.

29

If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon the acceptance hereof by the
Purchaser, this letter and such acceptance hereof shall constitute a binding
agreement between the Purchaser, the Company and LTC.

Very truly yours,

LTC REMIC CORPORATION


By: /s/ James J. Pieczynski
----------------------------------------
Name: James J. Pieczynski
Title: Vice President

LTC PROPERTIES, INC.


By: /s/ James J. Pieczynski
----------------------------------------
Name: James J. Pieczynski
Title: Senior Vice President and C.F.O


Accepted as of the date hereof:
GOLDMAN, SACHS & CO.


By /s/ Goldman, Sachs & Co.
--------------------------------
(Goldman, Sachs & Co.)

30

SCHEDULE I TO PURCHASE AGREEMENT

Title of Offered Certificates:
LTC Commercial Mortgage Pass-Through
Certificates, Series 1994-1

Aggregate principal amount:

$68,901,000 Class A Certificates
$ 6,382,000 Class B Certificates
$ 6,381,000 Class C Certificates
$ 1,000,000 Class R Certificates
$ 300,000 Class LR Certificates