ex10_6706.htm


    
      
        

      

    

    Exhibit
      10.67.06

    
      [Lewiston,
        Idaho

      Morristown,
        Tennessee

      Stockton,
        California]

       

    

     

    
      

      

    

     

    PURCHASE
      AND SALE AGREEMENT

    AND

    JOINT
      ESCROW INSTRUCTIONS

    


    


    By
      and
      Between

    


    


    HEALTH
      CARE PROPERTY INVESTORS, INC.,

    a
      Maryland corporation

    


    and

    


    FAEC
      HOLDINGS (EP), LLC,

    a
      Delaware limited liability company,

    


    each
      a
“Seller,” and collectively, as “Sellers”

    


    


    and

    


    


    EMERITUS
      CORPORATION,

    a
      Washington corporation,

    


    as
      “Buyer”

     

     

    
      

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	
              1.

            	
              DEFINITIONS

            	
              1

            
	
               

            	 	 
	
              2.

            	
              SALE
                OF THE PROPERTIES

            	
              5

            
	 	 	 
	
              3.

            	
              ESCROW

            	
              6

            
	 	 	 
	
              4.

            	
              PURCHASE
                PRICE; ALLOCATION OF PURCHASE PRICE

            	
              6

            
	 	 	 
	
              5.

            	
              CONDITIONS
                TO CLOSING; AS IS PURCHASE

            	
              7

            
	 	 	 
	
              6.

            	
              CLOSING
                OF ESCROW

            	
              9

            
	 	 	 
	
              7.

            	
              TERMINATION

            	
              14

            
	 	 	 
	
              8.

            	
              REPRESENTATIONS
                AND WARRANTIES

            	
              16

            
	 	 	 
	
              9.

            	
              CERTAIN
                EVENTS PRIOR TO CLOSING

            	
              18

            
	 	 	 
	
              10.

            	
              POST-CLOSING
                MATTERS

            	
              19

            
	 	 	 
	
              11.

            	
              BROKERS

            	
              19

            
	 	 	 
	
              12.

            	
              MISCELLANEOUS
                PROVISIONS

            	
              19

            


    

    


    
      	
              EXHIBITS

            	 
	
               

            	 
	
              A-1

            	
              Description
                of Emeritus Master Lease

            
	 	 
	
              A-2

            	
              Description
                of Summerville Master Lease

            
	 	 
	
              B

            	
              Escrow
                General Provisions

            
	 	 
	
              C

            	
              [RESERVED]

            
	 	 
	
              D

            	
              Form
                of Quitclaim Bill of Sale

            
	 	 
	
              E

            	
              [RESERVED]

            
	 	 
	
              F

            	
              [RESERVED]

            
	 	 
	
              G

            	
              List
                of Sellers, Nominees, Properties/Facilities and Purchase Price
                Allocations

            
	 	 
	
              H

            	
              [Reserved]

            


    

    
      	
               

            	 
	
              SCHEDULE

            	 
	
              1

            	
              Related
                Purchase Agreements

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    PURCHASE
      AND SALE AGREEMENT

    AND
      JOINT ESCROW INSTRUCTIONS

    


    


    THIS
      PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is
      made and entered into as of July 31, 2007 to be effective as of June 14, 2007
      (the “Effective Date”), by and among HEALTH CARE PROPERTY INVESTORS, INC., a
      Maryland corporation (“HCP”), and FAEC HOLDINGS (EP), LLC, a Delaware limited
      liability company (“FAEC”) (each, a “Seller,” and collectively, “Sellers”) and
      EMERITUS CORPORATION, a Washington corporation (“Buyer”), as
      follows:

    


    RECITALS

    


    A. 
                 Each Seller is
      the owner of one or more the Properties (as defined below) as indicated opposite
      the name of such Property on Exhibit “G” attached
      hereto.

    


    B. 
                 The Properties
      comprising the Emeritus Properties (as defined below) are currently leased
      by
      the applicable Seller or Sellers to Buyer and/or certain Affiliates (as defined
      below) of Buyer pursuant to the Emeritus Master Lease (as defined
      below).

    


    C. 
                 The Property
      comprising the Summerville Property (as defined below) is currently leased,
      together with certain other property, by the applicable Seller or Sellers to
      Summerville Lessee (as defined below) pursuant to the Summerville Master Lease
      (as defined below).

    


    D. 
                 Buyer desires
      to purchase the Properties from Sellers and Sellers desire to sell the
      Properties to Buyer on the terms and subject to the conditions set forth
      herein.

    


    AGREEMENT

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, Buyer and Sellers agree as follows:

    


    1.            DEFINITIONS

    


    For
      all
      purposes of this Agreement, except as otherwise expressly provided herein or
      unless the context otherwise requires, (i) the terms defined in this Article
      have the meanings assigned to them in this Article and include the plural as
      well as the singular; (ii) all references in this Agreement to designated
“Articles,” “Sections” and other subdivisions are to the designated Articles,
      Sections and other subdivisions of this Agreement; (iii) the word “including”
shall have the same meaning as the phrase “including, without limitation,” and
      other phrases of similar import; and (iv) the words “herein,” “hereof” and
“hereunder” and other words of similar import refer to this Agreement as a whole
      and not to any particular Article, Section or other subdivision.

    


    1.1 
                 1031
      Exchange:  As defined in Section
      6.8.

    


    1.2 
                 Additional
      Charges:  With respect to each
      applicable Property, “Additional Charges,” as defined in the applicable Master
      Lease and allocable to such Property.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3 
                 Additional
      Rent:  With respect to each applicable
      Emeritus Property,  “Additional Rent,” as defined in the Emeritus
      Master Lease (including “Percentage Rent” and “CPI Rent,” as each are defined in
      the Emeritus Master Lease) and allocable to such Property.

    


    1.4 
                 Affiliate:  “Affiliate,”
as defined in the
      Emeritus Master Lease.

    


    1.5 
                 Allocated
      Purchase Price: As defined in Section
      4.1.

    


    1.6 
                 Bill
      of Sale:  As defined in Section
      6.2.2.

    


    1.7 
                 Close
      of Escrow, Closing Date and/or Closing:  As defined in
      Section 6.1.

    


    1.8 
                 Closing
      Funds:  As defined in Section
      4.4.

    


    1.9 
                 Condemnation:  “Condemnation,”
as defined in the
      Emeritus Master Lease.

    


    1.10           Condemnor:  “Condemnor,”
      as defined in the Emeritus Master Lease.

    


    1.11           Deed:  As
      defined in Section 6.2.1.

    


    1.12           Earnest
      Money Deposit:  As defined in the Master
      Purchase Agreement.

    


    1.13           Effective
      Date:  As defined in the preface to this
      Agreement.

    


    1.14           Emeritus
      Lessee:  “Lessee,” as defined in the
      Emeritus Master Lease

    


    1.15           Emeritus
      Lessor:  “Lessor,” as defined in the
      Emeritus Master Lease.

    


    1.16           Emeritus
      Master Lease:  That Amended and Restated
      Master Lease identified on Exhibit “A-1” attached hereto
      among the Emeritus Lessor and the Emeritus Lessee covering, among other
      properties, the Emeritus Properties, as more particularly described therein,
      as
      the same may have been amended or modified from time to time in accordance
      with
      the terms thereof.

    


    1.17           Emeritus
      Properties:  Collectively, the “Leased
      Property” (as defined in the Emeritus Master Lease) of each “Facility” (as
      defined in the Emeritus Master Lease) listed on Exhibit
      G attached hereto as “Emeritus Properties,” less any portion of any
      which has been taken by reason of any Condemnation or other exercise of the
      power of eminent domain (each, an “Emeritus Property”).  The parties
      acknowledge that the Emeritus Properties for purposes of this Agreement include
      only the “Leased Property” of the “Facilities” listed  on
Exhibit G attached hereto, and that the balance of the
“Leased Property” of each “Facility” covered by the Emeritus Master Lease, but
      not covered by this Agreement is being sold and conveyed to Buyer pursuant
      to
      the Master Purchase Agreement or another Related Purchase
      Agreement.  In other words, pursuant to this Agreement, the Master
      Purchase Agreement and the other Related Purchase Agreements Sellers and/or
      their Affiliates are selling and Buyer is purchasing all of the respective
      Seller’s and/or its Affiliates’ right, title and interest in and to the “Leased
      Property” of all of the “Facilities” covered by the Emeritus Master Lease upon
      the Closing hereunder and the Related Purchase Agreement Closing under each
      applicable Related Purchase Agreement, but this Agreement is intended to and
      only covers the “Leased Property” of each “Facility” listed  on
Exhibit G attached hereto.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    1.18           Emeritus/Summerville
      Merger:  As defined in the Master
      Purchase Agreement.

    


    1.19           Escrow
      Holder:  As defined in Section
      3.1.

    


    1.20           Event
      of Default: “Event of Default,” as defined in the
      applicable Master Lease with respect to such Property.

    


    1.21           FAEC:  As
      defined in the preface to this Agreement.

    


    1.22           Funds:  Immediately
      available funds in the form of cash, wire transfer of funds, or a certified
      or
      bank cashier’s check drawn on a reputable financial institution acceptable to
      Escrow Holder.

    


    1.23           Hazardous
      Substance:  With respect to each
      applicable Property, “Hazardous Substance,” as defined in the applicable Master
      Lease with respect to such Property.

    


    1.24           HCP:  As
      defined in the preface to this Agreement.

    


    1.25           Impositions:  With
      respect to each applicable Property, “Impositions,” as defined in the applicable
      Master Lease with respect to such Property.

    


    1.26           Laws:  All
      applicable governmental laws, codes, ordinances, regulations, judgments,
      permits, approvals or other requirements.

    


    1.27           Lessee:  With
      respect to (i) the Emeritus Master Lease, the Emeritus Lessee and (ii) the
      Summerville Master Lease, the Summerville Lessee.

    


    1.28           Lessor:  With
      respect to (i) the Emeritus Master Lease, the Emeritus Lessor and (ii) the
      Summerville Master Lease, the Summerville Lessor.

    


    1.29           Liabilities:
      Any claim, liability, loss, cost, action, damage, expense or fees, including
      but
      not limited to reasonable attorney’s and paralegals’ fees and costs of defense
      (each, a “Liability”).

    


    1.30           Master
      Leases:  Collectively, the Emeritus
      Master Lease and the Summerville Master Lease (each, a “Master
      Lease”).

    


    1.31           Master
      Purchase Agreement:  As defined in
Schedule 1 hereto.

    


    1.32           Minimum
      Rent:  With respect to each applicable
      Property, “Minimum Rent,” as defined in the applicable Master Lease with respect
      to such Property.

    


    1.33           Opening
      of Escrow:  As defined in Section
      3.3.

    


    1.34           Organizational
      Documents:  Collectively, as applicable,
      the articles or certificate of incorporation, certificate of limited partnership
      or certificate of limited liability company, bylaws, partnership agreement,
      operating company agreement, trust agreement, statements of partnership,
      fictitious business name filings and all other organizational documents relating
      to the creation, formation and/or existence of a business entity, together
      with
      resolutions of the board of directors, partner or member consents, trustee
      certificates, incumbency certificates and all other documents or instruments
      approving or authorizing the transactions contemplated by this
      Agreement.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    1.35           Outside
      Closing Date:  Subject to extension as
      provided Section 6.8 below, August 15, 2007.

    


    1.36           Permitted
      Exceptions:  With respect to each
      Property, as defined in Section 6.2.1.

    


    1.37           Person:  Any
      individual, corporation, partnership, joint venture, limited liability
      partnership, limited liability company, association, joint stock company, trust,
      unincorporated organization, whether or not a legal entity, or other business
      or
      governmental entity or authority (or any department, agency, or political
      subdivision thereof).

    


    1.38           Properties:  Collectively,
      the Emeritus Properties and the Summerville Property (each, a
“Property”).

    


    1.39           Purchase
      Price:  As defined in Section
      4.1.

    


    1.40           Related
      Purchase Agreements:  The agreements identified on
Schedule 1 attached hereto between and/or among
      Sellers
      or certain Affiliates of Sellers, and Buyer, or certain Affiliates of Buyer,
      relating to certain purchase and sale transactions to be consummated
      concurrently with the Closing hereunder, if at all (each, a “Related Purchase
      Agreement”).

    


    1.41           Related
      Purchase Agreement Closing.  The “Closing,” as defined in
      each Related Purchase Agreement.

    


    1.42           Related
      Purchase Agreement Buyer Default.  The occurrence of a
      default (i.e., after any applicable notice or cure period) by Buyer or any
      Affiliate of Buyer under any Related Purchase Agreement.

    


    1.43           Related
      Purchase Agreement Seller Default.  The
      occurrence of a default (i.e., after any applicable notice or cure period)
      by
      Sellers or any Affiliate of Sellers under any Related Purchase
      Agreement.

    


    1.44           Release
      of Claims:  As defined in the Master Purchase
      Agreement.

    


    1.45           Rent
      and Charges:  All accrued and unpaid
      Minimum Rent, Additional Rent, and any Additional Charges (whether or not
      billed) payable by the applicable Lessee under the applicable Master Lease
      with
      respect to the applicable Properties, through and including the day prior to
      Closing Date (prorated to the extent applicable for the month during which
      the
      Closing occurs).

    


    1.46           Summerville:  Summerville
      Senior Living, Inc., a Delaware corporation.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    1.47           Summerville
      Lessee:  “Lessee,” as defined in the
      Summerville Master Lease.

    


    1.48           Summerville
      Lessor:  “Lessor,” as defined in the
      Summerville Master Lease, subject to the terms of the Master Purchase
      Agreement.

    


    1.49           Summerville
      Master Lease:  That Amended and Restated
      Master Lease identified on Exhibit “A-2” attached hereto
      among the Summerville Lessor and the Summerville Lessee covering the Summerville
      Property and certain other property as more particularly described therein,
      as
      the same may have been or may hereafter be further amended or modified from
      time
      to time in accordance with the terms thereof.

    


    1.50           Summerville
      Property:  Collectively, the “Leased
      Property” (as defined in the Summerville Master Lease) of that “Facility” (as
      defined in the Summerville Master Lease) listed on Exhibit
      G attached hereto as the “Summerville Property,” less any portion
      of any which has been taken by reason of any Condemnation or other exercise
      of
      the power of eminent domain.  The parties acknowledge and agree that
      the Summerville Property for purposes of this Agreement does not include the
      “Leased Property” of all of the Facilities covered by the Summerville Master
      Lease and only includes the Facility identified on Exhibit
      G attached hereto as the “Summerville Property,” and that the
“Leased Property”  of certain other “Facilities” (but not all other
“Facilities”) covered by the Summerville Master Lease are being sold and
      conveyed by Sellers and/or their Affiliates to Buyer pursuant to a Related
      Purchase Agreement as more particularly described therein.

    


    1.51           Title
      Company:  Chicago Title Insurance
      Company, Attn: Angie Koetters, Escrow Officer, Fax
      No.:(312)223-5888.

    


    1.52           Title
      Policies:  As defined in Section
      6.4.

    


    1.53           Title
      Endorsements:  As defined in Section
      6.4.

    


    1.54           Transaction
      Documents:  Collectively, this
      Agreement, the Deeds, the Bills of Sale, each Related Purchase Agreement, and
      all other agreements, documents and/or instruments to be executed and/or
      delivered pursuant to and in connection with this Agreement, the Related
      Purchase Agreements and/or the Exhibits hereto or thereto.

    


    1.55           Transaction
      Taxes.  Any and all federal, state, municipal or other
      local Law documentary transfer, stamp, sales, use, excise, privilege or similar
      tax, fee or charge payable in connection with the delivery of any instrument
      or
      document provided in or contemplated by this Agreement, any Related Purchase
      Agreement or the Exhibits hereto and thereto together with interest and
      penalties, if any, thereon, including any sales or similar taxes payable in
      connection with the transfer of any personal property comprising a part of
      any
      Property.

    


    2. 
                SALE OF THE
      PROPERTIES

    


    Buyer
      agrees to purchase and accept from Sellers, and Sellers agree to sell, convey
      and assign to Buyer, all of the Properties on the terms and subject to the
      conditions set forth herein.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    3. 
                ESCROW

    


    3.1           General
      Instructions.  Title Company is also hereby designated as
      escrow holder (sometimes herein referred to as “Escrow
      Holder”).  Escrow Holder’s Escrow number, Escrow Officer for the
      transactions contemplated hereby and under the Related Purchase Agreements,
      address for notices and wiring information is set forth below Title Company’s
      acceptance of this Escrow.  Escrow Holder’s general conditions or
      provisions, which are attached hereto as Exhibit “B” are
      incorporated by reference herein; provided, however, that in the event of any
      inconsistency between Exhibit “B” and any of the
      provisions of this Agreement or any Related Purchase Agreement, the provisions
      of this Agreement or the Related Purchase Agreement, as applicable, shall
      control, respectively.  Buyer and each Seller shall each execute,
      deliver and be bound by such further escrow instructions or other instruments
      as
      may be reasonably requested by the other party or by Escrow Holder from time
      to
      time, so long as the same are consistent with this Agreement.  Escrow
      Holder shall not comply with the unilateral instructions of only one party
      without the consent of the other party hereto unless otherwise expressly
      required to do so in this Agreement or any Related Purchase
      Agreement.

    


    3.2           Tax
      Reporting Person.  For purposes of complying with
      Internal Revenue Code § 6045(e), as amended effective January 1, 1991,
      Escrow Holder is hereby designated as the “person responsible for closing the
      transaction,” and also as the “reporting person” for purposes of filing any
      information returns with the Internal Revenue Service concerning this
      transaction, as required by law.

    


    3.3           Opening
      of Escrow.  Escrow shall be deemed open when not less
      than four (4) originals of this Agreement and each Related Agreement, fully
      signed by all parties hereto or thereto either together or in counterparts,
      are
      delivered to Escrow Holder (the “Opening of Escrow”), which shall occur within
      one (1) business day after execution of this Agreement by Buyer and Sellers
      and
      each Related Purchase Agreement by the Parties thereto.  Escrow Holder
      shall immediately notify Buyer, Sellers and their respective attorneys in
      writing of the official date of the Opening of Escrow.

    


    4.
                 PURCHASE
      PRICE; ALLOCATION OF PURCHASE PRICE

    


    4.1           Purchase
      Price.  The purchase price for the Properties shall be
      Twenty-Five Million Eight Hundred Ninety-Four Thousand Three Hundred Ninety-Nine
      Dollars and 00/100ths ($25,894,399.00) (the “Purchase Price”).  The
      Purchase Price shall be allocated among the Properties as set forth on
Exhibit “G” attached hereto and incorporated herein by
      this reference (with respect each Property, the “Allocated Purchase
      Price”).

    


    4.2           [Intentionally
      Deleted.]

    


    4.3           [Intentionally
      Deleted.]

    


    4.4           Closing
      Funds.  No later than 2:00 p.m., Pacific Standard Time,
      on the Closing Date, Escrow Holder shall calculate and Buyer shall wire Funds
      into Escrow (using wiring instructions reasonably satisfactory to Escrow Holder)
      in an amount which shall equal the Purchase Price plus any other sums payable
      by
      Buyer hereunder (the “Closing Funds”).


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    5.           CONDITIONS
      TO CLOSING; AS IS PURCHASE

    


    5.1           Buyer’s
      Conditions. Provided that Buyer is not in breach or default of any
      provisions of this Agreement, the obligation of Buyer to purchase the Properties
      shall be subject to satisfaction of each of the conditions set forth in this
      Section 5.1 on and as of the Closing Date.  Sellers and Buyer
      expressly acknowledge and agree that each of the conditions set forth in this
      Section 5.1 is for the benefit of and may be waived only by Buyer as herein
      provided.

    


    5.1.1    Sellers’
      Representations and Warranties.  The representations and
      warranties of each Seller set forth in Section 8 below shall be true and correct
      in all material respects on the Closing Date as if made again on the Closing
      Date.

    


    5.1.2    Sellers’
      Performance.  Each Seller shall have performed all of its
      obligations under this Agreement which by the terms of this Agreement are
      required to be performed by such Seller as of or prior to the Closing
      Date.

    


    5.1.3    Purchase
      of All the Properties.  The Closing hereunder shall occur
      simultaneous with respect to all of the Properties.

    


    5.1.4    Occurrence
      of the Closing by the Outside Date.  The Closing
      hereunder shall occur on or before the Outside Closing Date.

    


    5.1.5    Related
      Purchase Agreements.  The Related Purchase Agreement
      Closing under each Related Purchase Agreement shall occur simultaneous with
      the
      Closing.  In addition, no Related Purchase Agreement Seller Default
      under any Related Purchase Agreement shall have occurred and be
      continuing.

    


    5.2           Buyer’s
      Approval, Disapproval or Waiver of
      Conditions.  Prior to Closing Buyer
      shall notify Sellers and Escrow Holder in writing in the event that as of the
      date of Closing, any of the conditions set forth in Section 5.1 have not been
      satisfied or waived by Buyer; provided, however, that if any of the conditions
      set forth in Sections 5.1.3, 5.1.4  or 5.1.5 have not been satisfied
      as a result of any act or omission of Buyer or any Affiliate of Buyer, then
      Buyer shall not be entitled to disapprove such condition, but rather the same
      shall, following any applicable notice and cure period pursuant to Section
      7.2
      below, constitute a default by Buyer hereunder.  In the event that
      Buyer is not entitled to disapprove a condition or Buyer fails to approve,
      disapprove or waive such condition, if applicable, within the time and in the
      manner herein specified, then such condition shall be deemed conclusively
      satisfied or waived by Buyer and thereafter shall not be a condition precedent
      to the performance by Buyer of its respective obligations
      hereunder.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    5.3           “AS
      IS” SALE.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
      BUYER IS ACQUIRING EACH OF THE PROPERTIES “AS IS,” IN ITS PRESENT STATE AND
      CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES FROM SELLERS, OR ANY OF
      THEM, OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY
      SET
      FORTH IN SECTION 8 BELOW.  IN PARTICULAR, EXCEPT AS EXPRESSLY SET
      FORTH IN SECTION 8 BELOW, SELLERS MAKE NO REPRESENTATION OR WARRANTY RESPECTING
      THE USE, CONDITION, TITLE, OPERATION OR MANAGEMENT OF ANY OF THE PROPERTIES,
      OR
      COMPLIANCE WITH ANY APPLICABLE LAWS RELATING TO ZONING, SUBDIVISION, PLANNING,
      BUILDINGS, FIRE, SAFETY, EARTHQUAKE, HEALTH OR ENVIRONMENTAL MATTERS, THE
      PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES, OR COMPLIANCE WITH ANY OTHER
      COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT OF
      RECORD).  Buyer represents that it is knowledgeable in real estate
      matters and is relying upon Buyer’s own investigation and analysis in purchasing
      each of the Properties, as well as the fact that Buyer, Summerville or their
      respective Affiliates originally sold to and/or developed on behalf of each
      applicable Seller each of the Properties and at all times thereafter have leased
      and exclusively controlled the same.  Buyer further represents that it
      has had ample opportunity to inspect and has, in fact, made all of the
      investigations Buyer deems necessary in purchasing each of the
      Properties.  As a result, Buyer hereby expressly waives any notice
      requirements which may be imposed upon any Seller pursuant to § 25359.7 of the
      California Health & Safety Code or any other similar and applicable
      Laws.  If this Agreement is not terminated and Buyer acquires the
      Properties as provided herein, Buyer shall have thereby approved all aspects
      of
      each of the Properties and this transaction and thereby waives any claim or
      Liability against Sellers, and each of them.  In furtherance of the
      foregoing, at the Closing, Buyer shall and shall cause each Lessee to execute
      and deliver to Sellers the Release of Claims. The provisions of this Section
      5.3
      shall survive the Closing.

    


    5.4           Seller’s
      Conditions.  Provided that Sellers are not in breach or
      default of any provision of this Agreement, the obligation of each Seller to
      sell the Properties (and each of them) shall be subject to satisfaction of
      each
      of the conditions set forth in this Section 5.4.  Sellers and Buyer
      expressly acknowledge and agree that each of the conditions set forth in this
      Section 5.4 is for the benefit of and may be waived only by Sellers in
      writing.

    


    5.4.1            No
      Default Under Master Leases.  Prior to the Closing,
      (a) no Event of Default, or event which with notice and/or passage of time
      would constitute an Event of Default by the applicable Lessee under any Master
      Lease shall have occurred and be continuing and (b) all Rent and Charges
      shall be paid as and when due under each Master Lease, through but not including
      the Closing Date.

    


    5.4.2            Purchase
      of All Properties. The Closing hereunder
      shall occur simultaneously with respect to all of the Properties.

    


    5.4.3            Occurrence
      of Closing by the Outside Closing Date.  The Closing
      shall occur on or before the Outside Closing Date.

    


    5.4.4            Related
      Purchase Agreements.  The Related Purchase Agreement
      Closing under each Related Purchase Agreement shall occur simultaneous with
      the
      Closing.  In addition, no Related Purchase Agreement Buyer Default
      under any Related Purchase Agreement shall have occurred and be
      continuing.

    


    5.4.5            Buyer’s
      Representations and Warranties.  Buyer’s representations
      and warranties set forth in Section 8 below shall be true and correct in all
      material respects on the Closing Date as if made again on the Closing
      Date.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    5.4.6            Buyer’s
      Performance.  Buyer shall have performed all of its
      obligations under this Agreement which by the terms of the Agreement are
      required to be performed by Buyer as of or prior to the Closing
      Date.

    


    5.5           Sellers’
      Approval, Disapproval or Waiver of Conditions.
      Prior to the Closing, Sellers shall notify Buyer and Escrow Holder in writing
      in
      the event that as of the date of Closing, any of the conditions set forth in
      Section 5.4 have not been satisfied or waived by Sellers; provided, however,
      that if any of the conditions set forth in Sections 5.4.2 , 5.4.3 or 5.4.4
      have
      not been satisfied as a result of any act or omission of Sellers or any
      Affiliate of Sellers, then Sellers shall not be entitled to disapprove such
      condition, but rather the same shall, following any applicable notice and cure
      period pursuant to Section 7.2 below, constitute a default by Sellers
      hereunder.  In the event that Sellers are not entitled to disapprove a
      condition or Sellers fail to approve, disapprove or waive such condition, if
      applicable, prior to the Closing, then such condition shall be deemed
      conclusively satisfied or waived by Sellers and thereafter shall not be a
      condition precedent to the performance by Sellers of their respective
      obligations hereunder.

    


    6.           CLOSING
      OF ESCROW

    


    6.1           Closing
      Date.  Subject to extension in order to implement the
      provisions of Section 6.8, and unless this Agreement has been earlier terminated
      in accordance with the applicable provisions of Section 7 below, Escrow shall
      close on the Outside Closing Date; provided, however, that subject to
      satisfaction or waiver of each of the conditions set forth in Sections 5.1
      and
      5.4, Buyer shall be entitled to close Escrow prior to the Outside Closing Date
      upon not less than five (5) days’ notice to Sellers and Escrow Holder; provided
      further, however, that in no event shall the closing occur prior to July 31,
      2007.  The terms “Close of Escrow” and/or “Closing” are used in this
      Agreement to mean the time and date the transactions contemplated hereby are
      closed and the Deed or other applicable conveyance instrument has been delivered
      to Buyer through Escrow, regardless whether the applicable Deed or other
      conveyance instrument is actually recorded in the land records in which the
      applicable Property is situated.  The term “Closing Date” as used in
      this Agreement means the date that the Closing occurs.

    


    6.2           Deposits
      by Sellers.  At or before 5:00 p.m., local time in Los
      Angeles, California, on that date which is not less than one (1) business day
      before the Close of Escrow, Sellers shall deliver or cause to be delivered
      to
      Escrow Holder the following items for handling as described below; provided,
      however, that Escrow need not be concerned with the form or content but only
      with manual delivery of all of the following other than item 6.2.1:

    


    6.2.1            Deeds.  With
      respect to each Property, a duly executed and acknowledged grant deed, special
      warranty deed or equivalent thereof in the applicable State (each a “Deed”)
      conveying the Property in such State to Buyer, in each case subject to
      (collectively the “Permitted Exceptions”): (i) all Impositions, whether past due
      or delinquent, and (ii) all covenants, conditions, restrictions, rights of
      way,
      easements and other matters of record or which would be disclosed by an accurate
      survey or physical inspection of such Property;


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.2.2            Bill
      of Sale.  A duly executed and acknowledged quit claim
      bill of sale conveying any right, title and interest of each applicable Seller
      in and to any tangible personal property located on or within each Property
      to
      Buyer, without warranty except as expressly set forth therein, in the form
      attached hereto as Exhibit “D” or such other form as
      reasonably acceptable to Sellers and Buyer.

    


    6.2.3            [Intentionally
      Deleted];

    


    6.2.4            [Intentionally
      Deleted];

    


    6.2.5           
      Seller’s Certificate.  If any
      express representation or warranty of any Seller set forth in Section 8 hereof
      needs to be modified due to changes since the Effective Date, a certificate
      of
      such Seller, dated as of the Closing Date and executed on behalf of such Seller
      by a duly authorized representative thereof, identifying any such representation
      or warranty which is not, or no longer is, true and correct and explaining
      the
      state of facts giving rise to the change.  In no event shall any
      Seller have any Liability to Buyer for, or be deemed to be in default hereunder
      by reason of any breach of a representation or warranty set forth in Section
      8
      hereof which results from any change that (i) occurs between the Effective
      Date
      and the Closing Date, and (ii) is either expressly permitted under the terms
      of
      this Agreement or beyond the reasonable control of such Seller to
      prevent.  The occurrence of a change in a representation or warranty
      which is permitted hereunder or is beyond the reasonable control of any Seller
      to prevent shall, if materially adverse to Buyer, constitute the non-fulfillment
      of the conditions set forth in Section 5.1.1 hereof.  If, despite
      changes or other matters described in such certificate, the Closing occurs,
      any
      applicable Seller’s representations and warranties set forth in this Agreement
      shall be deemed to have been modified by all statements made in any certificate
      of such Seller delivered pursuant to this Section 6.2.4;

    


    6.2.6            Evidence
      of Authority.  Such certificates or documents as may be
      reasonably required by Escrow Holder in order to cause any Title Policy
      requested by Buyer as provided in Section 6.4 below to be issued and the Close
      of Escrow to occur; provided, however, that in no event shall any Seller be
      required to execute and deliver a so-called owner’s or ALTA affidavit or
      indemnity or a mechanics’ lien indemnity with respect to any Property, except in
      form and substance acceptable to such Seller in its sole, but reasonable
      discretion, and in any event any such affidavit shall be limited to (a) the
      actual knowledge of such Seller (without investigation or the duty to
      investigate) and (b) the direct actions of Seller;

    


    6.2.7            Closing
      Statement.  A duly executed and acknowledged counterpart
      of a joint buyer/seller estimated closing statement to be prepared by Escrow
      Holder and delivered to Sellers and Buyer (the “Closing Statement”);
      and

    


    6.2.8            Additional
      Items.  Any additional funds and/or instruments, signed
      and properly acknowledged by Sellers, if appropriate, as may be necessary to
      comply with Sellers’ obligations under this Agreement.

    


    6.3           Deposits
      by Buyer.  At or before 1:00 p.m., local time in Los
      Angeles, California, on the date of the Close of Escrow, Buyer shall deliver
      or
      cause to be delivered to Escrow Holder:


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    6.3.1            Funds.  Immediately
      available Closing Funds by wire transfer into Escrow Holder’s depository bank
      account in an amount which shall equal the Purchase Price plus all Closing
      costs, charges or prorations payable by Buyer hereunder, as the same shall
      be
      more particularly set forth on the Closing Statement;

    


    6.3.2            [Intentionally
      Deleted];

    


    6.3.3            [Intentionally
      Deleted]; .

    


    6.3.4           
      [Intentionally Deleted];

    


    6.3.5         
        [Intentionally Deleted];

    


    6.3.6           
      Buyer’s Certificate.  If any
      representation or warranty of Buyer set forth in Section 8 hereof needs to
      be
      modified due to changes since the Effective Date, a certificate of Buyer
      addressed to Sellers, dated as of the Closing Date and executed on behalf of
      Buyer by a duly authorized representative thereof, identifying any such
      representation or warranty which is not, or no longer is, true and correct
      and
      explaining the state of facts giving rise to the change.  In no event
      shall Buyer have any Liability to Sellers for, or be deemed to be in default
      hereunder by reason of any breach of a representation or warranty set forth
      in
      Section 8 hereof which results from any change that (i) occurs between the
      Effective Date and the Closing Date and (ii) is either expressly permitted
      under
      the terms of this Agreement or is beyond the reasonable control of Buyer to
      prevent.  The occurrence of a change in a representation or warranty
      which is permitted hereunder or is beyond the reasonable control of Buyer to
      prevent shall, if materially adverse to Sellers, or any of them, constitute
      the
      non-fulfillment of the conditions set forth in Section 5.4.5
      hereof.  If, despite changes or other matters described in such
      certificate, the Closing occurs, Buyer’s representations and warranties set
      forth in this Agreement shall be deemed to have been modified by all statements
      made in such certificate;

    


    6.3.7            Evidence
      of Authority.  Such certificates or documents as may be
      reasonably required by Escrow Holder in order to cause each Title Policy to
      be
      issued and the Close of Escrow to occur;

    


    6.3.8            Closing
      Statement.  A duly executed and acknowledged counterpart
      of the Closing Statement; and

    


    6.3.9            Additional
      Items.  Any additional Funds and/or instruments, signed
      and properly acknowledged by Buyer, if appropriate, as may be necessary to
      comply with Buyer’s obligations under this Agreement.

    


    6.4           Title
      Policies.  At the Close of Escrow, but not as a condition
      thereto, Buyer shall be entitled to request and obtain from Title Company if
      so
      requested by Buyer, with a copy to be delivered to each applicable Seller,
      a
      policy of title insurance with respect to each Property, insuring good and
      indefeasible title to such Property vested in Buyer as of the Closing Date
      in
      the amount of the applicable Allocated Purchase Price, subject to such matters
      of record or apparent as Buyer and Title Company may agree (each, a “Title
      Policy”) and including such endorsements thereto as Buyer may request and Title
      Company agrees to issue (the “Title Endorsements”).  The cost of each
      Title Policy and all Title Endorsements thereto shall be borne by the parties
      as
      provided in Section 6.6 below.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    6.5           Prorations.

    


    6.5.1            Impositions
      and Other Expenses.  Buyer and Sellers acknowledge and
      agree that the each Master Lease is absolutely net to the applicable Lessor,
      and
      that each applicable Lessee is solely responsible for any and all Impositions,
      insurance premiums, utility charges and other expenses incurred in connection
      with the operation, maintenance and use of the respective
      Property.  Accordingly, Buyer and/or the applicable Lessee shall be
      solely responsible for all such amounts whether accruing prior to or after
      the
      Closing and there shall be no prorations on account thereof between Buyer and
      Sellers hereunder.  Any adjustments or prorations of such amounts
      between Buyer and any Lessee shall be solely between such parties and neither
      Sellers nor Escrow Holder shall be concerned therewith.

    


    (a)           Rents.  Notwithstanding
      anything to the contrary herein, all Rents and Charges shall belong to and
      be
      paid over to the applicable Lessor by the applicable Lessee on the Closing
      Date.
      All Minimum Rent and Additional Rent payable by the applicable Lessee to the
      applicable Lessor shall be prorated pursuant to the terms of the Master Purchase
      Agreement, but such prorations shall nevertheless be reflected on the Closing
      Statement executed and delivered hereunder.

    


    6.6           Closing
      and Transaction Costs.

    


    6.6.1            Sellers
      and Buyer shall execute such returns, questionnaires and other documents as
      shall be required with regard to all applicable Transaction Taxes imposed by
      applicable federal, state or local Law.

    


    6.6.2            Upon
      the Closing, Buyer shall be responsible for:

    


    (a)           any
      Transaction Taxes in excess of the portion thereof that is the responsibility
      of
      Sellers as provided in Section 6.6.3 below;

    


    (b)           all
      expenses of or related to the issuance of any Title Polices (including the
      costs
      of any survey required by Buyer and/or the Title Company), any Title
      Endorsements and chain of title reports, and all fees and charges of Escrow
      Holder hereunder in excess of the applicable portion thereof that is the
      responsibility of Sellers as provided in Section 6.6.3 below;

    


    (c)           the
      charges for or in connection with the recording and/or filing of any instrument
      or document provided herein or contemplated by this Agreement, the Related
      Purchase Agreements or any agreement or document described or referred to herein
      or therein;

    


    (d)           all
      reports or studies obtained by or at the direction of Buyer, including all
      appraisal, environmental, engineering or other third party reports and the
      fees
      or costs incurred in connection therewith;


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    (e)           Buyer’s
      legal, accounting and other professional fees and expenses incurred in
      connection with the transactions contemplated hereby, the Related Purchase
      Agreements and the Exhibits hereto and thereto; and

    


    (f)           all
      other costs and expenses incurred in connection with the transactions
      contemplated hereunder, under the Related Purchase Agreements and the Exhibits
      hereto and thereto that are not the responsibility of Sellers as provided in
      Section 6.6.3 below.

    


    6.6.3            Upon
      the Closing, Sellers shall be responsible for:

    


    (a)           Twenty-Seven
      Percent (27%) of the sum of (i) any Transaction Taxes, and (ii) the cost of
      the
      Title Policies and Title Endorsements, provided, however, that neither Sellers
      nor their Affiliates shall be responsible for (i) any Transaction Taxes or
      (ii)
      the cost of any Title Policies and Title Endorsements, in either case, pursuant
      to this Agreement or the Related Purchase Agreements in excess of One Million
      Dollars and 00/100ths ($1,000,000.00), in the aggregate; and

    


    (b)           Sellers’
      legal, accounting and other professional fees and expenses incurred in
      connection with the transactions contemplated hereby and the Exhibits
      hereto.

    


    6.6.4            Any
      personal property conveyed to Buyer as part of any Property is included in
      this
      sale as part of the Allocated Purchase Price for such Property and without
      additional charge therefore.

    


    6.6.5            If
      the Closing does not occur for any reason other than Sellers’ default hereunder,
      Buyer shall pay all title and Escrow cancellation charges and
      expenses.  If the Closing does not occur by reason of Sellers’ default
      hereunder, then in such event Sellers shall be responsible for any title and
      Escrow cancellation charges and expenses.  The provisions of this
      Section 6.6.5 shall survive any early termination of this Agreement prior to
      Closing.

    


    6.7           Completion
      and Distribution of Documents.  Escrow Holder shall also
      undertake the following at or promptly after the Close of Escrow:

    


    6.7.1            If
      necessary, Escrow Holder is authorized and instructed to insert the Closing
      Date
      as the date of any documents conveying or terminating interests herein or to
      become operative as of the Closing Date.

    


    6.7.2            Cause
      each Deed and any other recordable instrument which the parties so direct to
      be
      recorded in the appropriate land records office where the respective Property
      is
      located.  If permitted by applicable law, Escrow Holder is hereby
      instructed not to affix the amount of any Transaction Tax on the face of any
      Deed but to pay on the basis of a separate affidavit signed by either the
      applicable Seller or Buyer, as applicable, and not made a part of the public
      record; and

    


    6.7.3            Cause
      each non-recorded document to be delivered to the party acquiring rights
      thereunder, or for whose benefit such document was obtained.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    6.8           Seller’s
      Election of 1031 Exchange.  Sellers, or any of them, may
      elect to sell one or more of the Properties to Buyer in the form of a
      tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code
      of
      1986, as amended (“1031 Exchange”); provided, however, such 1031 Exchange shall
      not be a condition to any Seller’s obligation to close the transactions
      contemplated by this Agreement; provided further, however, that Sellers shall
      be
      entitled, in their sole discretion, to extend the Closing Date (including the
      Outside Closing Date) for up to ten (10) days by written notice delivered to
      Buyer and Escrow Holder no less than three (3) days prior to the
      scheduled Closing Date in order to accommodate such a 1031
      Exchange.  In the event that Sellers, or any of them, shall so elect a
      1031 Exchange, Sellers shall give written notice to Buyer and Escrow Holder
      of
      such election.  Buyer shall fully cooperate with any such 1031
      Exchange, including with respect to the following as may be requested or
      approved by Sellers, or any of them:

    


    6.8.1            executing
      and delivering amendments to this Agreement and/or amendments and restatements
      of this Agreement so that the transactions contemplated hereby are incorporated
      into one or more cross-contingent agreements;

    


    6.8.2            executing
      and delivering one or more assignments of this Agreement or any of any of
      agreements described in Section 6.8.1 above from Buyer to an Affiliate of Buyer
      or by any Seller to any Affiliate of Seller or to a qualified exchange
      accommodator of Seller or such Affiliate; and

    


    6.8.3            such
      other additional documents;

    


    provided,
      however, that Buyer shall not be required to incur any additional Liabilities
      or
      financial obligations as a consequence of any of the foregoing exchange
      transactions.  Sellers hereby indemnify and hold Buyer harmless from
      any Liabilities to which Buyer may be exposed due to any participation by Buyer
      in such a 1031 Exchange transaction.  The provisions of this Section
      6.8 shall survive the Closing.

    


    7.           TERMINATION

    


    7.1           Early
      Termination for Failure of
      Conditions.

    


    7.1.1            Termination
      by Buyer. If Buyer is entitled to and in fact disapproves any of
      the conditions set forth in Sections 5.1.1 through 5.1.5, inclusive, then Escrow
      and this Agreement shall automatically terminate upon receipt by Sellers and
      Escrow Holder of Buyer’s written notice of disapproval of such condition within
      the time and in the manner provided in Section 5.2; provided, however, that
      if
      there is a failure of (a) any of the conditions set forth in Section 5.1.1
      or
      5.1.2 or (b) any of the conditions set forth in Section 5.1.3, 5.1.4 or 5.1.5
      that results from a breach or default by Sellers or any Affiliate of Seller
      of
      their respective obligations under this Agreement or under any Related Purchase
      Agreement, then in any such event in lieu of terminating this Agreement and
      Escrow pursuant to this Section 7.1, Buyer shall be entitled to exercise its
      rights pursuant to Section 7.2 below.  In addition, without limiting
      the foregoing, the parties acknowledge and agree that the occurrence of any
      event of the type described in the second sentence of Section 5.1.5 above that
      results in the failure of the conditions set forth therein shall also constitute
      and be deemed a default by Sellers under this Agreement entitling Buyer to
      exercise its remedies pursuant to Section 7.2 below.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    7.1.2            Termination
      by Sellers.  If Sellers disapprove any of the conditions
      set forth in Section 5.4 above, then Escrow and this Agreement shall
      automatically terminate upon receipt by Buyer and Escrow Holder of Sellers’
written notice of disapproval thereof at any time prior to the Closing;
      provided, however, that if there is a failure of (a) any of the conditions
      set
      forth in Sections 5.4.5 or 5.4.6 or (b) any of the conditions set forth in
      Sections 5.4.2, 5.4.3, or 5.4.4 that results from a breach or a default by
      Buyer
      or any Affiliate of Buyer of its respective obligations under this Agreement
      or
      under any Related Purchase Agreement, then in any such event in lieu of
      terminating this Agreement and Escrow pursuant to this Section 7.1.2, Sellers
      shall be entitled to exercise their remedies pursuant to Section 7.2
      below.  In addition, without limiting the foregoing, the parties
      acknowledge and agree that the occurrence of any event of the type described
      in
      Section 5.4.1(a) or in the second sentence of Section 5.4.4 above that results
      in the failure of the conditions set forth therein shall also constitute and
      be
      deemed a default by Buyer under this Agreement entitling Sellers to exercise
      their remedies pursuant to Section 7.2 below.

    


    7.1.3            Rights
      and Obligations Upon Termination for Failure of
      Conditions.  If Escrow and this Agreement are terminated
      in the manner and within the applicable time period(s) provided pursuant to
      either Section 7.1.1 or Section 7.1.2 above, (a) all instruments in Escrow
      shall
      be returned to the party depositing the same, (b) Buyer shall return all items
      previously delivered by Sellers to Buyer, (c) the provisions of Section 6.6.5
      above shall apply and the Earnest Money Deposit shall be disbursed in accordance
      with the terms of the Master Purchase Agreement, and (d) neither party shall
      have any further rights, obligations or Liabilities whatsoever to the other
      party concerning the purchase and sale of the Property pursuant to this
      Agreement, except for those Liabilities which are expressly stated in this
      Agreement to survive termination.

    


    7.2           Termination
      by Reason of Default.  If the Closing fails to occur when
      and as provided in Section 6 above by reason of a breach or default (or deemed
      default as provided in the last sentence of either of Section 7.1.1 or Section
      7.1.2 above) of either party of any of its duties, obligations, representations
      or warranties under this Agreement, then the non-defaulting party may elect, by
      written notice to the defaulting party and to Escrow Holder, to terminate Escrow
      and this Agreement, and the Master Purchase Agreement shall govern the
      disbursement of the Earnest Money Deposit as provided therein.  Such
      termination shall be effective five (5) days after delivery of such notice
      (the
“Effective Termination Date”); provided, that (i) the non-defaulting
      party has performed or is in a position to perform all obligations on its part
      to be performed as of the Effective Termination Date other than those
      obligations which the non-defaulting party is prevented from having performed
      by
      reason of the defaulting party’s breach or default; and (ii) the defaulting
      party has not cured the default and the non-defaulting party has not waived
      such
      default by the Effective Termination Date.  Except as otherwise
      provided below in this Section 7.2 and Section 6.6.5 above and in the Master
      Purchase Agreement, Escrow Holder and the parties shall, upon such termination,
      return all of the other party’s funds and documents then held by them to the
      party depositing or delivering the same.  Thereafter, each of the
      parties shall be discharged and released from all obligations and Liabilities
      except as otherwise provided in this Section 7.2 and Section 6.6.5 above and
      in
      the Master Purchase Agreement and except for those obligations and Liabilities
      which are expressly intended to survive the termination of this Agreement,
      including those Liabilities set forth in Section 12.2 below.


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    7.2.1            Seller’s
      Damages.  If the Closing fails to occur by reason of a
      breach or default of this Agreement by Buyer, then Sellers may terminate this
      Agreement as of the Effective Termination Date as provided in Section 7.2 above,
      in which case Buyer shall be Liable for the cancellation and other charges
      and
      expenses as provided for in Section 6.6.5 and the Master Purchase Agreement
      shall govern the disbursement of the Earnest Money Deposit as provided
      therein.

    


    7.2.2            Buyer’s
      Remedies. If the Closing fails to occur by reason
      of a breach or default of this Agreement by Sellers, then Buyer may either
      (a)
      terminate this Agreement as of the Effective Termination Date as provided in
      Section 7.2 above, in which case the Master Purchase Agreement shall govern
      the
      disbursement of the Earnest Money Deposit as provided therein, and Sellers
      shall
      be liable for the cancellation and other charges and expenses provided for
      in
      Section 6.6.5, or (b) enforce specific performance of the obligations of Seller
      here­under; provided, however, that any action by Buyer to seek such
      specific performance must be commenced within thirty (30) calendar days of
      the
      occurrence of the alleged default by Sellers; provided further, however, that,
      except as provided in Section 6.6.5, in no event whatsoever shall Sellers ever
      have any Liability (whether in law or equity) for damages as a result of a
      default by Sellers under this Agreement.

    


    7.3           Relationship
      to Master Leases.  Notwithstanding
      anything to the contrary in this Agreement, no termination of this Agreement
      and
      Escrow by Sellers or Buyer regardless of the reason therefor shall affect the
      rights or obligations of any applicable Lessor or Lessee under any applicable
      Master Lease, each which Master Lease shall remain in full force and effect
      following any such termination of this Agreement prior to the
      Closing.

    


    8.           REPRESENTATIONS
      AND WARRANTIES

    


    8.1           In
      General.  In addition to any express agreements of either
      party contained herein, the following constitute representations and warranties
      by each Seller to Buyer, and by Buyer to each Seller, which shall be true and
      correct as of the date hereof, and the truth and accuracy of such
      representations and warranties as of the Close of Escrow by each party shall
      also constitute a condition to the Close of Escrow for the benefit of the party
      to whom such representations and warranties were made.

    


    8.2           By
      Each Party.  Each Seller represents and warrants to
      Buyer, and Buyer hereby represents and warrants to each Seller, as
      follows:

    


    8.2.1            Authority.  Such
      party has full power and authority to enter into and comply with the terms
      of
      this Agreement, and the individuals executing this Agreement on behalf of such
      party have actual right and authority to bind that party to the terms of this
      Agreement.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    8.2.2            Binding
      Effect.  No action or consent which has not been obtained
      is necessary to make this Agreement, and this Agreement and all documents to
      be
      executed hereunder are or will be when executed the valid and legally binding
      obligations of such party, enforceable in accordance with their respective
      terms, except as such enforceability may be limited by creditors’ rights laws
      and general principles of equity.

    


    8.2.3            No
      Conflict.  The execution and delivery of this Agreement
      and all other documents to be executed by such party hereunder, compliance
      with
      the provisions thereof and hereof and the consummation of the transactions
      contemplated hereunder and thereunder will not result in (a) a breach or
      violation of (i) any Laws applicable to such party now in effect, (ii) the
      Organizational Documents of such party, (iii) any judgment, order or decree
      of
      any governmental authority with jurisdiction binding on such party or (iv)
      subject to the Permitted Exceptions, any other material agreement or instrument
      to which such party is a party or by which it is bound.   Buyer
      shall be solely responsible for obtaining any consents, approvals or waivers
      required under any Permitted Exceptions with respect to any Property in
      connection with the transactions contemplated hereby or under the Related
      Purchase Agreements.  Sellers hereby agree to reasonably cooperate
      with Buyer, without any out-of-pocket cost or expense to Sellers, in seeking
      any
      such required consents, approval or waivers.

    


    8.2.4            Patriot
      Act.  To the actual knowledge of such
      party, such party and its respective Affiliates are in
      compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg.
      49079 (Sept. 25, 2001) (the “Order”) and other similar requirements contained in
      the rules and regulations of the Office of Foreign Assets Control, Department
      of
      Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or
      regulations in respect thereof (the Order and such other rules, regulations,
      legislation or orders collecting called the “Orders”).  Neither such
      party nor any of their Affiliates (A) is listed on the Specially Designated
      Nationals and Blocked Person List maintained by OFAC pursuant to the Order
      and/or on any other list of terrorists or terrorist organizations maintained
      pursuant to any of the rules and regulations of OFAC or pursuant to any other
      applicable Orders (such lists are collectively referred to as the “Lists”), (B)
      is a Person (as defined in the Order) who has been determined by competent
      authority to be subject to the prohibitions contained in the Orders; or (C)
      to
      the actual knowledge of such party, is owned or controlled by (including without
      limitation by virtue of such person being a director or owning voting shares
      or
      interests), or acts for or on behalf of, any person on the Lists or any other
      person who has been determined by competent authority to be subject to the
      prohibitions contained in the Orders.  As used herein, the term
“actual knowledge” as it relates to each Seller shall mean the actual knowledge
      (without investigation or the duty to conduct investigation) of Paul Gallagher
      and Brian J. Maas and as it relates to Buyer shall mean the actual knowledge
      (without investigation or the duty to conduct investigation) of Eric
      Mendelsohn.

    


    8.3           By
      each Seller Only.  Each Seller represents and warrants to
      Buyer as follows:

    


    8.3.1            [Intentionally
      Deleted.]

    


    8.3.2            No
      Tax Withholding.  In accordance with Section 1445 of
      the Internal Revenue Code and the applicable provisions of the California
      Revenue and Taxation Code or other similar laws, (a) such Seller is not now,
      and
      at Closing will not be, a “foreign person,” and (b) Buyer need not withhold tax
      at the Closing as a result of the transactions contemplated
      hereby.  Such Seller shall deliver a separate nonforeign/residency
      affidavit, executed by such Seller, if reasonably required to do so by Escrow
      Holder.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    8.3.3            Litigation,
      Etc.  To the actual knowledge of such Seller (without
      investigation and without the duty to conduct any investigation), there are
      no
      actions, proceedings or investigations pending or threatened against or
      affecting such Seller seeking to enjoin, challenge or collect damages in
      connection with the transactions contemplated by this Agreement or which would
      reasonably be expected to materially and adversely affect the ability of such
      Seller to carry out the transactions contemplated by this Agreement or which
      in
      any way challenge or affect such Seller’s ownership of the applicable Properties
      owned by such Seller, or any of them.

    


    8.4           By
      Buyer Only.  Buyer represents and
      warrants to each Seller as follows:

    


    8.4.1            [Intentionally
      Deleted.]

    


    8.4.2            Litigation,
      Etc.  To the actual knowledge of Buyer (without
      investigation and without the duty to conduct any investigation), there are
      no
      actions, proceedings or investigations pending or to the knowledge of Buyer
      threatened against or affecting Buyer, Summerville or any
      Lessee  seeking to enjoin, challenge or collect damages in connection
      with the transactions contemplated by this Agreement or which would reasonably
      be expected to materially and adversely affect the ability of Buyer,
      Summerville, or any Lessee to carry out the transactions contemplated
      herein.

    


    9.           CERTAIN
      EVENTS PRIOR TO CLOSING

    


    9.1           Loss.  In
      the event of loss (including a loss due to a Condemnation) or damage to a
      Property or any portion thereof and which occurs prior to the Closing, this
      Agreement shall remain in full force and effect, Buyer shall nonetheless proceed
      to purchase the Properties and consummate this Agreement in accordance with
      the
      terms hereof and all insurance proceeds or Condemnation awards payable by reason
      thereof shall belong to Buyer.

    


    9.2           Prompt
      Notices.  Sellers shall give prompt
      notice to Buyer, and Buyer shall give prompt notice to Sellers, of (i) the
      occurrence, or failure to occur, of any event which occurrence or failure would
      be likely to cause (A) any representation or warranty of such party
      contained in this Agreement to be untrue or inaccurate in any material respect
      or (B) any covenant, condition or agreement of such party contained in this
      Agreement to be complied with or satisfied in all material respects and
      (ii) any failure of Sellers, or any of them, or Buyer, as the case may be,
      to comply with or satisfy any covenant, condition or agreement to be complied
      with or satisfied under this Agreement.

    


    9.3           No
      Agreements; Release of
      Mortgages.  Except for this Agreement
      and matters expressly contemplated hereunder or under the Related Purchase
      Agreements, from and after the Effective Date, no Seller shall enter into any
      new contracts or other agreements, either written or oral, with respect to
      any
      of the Properties that shall survive the Closing, or become a Liability of
      Buyer.  Sellers shall cause any mortgages, deeds of trust or other
      security interests of record, caused,  created or assumed in writing
      by Sellers, to be satisfied in full on or before the Closing.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    9.4           Satisfaction
      of Conditions.  From and after the
      Effective Date, each party covenants and agrees with the other to use good
      faith, commercially reasonable efforts to satisfy or cause to be satisfied
      all
      conditions precedent to such party’s obligations hereunder which are in such
      party’s control or over which such party exercises control.

    


    10.           POST-CLOSING
      MATTERS

    


    10.1           Confidentiality
      and Public Disclosure.  Each party shall hold in strict
      confidence all information received from the other party concerning this
      transaction and shall not release any such information to third parties (other
      than attorneys, accountants or other professional consultants, or lenders of
      the
      parties) without the prior written consent of the other party unless otherwise
      required by Law, which approval shall not be unreasonably withheld; provided
      that Buyer shall be entitled to disclose information concerning this transaction
      in connection with a secondary stock offering and as required by any applicable
      securities Law.  Except as provided above, any and all releases of
      information to the public relating to the sale of the Properties and the
      transactions contemplated hereby and under the Related Purchase Agreements
      by
      any party shall be subject to the review and approval by the other party, which
      approval shall not be unreasonably withheld.  Each party will
      undertake to consult with the other prior to responding to any inquiries made
      by
      any third party respecting the transactions contemplated by this
      Agreement.  The provisions of this Section 10.1 shall survive the
      execution and delivery of this Agreement and the occurrence of the
      Closing.

    


    10.2           Indemnification
      by Buyer.  In addition to the other indemnities of Buyer
      contained herein or in any of the other Transaction Documents, Buyer shall
      protect, indemnify, save harmless and defend Sellers and each of their
      respective partners, predecessors, successors and assigns, and their respective
      past, present and future officers, directors, employees, agents,
      representatives, attorneys and all Persons acting by, through, under or in
      concert with any of the foregoing, from and against all Liabilities, based
      upon,
      relating or arising out of the Properties, or any of them, whether accruing
      before or after the Closing Date, including any Liabilities relating to the
      presence or existence of Hazardous Substances of any kind, on, under or about
      the Properties, or any of them, or on adjoining or neighboring property, or
      arising from any use of the Properties, or any of them; provided, however,
      the
      foregoing indemnity shall not extend to any Liabilities which are solely and
      proximately caused by the gross negligence or willful misconduct of Sellers,
      or
      any of them.  Payment shall not be a condition precedent to
      enforcement of the foregoing indemnification.  The provisions of this
      Section 10.2 shall specifically survive the execution and delivery of this
      Agreement and the occurrence of the Closing.

    


    11.           BROKERS

    


    Each
      of
      Sellers, on the one hand, and Buyer, on the other hand, agrees to indemnify,
      defend, protect and hold the other party(ies) and the Properties harmless
      against any Liabilities for any broker’s commission or finder’s fee for which it
      is responsible or which is asserted as a result of its own act or omission
      in
      connection with this transaction.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    12.           MISCELLANEOUS
      PROVISIONS

    


    12.1           Assignment;
      Binding on Successors.  This Agreement shall be binding
      upon and shall inure to the benefit of Buyer and Sellers and their respective
      representatives, successors and assigns; provided, however, that Buyer shall
      not
      have the right to assign this Agreement or any interest or right under this
      Agreement or under the Escrow or to appoint a nominee to act as Buyer under
      this
      Agreement without obtaining the prior written consent of Sellers, which consent
      may be given or withheld in the sole and absolute discretion of Seller;
      provided, however, that without in any way relieving Buyer of any of its duties,
      covenants or obligations hereunder, upon written notice to Sellers given not
      less than ten (10) business days prior to the scheduled Closing Date, Buyer
      may,
      without the consent of Sellers, either (a) assign its rights and obligations
      hereunder with respect to any Property to one or more Affiliates of Buyer or
      Dan
      Baty, an individual, or (b) appoint one or more Affiliates of Buyer or Dan
      Baty
      as a nominee to take title to any Property or any portion thereof; provided,
      however, that any such (i) assignment shall be pursuant to a written assignment
      and assumption agreement reasonably satisfactory to Sellers and (ii) any such
      Affiliate-assignee or nominee shall join in the execution and delivery of the
      Release of Claims at Closing with Buyer.  Any attempted assignment in
      violation of this provision shall be null and void.

    


    By
      Buyer’s execution and delivery hereof, Buyer hereby appoints each of those
      Persons identified on Exhibit G attached hereto as its
      nominee to take title to the respective Property listed opposite the name of
      such nominee.

    


    12.2           Attorneys’
      Fees.  In any dispute or action between the parties
      arising out of this Agreement or the Escrow, or in connection with the
      Properties, or any of them, the prevailing party shall be entitled to have
      and
      recover from the other party its costs and attorneys’ and paralegals’ fees
      related thereto, whether by final judgment or by out of court
      settlement.  The provisions of this Section 12.2 shall survive the
      Closing or any earlier termination of this Agreement.

    


    12.3           Notices.
      Any notice, consent, approval, demand or other communication required or
      permitted to be given hereunder (a “notice”) must be in writing and may be
      served personally or by U.S. Mail.  If served by U.S. Mail, it shall
      be addressed as follows:

    


    
      	
               

            	
              If
                to Sellers: 

            	
              c/o
                Health Care Property Investors, Inc. 

            
	 	
               

            	
              3760
                Kilroy Airport Way, Suite 300 

            
	 	 	
              Long
                Beach, California 90806 

            
	 	 	
              Attn:

            	
              Legal
                Department

            
	 	 	
              Fax:

            	
              (562)
                733-5200

            
	 	 	
               

            	 
	 	
              with
                a copy to:

            	
              Latham
                & Watkins LLP 

            
	 	 	
              650
                Town Center Drive, Suite 2000 

            
	 	 	
              Costa
                Mesa, California 92626-1925 

            
	 	 	
              Attn:

            	
              David
                C. Meckler, Esq.

            
	 	 	
              Fax:

            	
              (714)
                755-8290

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              If
                to Buyer:

            	
              Emeritus
                Corporation 

            
	 	
               

            	
              3131
                Elliott Avenue, Suite 500 

            
	 	 	
              Seattle,
                Washington  98121 

            
	 	 	
              Phone:

            	
              (206)
                301-4493

            
	 	 	
              Fax:

            	
              (206)
                301-4500

            
	 	 	
              Attn:

            	
              Eric
                Mendelsohn

            
	 	 	
               

            	 
	 	
              with
                a copy to:

            	
              Pircher,
                Nichols & Meeks 

            
	 	 	
              900
                North Michigan Avenue, Suite 1050 

            
	 	 	
              Chicago,
                Illinois 60611 

            
	 	 	
              Attention:  

            	Real
              Estate Notices (JDL/MJK)
	 	 	
              Phone:

            	
              (312)
                915-3112

            
	 	 	
              Fax:

            	
              (312)
                915-3348

            


    

    


    Any
      notice which is personally served shall be effective upon the date of service;
      any notice given by U.S. Mail shall be deemed effectively given, if deposited
      in
      the United States Mail, registered or certified with return receipt requested,
      postage prepaid and addressed as provided above, on the date of receipt, refusal
      or non-delivery indicated on the return receipt.  In addition, either
      party may send notices by facsimile or by a nationally recognized overnight
      courier service which provides written proof of delivery (such as U.P.S. or
      Federal Express).  Any notice sent by facsimile shall be effective
      upon confirmation of receipt in legible form, and any notice sent by a
      nationally recognized overnight courier shall be effective on the date of
      delivery to the party at its address specified above as set forth in the
      courier's delivery receipt.  Any party may, by notice to the other
      from time to time in the manner herein provided, specify a different address
      for
      notice purposes.

    


    12.4           Governing
      Law; Jurisdiction.  THIS AGREEMENT WAS NEGOTIATED IN THE
      STATE OF CALIFORNIA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
      RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED
      HEREBY.  ACCORDINGLY, EXCEPT WHERE FEDERAL LAW IS APPLICABLE AND
      UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN OR REQUIRED BY ANY APPLICABLE LAW,
      THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      LAWS
      OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF
      LAW).  EACH OF BUYER AND SELLER HEREBY IRREVOCABLY SUBMIT TO THE
      JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF CALIFORNIA AND
      CONSENT TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING ARISING OUT OF, OR IN
      CONNECTION WITH, THIS AGREEMENT, BY ANY MEANS AUTHORIZED BY CALIFORNIA
      LAW.

    


    12.5           Interpretation.  All
      provisions herein shall be construed in all cases as a whole according to its
      fair meaning, neither strictly for nor against either Buyer or Sellers and
      without regard for the identity of the party initially preparing this
      Agreement.  Titles and captions are inserted for convenience only and
      shall not define, limit or construe in any way the scope or intent of this
      Agreement.  References to Sections are to Sections as numbered in this
      Agreement unless expressly stated otherwise.


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    12.6           Gender;
      Joint Obligations.  As used in this Agreement, the
      masculine, feminine or neuter gender and the singular or plural number shall
      each be deemed to include the others where and when the context so
      dictates.  If more than one party, trust or other entity is the Buyer
      hereunder, the obligations of all such parties shall be joint and
      several.

    


    12.7           No
      Waiver.  A waiver by any party of a breach of any of the
      covenants, conditions or agreements to be performed by the other parties shall
      be in writing to be effective and no such written waiver shall be construed
      as a
      waiver of any succeeding breach of the same or other covenants, conditions
      or
      Agreements.

    


    12.8           Modifications.  Any
      alteration, change or modification of or to this Agreement, in order to become
      effective, must be made in writing and in each instance signed on behalf of
      each
      party to be charged.

    


    12.9           Severability.  If
      any term, provision, condition or covenant of this Agreement or its application
      to any party or circumstances shall be held, to any extent, invalid or
      unenforceable, the remainder of this Agreement, or the application of the term,
      provision, condition or covenant to persons or circumstances other than those
      as
      to whom or which it is held invalid or unenforceable, shall not be affected,
      and
      shall be valid and enforceable to the fullest extent permitted by
      law.

    


    12.10         Survival.  The
      conveyance of the Properties to Buyer shall constitute full performance and
      discharge of every representation, warranty and covenant and agreement of
      Sellers to be performed hereunder by the Closing, notwithstanding anything
      herein to the contrary.  Thereupon, all representations or warranties,
      covenants or agreements by either Buyer or Sellers contained in this Agreement
      will terminate and will not survive the Closing, except for the representations
      and agreements that contemplate performance after Closing such as the proration
      matters set forth in Section 6.2, the post-closing matters set forth in Section
      10, payment of brokerage fees set forth in Section 11, all matters set forth
      in
      this Section 12.10 and the Release of Claims to be executed and delivered by
      Buyer, each Lessee, and any nominees of Buyer hereunder or under any Related
      Purchase Agreement in favor of Sellers at the Closing, and any other matter
      or
      provision hereof that is expressly stated in this Agreement to survive the
      Closing.

    


    12.11
              Merger
      of Prior Agreements.  This Agreement and the other
      Transaction Documents contain the entire understanding between the parties
      relating to the transactions contemplated by this Agreement and under the
      Related Purchase Agreements.  All prior or contemporaneous agreements,
      understandings, representations and statements, whether direct or indirect,
      oral
      or written, are merged into and superseded by this Agreement and the other
      Transaction Documents, and shall be of no further force or effect.

    


    12.12         Time
      of Essence.  Time is of the essence of this
      Agreement.

    


    12.13         Counterparts.  This
      Agreement may be signed in multiple counterparts which, when duly delivered
      and
      taken together, shall constitute a binding Agreement between all
      parties.


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    12.14         Exhibits
      and Addendum.  All exhibits and the addendum attached to
      this Agreement are incorporated herein by reference.

    


    12.15         Cooperation
      of Parties.  Each party agrees to sign any other and
      further instruments and documents and take such other actions as may be
      reasonably necessary or proper in order to accomplish the intent of this
      Agreement.

    


    12.16         No
      Third Party Beneficiaries.  Except as otherwise expressly
      provided herein, the provisions of this Agreement are intended to be solely
      for
      the benefit of the parties hereto, and the execution and delivery of this
      Agreement shall not be deemed to confer any rights upon, nor obligate any of
      the
      parties hereunder, to any person or entity other than the parties to this
      Agreement.

    


    12.17         Dates.  If,
      pursuant to this Agreement, any date indicated herein falls on an official
      United States holiday, or a Saturday or Sunday, the date so indicated shall
      mean
      the next business day following such date.

    


    12.18         Waiver
      of Trial by Jury. BUYER AND SELLERS EACH
      ACKNOWLEDGE THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT
      TO
      ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES AND
      THE
      STATE OF CALIFORNIA AND THE STATE IN WHICH ANY PROPERTY IS
      LOCATED.  BUYER AND SELLERS EACH HEREBY EXPRESSLY WAIVES ANY RIGHT TO
      TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER
      THIS AGREEMENT (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR (ii)
      IN
      ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF BUYER
      AND
      SELLERS WITH RESPECT TO THIS AGREEMENT (OR ANY AGREEMENT FORMED PURSUANT TO
      THE
      TERMS HEREOF) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
      DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO,
      IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING
      IN CONTRACT OR TORT OR OTHERWISE; BUYER AND SELLERS EACH HEREBY AGREES AND
      CONSENTS THAT, SUBJECT TO SECTION 12.19, ANY SUCH CLAIM, DEMAND, ACTION OR
      CAUSE
      OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER
      PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE
      OF
      THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY
      JURY.

    


    BUYER’S
      INITIALS:    /s/ EM

    


    SELLERS
      INITIALS:     /s/
      BM                /s/
      BM


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    12.19         Arbitration
      of Disputes.

    


    (a)           EXCEPT
      AS PROVIDED IN SECTION 12.19(b) BELOW, ANY CONTROVERSY, DISPUTE OR CLAIM OF
      WHATSOEVER NATURE ARISING OUT OF, IN CONNECTION WITH, OR IN RELATION TO THE
      INTERPRETATION, PERFORMANCE OR BREACH OF THIS AGREEMENT, INCLUDING ANY CLAIM
      BASED ON CONTRACT, TORT OR STATUTE, SHALL BE DETERMINED BY FINAL AND BINDING,
      CONFIDENTIAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION
      (“AAA”) IN ACCORDANCE WITH ITS THEN-EXISTING REAL ESTATE INDUSTRY ARBITRATION
      RULES, EXCEPT AS MODIFIED BY EXPRESS PROVISIONS HEREIN.  THE
      ARBITRATION SHALL BE CONDUCTED BY A SINGLE ARBITRATOR WHO SHALL BE A RETIRED
      JUDGE OF THE COURT SELECTED BY MUTUAL AGREEMENT OF THE PARTIES, AND IF THEY
      CANNOT SO AGREE WITHIN FIFTEEN (15) DAYS AFTER THE CLAIM DATE, THE ARBITRATOR
      SHALL BE A RETIRED JUDGE OF THE COURT SELECTED UNDER THE AAA
      RULES.  ANY ARBITRATION HEREUNDER SHALL BE GOVERNED BY THE UNITED
      STATES ARBITRATION ACT, 9 U.S.C. 1-16 (OR ANY SUCCESSOR LEGISLATION THERETO),
      AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED BY ANY
      STATE OR FEDERAL COURT HAVING JURISDICTION THEREOF.  NEITHER BUYER,
      SELLER NOR THE ARBITRATOR SHALL DISCLOSE THE EXISTENCE, CONTENT OR RESULTS
      OF
      ANY ARBITRATION HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES;
      PROVIDED, HOWEVER, THAT EITHER PARTY MAY DISCLOSE THE EXISTENCE, CONTENT OR
      RESULTS OF ANY SUCH ARBITRATION TO ITS PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES,
      AGENTS, ATTORNEYS AND ACCOUNTANTS AND TO ANY OTHER PERSON TO WHOM DISCLOSURE
      IS
      REQUIRED BY APPLICABLE GOVERNMENTAL REQUIREMENTS, INCLUDING PURSUANT TO AN
      ORDER
      OF A COURT OF COMPETENT JURISDICTION.  UNLESS OTHERWISE AGREED BY THE
      PARTIES, ANY ARBITRATION HEREUNDER SHALL BE HELD AT A NEUTRAL LOCATION SELECTED
      BY THE ARBITRATOR IN LOS ANGELES, CALIFORNIA.  THE COST OF THE
      ARBITRATOR AND THE EXPENSES RELATING TO THE ARBITRATION (EXCLUSIVE OF LEGAL
      FEES) SHALL BE BORNE EQUALLY BY BUYER AND SELLER UNLESS OTHERWISE SPECIFIED
      IN
      THE AWARD OF THE ARBITRATOR.  SUCH FEES AND COSTS PAID OR PAYABLE TO
      THE ARBITRATOR SHALL BE INCLUDED IN “COSTS AND ATTORNEYS’ AND PARALEGALS’ FEES”
FOR PURPOSES OF SECTION 12.2 AND THE ARBITRATOR SHALL SPECIFICALLY HAVE THE
      POWER TO AWARD TO THE PREVAILING PARTY PURSUANT TO SUCH SECTION 12.2 SUCH
      PARTY’S COSTS AND EXPENSES INCURRED IN SUCH ARBITRATION, INCLUDING FEES AND
      COSTS PAID TO THE ARBITRATOR.  DISCOVERY SHALL BE LIMITED TO REQUESTS
      FOR PRODUCTION OR INSPECTION OF DOCUMENTS AND THINGS, REQUESTS FOR ADMISSIONS
      AND DEPOSITIONS, UNDER THE CALIFORNIA DISCOVERY ACT, AS INCORPORATED INTO THE
      CODE OF CIVIL PROCEDURE.  ALL SUCH DISCOVERY SHALL BE COMPLETED NO
      LATER THAN TEN (10) DAYS BEFORE THE FIRST HEARING DATE ESTABLISHED BY THE
      ARBITRATOR.  THE ARBITRATOR MAY EXTEND SUCH PERIOD IN THE EVENT OF A
      PARTY’S FAILURE OR REFUSAL TO PROVIDE IN COMPLIANCE WITH THE CODE OF CIVIL
      PROCEDURE EXCEPT FOR THE TIME PROVISIONS, REQUESTED DISCOVERY AUTHORIZED BY
      THESE ARBITRATION PROVISIONS FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT
      LIMITATION, OBJECTIONS RAISED TO SUCH DISCOVERY OR UNAVAILABILITY OF A WITNESS
      DUE TO ABSENCE OR ILLNESS.  NO PARTY SHALL BE ENTITLED TO “PRIORITY”
IN CONDUCTING DISCOVERY.  THE ARBITRATOR SHALL DETERMINE THE MANNER IN
      WHICH THE ARBITRATION HEARING IS CONDUCTED INCLUDING THE TIMING AND PRESENTATION
      OF EVIDENCE AND ARGUMENT, AND ALL OTHER QUESTIONS THAT MAY ARISE WITH RESPECT
      TO
      THE ARBITRATION PROCEEDINGS.  THE ARBITRATOR SHALL BE REQUIRED TO
      DETERMINE ALL ISSUES IN ACCORDANCE WITH EXISTING CASE AND STATUTORY LAWS OF
      CALIFORNIA.  THE RULES OF EVIDENCE APPLICABLE TO CIVIL TRIALS IN
      CALIFORNIA SHALL BE APPLICABLE TO THE ARBITRATION PROCEEDING.  THE
      ARBITRATOR SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF AS
      IS
      EXPRESSLY PROVIDED BY THIS AGREEMENT.  THE ARBITRATOR SHALL ISSUE AN
      AWARD AT THE CLOSE OF THE ARBITRATION PROCEEDING THAT SHALL DISPOSE OF ALL
      OF
      THE CONTROVERSIES, DISPUTES AND CLAIMS OF THE PARTIES THAT ARE THE SUBJECT
      OF
      THE ARBITRATION.


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (b)           THE
      PROVISIONS OF THIS SECTION 12.19 SHALL NOT APPLY TO ANY REQUEST OR APPLICATION
      FOR AN ORDER OR DECREE GRANTING ANY PROVISIONAL OR ANCILLARY REMEDY (SUCH AS
      A
      TEMPORARY RESTRAINING ORDER OR INJUNCTION) WITH RESPECT TO ANY RIGHT OR
      OBLIGATION OF EITHER PARTY TO THIS AGREEMENT, AND ANY PRELIMINARY DETERMINATION
      OF THE UNDERLYING CONTROVERSY, DISPUTE, QUESTION OR ISSUE AS IS REQUIRED TO
      DETERMINE WHETHER OR NOT TO GRANT SUCH RELIEF.  A FINAL AND BINDING
      DETERMINATION OF SUCH UNDERLYING CONTROVERSY, DISPUTE, QUESTION OR ISSUE SHALL
      BE MADE BY AN ARBITRATION CONDUCTED PURSUANT TO THIS SECTION 12.19 AFTER AN
      APPROPRIATE TRANSFER OR REFERENCE TO THE ARBITRATOR SELECTED PURSUANT TO THIS
      SECTION 12.19 UPON MOTION OR APPLICATION OF EITHER PARTY HERETO.  ANY
      ANCILLARY OR PROVISIONAL RELIEF WHICH IS GRANTED PURSUANT TO THIS SECTION
      12.19(b) SHALL CONTINUE IN EFFECT PENDING AN ARBITRATION DETERMINATION AND
      ENTRY
      OF JUDGMENT THEREON PURSUANT TO THIS SECTION 12.19.

    


    NOTICE:  BY
      INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING
      OUT
      OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY
      NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY
      RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY
      TRIAL.  BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
      JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY
      INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION.  IF YOU REFUSE TO
      SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED
      TO
      ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
      PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
      VOLUNTARY.

    


    WE
      HAVE
      READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT
      OF
      THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION TO NEUTRAL
      ARBITRATION.

    


    BUYER’S
      INITIALS: /s/ EM

    


    SELLERS
      INITIALS: /s/
      BM                   /s/
      BM


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    12.20         Seller’s
      Designated Agent.  Each Seller hereby
      appoints HCP to act as its designated agent and representative for all purposes
      of this Agreement.  Accordingly, all notices given to or by, and all
      actions taken by HCP, for itself or on behalf of any Seller hereunder, shall
      be
      binding upon each other Seller hereunder as if such Seller had individually
      given or received such notice or taken such action, and each Seller, by entering
      into this Agreement, authorizes HCP to receive or give such notices and take
      such actions on its behalf.

    


    12.21         No
      Consent or Waiver Relating to Emeritus/Summerville Merger
      Transaction.  Nothing contained herein or in any of the
      other Transaction Documents (except as expressly provided therein) shall be
      deemed or construed to be the consent or approval by or waiver of any rights
      by
      HCP or any Affiliate of HCP to the proposed Emeritus/Summerville
      Merger.

    


    12.22         Property
      Disclosures Generally.  Buyer hereby waives the right to
      receive and any obligation of Sellers to deliver any disclosures applicable
      to
      any Property and required by Law; provided, however, if such waiver is not
      permitted by applicable Law, then Buyer shall promptly notify Sellers in writing
      thereof and Sellers shall provide, at Buyer’s expense, any such required
      disclosures as soon as practicable following Sellers’ receipt of Buyer’s notice.
      The provisions of this Section 12.22 shall survive the Closing or any earlier
      termination of this Agreement.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    
      	
              SELLERS:

            	
              HEALTH
                CARE PROPERTY INVESTORS, INC., 

            
	 	
              a
                Maryland corporation 

            
	 	 	 
	 	
              By:
                /s/ Brian J. Maas 

            
	 	
              Brian
                J. Maas 

            
	 	
              Its:
                Senior Vice President 

            
	 	 	 
	 	 	 
	 	
              FAEC
                HOLDINGS (EP), LLC, 

            
	 	a
              Delaware limited liability company 
	 	 	 
	 	
              By:      
                

            	
              Health
                Care Property Investors, Inc.,

            
	 	 	
              a
                Maryland corporation,

            
	 	 	
              its
                sole member

            
	 	 	 
	 	
              By:
                /s/ Brian J. Maas 

            
	 	
              Brian
                J. Maas 

            
	 	
              Its:
                Senior Vice President 

            


    

    


    


    [Signature
      Page Continues on Following Page]

    

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
      	
              BUYER:

            	
              EMERITUS
                CORPORATION, 

            	 
	 	
              a
                Washington corporation 

            	 
	 	 	 	 
	 	
              By:  
                

            	
              /s/
                Eric Mendelsohn

            	 
	 	 	
              Eric
                Mendelsohn

            	 
	 	 	
              Director
                of Real Estate and Legal Affairs

            	 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ACCEPTANCE
      BY TITLE COMPANY

    


    Title
      Company hereby agrees to establish an Escrow and act as the “Escrow Holder” in
      accordance with the provisions of the Agreement.  Title Company
      further agrees to deliver immediately to Buyer and Seller fully executed copies
      of the Agreement.  Title Company’s Escrow Number and Escrow Officer
      for the transaction contemplated hereby, address for notices for this Escrow,
      Escrow Account No. and wiring information is set forth below.

    


    CHICAGO
      TITLE INSURANCE COMPANY

    


     

    
      	 By:  
              	
              /s/
                Angie Koetters  

            	 
	 	 	 
	 Its: 	
              Escrow
                Officer 

            	 


    

    


    Date:  August
      ___, 2007

    


    
      	 	
              Escrow
                No.:

            	
              27061892 

            	 
	 	 	 	 	 
	 	
              Escrow
                Officer:

            	
              Angie
                Koetters

            	 
	 	 	Telephone
              No.:	(312)
              223-2718 	 
	 	 	Fax
              No.: 	(312)
              223-5888 	 
	 	 	 	 	 
	 	
              Address
                for Notices:

            	
              Chicago
                Title and Trust Company 

            	 
	 	 	
              171
                North Clark 

            	 
	 	 	
              Chicago,
                IL  60601 

            	 
	 	 	 	 	 
	 	
              Wiring
                Information:

            	 	 	 
	 	 	 	 	 
	 	
              Bank:

            	
              LaSalle
                National Bank 

            	 
	 	 	
              135
                S. LaSalle Street 

            	 
	 	 	
              Chicago,
                IL  60603 

            	 
	 	 	 	 	 
	 	
              ABA
                No.:

            	 	 	 
	 	 	 	 	 
	 	
              Credit
                to:

            	
              Chicago
                Title and Trust Company, Loop 

            	 
	 	 	  	 
	 	 	  	 
	 	 	 	 
	 	
              Account
                No.:

            	  	 
	 	 	 	 	 
	 	
              Reference:

            	
              Escrow
                No. D1 027047813 

            	 
	 	 	
              Escrow
                Officer:

            	
              Angie
                Koetters

            	 
	 	 	 	
              Closing
                Division: D1

            	 
	 	 	
              Re:  HCP/Emeritus 

            	 


    

     

     

    3