ex10_6704.htm


    
      

    

    
      Exhibit
        10.67.04

      [Cedar
        Rapids, Iowa]

       

       

      
        

        

      

       

      PURCHASE
        AND SALE AGREEMENT

      AND

      JOINT
        ESCROW INSTRUCTIONS

      


      


      By
        and
        Between

      


      


      HEALTH
        CARE PROPERTY INVESTORS, INC.,

      a
        Maryland corporation

      


      as
        “Seller”

      


      


      and

      


      


      EMERITUS
        CORPORATION,

      a
        Washington corporation,

      


      as
        “Buyer”

       

       

      
        

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      TABLE
        OF CONTENTS

      


      
        	 	 	
                Page

              
	
                1.

              	
                DEFINITIONS

              	
                1

              
	
                 

              	 	 
	
                2.

              	
                SALE
                  OF THE PROPERTY

              	
                4

              
	 	 	 
	
                3.

              	
                ESCROW

              	
                4

              
	 	 	 
	
                4.

              	
                PURCHASE
                  PRICE; ALLOCATION OF PURCHASE PRICE

              	
                5

              
	 	 	 
	
                5.

              	
                CONDITIONS
                  TO CLOSING; AS IS PURCHASE

              	
                5

              
	 	 	 
	
                6.

              	
                CLOSING
                  OF ESCROW

              	
                8

              
	 	 	 
	
                7.

              	
                TERMINATION

              	
                13

              
	 	 	 
	
                8.

              	
                REPRESENTATIONS
                  AND WARRANTIES

              	
                15

              
	 	 	 
	
                9.

              	
                CERTAIN
                  EVENTS PRIOR TO CLOSING

              	
                17

              
	 	 	 
	
                10.

              	
                POST-CLOSING
                  MATTERS

              	
                17

              
	 	 	 
	
                11.

              	
                BROKERS

              	
                18

              
	 	 	 
	
                12.

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                18

              


      

      


      
        	
                EXHIBITS

              	 
	 	 
	
                A

              	
                Description
                  of Emeritus Master Lease

              
	
                 

              	 
	
                B

              	
                Escrow
                  General Provisions

              
	 	 
	
                C

              	
                [RESERVED]

              
	 	 
	
                D

              	
                Form
                  of Quitclaim Bill of Sale

              
	 	 
	
                E

              	
                [RESERVED]

              
	 	 
	
                F

              	
                [RESERVED]

              
	 	 
	
                G

              	
                Nominee
                  and Property/Facility

              
	 	 
	
                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 (“Seller”) and EMERITUS CORPORATION, a Washington
        corporation (“Buyer”), as follows:

       

      RECITALS

       

      A.           Seller
        is the owner of the Property (as defined below).

       

      B.           The
        Property is currently leased, together with certain other property, by Seller
        and/or certain Affiliates (as defined below) of Seller to Buyer and/or certain
        Affiliates of Buyer pursuant to the Emeritus Master Lease (as defined
        below).

       

      C.           Buyer
        desires to purchase the Property from Seller and Seller desires to sell the
        Property 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 Seller 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:  “Additional Charges,” as
        defined in the Emeritus Master Lease and allocable to the Property.

       

      1.3           Additional
        Rent:  “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 the
        Property.

      
         

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

         

        1.5           
           Bill of Sale:  As
          defined in Section 6.2.2.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.6          
          Close of Escrow, Closing Date and/or
        Closing:  As defined in Section 6.1.

       

      1.7           
         Closing Funds:  As
        defined in Section 4.4.

       

      1.8          
          Condemnation:  “Condemnation,”
as defined in the Emeritus Master
        Lease.

       

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

       

      1.10           Deed:  As
        defined in Section 6.2.1.

       

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

       

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

       

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

       

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

       

      1.15           Escrow
        Holder:  As defined in Section
        3.1.

       

      1.16           Event
        of Default: “Event of Default,” as defined in the
        Emeritus Master Lease.

       

      1.17           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.

       

      1.18           Hazardous
        Substance:  “Hazardous Substance,” as
        defined in the Emeritus Master Lease.

       

      1.19           HCP:  Health
        Care Property Investors, Inc., a Maryland corporation.

       

      1.20           Impositions:  “Impositions,”
        as defined in the Emeritus Master Lease with respect to the
        Property.

       

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

       

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

       

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

       

      1.24           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”).

       

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


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.26           Minimum
        Rent:  “Minimum Rent,” as defined in the
        Emeritus Master Lease with respect to the Property.

       

      1.27           Opening
        of Escrow:  As defined in Section
        3.3.

       

      1.28           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.

       

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

       

      1.30           Permitted
        Exceptions:  As defined in Section
        6.2.1.

       

      1.31           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).

       

      1.32           Property:  The
        “Leased Property” (as defined in the Emeritus Master Lease) of the “Facility”
(as defined in the Emeritus Master Lease) listed on Exhibit
        G attached hereto, less any portion which has been taken by reason
        of any Condemnation or other exercise of the power of eminent
        domain.  The parties acknowledge that the Property for purposes of
        this Agreement includes only the “Leased Property” of the “Facility”
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 Seller and/or
        its
        Affiliates are selling and Buyer is purchasing all of 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 the “Facility” listed  on Exhibit
        G attached hereto.

       

      1.33           Purchase
        Price:  As defined in Section
        4.1.

       

      1.34           Related
        Purchase Agreements:  The agreements identified on
Schedule 1 attached hereto between and/or among
        Seller
        or certain Affiliates of Seller, 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”).

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      1.36           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.

       

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

       

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

       

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

       

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

       

      1.41           Summerville
        Master Lease:  As defined in the Master
        Purchase Agreement.

       

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

       

      1.43           Title
        Policy:  As defined in Section
        6.4.

       

      1.44           Title
        Endorsements:  As defined in Section
        6.4.

       

      1.45           Transaction
        Documents:  Collectively, this
        Agreement, the Deed, the Bill 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.

       

      1.46           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
        the
        Property.

       

      2.            
        SALE OF THE PROPERTY

       

      Buyer
        agrees to purchase and accept from Seller, and Seller agrees to sell, convey
        and
        assign to Buyer, the Property on the terms and subject to the conditions
        set
        forth herein.

       

      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 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.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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 Seller and each Related Purchase Agreement by the Parties
        thereto.  Escrow Holder shall immediately notify Buyer, Seller 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 Property shall be Eight Million Thirty Thousand Five Hundred
        Seventy-Nine Dollars and 00/100ths ($8,030,579.00) (the “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”).

       

      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 Property shall be subject to satisfaction
        of
        each of the conditions set forth in this Section 5.1 on and as of the Closing
        Date.  Seller 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

          
            

          

        

        
          
          

        

      

       

                                        
        5.1.1          Seller’s
        Representations and Warranties.  The representations and
        warranties of 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         
Seller’s Performance.  Seller shall have
        performed all of its obligations under this Agreement which by the terms
        of this
        Agreement are required to be performed by Seller as of or prior to the Closing
        Date.

       

        
        5.1.3          [Intentionally
        Omitted].

       

         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 Seller 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.

       

      5.3           
         “AS IS” SALE.  IT IS
        EXPRESSLY UNDERSTOOD AND AGREED THAT BUYER IS ACQUIRING THE PROPERTY “AS IS,” IN
        ITS PRESENT STATE AND CONDITION, WITHOUT ANY REPRESENTATIONS OR WARRANTIES
        FROM
        SELLER 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, SELLER MAKES NO REPRESENTATION OR WARRANTY RESPECTING
        THE USE, CONDITION, TITLE, OPERATION OR MANAGEMENT OF THE PROPERTY, 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
        the Property, as well as the fact that Buyer or its Affiliates originally
        sold
        to and/or developed on behalf of Seller the Property 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 the
        Property.  As a result, Buyer hereby expressly waives any notice
        requirements which may be imposed upon 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
        Property as provided herein, Buyer shall have thereby approved all aspects
        of
        the Property and this transaction and thereby waives any claim or Liability
        against Seller.  In furtherance of the foregoing, at the Closing,
        Buyer shall and shall cause Lessee to execute and deliver to Seller the Release
        of Claims. The provisions of this Section 5.3 shall survive the
        Closing.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      5.4         
           Seller’s
        Conditions.  Provided that Seller is not in breach or
        default of any provision of this Agreement, the obligation of Seller to sell
        the
        Property shall be subject to satisfaction of each of the conditions set forth
        in
        this Section 5.4.  Seller 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 Seller in writing.

       

        
        5.4.1          No
        Default Under Emeritus Master Lease.  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 Lessee under the Emeritus
        Master
        Lease shall have occurred and be continuing and (b) all Rent and Charges
        shall be paid as and when due under the Emeritus Master Lease, through but
        not
        including the Closing Date.

       

        
        5.4.2          [Intentionally
        Omitted].

       

        
        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.

       

        
        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        
            Seller’s Approval, Disapproval or Waiver of
        Conditions. Prior to the Closing, Seller 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 Seller; 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 Seller or any Affiliate of Seller, then Seller 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 Seller hereunder.  In the event that Seller is not entitled
        to disapprove a condition or Seller fails to approve, disapprove or waive
        such
        condition, if applicable, prior to the Closing, then such condition shall
        be
        deemed conclusively satisfied or waived by Seller and thereafter shall not
        be a
        condition precedent to the performance by Seller of its obligations
        hereunder.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      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 Seller 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
        Deed or other conveyance instrument is actually recorded in the land records
        in
        which the Property is situated.  The term “Closing Date” as used in
        this Agreement means the date that the Closing occurs.

       

      6.2           
         Deposits by Seller.  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, Seller 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          Deed.  A
        duly executed and acknowledged grant deed, special warranty deed or equivalent
        thereof in the State (a “Deed”) conveying the Property to Buyer, 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 the Property;

       

        
        6.2.2         
Bill of Sale.  A duly executed and
        acknowledged quit claim bill of sale conveying any right, title and interest
        of
        Seller in and to any tangible personal property located on or within the
        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 Seller 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 Seller set forth in Section 8 hereof needs
        to be
        modified due to changes since the Effective Date, a certificate of Seller,
        dated
        as of the Closing Date and executed on behalf of 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 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 Seller to prevent.  The occurrence of a change
        in a representation or warranty which is permitted hereunder or is beyond
        the
        reasonable control of 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, 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 Seller delivered pursuant to this Section
        6.2.4;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       
          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 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 the Property, except in form and
        substance acceptable to Seller in its sole, but reasonable discretion, and
        in
        any event any such affidavit shall be limited to (a) the actual knowledge
        of
        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 Seller and Buyer (the “Closing Statement”);
        and

       

        
        6.2.8           Additional
        Items.  Any additional funds and/or instruments, signed
        and properly acknowledged by Seller, if appropriate, as may be necessary
        to
        comply with Seller’s 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:

       

        
        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 Seller,
        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 Seller 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 Seller, 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;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

        
        6.3.7           Evidence
        of Authority.  Such certificates or documents as may be
        reasonably required by Escrow Holder in order to cause the 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 Seller,
        a
        policy of title insurance with respect to the Property, insuring good and
        indefeasible title to the Property vested in Buyer as of the Closing Date
        in the
        amount of the Purchase Price, subject to such matters of record or apparent
        as
        Buyer and Title Company may agree (a “Title Policy”) and including such
        endorsements thereto as Buyer may request and Title Company agrees to issue
        (the
“Title Endorsements”).  The cost of any Title Policy and all Title
        Endorsements thereto shall be borne by the parties as provided in Section
        6.6
        below.

       

      6.5            
        Prorations.

       

        
        6.5.1        
 Impositions and Other Expenses.  Buyer
        and Seller acknowledge and agree that the Emeritus Master Lease is absolutely
        net to Lessor, and that 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
        Property.  Accordingly, Buyer and/or 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 Seller
        hereunder.  Any adjustments or prorations of such amounts between
        Buyer and Lessee shall be solely between such parties and neither Seller
        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 Lessor by Lessee on the Closing Date. All Minimum Rent and
        Additional Rent payable by Lessee to 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.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      6.6            
        Closing and Transaction Costs.

       

        
        6.6.1          Seller
        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
        Seller as provided in Section 6.6.3 below;

       

                        (b)           all
        expenses of or related to the issuance of any Title Policy (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 Seller 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;

       

                        (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 Seller as provided
        in
        Section 6.6.3 below.

       

        
        6.6.3          Upon
        the Closing, Seller shall be responsible for:

       

                                                           
        (a)           Twenty-Seven
        Percent (27%) of the sum of (i) any Transaction Taxes, and (ii) the cost
        of the
        Title Policy and Title Endorsements, provided, however, that neither Seller
        nor
        its 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

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
         

                                                             
          (b)           Seller’s
          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 the Property is included in
        this
        sale as part of the Purchase Price for the Property and without additional
        charge therefore.

       

        
        6.6.5          If
        the Closing does not occur for any reason other than Seller’s default hereunder,
        Buyer shall pay all title and Escrow cancellation charges and
        expenses.  If the Closing does not occur by reason of Seller’s default
        hereunder, then in such event Seller 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
        the Deed and any other recordable instrument which the parties so direct
        to be
        recorded in the appropriate land records office where the 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
        the
        Deed but to pay on the basis of a separate affidavit signed by either 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.

       

      6.8           Seller’s
        Election of 1031 Exchange.  Seller may elect to sell the
        Property 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 Seller’s
        obligation to close the transactions contemplated by this Agreement; provided
        further, however, that Seller shall be entitled, in its 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 Seller shall so elect a 1031 Exchange,
        Seller 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
        Seller:

       

        
        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 Seller to any Affiliate of Seller or to a qualified exchange accommodator
        of Seller or such Affiliate; and

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

        
        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.  Seller hereby indemnifies and holds 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 Seller 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 5.1.4 or 5.1.5 that
        results from a breach or default by Seller 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 Seller under this Agreement entitling Buyer to
        exercise its remedies pursuant to Section 7.2 below.

       

        
        7.1.2         
Termination by Seller.  If Seller disapproves
        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 Seller’s 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 5.4.3, 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,
        Seller shall be entitled to exercise its 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 Seller to exercise
        its
        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 Seller 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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      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.

       

        
        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 Seller 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 Seller, 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 Seller
        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 Seller; provided further, however, that,
        except as provided in Section 6.6.5, in no event whatsoever shall Seller
        ever
        have any Liability (whether in law or equity) for damages as a result of
        a
        default by Seller under this Agreement.


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      7.3           
         Relationship to Emeritus Master
        Lease.  Notwithstanding anything to the
        contrary in this Agreement, no termination of this Agreement and Escrow by
        Seller or Buyer regardless of the reason therefor shall affect the rights
        or
        obligations of Lessor or Lessee under the Emeritus Master Lease, which Emeritus
        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 Seller to Buyer, and by Buyer to 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.  Seller represents and
        warrants to Buyer, and Buyer hereby represents and warrants to 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.

       

        
        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 the Property in
        connection with the transactions contemplated hereby or under the Related
        Purchase Agreements.  Seller hereby agrees to reasonably cooperate
        with Buyer, without any out-of-pocket cost or expense to Seller, 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 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.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      8.3           
         By Seller Only.  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) 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.  Seller shall deliver a separate nonforeign/residency
        affidavit, executed by Seller, if reasonably required to do so by Escrow
        Holder.

       

        
        8.3.3          Litigation,
        Etc.  To the actual knowledge of Seller (without
        investigation and without the duty to conduct any investigation), there are
        no
        actions, proceedings or investigations pending or threatened against or
        affecting 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 Seller to carry
        out the transactions contemplated by this Agreement or which in any way
        challenge or affect Seller’s ownership of the Property.

       

      8.4          
          By Buyer
        Only.  Buyer represents and warrants to
        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
        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 Lessee to carry out the transactions contemplated
        herein.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      9.           CERTAIN
        EVENTS PRIOR TO CLOSING

       

      9.1          
          Loss.  In the event of loss
        (including a loss due to a Condemnation) or damage to the 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
        Property 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.  Seller
        shall give prompt notice to Buyer, and Buyer shall give prompt notice to
        Seller,
        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 Seller 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, Seller shall not enter into
        any
        new contracts or other agreements, either written or oral, with respect to
        the
        Property that shall survive the Closing, or become a Liability of
        Buyer.  Seller shall cause any mortgages, deeds of trust or other
        security interests of record, caused,  created or assumed in writing
        by Seller, to be satisfied in full on or before the Closing.

       

      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 Property 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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      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 Seller and each of its 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 Property, 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 Property or on adjoining or
        neighboring property, or arising from any use of the Property; 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
        Seller.  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

       

      Seller,
        on the one hand, and Buyer, on the other hand, agrees to indemnify, defend,
        protect and hold the other party(ies) and the Property 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.

       

      12.           MISCELLANEOUS
        PROVISIONS

       

      12.1           Assignment;
        Binding on Successors.  This Agreement shall be binding
        upon and shall inure to the benefit of Buyer and Seller 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 Seller, 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 Seller given not
        less
        than ten (10) business days prior to the scheduled Closing Date, Buyer may,
        without the consent of Seller, either (a) assign its rights and obligations
        hereunder with respect to the 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 the 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 Seller 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 the Person
        identified on Exhibit G attached hereto as its nominee
        to take title to the Property.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      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 Property,
        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 Seller:

              	 	
                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

              
	 	 	 	 
	 	
                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.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      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 Seller 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.

       

      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 Property to Buyer shall constitute full performance and
        discharge of every representation, warranty and covenant and agreement of
        Seller
        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 Seller 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, Lessee,
        and any nominees of Buyer hereunder or under any Related Purchase Agreement
        in
        favor of Seller at the Closing, and any other matter or provision hereof
        that is
        expressly stated in this Agreement to survive the Closing.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      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.

       

      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 SELLER 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 THE PROPERTY IS
        LOCATED.  BUYER AND SELLER 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
        SELLER 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 SELLER 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

       

      SELLER’S
        INITIALS      /s/ BM

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

        
        (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

       

      SELLER’S
        INITIALS:     /s/ BM
 

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      12.20         [Intentionally
        Omitted].

       

      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 Seller to deliver any disclosures applicable
        to
        the Property and required by Law; provided, however, if such waiver is not
        permitted by applicable Law, then Buyer shall promptly notify Seller in writing
        thereof and Seller shall provide, at Buyer’s expense, any such required
        disclosures as soon as practicable following Seller’s 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]

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


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

       

      
        	
                SELLER:

              	
                HEALTH
                  CARE PROPERTY INVESTORS, INC.,

              
	 	 	
                a
                  Maryland corporation

              
	 	 	 
	 	 	
                By:
                  /s/ Brian J. Maas

              
	 	 	 
	 	 	
                Brian
                  J. Maas

              
	 	 	
                Its:
                  Senior Vice President

              


      

       

      


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                BUYER:

              	
                EMERITUS
                  CORPORATION,

              
	 	
                a
                  Washington corporation

              
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              
	 	 	
                Eric
                  Mendelsohn

              
	 	 	
                Director
                  of Real Estate and Legal Affairs

              


      

      

        
          
            
            

          

          
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      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.:

              	
                27061890

              	 
	 	 	 	 	 
	 	
                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	 


      

    

     

     

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