ex10_6707.htm


    
      

    

    Exhibit
      10.67.07

     

    
      
        [(East)
          Ocala, Florida]

        [New
          Port
          Richey, Florida]

        [Lakeland,
          Florida]

        [Venice,
          Florida]

         

         

      

      
        
          

          

        

         

         

      

      PURCHASE
        AND SALE AGREEMENT

      AND

      JOINT
        ESCROW INSTRUCTIONS

      


      


      By
        and
        Between

      


      


      HCP
        AL OF
        FLORIDA, LLC,

      a
        Delaware limited liability company,

      


      as
        “Seller”

      


      


      and

      


      


      EMERITUS
        CORPORATION,

      a
        Washington corporation,

      


      as
        “Buyer”

       

       

      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        TABLE
          OF CONTENTS

         

      

      
        
          	 	 	
                  Page

                
	 	 	 
	
                  1.

                	
                  DEFINITIONS

                	
                  1

                
	 	 	 
	
                  2.

                	
                  SALE
                    OF THE PROPERTIES

                	
                  4

                
	 	 	 
	
                  3.

                	
                  ESCROW

                	
                  5

                
	 	 	 
	
                  4.

                	
                  PURCHASE
                    PRICE; ALLOCATION OF PURCHASE PRICE

                	
                  5

                
	 	 	 
	
                  5.

                	
                  CONDITIONS
                    TO CLOSING; AS IS PURCHASE

                	
                  6

                
	 	 	 
	
                  6.

                	
                  CLOSING
                    OF ESCROW

                	
                  8

                
	 	 	 
	
                  7.

                	
                  TERMINATION

                	
                  13

                
	 	 	 
	
                  8.

                	
                  REPRESENTATIONS
                    AND WARRANTIES

                	
                  15

                
	 	 	 
	
                  9.

                	
                  CERTAIN
                    EVENTS PRIOR TO CLOSING

                	
                  17

                
	 	 	 
	
                  10.

                	
                  POST-CLOSING
                    MATTERS

                	
                  18

                
	 	 	 
	
                  11.

                	
                  BROKERS

                	
                  18

                
	 	 	 
	
                  12.

                	
                  MISCELLANEOUS
                    PROVISIONS

                	
                  18

                


        

         

        
          	
                  EXHIBITS 

                	 
	 	 
	
                  A

                	
                  Description
                    of Summerville Master Lease

                
	 	 
	
                  B

                	
                  Escrow
                    General Provisions

                
	 	 
	
                  C

                	
                  [RESERVED]

                
	 	 
	
                  D

                	
                  Form
                    of Quitclaim Bill of Sale

                
	 	 
	
                  E

                	
                  [RESERVED]

                
	 	 
	
                  F

                	
                  [RESERVED]

                
	 	 
	
                  G

                	
                  List
                    of Nominees, Properties/Facilities and Purchase Price
                    Allocations

                
	 	 
	
                  H

                	
                  [Reserved]

                


        

         

        
          	
                  SCHEDULE 

                	 
	 	 
	
                  1

                	
                  Related
                    Purchase Agreements

                


        

      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      PURCHASE
        AND SALE AGREEMENT

      AND
        JOINT ESCROW INSTRUCTIONS

       

      THIS
        PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is
        made and entered into as of July 31, 2007 to be effective as of June 14,
        2007
        (the “Effective Date”), by and among HCP AL OF FLORIDA, LLC, a Delaware limited
        liability company (“Seller”) and EMERITUS CORPORATION, a Washington corporation
        (“Buyer”), as follows:

       

      RECITALS

       

      A.           Seller
        is the owner of (or the holder of all of the equity interests in the owner
        of)
        the Properties (as defined below).

       

      B.           The
        Properties are currently leased, together with certain other property, by
        Seller
        and certain Affiliates (as defined below) of Seller to Lessee (as defined
        below)
        pursuant to the Summerville Master Lease (as defined below).

       

      C.           Buyer
        desires to purchase the Properties from Seller and Seller desires to sell
        (or
        cause to be sold) the Properties to Buyer on the terms and subject to the
        conditions set forth herein.

       

      AGREEMENT

       

      NOW,
        THEREFORE, for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, Buyer and 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:  With respect to each
        applicable Property, “Additional Charges,” as defined in the Summerville Master
        Lease and allocable to such Property.

       

      1.3           
        Affiliate:  “Affiliate,” as
        defined in the Emeritus Master Lease.

       

      1.4            Allocated
        Purchase Price: As defined in Section
        4.1.

       

      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:  As defined in the Master
        Purchase Agreement.

       

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

       

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

       

      1.20           Impositions:  With
        respect to each applicable Property, “Impositions,” as defined in the
        Summerville Master Lease.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      1.43           Title
        Policies:  As defined in Section
        6.4.

       

      1.44           Title
        Endorsements:  As defined in Section
        6.4.

       

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

       

      1.46           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
        any
        Property.

       

      2.           SALE
        OF THE PROPERTIES

       

      Subject
        to the terms of the Addendum attached hereto, Buyer agrees to purchase and
        accept from Seller, and Seller agrees to sell, convey and assign to Buyer,
        all
        of the Properties on the terms and subject to the conditions set forth
        herein.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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.

       

      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 Properties shall be
        Forty-One Million Six Hundred Ninety-Seven Thousand Two Hundred Seven Dollars
        and 00/100ths ($41,697,207.00) (the “Purchase Price”).  The Purchase
        Price shall be allocated among the Properties as set forth on Exhibit
“G” attached hereto and incorporated herein by this
        reference (with
        respect each Property, the “Allocated Purchase Price”).

       

      4.2           [Intentionally
        Deleted.]

       

      4.3           [Intentionally
        Deleted.]

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      5.           CONDITIONS
        TO CLOSING; AS IS PURCHASE

       

      5.1           Buyer’s
        Conditions. Provided that Buyer is not in breach or default of any
        provisions of this Agreement, the obligation of Buyer to purchase the Properties
        shall be subject to satisfaction of each of the conditions set forth in this
        Section 5.1 on and as of the Closing Date.  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.

       

      5.1.1         
        Seller’s Representations and Warranties.  The
        representations and warranties of Seller set forth in Section 8 below and
        in the
        Addendum attached hereto 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 and the Addendum hereto 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          Purchase
        of All the Properties.  The Closing hereunder shall occur
        simultaneous with respect to all of the Properties.

       

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

       

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

       

      5.2           Buyer’s
        Approval, Disapproval or Waiver of
        Conditions.  Prior to Closing Buyer
        shall notify 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 EACH OF THE PROPERTIES “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 AND THE ADDENDUM HERETO.  IN PARTICULAR, EXCEPT AS EXPRESSLY
        SET FORTH IN SECTION 8 BELOW AND THE ADDENDUM HERETO, SELLER MAKES NO
        REPRESENTATION OR WARRANTY RESPECTING THE USE, CONDITION, TITLE, OPERATION
        OR
        MANAGEMENT OF ANY OF THE PROPERTIES, OR COMPLIANCE WITH ANY APPLICABLE LAWS
        RELATING TO ZONING, SUBDIVISION, PLANNING, BUILDINGS, FIRE, SAFETY, EARTHQUAKE,
        HEALTH OR ENVIRONMENTAL MATTERS, THE PRESENCE OR ABSENCE OF HAZARDOUS
        SUBSTANCES, OR COMPLIANCE WITH ANY OTHER COVENANTS, CONDITIONS AND RESTRICTIONS
        (WHETHER OR NOT OF RECORD).  Buyer represents that it is knowledgeable
        in real estate matters and is relying upon Buyer’s own investigation and
        analysis in purchasing each of the Properties, as well as the fact that
        Summerville or its Affiliates originally sold to and/or developed on behalf
        of
        Seller each of the Properties and at all times thereafter have leased and
        exclusively controlled the same.  Buyer further represents that it has
        had ample opportunity to inspect and has, in fact, made all of the
        investigations Buyer deems necessary in purchasing each of the
        Properties.  As a result, Buyer hereby expressly waives any notice
        requirements which may be imposed upon Seller pursuant to § 25359.7 of the
        California Health & Safety Code or any other similar and applicable
        Laws.  If this Agreement is not terminated and Buyer acquires the
        Properties as provided herein, Buyer shall have thereby approved all aspects
        of
        each of the Properties and this transaction and thereby waives any claim
        or
        Liability against Seller.  In furtherance of the foregoing, at the
        Closing, Buyer shall and shall cause each 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 Properties (and each of them) 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 Summerville 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 Summerville
        Master Lease shall have occurred and be continuing and (b) all Rent and
        Charges shall be paid as and when due under the Summerville Master Lease,
        through but not including the Closing Date.

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      5.4.6           Buyer’s
        Performance.  Buyer shall have performed all of its
        obligations under this Agreement and the Addendum hereto 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.

       

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

       

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

       

      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 each Property to Buyer, without
        warranty except as expressly set forth therein, in the form attached hereto
        as
Exhibit “D” or such other form as reasonably acceptable
        to Seller and Buyer.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      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 or in
        the
        Addendum hereto 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 or in the Addendum hereto 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 or the Addendum hereto shall be deemed to have been
        modified by all statements made in any certificate of Seller delivered pursuant
        to this Section 6.2.4;

       

      6.2.6          Evidence
        of Authority.  Such certificates or documents as may be
        reasonably required by Escrow Holder in order to cause any Title Policy
        requested by Buyer as provided in Section 6.4 below to be issued and the
        Close
        of Escrow to occur; provided, however, that in no event shall Seller be required
        to execute and deliver a so-called owner’s or ALTA affidavit or indemnity or a
        mechanics’ lien indemnity with respect to any Property, except in form and
        substance acceptable to 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:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      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 and the Addendum hereto 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 and the Addendum hereto 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;

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      6.5          
        Prorations.

       

      6.5.1          Impositions
        and Other Expenses.  Buyer and Seller acknowledge and
        agree that the Summerville Master Lease is absolutely net to the 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 respective
        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 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.

       

      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 Policies (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;

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (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 Policies 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

       

      (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 any Property is included in
        this
        sale as part of the Allocated Purchase Price for such Property and without
        additional charge therefore.

       

      6.6.5          If
        the Closing does not occur for any reason other than 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
        each Deed and any other recordable instrument which the parties so direct
        to be
        recorded in the appropriate land records office where the respective Property
        is
        located.  If permitted by applicable law, Escrow Holder is hereby
        instructed not to affix the amount of any Transaction Tax on the face of
        any
        Deed but to pay on the basis of a separate affidavit signed by either 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.

       

      
        
          
          

        

        
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      6.8           Seller’s
        Election of 1031 Exchange.  Seller may elect to sell one
        or more of the Properties to Buyer in the form of a tax-deferred exchange
        pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended
        (“1031
        Exchange”); provided, however, such 1031 Exchange shall not be a condition to
        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

       

      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 5.1.3, 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.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      7.1.2           Termination
        by Seller.  If Seller disapprove any of the conditions
        set forth in Section 5.4 above, then Escrow and this Agreement shall
        automatically terminate upon receipt by Buyer and Escrow Holder of 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 5.4.2, 5.4.3, or 5.4.4 that results from a breach or a default by
        Buyer
        or any Affiliate of Buyer of its respective obligations under this Agreement
        or
        under any Related Purchase Agreement, then in any such event in lieu of
        terminating this Agreement and Escrow pursuant to this Section 7.1.2, 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.

       

      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.

       

      
        
          
          

        

        
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      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.

       

      7.3           Relationship
        to Summerville 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 Summerville Master Lease, which
        Summerville 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.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      8.2.3           No
        Conflict.  The execution and delivery of this Agreement
        and all other documents to be executed by such party hereunder, compliance
        with
        the provisions thereof and hereof and the consummation of the transactions
        contemplated hereunder and thereunder will not result in (a) a breach or
        violation of (i) any Laws applicable to such party now in effect, (ii) the
        Organizational Documents of such party, (iii) any judgment, order or decree
        of
        any governmental authority with jurisdiction binding on such party or (iv)
        subject to the Permitted Exceptions, any other material agreement or instrument
        to which such party is a party or by which it is bound.   Buyer
        shall be solely responsible for obtaining any consents, approvals or waivers
        required under any Permitted Exceptions with respect to any Property in
        connection with the transactions contemplated hereby or under the Related
        Purchase Agreements.  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.

       

      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 (or the equity interests in the owner
        of) the Properties, or any of them.

       

      
        
          
          

        

        
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      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.

       

      9.           CERTAIN
        EVENTS PRIOR TO CLOSING

       

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

       

      9.2           Prompt
        Notices.  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 or the Addendum hereto to be untrue or inaccurate
        in
        any material respect or (B) any covenant, condition or agreement of such
        party contained in this Agreement or the Addendum hereto not 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
        any
        of the Properties 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.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      10.           POST-CLOSING
        MATTERS

       

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

       

      10.2         Indemnification
        by Buyer.  In addition to the other indemnities of Buyer
        contained herein or in any of the other Transaction Documents, Buyer shall
        protect, indemnify, save harmless and defend Seller and each of its partners,
        predecessors, successors and assigns, and their respective past, present
        and
        future officers, directors, employees, agents, representatives, attorneys
        and
        all Persons acting by, through, under or in concert with any of the foregoing,
        from and against all Liabilities, based upon, relating or arising out of
        the
        Properties, or any of them, whether accruing before or after the Closing
        Date,
        including any Liabilities relating to the presence or existence of Hazardous
        Substances of any kind, on, under or about the Properties, or any of them,
        or on
        adjoining or neighboring property, or arising from any use of the Properties,
        or
        any of them; provided, however, the foregoing indemnity shall not extend
        to any
        Liabilities which are solely and proximately caused by the gross negligence
        or
        willful misconduct of 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 Properties harmless against
        any
        Liabilities for any broker’s commission or finder’s fee for which it is
        responsible or which is asserted as a result of its own act or omission in
        connection with this transaction.

       

      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 any Property to one or more Affiliates of Buyer
        or Dan
        Baty, an individual, or (b) appoint one or more Affiliates of Buyer or Dan
        Baty
        as a nominee to take title to any Property or any portion thereof; provided,
        however, that any such (i) assignment shall be pursuant to a written assignment
        and assumption agreement reasonably satisfactory to 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.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

      
        	
                If
                  to 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

              


      

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      12.5         Interpretation.  All
        provisions herein shall be construed in all cases as a whole according to
        its
        fair meaning, neither strictly for nor against either Buyer or 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.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      12.10       Survival.  The
        conveyance of the Properties to Buyer shall constitute full performance and
        discharge of every representation, warranty and covenant and agreement of
        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.

       

      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.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      
         

        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 ANY 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

              	 


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      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.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (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

              	 


      

       

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

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      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
        any 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.

       

      12.23      Florida-Specific
        Matters.  Pursuant to Section 404.056,
        Florida Statues, Seller hereby notifies Buyer as follows:

       

      “RADON
        GAS: Radon is a naturally occurring radioactive gas that, when it has
        accumulated in a building in sufficient quantities, may present health risks
        to
        persons who are exposed to it over time.  Levels of radon that exceed
        federal and state guidelines have been found in buildings in Florida. 
Additional information regarding radon and radon testing may be obtained
        from
        your county health department.”

       

      [Signature
        Page Follows]

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                SELLER:

              	
                HCP
                  AL OF FLORIDA, LLC, a Delaware limited liability
                  company

              
	 	 
	 	
                By:

              	
                Health
                  Care Property Investors, Inc., a
                  Maryland corporation, its
                  sole member

              
	 	 	
                 

              
	 	 	
                By:

              	
                /s/
                  Brian J. Maas

              
	 	 	 	 
	 	 	
                Brian
                  J. Maas

              
	 	 	 
	 	 	 
	 	 	
                Its:

              	
                Senior
                  Vice President

              


      

       

       

      [Signature
        Page Continues on Following Page]

       

      
        
          
          

        

        
          Schedule
            1-1

          
            

          

        

        
          
          

        

      

       

      
        	
                BUYER:

              	
                EMERITUS
                  CORPORATION, 

              
	 	
                a
                  Washington corporation 

              
	 	 	 
	 	
                By:

              	
                /s/
                  Eric Mendelsohn

              
	 	 	
                Eric
                  Mendelsohn

              
	 	 	
                Director
                  of Real Estate and Legal Affairs

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      ACCEPTANCE
        BY TITLE COMPANY

       

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

       

      
        
          	
                  CHICAGO
                    TITLE INSURANCE COMPANY

                	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                  By:

                	
                  /s/
                    Angie Koetters 

                	 	 
	 	 	 	 	 	 
	
                  Its:

                	
                  Escrow
                    Officer 

                	 	 
	 	 	 	 	 	 
	
                  Date:  August
                    ___, 2007

                	 	 	 
	 	 	 	 	 	 
	 	 	
                  Escrow
                    No.:

                	
                  27061893 

                	 
	 	 	 	 	 	 
	 	 	
                  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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