ex107201ventasaleagrmntather.htm


    EX-10.72.01

    
 

     

    AGREEMENT
FOR SALE OF REAL ESTATE

    


     

    BETWEEN

     

    VENTAS
REALTY, LIMITED PARTNERSHIP

     

    AND

     

    EMERITUS
CORPORATION

     

    RELATING

     

    TO
THE

     

    PROPERTY
COMMONLY

     

    KNOWN
AS

     

    ATHERTON
COURT ALZHEIMER’S RESIDENCE

     

    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    AGREEMENT FOR SALE OF REAL
ESTATE

    


    


    This AGREEMENT FOR SALE OF REAL
ESTATE (“Agreement”) is made as of
July 25, 2008 by and between VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited
partnership (“Seller”),
and EMERITUS
CORPORATION, a Washington corporation (“Purchaser”).

     

    1. Purchase
and Sale.  Seller agrees to
sell, and Purchaser
agrees to purchase from Seller, the Property, as hereinafter defined, for the
Purchase Price, as hereinafter defined, and subject to the terms and conditions
set forth in this Agreement.

     

    2. Purchase
Price.  The purchase
price (the “Purchase
Price”) for the Property
shall be Six Million Four Hundred Thirty Two Thousand Dollars
($6,432,000.00).

     

    3. Property.  “Property” means (a) the land
described on Exhibit
A (the “Land”);
(b) all of Seller’s right, title and interest, if any, in all easements and
other related rights appurtenant to the Land (collectively, the “Appurtenances”); and (c) all
of Seller’s right, title and interest, if any, in all of the buildings,
structures, fixtures and other improvements located on the Land (collectively,
the “Improvements”).  The
parties acknowledge that the Improvements are commonly known as Atherton Court
Alzheimer’s Residence, 38035 Martha Avenue, Fremont, California
94536.

     

    4. Certain
Representations and Warranties by Seller.  Seller hereby
represents and warrants to Purchaser that, as of the date hereof, (a) Seller is
a limited partnership, duly organized, validly existing and in good standing
under the laws of the State of Delaware and Seller has all requisite power and
authority to execute and deliver, and to perform all of its obligations under,
this Agreement and nothing prohibits or restricts the right or ability of Seller
to close the transactions contemplated hereunder and carry out the terms hereof,
(b) this Agreement has been duly authorized, executed and delivered by Seller
and is the legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its terms, (c) the execution and delivery of this
Agreement by Seller does not violate any provision of any agreement or judicial
order to which Seller is a party or to which Seller or, to the best of Seller’s
knowledge, the Property is subject, (d) all the documents to be delivered by
Seller at Closing (as hereinafter defined) will, at Closing, be duly authorized,
executed and delivered by Seller (and/or, if applicable, its affiliates), will
be the legal, valid and binding obligations of Seller (and/or, if applicable,
its affiliates), and be enforceable against Seller (and/or, if applicable, its
affiliates) in accordance with their respective terms, and the execution and
delivery thereof will not violate any provision of any agreement or judicial
order to which Seller (and/or, if applicable, its affiliates) is a party or, to
the best of Seller’s knowledge, to which the Property is subject, (e) except
with respect to the Master Lease (as hereinafter defined), Seller has not
entered into any agreement to sell, lease, or otherwise transfer all or any
portion of the Property, (f) to the best of Seller’s knowledge, Seller is not
required to obtain the consent to the Transactions (as defined below) hereby
contemplated from any person or entity that is a party to a document of record
affecting the Property, (g) no lienable repair, alteration, improvement, work,
brokerage or service of any kind has been performed or materials supplied for or
to the Property at Seller’s direction, except for such lienable repairs,
alterations, improvements, work, brokerage or services as have

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    been paid
for by Seller or for which, by the terms of that certain Third Amended and
Restated Master Lease Agreement (as hereafter amended, the “Master Lease”) bearing even
date herewith by and among Seller, Purchaser and certain other entities or by
the terms of the Brighton Lease (which term shall have the same meaning herein
as in the Master Lease), Purchaser is obligated to reimburse Seller, (h) there
exists no mortgage or other lien on the Property created or expressly assumed by
Seller, or if such mortgage or other lien exists, other than in relation to the
Brighton Indebtedness, Seller shall cause same to be released of record on or
before Closing at Seller’s sole cost and expense, and (i) there exists no
judgment against Seller that is a lien against the Property (other than any such
judgment as to which, by the terms of the Master Lease or the Brighton Lease,
Seller is entitled to be indemnified by Purchaser). All representations and
warranties made by Seller in this Section 4 shall be true and
correct in all material respects on the date made and their continued validity
as to any material fact as of the Closing Date shall be a condition precedent to
Purchaser's obligation to close the transactions contemplated by this Agreement
and the Termination Agreement (as hereinafter defined) (collectively, the “Transactions”). At the
Closing, Seller shall execute and deliver to Purchaser a “Bring-Down
Certification” certifying that its representations and warranties contained in
this Section 4 remain true and correct
in all material respects as of the Closing Date, except insofar as any such
representation or warranty is no longer true or correct due to the acts or
omissions of Purchaser or to the obtaining, after the date hereof, of knowledge
not known to Seller as of the date hereof.

     

    5. Certain
Representations and Warranties of Purchaser.  Purchaser hereby
represents and warrants to Seller as follows:

     

    (a) As of the
date hereof, (i) Purchaser is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Washington and Purchaser has
all requisite power and authority to execute and deliver, and to perform all of
its obligations under, this Agreement and nothing prohibits or restricts the
right or ability of Purchaser to close the transactions contemplated hereunder
and carry out the terms hereof, (ii) this Agreement has been duly authorized,
executed and delivered by Purchaser and is the legal, valid and binding
obligation of Purchaser, enforceable against Purchaser in accordance with its
terms, (iii) the execution and delivery of this Agreement by Purchaser does not
violate any provision of any agreement or judicial order to which Purchaser is a
party or to which Purchaser or, to the best of Purchaser’s knowledge, the
Property is subject, and (iv) all the documents to be delivered by Purchaser at
Closing will, at Closing, be duly authorized, executed and delivered by
Purchaser (and/or, if applicable, its affiliates), will be the legal, valid and
binding obligations of Purchaser (and/or, if applicable, its affiliates), and be
enforceable against Purchaser (and/or, if applicable, its affiliates) in
accordance with their respective terms, and the execution and delivery thereof
will not violate any provision of any agreement or judicial order to which
Purchaser (and/or, if applicable, its affiliates) is a party or, to the best of
Purchaser’s knowledge, to which the Property is subject.

     

    (b) Except
for those approvals that Purchaser has obtained, Purchaser is not required to
obtain the consent to the Transactions hereby contemplated from any person or
entity.  Purchaser has obtained the approval of its lenders to the
Transactions.

     

    All
representations and warranties made by Purchaser in this Section 5 shall be true and
correct in all material respects on the date made and their continued validity
as to any material fact as of the Closing Date shall be a condition precedent to
Seller's obligation to close the Transactions

     


    
      
         


      

      
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    hereby
contemplated, and at the Closing Purchaser shall execute and deliver to Seller a
“Bring-Down Certification” certifying that its representations and warranties
contained in this Section
5 remain true and correct
in all material respects as of the Closing Date, except insofar as any such
representation or warranty is no longer true or correct due to the acts or
omissions of Seller or to the obtaining, after the date hereof, of knowledge not
known to Purchaser as of the date hereof.

     

    6. Closing.  

     

    (a) Sale
Notice.  At any time after the date hereof and 20 days prior to
the hereinafter described Outside Date, Purchaser may notify (the “Sale Notice”) Seller that it
desires that the closing (“Closing”) of the sale of the
Property hereunder occur and shall specify the closing date (“Closing Date”) for such sale, which
Closing Date shall be a business day no earlier than 10 business days after
delivery of the Sale Notice and no later than January 29, 2009 (as the same
may be extended, the “Outside
Date”), unless the parties mutually agree in writing, in the sole and
absolute discretion of each, to extend the Outside Date. If a Sale Notice has
not been received by Seller on or prior to the date 20 days prior to the Outside
Date, a Sale Notice shall be deemed to have been sent by Purchaser and received
by Seller specifying a closing date of the Outside Date.

     

    (b) Closing. The Closing
of the sale of the Property shall take place commencing at 10:00 a.m. (Chicago
time) at the office of First American Title Insurance Company, 30 North LaSalle
Street, Chicago, Illinois (the “Title Company”), or at another
place mutually agreed upon by the parties, on the Closing Date.  If
the Closing does not occur by the Outside Date, Seller or Purchaser may, at its
option, provided and on the condition that the failure of the Closing to occur
by the Outside Date is not due to a default by it in the performance of its
obligations under this Agreement, elect to terminate this Agreement by delivery
of written notice of termination to the other party, upon which delivery this
Agreement shall immediately terminate, and neither Purchaser nor Seller shall
have any further obligations or liabilities hereunder except for those
obligations and liabilities that expressly survive
termination.  Notwithstanding the foregoing, the parties need not
attend the Closing in person and shall have the right to close the transaction
contemplated by this Agreement pursuant to written closing escrow instructions,
so long as such instructions are consistent with the terms hereof.

     

    (c) Seller Closing
Documents.  At the Closing, Seller shall execute and deliver to
Purchaser the following documents:

     

    (i) A deed in
favor of Purchaser or any affiliate of Purchaser that is designated by Purchaser
as the desired grantee at least ten (10) days in advance of the Closing Date
(Purchaser or such designated affiliate is herein referred to as the “Transferee”; in the absence of
any timely designation of an affiliate of Purchaser as the desired grantee as
aforesaid, Purchaser shall be the “Transferee”), in the form
attached hereto as Exhibit
B (the
“Deed”), executed by
Seller;

     

    (ii) A
certification of non-foreign status of Seller;

     

    (iii) A Partial
Lease Termination Agreement in the form of Exhibit
C (the “Termination
Agreement”), executed in counterpart by Seller;

     


    
      
         


      

      
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    (iv) A
Termination of Memorandum of Lease in the form of Exhibit
D (the “MOL
Termination”), executed in counterpart by Seller;

     

    (v) A Bill of
Sale and Assignment in the form of Exhibit
E, in favor of the Transferee and, if and to the extent Seller owns and
possesses any of the “Personal Property” referenced therein, Seller shall
deliver the same to the Transferee or to the Property, at Seller’s
option;

     

    (vi) An
affidavit and secretary’s certificate, each in the form attached hereto as Exhibit F;

     

    (vii) The
Bring-Down Certificate of Seller referenced in Section 4 hereof; and

     

    (viii) A closing
statement, dated as of the Closing Date and duly executed by Seller, setting
forth, among other things, all payments to and from Seller and Purchaser in
connection with the purchase and sale of the Property (the “Closing
Statement”).

     

    (d) Purchaser Closing
Documents.  At the Closing, Purchaser shall execute and
deliver, or cause to be executed and delivered, to Seller the following
documents:

     

    (i) The
Termination Agreement, executed in counterpart by Purchaser;

     

    (ii) The MOL
Termination, executed in counterpart by Purchaser;

     

    (iii) The
Bring-Down Certificate of Purchaser referenced in Section 5 hereof; and

     

    (iv) A duly
executed Closing Statement.

     

    (e) Changes to Master Lease at
Closing. At Closing, (i) the Master Lease shall be deemed to have been
amended in accordance with Section 17.9 of the Master Lease, and (ii) Fixed
Rent (as defined in the Master Lease) shall be determined in accordance with
Section 17.9 of the Master Lease, taking into account the applicable
increases in Fixed Rent occurring between the date of this Agreement and the
Closing Date.  Following the Closing, at the request of either party
hereto, the parties hereto shall execute and deliver to one another an Amendment
to the Master Lease (the “Master Lease Amendment”) to
reflect the changes to the Master Lease described in this Section 6(e), and, if applicable,
Purchaser shall cause its lenders who have a leasehold mortgage interest in the
Master Lease or who otherwise have a consent right, to execute and deliver to
Seller and Purchaser a consent to such Master Lease Amendment.

     

    (f) Amounts to be Paid at
Closing.  At the Closing, Purchaser shall pay to, or as
directed by, Seller, by federally insured wire transfer, the total amount of the
Purchase Price.

     

    (g) Further
Assurances.  Seller and Purchaser shall, from time to time
after Closing, upon request, execute such additional documents as are reasonably
necessary to convey, assign and transfer the Property pursuant to this Agreement
and otherwise complete the Transactions contemplated by this Agreement, provided
that such documents are consistent with the terms of this Agreement, and do not
increase Seller’s or Purchaser’s obligations hereunder or

     


    
      
         


      

      
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    subject
Seller or Purchaser to additional liability not otherwise contemplated by this
Agreement.  Additionally, if this Agreement is terminated, either
party may request from time to time thereafter confirmation of such termination
from the other party, upon which request, the non-requesting party shall
promptly confirm to the requesting party in writing (by a recordable instrument
if requested by the requesting party) that this Agreement has been
terminated.

     

    7. Prorations
and Adjustments.  Purchaser and Seller hereby acknowledge and
agree that, except with respect to any tax escrows relating to the Property that
are held by Seller pursuant to the Master Lease for which Purchaser shall
receive a credit against the Purchase Price at Closing, there shall be no
prorations or adjustments at Closing to the Purchase Price or to any amounts
required to be paid at the Closing pursuant to the Termination
Agreement.

     

    8. Closing
Costs.  Without limiting the terms of Section 9(c), Purchaser shall be
responsible for the payment of (a) the fees and costs of Purchaser’s counsel and
investment advisors representing it in connection with the Transactions, (b) the
fees and expenses of Seller’s counsel representing it in connection with the
Transactions and incurred on or prior to the date of this Agreement, and (c) all
recording fees, transfer taxes, intangible taxes, documentary stamp taxes and
title insurance costs payable in connection with the Transactions.  At
Seller’s request, Purchaser shall pay upon demand the fees and expenses
referenced in subsection (b) above and pay at Closing the amounts referenced in
subsection (c) above.

     

    9. Remedies.

     

    (a) Purchaser
Default.

     

    (i) If
Purchaser fails to perform any of its obligations under this Agreement that are
required to be performed at or prior to Closing (including, without limitation,
the payment of the balance of the Purchase Price and the payment of any amounts
required to be paid by the terms of the Termination Agreement) and, in the case
of any such failure that occurs prior to the Closing Date, such failure is not
cured on or prior to the earlier of the Closing Date or three (3) days after
Purchaser’s receipt of written notice of such failure from Seller (“Purchaser Default”), then Seller shall
have any and all rights and remedies as may be available to it at law, in
equity, under this Agreement or otherwise on account thereof, including, without
limitation, if the Purchaser Default is Purchaser’s failure to close the
Transactions contemplated by this Agreement or other material default, the right
to terminate this Agreement by delivering written notice thereof to Purchaser,
but  excluding, however, the right to seek special, punitive or
consequential damages.

     

    (ii) Notwithstanding
the foregoing, in the event the Closing hereunder occurs and Purchaser fails to
perform any of its obligations under this Agreement (arising either before or
after the Closing) and such obligation expressly survives the Closing pursuant
to the terms hereof, then Seller shall have all rights and remedies at law, in
equity or under this Agreement, including, without limitation, the right to sue
for damages (excluding, however, special, punitive or consequential
damages).

     

    (b) Seller
Default.

     

    (i) If Seller
fails to perform any of its obligations under this Agreement that are required
to be performed at or prior to the Closing (including, without

     


    
      
         


      

      
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    limitation,
the delivery of the Deed) and, in the case of any such failure that occurs prior
to the Closing Date, such failure is not cured on or prior to the earlier of the
Closing Date or three (3) days after Seller’s receipt of written notice of such
failure from Purchaser, then Purchaser shall have the right, as its sole and
exclusive remedy for such failure, either to (x) terminate this Agreement by
delivering written notice thereof to Seller, in which event neither party shall
have any further obligations or liabilities hereunder except for those
liabilities and obligations that expressly survive termination and except
further that Seller shall be obligated to reimburse Purchaser for Purchaser’s
reasonable out-of-pocket costs (not to exceed $100,000.00) incurred from and
after the execution of this Agreement and in connection with preparing for the
Closing, or (y) specifically enforce the terms of this Agreement.

     

    (ii) Notwithstanding
the foregoing, in the event the Closing hereunder occurs and Seller fails to
perform any of its obligations under this Agreement (arising either before or
after the Closing) and such obligation expressly survives the Closing pursuant
to the terms hereof, then Purchaser shall have all rights and remedies available
at law, in equity or under this Agreement, including, without limitation, the
right to sue for damages (excluding, however, special, punitive or consequential
damages). 

     

    (c) Collection
Costs.  If any legal action, arbitration or other similar
proceeding is commenced to enforce or interpret any provision of this Agreement,
the prevailing party shall be entitled to an award of its attorneys’ fees and
expenses.  The phrase “prevailing party” shall include a party who
receives substantially the relief desired whether by dismissal, summary
judgment, judgment or otherwise.

     

    (d) Survival.

     

    (i) Closing. None of the
terms and conditions of this Agreement shall survive the Closing, except Sections 4, 5, 6(e), 6(f), 6(g), 7, 8, 9, 10, 11, 12 and 13.

     

    (ii) Termination.  None
of the terms and conditions of this Agreement shall survive the termination of
this Agreement, except Sections 4, 5, 6(f), 6(g), 8, 9, 10, 12(b) and 13.

     

    (e) Relation to
Leases.  Without limitation of Section 12 below, Seller and
Purchaser agree that (i) nothing contained in this Agreement shall excuse either
of them from performance of their respective duties and obligations under the
Master Lease and the Brighton Lease, all of which shall remain in full force and
effect (subject to the terms of the Termination Agreement, if the Closing
occurs), and (ii) this Agreement shall (x) not preclude any party to the Master
Lease or the Brighton Lease from exercising any right or remedy available to it
under the Master Lease or the Brighton Lease and (y) not limit the damage
remedies or other rights or remedies of any party to the Master Lease or the
Brighton Lease under the Master Lease or the Brighton Lease.

     

    10. Brokers.  Each
of Seller and Purchaser represents to the other that it has not engaged or dealt
with any broker, finder or investment advisor in connection with the sale of the
Property or the other Transactions contemplated by this Agreement other than
investment advisor(s) retained by it and covenants to pay any fees or other
amounts owing to its investment advisor(s) on account of this Agreement or the
Transactions.  Each of Seller and Purchaser shall indemnify, hold
harmless and defend the other, its affiliates, and its and their officers,
directors,

     


    
      
         


      

      
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    affiliates,
agents and employees, against and from all claims, demands, causes of action,
judgments, and liabilities (including, without limitation, reasonable attorneys’
fees and costs) that arise from a breach of such parties’ respective
representations and covenants set forth in this Section 10.

     

    11. Casualty
and Condemnation.  If, prior to Closing, any of the
Improvements are damaged or destroyed, or a condemnation proceeding is commenced
against any part of the Property (“Casualty or Condemnation”),
then at the Closing, Seller shall pay to Purchaser all insurance proceeds and
condemnation awards, if any, paid to Seller in connection with such Casualty or
Condemnation that have not been used to restore the Property, and Seller shall
assign to Purchaser all of its right, title and interest in any insurance
proceeds or condemnation awards to be paid to it in connection with the Casualty
or Condemnation.

     

    12. Certain
Warranties; Disclaimer and Release.

     

    (a) Notwithstanding
anything to the contrary contained in this Section 12, the purchase, sale and
conveyance of the Property shall be made with the limited warranties to
Purchaser contained in the Deed.

     

    (b) Disclaimer.  Purchaser
agrees that Purchaser is purchasing the Property in “AS IS”, “WHERE IS”, “WITH
ALL FAULTS” condition, and, subject to Section 4 and to Section 12(a), without any
warranties, representations or guarantees, either express or implied, of any
kind, nature, or type whatsoever from, or on behalf of,
Seller.  Without in any way limiting the generality of the immediately
preceding sentence, Purchaser further acknowledges and agrees that, in entering
into this Agreement and closing the Transactions hereunder, subject to Section 4 and to Section 12(a):

     

    (i) Each of
Seller and its affiliates, and its and their officers, directors, employees and
agents, expressly disclaims, has not made, will not, and does not, make, any
warranties or representations, express or implied, with respect to the Property
or any portion thereof, the physical condition or repair or disrepair thereof,
the value, profitability or marketability thereof or the title thereto, or of
any of the appurtenances, facilities or equipment thereon;

     

    (ii) Each of
Seller and its affiliates, and its and their officers, directors, employees and
agents, expressly disclaims, has not made, will not, and does not, make, any
warranties, express or implied, of merchantability, habitability or fitness for
a particular use;

     

    (iii) As the
tenant at the Property, Purchaser has had complete and sole possession of the
Property for a substantial period of time and has accordingly had the
opportunity to perform a full investigation of the Property prior to the date
hereof, and Purchaser is fully satisfied with its opportunity to investigate the
Property prior to the date hereof;

     

    (iv) Purchaser
has not relied upon any statement or representation by or on behalf of Seller
unless such statement or representation is specifically set forth in this
Agreement; and

     

    (v) As of the
date hereof, Purchaser has made such legal, factual and other inquiries and
investigations as Purchaser has deemed necessary, desirable or
appropriate

     


    
      
         


      

      
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    with
respect to the Property and the value and marketability thereof and of the
appurtenances, facilities and equipment thereof.  Such inquiries and
investigations of Purchaser are hereby deemed to include, without limitation,
the physical components of all portions of the Improvements, the condition of
repair of the Property or any portion thereof, such state of facts as a current
title report and/or an accurate survey would show or disclose, and the present
and future zoning, ordinances, resolutions and regulations of the city, county
and state where the Improvements are located.

     

    (c) Release.  Without
in any way limiting the generality of the preceding Section 12(b), Purchaser
specifically acknowledges and agrees that it hereby waives, releases and
discharges any claim it has, might have had, or may have, against each of Seller
and its affiliates, and its and their officers, directors, employees and agents,
relating to, arising out of or with respect to (i) the condition of the
Property, either patent or latent, (ii) Purchaser’s ability, or inability, to
obtain or maintain temporary or final certificates of occupancy or other
licenses for the use or operation of the Improvements, and/or certificates of
compliance for the Improvements, (iii) the actual or potential income, or
profits, to be derived from the Property, (iv) the real estate, or other, taxes
or special assessments, now or hereafter payable on account of, or with respect
to, the Property, (v) Purchaser’s ability or inability to demolish the
Improvements or otherwise develop the Property, (vi) the environmental condition
of the Property, (vii) any default or alleged default by Seller or its
affiliates with respect to the Property under the Master Lease or the Brighton
Lease, including, without limitation, any default or alleged default regarding
the granting or withholding of Seller’s consent to any proposed sublease(s) with
respect to all or any portion of the Property or the obtaining of any required
governmental licenses, permits or approvals in connection with any such proposed
sublease(s), or (viii) any other matter relating to the Property (other than the
limited warranties contained in the Deed).

     

    13. General
Provisions.

     

    (a) Entire
Agreement.  This Agreement and exhibits hereto (i) constitute
the entire agreement of Seller and Purchaser with respect to sale of the
Property and (ii) supersede all prior or contemporaneous written or oral
agreements, whether express or implied, related to the subject matter
hereof.

     

    (b) Amendments.  This
Agreement may be amended only by a written agreement executed and delivered by
Seller and Purchaser.

     

    (c) Waivers.  No
waiver of any provision or condition of, or default under, this Agreement by any
party shall be valid unless in writing signed by such party.  No such
waiver shall be taken as a waiver of any other or similar provision or of any
future event, act, or default.

     

    (d) Time.  Time
is of the essence of this Agreement.  In the computation of any period
of time provided for in this Agreement or by law, the day of the act or event
from which the period of time runs shall be excluded, and the last day of such
period shall be included, unless it is not a Business Day, in which case it
shall run to the next day that is a Business Day.  For the purpose of
this Agreement, the term “Business Day” means any day
other than (i) Saturday, (ii) Sunday, or (iii) any other day when federally
insured banks in Chicago, Illinois or New York, New York are required or
authorized to be closed.

     


    
      
         


      

      
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    (e) Unenforceability.  In
the event that any provision of this Agreement shall be unenforceable in whole
or in part, such provision shall be limited to the extent necessary to render
the same valid, or shall be excised from this Agreement, as circumstances
require, and this Agreement shall be construed as if said provision had been
incorporated herein as so limited, or as if said provision has not been included
herein, as the case may be.

     

    (f) Assignment.  This
Agreement may not be assigned by Purchaser or Seller without the prior express
written consent of the other party, which consent may be given or withheld in
such party’s sole and absolute discretion, provided, however, that Purchaser
shall be entitled to assign its interest hereunder to any subsidiary of
Purchaser, provided that such assignment shall not relieve Purchaser of its
obligations hereunder.

     

    (g) Notices.  Any
notices or other communications permitted or required to be given hereunder
shall be in writing, shall be delivered personally, by reputable overnight
delivery service, or by fax (provided a hard copy is delivered on the next
Business Day by personal delivery or reputable overnight delivery service), and
shall be addressed to the respective party as set forth in this Section 13(g).  All
notices and communications shall be deemed given and effective upon receipt
thereof.

     

    To
Seller:                                                      Ventas
Realty, Limited Partnership

    c/o
Ventas, Inc.

    10350
Ormsby Park Place, Suite 300

    Louisville,
Kentucky  40223

    Attn:                           General
Counsel

    Fax:           (502)
357-9001

    


    With
copies
to:                                                      Ventas
Realty, Limited Partnership

    10350
Ormsby Park Place, Suite 300

    Louisville,
Kentucky 40223

    Attn:                      Lease
Administrator

    Fax:           (502)
357-9001

    


    and

    


    Barack
Ferrazzano Kirschbaum

      &
Nagelberg LLP

    200 West
Madison Street, Suite 3900

    Chicago,
Illinois  60606

    Attn:                      Thomas
H. Page, Esq.

    Fax:           (312)
984-3150

    


    To
Purchaser:                                                                c/o
Emeritus Corporation

    3131
Elliott Avenue, #500

    Seattle,
Washington  98121

    Attention:  Eric
Mendelsohn

    Facsimile:  (206)
357-7388

    



    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    With a
copy
to:                                                      Pircher,
Nichols & Meeks

    900 North
Michigan Avenue, Suite 1050

    Chicago,
Illinois  60611

    Attention:  Real
Estate Notices (JDL/MJK)

    Facsimile:  (312)
915-3348

    


    (h) Governing
Law.  This Agreement shall be governed in all respects by the
internal laws of the State where the Property is located without regard to the
laws regarding conflicts of laws.

     

    (i) Counterparts.  This
Agreement may be executed in any number of identical counterparts, any or all of
which may contain the signatures of less than all of the parties, and all of
which shall be construed together as a single instrument.

     

    (j) Construction.  Seller
and Purchaser agree that each party and its counsel have reviewed and approved
this Agreement, and that any rules of construction that provide that ambiguities
be resolved against the drafting party shall not be used in the interpretation
of this Agreement or any amendments or exhibits hereto.  The words
“include”, “including”, “includes” and any other derivation of “include” means
“including, but not limited to” unless specifically set forth to the contrary.
As used in this Agreement, the neuter shall include the feminine and masculine,
the singular shall include the plural, and the plural shall include the
singular, except where expressly provided to the contrary.  The words
“herein”, “hereof” and “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular Section, subsection or other
subdivision. Headings of sections herein are for convenience of reference only,
and shall not be construed as a part of this Agreement. Except to the extent
expressly provided otherwise in this Agreement, references to “sections” or
“subsections” in this Agreement shall refer to sections and subsections of this
Agreement, and references to “exhibits” in this Agreement shall mean exhibits
attached to this Agreement.

     

    (k) No
Recording.  Unless otherwise mutually agreed upon by the
parties, neither Purchaser nor Seller shall record this Agreement or any
memorandum  or other evidence thereof in any public records, and shall
not cause or permit any other person to, record this Agreement or any memorandum
or other evidence thereof in any public records.  If Purchaser
violates the terms of this Section 13(k), then, upon Seller’s
election, this Agreement shall be deemed ipso facto terminated
on account of Purchaser’s default.  If Seller violates the terms of
this Section 13(k), then, upon
Purchaser’s election, this Agreement shall be deemed ipso facto terminated on
account of Seller’s default.  Relative to the foregoing, each party
agrees, at the written request of the other party, to execute a memorandum of
this Agreement which consists in substance only of (i) a written notice for the
public records of Seller’s agreement to sell, and Purchaser’s agreement to
purchase, the Property and none of the other terms of this Agreement and (ii) an
express agreement by Seller and Purchaser that such memorandum shall,
automatically and without further action of the parties, expire and be of no
further force or effect as of February 28, 2009, and, upon the execution of
such a memorandum by the parties, either party may, at its expense and prior to
February 28, 2009, record the same.

     

    (l) Obligations Joint and
Several.  Purchaser acknowledges that, if there is more than
one Purchaser, each entity constituting Purchaser shall be jointly and severally
liable

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    for any
and all obligations of Purchaser hereunder or under any instrument executed by
Purchaser pursuant hereto.

     

    (m) Public
Announcement.  Seller and Purchaser agree to cooperate with
each other to make joint and/or coordinated public announcements disclosing this
Agreement and the Transactions contemplated hereby.

     

    (n) Form of
Payment.  All amounts required to be paid by Purchaser to, or
as directed by, Seller pursuant to the terms hereof shall, unless otherwise
directed by Seller in writing, be paid by federally insured wire transfer of
immediately available funds.  Payments required by the terms hereof to
be made on a particular date shall be deemed to have been timely made if Seller
(or any alternate payee designated by Seller) receives such payment in the
account specified in the wire transfer instructions, to be provided to Purchaser
by Seller, not later than 2:00 p.m. Chicago time on the date specified for such
payment.

     

    (o) 1031
Exchange.  Purchaser recognizes and understands that this
transaction may be part of a contemplated “like kind” exchange for Seller under
§1031 of the Internal Revenue Code (the “Exchange”).  As
such, Purchaser agrees to cooperate with Seller in effectuating the Exchange,
which cooperation may include the execution of documents and the taking of other
reasonable action, as is necessary in the opinion of Seller, to accomplish the
Exchange; provided, however, that Purchaser shall not be required to assume any
additional expense or liability in connection with, or as part of its
cooperation with, the Exchange.  Purchaser specifically consents to
Seller's assignment of its rights (but not its obligations) under this Agreement
to a qualified intermediary (as defined in Treas. Regs. 1.1031(k)-1(g)(4)) in
connection with a possible Exchange. The covenant contained in this Section 13(o) shall survive the
Closing and shall not be merged into any instrument of conveyance delivered at
Closing.

     

    (p) Due Diligence
Materials.  Upon Purchaser’s request, and to the extent in
Seller’s possession or control, Seller shall promptly provide Purchaser with
copies of any title policies, underlying title documents, surveys, environmental
reports and other reports related to the physical condition of the
Property.  Purchaser acknowledges and agrees that Seller makes no
representation or warranty regarding the accuracy of the matters referenced in
any such documents and other reports.

     

    


    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

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

     

    PURCHASER:

    


    EMERITUS CORPORATION, a
Washington corporation

    


    By:/s/ Eric
Mendelsohn                                                      

    Name:                      Eric
Mendelsohn

    Title:                      Senior
VP – Corporate Development

    


    SELLER:

    


    VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited partnership

     

    By:           Ventas,
Inc.

    Its:           Sole
General Partner

    


    By:/s/ T. Richard
Riney

    Name: T. Richard
Riney

    Its:
Exec Vice President,
Chief Administrative Officer and General Counsel


    
      
         


      

      
        S
- 1

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    LAND

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     


    
      
         


      

      
        A
- 1

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    DEED

    [THE
FORM OF THIS DEED SHALL BE SUBJECT TO SUCH CHANGES AS MAY BE ADVISED BY SELLER’S
LOCAL COUNSEL TO ENSURE RECORDABILITY AND ENFORCEABILITY]

    


    


    


    


    


    


    


    


    Revenue
Stamps:  $                                                                

    Parcel
Identifier Nos.:

    


    


    Mail
after recording to:

    


    This
instrument was prepared by:  Thomas H. Page, Esq., Barack Ferrazzano
Kirschbaum & Nagelberg LLP, 200 West Madison Street, Suite 3900, Chicago, IL
60606

    
      


    

    


    Brief
Description for the index

    


    


    


    


    SPECIAL
WARRANTY DEED

    


    THIS SPECIAL WARRANTY DEED made this
____ day of ____________, 200__, by and between

    


    
      	
               

              GRANTOR

               

              VENTAS
      REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

               

              10350
      Ormsby Park Place, Suite 300

              Louisville,
      KY  40223

               

            	
               

              GRANTEE

            


    

    



    
      
         


      

      
        B
- 1

        
          

        

      

      
         


      

    


    The
designation Grantor and Grantee as used herein shall include said parties, their
heirs, successors, and assigns, and shall include singular, plural, masculine,
feminine or neuter as required by context.

    


    WITNESSETH,
that the Grantor, for a valuable consideration paid by the Grantee, the receipt
of which is hereby acknowledged, by these presents does remise, release, and
forever quitclaim unto the Grantee in fee simple, with no warranty of any kind
except for the limited warranty set forth below, those certain lots or parcels
of land situated in Alameda County, California and more particularly described
on Exhibit A
attached hereto and incorporated herein by this reference (collectively, the
“Property”).

    


    TO HAVE AND TO HOLD the Property and
all privileges and appurtenances thereto belonging to the Grantee in fee
simple.

    


    AND the
Grantor, for itself and its successors, does hereby warrant to Grantee that, as
of the date of this conveyance, Grantor owned fee simple title to the Property
free and clear of any mortgage or other lien securing borrowed indebtedness of
Grantor and does hereby covenant, promise and agree, to and with the Grantee,
that it has not done or suffered to be done anything whereby the Property is
encumbered or charged with any easement, covenant, condition or restriction
which runs with the land, except that such covenant, promise and agreement shall
not apply to, and the Grantor shall not have any obligation to the Grantee on
account of, any of the following:  (a) any matters affecting title to
the Property of which the Grantee or its affiliates had knowledge as of
July 25, 2008, including, without limitation, any such matters disclosed in
the Grantor’s title policy dated __________ issued by ___________ relating to
the Property, a copy of which has heretofore been delivered by the Grantor to
the Grantee or its affiliates; (b) any matters affecting title to the Property
that, pursuant to the terms of that certain Third Amended and Restated Master
Lease Agreement dated July 25, 2008, as thereafter amended, between the
Grantor and the Grantee and/or affiliates of the Grantee and relating, among
other properties, to the Property, constitute “Permitted Encumbrances”, and/or
(c) any matters affecting title to the Property that do not materially interfere
with the current use of the Property by Grantee and/or its affiliates pursuant
to the aforesaid lease instrument.

    


    


    


    



    
      
         


      

      
        B
- 2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Grantor has caused this instrument to be signed under seal
in its name by its duly authorized officers the day and year first above
written.

    
      	 
      
	
              VENTAS
      REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership

               

              By:          Ventas,
      Inc., a
      Delaware                                                      corporation,
      its sole general partner

              By:                                            

              Name:
      T. Richard Riney

              Its:
      Executive Vice President, General Counsel, and Secretary

               

            	 
      	 
      
	
              [CORPORATE
      SEAL]

            	 
      	 
      


    

    


    
      	
               

              SEAL-

              STAMP

            	 
      	 
      
	
              STATE
      OF __________________,  _____________ COUNTY

               

               

              I,
      _________________________, a Notary Public of the County and State
      aforesaid, certify that T. Richard Riney, as the Executive Vice President,
      General Counsel, and Secretary of Ventas, Inc., the sole general partner
      of Ventas Realty, Limited Partnership, a Delaware limited partnership,
      personally appeared before me this day and acknowledged the execution of
      the foregoing instrument as the act and deed of said limited
      partnership.

               

              Witness
      my hand and official stamp or seal, this     __ day
      _____________, 200_.

               

               

              My
      commission expires: _________________________

               

              Notary
      Public

               

              __________________

               

              [NOTARIAL
      SEAL]

               

               

               

               

            


    

    


    
      
        
        

      

      
        B
- 3

        
          

        

      

      
        
        

      

    

    


    


    


    The
foregoing Certificate(s) of  is certified to
be correct. This instrument and this certificate are duly registered at the date
and time and in the Book and Page shown on the first page hereof.

                                                                                                                            

    REGISTER
OF DEEDS FOR _______________ COUNTY

    


    


    By
                                            

           Deputy/Assistant-Register
of Deeds

    
      	 
      	 
      	 
      


    

    


    



    
      
         


      

      
        B
- 4

        
          

        

      

      
         


      

    


    EXHIBIT A
TO DEED

    


    [Legal
Description]


    
      
         


      

      
        B
- 5

        
          

        

      

      
         


      

    


    EXHIBIT
C

     

    PARTIAL
LEASE TERMINATION AGREEMENT

     

    


    


    


    


    


    


    


    


    


    


    PARTIAL
LEASE TERMINATION AGREEMENT

     

    BY AND
AMONG

    


    THE
TENANT

    


    AND

    


    LANDLORD
REFERENCED HEREIN

     

    


    



    
      
         


      

      
        C
- 1

        
          

        

      

      
         


      

    


    PARTIAL
LEASE TERMINATION AGREEMENT

     

    THIS PARTIAL LEASE TERMINATION
AGREEMENT (hereinafter this “Agreement” ) is to be
effective as of the ________ day of __________, 200_ (the “Effective Date”), and
is by and among VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited
partnership (“VRLP”), and VENTAS
FRAMINGHAM, LLC, a Delaware limited liability company (“VF”) (VRLP and VF are
referred to herein individually and collectively as “Landlord”), each
having an office at 10350 Ormsby Park Place, Suite 300, Louisville, Kentucky
40223, and the Tenants that are signatories to this Agreement (referred to
herein individually and collectively as “Tenant”), each having
an office at c/o Emeritus Corporation, 3131 Elliott Avenue, Suite 500,
Seattle, Washington  98121.

     

    RECITALS

     

    A. Landlord
and Tenant are parties to that certain Third Amended and Restated Master Lease
Agreement dated as of ___________ (as the same may have been amended and
restated, supplemented, modified, severed, renewed, extended or replaced, the
“Lease”)
demising to Tenant (i) the real property described on Exhibit A attached
hereto and made a part hereof, together with the improvements thereon (the
“Terminated
Property”), and (ii) multiple other properties.

     

    B. Landlord
and Tenant desire to terminate the Lease as it applies to the Terminated
Property demised pursuant to the Lease, on the terms set forth in this
Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereby agree as follows:

     

    
      	
              1.  

            	
              Capitalized
      Terms.  All capitalized terms used herein and not defined
      herein shall have the meaning ascribed thereto in the
    Lease.

            


    

     

    
      	
              2.  

            	
              Partial Lease
      Termination.  Effective as of the Effective Date, the
      Lease shall terminate with respect to the Terminated Property in
      accordance with the terms of Section 17.9
      of the Lease (and on the same terms as if the Terminated Property was
      considered a Deleted Property that was being separated and removed from
      the Lease as of the Effective Date on account of a Casualty or
      Condemnation), and Tenant shall remain obligated to perform all of its
      indemnification obligations and other liabilities and obligations under
      the Lease that survive such termination in accordance with the terms of
      such Section 17.9,
      Section 23
      of the Lease and any other applicable provisions of the
    Lease.

            


    

     

    
      	
              3.  

            	
              No Other
      Amendments.  Except as provided in this Agreement, the
      Lease remains in full force and effect without
    modification.

            


    

     

    
      	
              4.  

            	
              Successors and
      Assigns.  This Agreement and the covenants and agreements
      herein contained shall be binding upon and inure to the benefit of
      Landlord and Tenant and their respective heirs, devisees, successors and
      assigns.

            


    

     

    
      	
              5.  

            	
              Integrated Agreement;
      Modifications; Waivers.  This Agreement constitutes the
      entire agreement between the parties hereto with respect to the subject
      matter hereof and supersedes any and all prior representations,
      understandings and agreements, whether written or oral.  Each of
      the parties hereto acknowledges that it has not relied upon, in entering
      into this

            


    

     


    
      
         


      

      
        C
- 2

        
          

        

      

      
         


      

    


    Agreement,
any representation, warranty, promise or condition not specifically set forth in
this Agreement.  No supplement, modification or waiver of any
provision of this Agreement shall be binding unless executed in writing by the
party to be bound thereby.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided.

     

    
      	
              6.  

            	
              Headings and
      Captions.  The headings and captions of the paragraphs of
      this Agreement are for convenience of reference only and shall not affect
      the meaning or interpretation of this Agreement or any provision
      hereof.

            


    

     

    
      	
              7.  

            	
              Gender and
      Number.  As used in this Agreement, the neuter shall
      include the feminine and masculine, the singular shall include the plural,
      and the plural shall include the singular, except where expressly provided
      to the contrary.

            


    

     

    
      	
              8.  

            	
              Severability.  In
      the event that any paragraph, section, sentence, clause or phrase
      contained in this Agreement becomes or is held by any court of competent
      jurisdiction to be illegal, null or void or against public policy, the
      remaining paragraphs, sections, sentences, clauses or phrases contained in
      this Agreement shall not be affected
thereby.

            


    

     

    
      	
              9.  

            	
              Counterparts.  This
      Agreement and any amendment to this Agreement may be signed in any number
      of counterparts, each of which shall be an original, with the same effect
      as if the signatures thereto were upon the same
  instrument.

            


    

     

    [Signature
Page Follows]


    
      
         


      

      
        C
- 3

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed these presents the day and year first above
written.

     

    
      	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              LANDLORD:

              VENTAS REALTY, LIMITED
      PARTNERSHIP, a Delaware limited partnership

              By:Ventas,
      Inc., a Delaware corporation, as its general partner

              By:                                                                 

              Name:                      T.
      Richard Riney

              Title:             Executive
      Vice President

            
	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              VENTAS FRAMINGHAM, LLC,
      a Delaware limited liability company

              By:                                                                           

              Name:                      T.
      Richard Riney

              Title:             Executive
      Vice President

            


    


    
      
         


      

      
        C
- 4

        
          

        

      

      
         


      

    


    


    
      	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              TENANT:

              SW
      ASSISTED LIVING, LLC

              SUMMERVILLE
      AT MENTOR, LLC

              SUMMERVILLE
      AT HERITAGE PLACE, LLC

              SUMMERVILLE
      AT ATHERTON COURT LLC

              SUMMERVILLE
      AT BARRINGTON COURT LLC

              SUMMERVILLE
      AT ROSEVILLE GARDENS LLC

              SUMMERVILLE
      AT GOLDEN POND LLC

              SUMMERVILLE
      3, LLC

              SUMMERVILLE
      5 LLC

              SUMMERVILLE
      14 LLC

              SUMMERVILLE
      15 LLC

              SUMMERVILLE
      16 LLC

              SUMMERVILLE
      17 LLC

              Each
      of which entities is a Delaware limited liability company

              By:                                                                           

              Name:                      Granger
      Cobb

              Title:                      President
      of each of such entities

            


    

    



    
      
         


      

      
        C
- 5

        
          

        

      

      
         


      

    


    State
of                                           

    County
of                                                      

    


    Before me
a notary public in and for said county, personally appeared T. Richard Riney,
known to me to be the person who, as Executive Vice President of Ventas, Inc., a
Delaware corporation, in its capacity as the general partner of Ventas Realty,
Limited Partnership, a Delaware limited partnership, executed the foregoing
instrument, signed the same, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of said corporation as such officer; that
the same is his/her free act and deed as such officer, and the free and
corporate act and deed of said corporation, in its capacity as the general
partner, and on behalf, of such limited partnership.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
______________, 2008.

    


    (Seal)

    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

    


    State
of                                           

    County
of                                                      

    


    Before me
a notary public in and for said county, personally appeared T. Richard Riney,
known to me to be the person who, as Executive Vice President of Ventas
Framingham, LLC, a Delaware limited liability company, executed the foregoing
instrument, signed the same, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of said company as such officer; that the
same is his/her free act and deed as such officer, and the free act and deed of
said company.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
____________, 2008.

    


    (Seal)

    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

    



    
      
         


      

      
        C
- 6

        
          

        

      

      
         


      

    


    State
of                                           

    County
of                                                      

    


    Before me
a notary public in and for said county, personally appeared Granger Cobb, known
to me to be the person who, as President of SW Assisted Living, LLC, Summerville
at Mentor, LLC, Summerville at Heritage Place, LLC, Summerville at Atherton
Court LLC, Summerville at Barrington Court LLC, Summerville at Roseville Gardens
LLC, Summerville at Golden Pond LLC, Summerville 3, LLC, Summerville 5 LLC,
Summerville 14 LLC, Summerville 15 LLC, Summerville 16 LLC and Summerville 17
LLC, each of which entities is a Delaware limited liability company, signed the
foregoing instrument, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of each of said companies as such
President; that the same is his/her free act and deed as such President, and the
free act and deed of each of said companies.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
______________, 2008.

    


    


    (Seal)

    


    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

    


    


    


    



    
      
         


      

      
        C
- 7

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    


    


    


    



    
      
         


      

      
        C
- 8

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    TERMINATION
OF MEMORANDUM OF LEASE

     

    


    THIS
INSTRUMENT PREPARED BY:

     

    Thomas H.
Page

    Barack
Ferrazzano Kirschbaum

       &
Nagelberg LLP

    200 West
Madison Street, Suite 3900

    Chicago,
Illinois  60606

    


    AFTER
RECORDING, RETURN TO:

    


    Thomas H.
Page

    Barack
Ferrazzano Kirschbaum

       &
Nagelberg LLP

    200 West
Madison Street, Suite 3900

    Chicago,
Illinois  60606

    


    


    


    


    TERMINATION
OF MEMORANDUM OF LEASE

    


    BY AND
AMONG

    


    THE
TENANT

    


    AND

    


    LANDLORD
REFERENCED HEREIN

    


    


    
      	
              Facility
      Name:

            	 
      
	
              Property
      Address:

            	 
      


    

    


    


     


    
      
         


      

      
        D
- 1

        
          

        

      

      
         


      

    


    TERMINATION OF MEMORANDUM OF
LEASE

     

    KNOW ALL
MEN BY THESE PRESENTS, that this Termination of Memorandum of Lease (hereinafter
this “Termination”) is to be effective as of the ________ day of __________,
200_ (the “Effective Date”), and is by and among VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited partnership (“VRLP”), and VENTAS FRAMINGHAM,
LLC, a Delaware limited liability company (“VF”) (VRLP and VF are referred to
herein individually and collectively as “Landlord”), each having an office at
10350 Ormsby Park Place, Suite 300, Louisville, Kentucky 40223, and the Tenants
that are signatories to this Termination (referred to herein individually and
collectively as “Tenant”), each having an office at c/o Emeritus Corporation,
3131 Elliott Avenue, Suite 500, Seattle,
Washington  98121.

     

    RECITALS

     

    C. Landlord
and Tenant are parties to that certain Third Amended and Restated Master Lease
Agreement dated as of ___________ (as the same may have been amended and
restated, supplemented, modified, severed, renewed, extended or replaced, the
“Lease”)
demising to Tenant (i) the real property described on Exhibit A attached
hereto and made a part hereof, together with the improvements thereon (the
“Premises”),
and (ii) multiple other properties.

     

    D. A
Memorandum of Lease relating to the Lease as it affects the Premises was
heretofore filed for record on ______________ in Book _____ at Page _______,
among the official records of ___________ County, __________________ (the “Memorandum”).

     

    
      	
              E.  

            	
              The
      Lease has been terminated with respect to the Premises, and Landlord and
      Tenant accordingly desire to have the Memorandum terminated and released
      of record.

            


    

     

    NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereby agree as follows:

     

    
      	
              1.  

            	
              Landlord
      and Tenant hereby terminate and release the
  Memorandum.

            


    

     

    
      	
              2.  

            	
              This
      Termination is being executed and recorded solely to give notice that the
      Lease has been terminated with respect to the Premises, and to terminate
      the Memorandum and release said Memorandum of
  record.

            


    

     

    
      	
              3.  

            	
              This
      Termination may be signed in any number of counterparts, each of which
      shall be an original, with the same effect as if the signatures thereto
      were upon the same instrument.

            


    

     


    
      
         


      

      
        D
- 2

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed these presents with an intended effective date as
set forth in the preamble to this Termination.

     

    
      	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              LANDLORD:

              VENTAS REALTY, LIMITED
      PARTNERSHIP, a Delaware limited partnership

              By:Ventas,
      Inc., a Delaware corporation, as its general partner

              By:                                                                 

              Name:                      T.
      Richard Riney

              Title:             Executive
      Vice President

            
	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              VENTAS FRAMINGHAM, LLC,
      a Delaware limited liability company

              By:                                                                           

              Name:                      T.
      Richard Riney

              Title:             Executive
      Vice President

            
	
              Witness:

              Name:                                                      

              Name:                                                      

            	
              TENANT:

              SW
      ASSISTED LIVING, LLC

              SUMMERVILLE
      AT MENTOR, LLC

              SUMMERVILLE
      AT HERITAGE PLACE, LLC

              SUMMERVILLE
      AT ATHERTON COURT LLC

              SUMMERVILLE
      AT BARRINGTON COURT LLC

              SUMMERVILLE
      AT ROSEVILLE GARDENS LLC

              SUMMERVILLE
      AT GOLDEN POND LLC

              SUMMERVILLE
      3, LLC

              SUMMERVILLE
      5 LLC

              SUMMERVILLE
      14 LLC

              SUMMERVILLE
      15 LLC

              SUMMERVILLE
      16 LLC

              SUMMERVILLE
      17 LLC

              Each
      of which entities is a Delaware limited liability company

              By:                                                                           

              Name:                      Granger
      Cobb

              Title:             President
      of each of such entities

            


    


    
      
         


      

      
        D
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    State
of                                           

     

    County
of                                                      

    


    Before me
a notary public in and for said county, personally appeared T. Richard Riney,
known to me to be the person who, as Executive Vice President of Ventas, Inc., a
Delaware corporation, in its capacity as the general partner of Ventas Realty,
Limited Partnership, a Delaware limited partnership, executed the foregoing
instrument, signed the same, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of said corporation as such officer; that
the same is his/her free act and deed as such officer, and the free and
corporate act and deed of said corporation, in its capacity as the general
partner, and on behalf, of such limited partnership.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
______________, 2008.

    


    (Seal)

    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

    


     

    State
of                                           

     

    County
of                                                      

    


    Before me
a notary public in and for said county, personally appeared T. Richard Riney,
known to me to be the person who, as Executive Vice President of Ventas
Framingham, LLC, a Delaware limited liability company, executed the foregoing
instrument, signed the same, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of said company as such officer; that the
same is his/her free act and deed as such officer, and the free act and deed of
said company.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
____________, 2008.

    


    (Seal)

    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

    



    
      
         


      

      
        D
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    State
of                                           

     

    County
of                                                      

    


     

    Before me
a notary public in and for said county, personally appeared Granger Cobb, known
to me to be the person who, as President of SW Assisted Living, LLC, Summerville
at Mentor, LLC, Summerville at Heritage Place, LLC, Summerville at Atherton
Court LLC, Summerville at Barrington Court LLC, Summerville at Roseville Gardens
LLC, Summerville at Golden Pond LLC, Summerville 3, LLC, Summerville 5 LLC,
Summerville 14 LLC, Summerville 15 LLC, Summerville 16 LLC and Summerville 17
LLC, each of which entities is a Delaware limited liability company, signed the
foregoing instrument, and acknowledged to me that (s)he did so sign said
instrument in the name and upon behalf of each of said companies as such
President; that the same is his/her free act and deed as such President, and the
free act and deed of each of said companies.

    


    In
testimony whereof, I have hereunto subscribed my name and affixed my official
seal (if official has one) at _____________________ this ____ day of
______________, 2008.

    


    


    (Seal)

    


    


    (signature
of person taking acknowledgment)

    (Title or
rank)

    (Serial
number, if any)

     

    


    


    


    


    


    



    
      
         


      

      
        D
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    EXHIBIT
A

     

    [Legal
description]

    


     

    


     


    
      
         


      

      
        D
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    EXHIBIT
E

     

    BILL
OF SALE AND ASSIGNMENT

     

    FOR VALUE
RECEIVED, Ventas Realty, Limited Partnership, a Delaware limited partnership
(“Seller”), hereby
transfers and assigns to _____________, a ______________ (“Purchaser”), all of Seller’s
right, title and interest, if any, in the following (collectively, the “Personal
Property”):  (a) the tangible personal property located on the
land described in Exhibit A attached
hereto and made a part hereof (the “Land”) or in any buildings,
structures, fixtures or other improvements located on the Land (the “Improvements”); (b) all
transferable warranties or guaranties held by Seller, if any, to the extent
relating to the Land or the Improvements, including, without limitation, any
construction related warranties or guaranties held by Seller, if any; (c) to the
extent assignable, all licenses, certificates, authorizations, approvals,
building permits, and other applicable permits and licenses issued by any
governmental authority and held by Seller, if any, to the extent relating to the
ownership (as opposed to the operation or occupancy) of the Land or the
Improvements; (d) all plans and specifications (including architectural,
mechanical, plumbing, landscaping, engineering, and electrical plans and
specifications), zoning files, drawings, working drawings, plans, site plans,
mechanical drawings, and specifications related to the construction or
landscaping of the Improvements, if any, that Seller owns and has in its
possession; and (e) any pending challenges relating to property taxes assessed
against the Land or Improvements and any property tax refunds for previous
years’ property tax payments.

     

    This Bill
of Sale and Assignment is delivered pursuant to the terms of that certain
Agreement for Sale of Real Estate dated as of July 25, 2008 between Seller
and Emeritus Corporation (the “Sale
Agreement”).  The Personal Property, if any, is transferred in
“AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition, and without any warranties,
representations or guarantees, either express or implied, of any kind, nature,
or type whatsoever from, or on behalf of, Seller, and otherwise in accordance
with the terms of the Sale Agreement, except that Seller warrants to Purchaser
that its right, title and interest, if any, in the Personal Property is not
encumbered by any lien or security interest securing borrowed indebtedness of
Seller.

     

    [Signature
Page Follows]

     


    
      
         


      

      
        E
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    IN
WITNESS WHEREOF, Seller has executed this Bill of Sale and Assignment as of the
______ day of ____________, 200__.

     

    


    SELLER:

    


    VENTAS REALTY, LIMITED
PARTNERSHIP, a Delaware limited partnership

     

    By:           Ventas,
Inc.

    Its:           Sole
General Partner

    


    By:                                                          

    Name:               T.
Richard Riney

    
      	
               
      

            	
              Its:

            	
              Executive
      Vice President, General Counsel, and
Secretary

            


    

     

     



    
       

      
        E
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    EXHIBIT
F

     

    FORM OF SELLER’S
AFFIDAVIT

     

    AFFIDAVIT

    For
Extended Coverage

    (Partnership)

    


    TO BE
SIGNED BY SELLER OR MORTGAGOR IN CONNECTION WITH A TITLE INSURANCE POLICY TO BE
ISSUED BY:

    


    First American Title Insurance
Company

     

    STATE
OF:

    COUNTY
OF:

    DATE:   ____,
200__

    


    BEFORE
ME, the undersigned authority, personally appeared T. Richard Riney, who being
by me first duly sworn, deposes and says, subject to the limitations contained
in paragraph 2 below:

    


    
      	
               1.

            	
              That
      he is General Counsel of Ventas, Inc., the sole general partner of Ventas
      Realty, Limited Partnership, a Delaware limited partnership (the
      “Partnership"); and that he has the authority to make this Affidavit on
      behalf of said general partner, in its capacity as the general partner of
      said Partnership.

            


    

    


    
      	
               2.

            	
              That,
      according to, and based solely upon, a title insurance policy or policies
      previously issued to the Partnership by Chicago Title Insurance Company,
      the Partnership owns the property described in the commitments described
      on "Schedule A" attached hereto (collectively, the “Commitment”),
      provided, however, that, notwithstanding anything to the contrary in this
      Affidavit, affiant and the Partnership shall not be responsible or held
      liable for any error in any such policy or policies or any error in this
      Affidavit caused by any error in any such policy or policies or for any
      other matter insured against by the terms of any such policy or
      policies.

            


    

    


    
      	
               3.

            	
              That
      the above described property is free and clear of any mortgage or other
      lien securing borrowed indebtedness of the Partnership, excepting those
      referred to in the above-referenced Commitment for Title
      Insurance.

            


    

    


    
      	
               4.

            	
              That,
      to the best of affiant’s actual knowledge, no judgment or decree has been
      entered against the Partnership in any court of this state or the United
      States which remains unsatisfied.

            


    

    


    
      	
               5.

            	
              That,
      to the best of affiant’s actual knowledge, there are no matters pending
      against the Partnership that could give rise to a lien that would attach
      to the above-described property between the latest certification date of
      the commitment and the earlier of _____ or the recording of the interest
      of the purchaser, lender or lessee, and that, during such period, the
      Partnership has not and will not  by its actions create or
      suffer to exist any lien or encumbrance against the above described
      property (not including any of the same created or suffered to exist due
      to the actions of the Partnership’s tenants, _________________________, or
      persons or entities claiming through them) or execute any instrument that
      would adversely affect the title or interest to be insured other than
      instruments to effectuate the closings in connection with which this
      Affidavit is given.

            


    

    



    
      
         


      

      
        F
- 1

        
          

        

      

      
         


      

    


    
      	
               7.

            	
              That
      this Affidavit is also made for the purpose of inducing First American
      Title Insurance Company to insure the title of said purchaser, lender or
      lessee.

            


    

    


    
      	
               8.

            	
              That
      Ventas, Inc. is the sole general partner of the
    Partnership.

            


    

    


    
      	
               9.

            	
              Affiant
      further states that he is familiar with the nature of an oath and with the
      penalties, as provided by the laws of the State aforesaid, for falsely
      swearing to statements made in an instrument of this
      nature.  Affiant further certifies that he has read the full
      facts of this Affidavit and understands its
  meaning.

            


    

    


    
      	
              10.

            	
              Affiant
      hereby certifies that:

            


    

     

    
      	
               
      

            	
              a)

            	
              The
      Partnership is not a foreign partnership, foreign trust or foreign estate
      (as those terms are defined in the Internal Revenue Code and Income Tax
      Regulations);

            


    

    


    
      	
               
      

            	
              b)

            	
              The
      Partnership's U.S. Taxpayer Identification number
      is:  61-1324573

            


    

    


    
      	
               
      

            	
              c)

            	
              The
      Partnership's office address
    is:  _______________.

            


    

    


    
      	
               
      

            	
              d)

            	
              The
      undersigned understands that this certification may be disclosed to the
      Internal Revenue Service by the transferee and that any false statement
      contained herein could be punished by fine, imprisonment or
      both.

            


    

    


    Ventas
Realty, Limited Partnership

     

    


    By:           Ventas,
Inc.

    


    


    By:                                                                

          T.
Richard Riney, its general counsel

    


    


    


    



    
      
         


      

      
        F
- 2

        
          

        

      

      
         


      

    


    STATE OF


    


    COUNTY OF


    


    


    The
foregoing instrument was acknowledged, sworn to and subscribed before me this
_____ day of______________, 200__, by T. Richard Riney, as the _______________
of Ventas, Inc., a Delaware corporation, acting in its capacity as the general
partner of Ventas Realty, Limited Partnership, a Delaware limited
partnership.  He is personally known to me or has produced
___________________________ as identification.

    


    


    


    (Signature
of Acknowledger)

    


    


    (Typed
Name of Acknowledger - Title or Rank)

    


    My
commission expires:
(Seal)                                                                                     


    
      
         


      

      
        F
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    SECRETARY’S
CERTIFICATE

     

    I, T. Richard Riney, the Secretary of
VENTAS, INC., a Delaware corporation (the “Company”), DO HEREBY CERTIFY as
follows:

    


    
      	
              1.  

            	
              The
      Company is the sole general partner of VENTAS REALTY, LIMITED PARTNERSHIP,
      a Delaware limited partnership (“Ventas
LP”).

            


    

    


    
      	
              2.  

            	
              There
      has been no amendment to the First Amended and Restated Agreement of
      Limited Partnership of Ventas LP dated as of __________, which agreement
      is in full force and effect on the date hereof, except
      _______________.

            


    

    


    
      	
              3.  

            	
              Attached
      hereto as Exhibit A is a true and correct copy of resolutions duly adopted
      by unanimous written consent of the Board of Directors of the Company on
      ________, 200__, with respect to the execution, delivery and performance
      by each of the Company and Ventas LP of the Agreement for Sale of Real
      Estate, among Ventas LP and
      _______________________________.  Said resolutions have not been
      amended, annulled, rescinded or revoked and are still in full force and
      effect.  Said unanimous written consent has been filed with the
      minutes of the Board of Directors of the
  Company.

            


    

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

    



    
      
         


      

      
        F
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    WITNESS my hand as of this ____ day of
____, 200__.

    


    


    


    Name:                      T.
Richard Riney

    Title:                      Secretary

    


    


    


     

    SUBSCRIBED
AND SWORN TO

    before me
this ____ day of ____, 200__.

     

    My
Commission
Expires:                                                                           

     

    


    Notary Public

    



    
      
         


      

      
        F
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