LOAN AGREEMENT

Exhibits :

EXHIBIT A                                      LIST OF FEE PROPERTIES/LEASEHOLD PROPERTIES A-1

EXHIBITS A -1                                      BRIGHTON LEGAL DESCRIPTION A-3

EXHIBITS A -2                                      LAKE MARY LEGAL DESCRIPTION A-4

EXHIBITS A -3                                      GOLDEN POND LEGAL DESCRIPTION A-5

EXHIBITS A -4                                      MENTOR LEGAL DESCRIPTION A-6

EXHIBITS A -5                                      ATHERTON LEGAL DESCRIPTION A-7

EXHIBITS A -6                                      WINDSOR LEGAL DESCRIPTION A-8

EXHIBITS A -7                                      HERITAGE LEGAL DESCRIPTION A-9

EXHIBITS A -8                                      BARRINGTON LEGAL DESCRIPTION A-10

EXHIBITS A -9                                      SOMER PARK LEGAL DESCRIPTION A-11

EXHIBITS A -10                                      FARM POND LEGAL DESCRIPTION A-12

EXHIBITS A -11                                      BONITA SPRINGS LEGAL DESCRIPTIONA-13

EXHIBITS A -12                                      BOYNTON BEACH LEGAL DESCRIPTIONA-14

EXHIBITS A -13                                      DEER CREEK LEGAL DESCRIPTION A-15

EXHIBITS A -14                                      JENSEN BEACH LEGAL DESCRIPTION A-16

EXHIBITS A -15                                      JENSEN BEACH (LAND) LEGAL DESCRIPTION A-17

EXHIBIT B                                      LOAN DOCUMENTS B-1

EXHIBIT C                                      WIRE INSTRUCTIONS C-1

EXHIBIT D                                      FORM OF OFFICER’S CERTIFICATE D-1

THIS LOAN AGREEMENT (as amended, supplemented, replaced and/or restated from time to time, this “ Agreement ”) is dated as of December 19, 2008, and is made by and among EMERITUS CORPORATION, a Washington corporation (“ Emeritus ”); SUMMERVILLE SENIOR LIVING, INC., a Delaware corporation (“ SSL ”); SW ASSISTED LIVING, LLC, a Delaware limited liability company (“ Windsor Borrower ”); SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company (“ Heritage Borrower ”); SUMMERVILLE AT BARRINGTON COURT LLC, a Delaware limited liability company (“ Barrington Borrower ”); SUMMERVILLE AT ROSEVILLE GARDENS LLC, a Delaware limited liability company (“ Somer Park Borrower ”); SUMMERVILLE 5 LLC, a Delaware limited liability company (“ Farm Pond Borrower ”); SUMMERVILLE 14 LLC, a Delaware limited liability company (“ Bonita Borrower ”); SUMMERVILLE 15 LLC, a Delaware limited liability company (“ Boynton Borrower ”); SUMMERVILLE 16 LLC, a Delaware limited liability company (“ Deer Creek Borrower ”); and SUMMERVILLE 17 LLC, a Delaware limited liability company (“ Jensen Beach Borrower ”, and collectively with Emeritus, SSL, Windsor Borrower, Heritage Borrower, Barrington Borrower, Somer Park Borrower, Farm Pond Borrower, Bonita Borrower, Boynton Borrower and Deer Creek Borrower, on a joint and several basis, “ Borrower ” or individually each a “ Borrower ” as the context may require, as determined by Lender), and VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership (“ Lender ”).

WHEREAS, EMERIVENT BRIGHTON LLC, a Delaware limited liability company (“ Brighton Owner ”); EMERIVENT LAKE MARY LLC, a Delaware limited liability company (“ Lake Mary Owner ”); EMERIVENT BRADENTON LLC, a Delaware limited liability company (“ Golden Pond Owner ”); EMERIVENT MENTOR LLC, a Delaware limited liability company (“ Mentor Owner ”); and EMERIVENT ATHERTON COURT INC, a Delaware corporation (“ Atherton Owner ”, and together with Brighton Owner, Lake Mary Owner, Golden Pond Owner and Mentor Owner, individually, each an “ Emeritus Purchaser ”, and collectively, the “ Emeritus Purchasers ”) hold fee simple title to five (5) parcels of property, along with all improvements thereon and easements and appurtenances thereto, which parcels are listed as Facility Nos. 1 through 5 on Exhibit A attached hereto, and legally described in Exhibits A-1 through Exhibit A-5 attached hereto (individually, each a “ Sold Property ”, and collectively, the “ Sold Properties ”).

WHEREAS, the Emeritus Purchasers have acquired title to the respective Sold Properties pursuant to (i) that certain Agreement for Sale of Real Estate dated as of July 25, 2008, by and between Lender, as Seller, and Emeritus, as Purchaser, relating to the property commonly known as Summerville at Brighton, (ii) that certain Agreement for Sale of Real Estate dated as of July 25, 2008, by and between Lender, as Seller, and Emeritus, as Purchaser, relating to the property commonly known as Summerville at Lake Mary, (iii) that certain Agreement for Sale of Real Estate dated as of July 25, 2008, by and between Lender, as Seller, and Emeritus, as Purchaser, relating to the property commonly known as Golden Pond Assisted Living, (iv) that certain

Agreement for Sale of Real Estate dated as of July 25, 2008, by and between Lender, as Seller, and Emeritus, as Purchaser, relating to the property commonly known as Summerville at Mentor, and (v) that certain Agreement for Sale of Real Estate dated as of July 25, 2008, by and between Lender, as Seller, and Emeritus, as Purchaser, relating to the property commonly known as Atherton Court Alzheimer’s Residence (as amended, supplemented, replaced and/or restated from time to time, individually, each a “ Purchase Contract ”, and collectively, the “ Purchase Contracts ”).

WHEREAS, Windsor Borrower, Heritage Borrower, Barrington Borrower, Somer Park Borrower, Farm Pond Borrower, Bonita Borrower, Boynton Borrower, Deer Creek Borrower and Jensen Beach Borrower (individually, each a “ Leasehold Borrower ”, and collectively, the “ Leasehold Borrowers ”) hold leasehold interests in ten (10) parcels of property, along with all improvements thereon and easements and appurtenances thereto, which parcels are listed as Facility Nos. 6 through 15 on Exhibit A attached hereto, and legally described in Exhibits A-6 through Exhibit A-15 attached hereto   (individually, each a “ Leasehold Property ”, and collectively, the “ Leasehold Properties ”) pursuant to that certain Third Amended and Restated Master Lease Agreement dated as of July 25, 2008, by and among Lender and   Ventas Framingham , LLC, a Delaware limited liability company, as landlord (together, and collectively with any replacement thereof under the Master Lease, the “ Master Landlord ”), and Leasehold Borrowers and certain affiliates thereof, as   tenants (as amended, supplemented, replaced and/or restated from time to time, the “ Master Lease ”).

WHEREAS, certain Affiliates of Borrower have also entered into (i) that certain Master Lease Agreement dated as of January 31, 2005, by and between Ventas Fairwood, LLC, as landlord, and Summerville at Fairwood Manor, LLC, a Delaware limited liability company, as tenant (as the same may be amended, supplemented, replaced and/or restated from time to time, the “ Fairwood Lease ”) and (ii) that certain Master Lease Agreement dated as of April 14, 2005, by and between Ventas Whitehall Estates, LLC, a Delaware limited liability company, as landlord, and Summerville 4 LLC, a Delaware limited liability company, as tenant (as the same may be amended, supplemented, replaced and/or restated from time to time, the “ Whitehall Lease ”).

WHEREAS, SSL owns, directly or indirectly, one hundred percent (100%) of the membership interests of each Fee Owner (as hereinafter defined) and each Leasehold Borrower.

WHEREAS, Emeritus owns one hundred percent (100%) of the capital stock in SSL.

WHEREAS, as a condition of making the Loan (as hereinafter defined) described in this Agreement, Lender requires that Borrower execute and deliver this Agreement, the Collateral Documents (as hereinafter defined), the other Loan Documents (as hereinafter defined) and the Other Related Documents (as hereinafter defined), as applicable.

THEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows:

1.   ­ DEFINITIONS .

1.1.   ­ Defined Terms .  The following capitalized terms generally used in this Agreement shall have the meanings defined or referenced below.  Certain other capitalized terms used only in specific sections of this Agreement are defined in such sections.

“ Actuarial Reports ” shall mean any and all written reports, studies, analyses or reviews prepared by or behalf of any Borrower Party or their respective insurance providers or carriers, whether quarterly or otherwise, concerning any Borrower Party’s malpractice or professional liability insurance or any Borrower Party’s reserves for expenses relating to malpractice or professional liability claims.

“ ADA ” shall mean the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et. seq., as hereinafter amended or modified.

“ Affiliate ” or “ Affiliates ” shall mean an entity’s partners, members or parent and subsidiary corporations, and any other entity or person, directly or indirectly, controlling, controlled by or under common control with said entity, and their respective affiliates, shareholders, directors, officers, employees and agents.

“ Annual Budget ” shall mean each Borrower Party’s projection of such Borrower Party’s revenues and expenses for a particular Fiscal Year in a format and containing such information as is reasonably acceptable to Lender.

“ Assignee Lender ” shall have the meaning ascribed to such term in Section 10.2 .

“ Assignment of Contracts, Permits and Licenses ” shall mean a collateral assignment duly executed by each Leasehold Borrower and consented to by such Material Vendors as Lender may request, as amended, supplemented, replaced and/or restated from time to time, pursuant to which each Leasehold Borrower assigns to Lender, to the extent assignable:  (i) all of Borrower’s right, title and interest in and to all contracts relating to or entered into in connection with the Leasehold Properties, including, without limitation, subcontracts, sub-subcontracts and material purchase orders, and property management agreements, now or hereafter entered into in connection with the management thereof, or any portion thereof, relating to such Leasehold Properties; and (ii) all of Borrower’s right, title and interest in and to all applicable plans and specifications, permits, authorizations, approvals and licenses issued from time to time with respect to the Leasehold Properties.

 “ Authorizations ” shall mean any and all licenses, operating permits, Provider Agreements, certificates of exemption, approvals, waivers, variances and other governmental or “quasi-governmental” authorizations necessary or advisable for the use of any Property for its primary intended use and receipt of reimbursement or other payments under any Third Party Payor Programs.

“ Bankruptcy Code ” shall mean the Bankruptcy Reform Act of 1978 (11 USC § 101-1330), as hereinafter amended or recodified.

“ Borrower ” shall have the meaning ascribed to such term in the Preamble.

“ Borrower Annual Report ” shall have the meaning ascribed to such term in Section  8.1 .

“ Borrower Party(ies) ” shall mean, collectively or individually as the context may require, as determined by Lender, each Borrower and each Fee Owner; provided, however, that Borrower Party(ies) shall not include any Fee Owner from and after the date such Fee Owner is no longer controlled by Borrower or an Affiliate of Borrower due to a default under the Loan and Lender’s pursuit of its remedies hereunder or under any of the other Loan Documents.

“ Brighton ” shall mean that certain Fee Property commonly known as Summerville at Brighton and listed as Facility No. 1 on Exhibit A and legally described on Exhibit A-1 .

“ Business Day ” shall mean a day of the week (but not a Saturday or Sunday or any holiday on which banks in Chicago, Illinois are customarily required or authorized to close).

“ California Deed of Trust ” shall mean a Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even date herewith, covering each Leasehold Property located in the State of California and executed by the respective Leasehold Borrower(s) thereof in favor of Lender, as amended, supplemented, replaced and/or restated from time to time.

“ Capital Stock ” shall mean, with respect to any Person, any capital stock (including preferred stock), shares, interests and/or participation or other ownership interests (however designated) of such Person and any rights, warrants or options to purchase any thereof, but excluding the sale of all of the Capital Stock in a Venture Entity (as defined below).

“ Capmark ” shall mean Capmark Bank, a Utah industrial bank, or any Affiliate thereof.

“ Capmark Loan ” shall mean the Fee Owners’ first mortgage financing from Capmark obtained in connection with Fee Owners’ initial acquisition of the Fee Properties pursuant to the Purchase Contracts.

 “ Cash Collateral Agreement ” shall mean that certain Cash Collateral   and Security Agreement of even date herewith made by each Leasehold Borrower in favor of Lender granting a first priority lien and security interest in, among other things, one hundred percent (100%) of the Security Deposit, as amended, supplemented, replaced and/or restated from time to time.

“ Collateral ” shall mean all the property (including all personal, real, tangible and intangible property) in which the Collateral Documents grant (or purport to grant) Lender a security interest or lien.

“ Collateral Documents ” shall mean the Pledge Agreement, the Cash Collateral Agreement, the Mortgages, the Assignment of Contracts, Permits and Licenses, and all UCC Financing Statements relating to the foregoing.

“ Commitment Date ” shall have the meaning ascribed to such term in Section 5.10 .

“ Common Materials ” shall have the meaning ascribed to such term in Section  6.2.1 .

“ Connecticut Mortgage ” shall mean a Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even date herewith, covering each Leasehold Property located in the State of Connecticut and executed by the respective Leasehold Borrower(s) thereof in favor of Lender, as amended, supplemented, replaced and/or restated from time to time.

           “ Default Rate ” shall mean the rate of fourteen percent (14%) per annum, computed based on a 360-day year and charged on the basis of actual days elapsed.

“ Emeritus ” shall have the meaning ascribed to such term in the Preamble.

“ Emeritus Entities ” shall mean, collectively, (i) each Borrower, (ii) each Emeritus Purchaser and (iii) any of their respective Affiliates whose financial activities are, pursuant to GAAP, included in Emeritus’s consolidated financial statements.

“ Emeritus Purchaser(s) ” shall have the meaning ascribed to such term in the Recitals.

           “ Equity Transaction ” shall mean, with respect to any Person, any issuance or sale of shares of Capital Stock in such Person or any of its consolidated subsidiaries or other Affiliates, other than an issuance (i) to such Person or any of its consolidated subsidiaries or other Affiliates or (ii) of restricted stock to any present or former employee, officer or director of such Person or any of its consolidated subsidiaries or Affiliates, or in connection with the exercise by a present or former employee, officer or director of such Person or any of its consolidated subsidiaries or Affiliates under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement.

“ Event of Default ” shall have the meaning ascribed to such term in Section 9.1.1 .

“ Fairwood Lease ” shall have the meaning ascribed to such term in the Recitals.

“ Fairwood Guaranty ” shall mean that certain Guaranty of Lease dated as of July 25, 2008, by and between Emeritus, as guarantor, and Ventas Fairwood, LLC, a Delaware limited liability company, as landlord, as amended, supplemented, replaced and/or restated from time to time.

“ Fee Owner(s) ” shall mean the Brighton Owner and the Golden Pond Owner.

“ Fee Property(ies) ” shall mean Brighton and Golden Pond.

“ FEMA ” shall mean the Federal Emergency Management Agency.

“ Fiscal Year ” shall mean the twelve (12) month period from January 1 to December 31.

“ Florida Mortgage ” shall mean a Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even date herewith, covering each Leasehold Property located in the State of Florida and executed by the respective Leasehold Borrower(s) thereof in favor of Lender, as amended, supplemented, replaced and/or restated from time to time.

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“ Golden Pond ” shall mean that certain Fee Property commonly known as Golden Pond Assisted Living and listed as Facility No. 3 on Exhibit A and legally described on Exhibit A-3 .

“ Governmental Authority ” shall mean any court, board, agency, licensing agency, commission, office or authority or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence, including, without limitation, any state licensing agency and/or any state Medicaid agency and any quasi-governmental authorities.

“ Hazardous Materials ” shall have the meaning ascribed to such term in Section 6.1.1 .

“ Hazardous Materials Claims ” shall have the meaning ascribed to such term in Section 6.1.3 .

“ Hazardous Materials Laws ” shall have the meaning ascribed to such term in Section 6.1.2 .

“ Improvements ” shall mean the buildings and other structures now or hereafter located on any Property, together with all necessary or required site improvements and all appurtenances and fixtures and all tenant improvements.

“ Indemnified Matters ” shall have the meaning ascribed to such term in Section  6.5 .

“ Intercreditor Agreement ” shall mean that certain Indemnity Agreement of even date herewith by and between Lender and Capmark.

“ Leasehold Borrower(s) ” shall have the meaning ascribed to such term in the Recitals.

“ Leasehold Property(ies) ” shall have the meaning ascribed to such term in the Recitals.

“ Lender ” shall have the meaning ascribed to such term in the Preamble.

“ Loan ” shall mean the loan described in Section 2.1 .

“ Loan Amount ” shall mean Ten Million and No/100 Dollars ($10,000,000.00).

“ Loan Documents ” shall mean those documents, as hereafter amended, supplemented, replaced, modified and/or restated from time to time, properly executed and in recordable form, if necessary, listed as Loan Documents in Exhibit B , and shall also include any other agreement executed by Borrower or any Affiliate of Borrower in favor of or with Lender in connection with the transactions contemplated by this Agreement (other than the Other Related Documents).

“ Massachusetts Mortgage ” shall mean an Open-End Leasehold Mortgage Deed, Assignment of Leases and Rents, Security Agreement and Fixture Filing, of even date herewith, covering each Leasehold Property located in the State of Massachusetts and executed by the respective Leasehold Borrower(s) thereof in favor of Lender, as amended, supplemented, replaced and/or restated from time to time.

“ Master Landlord ” shall have the meaning ascribed to such term in the Recitals.

“ Master Lease ” shall have the meaning ascribed to such term in the Recitals.

 “ Master Lease Guaranty ” shall mean, individually or collectively as the context may require (as determined by Lender), (i) that certain Guaranty of Lease dated as of July 25, 2008, by and between Emeritus, as guarantor, and Master Landlord, as landlord, as amended, supplemented, replaced and/or restated from time to time, and (ii) that certain Guaranty of Lease of even date herewith, by and between SSL, as guarantor, and Master Landlord, as landlord, as amended, supplemented, replaced and/or restated from time to time.

“ Material Indebtedness ” shall mean any borrowing, loan or indebtedness (other than the Loan) for which any Borrower Party is liable (other than non-material vendor agreements, which, in the case of any vendor agreement for which Emeritus is liable, shall mean and refer to any vendor agreement for which the annual aggregate consideration is less than $2,000,000.00, and other than loans for which Emeritus is liable, so long as the principal amount of each such loan is less than $2,000,000.00 and the aggregate principal amount of such loans is less than $20,000,000.00).

“ Material Vendors ” shall mean those vendors providing services to any Property pursuant to a written contract for which the annual payments to such vendors exceed $20,000.

“ Maturity Date ” shall mean December 18, 2011.

“ Mortgages ” shall mean, collectively, the California Deed of Trust, the Connecticut Mortgage, the Florida Mortgage and the Massachusetts Mortgage.

“ Municipality ” shall mean, on a collective and individual basis, each city or municipality in which any Property is located.

“ Net Cash Proceeds ” shall mean, with respect to any Person, the aggregate gross cash proceeds received, directly or indirectly, by such Person or any of its consolidated subsidiaries or Affiliates (including, without limitation, as applicable, all cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only

as and when received), minus the following, without any duplication: (i) reasonable and customary brokerage commissions and other reasonable and customary fees and expenses related to the transaction generating such cash proceeds (including reasonable and customary fees and expenses of counsel and investment bankers actually paid by the applicable Person or consolidated subsidiary or Affiliate), and (ii) in each case, to the extent applicable and not already deducted from the aforesaid aggregate gross cash proceeds, the amount of any payments made to retire indebtedness secured by any land, buildings or other tangible assets being sold or otherwise disposed of where payment of such indebtedness is required in connection with such transaction generating such cash proceeds; provided, however, that, if (a) the recipient of Net Cash Proceeds is an Emeritus Entity that is not, directly or indirectly, 100% owned by Emeritus (a “ Venture Entity ”), and (b) such Venture Entity received such Net Cash Proceeds in return for Capital Stock in such Venture Entity, then, in such event, the Net Cash Proceeds received by such Venture Entity shall, for purposes hereof, be reduced by the amount of the Net Cash Proceeds (x) received by such Venture Entity from an Equity Transaction that, immediately upon receipt thereof, are paid to a Person that is not a Emeritus Entity, or (y) that, pursuant to the terms of any partnership or operating or shareholder agreement, or similar document, which governs the use of such Net Cash Proceeds, may not be, and in fact are not, distributed or otherwise paid to Emeritus or another entity that Emeritus wholly owns.

“ Net Operating Income ” shall mean, for any period, the amount by which Operating Revenue for such period exceeds Operating Expenses for such period.

“ Note ” shall mean that certain Secured Promissory Note of even date herewith duly executed by Borrower to the order of Lender in the stated principal amount of the Loan Amount, as amended, supplemented, replaced and/or restated from time to time.

“ Note Rate ” shall mean, during the following periods, the following interest rates per annum:

“ Officer’s Certificate ” shall mean a certificate of Borrower (or Borrower Parties, as applicable) collectively, or each Borrower (or Borrower Party) individually, as applicable, signed by the chairman of the board of directors, the president, the chief operating officer, the chief financial officer, the general counsel or the general partner or managing member, as applicable, of each Borrower (or Borrower Party) in the case of a certificate of Borrower (or Borrower Party) collectively, or of such particular Borrower (or Borrower Party), as applicable, in the case of a certificate of an individual Borrower (or Borrower Party), as applicable.

“ Opening Disbursement ” shall have the meaning ascribed to such term in Section 3.1 .

“ Operating Expenses ” shall mean, with respect to any or all of the Properties, and without duplication, all costs and expenses incurred by the respective Borrower Party(ies), determined on an accrual basis, relating to the operation, maintenance, repair, use and management of such Property(ies), including, without limitation, utilities, repairs and maintenance, insurance, taxes, assessments, levies, fees, advertising expenses, payroll and related taxes, equipment lease payments and actual management fees, but excluding (i) debt service, (ii) depreciation, amortization and other non-cash expenses of the Property(ies); provided, however, that such costs and expenses shall be subject to reasonable adjustment by Lender to normalize such costs and expenses, and (iii) capital expenditures.

“ Operating Revenue ” shall mean all revenue derived from the operation of any or all of the Properties or a Property, as the case may be, and received by the respective Borrower Party(ies) from whatever source, determined on an accrual basis, but excluding (i) sales, use and occupancy or other taxes on receipts required to be accounted for by such Borrower Party(ies) to any Governmental Authority, (ii) non-recurring revenues as reasonably determined by Lender (e.g. proceeds from a sale of assets or refinancing), (iii) casualty insurance proceeds and awards (other than business interruption or other loss of income insurance related to business interruption or loss of income for the Property(ies) in question), and (iv) any proceeds from the permitted sale or refinancing of any Property or recapitalization of the applicable Borrower Party(ies).  In addition, if required by Lender, revenue accrued but not paid in cash during an accounting period shall be adjusted for an allowance for doubtful accounts in a manner consistent with historical net realizable value.

“ Organizational Documents ” shall mean, with respect to a (i) corporation, the articles or charter and bylaws; (ii) with respect to a partnership, the partnership agreement and certificate of limited partnership; (iii) with respect to a limited liability company, the operating agreement and certification of formation; (iv) with respect to a trust, the trust agreement; and (v) with respect to an individual, none.

“ Other Related Documents ” shall mean those documents, as hereafter amended, supplemented, replaced, modified and/or restated from time to time, properly executed and in recordable form, if necessary, listed as Other Related Documents in Exhibit B .

“ Permitted Exceptions ” shall mean those title exceptions acceptable to Lender in its sole discretion, which shall include any matter which would constitute a Permitted Encumbrance (as such term is defined under the Master Lease) under the Master Lease.

“ Permitted Transfers ” shall mean (i) any Transfer related to a Leasehold Property, or involving a transfer or issuance of stock in Emeritus, or any change in control of Emeritus or any Person(s) controlling Emeritus, that, if made pursuant to the terms of the Master Lease, would not be a prohibited Transfer thereunder (except that (a) in the event any Successor Entity and/or Seniormost Parent Entity (as such terms are defined in the Master Lease) is required pursuant to the terms of the Master Lease to execute and deliver to the landlord under the Master Lease a new Lease Guaranty in the form of the Emeritus Guaranty (as such terms are defined in the Master Lease) in connection with such Transfer, then such Transfer shall not be a Permitted

Transfer hereunder unless such Successor Entity and/or Seniormost Parent Entity, as applicable, assumes, joins in and agrees to perform any and all duties, liabilities and other obligations of Emeritus under this Agreement, the other Loan Documents and the Other Related Documents, on a joint and several basis with each other (if both a Successor Entity and a Seniormost Parent Entity are required to deliver a new Lease Guaranty relative to the Master Lease, as described above) and with all other Borrowers (including, without limitation, Emeritus, if Emeritus remains in existence), pursuant to documentation reasonably satisfactory to Lender, and (b) if such Transfer results in any mandatory prepayment obligation as provided in Section 2.7.2 hereof, such mandatory prepayment is made to Lender), (ii) any sale or disposition of any item of tangible personal property used in the operation of any of the Properties, provided, however, that, unless such item is functionally obsolete, Borrower shall be obligated to replace, or to cause the Fee Owners to replace, such item with an item of similar quality, use and functionality, and (iii) the mortgage lien granted to secure the Capmark Loan.

“ Person ” shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability company, joint venture, association, joint stock company, bank, trust, estate, unincorporated organization, Governmental Authority, endowment fund or other form of entity.

“ Pledge Agreement ” shall mean that certain Membership Interest Pledge and Security Agreement of even date herewith made by SSL in favor of Lender granting a first priority lien and security interest in one hundred percent (100%) of the membership interests in the Fee Owners, as amended, supplemented, replaced and/or restated from time to time.

“ Project ” shall mean all of the Improvements located on any one or more of the Properties, as the context may require as determined by Lender, together with any fixtures, fittings, apparatus, machinery, equipment and other personal property, and any replacements thereof or substitutes therefor, now or at any time hereafter owned by the Borrower Parties and located on any such Property(ies) or not located on such Property(ies) but used in any way in connection with such Property(ies) or the Improvements located thereon (other than tangible personal property located at Borrower’s main office).

“ Property Leases ” shall mean all commercial leases, licenses or other agreements providing for the use or occupancy of any portion of the Properties, including all amendments, extensions, renewals, supplements, modifications, sublets and assignments thereof and all separate letters or separate agreements relating thereto, provided, however, that Property Leases shall not include the Master Lease nor any Residency Agreement.

“ Property(ies) ” shall mean, collectively or individually as the context may require, as determined by Lender, each of the Fee Properties and each of the Leasehold Properties.

“ Provider Agreements ” shall mean any agreements under which healthcare facilities are eligible to receive payment under any Third Party Payor Program from Governmental Authorities or non-public entities.

“ Purchase Contract(s)” shall have the meaning ascribed to such term in the Recitals.

“ REA ” shall mean any reciprocal easement agreement or like agreement (together with any amendments or modifications thereto) concerning any of the Fee Properties executed by and between the respective Fee Owner and owners of adjacent property.

“ Residency Agreement ” shall mean an agreement with a resident of a Property:  (i) that does not provide for lifecare services; (ii) that does not contain any type of rate lock provision or rate guaranty for more than one (1) calendar year; (iii) that does not provide for any rent reduction or waiver other than for an introductory period not to exceed six (6) months; (iv) under which Borrower Party at no time collects rent for more than one (1) month in advance, other than an amount equal to not more than two (2) months’ rent collected and held by Borrower Party as security for the performance of the resident’s obligations to Borrower Party; (v) that is accurately shown in the accounting records for such Property; and (vi) that is otherwise on Borrower Party’s usual and customary form, without any material amendments to such form.

“ RICO Related Law ” shall mean the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other federal, state or local law for which forfeiture of assets is a potential penalty.

“ Security Deposit ” shall mean any security deposit, whether now or hereafter existing, and whether in the form of cash or a letter of credit (or the proceeds thereof), deposited by Leasehold Borrowers pursuant to the Master Lease and held by Master Landlord (and/or its Affiliates) pursuant to the Master Lease or by Lender pursuant to the Cash Collateral Agreement.

“ Sold Property(ies) ” shall have the meaning ascribed to such term in the Recitals.

“ SSL ” shall have the meaning ascribed to such term in the Preamble.

“ Subordination Agreement (Management Agreement) ” shall mean Lender’s standard form of Assignment and Subordination of Management Agreement to be executed by the respective Borrower Party and any property manager for the benefit of Lender.

“ Third Party Payor Programs ” shall mean any third party payor programs pursuant to which healthcare facilities qualify for payment or reimbursement for medical or therapeutic cure or other goods or services rendered, supplied or administered to any admittee, occupant, resident or patient by or from any Governmental Authority, bureau, corporation, agency, commercial insurer, non-public entity, “HMO,” “PPO” or other comparable party.

“ Title Company ” shall mean First American Title Insurance Company.

“ Title Insurance Policies (Leasehold) ” shall mean an ALTA Lender’s (Leasehold) Policy or Policies of Title Insurance as issued by the Title Company covering Lender’s security interest and lien under the Mortgages and corresponding UCC Financing Statements filed as fixture filings, with extended coverage and containing such endorsements as Lender may reasonably require, to the extent available in the State where a Leasehold Property is located, including, without limitation, a creditor’s rights endorsement, a usury endorsement, a separate tax parcel endorsement, a PUD endorsement, a variable rate endorsement, an access endorsement relating to the public street, a survey endorsement, a comprehensive endorsement no. 1, a 3.1

zoning endorsement for any improved property, a first loss endorsement, a subdivision endorsement (if applicable), a contiguity endorsement (if applicable), a waiver of arbitration endorsement, a tie-in endorsement and a last dollar endorsement.

“ Title Insurance Policies (Eagle 9) ” shall mean (i) an Eagle 9 UCC Insurance Policy, or the equivalent thereto, issued by the Title Company covering Lender’s security interest and lien under the Pledge Agreement and corresponding UCC Financing Statements filed as fixture filings, and containing such endorsements as Lender may require, together with (ii) an ALTA Owner’s Policy of Title Insurance issued in favor of the Fee Owners covering their fee title in the Fee Properties, containing such endorsements as Lender may require, including, without limitation, a Mezzanine Endorsement in favor of Lender.

“ Transfer ” shall mean any conveyance, transfer, sale, assignment, pledge, hypothecation, mortgage, encumbrance or other disposition of all or any portion of the Properties or of any interest in any Borrower Party, as applicable, or the entering into of any agreement to do any of the foregoing, whether the same occurs directly, indirectly, by operation of law or otherwise.

“ UCC ” shall mean the Uniform Commercial Code as enacted in the states where the Collateral is located or the applicable party is organized.

“ Venture Entity ” shall have that meaning ascribed to it in the definition of “Net Cash Proceeds”.

“ Whitehall Lease ” shall have the meaning ascribed to such term in the Recitals.

“ Whitehall Guaranty ” shall mean that certain Guaranty of Lease dated as of July 25, 2008, by and between Emeritus, as guarantor, and Ventas Whitehall Estates, LLC, a Delaware limited liability company, as landlord, as amended, supplemented, replaced and/or restated from time to time.

1.2.   Exhibits and Schedules Incorporated .  All exhibits and schedules attached hereto or referenced herein are hereby incorporated into this Agreement.

2.   LOAN .

2.1.   The Loan .  Borrower desires to obtain from Lender a loan (the “ Loan ”) in an amount equal to the Loan Amount.  Borrower acknowledges and agrees that Lender has not made any commitments, either express or implied, to extend the term of the Loan past the Maturity Date, unless Borrower and Lender hereafter specifically otherwise agree in writing.

2.2.   Intentionally Omitted .

2.3.   Loan Documents .  Borrower shall deliver to Lender con­currently with this Agreement each of the Loan Documents and the Other Related Documents, properly executed and in recordable form, as applicable.

2.4.   Agreement Date .  The Loan Documents and the Other Related Documents shall become effective as of the date of this Agreement.

2.5.   Maturity Date .  On the Maturity Date, all sums due and owing under this Agreement and the other Loan Documents and the Other Related Documents shall be repaid in full.  All payments due under this Agreement, whether at the Maturity Date or otherwise, shall be paid in immediately available funds.

2.6.   Note Rate .

2.6.1.   Interest Rate .  All disbursements of Loan proceeds shall bear interest at the applicable Note Rate, subject to the default interest provisions contained herein.

2.6.2.   Interest Payments .  Subject to Section 2.6.3 , interest accrued on the outstanding amount of the Loan shall be payable by Borrower in arrears on the first Business Day of the first calendar month following the date of this Agreement, and the first Business Day of each succeeding calendar month thereafter, and on the Maturity Date.  

2.6.3.   Default Interest .

2.6.3.1.   If any payment of interest required hereunder or under any other Loan Document or Other Related Document is not received by Lender on or before the fifth (5 ^th ) day following the date such payment becomes due, Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of such unpaid payment to defray part of the increased cost of collecting late payments and the opportunity costs incurred by Lender because of the unavailability of the funds.  If such interest payment is not received by Lender on or before the fifth (5 ^th ) day following the date when it becomes due, Borrower shall pay interest on the entire outstanding principal balance of the Note at the Default Rate from and after the date when the payment was due.

2.6.3.2.   If any payment of principal required hereunder or under any other Loan Document or Other Related Document, other than the repayment of the Loan Amount due on the Maturity Date, is not received by Lender on or before the date such payment becomes due, Borrower shall pay to Lender a late charge equal to five percent (5%) of the amount of such unpaid payment to defray part of the increased cost of collecting late payments and the opportunity costs incurred by Lender because of the unavailability of the funds.  In addition to the late charge, Borrower shall pay interest on the entire outstanding principal balance of the Note at the Default Rate from and after the date when the payment was due.

2.6.3.3.   Effective immediately upon the occurrence of any Event of Default other than default in the payment of interest or principal as described in the preceding two paragraphs, the balance of this Note then outstanding shall bear interest at the Default Rate (based on a 360-day year and charged on the basis of actual days elapsed).  In addition, all other amounts due Lender (whether directly or for reimbursement) under the Note, the Loan Agreement or any of the other Loan Documents or the Other Related Documents, if not paid when due or, in the event no time period is expressed, if not paid within five (5) days after

written notice from Lender that the same has become due, shall also bear interest thereafter at the Default Rate.

2.6.4.   Computation of Interest .  Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest accrued and a year of 360 days.  In computing interest, the date of funding, but not the date of payment so long as received by 2:00 P.M. (Central Standard Time), shall be included; provided, however, that if any funding is repaid on the same day on which it is made, one day’s interest shall be paid thereon.  Notwithstanding any of the terms and conditions contained in this Section, interest in respect of any amount of the Loan shall not exceed the maximum rate permitted by applicable law.

2.7.   Prepayments; Amortization; Payments .

2.7.1.   Voluntary Prepayments .  Borrower may prepay the Loan in whole or in part at any time without penalty upon thirty (30) days prior written notice to Lender.

2.7.2.   Mandatory Prepayments .

2.7.2.1.   In the event any of the Emeritus Entities engage, directly or indirectly, in an Equity Transaction, Borrower shall pay, or cause to be paid, to Lender on account of the Loan the lesser of either (i) the amount of the Net Cash Proceeds received by any of the Emeritus Entities from such Equity Transaction or (ii) all amounts owing with respect to the Loan.

2.7.2.2.   In the event of any sale or refinancing, directly or indirectly, of any of the Sold Properties (not including the Capmark Loan) and/or any interest of any Emeritus Entity in the Sold Properties, Borrower shall pay, or cause to be paid, to Lender on account of the Loan the lesser of either (i) the amount of the Net Cash Proceeds from such sale or refinancing or (ii) all amounts owing with respect to the Loan.

2.7.3.   Amortization .  In addition to the interest payments provided in Section  2.6.2 above, on January 2, 2009, and on the first Business Day of each succeeding calendar month thereafter that precedes the month which includes the Maturity Date, Borrower shall pay to Lender, in partial repayment of the outstanding principal amount under the Loan Documents and the Other Related Documents, the amount of Forty Thousand and No/100 Dollars ($40,000.00).

2.7.4.   Manner and Time of Payment .  All payments of principal, interest and fees hereunder, or under the other Loan Documents or the Other Related Documents,  payable to Lender shall be made, without condition or reservation of right and free of set-off or counterclaim, in U.S. dollars and by wire transfer (pursuant to Lender’s written wire transfer instructions from time to time delivered pursuant to the notice provisions hereof (Lender’s current wire transfer instructions are attached hereto as Exhibit C )) of immediately available funds delivered to Lender not later than 2:00 P.M. (Central Standard Time) on the date due.  Funds received by Lender after that time and date shall be deemed to have been paid on the next succeeding Business Day.

2.7.5.   Payments on Non-Business Days .  Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not a Business Day, payments shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

2.8.   Expenses .  Borrower shall, immediately upon demand, pay or reimburse Lender for all attorneys’ fees and expenses incurred by Lender in any proceedings involving the estate of a decedent, an insolvent or a bankrupt, or in any action, proceeding or dispute of any kind in which Lender, in its capacity as lender hereunder (and not as a landlord under the Master Lease), is made a party, or appears as an intervenor or party plaintiff or defendant, affecting or relating to this Agreement or any of the other Loan Documents and the Other Related Documents, any Emeritus Entity, or any of the Properties, including, without limitation, the foreclosure of any of the Collateral Documents, any condemnation action involving any of the Properties, or any action to protect Lender’s interest in any of the Properties, and any such amounts paid by Lender and not paid or reimbursed by Borrower as determined by Lender in its sole discretion, within ten (10) days after Lender’s demand therefor shall be added to the indebtedness evidenced by the Note, secured by the lien of the Collateral Documents, and shall be due and payable upon demand.  Borrower shall pay promptly to or as directed by Lender, after a request therefor by Lender, all out-of-pocket expenses, charges, costs and fees relating to the cost of reviews and inspections of the Fee Properties and reviews of environmental or title reports or materials related thereto, and all out-of-pocket expenses, charges, costs and fees of or relating to the Loan, including, without limitation, all escrow and recording fees and charges, title insurance premiums, transfer, documentary stamp and/or other forms of mortgage taxes, legal fees and expenses of outside counsel for Lender and any third-party engaged by Lender’s outside counsel on behalf of Lender, and third-party insurance consultant fees, and any such amounts paid by Lender and not paid or reimbursed by Borrower within ten (10) days after Lender’s demand therefor shall be added to the indebtedness evidenced by the Note, as determined by Lender in its sole and absolute discretion, secured by the Collateral Documents, and shall be due and payable upon demand.  The foregoing shall not require Borrower to pay any charges or expenses which Master Landlord is otherwise obligated to pay under the Master Lease or Lender is otherwise obligated to pay under the Purchase Contracts.

3.   DISBURSEMENT .

3.1.   Loan Opening and Disbursements of Loan Proceeds .  At such time as all of the terms and conditions set forth in Section 3.2 have been satisfied by Borrower and Borrower has executed and delivered or caused to be executed and delivered to Lender each of the Loan Documents and the Other Related Documents in form and substance satisfactory to Lender, in its sole and absolute discretion, Lender shall disburse to Borrower an amount equal to the Loan Amount (the “ Opening Disbursement ”).  In the event Borrower fails to satisfy such disbursement conditions, Borrower nevertheless shall pay all costs and expenses incurred by Lender in connection with the transactions contemplated herein promptly upon receipt of an invoice therefor from Lender (and, if appropriate, any Affiliate of Lender).

3.2.   Conditions Precedent to Opening Disbursement .  In addition to the Loan Documents and the Other Related Documents, and in conjunction with and as additional (but independent) supporting evidence for certain of the covenants, representations and warranties

made by Borrower herein, prior to and as a condition of the Opening Disbursement, Borrower shall deliver or cause to be delivered to Lender each of the following, each of which shall be in form and substance satisfactory to Lender, in its sole and absolute discretion:

3.2.1.   Title Insurance .

3.2.1.1.   Title Insurance Policies (Leasehold) .  Concurrently with the recording of each of the Mortgages (other than the Florida Mortgage), the Title Insurance Policies (Leasehold) issued by the Title Company with respect to each of the Leasehold Properties (other than the Leasehold Properties located in Florida), with a tie-in endorsement acceptable to Lender in its sole and absolute discretion, insuring, in an amount equal to the Loan Amount, as of the date of the Opening Disbursement, each such Mortgage to be a valid first and prior lien on the leasehold interest of each Leasehold Borrower under the Master Lease, subject only to the Permitted Exceptions, and, concurrently with the recording of the Florida Mortgage, the Title Insurance Policies (Leasehold) issued by the Title Company with respect to each of the Leasehold Properties located in Florida, with a tie-in endorsement acceptable to Lender in its sole and absolute discretion, insuring, in an amount equal to the Loan Amount, as of the date of the Opening Disbursement, the Florida Mortgage to be a valid first and prior lien on the leasehold interest of each Leasehold Borrower under the Master Lease, subject only to the Permitted Exceptions.

3.2.1.2.   Title Insurance Policies (Eagle 9) .  Concurrently with the execution and delivery of the Pledge Agreement, and the recording of the corresponding UCC Financing Statements, the Title Insurance Policies (Eagle 9) issued by the Title Company with respect to each Fee Owner (and Fee Property), insuring, in an amount equal to the Loan Amount, as of the date of the Opening Disbursement, the Pledge Agreement and corresponding UCC Financing Statements to be a valid first and prior lien on the membership interests of each Fee Owner, subject only to the Permitted Exceptions.

3.2.2.   Intentionally Omitted .  

3.2.3.   Insurance .  Evidence of the insurance described in Section  4 .

3.2.4.   Searches .  Such UCC searches on each Borrower Party, and any other owner of the Collateral (including the Fee Owners directly) pertaining to the jurisdictions (i) in which the owner of the Collateral is organized, and (ii) in which the Collateral is located as determined pursuant to Article 9 of the UCC.

3.2.5.   Opinions .  An opinion of counsel of Borrower reasonably satisfactory to Lender, dated on or about the date of the Opening Disbursement and relating to such customary matters with respect to the Loan Documents and the Other Related Documents, the Loan, the Properties and otherwise with respect to the transaction contemplated hereby as Lender may reasonably request.

3.2.6.   Organization, Authorization and Good Standing .  Such evidence of the due authorization, good standing and qualification to do business, of the Borrower Parties as

Lender may reasonably request and certified copies of the Organizational Documents of each Borrower Party.

3.2.7.   Master Lease Guaranty from SSL .  An executed original of the Master Lease Guaranty of even date herewith from SSL.

3.2.8.   Intentionally Omitted .

3.2.9.   Lender Consents .  Delivery of written consents from any mortgage lender with a lien on Brighton and/or Golden Pond (including, without limitation, Capmark), and from any other lenders having consent rights as to any of the Collateral Documents, consenting to Lender’s security and collateral interests and Lender’s other rights under the Collateral Documents, in form and substance satisfactory to Lender, as determined in its reasonable discretion.

3.2.10.   USA Patriot Act . Such information on the principals of the Borrower Parties as Lender reasonably believes is prudent to ensure compliance with the USA Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001).  Lender hereby notifies Borrower that, pursuant to the requirements of the Act, it is required to obtain, verify and record the name and address of Borrower and other information that will allow Lender to identify Borrower in accordance with the Act.

3.3.   Disbursements Evidenced by the Note .  All amounts disbursed by Lender hereunder, together with interest thereon, shall be evidenced by the Note and secured by the Collateral Documents.

4.   INSURANCE .

4.1.   Types of Policies .  Subject to Section 4.6 below, Borrower, at its sole cost and expense, shall insure or cause to be insured and keep insured each Fee Property against such perils and hazards, and in such amounts and with such limits, as Lender may from time to time deem (i) commercially reasonable (in light of such factors, including, without limitation, the availability and cost of particular types and amounts of coverages, as Lender, in its sole discretion, deems appropriate) and/or (ii) consistent with the insurance coverages that are maintained by owners of properties similar to the Fee Properties, and, in any event, including, without limitation, the following coverages with respect to each of the Fee Properties (where references are made to “the Property” in this Section 4 they are intended to refer to each and every Fee Property):

4.1.1.   All Risk .  Insurance against loss to the Property which, during any construction, shall be on an “All Risk” perils “Builders’ Risk,” monthly reporting or non-reporting “Completed Value” form and, after completion of construction, shall be on an “All Risk” policy form covering, in each case, insurance risks of all physical loss “Causes of Loss - Special Form,” including theft, terrorism, and insurance against such other risks as Lender may reasonably require.  Such policies shall be in amounts equal to the full replacement cost of the Property (including the related Improvements and, specifically, Fee Owner’s interest in any leasehold improvements).

4.1.2.   Flood .  If any Property is now, or at any time while any obligation of Borrower hereunder remains outstanding shall be, situated in any area which an appropriate governmental authority designates as a Special Flood Hazard Area, insurance against loss or damage by flood or mud slide in compliance with the Flood Disaster Protection Act of 1973, as amended from time to time, in amounts reasonably acceptable to Lender.

4.1.3.   Public Liability .  Commercial general public liability insurance against death, bodily injury and property damage arising in connection with the Property with limits of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence with not less than a Three Million and No/100 Dollars ($3,000,000.00) general aggregate limit and with the applicable limits applying on a “ per location ” basis.  Such policy shall be written on a claims made form and shall list the respective Borrower Parties as the named insured, shall designate thereon the location of the Property and shall have such limits and deductibles as Lender may reasonably require.

4.1.4.   Contractor’s Insurance .  During the entire period of material renovation and construction of any of the Improvements on the Property, Borrower shall cause to be furnished to Lender certificates from the insurance carrier for the respective Project contractor evidencing worker’s compensation, employers’ liability, commercial auto liability, excess umbrella liability coverage and commercial general liability insurance (including contractual liability and completed operations coverage) written on an occurrence form, with such general liability insurance limits as Lender may reasonably require.

4.2.   Policy Requirements .  All insurance shall be carried in companies acceptable to Lender and all policies shall name Lender as an additional insured on a primary and non-contributory basis,   mortgagee and loss payee.  Furthermore, all insurance shall be in form and content reasonably acceptable to Lender, provide thirty (30) days’ advance written notice to Lender before any cancellation, adverse material modification or notice of non-payment and, to the extent limits are not otherwise specified herein, contain deductibles which are in amounts acceptable to Lender.  All physical damage policies and renewals shall contain a standard mortgage clause naming Lender as mortgagee, which clause shall expressly state that any breach of any condition or warranty by any applicable Borrower shall not prejudice the rights of Lender under such insurance, as well as a loss payable clause in favor of Lender for personal property, contents, inventory and equipment.  Except for Master Landlord, no additional parties shall appear in the mortgage or loss payable clause with respect to any Property without Lender’s prior written consent.  All evidence of insurance shall reference the specific projects being covered by name and address and shall otherwise be in form and substance reasonably acceptable to Lender.  All deductibles shall be in amounts reasonably acceptable to Lender.

4.3.   Notice; Evidence of Renewal .  Any notice pertaining to insurance and required pursuant to this Section shall be given in the manner provided in Section 10.8 and at any additional address of which Lender gives Borrower prior written notice.  Borrower shall use commercially reasonable efforts to deliver to Lender evidence of renewal satisfactory to Lender at least ten (10) days before the expiration date of existing policies or any prior renewal thereof.  If Lender has not received satisfactory evidence of such renewal or substitute insurance as of ten (10) days before such expiration date, Lender shall have the right, but not the obligation, to purchase such insurance upon three (3) days’ prior notice to Borrower (if such notice is given by

Lender more than five (5) days in advance of such expiration date), unless Borrower has provided such satisfactory evidence to Lender prior to the expiration of such three (3) day period, or with no notice to Borrower at any time three (3) days or less prior to such expiration date, unless Borrower has provided such satisfactory evidence to Lender prior to Lender’s aforesaid purchase of insurance.  Any amounts so disbursed by Lender pursuant to this Section shall be a part of the Loan and shall bear interest at the Default Rate.  Nothing contained in this Section   shall require Lender to incur any expense or take any action hereunder, and inaction by Lender shall never be considered a waiver of any right accruing to Lender on account of this Section 4 .

4.4.   Separate Insurance .  Borrower shall not carry any separate insurance on the Property concurrent in kind or form with any insurance required hereunder or contributing in the event of loss without Lender’s prior written consent and, in the event Lender grants its consent, any such policy shall nevertheless have attached thereto a standard non-contributing mortgagee clause, with loss payable to Lender, and shall otherwise meet all other requirements set forth in this Section.

4.5.   Leasehold Properties .  Notwithstanding anything contained herein which may be construed to the contrary, the Leasehold Properties shall be insured pursuant to the requirements set forth in the Master Lease so long as all or any portion of the Loan remains outstanding, except that, in addition to complying with such requirements, Borrower shall cause Lender, in its capacity as lender under