SECURED PROMISSORY NOTE

$10,000,000.00 December 19, 2008

 Chicago, Illinois

FOR VALUE RECEIVED , the undersigned, EMERITUS CORPORATION, a Washington corporation; SUMMERVILLE SENIOR LIVING, INC., a Delaware corporation; SW ASSISTED LIVING, LLC, a Delaware limited liability company; SUMMERVILLE AT HERITAGE PLACE, LLC, a Delaware limited liability company; SUMMERVILLE AT BARRINGTON COURT LLC, a Delaware limited liability company; SUMMERVILLE AT ROSEVILLE GARDENS LLC, a Delaware limited liability company; SUMMERVILLE 5 LLC, a Delaware limited liability company; SUMMERVILLE 14 LLC, a Delaware limited liability company; SUMMERVILLE 15 LLC, a Delaware limited liability company; SUMMERVILLE 16 LLC, a Delaware limited liability company; and SUMMERVILLE 17 LLC, a Delaware limited liability company (on a joint and several basis, collectively “ Borrower ” or individually each a “ Borrower ” as the context may require, as determined by Lender), promise to pay to the order of VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership, or the holder hereof from time to time (“ Lender ”), at such place as may be designated in writing by Lender, the principal sum of TEN MILLION AND NO/100THS DOLLARS ($10,000,000.00), with interest thereon as hereinafter provided.  This note (as amended, supplemented, restated or replaced from time to time, this “ Note ”) is issued pursuant to the terms of a Loan Agreement of even date herewith by and between Borrower and Lender (said Loan Agreement, as same may be amended, restated or modified from time to time, is referred to hereinafter as the “ Loan Agreement ”).  All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Loan Agreement.  NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR IN THE LOAN AGREEMENT WHICH MIGHT BE CONSTRUED TO THE CONTRARY, BORROWER ACKNOWLEDGES AND AGREES THAT LENDER IS UNDER NO OBLIGATION TO MAKE ANY ADDITIONAL ADVANCES HEREUNDER FOLLOWING THE INITIAL ADVANCE.

Interest shall accrue on all sums as advanced and outstanding from time to time under this Note and Loan Agreement as set forth in the Loan Agreement, and such interest shall be due and payable as set forth in the Loan Agreement. All sums owing hereunder are payable in lawful money of the United States of America, in immediately available funds.

The outstanding principal balance of this Note, together with all accrued and unpaid interest, shall be due and payable on the Maturity Date.  Additional principal payments shall be made in accordance with the provisions of the Loan Agreement.

This Note is issued pursuant to the terms of a Loan Agreement and is secured by and entitled to the benefits of, among other things, the Collateral Documents.  In case an Event of  Default (as defined under any of the Loan Agreement, the Collateral Documents, or any other Loan Document or Other Related Document) shall occur and be continuing (any of the foregoing being an “ Event of Default ” hereunder), the principal of this Note together with all accrued interest thereon may, at the option of the holder hereof, immediately become due and payable on demand; provided, however, that if any document related to this Note provides for automatic

acceleration of payment of sums owing hereunder, all sums owing hereunder shall be automatically due and payable in accordance with the terms of that document.

Unless otherwise provided in the Loan Agreement, all payments on account of the indebtedness evidenced by this Note shall be first applied to the payment of costs and expenses of Lender which are due and payable pursuant to the Loan Agreement or any other Loan Document or Other Related Document, then to past-due interest on the unpaid principal balance and the remainder to principal.

This Note may be prepaid upon those terms and conditions set forth in the Loan Agreement.

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 this Note at the Default Rate from and after the date when the payment was due.

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 this Note at the Default Rate from and after the date when the payment was due.

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