PURCHASE AND SALE AGREEMENT by and among US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation, SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation and CNL INCOME PARTNERS, LP, a Delaware limited partnership and CC3 ACQUISITION, LLC, a Delaware limited liability company December 8, 2010 TABLE OF CONTENTS

FACILITY LESSEE

FACILITY LESSORS

LEASE DOCUMENTS

FACILITIES

Sunrise Third (Pool I), LP, a California limited partnership

Sunrise Third Alta Loma SL, LP, a California limited partnership

Sunrise Third Claremont SL, LP, a California limited partnership

Sunrise Third Tustin SL, LP, a California limited partnership

Canoga Park Assisted Living, L.L.C., a Delaware limited liability company

Master Lease Financing Facility Agreement dated as of June 30, 2003 by and among Sunrise Third Alta Loma SL, LP, Sunrise Third Claremont SL, LP and Sunrise Third Tustin SL, LP, as Lessors, AL Funding III, Inc., as Agent, and Sunrise Third (Pool I) LP, as Master Lessee, as amended by that certain First Master Amendment to Lease Documents (Pool I- LP), dated February 20, 2004, adding Canoga Park Assisted Living, L.L.C. as a party to the Pool I LP Master Lease , Pool I LP Call Option Letter, Pool I LP Put Option Letter and Pool I LP Tax Matters Agreement.

Call Option Letter dated June 30, 2003 for Sunrise Third (Pool I), LP

Put Option Letter dated June 30, 2003 for Sunrise Third (Pool I), LP

Supplemental Agreement dated June 30, 2003 for Sunrise Third (Pool I), LP

Tax Matters Agreement dated June 30, 2003 for Sunrise Third (Pool I), LP

Sunrise Senior Living of Alta Loma

Sunrise Senior Living of Claremont

Sunrise Senior Living of Tustin

Sunrise Senior Living of West Hills

Sunrise Third (Pool I), LLC, a Delaware limited liability company

Sunrise Chesterfield Assisted Living, L.L.C., a Missouri limited liability company

Sunrise Third Crystal Lake SL, LLC, an Illinois limited liability company

East Meadow A.L., LLC, a Delaware limited liability company

Sunrise Third

Master Lease Financing Facility Agreement dated as of June 30, 2003 by and among Sunrise Chesterfield Assisted Living, L.L.C., Sunrise Third Crystal Lake SL, LLC, Sunrise Third Edgewater SL, LLC, Sunrise Flossmoor Assisted Living, L.L.C., Sunrise Gahanna Assisted Living, L.L.C., Sunrise Third Gurnee SL, LLC, Sunrise Third Holbrook SL, LLC, Sunrise Village House, LLC and Sunrise Weston Assisted Living, LP, as Lessors, AL Funding III, Inc., as Agent, and Sunrise Third (Pool I) LLC, as Master Lessee, as amended by that certain First Master

Sunrise Senior Living of Chesterfield

Sunrise Senior Living of Crystal Lake

Sunrise Senior Living of East Meadow

Sunrise Senior Living of Edgewater

EX-10.1 2 d225745dex101.htm PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

by and among

US ASSISTED LIVING FACILITIES III, INC.,

a Delaware corporation,

SUNRISE SENIOR LIVING INVESTMENTS, INC.,

a Virginia corporation

and

CNL INCOME PARTNERS, LP,

a Delaware limited partnership

and

CC3 ACQUISITION, LLC,

a Delaware limited liability company

December 8, 2010

TABLE OF CONTENTS


Article I. INTERPRETATION		2
Section 1.01	Defined Terms	2
Section 1.02	Additional Defined Terms	7
Section 1.03	Exhibits	9

Article II. AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST		9
Section 2.01	Sale of Seller’s Interest	9
Section 2.02	Owned Assets	10
Section 2.03	Distribution of Certain Cash	12
Section 2.04	Down Payment	12

Article III. DUE DILIGENCE		13
Section 3.01	Investigation of Facilities	13
Section 3.02	Title.	14
Section 3.03	Satisfaction of Conditions Precedent; Extension of Closing Date	15

Article IV. REPRESENTATIONS AND WARRANTIES OF NEW INVESTOR		16
Section 4.01	Organization, Good Standing and Entity Authority	16
Section 4.02	Authorization and Binding Effect of Documents	16
Section 4.03	ERISA	17
Section 4.04	Absence of Conflicts	17
Section 4.05	Consents	17
Section 4.06	Broker’s or Finder’s Fees	17
Section 4.07	No Judgments	17
Section 4.08	No Insolvency	18
Section 4.09	Specially Designated National or Blocked Person	18
Section 4.10	New Investor Financials	18

Article V. REPRESENTATIONS AND WARRANTIES OF PURCHASER		18
Section 5.01	Organization, Good Standing and Entity Authority	18
Section 5.02	Authorization and Binding Effect of Documents	19
Section 5.03	ERISA	19
Section 5.04	Absence of Conflicts	19
Section 5.05	Consents	19
Section 5.06	Broker’s or Finder’s Fees	20
Section 5.07	No Judgments	20
Section 5.08	No Insolvency	20
Section 5.09	Specially Designated National or Blocked Person	20

Article VI. REPRESENTATIONS AND WARRANTIES OF SELLER		21
Section 6.01	Organization and Good Standing and Entity Authorization	21
Section 6.02	Authorization and Binding Effect of Documents	21
Section 6.03	Absence of Conflicts	21
Section 6.04	Consents and Approvals	22


Section 6.05	Broker’s or Finder’s Fees	22
Section 6.06	Ownership of Seller’s Interest	22
Section 6.07	ERISA	22
Section 6.08	No Judgments	23
Section 6.09	No Insolvency	23
Section 6.10	FIRPTA	23
Section 6.11	Specially Designated National or Blocked Person	23
Section 6.12	Financial Statements	23

Article VII. REPRESENTATIONS AND WARRANTIES OF SSLII		24
Section 7.01	Organization, Good Standing, Entity Authority and Qualification	24
Section 7.02	Authorization and Binding Effect of Documents	24
Section 7.03	Absence of Conflicts	24
Section 7.04	Consents	24
Section 7.05	Broker’s or Finder’s Fees	25
Section 7.06	Ownership of SSLII’s Interest	25
Section 7.07	ERISA	25
Section 7.08	No Judgments	25
Section 7.09	No Governmental Approvals	25
Section 7.10	No Insolvency	26
Section 7.11	Ownership and Control of Purchaser	26

Article VIII. BUSINESS REPRESENTATIONS		26
Section 8.01	Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes	26
Section 8.02	Books and Records; Internal Controls	28
Section 8.03	Obligations	28
Section 8.04	Medicare; Medicaid	28
Section 8.05	No Possessory Rights	28
Section 8.06	Employees	29
Section 8.07	Licenses	29
Section 8.08	Litigation	29
Section 8.09	Environmental Matters	29
Section 8.10	Facility Leases	30
Section 8.11	Compliance with Laws	30
Section 8.12	Residence Agreements	30
Section 8.13	Taxes	30
Section 8.14	Personal Property	30
Section 8.15	Title	30
Section 8.16	Real Property Ground Leases	31
Section 8.17	Contracts	31
Section 8.18	Insurance	31
Section 8.19	Ownership of Facility Lessees	31

Article IX. COVENANTS		32
Section 9.01	Publicity	32


Section 9.02	Commercially Reasonable Efforts	32
Section 9.03	No Recordation	33
Section 9.04	Licenses	33
Section 9.05	Casualty	33
Section 9.06	Condemnation	34
Section 9.07	Operation of Business:	34
Section 9.08	Acquisition of Facility Owners	34

Article X. CONDITIONS PRECEDENT TO THE OBLIGATION OF NEW INVESTOR, SSLII AND SELLER TO CLOSE		34
Section 10.01	Conditions to New Investor’s Obligation to Close	34
Section 10.02	Conditions to Seller’s Obligation to Close	35
Section 10.03	Conditions to SSLII’s Obligation to Close	35

Article XI. CLOSING		36
Section 11.01	Time and Place	36
Section 11.02	Delivery of Documents at Closing	36
Section 11.03	Closing Costs	39

Article XII. INDEMNITY; DEFAULT; DAMAGES		39
Section 12.01	Survival	39
Section 12.02	New Investor’s, SSLII’s and Purchaser’s Remedies for Seller’s Defaults	40
Section 12.03	Seller’s Remedies for New Investor’s Defaults	40
Section 12.04	Seller’s Remedies for SSLII’s and Purchaser’s Defaults	40
Section 12.05	New Investor’s Remedies for SSLII’s or Purchaser’s Defaults	41
Section 12.06	SSLII’s and Purchaser’s Remedies for New Investor’s Defaults	41
Section 12.07	Limitation on Liability for Business Representations	42
Section 12.08	Seller not Liable for Representations of Other Parties	42
Section 12.09	Indemnification by New Investor	42
Section 12.10	Indemnification by Arcapita Bank and Seller	42
Section 12.11	Indemnification by SSLII	42
Section 12.12	Indemnification by Purchaser and SSLII	43
Section 12.13	Indemnification by Purchaser, SSLII and New Investor	43
Section 12.14	Administration of Indemnification	43
Section 12.15	Exclusivity	44

Article XIII. DOWN PAYMENT AND ESCROW		44
Section 13.01	Investment of Down Payment	44
Section 13.02	Disbursement of Down Payment	44
Section 13.03	Disputes	46
Section 13.04	Compensation	46
Section 13.05	Liability of Escrow Agent	46

Article XIV. MISCELLANEOUS		47
Section 14.01	Further Actions	47
Section 14.02	Consents under Old Venture Agreement	47
Section 14.03	Notices	47

iii


Section 14.04	Entire Agreement	48
Section 14.05	Not Construed Against Drafter	48
Section 14.06	Binding Effect; Benefits	49
Section 14.07	Assignment	49
Section 14.08	Governing Law	49
Section 14.09	Amendments and Waivers	49
Section 14.10	Severability	49
Section 14.11	Headings	49
Section 14.12	Counterparts	49
Section 14.13	References	50
Section 14.14	Exhibits	50
Section 14.15	Attorneys’ Fees	50
Section 14.16	Waiver of Jury Trial	50
Section 14.17	Facsimile and PDF Signatures	50

EXHIBITS

A	Facilities; Facility Owners; Facility Lessees

B.	Facility Leases

C.	Form of Assignment and Assumption of Interest Agreement

D.	Disclosure Statement

Rent Roll

F.	Non-Foreign Status Affidavit

G.	Form of Mutual Release

H.	New Investor’s Access Schedule

I	Seller’s Non-Imputation Affidavit

PURCHASE AND SALE AGREEMENT

(Sale of Interests in Sunrise Third Senior Living Holdings, LLC)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of the 8^th day of December, 2010, by and among US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation (“Seller”), CC3 ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”), SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“SSLII”) and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“New Investor”). Certain capitalized terms used herein are defined in Section 1.01.

RECITALS:

A. Seller and SSLII are the sole members of Sunrise Third Senior Living Holdings, LLC (“Old Venture”), in which Seller owns a ninety percent (90%) membership interest and SSLII owns a ten percent (10%) membership interest and is the managing member. Seller’s interest in Old Venture is referred to herein as “Seller’s Interest” and SSLII’s interest in Old Venture is referred to herein as “SSLII’s Interest.”

B. Old Venture is governed by that certain Amended and Restated Operating Agreement, dated as of September 23, 2003 (as amended, the “Old Venture Agreement”).

C. Through the Facility Lessees (as defined in Section 1.01 below) Old Venture owns the leasehold interests in each of the twenty-nine (29) senior living facilities described in Exhibit A (the “Facilities”) pursuant to the Facility Leases (as defined in Section 1.01 below).

D. Each Facility is owned or ground leased by the entity listed across from such Facility’s name on Exhibit A (the “Facility Owners” and each a “Facility Owner”).

E. SSLII and AL Funding III, Inc. (“ALF”) are the sole members of the Facility Owners designated on Exhibit A as the “List A Facility Owners,” in which SSLII owns a 0.01% interest (the “List A MM Interest”) and ALF owns a 99.99% interest (the “List A ALF Interest”).

F. ALF is the sole member and owner of 100% of the interests (the “List B ALF Interest”) of the Facility Owners designated on Exhibit A as the “List B Facility Owners.”

G. ALF and ALF Subfunding III, LLC (“ALF Sub”) are the sole partners of the Facility Owners designated on Exhibit A as the “List C Facility Owners,” in which ALF Sub owns a 1% interest (the “List C GP Interest”) and ALF owns a 99% interest (the “List C ALF Interest”).

H. GSS Contract Services III, Inc. (“GSS”) is the sole shareholder of ALF.

I. Pursuant to a separate management agreement and related documents for each Facility, each of the Facilities is managed by Sunrise Senior Living Management, Inc., an Affiliate of SSLII (“Manager”).

J. At Closing, Purchaser intends to purchase Seller’s Interest and Seller has agreed to sell Seller’s Interest to Purchaser pursuant to the terms and conditions set forth herein, and upon receipt of the Purchase Price, Seller has agreed to withdraw from Old Venture pursuant to the terms and conditions set forth herein.

K. At Closing, Seller and SSLII intend to cause ALF to sell the List A ALF Interest, the List B ALF Interest and the List C ALF Interest to Purchaser, and Purchaser intends to acquire the List A ALF Interest, the List B ALF Interest and the List C ALF Interest from ALF (the “ALF Interest Sales”).

L. At Closing, Purchaser intends to form a new Delaware limited liability company wholly owned by Purchaser ( “List C GP”), and Seller and SSLII intend to cause ALF Sub to sell the List C GP Interest to List C GP, and Purchaser intends to cause List C GP to acquire the List C GP Interest (the “ALF Sub Interest Sale” and together with the ALF Interest Sales, the “ALF Sales”), such ALF Sales to be consummated for consideration of equal to the ALF Sales Purchase Price.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

INTERPRETATION

Section 1.01 Defined Terms. As used herein, the following terms shall have the meanings indicated:

Affiliate: With respect to any specified Person that is not an individual, another Person which, directly or indirectly, controls, is controlled by, or is under common control with, the specified Person; provided, however, the Old Venture shall not be considered to be an Affiliate of Seller.

ALF Sales Purchase Price. An amount equal to Three Thousand and No/100 Dollars ($3,000.00).

Assignment and Assumption of Interest Agreement: Assignment and Assumption Agreement substantially in the form of Exhibit C.

Business Day: Any day, other than a Saturday, a Sunday or a day on which banks in New York City are required or authorized to close.

Charter Documents: (i) with respect to any Person which is a corporation, the certificate of incorporation an bylaws of such Person, (ii) with respect to any Person which is a limited liability company, the certificate of formation and operating or limited liability company agreement of such Person, and (iii) with respect to any Person which is a limited partnership, the certificate of limited partnership and partnership agreement of such Person.

Code: The United States Internal Revenue Code of 1986, as amended.

Contract Date: The date of this Agreement, set forth in the introductory paragraph.

Disclosure Statement: The Disclosure Statement prepared by SSLII attached hereto as Exhibit D.

Documents: This Agreement and all Exhibits hereto, and each other agreement, certificate or instrument delivered pursuant to this Agreement.

Down Payment: The sum of Ten Million Dollars ($10,000,000).

Due Diligence Period: A period ending at 5:00pm EST on December 27, 2010, as the same may be extended by the mutual written consent of the parties hereto.

Environmental Claims: All claims for reimbursement, remediation, abatement, removal, clean up, contribution, personal injury, property damage, damage to natural resources or violations of Environmental Laws, made by any Governmental Entity or other Person arising from or in connection with the (i) spill, leak, emission, discharge or release of any Hazardous Materials over, on, in, under or from the Real Property, or (ii) violation of any Environmental Laws with respect to the Real Property.

Environmental Laws: Any federal, state or local law, statute, rule, regulation, order, ordinance, decree, injunction, judgment, governmental restriction or any other requirement of law (including common law) regulating Hazardous Materials or relating to the protection of human health and safety from Hazardous Materials or relating to the protection of natural resources or the environment and applicable to the Owned Assets.

Environmental Liabilities: All Liabilities under any Environmental Laws arising from or in connection with the Real Property, including, without limitation, any obligations to manage, control, contain, remove, remedy, respond to, clean up or abate any spill, leak, emission, discharge or release of any Hazardous Materials, pollution, contamination or radiation into any water, soil, sediment, air or other environmental media.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Escrow Agent: Fidelity National Title Insurance Company, New York Office.

Existing Owner Financing: The existing mortgage financing obtained by the Facility Owners with respect to the Facilities.

Facility Leases: Collectively, the following documents between each Facility Lessee and each Facility Owner: (i) the Master Lease Financing Facility Agreement, (ii) the Put Option Letter, (iii) the Call Option Letter, (iv) the Supplemental Agreement, and (v) the Tax Matters Agreement. The Facility Leases are more particularly described on Exhibit B.

Facility Lessee(s): Individually, the lessee of a Facility, and collectively the lessees of the Facilities, more specifically identified as the following five Delaware limited liability companies and the following two California limited partnerships: (i) Sunrise Third

(Pool I), LLC; (ii) Sunrise Third (Pool II), LLC; (iii) Sunrise Third (Pool III), LLC; (iv) Sunrise Third (Pool IV), LLC; (v) Sunrise Third (Pool V), LLC; Sunrise Third (Pool I), LP; and Sunrise Third (Pool IV), LP.

GAAP: United States generally accepted accounting principles, consistently applied.

Governmental Entity: Any governmental authority, agency, commission, board or public authority.

Hazardous Materials: Any material that: (i) is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls, petroleum or petroleum products, radon gas, or microbiological contamination, (ii) the presence of which in the environment requires remediation or abatement pursuant to any Environmental Law, or is defined, listed or identified pursuant to any Environmental Law as a “hazardous waste,” “hazardous substance,” “toxic substance” or words of similar import, or (iii) is regulated under any Environmental Law; provided, however, that Hazardous Material shall not include (a) cleaning material, pre-packaged supplies, and petroleum products customarily used in the operation and maintenance of comparable properties, (b) cleaning materials, personal grooming items, and other items sold in pre-packaged containers for consumer use and used by tenants and residents in the Facilities, (c) any pharmaceuticals, vaccines or medical products or devices, or medical waste or biological waste, including those materials defined as “medical waste” or “biological waste” under Environmental Laws, and (d) petroleum products used in the operation and maintenance of motor vehicles from time to time located on the Facilities’ parking areas and equipment, so long as, to the extent required, all applicable Licenses for the use of any of the foregoing have been obtained and are in full force and effect and so long as all the foregoing are used, stored, handled, transported and disposed of, and otherwise managed in quantities and types appropriate for such activities and in compliance with all Environmental Laws.

Healthcare Permits: All licenses, permits, certifications or approvals issued by Governmental Entities necessary for Facility Owners, Facility Lessees and Manager to provide healthcare and other assisted living services to Residents as are provided or offered by Facility Owners, Facility Lessees or Manager as of the Contract Date.

Leased Real Property: The Real Property identified in Exhibit A that is leased by the relevant Facility Owners as ground tenants pursuant to Real Property Ground Leases.

Lease Financing: The aggregate acquisition cost outstanding under the Facility Leases, which is acknowledged to equal the outstanding mortgage financing obtained by the Facility Owners with respect to the Facilities and to have the same payment / amortization schedule and terms.

Liabilities: Liabilities, obligations, commitments or responsibilities of any nature whatsoever, whether direct or indirect, matured or unmatured, fixed or unfixed, known or unknown, accrued, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, Loss, Taxes, damage, deficiency, cost or expense, but excluding,

with respect to the relationships among the parties to this Agreement created hereunder, consequential damages.

Licenses: All certificates, licenses, and permits issued by Governmental Entities in connection with the ownership, leasing, use, occupancy, operation, and maintenance of the Facilities, including the Healthcare Permits.

Lien: Any mortgage, deed of trust, pledge, hypothecation, title defect, right of first refusal, security or other adverse interest, voting trust agreement, community property interest, encumbrance, claim, option, lien, lease or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any assets or property, including any agreement to give or grant any of the foregoing, any conditional sale or other title retention agreement, and the filing of or agreement to give any financing statement with respect to any assets or property under the Uniform Commercial Code or comparable law of any jurisdiction.

Loss: With respect to any Person, any and all costs, obligations, liabilities, demands, claims, settlement payments, awards, judgments, fines, penalties, damages, and reasonable out-of-pocket expenses, including court costs and reasonable attorneys’ fees, whether or not arising out of a third party claim, but excluding consequential damages.

Material Adverse Effect: Any change, event, development or effect that individually or in the aggregate has a material adverse effect on (a) the assets, business, operations, capitalization, financial condition (including Liabilities) or results of operations of Old Venture, the Facilities, the Facility Owners, the Facility Lessees or the Real Property in the aggregate, (b) the ability of the parties to consummate the transactions contemplated by this Agreement or (c) the ability of Purchaser to consummate the transactions contemplated by this Agreement.

Medicaid/Medicare Contracts: Any contracts with any Governmental Entity or other Person, which are necessary for the Facility Owners, Facility Lessees or Manager to be reimbursed, paid or otherwise compensated for the care of elderly, disabled or low income individuals at the Facilities, pursuant to Title XVIII or Title XIX of the Social Security Act, Title 42 United States Code, Chapter 7, as amended from time to time, or any similar state law governing the care of elderly, disabled or low income individuals. For purposes of this definition, the term ‘care’ includes any acute health care, long term care, preventive care or other type of health care, or any goods or services provided in connection with the provision of such care.

Old Venture: As defined in Recital A to this Agreement, it being understood that reference to Old Venture hereunder shall be deemed references to the relationship between Seller and SSLII as established pursuant to the Old Venture Agreement.

Owned Real Property: The Real Property identified in Exhibit A that is owned in fee simple by the relevant Facility Owners.

Permitted Exceptions: (i) The Lien of real estate taxes and assessments and other charges by Governmental Entities that are not yet delinquent, (ii) the rights of Residents under the Residence Agreements, (iii) such matters as are shown on the Pro Forma Title Policies, (iv)

the lien of any equipment lease or financing or purchase money Lien, in each case incurred in the ordinary course of business consistent with past practice, (v) Liens set out in Section 1.01 of the Disclosure Statement and (vi) such other matters as are approved by New Investor in writing (such approval to be deemed given upon completion of the Closing after written disclosure to New Investor of such other matters) or that are permitted pursuant to the terms of this Agreement.

Person: Any individual, partnership, corporation, limited liability company, trust or other legal entity.

Pro-Forma Title Policies: The Pro-Forma Title Policies prepared and delivered by the Escrow Agent to Purchaser and New Investor on or before the expiration of the Due Diligence Period, with respect to the issuance by the Escrow Agent of an owner’s policy of title insurance insuring each Facility Owner’s title to, or leasehold interest in, the Real Property, effective as of the acquisition by Purchaser of the ownership of the ALF Interests as provided herein.

Purchase Price: Two Hundred and Sixty One Million, One Hundred and Eleven Thousand, Seven Hundred and Eighteen and No/100 Dollars ($261,111,718.00), subject to Section 2.01(b).

Real Property: The Owned Real Property and the Leased Real Property consisting of Land and all buildings, structures, fixtures and other improvements located thereon, as more fully described in Exhibit A, including all permits, easements, Licenses, rights-of-way, rights and related appurtenances.

Real Property Ground Leases: The ground leases pursuant to which the relevant Facility Owners own a leasehold interest in and to the Leased Real Property.

Resident: Each individual resident at the Facilities in his/her capacity as such.

Resident Deposits: All deposits or advances of any kind or nature from any Resident.

Resident Pre-paid Rent: All rental amounts paid in advance of the date when such payment is due by any Resident.

Specially Designated National or Blocked Person: (i) A person or entity designated by the U.S. Department of the Treasury’s Office of Foreign Assets Control from time to time as a “specially designated national or blocked person” or similar status, (ii) a person or entity described in Section 1 of U.S. Executive Order 13224, issued on September 23, 2001 (the “Executive Order”), or (iii) a person or entity otherwise identified by Governmental Entity or legal authority as a person with whom a United States Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the internet website address www.ustreas.gov/offices/enforcement/ofac.

SSLI: Sunrise Senior Living, Inc., a Delaware corporation, which is the sole owner of SSLII.

Taxes: All federal, state, local and foreign taxes including, without limitation, income, gains, transfer, unemployment, withholding, payroll, social security, real property, personal property, excise, sales, use and franchise taxes, levies, assessments, imposts, duties, licenses and registration fees and charges of any nature whatsoever, including interest, penalties and additions with respect thereto and any interest in respect of such additions or penalties, but excluding impact fees or other similar exactions levied or payable in connection with the development or operation of any of the Facilities and excluding special assessments.

Tax Return: Any return, filing, report, declaration, questionnaire or other document required to be filed for any period with any taxing authority (whether domestic or foreign) in connection with any Taxes (whether or not payment is required to be made with respect to such document).

Title Commitment: A current commitment for title insurance for each of the Facilities.

Title Policy: An owner’s policy of title insurance insuring each Facility Owner’s title to, or leasehold interest in, the Real Property, effective as of the acquisition by Purchaser of the ownership of the ALF Interests as provided herein.

United States Person: (i) Any individual or business entity, regardless of location, that is a resident of the United States; (ii) any individual or business entity physically located within the United States; (iii) any business entity organized under the laws of the United States or of any state, territory, possession, or district thereof; and (iv) any business entity, wheresoever organized or doing business, which is owned or controlled by an individual or business entity specified in (i) or (iii) above.

Section 1.02 Additional Defined Terms. As used herein, the following terms shall have the meanings defined in the recitals or sections indicated below:


Access Indemnified Parties		Section 3.01(b)

Agreement		Preamble

ALF		Recital E

ALF Interests		Section 9.08(b)

ALF Interest Sales		Recital K

ALF Sales		Recital L

ALF Sub		Recital G

ALF Sub Interest Sale		Recital L

Business Representations		Introductory paragraph to Article VIII

Closing		Section 11.01

Closing Date		Section 3.03

Closing Distribution Period		Section 2.03


Closing Statement		Section 11.02(a)(vi)

Contracts		Section 8.17

Due Diligence Materials		Section 3.01(f)

Enterprise Valuation		Section 2.01(b)

Environmental Reports		Section 8.09

Estoppel Certificates		Section 3.02(a)(ii)

Extended Lease Payment		Section 2.01(b)

Facility Agreements		Section 2.02(c)

Facility/Facilities		Recital C

Facility Leases		Recital C

Facility Owners		Recital D

Failure of Condition Notice		Section 13.02(e)

GSS		Recital H

Improvements		Section 2.02(a)(i)

Indemnified Party		Section 12.12(a)

Indemnifying Party		Section 12.12(a)

Land		Section 2.02(a)(i)

Lease Payment		Section 2.01(b)

List A ALF Interest		Recital E

List A Facility Owners		Recital E

List A MM Interest		Recital E

List B ALF Interest		Recital F

List B Facility Owners		Recital F

List C ALF Interest		Recital G

List C Facility Owners		Recital G

List C GP		Recital L

List C GP Interest		Recital G

Manager		Recital I

Mutual Release		Section 11.02(a)(viii)

New Investor		Preamble

Old Venture		Recital B


Old Venture Agreement		Recital B

Old Venture Financials		Section 8.01(a)

Owned Assets		Section 2.02

Personal Property		Section 2.02(b)(iv)

Property Representation Damage Cap		Section 12.07

Purchase Price		Section 2.01(b)

Purchaser		Preamble

Purchaser Default Notice		Section 13.02(d)

Purchaser’s Objection Notice		Section 13.02(d)

Rent Rolls		Section 8.12

Residence Agreements		Section 2.02(c)

Seller		Preamble

Seller Default Notice		Section 13.02(c)

Seller’s Interest		Recital A

Seller Non-Imputation Affidavit		Section 3.02(a)

Seller’s Failure of Condition Objection Notice		Section 13.02(e)

Seller’s Objection Notice		Section 13.02(c)

SSLII		Preamble

SSLII’s Interest		Recital A

Survey		Section 3.02(a)(i)

Section 1.03 Exhibits. The inclusion of any information on any one exhibit will constitute disclosure of such information for all purposes hereunder, and information need not be repeated on multiple exhibits.

Article II.

AGREEMENT TO SELL AND PURCHASE SELLER’S INTEREST

Section 2.01 Sale of Seller’s Interest.

(a) Upon and subject to the terms and conditions provided herein, at the Closing, Purchaser will pay the Purchase Price as follows: Purchaser shall pay to Seller an amount equal to the Purchase Price less the Down Payment, which shall be credited and paid to Seller pursuant to Article XIII.

(b) Notwithstanding the provisions of Section 2.01(a) above, (i) in the event that the Closing Date occurs on January 3, 2011, then the Purchase Price shall be increased by an

amount equal to seventy-five percent (75%) of the amount of any regularly scheduled payment of the unpaid acquisition cost that was or is due and payable under the Lease Financing (without regard to any grace period or whether such acquisition cost payment is actually made) after December 31, 2010 and on or prior to January 3, 2011 (the “Lease Payment”) and (ii) in the event that the Closing Date is extended pursuant to Section 3.03 below, then the Purchase Price shall be increased by an amount equal to seventy-five percent (75%) of the amount of any regularly scheduled payment of the unpaid acquisition cost that was or is due and payable under the Lease Financing (without regard to any grace period or whether such acquisition cost payment is actually made) after December 31, 2010 and on or prior to the extended Closing Date (the “Extended Lease Payment”). At least five (5) Business Days prior to the Closing Date, SSLII shall deliver to Seller a detailed statement showing the calculation of the Lease Payment or the Extended Lease Payment, as applicable. In the event that Seller does not agree with SSLII’s calculation of the Lease Payment or the Extended Lease- Payment, then the parties shall submit the calculation (and any reasonably required backup documentation) to an independent accounting firm and the parties shall cause such accounting firm to notify the parties hereto of its calculation of the Lease Payment or the Extended Lease Payment, as applicable, within three (3) days of such submission, which calculation shall be binding on the parties. The increase of the Purchase Price required to be made pursuant to this Section does not limit the obligation of SSLII to make the distributions of cash flow and cash specified in Section 2.03.

Section 2.02 Owned Assets. As of the Closing, SSLII shall cause Old Venture to take such steps (and Seller consents to all such steps) as may be necessary so that all tangible and intangible assets, excluding any assets leased or licensed from a third party, used in, and material to, the operation of the Facilities as they are currently being operated by the Facility Owners or the Facility Lessees (as further described below, the “Owned Assets”) will be owned by the Facility Owners, the Facility Lessees or Old Venture (as the case may be) free of all Liens, other than Permitted Exceptions. The Owned Assets include the following:

(a) Real Property.

(i) The Real Property, including, but not limited to, a fee simple or leasehold interest, as applicable, in those certain real properties consisting of land (“Land”) and all buildings, structures, fixtures and other improvements located thereon (“Improvements”), such Land and Improvements being more particularly described in Exhibit A.

(ii) All right, title and interest of the Facility Lessees as landlord (whether named as such therein, or by assignment or otherwise), including, but not limited to, in any leases and subleases (including Residence Agreements), if any, regarding the Real Property now existing or in effect at the Closing, and all amendments, modifications, supplements, renewals and extensions thereof, together with any security deposits made by the lessees or Residents thereunder.

(b) Personal Property.

(i) Any and all furniture, fixtures, furnishings, inventory, machinery and equipment used in connection with the Facilities, and all other personal property used

in connection with the Real Property and located upon the Real Property now or as of the Closing. In no event shall the Personal Property include any property owned by any Resident or Manager, notwithstanding Manager’s use of such property in connection with its management and administration of the Facilities.

(ii) Goodwill and going concern value.

(iii) All existing warranties and guaranties (express or implied) issued to the Facility Owners or the Facility Lessees (or any prior owner or lessee of the Facilities, to the extent Old Venture has an interest therein) in connection with the Improvements or the Personal Property described in paragraph (b)(i) above.

(iv) All petty cash, all unrecognized community fees and all rights to hold Resident Deposits or other tenant security deposits received or held in connection with each Facility.

(v) The tangible and intangible property described in Sections 2.02(b)(i) through 2.02(b)(iv) shall be referred to herein as the “Personal Property.”

(c) Facility Agreements and Residence Agreements. All rights of Facility Owners and the Facility Lessees in, to and under all contracts, leases, subleases, agreements, commitments and other arrangements, and any amendments or modifications thereof, used or useful in the operation of the Facilities as of the date hereof or made or entered into by the Facility Owners, Facility Lessees or Manager between the date hereof and the Closing Date in compliance with this Agreement (the “Facility Agreements”), and all occupancy, residency, tenancy and similar written agreements entered into in the ordinary course of business with Residents, and all amendments, modifications, supplements, renewals, and extensions thereof (“Residence Agreements”).

(d) Records. True and complete copies of all of the books, records, accounts, files, logs, ledgers and journals pertaining to or used in the operation of the Facilities, including, but not limited to, any electronic data stored on computer disks or tapes, and originals of any of the foregoing that relate to the Facilities, together with the basic corporate, partnership or limited liability company documents and records of Old Venture, the Facility Lessees and the Facility Owners.

(e) Licenses. Any and all Licenses now held in the name of SSLII, Manager, Old Venture, the Facility Lessees, the Facility Owners, or any of their Affiliates and used or useful in the operation of the Facilities, and any renewals, extensions, amendments or modifications thereof, except to the extent not transferable or assignable under applicable law.

(f) Miscellaneous Assets. Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.02 and now or hereafter owned by the Facility Owners or Facility Lessees and used in connection with the operation of the Facilities, including, without limitation, any and all rights of the Facility Owners and the Facility Lessees in and to (i) all web sites, URLs, domain names, trade names, trademarks, service marks, logos and all copyrights used exclusively in connection with the Facilities, (ii) phone numbers and phone listings for the Facilities, (iii) all deposits in connection

with any Facility Agreement or utility service, (iv) all deposits, letters of credit and guarantees of future performance from third parties held by the Facility Owners or the Facility Lessees and (v) all software, video tapes, films, brochures, marketing packages and other advertising and promotional materials used solely in connection with the Facilities.

(g) Excluded Assets. At Closing, the following assets shall not be considered Owned Assets: (i) all assets owned solely by Manager, SSLII or SSLI, including, without limitation, all web sites, URLs, domain names, trade names, trademarks, service marks, logos and copyrights, (ii) all assets owned by tenants (other than the Facility Lessees) or licensees and (iii) all assets owned by Residents.

Section 2.03 Distribution of Certain Cash. Notwithstanding anything to the contrary contained herein, the parties acknowledge that (x) prior to Closing, SSLII shall continue to cause Old Venture to make distributions of Net Cash Flow (as defined in the Old Venture Agreement) to Seller in accordance with and subject to the provisions of Section 9.1(a) of the Old Venture Agreement and in accordance with prior practice and (y) at Closing, SSLII shall cause Old Venture to make a distribution of Net Cash Flow to Seller in accordance with the provisions of Section 9.1(a) of the Old Venture Agreement with respect to the period from (a) the last distribution of Net Cash Flow made prior to the Closing Date through (b) the Closing Date, as reasonably estimated by SSLII (the “Closing Distribution Period”). Within sixty (60) days after the Closing Date, SSLII shall deliver to Seller a statement, which shall be subject to the reasonable approval of Seller, showing the actual Net Cash Flow for the Closing Distribution Period and to the extent the calculation of the distribution referenced in the previous sentence was in error, the party in whose favor such error was made (i.e., Seller on the one hand and Purchaser, as successor to the Old Venture, on the other hand) shall pay such difference to the other party promptly (but in no event more than five (5) days) after such statement is provided and approved by Seller in its reasonable discretion, and this sentence shall survive the Closing. All other cash and working capital held by the Old Venture or the Facility Lessees (whether on hand or in bank accounts) shall be retained by the Purchaser, Old Venture and the Facility Lessees as of the Closing Date.

Section 2.04 Down Payment.

(a) Not later than three (3) Business Days after the Contract Date, New Investor and SSLII shall deposit with Escrow Agent the Down Payment. The failure of the Down Payment to be timely deposited in accordance with this Section 2.04(a) shall render this Agreement immediately terminable at any time thereafter by Seller upon written notice to Purchaser and Escrow Agent, unless prior to such termination New Investor and/or SSLII makes the delinquent Down Payment and receives written acceptance thereof from Seller.

(b) If New Investor and SSLII shall have deposited the Down Payment with the Escrow Agent in accordance with Section 2.04(a), then, upon the expiration of the Due Diligence Period the Down Payment shall become non-refundable to New Investor and SSLII, except as otherwise provided herein.

(c) The Down Payment shall be held, invested and, along with all amounts earned thereon, credited and disbursed in accordance with the provisions of Article XIII.

Article III.

DUE DILIGENCE

Section 3.01 Investigation of Facilities. SSLII shall provide New Investor with the following rights of access for purposes of conducting due diligence with respect to the Facilities and Old Venture, and Seller consents to the providing of such access, subject to the terms and conditions of this Section 3.01.

(a) To the extent not already delivered, Seller and/or SSLII shall deliver, or direct Manager to deliver, to New Investor accurate and complete copies of all due diligence materials reasonably requested by New Investor that are in Seller’s SSLII’s, Old Venture’s or Manager’s possession or under SSLII’s Old Venture’s or Manager’s direct or indirect control, it being understood that delivery of all due diligence materials relating to the Facilities, their assets, their management, financial performance and operations, shall be the responsibility of SSLII and not Seller.

(b) Subject to the rights of the Residents under the Residence Agreements, New Investor, and its agents, contractors and representatives, shall have the right to enter onto the Facilities prior to Closing for purposes of conducting property surveys, environmental studies, engineering tests and such similar property-related tests, studies and/or investigations as New Investor deems necessary or desirable to evaluate the Facilities. All such tests, studies and investigations shall be conducted at New Investor’s sole risk and expense. New Investor shall give Seller and SSLII reasonable prior notice of New Investor’s entry onto the Facilities for purposes of conducting such tests, studies and investigations, and Manager (and if requested by Seller, the representatives of Seller, but only provided that Seller shall make such representatives available at such times as requested by New Investor) shall have the right to accompany New Investor or its agents, employees, contractors and representatives during any such tests, studies and investigations. New Investor hereby gives Seller and SSLII notice that it, or its agents, employees, contractors and representatives, intend to enter onto the Facilities on the dates and for the purposes set forth on Exhibit H. In performing its diligence activities, New Investor shall use reasonable efforts to minimize any interference with the activities of Residents and to take such measures as Seller or SSLII may reasonably request in order to minimize, to the extent reasonably practicable, any disruption to the operation of the Facilities and the occupancy of its Residents. New Investor and its agents, contractors and representatives shall not perform any soil, groundwater, or other environmental sampling, drilling, coring or other invasive sampling or testing without Seller’s and SSLII’s consent, which consent shall not be unreasonably withheld. New Investor shall at all relevant times have liability insurance coverages in amounts reasonably acceptable to Seller and SSLII to cover the activities undertaken by New Investor and its agents, employees, contractors and representatives pursuant to this Section 3.01(b). New Investor shall indemnify, defend and hold Seller, Old Venture, Purchaser and Manager and their respective direct and indirect Affiliates (the “Access Indemnified Parties” harmless from and against any Loss, for damage to property and injury to persons, arising out of the entry by New Investor or its agents, employees, contractors or representatives onto the Facilities, and their activities thereon, such indemnification to survive the Closing or termination of this Agreement. Notwithstanding anything to the contrary herein, the Access Indemnified Parties agree that in connection with any loss, liability, damage or claim incurred by the Access Indemnified Parties and for which the Access Indemnified Parties are indemnified hereunder, the Access Indemnified

Parties shall first seek recovery against any insurance provided by New Investor covering such loss, liability, damage or claim before seeking recovery against New Investor; provided that to the extent the Access Indemnified Parties have not made such recovery within ninety (90) days after the occurrence of any such loss, liability, damage or claim, the Access Indemnified Parties may seek recovery against New Investor. New Investor represents and warrants that to its knowledge, as of the date hereof, no event has occurred which could be the basis for a claim under the indemnity contained in this Section 3.01(b).

(c) In the event that New Investor is not satisfied, in its sole and absolute discretion, with the proposed acquisition, ownership, financing or operation of Seller’s Interest by Purchaser, then New Investor shall have the absolute right to terminate this Agreement at any time on or prior to the end of the Due Diligence Period. Such right to terminate shall be exercised by New Investor giving written notice to Seller in accordance with Article XIII, which written notice must be received by Seller prior to the end of the Due Diligence Period.

(d) Upon a termination of this Agreement by New Investor in accordance with Section 3.01(c), New Investor and SSLII shall be entitled to receive a disbursement of the Down Payment in accordance with the provisions hereof, and Seller, SSLII, Purchaser, Old Venture and New Investor shall be released from any and all further liabilities and obligations under this Agreement, except to the extent otherwise expressly provided in this Agreement.

(e) If this Agreement shall not have been terminated in accordance with Section 3.01(c), then this Agreement shall continue in full force in accordance with its terms and the Down Payment shall become non-refundable to New Investor and SSLII, except as may otherwise be provided in this Agreement.

(f) Upon any termination of this Agreement (whether pursuant to this Section 3.01 or otherwise), New Investor shall (i) return all original due diligence materials provided by Manager, SSLII or the Old Venture and destroy all other due diligence materials prepared by New Investor (collectively, the “Due Diligence Materials”), (ii) use its commercially reasonable efforts to cause all persons to whom New Investor has provided any original Due Diligence Materials to return such materials and to destroy all other Due Diligence Materials, and (iii) certify to Manager, SSLII and the Old Venture that, to New Investor’s knowledge, all original Due Diligence Materials have been returned to Manager, SSLII or the Old Venture and all other Due Diligence Materials have been destroyed. The provisions of this Section 3.01(f) shall survive the termination of this Agreement.

Section 3.02 Title.

(a) (i) SSLII, on behalf of Old Venture has delivered to New Investor a Title Commitment and a survey (“Survey”) for each Facility. Purchaser shall pay at Closing the costs of such Title Commitment, each Title Policy, any endorsements to the Title Policies and a Survey for each Facility. Seller shall execute a non-imputation Affidavit in the form attached hereto as Exhibit I (the “Seller Non-Imputation Affidavit”) and SSLII shall cause a non-imputation endorsement to be issued with each Title Policy and shall execute any and all affidavits, indemnification agreements or other agreements necessary and reasonably requested by Escrow Agent for the issuance of said

endorsement, each Title Policy and all other endorsements to each Title Policy, at the time of Closing.

(ii) Within five (5) Business Days after the Contract Date, SSLII shall cause Old Venture to deliver an estoppel certificate to each of the landlords under the Real Property Ground Leases for execution by such landlord, and thereafter SSLII shall cause Old Venture to use commercially reasonable efforts to obtain such executed estoppel certificates from each landlord and to deliver to New Investor and Purchaser the fully executed estoppel certificate by the end of the Due Diligence Period, each in form and substance as expressly provided for in the applicable Real Property Ground Lease, or if no such form is provided for, to contain substantially the following certifications to New Investor and Purchaser (in either case, the “Estoppel Certificates”): (A) the attached ground lease is an accurate and complete copy; (B) rent and other amounts due under said lease have been paid in full as of the date of the Estoppel Certificate; (C) the Facility Owner under the applicable ground lease has fully performed its obligations thereunder and is not in default and no event has occurred, to landlord’s knowledge that, with the lapse of time or otherwise, could be deemed a default under the ground lease; (D) the amount of rent due each month and any security deposit delivered by a Facility Owner; (E) landlord consents, or acknowledges no consent is necessary, to the transfer of ownership of the Facility Owner in accordance with this Agreement and, (i) with respect to the Facility located in Belmont, California, the landlord consents to the Facility Owner and the Facility Lessee entering into a new operating lease and (ii) with respect to the Facility located in East Meadows, New York, the Town of Hempstead Industrial Development Agency, as “lessor” under that certain Lease Agreement dated December 1, 2001, as amended, between the Town of Hempstead Industrial Development Agency and East Meadow A.L., LLC applicable to said Facility, consents to the Facility Owner and the Facility Lessee (or replacement lessee in lieu of the Facility Lessee) entering into a new operating lease; and (F) the Facility Owner has not exercised any right of first refusal or option to purchase the ground lease property.

(iii) Any real estate transfer taxes, fees or similar charges incurred in connection with the transactions contemplated by this Agreement will be paid by Purchaser.

(b) Notwithstanding any other provision of this Section 3.02, Seller shall cause to be released at or prior to Closing all Liens encumbering Seller’s Interest, the ALF Interests and/or List C GP Interest other than, in the case of ALF Interests or the List C GP Interests acquired from SSLII or any of its Affiliates, any Liens in existence at the time such interests were acquired by ALF from SSLII or its Affiliate.

(c) Neither Seller nor SSLII shall cause any change in the status of title to, or the leasehold interest in, the Facilities prior to Closing which would reasonably be anticipated to have a Material Adverse Effect.

Section 3.03 Satisfaction of Conditions Precedent; Extension of Closing Date. Seller, SSLII, New Investor and Purchaser will endeavor diligently and in good faith to satisfy as promptly as practical all conditions precedent set forth in this Agreement to the respective

obligations of Seller, SSLII, New Investor and Purchaser hereunder. The Closing shall take place, as provided in Section 11.01, on or before January 3, 2011 (such date, the “Closing Date”); provided that, so long as none of Purchaser, SSLII or New Investor is in default under any material terms of this Agreement, then Purchaser, SSLII and New Investor, acting together, shall be permitted to extend the Closing Date until January 31, 2011, exercisable by (i) delivering written notice to Seller no later than 5 days prior to the scheduled Closing Date, and the Closing Date specified in such notice shall be the Closing Date hereunder and (ii) causing Old Venture to make a non-refundable payment (the “Extension Payment”) to Seller and SSLII (in accordance with Seller’s Interest and SSLII’s Interest in Old Venture) on or prior to January 3, 2011 in the amount of Two Million, Two Hundred Twenty-Two Thousand Two Hundred Twenty-Two Dollars ($2,222,222.00), which amount shall be funded from cash held by the Old Venture. If all conditions precedent have not been satisfied or waived on or prior to the Closing Date, then the party in whose favor such condition precedent runs may terminate this Agreement and all other Documents (except for those provisions of this Agreement and such other Documents that by their terms survive such termination), whereupon the parties hereto shall have no further obligations to each other in relation to this Agreement, such other Documents or the transactions contemplated hereunder or thereunder (except for those obligations set forth in provisions of this Agreement and such other Documents that by their terms survive such termination), and provided that the provisions of Article XIII shall control the disposition of the Down Payment.

Article IV.

REPRESENTATIONS AND WARRANTIES OF NEW INVESTOR

New Investor represents and warrants to Seller and SSLII as follows:

Section 4.01 Organization, Good Standing and Entity Authority. New Investor is a limited partnership, duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to own and operate its properties and carry on its business.

Section 4.02 Authorization and Binding Effect of Documents. New Investor (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which New Investor is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by New Investor and the consummation by New Investor of the transactions contemplated hereby, on the terms and subject to the conditions herein have been duly authorized by all necessary action on the part of New Investor and New Investor’s board of directors. This Agreement has been, and each of the other Documents to which New Investor is to be a party will be, duly executed and delivered by New Investor at or prior to Closing. This Agreement constitutes (and each of the other Documents to which New Investor is to be a party, when executed and delivered, will constitute) the valid and binding obligation of New Investor enforceable against New Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 4.03 ERISA.

(a) New Investor is not an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section 302 of ERISA, and none of its assets constitutes assets of any such employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

(b) New Investor is not a “governmental plan” within the meaning of Section 3(32) of ERISA and the funds used by New Investor to acquire the Facilities are not assets of any such governmental plan and are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. The consummation of the transactions contemplated by this Agreement will not violate such statutes.

Section 4.04 Absence of Conflicts. The execution, delivery and performance by New Investor of this Agreement and the other Documents to which New Investor is to be a party, and consummation by New Investor of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under the provisions of any certificate or articles of incorporation, bylaws, operating or partnership agreement or other charter documents of New Investor (or its Affiliates), any law, regulation, judgment, rule, order or decree to which New Investor (or its Affiliates) is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which New Investor (or its Affiliates) is subject.

Section 4.05 Consents. Except for such reports and filings that an Affiliate of New Investor may be required to make with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the execution, delivery and performance by New Investor of this Agreement and the other Documents to which New Investor is to be a party do not require any order, permission, consent, approval, authorization, registration or validation of, or exemption, clearance or other action by, or notice or declaration to, or filing with, any Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect.

Section 4.06 Broker’s or Finder’s Fees. No agent, broker, investment banker or other person or firm acting on behalf of or under the authority of New Investor (or any of its Affiliates) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller or SSLII in connection with the transactions contemplated by this Agreement. New Investor agrees to indemnify and hold Seller and SSLII harmless from any Loss resulting from a breach of this representation and warranty.

Section 4.07 No Judgments. Except as set forth in Section 4.07 of the Disclosure Statement, there are no judgments presently outstanding and unsatisfied directly against New Investor, and New Investor is not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to New Investors’s knowledge, (i) no such

judgment, litigation or proceeding is threatened against New Investor which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated.

Section 4.08 No Insolvency. New Investor has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding with respect to a compromise or arrangement, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any emcumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets.

Section 4.09 Specially Designated National or Blocked Person. Neither New Investor (including, without limitation, any and all of its partners, directors and officers), nor any of its Affiliates is a Specially Designated National or Blocked Person. Neither New Investor nor any of its Affiliates is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither New Investor nor any of its Affiliates is acting on behalf of a government of any country that is subject to such an embargo.

Section 4.10 New Investor Financials. The audited and unaudited financial statements of New Investor for the period ending September 30, 2010, copies of which have been provided to Seller, fairly present in all material respects the financial condition and the results of operations of New Investor as at the respective dates and for the periods covered by such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of unaudited financial statements, to normal recurring year-end adjustments, and the absence of notes.

As used in this Agreement, the phrase “to New Investor’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Raymon Byron Carlock, Jr. and Tammie A. Quinlan, who New Investor represents are the persons most knowledgeable about New Investor’s overall business and affairs. Notwithstanding anything herein to the contrary, New Investor shall have no Liability to Seller or SSLII for a breach of any representation or warranty hereunder, if the breach in question is based on a condition, state of facts or other matter which was currently and actually known (and not constructively, by imputation or by implication) by the party claiming such breach, or disclosed in writing to the party claiming such breach, on or prior to the date hereof.

Article V.

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Seller and New Investor as follows:

Section 5.01 Organization, Good Standing and Entity Authority. Purchaser is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite corporate power to own and operate its properties and carry on its business.

Section 5.02 Authorization and Binding Effect of Documents.

(a) Purchaser (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which Purchaser is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Purchaser and Purchaser’s equity holders and/or board of directors or managers. This Agreement has been, and each of the other Documents to which Purchaser is to be a party will be, duly executed and delivered by Purchaser at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Purchaser is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 5.03 ERISA.

(a) Purchaser is not an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section 302 of ERISA, and none of its assets constitutes assets of any such employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

(b) Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA and the funds used by Purchaser to acquire the Facilities are not assets of any such governmental plan and are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. The consummation of the transactions contemplated by this Agreement will not violate such statutes.

Section 5.04 Absence of Conflicts. The execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party, and consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under the provisions of any certificate or articles of incorporation, bylaws, operating or partnership agreement or other charter documents of Purchaser (or its Affiliates), any law, regulation, judgment, rule, order or decree to which Purchaser (or its Affiliates) is subject, or any indenture, mortgage, lease, loan agreement or other agreement or instrument to which Purchaser (or its Affiliates) is subject.

Section 5.05 Consents. Except for and such reports and filings that an Affiliate of Purchaser may be required to make with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, the execution, delivery and performance by Purchaser of this Agreement and the other Documents to which Purchaser is to be a party do not

require any order, permission, consent, approval, authorization, registration or validation of, or exemption, clearance or other action by, or notice or declaration to, or filing with, any Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect.

Section 5.06 Broker’s or Finder’s Fees. No agent, broker, investment banker or other Person acting on behalf of or under the authority of Purchaser (or any of its Affiliates) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller in connection with the transactions contemplated by this Agreement. Purchaser agrees to indemnify and hold Seller and its Affiliates harmless from any Loss resulting from a breach of this representation and warranty.

Section 5.07 No Judgments. Except as set forth in Section 5.07 of the Disclosure Statement, there are no judgments presently outstanding and unsatisfied directly against Purchaser, and Purchaser is not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to Purchaser’s knowledge, (i) no such judgment, litigation or proceeding is threatened against Seller which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated.

Section 5.08 No Insolvency. Purchaser has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding with respect to a compromise or arrangement, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any emcumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets.

Section 5.09 Specially Designated National or Blocked Person. Neither Purchaser (including, without limitation, any and all of its members, directors and officers), nor any of its Affiliates is a Specially Designated National or Blocked Person; provided that Purchaser makes no representations or warranties whatsoever with respect to stockholders of SSLI. Neither Purchaser nor any of its Affiliates is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Purchaser nor any of its Affiliate is acting on behalf of a government of any country that is subject to such an embargo. Notwithstanding the foregoing, Purchaser makes no representations or warranties whatsoever with respect to stockholders of SSLI.

As used in this Agreement, the phrase “to Purchaser’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Greg Neeb, Philip Kroskin, Edward Burnett and Jerry Liang, who Purchaser represents are the persons most knowledgeable about Purchaser’s overall business and affairs. Notwithstanding anything herein to the contrary, Purchaser shall have no Liability to Seller or New Investor for a breach of any representation or warranty hereunder, if the breach in question is based on a condition, state of facts or other matter which was currently and actually known

(and not constructively, by imputation or by implication) by the party claiming such breach, or disclosed in writing to the party claiming such breach, on or prior to the date hereof.

Article VI.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser, New Investor and SSLII as follows:

Section 6.01 Organization and Good Standing and Entity Authorization. Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all requisite corporate power to own, operate and lease its properties and carry on its business.

Section 6.02 Authorization and Binding Effect of Documents.

(a) Seller has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is to be a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of Seller and Seller’s equity holders and/or board of directors. This Agreement has been, and each of the other Documents to which Seller is to be a party will be, duly executed and delivered by Seller at or prior to Closing. This Agreement constitutes (and each of the other Documents to which Seller is to be a party, when executed and delivered, will constitute) the valid and binding obligation of Seller enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 6.03 Absence of Conflicts. The execution, delivery and performance by Seller of this Agreement and the other Documents to which Seller is to be a party, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate or articles of incorporation, bylaws, operating or partnership agreement or other charter documents of Seller (or its Affiliates), any indenture, mortgage, lease, loan agreement or other agreement or instrument by which Seller (or its Affiliates) is bound or affected, or any law, regulation, rule, judgment, order or decree to which Seller (or its Affiliates) is subject, except that the approval and consent of SSLII is required for the consummation by Seller of the transactions contemplated by this Agreement, which consent and approval shall be evidenced by SSLII’s execution and delivery of this Agreement and provided that Seller makes no representation or warranty with respect to agreements or obligations of, or regulatory or licensing matters relating to, the Old Venture, the Facility Lessees, the Facility Owners, the Manager or their respective Affiliates, including, without limitation, the Existing Owner Financing, the Real Property Ground Leases and the Licenses.

Section 6.04 Consents and Approvals. The execution, delivery and performance by Seller of this Agreement and the other Documents, and consummation by Seller of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance, order, permission, license, registration or validation of, or exemption by, or other action by or notice or declaration to, or filing with, any court or Governmental Entity, or the consent, waiver or approval of any other Person which has not been obtained and is currently in full force and effect, except that the approval and consent of SSLII is required for the consummation by Seller of the transactions contemplated by this Agreement, which consent and approval shall be evidenced by SSLII’s execution and delivery of this Agreement and provided that Seller makes no representation or warranty with respect to any authorization or consent (or similar action of the nature referenced above) required to be obtained by, or regulatory or licensing matters relating to, the Old Venture, the Facility Lessees, the Facility Owners, the Manager or their respective Affiliates, including, without limitation, with respect to the Existing Owner Financing, the Real Property Ground Leases and the Licenses

Section 6.05 Broker’s or Finder’s Fees. No agent, broker, investment banker, or other Person acting on behalf of or under the authority of Seller (or any of its Affiliates) is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Purchaser, SSLII or New Investor in connection with the transactions contemplated by this Agreement. Seller agrees to indemnify and hold Purchaser, SSLII, New Investor and their respective Affiliates harmless from any Loss resulting from a breach of this representation and warranty.

Section 6.06 Ownership of Seller’s Interest.

(a) Seller is the sole legal and beneficial owner of Seller’s Interest. Seller’s Interest is free and clear of all Liens encumbering Seller’s Interest, and Seller has good and marketable title to Seller’s Interest. Seller’s Interest is validly issued, fully paid and non-assessable. There is no restriction or limitation on Seller’s right to sell Seller’s Interest as contemplated by this Agreement, except that the approval and consent of SSLII is required for the consummation by Seller of the transactions contemplated by this Agreement, which consent and approval shall be evidenced by SSLII’s execution and delivery of this Agreement. At Closing, Seller will transfer to Purchaser good and marketable title to Seller’s Interest, free and clear of all Liens.

Section 6.07 ERISA.

(a) Seller is not an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section 302 of ERISA, and none of its assets constitute assets of any such employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

(b) Seller is not a “governmental plan” within the meaning of Section 3(32) of ERISA. The consummation of the transactions contemplated by this Agreement will not violate such statutes.

Section 6.08 No Judgments. Except as set forth in Section 6.08 of the Disclosure Statement, there are no judgments presently outstanding and unsatisfied directly against Seller, and Seller is not involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any Governmental Entity, which judgment, litigation or proceeding could reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to Seller’s knowledge, (i) no such judgment, litigation or proceeding is threatened against Seller which could reasonably be anticipated to have a Material Adverse Effect and (ii) no investigation looking toward such a proceeding has begun or is contemplated. Seller makes no representation with respect to judgments, litigation or proceedings relating to the Facilitates or their licensing or operation.

Section 6.09 No Insolvency. Seller has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it, instituted any proceeding to have itself declared bankrupt or wound-up, instituted any proceeding to have a receiver appointed in connection with any of its assets, had any emcumbrancer take possession of any of its assets, or had any execution or distress become enforceable or become levied upon any of its assets.

Section 6.10 FIRPTA. Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the regulations issued thereunder.

Section 6.11 Specially Designated National or Blocked Person. Based solely on publicly-available information or as otherwise disclosed to Seller, neither Seller, nor any of its shareholders, directors or officers is a Specially Designated National or Blocked Person. Neither Seller nor any of its shareholders is directly or indirectly owned or controlled by the government of any country that is subject to an embargo by the United States government. Neither Seller nor any of its shareholders, directors or officers is acting on behalf of a government of any country that is subject to such an embargo.

Section 6.12 Financial Statements. Seller has not taken any action with respect to the Old Venture or the Seller’s Membership Interest which has not been disclosed to SSLII and which would have or reasonably be expected to have a Material Adverse Effect on the Old Venture Financials.

As used in this Agreement, the phrase “to Seller’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed or implied) knowledge, after due inquiry, of C. MacLaine Kenan, Michael Casey and Ann Bargeron, who Seller represents are the persons most knowledgeable about Seller’s Interest and the Facility Owners. Notwithstanding anything herein to the contrary, Seller shall have no Liability to Purchaser, New Investor or SSLII for a breach of any representation or warranty hereunder, if the breach in question is based on a condition, state of facts or other matter which was currently and actually known (and not constructively, by imputation or by implication) by the party claiming such breach, or disclosed in writing to the party claiming such breach, on or prior to the date hereof.

Article VII.

REPRESENTATIONS AND WARRANTIES OF SSLII

SSLII represents and warrants to Seller and New Investor as follows:

Section 7.01 Organization, Good Standing, Entity Authority and Qualification. SSLII is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia. SSLII has all requisite company power to own, operate and lease its properties and carry on its business. Each of Old Venture, the Facility Lessees and the Facility Owners are limited liability companies or limited partnerships, as the case may be, duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, have all requisite company power to own and operate their properties and carry on their businesses, and are qualified to do business in each of the jurisdictions in which the nature of their business or the ownership of their properties make such qualification necessary.

Section 7.02 Authorization and Binding Effect of Documents.

(a) SSLII (and any applicable Affiliate) has all requisite power and authority to enter into this Agreement and, at Closing, shall have all requisite power and authority to enter into the other Documents to which it is a party and to consummate the transactions contemplated by this Agreement and such other Documents. The execution and delivery of this Agreement by SSLII and the consummation by SSLII of the transactions contemplated hereby, on the terms and subject to the conditions herein, have been duly authorized by all necessary action on the part of SSLII and SSLII’s shareholders, members and board of directors. This Agreement has been, and each of the other Documents to which SSLII is to be a party will be, duly executed and delivered by SSLII at or prior to Closing. This Agreement constitutes (and each of the other Documents to which SSLII is to be a party, when executed and delivered, will constitute) the valid and binding obligation of SSLII enforceable against SSLII in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and to the exercise of judicial discretion in accordance with general principles of equity, whether applied by a court of law or of equity.

Section 7.03 Absence of Conflicts. The execution, delivery and performance by SSLII of this Agreement and the other Documents to which SSLII is to be a party, and consummation by SSLII of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or result in any breach of any of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) give any third party the right to modify, terminate or accelerate any obligation under, the provisions of the certificate or articles of incorporation, bylaws, operating or partnership agreement or other charter documents of SSLII, Old Venture, the Facility Lessees, the Facility Owners or any of their Affiliates, any indenture, mortgage, lease, loan agreement or other agreement or instrument by which SSLII, Old Venture, the Facility Lessees, the Facility Owners or any of their Affiliates is bound or affected, or any law, regulation, rule, judgment, order or decree to which SSLII, Old Venture, the Facility Lessees, the Facility Owners or any of their Affiliates is subject.

Section 7.04 Consents. Except as set forth in Section 7.04 of the Disclosure Statement, the execution, delivery and performance by SSLII of this Agreement and the other Documents to

which it is a party, and consummation by SSLII of the transactions contemplated hereby and thereby, do not and will not require the authorization, consent, approval, exemption, clearance or other action by or notice or declaration to, or filing with, any court or Governmental Entity, or the consent, waiver or approval of any other Person.

Section 7.05 Broker’s or Finder’s Fees. No agent, broker, investment banker, or other Person acting on behalf of Old Venture, SSLII (or any Affiliate of Old Venture or SSLII) or under its authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from Seller or New Investor in connection with the transactions contemplated by this Agreement. SSLII agrees to indemnify and hold Seller, Purchaser and their Affiliates harmless from any Loss resulting from a breach of this representation and warranty. Notwithstanding the provisions of Section 12.01 below, such agreement to indemnify shall survive the Closing without time limitation.

Section 7.06 Ownership of SSLII’s Interest. SSLII is the sole legal and beneficial owner of SSLII’s Interest and the List A MM Interest. SSLII’s Interest and the List A MM Interest are free and clear of all Liens and SSLII has good and marketable title to SSLII’s Interest and the List A MM Interest.

Section 7.07 ERISA.

(a) SSLII is not an employee pension benefit plan subject to the provisions of Title IV of ERISA or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section 302 of ERISA, and none of its assets constitute assets of any such employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.

(b) SSLII is not a “governmental plan” within the meaning of Section 3(32) of ERISA and no funds received by SSLII in this transaction are assets of any such governmental plan and are not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans. The consummation of the transactions contemplated by this Agreement will not violate such statutes.

Section 7.08 No Judgments. Except as set forth in Section 7.08 of the Disclosure Statement, there are no judgments presently outstanding and unsatisfied against SSLII, Old Venture, any of the Facility Lessees, or any of the Facility Owners, and, to SSLII’s knowledge, none of SSLII, Old Venture, any of the Facility Lessees or the Facility Owners is involved in any litigation at law or in equity, or in any proceeding before any court, or by or before any governmental or administrative agency, which judgment, litigation or proceeding would reasonably be anticipated to have a Material Adverse Effect and which is not fully covered by insurance and, to SSLII’s knowledge, no such judgment, litigation or proceeding is threatened against SSLII, Old Venture, any of the Facility Owners or any of the Facility Lessees.

Section 7.09 No Governmental Approvals. Except as set forth in Section 7.09 of the Disclosure Statement, no order, permission, consent, approval, license, authorization, registration or validation of, or filing with, or exemption by, any Governmental Entity is required to authorize, or is required in connection with the execution, delivery and performance by SSLII of this Agreement, any Document to which SSLII is a party or SSLII’s taking of any action thereby

contemplated, which has not been (or as of the Closing will not have been) obtained and is (or as of Closing will be) in full force and effect.

Section 7.10 No Insolvency. None of Old Venture, the Facility Lessees or the Facility Owners has committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed in connection with its interest in any Facility, had any encumbrancer take possession of its interest in any Facility, or had any execution or distress become enforceable or become levied upon its interest in any Facility. SSLII has not committed an act of bankruptcy, had any petition for a receiving order in bankruptcy filed against it, filed in any court in lieu of bankruptcy any legal proceeding with respect to a compromise or arrangement, filed any legal proceeding to have itself declared bankrupt or wound-up, taken any proceeding to have a receiver appointed in connection with its interest in any Facility, had any encumbrancer take possession of its interest in any Facility, or had any execution or distress become enforceable or become levied upon its interest in any Facility.

Section 7.11 Ownership and Control of Purchaser. Prior to Closing, SSLII will control the business and affairs of Purchaser and will have the power and authority to cause Purchaser to execute and deliver the documents to be provided by Purchaser under this Agreement and to undertake the actions required to be performed by Purchaser under this Agreement.

As used in this Agreement, the phrase “to SSLII’s knowledge” and similar phrases shall mean the current, actual (not constructive, imputed, or implied) knowledge, after due inquiry, of Greg Neeb, Philip Kroskin, Edward Burnett and Jerry Liang, who SSLII represents are the persons most knowledgeable about SSLII’s overall business and affairs. Notwithstanding anything herein to the contrary, SSLII shall have no Liability to New Investor for a breach of any representation or warranty hereunder, if the breach in question is based on a condition, state of facts or other matter which was currently and actually known (and not constructively, by imputation or by implication) by the party claiming such breach, or disclosed in writing to the party claiming such breach, on or prior to the date hereof.

Article VIII.

BUSINESS REPRESENTATIONS

SSLII represents and warrants to New Investor, Purchaser, each Facility Owner and each Facility Lessee as follows (the following representations, the “Business Representations”):

Section 8.01 Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes.

(a) All audited and unaudited financial statements of Old Venture as identified in Section 8.01 of the Disclosure Statement (the “Old Venture Financials”), copies of which have been provided to New Investor, fairly present in all material respects the financial condition and the results of operations of Old Venture as at the respective dates and for the

periods covered by such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of unaudited financial statements, to normal recurring year-end adjustments, and the absence of notes.

(b) Except as set forth in the Old Venture Financials, there are no material Liabilities of Old Venture of any kind whatsoever of the type required to be reflected on a balance sheet prepared in accordance with GAAP, other than:

(i) contingent Liabilities, which, in accordance with GAAP, are not required to be reflected on a balance sheet;

(ii) any Liabilities incurred since September 30, 2010 in the ordinary course of business of the Old Venture consistent with past practice or in connection with this Agreement or the other Documents; and

(iii) in the case of unaudited financial statements, normal recurring year-end adjustments and the absence of notes.

(c) Except as set forth in Section 8.01(c) of the Disclosure Statement, since September 30, 2010, the Old Venture has conducted its business in the ordinary course of business consistent with past practice and there has not been:

(i) any event, occurrence or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

(ii) other than dividends and distributions paid in the ordinary course of business of Old Venture consistent with past practice, any declaration, setting aside or payment of any dividend or other distribution with respect to any equity interest of Old Venture (other than dividends or distributions in cash in an amount consistent with the requirements of this Agreement), or any split, combination or reclassification of any equity interest of Old Venture;

(iii) any amendment of any term of any outstanding equity interest of Old Venture;

(iv) any incurrence, assumption or guarantee by Old Venture of any indebtedness that would have a Material Adverse Effect;

(v) as of the expiration of the Due Diligence Period, any creation or assumption by Old Venture of any Lien on any asset that would have a Material Adverse Effect, except for Permitted Exceptions;

(vi) any (i) transaction or commitment made, or any Contract entered into, by Old Venture relating to its assets or business (including the acquisition or disposition of any assets) that involved the acquisition or disposition of assets other than for fair value or that involved an amount in excess of One Hundred Thousand Dollars ($100,000), or (ii) relinquishment by Old Venture of any material Contract or other right

outside of the ordinary course of business consistent with past practice that would have Material Adverse Effect; and

(vii) any change in any method of accounting or accounting practice not required by GAAP by Old Venture or any election for Taxes.

(d) SSLII has disclosed to New Investor any action taken by Seller and known to SSLII with respect to the Old Venture or the Seller’s Membership Interest which would have or reasonably would be expected to have a Material Adverse Effect on the Old Venture Financials.

Section 8.02 Books and Records; Internal Controls. All records relating to Old Venture, Facility Lessees and, to SSLII’s knowledge, the Facility Owners (including books and records, contract documents, accounts receivable data, financial statements and other similar records) are maintained, in all material respects, to the extent applicable, in accordance with GAAP and the internal controls on financial reporting of Old Venture, Facility Lessees and Facility Owners.

Section 8.03 Obligations. Except (a) to the extent reflected or reserved against in the Old Venture Financials, (b) normal trade creditors payable in the ordinary and normal course of business since the dates of such Old Venture Financials and (c) the Existing Owner Financing, none of Old Venture, the Facility Lessees or the Facility Owners have any material outstanding Liabilities, which in each case would reasonably be anticipated to have a Material Adverse Effect.

Section 8.04 Medicare; Medicaid. Except as set forth in Section 8.04 of the Disclosure Statement, none of Old Venture, Manager, any Facility Lessee or any Facility Owner are party to any Medicaid/Medicare Contracts with respect to the provision of services at the Facilities. Except as set forth in Section 8.04 of the Disclosure Statement, no action, proceeding, or investigation in connection with Medicare, Medicaid or other public or private third-party payor or other programs is pending or, to SSLII’s knowledge, threatened against any of SSLII, Old Venture, Manager, any Facility Lessee or any Facility Owner in connection with the Facilities which would reasonably be anticipated to have a Material Adverse Effect. To SSLII’s knowledge, none of SSLII, Old Venture, Manager, any Facility Lessee or Facility Owner has received written notice of any threatened or pending investigation in connection with the Facilities relating to (i) any fraud, false statement or false claim applicable to its business or (ii) any patient care, patient rights or other law applicable to its business, in each case which would reasonably be anticipated to have a Material Adverse Effect. None of SSLII, Old Venture, Manager, Facility Lessee or Facility Owner has committed any material violation of the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, any similar state law or Title VI of the Civil Rights Act, in each case which would reasonably be anticipated to have a Material Adverse Effect.

Section 8.05 No Possessory Rights. Except for any parties in possession pursuant to, and any rights of possession granted under, the Residence Agreements, and except as shown in the Title Commitments or as set forth in Section 8.05 of the Disclosure Statement, there are no parties in possession of any part of the Facilities, and there are no other rights of possession

which have been granted by the Old Venture, any Facility Lessees or any Facility Owners to any third party or parties, except for licenses to use space which are cancelable by the Old Venture, Facility Lessee or Facility Owners on ninety (90) days or less notice.

Section 8.06 Employees. None of Old Venture, the Facility Lessees or the Facility Owners has any employees. All personnel employed at the Facilities are employees of Manager.

Section 8.07 Licenses. Except as set forth in Section 8.07 of the Disclosure Statement, Old Venture, Manager, the Facility Owners and the Facility Lessees have all material Licenses necessary to the conduct of their business as presently conducted and all such Licenses are valid and in full force and effect. Except with respect to the Healthcare Permits, no consent is required from any issuer of a License, where the failure to obtain such consent would reasonably be expected to have a Material Adverse Effect. There is no pending or, to SSLII’s knowledge, threatened action, investigation or proceeding with respect to revocation, cancellation, suspension or non-renewal of any License for any Facility which would reasonably be anticipated to have a Material Adverse Effect, and except as set forth in Section 8.07 of the Disclosure Statement, no notice has been received by SSLII, the Facility Lessees, the Facility Owners, Manager, or Old Venture from any Governmental Entity currently asserting the violation of the terms of any Licenses or currently threatening to revoke, cancel, suspend or not renew the terms of any such existing License, which would reasonably be anticipated to have a Material Adverse Effect.

Section 8.08 Litigation. A true and correct listing and summary of all litigation with respect to the Real Property, Facilities, Old Venture, Facility Lessees, Facility Owners or (with respect to the Facilities) Manager which is not fully covered by insurance in place (subject to applicable deductibles) with respect to each of the Facilities and which would reasonably be anticipated to have a Material Adverse Effect which is pending or, to SSLII’s knowledge, threatened in writing against any of SSLII (as to the Facilities), the Real Property, the Facility Lessees, the Facility Owners, Old Venture or the Manager (as to the Facilities) is included as Section 8.08 of the Disclosure Statement.

Section 8.09 Environmental Matters. SSLII has provided New Investor with access to or copies of all environmental reports and documentation related to the environmental reports in the possession of SSLII, Old Venture, the Facility Lessees, or Manager with respect to the Real Property and the Facilities (the “Environmental Reports”). Except as set forth on Section 8.09 of the Disclosure Statement, no written notice has been received by the Facility Lessees, Manager, Old Venture or, to SSLII’s knowledge, the Facility Owners that the Real Property or Facilities are in violation of Environmental Laws. Except as disclosed in the Environmental Reports and in any additional environmental reports received by New Investor prior to the Closing Date, to SSLII’s knowledge (a) there are no underground storage tanks on the Real Property and (b) the Facilities do not contain any Hazardous Substances other than to a de minimus extent and in any event in compliance with Environmental Laws. Except as set forth on Section 8.09 of the Disclosure Statement or in any additional environmental reports and documentation received by New Investor prior to the Closing Date, to SSLII’s knowledge there are no Environmental Claims and no Environmental Liabilities other than to a de minimus extent and in any event in compliance with Environmental Laws.

Section 8.10 Facility Leases. Except as set forth on Exhibit B, true and correct copies of all the Facility Leases have been provided to New Investor.

Section 8.11 Compliance with Laws. Except as would not reasonably be anticipated to have a Material Adverse Effect and except as set forth in Section 8.11 of the Disclosure Statement or in any zoning letters provided to New Investor prior to the end of the Due Diligence Period, no written notice has been received by the Facility Owners, Facility Lessees, Manager or Old Venture, nor does SSLII have knowledge, that the Facilities are in violation of any applicable statute, law, regulation, rule, ordinance, order, License or permit.

Section 8.12 Residence Agreements. New Investor has been supplied with true and correct copies of the forms (on a state-by-state basis) of the Residence Agreement currently in use for new admissions at the Facilities. No Facility Lessee is in default, and, to SSLII’s knowledge, no Resident is in default, under any of its obligations under any Residence Agreement which default could reasonably be anticipated to have a Material Adverse Effect. The Residence Agreements identified on the Rent Rolls were in full force and effect as of the date of the applicable Rent Roll, except as would not reasonably be anticipated to have a Material Adverse Effect. The Rent Rolls are true and correct in all respects except as would not reasonably be anticipated to have a Material Adverse Effect, subject to the information on the then-current aged receivables report. As used in this Section 8.12, the term “Rent Rolls” means the schedules of Residents at the Facilities provided pursuant to Exhibit E.

Section 8.13 Taxes. To SSLII’s knowledge, each of SSLII, Old Venture, the Facility Owners and the Facility Lessees has prepared and duly and timely filed (or has filed as part of a consolidated tax filing) all tax reports and returns required to be filed by it and all such returns are accurate in all material respects. In addition, except as set forth in Section 8.13 of the Disclosure Statement, to SSLII’s knowledge, whether or not shown on such returns or reports to be due, of SSLII, Old Venture, the Facility Owners and the Facility Lessees each has duly paid or provided for the payment of all taxes and other charges due or claimed to be due from it by federal, state, local or foreign taxing authorities (including, without limitation, those due in respect of the Real Property and the Facilities, and the income, franchises, licenses, sales, usages or payrolls associated therewith). There are no tax liens upon any property or assets of SSLII, Old Venture, the Facility Owners and the Facility Lessees, except liens for current taxes not yet delinquent.

Section 8.14 Personal Property. As of the expiration of the Due Diligence Period, each Facility Owner or Facility Lessee shall own or lease all of the Personal Property that is currently used in the operations of the applicable Facility as it is currently conducted, free and clear of all Liens other than Permitted Exceptions. There are no assets necessary or material to the operation of the Facilities as currently operated that are not Owned Assets, other than Excluded Assets.

Section 8.15 Title. To SSLII’s knowledge and subject to easements, covenants, conditions and restrictions of record as of the date hereof and to Permitted Exceptions in place on or prior to the expiration of the Due Diligence Period, (a) each Facility Owner is the owner of a fee simple interest in the Owned Real Property set forth across from such Facility Owner’s name as described on Exhibit A attached hereto and/or a leasehold interest in the Leased Real Property set forth across from such Facility Owner’s name as described on Exhibit A attached hereto and

(b) the Facility Owner or the Facility Lessee is, or will be at Closing, the owner of all of the remaining property constituting the Personal Property with respect to the Facility owned or leased by such Facility Owner or Facility Lessee, free and clear of all Liens, except for Permitted Exceptions and as otherwise expressly disclosed in this Agreement (including Section 1.01 of the Disclosure Statement).

Section 8.16 Real Property Ground Leases.

(a) Section 8.16 of the Disclosure Statement sets forth a true, correct and complete list of the Real Property Ground Leases and there exist no other leases of real property pursuant to which a Facility Owner is a tenant or lessee. The copies of the Real Property Ground Leases heretofore delivered to Purchaser are true, correct and complete in all material respects.

(b) No Facility Owner, or, to SSLII’s knowledge, any other party to the Real Property Ground Leases, is in breach or default under any material obligation thereunder or any provisions thereof, and no condition exists that, with notice or the passage of time, or both, will constitute a breach or default under any obligation thereunder or any provisions thereof.

Section 8.17 Contracts. Except as would not be reasonably anticipated to have Material Adverse Effect, (a) all service, maintenance, purchase order and other contracts, agreements and equipment leases as are needed with respect to the ownership, maintenance, operation, provisioning or equipping of the Facilities as presently conducted (the “Contracts”) are in full force and effect and (b) none of SSLII, Manager, any Facility Lessee or any Facility Owner, or, to SSLII’s knowledge, any other party to the Contracts, is in breach or default under any obligation thereunder or any provisions thereof, and no condition exists that, with notice or the passage of time, or both, will constitute a breach or default under any obligation thereunder or any provisions thereof. Section 8.17 of the Disclosure Statement sets forth a true, correct and complete list of those Contracts which were entered into pursuant to a master or other agreement pertaining to each Facility.

Section 8.18 Insurance. Neither Old Venture, SSLII, Facility Owners, Facility Lessees or Manager has received written notice from any insurance carrier of defects or inadequacies in the Real Property or Facilities, which, if uncorrected, would result in a termination of insurance coverage or a material increase in the premiums charged therefor. Section 8.18 of the Disclosure Statement attached hereto sets forth a correct and complete list of each insurance policy maintained with respect to the Real Property and or Facilities. With respect to each insurance policy shown on Section 8.18 of the Disclosure Statement: (i) the policy is legal, valid, binding, enforceable and in full force and effect, (ii) neither Old Venture, SSLII, Facility Owners, Facility Lessees or Manager, nor to SSLII’s knowledge, any other party to the policy, is in material breach or default thereunder, and to SSLII’s knowledge, no event has occurred which, with notice or the lapse of time, would constitute such a material breach or default, or permit termination or modification under such policy against any insured party.

Section 8.19 Ownership of Facility Lessees. All of the equity units of the Facility Lessees are validly issued, fully paid and non-assessable and all such shares or equity units are owned directly or indirectly by Old Venture free and clear of all Liens. Upon completion of the transactions contemplated by this Agreement, all of the equity units of the Facility Lessees will

be owned directly or indirectly by Purchaser free and clear of all Liens, which units shall be validly issued, fully paid and non-assessable. Complete and correct copies of the organizational documents of Old Venture, the Facility Lessees and the Facility Owners have been previously delivered or made available to New Investor. None of Old Venture or the Facility Lessees have any outstanding options, warrants, conversion privileges or other rights, agreements, arrangements or commitments of any character obligating such entity to issue or sell any shares, units, equity securities or obligations of any kind convertible into or exchangeable for any shares, units or equity securities of Old Venture or any Facility Lessee.

Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Business Representations shall run solely to the benefit of New Investor, Purchaser, each Facility Owner and each Facility Lessee and Seller shall not be entitled to bring any claim or cause of action against SSLII for any breach of the Business Representations, subject to Section 12.07 below.

Article IX.

COVENANTS

Section 9.01 Publicity. The parties agree that, prior to the Closing, no public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior written consent of the other parties, except as required by law or applicable regulations. The parties may disclose, and Seller may permit Arcapita Bank B.S.C.(c) to disclose, this Purchase Agreement and matters relating to the subject matter hereof to (i) their professional advisers (including legal and financial advisers) or (ii) to any prospective or existing lenders, provided that in each case any such party informs the recipient of the confidentiality obligations of such party hereunder. In addition, Seller may permit Arcapita Bank B.S.C.(c) to notify the indirect investors in Seller of the signing of this Agreement and the transactions contemplated hereunder, provided that Arcapita Bank B.S.C. (c) also notifies such indirect investors in Seller of the confidentiality obligations of Seller hereunder. The parties understand and agree that if required by law, or if required by applicable disclosure requirements under applicable securities laws or other laws, one or more of the parties may (i) disclose certain information concerning the transaction, (ii) issue one (1) or more press releases concerning the execution of this Agreement and/or the purchase of the Facilities, provided that with respect to any press release which identifies Seller, Arcapita Bank B.S.C.(c), SSLII, SSLI, Purchaser, New Investor or their respective Affiliates, the party issuing the release shall use its reasonable best efforts to seek the prior approval of Seller (as to itself or Arcapita Bank B.S.C.(c) or their Affiliates), SSLII (as to itself, Purchaser or their Affiliates) or New Investor, as applicable, such approval not to be unreasonably delayed or withheld and, in any event, such requirement to seek prior approval not to preclude any party or its Affiliate from complying with applicable disclosure obligations under law, and (iii) file a copy of this Agreement with the Securities and Exchange Commission.

Section 9.02 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take all action and to do all things necessary, proper or advisable to satisfy any condition hereunder in its power to satisfy and for which it is responsible for the satisfaction of, and to consummate and make

effective as soon as practicable the transactions contemplated by this Agreement. Without limiting the foregoing, SSLII shall cause Purchaser to take and do all such actions and things.

Section 9.03 No Recordation. SSLII, New Investor, Old Venture, Seller and Purchaser each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded and each of Purchaser and New Investor agrees (i) not to file any notice of pendency or other instrument (other than a judgment) against the Facilities or any interest therein in connection herewith and (ii) to indemnify Seller and SSLII against all Losses or Liabilities incurred by either of them by reason of the filing by Purchaser or New Investor, as applicable, of such notice of pendency or other instrument.

Section 9.04 Licenses. During the Due Diligence Period, Purchaser shall apply for, and diligently pursue (and SSLII will cause Manager, the Facility Lessees, and/or the Facility Owners to apply for and diligently pursue), issuance of the Licenses. SSLII shall cooperate, and shall cause the Facility Owners and the Facility Lessees to cooperate, with Purchaser in such manner as Purchaser may reasonably request in connection with the issuance to Purchaser, the Facility Lessees, the Facility Owners and/or Manager (or other appropriate party) of the Licenses. Without limiting the generality of the foregoing, SSLII shall promptly provide to New Investor such information in its possession and control concerning Old Venture, Manager, the Facility Owners, the Facility Lessees and the Facilities as may be requested by any Governmental Entity in connection with the issuance of the Licenses and, if requested by such Governmental Entity, SSLII shall allow, or cause Old Venture, the Facility Owners, the Facility Lessees or Manager to allow, representatives of the Governmental Entity to inspect the Facilities in connection with the application for any Licenses.

Section 9.05 Casualty. In the event that all or any portion of the Facilities is damaged or destroyed by fire or other casualty prior to Closing and the cost of repair for all such damaged or destroyed Facilities in the aggregate is less than Thirty One Million, Five Hundred Thousand and No/100 Dollars ($31,500,000), subject to the terms of the Existing Lease Financing, the Old Venture shall (after receipt of Seller’s approval in accordance with the Old Venture Agreement) promptly cause the Facility Lessee to undertake such repair and complete the same, and Seller shall not have any obligation, direct or indirect, to fund any insurance deductible. Closing will not be extended to permit the Facility Lessee or the Facility Owner to complete the same, but subject to the terms of any financing of the Facility, the insurance proceeds will be escrowed to pay the costs of restoration. In the event the cost of repair thereof is equal to or greater than Thirty One Million, Five Hundred Thousand and No/100 Dollars ($31,500,000), New Investor, in its sole discretion, shall either (i) proceed to Closing with no reduction in the Purchase Price, in which event all insurance proceeds attributable to such damage or destruction shall be retained by the Facility Lessee or the Facility Owner at Closing and the amount of any deductible with respect to such damage or destruction shall be paid by SSLII and New Investor or (ii) as New Investor’s sole and exclusive remedy in such event, terminate this Agreement, in which event the Down Payment shall be promptly returned to New Investor and SSLII, and SSLII, Seller, Purchaser New Investor and Old Venture shall be released from any and all further liabilities or obligations under this Agreement, except those liabilities or obligations that expressly survive such termination.

Section 9.06 Condemnation. In the event there is any permanent or temporary actual or threatened taking or condemnation of any material portion of any Facility, SSLII and Seller shall notify New Investor of the same as promptly as commercially practicable, and New Investor shall have the right, at its sole option, (i) to proceed to Closing with no reduction in the Purchase Price, in which event any and all proceeds of such taking or condemnation shall be delivered or assigned to the Facility Owner at Closing, or (ii) as New Investor’s sole and exclusive remedy in such event, terminate this Agreement, in which event the Down Payment shall be promptly returned to New Investor and SSLII, and SSLII, Seller, Purchaser New Investor and Old Venture shall be released from any and all further liabilities or obligations under this Agreement, except those liabilities or obligations that expressly survive such termination.

Section 9.07 Operation of Business: Through the Closing Date, SSLII shall cause Manager to continue to manage and operate the Facilities, taken as a whole, in the ordinary course of business in the manner it has previously managed and operated the Facilities prior to the date of this Agreement.

Section 9.08 Acquisition of Facility Owners.

(a) Seller and SSLII will cause at the Closing (i) ALF to transfer to Purchaser or its designee good and marketable title to the ALF Interests and (ii) ALF Sub to transfer to List C GP the List C GP Interest, in each case free and clear of all Liens other than, in the case of ALF Interests or the List C GP Interests acquired from SSLII or any of its Affiliates, any Liens in existence at the time such interests were acquired by ALF from SSLII or its Affiliate.

(b) Seller will represent as of the Closing Date, or shall cause GSS to represent as of the Closing Date, that ALF is the sole legal and beneficial owner of the List A ALF Interest, the List B ALF Interest, the List C ALF Interest and 100% of the equity interest of ALF Sub (collectively, the “ALF Interests”) and that ALF Sub is the sole legal and beneficial owner of the List C GP Interest, subject only, in the case of ALF Interests or the List C GP Interests acquired from SSLII or any of its Affiliates, to any Lien in existence at the time such interests were acquired by ALF or ALF Sub, as applicable, from SSLII or its Affiliate.

Article X.

CONDITIONS PRECEDENT TO THE OBLIGATION

OF NEW INVESTOR, SSLII AND SELLER TO CLOSE

Section 10.01 Conditions to New Investor’s Obligation to Close. The obligation of New Investor to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by New Investor at or prior to Closing:

(a) Seller, SSLII and Purchaser shall have performed in all material respects all their respective obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Purchaser set forth in Article V of this Agreement, of Seller set forth in Article VI of this Agreement and of SSLII set forth in Article VII and Article VIII of this Agreement shall have been true and correct as of the Contract

Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

(c) Seller, SSLII and Purchaser shall have executed and/or delivered all of the documents required to be delivered at Closing pursuant to Section 11.02(a) and Section 11.02(c), respectively.

(d) The Licenses shall have been issued and shall be in full force and effect, it being understood that this condition shall be deemed satisfied if any License has been issued, but such license is subject to revocation, cancellation, suspension or non-renewal in the event that post-licensure requirements that have not been satisfied as of Closing are not completed subsequent to Closing.

(e) SSLII shall have obtained duly executed Estoppel Certificates from each ground lessor.

Section 10.02 Conditions to Seller’s Obligation to Close. The obligation of Seller to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by Seller at or prior to Closing:

(a) New Investor, SSLII and Purchaser shall have performed in all material respects their respective obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Purchaser set forth in Article V of this Agreement, of SSLII set forth in Article VII of this Agreement and of New Investor set forth in Article IV and 3.01(b) of this Agreement shall be true and correct as of the Contract Date and as of Closing with the same force and effect as though made on and as of the Closing Date.

(c) Purchaser, SSLII and New Investor shall have executed and delivered all of the documents required to be delivered at Closing pursuant to Sections 11.02(b) and 11.02(c).

Section 10.03 Conditions to SSLII’s and Purchaser’s Obligation to Close. The obligation of SSLII and Purchaser to proceed to Closing is subject to the satisfaction of each of the following conditions, any of which may be waived, in whole or in part, in writing by SSLII (for itself and on behalf of Purchaser) at or prior to Closing:

(a) Seller and New Investor shall have performed in all material respects their respective obligations under this Agreement which are required to be performed at or prior to Closing.

(b) All representations and warranties of Seller set forth in Article VI of this Agreement and of New Investor set forth in Article IV and Section 3.01(b) of this Agreement shall be true and correct as of the Contract Date and as of Closing with the same force and effect as though made on and as of the Closing Date.

(c) Seller and New Investor shall have executed and delivered all of the documents required to be delivered at Closing pursuant to Sections 11.02(a) and 11.02(b).

(d) Provided that Purchaser and SSLII are not in breach of their obligations under Section 9.04, the Licenses shall have been issued and shall be in full force and effect, it being understood that this condition shall be deemed satisfied if any License has been issued, but such license is subject to revocation, cancellation, suspension or non-renewal in the event that post-licensure requirements that have not been satisfied as of Closing are not completed subsequent to Closing.

Article XI.

CLOSING

Section 11.01 Time and Place. Closing of Purchaser’s acquisition of Seller’s Interest pursuant to this Agreement (the “Closing”) shall take place at the offices of Willkie Farr & Gallagher LLP in New York City (or at such other place as New Investor, SSLII and Seller mutually agree) on the Closing Date or such other date as is mutually agreed upon by Seller, New Investor and SSLII.

Section 11.02 Delivery of Documents at Closing.

(a) At Closing, Seller shall:

(i) Execute and deliver to Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in Old Venture.

(ii) Deliver or cause to be delivered to Purchaser instruments of transfer evidencing the assignment of the ALF Interests and the List C GP Interest, executed by ALF and ALF Sub, in accordance with Section 9.08 above and at no cost or expense to Purchaser other than payment of the ALF Sales Purchase Price.

(iii) Execute, cause to be acknowledged and deliver to Purchaser, New Investor and SSLII a certificate confirming the matters set forth in Sections 10.01(a) and (b) with respect to Seller as of the Closing Date, such certificate to be signed by a duly authorized officer of Seller.

(iv) Provide to Purchaser (A) a copy of the Charter Documents of Seller certified by a duly authorized officer of Seller, (B) a copy of resolutions or other actions of the board of directors and shareholders of Seller certified by a duly authorized officer of Seller, and (C) such other evidence of the power and authority of Seller to consummate the transactions described in this Agreement as Purchaser may reasonably require.

(v) Execute, cause to be acknowledged as appropriate and deliver to Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement.

(vi) Execute, cause to be acknowledged as appropriate and deliver to Purchaser a closing statement or memorandum in a form reasonably acceptable to Purchaser and Seller (the “Closing Statement”).

(vii) Execute, cause to be acknowledged and deliver to Purchaser a non-foreign status affidavit in the form of Exhibit F, as required by Section 1445 of the Code.

(viii) Cause ALF and ALF Sub to execute, caused to be acknowledged and deliver a non-foreign status affidavit in the form of Exhibit F, as required by Section 1445 of the Code.

(ix) Execute and deliver a Mutual Release Agreement in the form attached hereto as Exhibit G (the “Mutual Release”).

(x) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser, in connection with the transfer of Seller’s Interests or the indirect interests in the Facility Companies to Purchaser (or its designee) as contemplated hereunder.

(xi) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Seller’s Interest, the ALF Interests or the List C GP Interest.

(xii) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Seller’s Non-Imputation Affidavits.

(xiii) If a search of the title to the Seller’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Seller, Seller will, on request, execute and deliver to Purchaser (or cause to be delivered to Purchaser) an affidavit from Seller to the effect that such judgments, penalties or other returns are not against Seller.

(b) At Closing, New Investor shall:

(i) Execute, acknowledge and deliver a certificate to Seller and SSLII confirming the matters set forth in Sections 10.02(a) and (b) with respect to New Investor, as of the Closing Date, such certificates to be signed by an officer of New Investor.

(ii) Provide to Seller (A) a copy of the Charter Documents of New Investor certified by a duly authorized officer or partner of New Investor, (B) a copy of resolutions or other actions of the partners of New Investor certified by a duly authorized officer or partner of New Investor, and (C) such other evidence of the power and authority of New Investor to consummate the transactions described in this Agreement as Seller may reasonably require.

(iii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement.

(iv) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement.

(v) Execute and deliver the Mutual Release.

(vi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser, in connection with the transfer of the Membership Interests or the indirect interests in the Facility Companies to Purchaser (or its designee), as contemplated hereunder.

(i) Cause Purchaser to pay or cause to be paid the Purchase Price in accordance with Section 2.01 hereof by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder.

(ii) Cause Purchaser to execute, acknowledge and deliver the Assignment and Assumption of Interest Agreement.

(iii) Execute and deliver an instrument of transfer assigning the List A Interest to Purchaser.

(iv) Provide to Seller (A) a copy of the Charter Documents of SSLII certified by a duly authorized officer of New Investor and a copy of the Charter Documents of Purchaser certified by a duly authorized officer or member of Purchaser, (B) a copy of resolutions or other actions of the board of directors and shareholders of SSLII certified by a duly authorized officer of SSLII and a copy of resolutions or other actions of the board of directors or managers and members of Purchaser certified by a duly authorized officer or member of Purchaser, and (C) such other evidence of the power and authority of SSLII and Purchaser to consummate the transactions described in this Agreement as Seller may reasonably require.

(v) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement.

(vi) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 10.02(a) and (b) with respect to SSLII and Purchaser, as of the Closing Date, such certificates to be signed by an officer of SSLII.

(vii) Execute, acknowledge and deliver a certificate to New Investor confirming the matters set forth in Sections 10.01(a) and (b) with respect to SSLII and Purchaser, as of the Closing Date, such certificates to be signed by an officer of SSLII.

(viii) Execute and deliver, and cause each of Old Venture, Purchaser and Manager to execute and deliver the Mutual Release.

(ix) Cause Purchaser to execute, acknowledge and deliver the Closing Statement.

(x) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Purchaser (as the case may be), in connection with the transfer of the Membership Interests or the indirect interests in the Facility Companies to Purchaser (or its designee).

Section 11.03 Closing Costs.

(a) Except as otherwise specifically provided in this Agreement, SSLII, New Investor, Purchaser and Seller shall each, as appropriate, pay the fees and expenses of their own attorneys, accountants, financial advisors, investment bankers and employees.

(b) Neither Old Venture nor Seller shall have any responsibility for the winding down or dissolution of any entity directly or indirectly holding title to any Facility (or for the fees and expenses incurred in connection with any such winding down or dissolution, regardless of when it occurs).

(d) Any transfer taxes, fees or similar charges incurred as a result of the transactions contemplated by this Agreement will be paid by Purchaser in accordance with Section 3.02(a).

(e) Any cost or expense (including transfer taxes) incurred in connection with the termination of the Facility Leases at or in connection with Closing shall be paid by Purchaser.

Article XII.

INDEMNITY; DEFAULT; DAMAGES

Section 12.01 Survival. Except for those representations, warranties, covenants or agreements contained in this Agreement the obligations in relation to which are expressly stated to survive the Closing beyond the below-referenced twelve (12) month period or without time limitation, all claims for any breach by a party of any representation, warranty, covenant or agreement made by it in this Agreement or in any other Document must be set forth in reasonable detail in a written notice received by such party not later than the date that is twelve (12) months following the Closing Date and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of such twelve (12) month period. The following representations and warranties shall survive without time limit: (a) New Investor’s representations and warranties contained in Sections 4.01 through 4.09, (b) Purchaser’s representations and warranties contained in Sections 5.01 through 5.09 and (c) SSLII’s representations and warranties contained in Sections 7.01 through 7.10. Notwithstanding the foregoing, Seller’s representations and warranties contained in Sections 6.01 through 6.11 shall survive for a period of eighteen (18) months following the Closing Date and all claims for any breach by Seller of such representations must be set forth in reasonable detail in a written notice received by Seller not later than the date that is eighteen (18) months

following the Closing Date and any litigation with respect to such claim shall be commenced on or prior to the date that is sixty (60) days after the expiration of such eighteen (18) month period.

Section 12.02 New Investor’s, SSLII’s and Purchaser’s Remedies for Seller’s Defaults. If Seller breaches any of its representations and warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from SSLII and New Investor to Seller specifying such default, including, without limitation, a breach of the obligation to sell Seller’s Interest on the Closing Date, time being of the essence, SSLII and New Investor acting unanimously may, as their and Purchaser’s sole remedy hereunder, by delivering notice in writing to Seller in the manner provide in this Agreement, either (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those Liabilities that expressly survive such termination) and New Investor and SSLII shall receive a disbursement of the Down Payment, (ii) seek enforcement of this Agreement by a decree of specific performance or injunctive relief requiring Seller to fulfill its obligations under this Agreement, including but not limited to the transfer of Seller’s Interest and the performance of Seller’s obligations in connection with ALF Interests and the List C GP Interest or (iii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Seller.

Section 12.03 Seller’s Remedies for New Investor’s Defaults. If New Investor materially breaches any of its representations or warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Seller to New Investor specifying such default, Seller may, as its sole remedy hereunder, by delivering notice in writing to New Investor and SSLII in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those Liabilities that expressly survive such termination), in which event Seller shall retain the Down Payment as liquidated damages as the sole legal or equitable remedy for New Investor’s default, the parties hereby acknowledging and agreeing that the damages which Seller would suffer as a result of such default and termination would be difficult, if not impossible, to determine and that the liquidated damages provided for herein are a fair and reasonable estimation of such damages, or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Purchaser, SSLII or New Investor; it being expressly understood and agreed the Seller shall have no right or remedy to seek specific performance or injunctive relief with respect to any default by Purchaser, SSLII and/or New Investor. SSLII and Purchaser consent to retention of the Down Payment by Seller as provided in clause (i) of the immediately preceding sentence.

Section 12.04 Seller’s Remedies for SSLII’s and Purchaser’s Defaults. If SSLII or Purchaser breaches any of their respective representations or warranties hereunder, or defaults on any of their respective obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from Seller specifying such default, Seller may, as its sole remedy hereunder, by delivering written notice to SSLII and Purchaser in the manner provided in this Agreement, either (i) terminate this Agreement and the other Documents

and declare it and them null and void (except for those Liabilities that expressly survive such termination) in which event Seller shall retain the Down Payment as liquidated damages as the sole legal or equitable remedy for SSLII’s or Purchaser’s default, the parties hereby acknowledging and agreeing that the damages which Seller would suffer as a result of such default and termination would be difficult, if not impossible, to determine and that the liquidated damages provided for herein are a fair and reasonable estimation of such damages or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price and without any further claim against Purchaser, SSLII or New Investor; it being expressly understood and agreed that Seller shall have no right or remedy to seek specific performance or injunctive relief with respect to any default by Purchaser, SSLII and/or New Investor. New Investor consents to retention of the Down Payment by Seller as provided in clause (i) of the immediately preceding sentence.

Section 12.05 New Investor’s Remedies for SSLII’s or Purchaser’s Defaults. If SSLII or Purchaser breaches any of their respective representations or warranties hereunder, or defaults on any of their respective obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from New Investor specifying such default, New Investor may, as its sole remedy hereunder, by delivering notice in writing to SSLII and Purchaser in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those Liabilities that expressly survive such termination) in which event Seller shall retain the Down Payment as liquidated damages as the sole legal or equitable remedy, the parties hereby acknowledging and agreeing that the damages which Seller would suffer as a result of such default and termination would be difficult, if not impossible, to determine and that the liquidated damages provided for herein are a fair and reasonable estimation of such damages or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price. SSLII and Purchaser consent to retention of the Down Payment by Seller as provided in clause (i) of the immediately preceding sentence.

Section 12.06 SSLII’s and Purchaser’s Remedies for New Investor’s Defaults. If New Investor breaches any of its representations or warranties hereunder, or defaults on any of its obligations hereunder in any material respect, and such default continues for ten (10) Business Days after written notice thereof from SSLII specifying such default, SSLII and Purchaser may, as their sole remedy hereunder, by delivering notice in writing to New Investor in the manner provided in this Agreement, either, (i) terminate this Agreement and the other Documents and declare it and them null and void (except for those Liabilities that expressly survive such termination), in which event Seller shall retain the Down Payment as liquidated damages as the sole legal or equitable remedy, the parties hereby acknowledging and agreeing that the damages which Seller would suffer as a result of such default and termination would be difficult, if not impossible, to determine and that the liquidated damages provided for herein are a fair and reasonable estimation of such damages or (ii) waive any such conditions or defaults and consummate the transactions contemplated by this Agreement and the Documents in the same manner as if there had been no conditions or defaults without any reduction in the Purchase Price; it being expressly understood and agreed that neither SSLII nor Purchaser shall have any right or remedy to seek specific performance or injunctive relief with respect to any default by

New Investor. New Investor consents to retention of the Down Payment by Seller as provided in clause (i) of the immediately preceding sentence.

Section 12.07 Limitation on Liability for Business Representations. Notwithstanding anything to the contrary contained herein or in any other Document, if the Closing of the transactions hereunder shall have occurred, SSLII shall have no Liability to New Investor for the breach of the Business Representations in excess of, individually or in the aggregate, Ten Million and No/100 Dollars ($10,000,000.00) (the “Business Representations Damage Cap”). New Investor shall not enter any judgment or collect an amount hereunder in excess of the Business Representations Damage Cap.

Section 12.08 Seller not Liable for Representations of Other Parties. Notwithstanding anything to the contrary contained herein or in any document executed in connection herewith, Seller shall not be responsible for, or have any liability with respect to, any representation or warranty of SSLII, Manager or the Old Venture, whether made pursuant to this Agreement or otherwise, any of the other Documents, or otherwise.

Section 12.09 Indemnification by New Investor. New Investor shall, during the applicable survival period, indemnify, defend, and hold harmless SSLII, Purchaser and Seller and their respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by New Investor of any of its representations, warranties, covenants or agreements in this Agreement or any other Document.

Section 12.10 Indemnification by Arcapita Bank and Seller. Seller shall, during the applicable survival period, indemnify, defend, and hold harmless New Investor, SSLII, Purchaser and their respective officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of its representations, warranties, covenants or agreements in this Agreement or any other Document to which it is a party, subject to the survival period limitations set forth herein. Arcapita Bank B.S.C.(c) shall, jointly and severally with Seller, during the applicable survival period, indemnify, defend, and hold harmless New Investor, SSLII, Purchaser and their respective officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of or resulting from any breach by Seller of any of Seller’s representations or warranties contained in Article VI, subject to the survival period limitations set forth herein. The indemnification obligations of Arcapita Bank B.S.C.(c) are limited to the provisions of this Section 12.10 regardless of other provisions of this Agreement that pertain to representations and warranties of Seller, the duration of such representations and warranties and the time periods during which claims relating to such representations and warranties may be made.

Section 12.11 Indemnification by SSLII. SSLII shall, during the applicable survival period, indemnify, defend, and hold harmless Purchaser, New Investor, Seller and their respective members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, or resulting from any breach by SSLII of any of its representations, warranties, covenants

or agreements in this Agreement or any other Document, subject to the Business Representations Damage Cap with respect to breaches of the Business Representations.

Section 12.12 Indemnification by Purchaser and SSLII. Purchaser and SSLII, jointly and severally, shall, during the applicable survival period, indemnify, defend, and hold harmless Seller and its members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, or resulting from any breach by Purchaser of any of its representations, warranties, covenants or agreements in this Agreement or any other Document.

Section 12.13 Indemnification by Purchaser, SSLII and New Investor. Purchaser, SSLII and New Investor, jointly and severally, shall, during the applicable survival period, indemnify, defend, and hold harmless Seller and its members, officers, directors, employees, Affiliates, successors and assigns from and against, and pay or reimburse each of them for and with respect to, any Loss relating to, arising out of, or resulting from the failure to repay or prepay the Existing Owner Financing pursuant to the prepayment notices submitted under the Existing Owner Financing on or about December 1, 2010.

Section 12.14 Administration of Indemnification. For purposes of administering the indemnification provisions set forth in Sections 12.09, 12.10, 12.11, 12.12 and 12.13, the following procedure shall apply:

(a) Whenever a claim shall arise for indemnification under this Article, the party entitled to indemnification (the “Indemnified Party”) shall promptly give written notice to the party from whom indemnification is sought (the “Indemnifying Party”) setting forth in reasonable detail, to the extent then available, the facts concerning the nature of such claim and the basis upon which the Indemnified Party believes that it is entitled to indemnification hereunder.

(b) In the event of any claim for indemnification resulting from or in connection with any claim by a third party, the Indemnifying Party shall be entitled, at its sole expense, either (i) to participate in defending against such claim or (ii) to assume the entire defense with counsel which is selected by it and which is reasonably satisfactory to the Indemnified Party provided that (A) the Indemnifying Party agrees in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or proceeding and (B) no settlement shall be made and no judgment consented to without the prior written consent of the Indemnified Party which shall not be unreasonably withheld. If, however, (i) the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or (ii) representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be entitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of clause (i) of the immediately preceding sentence, the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is in proportion to the damages indemnifiable by the Indemnifying Party compared to the total amount of the third-party claim against the Indemnified Party.

(c) If the Indemnifying Party does not choose to defend against a claim by a third party, the Indemnified Party may defend in such manner as it deems appropriate or settle the claim (after giving notice thereof to the Indemnifying Party) on such terms as the Indemnified Party may deem appropriate, and the Indemnified Party shall be entitled to periodic reimbursement of defense expenses incurred and prompt indemnification from the Indemnifying Party in accordance with this Article.

(d) Failure or delay by an Indemnified Party to give prompt notice of any claim (if given prior to expiration of any applicable survival period) shall not release, waive or otherwise affect an Indemnifying Party’s obligations with respect to the claim, except to the extent that the Indemnifying Party can demonstrate actual loss or prejudice as a result of such failure or delay.

Section 12.15 Exclusivity. The rights and remedies set forth in this Article XII shall be exclusive of all other rights to monetary damages that any party (or any party’s successors or assigns) would otherwise have at law or in equity in connection with the transactions contemplated by this Agreement or any other Document, other than with respect to claims based on common law fraud or rights which by law cannot be waived or limited.

Article XIII.

DOWN PAYMENT AND ESCROW

Section 13.01 Investment of Down Payment. Escrow Agent shall deposit the Down Payment in an escrow account in the name of Escrow Agent in a commercial bank designated by New Investor and SSLII and reasonably acceptable to Seller. Escrow Agent shall invest the Down Payment in an insured non-interest bearing account, or in non-interest bearing investments backed by securities issued by the U.S. federal government, as New Investor, SSLII and Seller may from time to time direct.

Section 13.02 Disbursement of Down Payment. Escrow Agent shall hold the Down Payment in escrow and release the same as follows:

(a) If at any time prior to expiration of the Due Diligence Period, Escrow Agent shall receive written notice from New Investor stating that (i) New Investor is terminating this Agreement, and (ii) New Investor is simultaneously giving Seller a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to New Investor and SSLII in the percentages as directed jointly by New Investor and SSLII, without the need for further instructions from or approvals by any other party to this Agreement.

(b) If at any time after the expiration of the Due Diligence Period, but prior to Closing, Escrow Agent shall receive written notice from New Investor or SSLII stating that (i) New Investor or SSLII, as applicable, is terminating this Agreement for a reason other than a Seller default or another reason which would permit New Investor and SSLII to receive the Down Payment, and (ii) New Investor or SSLII, as applicable, is simultaneously giving Seller a copy of such notice, Escrow Agent shall promptly disburse the Down Payment to Seller, without the need for further instructions from or approvals by any other party to this Agreement.

(c) Except as provided in Section 13.02(e), if Escrow Agent shall receive written notice from New Investor or SSLII (“Seller Default Notice”) stating that (i) Seller has failed to complete Closing in accordance with the terms of this Agreement, or has defaulted in any other manner under this Agreement, (ii) Seller has not cured such failure or default in accordance with Section 12.02, and (iii) New Investor and/or SSLII is demanding the return of the Down Payment, then Escrow Agent shall immediately deliver a copy of the Seller Default Notice to Seller. If on or before the date which is five (5) Business Days following Seller’s receipt of the Seller Default Notice, Seller shall object in writing (“Seller’s Objection Notice”) to the return of the Down Payment to New Investor and SSLII, then Escrow Agent shall not return the Down Payment to New Investor or SSLII. If Seller shall not deliver a Seller’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following Seller’s receipt of the Seller Default Notice, then Escrow Agent shall promptly return the Down Payment to New Investor and SSLII in the percentages as directly jointly by New Investor and SSLII, without the need for further instructions from or approvals by any other party to this Agreement.

(d) Except as provided in Section 13.02(e), if Escrow Agent shall receive a written notice from Seller (“Purchaser Default Notice”) stating that (i) Purchaser, SSLII or New Investor has failed to complete Closing in accordance with the terms of the Purchase Agreement, or has defaulted in any other manner under this Agreement, (ii) Purchaser, SSLII or New Investor, as applicable, has not cured such failure or default in accordance with Section 12.03, Section 12.04 or Section 12.05, as applicable, and (iii) Seller is demanding the release of the Down Payment to Seller, Escrow Agent shall promptly deliver a copy of the Purchaser Default Notice to SSLII and New Investor. If on or before the date which is five (5) Business Days following New Investor or SSLII’s receipt of the Purchaser Default Notice, SSLII, New Investor or Purchaser shall object in writing (“Purchaser’s Objection Notice”) to the release of the Down Payment to Seller, then Escrow Agent shall not release the Down Payment to Seller. If SSLII or New Investor shall not deliver a Purchaser’s Objection Notice to Escrow Agent on or before the date which is five (5) Business Days following SSLII’s or New Investor’s receipt of the Purchaser Default Notice, then Escrow Agent shall promptly release the Down Payment to Seller, without the need for further instructions from or approvals by any other party to this Agreement.

(e) If Escrow Agent shall receive written notice from New Investor or SSLII (“Failure of Condition Notice”) stating that (i) New Investor has failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of one or more of the conditions set forth in Section 10.01(d) or (e) and confirming that Purchaser and SSLII are not in breach of their obligations under Section 9.04 or Section 3.02(a)(ii), or (ii) Purchaser and SSLII have failed to complete Closing in accordance with the terms of this Agreement solely due to a failure of the condition set forth in Section 10.03(d) and confirming that Purchaser and SSLII are not in breach of their obligations under Section 9.04, then Escrow Agent shall immediately deliver a copy of the Failure of Condition Notice to Seller. If on or before the date which is five (5) Business Days following Seller’s receipt of the Failure of Condition Notice, Seller shall object in writing (“Seller’s Failure of Condition Objection Notice”) to the return of the Down Payment to New Investor and SSLII, then Escrow Agent shall not return the Down Payment to New Investor or SSLII. If Seller shall not deliver a Seller’s Failure of Condition Notice to Escrow Agent on or before the date which is five (5) Business Days following Seller’s receipt of the Seller Default Notice, then Escrow Agent shall promptly return the Down Payment to New

Investor and SSLII in the percentages as directly jointly by New Investor and SSLII, without the need for further instructions from or approvals by any other party to this Agreement.

(f) Unless the Down Payment shall have been previously released by Escrow Agent pursuant to this Section 13.02, at Closing, Escrow Agent shall deliver the Down Payment to Seller as part of the Purchase Price.

Section 13.03 Disputes. In the event of any dispute between Seller, on the one hand, and Purchaser, SSLII or New Investor, on the other hand, regarding the disbursement of the Down Payment pursuant to Sections 13.02(c) or (d), or in the event Escrow Agent shall receive conflicting demands or instructions with respect to the disbursement of the Down Payment, Escrow Agent shall withhold disbursement of the Down Payment until it receives either (i) joint written instructions from Seller, Purchaser, SSLII and New Investor (or, with respect to a dispute among only SSLII and New Investor, then joint written instructions from SSLII and New Investor) with respect to the disbursement of the Down Payment or (ii) an order binding upon it from a court of competent jurisdiction with respect to the disbursement of the Down Payment. Notwithstanding the foregoing, in the event of any such dispute or conflicting demands or instructions, Escrow Agent shall have the right to deliver the Down Payment into the registry of any court of competent jurisdiction, and Escrow Agent shall thereupon be released from any further liabilities or obligations with respect to the Down Payment.

Section 13.04 Compensation. Escrow Agent shall receive no compensation for its services performed pursuant to this Agreement except for reasonable attorneys’ fees and costs incurred as a result of any dispute between the parties hereto. Such fees and costs shall be borne by the party adjudged by a court of competent jurisdiction to have been at fault.

Section 13.05 Liability of Escrow Agent. The parties covenant and agree that in performing any of its duties under this Agreement, Escrow Agent shall not be liable for any Loss which it may incur as a result of serving as Escrow Agent hereunder, except for any Loss arising out of its willful default or gross negligence. Accordingly, Escrow Agent shall not incur any liability with respect to (i) any action taken or omitted to be taken in good faith upon advice of its counsel given with respect to any questions relating to its duties and responsibilities (ii) to any action taken or omitted to be taken in reliance upon any document, not only as to its due execution and the validity and effectiveness of its provisions, but also to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement or (iii) failure, insolvency, or inability of the depositary to pay said funds upon demand for withdrawal; or (iv) levies by taxing authorities based upon the taxpayer identification number used to establish this interest bearing account. Seller, Purchaser, SSLII and New Investor hereby agree, jointly and severally, to indemnify and hold harmless Escrow Agent against any and all Losses which may be imposed upon or incurred by Escrow Agent in connection with its serving as Escrow Agent hereunder, except for any Loss arising out of its willful default or gross negligence.

Article XIV.

MISCELLANEOUS

Section 14.01 Further Actions. From time to time before, at and after the Closing, each party, at its expense and without further consideration, will execute and deliver such documents as reasonably requested by any other party in order more effectively to consummate the transactions contemplated hereby.

Section 14.02 Consents under Old Venture Agreement. The parties acknowledge that the transactions contemplated hereunder may require the consent of the SSLII and Seller in accordance with the terms of the Old Venture Agreement, and the execution and delivery by SSLII and by Seller of this Agreement shall evidence any such required consent.

Section 14.03 Notices. All notices, demands or other communications given hereunder shall be in writing and shall be sufficiently given if delivered by courier (including overnight delivery service) or sent by registered or certified mail, first class, postage prepaid, or by electronic mail or facsimile (provided that an additional copy is delivered by one of the foregoing methods), addressed as follows:

(a) If to Seller, to:

c/o Arcapita Inc.

75 Fourteenth Street, 24th Floor Atlanta, GA 30309

Attention: C. MacLaine Kenan

Facsimile No: 404 ###-###-####

with a copy to:

King & Spalding LLP

1185 Avenue of the Americas

New York, NY 10036

Attention: Isam Salah, Esq.

Facsimile No.: 212 ###-###-####

(b) If to SSLII or Purchaser, to:

c/o Sunrise Senior Living, Inc.

7900 Westpark Drive, Suite T-900

McLean, Virginia 22102

Attn.: General Counsel

Telecopy No.: (703) ###-###-####

Telephone No.: (703) ###-###-####

with a copy to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attn.: Eugene A. Pinover, Esq.

Telecopy No.: (212) ###-###-####

Telephone No.: (212) ###-###-####

CNL Income Partners, LP

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801

Attn.: Tammie A. Quinlan, EVP and CFO; and

Holly Greer, VP and Associate General Counsel

Telecopy No.: (407) ###-###-####

Telephone No.: (407) ###-###-####]

with a copy to:

Lowndes, Drosdick, Doster, Kantor & Reed, PA

215 North Eola Drive

Orlando, Florida 32801

Attn.: Peter E. Reinert, Esq.

Telecopy No.: 407 ###-###-####

Telephone No.: 407 ###-###-####

or such other address as a party may from time to time notify the other party in writing (as provided above). Any such notice, demand or communication shall be deemed to have been given (i) if so mailed, as of the close of the fifth Business Day following the date so mailed, (ii) if delivered by courier, on the date received and (iii) if sent by facsimile, on the date transmitted if during normal business hours of the recipient, and otherwise on the next Business Day of the recipient, in each case as evidenced by receipt by the sending party of electronic confirmation of successful transmission form the receiving party’s facsimile machine.

Section 14.04 Entire Agreement. This Agreement, the Exhibits and the other Documents contain the entire understanding among the parties with respect to the subject matter hereof and are intended to be a full integration of all prior or contemporaneous agreements, conditions or undertakings among the parties hereto. There are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, among the parties with respect to the subject matter hereof other than as set forth in this Agreement and the Exhibits and other Documents. This Agreement supersedes in its entirety that certain Term Sheet between SSLII and Seller dated November 4, 2010.

Section 14.05 Not Construed Against Drafter. This Agreement has been negotiated and prepared by the parties and their respective counsel, and should any provision of this Agreement require judicial interpretation, the court interpreting or construing the provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

Section 14.06 Binding Effect; Benefits. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors or permitted assigns. Except to the extent specified herein, nothing in this Agreement, express or implied, shall confer on any person other than the parties hereto and their respective successors or permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 14.07 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any party without the prior written consent of the other parties, provided that SSLII, New Investor or Purchaser may assign all of their respective rights under this Agreement to an Affiliate, provided further that (i) the respective representations and warranties of Purchaser, SSLII or New Investor hereunder shall be true and correct in all material respects as applied to the applicable assignee, (ii) both Purchaser, SSLII or New Investor, as applicable, and the assignee shall execute and deliver to the other parties hereto a written instrument in form and substance satisfactory to such parties, in their reasonable discretion, in which both Purchaser, SSLII or New Investor, as applicable, and the assignee agree to be jointly and severally liable for performance of all of the applicable assignee’s obligations under this Agreement, (iii) Purchaser, New Investor or SSLII, as applicable, and the assignee shall deliver such other documents and instruments as reasonably requested by the other parties hereto, including appropriate certified resolutions of the members or boards of directors of Purchaser, SSLII or New Investor, as applicable, and the assignee and (iv) Purchaser, New Investor and SSLII, as applicable, shall remain fully liable for its obligations under this Agreement.

Section 14.08 Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws.

Section 14.09 Amendments and Waivers. No term or provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of such amendment, waiver, discharge or termination is sought. Any waiver shall be effective only in accordance with its express terms and conditions.

Section 14.10 Severability. Any provision of this Agreement which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions hereof, and any such unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law now or hereafter in effect which renders any provision hereof unenforceable in any respect.

Section 14.11 Headings. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 14.12 Counterparts. This Agreement may be executed in any number of counterparts, and by any party on separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

Section 14.13 References. All references in this Agreement to Articles and Sections are to Articles and Sections contained in this Agreement unless a different document is expressly specified.

Section 14.14 Exhibits. Unless otherwise specified herein, each Exhibit referred to in this Agreement is attached hereto, and each such Exhibit (other than Exhibits that are to be separately executed and delivered as Documents) is hereby incorporated by reference and made a part hereof as if fully set forth herein.

Section 14.15 Attorneys’ Fees. In the event any party brings an action to enforce or interpret any of the provisions of this Agreement, the “prevailing party” in such action shall, in addition to any other recovery, be entitled to its reasonable attorneys’ fees and expenses arising from such action and any appeal or any bankruptcy action related thereto, whether or not such matter proceeds to court. For purposes of this Agreement, “prevailing party” shall mean, in the case of a Person asserting a claim, such Person is successful in obtaining substantially all of the relief sought, and in the case of a Person defending against or responding to a claim, such Person is successful in denying substantially all of the relief sought.

Section 14.16 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TRIAL BY JURY IN ANY PROCEEDINGS BROUGHT BY ANY OTHER PARTY IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE TRANSACTION, THIS AGREEMENT, SELLER’S INTEREST, THE FACILITIES OR THE RELATIONSHIP OF THE PARTIES HEREUNDER. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING (AND NOT BE MERGED THEREIN) OR ANY EARLIER TERMINATION OF THIS AGREEMENT.

Section 14.17 Facsimile and PDF Signatures. Signatures to this Agreement transmitted by telecopy or by electronic mail in PDF format shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Agreement with its actual signature to the other parties, but a failure to do so shall not affect the enforceability of this Agreement, it being expressly agreed that each party to this Agreement shall be bound by its own telecopied signature or signature transmitted by electronic mail in PDF format and shall accept the telecopied signature or signature transmitted by electronic mail in PDF format of each other party to this Agreement.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above.


PURCHASER:

CC3 ACQUISITION, LLC, a Delaware limited liability company

By:	Sunrise Senior Living Investments, Inc., a Virginia corporation, its managing member

By:	/s/ Edward W. Burnett
Name:	Edward W. Burnett
Title:	Vice President

SELLER:

US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation

By:	/s/ C. MacLaine Kenan
Name:	C. MacLaine Kenan
Title:	Vice President

SSLII

SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation

By:	/s/ Edward W. Burnett
Name:	Edward W. Burnett
Title:	Vice President

NEW INVESTOR

CNL INCOME PARTNERS, LP, a Delaware limited partnership

By:	CNL Income GP Corp., a Delaware corporation, its general partner

	By:	/s/ Holly Greer
	Name:	Holly Greer
	Title:	Vice President

S-i


Executed solely for the purpose of acknowledging and agreeing to the indemnity by the undersigned set forth in Section 12.10

ARCAPITA BANK B.S.C.(c)

By:		/s/ Mohammed Chowdhury
Name:		Mohammed Chowdhury
Title:		Executive Director


Executed for the purpose of acknowledging and agreeing to the obligations of the Escrow Agent hereunder:

ESCROW AGENT

FIDELITY NATIONAL TITLE INSURANCE COMPANY

By:		/s/ Keren Baki Marti
Name:		Keren Baki Marti
Title:		Vice President & Orlando NCS Operations Manager

Exhibit A

Facilities; Facility Owners; Facility Lessees


	Facility	Facility Owner	Facility Lessee	List Facility Owner

1.	Sunrise of Alta Loma, 9519 Baseline Rd. Rancho Cucamonga, CA 91730	Sunrise Third Alta Loma SL, LP, a California limited partnership	Sunrise Third (Pool I), LP, a California limited partnership	List C Facility Owner

2.	Sunrise Senior Living of Basking Ridge, 4014 George Rd., Basking Ridge, NJ 07920	Sunrise Basking Ridge Assisted Living, L.L.C., a New Jersey limited liability company	Sunrise Third (Pool IV), LLC, a Delaware limited liability company	List B Facility Owner

3.	Sunrise Belmont, 1010 Alameda de las Pulgas, Belmont, CA 94002	Sunrise Belmont Assisted Living, L.L.C., a California limited liability company	Sunrise Third (Pool IV), LP, a California limited partnership	List B Facility Owner

4.	Sunrise of Chesterfield, 1880 Clarkson Rd., Chesterfield, MO 63017	Sunrise Chesterfield Assisted Living, L.L.C., a Missouri limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

5.	Sunrise of Claremont, 2053 North Towne Ave., Claremont, CA 91711	Sunrise Third Claremont SL, LP, a California limited partnership	Sunrise Third (Pool I), LP, a California limited partnership	List C Facility Owner

6.	Sunrise of Crystal Lake, 751 Terra Cotta Ave., Crystal Lake, IL 60014	Sunrise Third Crystal Lake SL, LLC, an Illinois limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

7.	Sunrise Senior Living of Dix Hills, 337 Deer Park Ave., Huntington Station, NY 11746	Sunrise Third Dix Hills SL, LLC, a New York limited liability company	Sunrise Third (Pool IV), LLC, a Delaware limited liability company	List B Facility Owner

8.	Sunrise of East Meadow, 1555 Glenn Curtiss Blvd., East Meadow/Hempstead, NY 11554	East Meadow A.L., LLC, a Delaware limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List A Facility Owner

9.	Sunrise Senior Living of East Setauket, 1 Sunrise Dr., East Setauket, NY 11733	Sunrise Third East Setauket SL, LLC, a New York limited liability company	Sunrise Third (Pool II), LLC, a Delaware limited liability company	List A Facility Owner


	Facility	Facility Owner	Facility Lessee	List Facility Owner

10.	Sunrise of Edgewater, 351 River Road, Edgewater, NJ 07020	Sunrise Third Edgewater SL, LLC, a New Jersey limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

11.	Sunrise of Flossmoor, 19715 Governor’s Hwy., Flossmoor, IL 60422	Sunrise Flossmoor Assisted Living, L.L.C., an Illinois limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

12.	Sunrise of Gahanna, 775 E. Johnstown Rd., Gahanna, OH 43230	Sunrise Gahanna Assisted Living, L.L.C., an Ohio limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

13.	Sunrise of Gurnee, 500 North Hunt Club Rd., Gurnee, IL 60031	Sunrise Third Gurnee SL, LLC, an Illinois limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

14.	Sunrise of Holbrook, 320 Patchogue Holbrook Rd., Holbrook, NY 11741	Sunrise Third Holbrook SL, LLC, a New York limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

15.	Sunrise Senior Living of Huntington Common, 1 Huntington Common Dr., Kennebunk, ME 04043	Sunrise Kennebunk ME Senior Living, LLC, a Delaware limited liability company	Sunrise Third (Pool V), LLC, a Delaware limited liability company	List A Facility Owner

16.	Sunrise Senior Living of Lincroft, 734 Newman Springs Rd., Lincroft, NJ 07738	Sunrise Third Lincroft SL, LLC, a New Jersey limited liability company	Sunrise Third (Pool III), LLC, a Delaware limited liability company	List A Facility Owner

17.	Sunrise Senior Living of Marlboro, 3A South Main St., Marlboro, NJ 07746	Sunrise Marlboro Assisted Living, L.L.C., a New Jersey limited liability company	Sunrise Third (Pool IV), LLC, a Delaware limited liability company	List B Facility Owner

18.	Sunrise of Montgomery Village, 19310 Club House Rd., Montgomery Village, MD 20886	Sunrise Village House, LLC, a Maryland limited liability company	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List B Facility Owner

19.	Sunrise Senior Living of Naperville North, 535 W. Ogden Ave., Naperville, IL 60563	Sunrise North Naperville Assisted Living, L.L.C., an Illinois limited liability company	Sunrise Third (Pool III), LLC, a Delaware limited liability company	List A Facility Owner

20.	Sunrise of Plainview, 1231	Sunrise Third	Sunrise Third (Pool I), LLC, a	List A Facility

vii


	Facility	Facility Owner	Facility Lessee	List Facility Owner

	Old Country Rd., Plainview (Oyster Bay), NY 11803	Plainview SL, LLC, a New York limited liability company	Delaware limited liability company	Owner

21.	Sunrise Senior Living of Roseville, 2555 Snelling Ave., North, Roseville, MN 55113	Sunrise Third Roseville SL, LLC, a Minnesota limited liability company	Sunrise Third (Pool III), LLC, a Delaware limited liability company	List A Facility Owner

22.	Sunrise Senior Living of Schaumburg, 790 N. Plum Grove Rd., Schaumburg, IL 60173	Sunrise Third Schaumburg SL, LLC, an Illinois limited liability company	Sunrise Third (Pool III), LLC, a Delaware limited liability company	List A Facility Owner

23.	Sunrise of Silver Spring, 11621 New Hampshire Ave., Silver Spring, MD 20904	White Oak Assisted Living L.L.C., a Delaware limited liability company	Sunrise Third (Pool I), LLC, a California limited liability company	List A Facility Owner

24.	Sunrise at Tustin, 12291 S. Newport Ave., Santa Ana, CA 92705	Sunrise Third Tustin SL, LP, a California limited partnership	Sunrise Third (Pool I), LP, a California limited partnership	List C Facility Owner

25.	Sunrise Senior Living of University Park, 2105 University Park Blvd., Colorado Springs, CO 80918	Sunrise Third University Park SL, LLC, a Colorado limited liability company	Sunrise Third (Pool II), LLC, a Delaware limited liability company	List A Facility Owner

26.	Sunrise Senior Living of West Babylon, 580 Montauk Hwy., West Babylon, NY 11704	Sunrise Third West Babylon SL, LLC, a New York limited liability company	Sunrise Third (Pool IV), LLC, a Delaware limited liability company	List B Facility Owner

27.	Sunrise Senior Living of West Bloomfield, 7005 Pontiac Trail, West Bloomfield, MI 48323	Sunrise Third West Bloomfield SL, LLC, a Michigan limited liability company	Sunrise Third (Pool II), LLC, a Delaware limited liability company	List A Facility Owner

28.	Sunrise of West Hills, 9012 Topanga Canyon Blvd.. West Hills, CA, 91304	Canoga Park Assisted Living, L.L.C., a Delaware limited liability company	Sunrise Third (Pool I), LP, a California limited partnership	List A Facility Owner

29.	Sunrise of Weston, 135 North Ave. (Rte. 117), Weston, MA 02493	Sunrise Weston Assisted Living, Limited Partnership, a Massachusetts limited partnership	Sunrise Third (Pool I), LLC, a Delaware limited liability company	List C Facility Owner

viii

Exhibit B

Facility Leases

- 10 -


FACILITY LESSEE	FACILITY LESSORS	LEASE DOCUMENTS	FACILITIES

	company Sunrise Third West Bloomfield, LLC, a Michigan limited liability company	Call Option Letter dated September 30, 2005 for Sunrise Third (Pool II), LLC Put Option Letter dated September 30, 2005 for Sunrise Third (Pool II), LLC Supplemental Agreement dated [June 30, 2003/September 30, 2005] for Sunrise Third (Pool II), LLC* Tax Matters Agreement dated [June 30, 2003/September 30, 2005] for Sunrise Third (Pool II), LLC*	Sunrise Senior Living of West Bloomfield

Sunrise Third (Pool III), LLC, a Delaware limited liability company	Sunrise Third Lincroft SL, LLC, a New Jersey limited liability company Sunrise Third North Naperville Assisted Living, L.L.C., an Illinois limited liability company Sunrise Third Roseville SL, LLC, a Minnesota limited liability company Sunrise Third Schaumburg SL, LLC, an Illinois limited liability company	Master Lease Financing Facility Agreement dated as of September 30, 2005, by and among Sunrise Third Lincroft SL, LLC, Sunrise Third North Naperville Assisted Living, L.L.C., Sunrise Third Roseville SL, LLC and Sunrise Third Schaumburg SL LLC, as Lessors, AL Funding III, Inc., as Agent, and Sunrise Third (Pool III) LLC, as Master Lessee. Call Option Letter dated September 30, 2005 for Sunrise Third (Pool III), LLC Put Option Letter dated September 30, 2005 for Sunrise Third (Pool III), LLC Supplemental Agreement dated [June 30, 2003/September 30, 2005] for Sunrise Third (Pool III), LLC* Tax Matters Agreement dated [June 30, 2003/September 30, 2005] for Sunrise Third (Pool III), LLC*	Sunrise Senior Living of Lincroft Sunrise Senior Living of North Naperville Sunrise Senior Living of Roseville Sunrise Senior Living of Schaumburg

Sunrise Third (Pool IV), LLC, a Delaware limited liability company	Sunrise Basking Ridge Assisted Living, L.L.C., a New Jersey limited liability company Sunrise Third Dix Hills SL, LLC, a New York limited liability	Master Lease Financing Facility Agreement dated as of September 30, 2005, by and among Sunrise Marlboro Assisted Living, L.L.C., Sunrise Third Dix Hills SL, LLC, Sunrise Basking Ridge Assisted Living, L.L.C. and Sunrise Third West Babylon SL LLC, as Lessors,	Sunrise Senior Living of Basking Ridge Sunrise Senior Living of Dix Hills

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FACILITY LESSEE	FACILITY LESSORS	LEASE DOCUMENTS	FACILITIES

	company Sunrise Marlboro Assisted Living, L.L.C., a New Jersey limited liability company Sunrise Third West Babylon SL, LLC, a New York limited liability company	AL Funding III, Inc., as Agent, and Sunrise Third (Pool IV) LLC, as Master Lessee. Call Option Letter dated September 30, 2005 for Sunrise Third (Pool IV), LLC Put Option Letter dated September 30, 2005 for Sunrise Third (Pool IV), LLC Supplemental Agreement dated [September 2003/September 30, 2005] for Sunrise Third (Pool IV), LLC* Tax Matters Agreement dated [September 23, 2003/September 30, 2005] for Sunrise Third (Pool IV), LLC*	Sunrise Senior Living of Marlboro Sunrise Senior Living of West Babylon

Sunrise Third (Pool IV), LP, a California limited partnership	Sunrise Belmont Assisted Living, L.L.C., a California limited liability company	Master Lease Financing Facility Agreement dated as of September 30, 2005, by and among Sunrise Belmont Assisted Living, L.L.C., as Lessor, AL Funding III, Inc., as Agent, and Sunrise Third (Pool IV) LP, as Master Lessee. Call Option Letter dated September 30, 2005 for Sunrise Third (Pool IV), LP Put Option Letter dated September 30, 2005 for Sunrise Third (Pool IV), LP Supplemental Agreement dated [September 23, 2003/September 30, 2005] for Sunrise Third (Pool IV), LP* Tax Matters Agreement dated [September 23, 2003/September 30, 2005] for Sunrise Third (Pool IV), LP*	Sunrise Senior Living of Belmont

Sunrise Third (Pool V), LLC, a Delaware limited liability company	Sunrise Kennebunk ME Senior Living, LLC, a Delaware limited liability company	Master Lease Financing Facility Agreement dated as of December 22, 2005, by and among Sunrise Kennebunk ME Senior Living, LLC,	Sunrise Senior Living of Kennebunk

- 12 -

Fully executed versions of the documents marked with an asterisk dated September 23, 2003 have been delivered to New Investor. SSLII is in possession of partially executed versions of such documents dated September 30, 2005. SSLII will endeavor to deliver fully executed versions of such documents dated September 30, 2005 to New Investor during the Due Diligence Period.

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Exhibit C

Form of Assignment and Assumption of Interest Agreement

ASSIGNMENT AND ASSUMPTION OF INTEREST

THIS ASSIGNMENT AND ASSUMPTION OF INTEREST (this “Assignment”) is made as of , 201 , between US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation, a (“Assignor”) and CC3 ACQUISITION, LLC, a Delaware limited liability company (“Assignee”).

RECITALS:

As of the date hereof, Assignor is the owner of a ninety percent (90%) membership interest (the “Interest”) in Sunrise Third Senior Living Holdings, LLC (the “Company”). The Company is governed by that certain Amended and Restated Operating Agreement (the “Operating Agreement”), dated as of September 23, 2003 among Assignor and Sunrise Senior Living Investments, Inc. (“SSLII”).

Pursuant to that certain Purchase and Sale Agreement among Assignor, Assignee, SSLII and CNL Income Partners, LP, dated as of , 2010 (the “Purchase Agreement”), Assignor desires to assign to Assignee the Interest, including all rights, responsibilities and obligations of Assignor in, to and under the Operating Agreement.

3.	Pursuant to the Purchase Agreement, Assignee desires to accept an assignment of Assignor’s Interest and to assume of all of Assignor’s rights, responsibilities and obligations in, to and under the Operating Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, of the mutual covenants set forth in this Assignment, and of other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Assignor and Assignee agree as follows:

Assignment and Assumption of Interest. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest in, to and under the Interest. Assignee hereby accepts the Interest and hereby assumes and agrees to be bound by all of the obligations, duties and liabilities of Assignor with respect to the Interest and under the Operating Agreement. This assignment is made without representation, warranty or indemnity except as expressly set forth in the Purchase Agreement.

Withdrawal and Substitution. By reason of the assignment effected pursuant to Section 1 hereof, (i) Assignee is hereby entitled to exercise all rights, powers and privileges and is hereby obligated to perform all of the duties and obligations that may hereinafter exist in relation to the Interest, (ii) Assignor hereby fully and completely

- 14 -

withdraws from the Company as a member and Assignee is hereby admitted to the Company as a substitute member and (iii) Assignor shall not have any further rights, powers, privileges, duties and/or obligations with respect to the Interest.

Miscellaneous.

i. The obligations of the parties hereto shall be continuing, absolute and unconditional and shall remain in full force and effect.

ii. Promptly upon request of any other party, each party hereto shall execute and deliver such further assurances and take such further actions as may be reasonably required or appropriate to perfect the assignment and assumption of the Interest and otherwise carry out the intent and purpose of this Assignment.

iii. This Assignment shall be binding upon and inure to the benefit of Assignor, Assignee, the Company, and their respective successors and assigns.

iv. Each of the parties hereto hereby waives any right to jury trial in the event any party files an action relating to this Assignment.

v. This Assignment may be executed in any number of counterparts which, when taken together, shall constitute a single binding instrument. Signatures to this Assignment transmitted by telecopy or by electronic mail in PDF format shall be valid and effective to bind the party so signing. Each party agrees to promptly deliver an execution original to this Assignment with its actual signature to the other parties, but a failure to do so shall not affect the enforceability of this Assignment, it being expressly agreed that each party to this Assignment shall be bound by its own telecopied signature or signature transmitted by electronic mail in PDF format and shall accept the telecopied signature or signature transmitted by electronic mail in PDF format of each other party to this Assignment.

Interpretation.

i. This Assignment shall be governed by and construed in accordance with the laws of the State of Delaware (without reference to conflicts of laws principles).

ii. Captions, numbering and headings of Sections in this Assignment are for convenience of reference only and shall not be considered in the interpretation of this Assignment.

iii. Whenever required by the context, the singular shall include the plural, the neuter gender shall include the male gender and female gender, and vice versa.

- 15 -

iv. No modification of this Assignment shall be valid or effective unless the same is in writing and signed by the parties hereto. No purported waiver of any of the provisions of this Assignment shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

v. This Assignment has been negotiated and prepared by the parties and their respective attorneys and, should any provision of this Assignment require judicial interpretation, the court interpreting or construing such provision shall not apply the rule of construction that a document is to be construed more strictly against one party.

- 16 -

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


ASSIGNEE:

CC3 ACQUISITION, LLC

By:
Name:
Title:

ASSIGNOR:

US ASSISTED LIVING FACILITIES III, INC.

By:
Name:
Title:

Exhibit D

Disclosure Statement

Exhibit E

Rent Roll

Exhibit F

Non-Foreign Status Affidavit

CERTIFICATION OF NON-FOREIGN STATUS

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee, CC3 ACQUISITION, LLC, a Delaware limited liability company (“Transferee”), that withholding of tax is not required upon the disposition of a U.S. real property interest by US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation (“Transferor”), the undersigned hereby certifies to Transferee the following on behalf of Transferor:

1. Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations).

2. The employer identification number of Transferor is 20-0036008.

3. Transferor has an office address of c/o Arcapita Inc., 75 Fourteenth Street, 24^th floor, Atlanta, GA 30309.

Transferor 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.

Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Transferor.


US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation

By
		Name:
		Title:


Sworn to and subscribed before me this day of , 201

Notary Public



My Commission Expires:

Exhibit G

Form of Mutual Release

RELEASE AGREEMENT

This RELEASE AGREEMENT (this “Release”) is made as of , (the “Effective Date”) by and among US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation (“USALF”), SUNRISE THIRD SENIOR LIVING HOLDINGS, LLC, a Delaware limited liability company (“Old JV”), CC3 ACQUISITION, LLC, a Delaware limited liability company (“New JV”), SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“SSLII”), SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation (“SSLMI”) and CNL INCOME PARTNERS, LP, a Delaware limited partnership (“CNL”, and together with SSLII, SSLMI, Old JV and New JV, the “Sunrise/CNL Parties”).

RECITALS:

WHEREAS, USALF, SSLII, New JV and CNL are parties to that certain Purchase and Sale Agreement dated , 2010 (the “PSA”);

WHEREAS, Pursuant to the PSA, as of the Effective Date, USALF has assigned to New JV (the “Assignment”) all of its membership interests in the Old JV and USALF has withdrawn as a member of the Old JV;

WHEREAS, the Sunrise/CNL Parties, together with each of their parents, affiliates, officers, board members, shareholders, trustees, directors, partners, beneficial owners, attorneys-in-fact, employees and agents, heirs, executors, administrators, attorneys, successors, legal representatives and assigns (all hereinafter collectively referred to as the “Sunrise/CNL Released Parties”) desire to receive from the USALF Releasing Parties (hereinafter defined) a release of certain liabilities and obligations of any and all of the Sunrise/CNL Released Parties (i) under that certain Amended and Restated Operating Agreement of Old JV dated as of September 23, 2003 (the “Operating Agreement”), (ii) under the Existing Management Agreements (as defined in the PSA), (iii) under that certain Amended and Restated Master Owner/Management Agreement dated as of September 23, 2003, by and between Old JV and SSLMI (the “MOMA”), (iv) arising out of the management, operation, or funding of Old JV or of Old JV’s direct or indirect subsidiaries and (v) arising out of the acquisition, ownership, development and/or management of the Facilities (as defined in the Operating Agreement); and

WHEREAS, USALF, together with its affiliates, officers, board members, shareholders, trustees, directors, partners, beneficial owners, attorneys-in-fact, employees and agents, heirs, executors, administrators, attorneys, successors, legal representatives and assigns (all hereinafter collectively referred to as the “USALF Released Parties” and together with the Sunrise/CNL Released Parties, the “Released Parties”) desire to receive from the Sunrise/CNL Releasing Parties (hereinafter defined) a release of certain liabilities and obligations of any and all of the USALF Released Parties (i) under the Operating Agreement, (ii) under the Existing Management

Agreements, (iii) under the MOMA, (iv) arising out of the management, operation, or funding of Old JV or of Old JV’s direct or indirect subsidiaries and (v) arising out of the acquisition, ownership, development and/or management of the Facilities.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto hereby agree as follows:

AGREEMENT

1. Release of Released Parties. (a) From and after the Effective Date, USALF for and on behalf of itself and the other USALF Released Parties and all persons claiming by, through or under them (all hereinafter collectively referred to as the “USALF Releasing Parties”), do hereby remise, release, acquit and forever discharge the Sunrise/CNL Released Parties of, from and against any and all manner of actions, causes of actions, suits, debts, dues, sums of money, compensation, accounts, obligations, liabilities, damages, judgments, claims and demands whatsoever, whether known or unknown, foreseen or unforeseen (regardless of by whom raised) in law or in equity (or mixed), which the USALF Releasing Parties, and/or any of them, now have, ever had or may ever have against the Sunrise/CNL Released Parties or any of them, singly or in any combination, on account of, arising out of, under or with respect to, or relating to (i) the Operating Agreement and/or (ii) the Existing Management Agreements, and/or (iii) the MOMA, and/or (iv) the management, operation, or funding of Old JV or of Old JV’s direct or indirect subsidiaries and/or (v) the acquisition, ownership, development and/or management of the Facilities, in each case occurring before the Effective Date (collectively, the “USALF Claims”), provided that the USALF Claims shall not include any actions, causes of actions, suits, debts, dues, sums of money, compensation, accounts, obligations, liabilities, damages, judgments, claims and demands (x) arising out of the fraud, negligence and/or willful misconduct of the Sunrise/CNL Released Parties, (y) arising out of the duties and obligations of the Sunrise/CNL Released Parties under the PSA, the Documents (as defined in the PSA) and this Release, and/or (z) constituting a cross-claim, counter-claim or claim for indemnification or contribution by the USALF Releasing Parties against any or all of the Sunrise/CNL Released Parties that arises out of a claim asserted against any of the USALF Releasing Parties whether by any of the Sunrise/CNL Released Parties or any third party (including by, or on behalf of, any current or former resident of a Facility or his or her heirs, executors, administrators, successors, legal representatives and assigns) and which is primarily attributable to an act or omission of any or all of the Sunrise/CNL Released Parties.

(b) From and after the Effective Date, the Sunrise/CNL Parties for and on behalf of themselves and the other Sunrise/CNL Released Parties and all persons claiming by, through or under them (all hereinafter collectively referred to as the “Sunrise/CNL Releasing Parties” and together with the USALF Releasing Parties, the “Releasing Parties”) do hereby remise, release, acquit and forever discharge the USALF Released Parties of, from and against any and all manner of actions, causes of actions, suits, debts, dues, sums of money, compensation, accounts, obligations, liabilities, damages, judgments, claims and demands whatsoever, whether known or unknown, foreseen or unforeseen (regardless of by whom raised) in law or in equity (or mixed), which the Sunrise/CNL Releasing Parties, and/or any of them, now have, ever had or may ever have against the USALF Released Parties or any of them, singly or in any combination, on

account of, arising out of, under or with respect to, or relating to (i) the Operating Agreement and/or (ii) the Existing Management Agreements, and/or (iii) the MOMA, and/or (iv) the management, operation, or funding of Old JV or of Old JV’s direct or indirect subsidiaries and/or (v) the acquisition, ownership, development and/or management of the Facilities (collectively, the “Sunrise/CNL Claims” and together with the USALF Claims, the “Claims”), provided that the Sunrise/CNL Claims shall not include actions, causes of actions, suits, debts, dues, sums of money, compensation, accounts, obligations, liabilities, damages, judgments, claims and demands (x) arising out of the fraud, negligence and/or willful misconduct of the USALF Released Parties, (y) arising out of the duties and obligations of the USALF Released Parties under the PSA, the Documents and this Release, and/or (z) constituting a cross-claim, counter-claim or claim for indemnification or contribution by the Sunrise/CNL Releasing Parties against any or all of the USALF Released Parties that arises out of a claim asserted against any of the Sunrise/CNL Releasing Parties whether by any of the USALF Released Parties or any third party (including by, or on behalf of, any current or former resident of a Facility or his or her heirs, executors, administrators, successors, legal representatives and assigns) and which is primarily attributable to an act or omission of any or all of the USALF Released Parties.

2. Covenant Not to Sue. Notwithstanding anything to the contrary set forth in the Operating Agreement, (a) USALF hereby covenants and agrees, for and on behalf of itself and the other USALF Releasing Parties, that each USALF Releasing Party shall forever refrain, and is hereby estopped, from instituting, prosecuting, asserting or otherwise pursuing or pressing against any of the Sunrise/CNL Released Parties any of the USALF Claims and (b) the Sunrise/CNL Parties hereby covenant and agree, for and on behalf of themselves and the other Sunrise/CNL Releasing Parties, that each Sunrise/CNL Releasing Party shall forever refrain, and is hereby estopped, from instituting, prosecuting, asserting or otherwise pursuing or pressing against any of the USALF Released Parties any of the Sunrise/CNL Claims.

3. Governing Law. This Release shall be construed in accordance with and governed by the laws of the State of New York applicable to agreements executed in and to be performed in New York. The parties to this Release irrevocably submit to the sole and exclusive in personam jurisdiction of any federal or state court sitting in New York County, New York and waive any objections to the venue of a proceeding in any such court.

4. Integration; Amendment. This Release constitutes the sole agreement of the parties with respect to the subject matter hereof and supersedes all oral negotiations and prior writings with respect to the subject matter hereof. This Release may not be modified or amended except in a writing executed by all of the parties hereto.

5. Successors and Assigns. This Release (i) shall be binding upon each of the Releasing Parties and, where applicable, each of their respective heirs, executors, administrators, successors and assigns, and (ii) shall inure to the benefit of the Released Parties and their respective heirs, executors, administrators, successors and assigns.

6. Further Assurances. USALF and the Sunrise/CNL Parties each hereby covenants and agrees, for and on behalf of itself and the other Releasing Parties, that each Releasing Party shall cooperate with the Released Parties hereunder and shall execute and/or cause to be delivered to any or all such Released Parties such instruments and other documents, and shall

take such other actions, as any or all such Released Parties may reasonably request from time to time in order to effectuate or evidence the purposes and provisions of this Release.

7. Severability and Consistency. The illegality, unenforceability or inconsistency of any provisions of this Release shall not in any way affect or impair the legality, enforceability or consistency of the remaining provisions of this Release or any instrument or agreement executed in connection herewith.

[Signatures commence on the following page]

IN WITNESS WHEREOF, the undersigned have delivered this Release on the day and year first above written.


	US ASSISTED LIVING FACILITIES III, INC., a Delaware corporation

	By:
	Name:
	Title:

SUNRISE THIRD SENIOR LIVING HOLDINGS, LLC, a Delaware limited liability company

By: SUNRISE SENIOR LIVING INVESTMENTS, INC., its Managing Member

	By:
		Name:
		Title:

CC3 ACQUISITION, LLC, a Delaware limited liability company

By:	[ ], its Managing Member

	By:
		Name:
		Title:

SUNRISE SENIOR LIVING INVESTMENTS, INC.,a Virginia corporation


By:
		Name:
		Title:

SUNRISE SENIOR LIVING MANAGEMENT, INC., a Virginia corporation

By:
		Name:
		Title:

CNL INCOME PARTNERS, LP, a Delaware limited partnership

By:
		Name:
		Title:

Exhibit H

New Investor’s Access Schedule

Exhibit I

Seller’s Non-Imputation Affidavit

NON-IMPUTATION AFFIDAVIT


STATE OF				)


		) ss:.
COUNTY OF	)

The undersigned certifies as follows:

1. That the undersigned is presently a director of US Assisted Living Facilities III, Inc., a corporation (the “Company”), duly formed and in good standing in the State of Delaware. The Company is the passive investor member of Sunrise Third Senior Living Holdings LLC, the current beneficial owner of the Premises (as defined below), and the Company is not involved in the day-to-day operations relating to the Premises or the current beneficial owner. Sunrise Senior Living Investments, Inc., a Virginia corporation (“SSLII”) is presently the managing member of the Company.

2. That Fidelity National Title Insurance Company (the “Insurer”) has been requested to include a non-imputation endorsement as part of the title policy (the “Title Policy”) to be issued to (the “Insured”) with respect to the premises known as , , (the “Premises”), for the purpose of providing an assurance to the Insured under the Title Policy that the Insurer will not deny liability under the policy by reason of the possible imputation of knowledge by operation of law to the Insured.

3. That the undersigned, as an inducement to the Insurer to provide such an assurance, further states that, to the best of his knowledge and except as otherwise set forth in (i) the Insurer’s owner’s or mortgagee’s policy of title insurance; (ii) as would be disclosed by a complete and accurate survey of the Premises, including rights of parties in possession of the Premises; (iii) as is known to SSLII, except as to matters that are known to SSLII solely by imputation from the Company; or (iv) as set forth in Schedule A hereto:

(a) That there are no existing unrecorded deeds, land contracts, leases (except those leases disclosed herein or subleases thereunder and the rights of the residents at the assisted living facilities located on the Premises), options to purchase, mortgages, agreements or other instruments adversely affecting title to the Premises, and that the undersigned has no knowledge that the Company has done anything to create any lien, encumbrance, transfer of interest, constructive trust, or other equity, whatsoever, in the Premises;

(b) That there is no outstanding right, title, interest, lien or estate, in existence or being asserted in or against the Premises, except such as disclosed by the public records of the

counties wherein the Premises are located (excluding the rights of tenants under leases or subleases thereunder and the rights of residents at the assisted living facilities located on the Premises);

(c) That there are no judgments, decrees or orders, by any court or officer, for the payment of money against the Company, unsatisfied or not, before any court or before any officer of the United States. Nor is there any suit or proceeding, now pending, anywhere, which affects the Premises, except to the extent that said judgments and pending suits are covered by insurance or constitute Landlord and Tenant or Resident matters;

(d) That the undersigned make this affidavit to induce the Insurer to affix a non-imputation endorsement to the Title Policy to be issued to the Insured and realizes that the Insurer will rely upon the assurances and representations set forth herein and that without such assurances and representations, the Insurer would not issue the non-imputation endorsement; and

(e) As used herein, the term “knowledge” when used with reference to the undersigned means the current, actual (not constructive, imputed or implied) knowledge, without duty of inquiry, of the current officers and directors of the undersigned.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this

day of 201 .



		Name:

Sworn to me this day

of , 2010.

Notary Public

vii