10-K

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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                        to
Commission file number 1-08895

HCP, Inc.
(Exact name of registrant as specified in its charter)

Maryland	33-0091377
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3760 Kilroy Airport Way, Suite 300 Long Beach, California	90806 (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (562) 733-5100
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock	New York Stock Exchange

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ý  No o

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o  No ý

          Indicate by check mark whether the registrant; (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No o

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ý

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

          Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes o No ý

          State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $18.8 billion.

          As of February 4, 2013 there were 453,379,156 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the definitive Proxy Statement for the registrant's 2013 Annual Meeting of Stockholders have been incorporated by reference into Part III of this Report.

		Page Number
PART I
Item 1.	Business		3
Item 1A.	Risk Factors		13
Item 1B.	Unresolved Staff Comments		26
Item 2.	Properties		26
Item 3.	Legal Proceedings		32
Item 4.	Mine Safety Disclosures		32
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		33
Item 6.	Selected Financial Data		35
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		36
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		67
Item 8.	Financial Statements and Supplementary Data		69
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		69
Item 9A.	Controls and Procedures		69
Item 9B.	Other Information		72
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		72
Item 11.	Executive Compensation		72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		72
Item 13.	Certain Relationships and Related Transactions, and Director Independence		73
Item 14.	Principal Accountant Fees and Services		73
PART IV
Item 15.	Exhibits, Financial Statements and Financial Statement Schedules		73

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PART I

All references in this report to "HCP," the "Company," "we," "us" or "our" mean HCP, Inc. together with its consolidated subsidiaries. Unless the context suggests otherwise, references to "HCP, Inc." mean the parent company without its subsidiaries.

ITEM 1.    Business

Business Overview

        HCP, an S&P 500 company, invests primarily in real estate serving the healthcare industry in the United States. We are a Maryland corporation organized in 1985 to qualify as a self-administered real estate investment trust ("REIT"). We are headquartered in Long Beach, California, with offices in Nashville, Tennessee and San Francisco, California. We acquire, develop, lease, manage and dispose of healthcare real estate, and provide financing to healthcare providers. Our portfolio is comprised of investments in the following five healthcare segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. We make investments within our healthcare segments using the following five investment products: (i) properties under lease, (ii) debt investments, (iii) developments and redevelopments, (iv) investment management and (v) investments in senior housing operations utilizing the structure permitted by the Housing and Economic Recovery Act of 2008, which is commonly referred to as "RIDEA."

        The delivery of healthcare services requires real estate and, as a result, tenants and operators depend on real estate, in part, to maintain and grow their businesses. We believe that the healthcare real estate market provides investment opportunities due to the following:

•

Compelling demographics driving the demand for healthcare services;

•

Specialized nature of healthcare real estate investing; and

•

Ongoing consolidation of a fragmented healthcare real estate sector.

        Our website address is www.hcpi.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") are available on our website, free of charge, as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the United States ("U.S.") Securities and Exchange Commission ("SEC").

Healthcare Industry

        Healthcare is the single largest industry in the U.S. based on Gross Domestic Product ("GDP"). According to the National Health Expenditures report by the Centers for Medicare and Medicaid Services ("CMS"): (i) national health expenditures are projected to grow 3.8% in 2013 and 7.4% in 2014; (ii) the average compounded annual growth rate for national health expenditures, over the projection period of 2015 through 2021, is anticipated to be 6.2%; and (iii) the healthcare industry is projected to represent 17.8% of U.S. GDP in 2013.

        Senior citizens are the largest consumers of healthcare services. According to CMS, on a per capita basis, the 75-year and older segment of the population spends 76% more on healthcare than the 65 to 74-year-old segment and over 200% more than the population average.

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U.S. Population Over 65 Years Old

Source: U.S. Census Bureau, the Statistical Abstract of the United States.

Business Strategy

        Our primary goal is to increase shareholder value through profitable growth, which allows us to maintain or increase dividends per share to our shareholders. Our investment strategy to achieve this goal is based on three principles: (i) opportunistic investing, (ii) portfolio diversification and (iii) conservative financing.

Opportunistic Investing

        We make investment decisions that are expected to drive profitable growth and create shareholder value. We attempt to position ourselves to create and take advantage of situations to meet our goals and investment criteria.

Portfolio Diversification

        We believe in maintaining a portfolio of healthcare investments diversified by segment, geography, operator, tenant and investment product. We monitor, but do not limit, our investments based on the percentage of our total assets that may be invested in any one property type, investment product, geographic location, the number of properties which we may lease to a single operator or tenant, or loans we may make to a single borrower. With investments in multiple segments and investment products, we can focus on opportunities with the most attractive risk/reward profile for the portfolio as a whole. We may structure transactions as master leases, require operator or tenant insurance and indemnifications, obtain credit enhancements in the form of guarantees, letters of credit or security deposits, and take other measures to mitigate risk.

Conservative Financing

        We believe a conservative balance sheet is important to our ability to execute our opportunistic investing approach. We strive to maintain a conservative balance sheet by actively managing our debt-to-equity levels and maintaining multiple sources of liquidity, such as our revolving line of credit facility, access to capital markets and secured debt lenders, relationships with current and prospective institutional joint venture partners, and our ability to divest of assets. Our debt obligations are primarily fixed rate with staggered maturities, which reduces the impact of rising interest rates on our operations.

        We finance our investments based on our evaluation of available sources of funding. For short-term purposes, we may utilize our revolving line of credit facility or arrange for other short-term borrowings from banks or other sources. We arrange for longer-term financing through offerings of

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equity and debt securities, placement of mortgage debt and capital from other institutional lenders and equity investors.

        We specifically incorporate by reference into this section the information set forth in Item 7, "2012 Transaction Overview," included elsewhere in this report.

Competition

        Investing in real estate serving the healthcare industry is highly competitive. We face competition from other REITs, investment companies, pension funds, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers and other institutional investors, some of whom may have greater resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our objectives. Our ability to compete may also be impacted by national and local economic trends, availability of investment alternatives, availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends.

        Income from our facilities is dependent on the ability of our operators and tenants to compete with other companies on a number of different levels, including: the quality of care provided, reputation, the physical appearance of a facility, price and range of services offered, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location, the size and demographics of the population in surrounding areas, and the financial condition of our tenants and operators. Private, federal and state payment programs as well as the effect of laws and regulations may also have a significant influence on the profitability of our tenants and operators. For a discussion of the risks associated with competitive conditions affecting our business, see "Risk Factors" in Item 1A.

Healthcare Segments

        Senior housing.    At December 31, 2012, we had interests in 441 senior housing facilities, 21 of which are in a RIDEA structure. Excluding RIDEA properties, all of our senior housing facilities are leased to single tenants under triple-net lease structures. Senior housing facilities include assisted living facilities ("ALFs"), independent living facilities ("ILFs") and continuing care retirement communities ("CCRCs"), which cater to different segments of the elderly population based upon their personal needs. Services provided by our operators or tenants in these facilities are primarily paid for by the residents directly or through private insurance and are less reliant on government reimbursement programs such as Medicaid and Medicare. Our senior housing property types are further described below:

•

Assisted Living Facilities.  ALFs are licensed care facilities that provide personal care services, support and housing for those who need help with activities of daily living ("ADL"), such as bathing, eating and dressing, yet require limited medical care. The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents requiring memory care as a result of Alzheimer's disease or other forms of dementia. Levels of personal assistance are based in part on local regulations. At December 31, 2012, we had interests in 363 ALFs.

•

Independent Living Facilities.  ILFs are designed to meet the needs of seniors who choose to live in an environment surrounded by their peers with services such as housekeeping, meals and activities. These residents generally do not need assistance with ADL. However, in some of our

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facilities, residents have the option to contract for these services. At December 31, 2012, we had interests in 64 ILFs.

•

Continuing Care Retirement Communities.  CCRCs provide housing and health-related services under long-term contracts. This alternative is appealing to residents as it eliminates the need for relocating when health and medical needs change, thus allowing residents to "age in place." Some CCRCs require a substantial entry or buy-in fee and most also charge monthly maintenance fees in exchange for a living unit, meals and some health services. CCRCs typically require the individual to be in relatively good health and independent upon entry. At December 31, 2012, we had interests in 14 CCRCs.

        During the fourth quarter of 2012, we acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Emeritus continues to operate the communities pursuant to a new triple-net, master lease for the 129 properties guaranteed by Emeritus. For a more detailed description of the acquisition see Note 4 to the Consolidated Financial Statements.

        Our senior housing segment accounted for approximately 33%, 30% and 30% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our senior housing operator concentration for the year ended December 31, 2012:

Operators	Percentage of Segment Revenues		Percentage of Total Revenues
HCR ManorCare, Inc. ("HCR ManorCare")(1)		11		30
Emeritus Corporation ("Emeritus")(2)		23		8
Sunrise Senior Living Inc. ("Sunrise")(3)		15		5
Brookdale Senior Living, Inc. ("Brookdale")(4)		14		5

(1)

Percentage of total revenues includes revenues earned from both our senior housing and post-acute/skilled nursing facilities leased to HCR ManorCare.

(2)

Percentage of total revenues from Emeritus includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in our 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(3)

Certain of our properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. To determine our concentration of revenues generated from properties operated by Sunrise, we aggregate revenue from these tenants with revenue generated from the two properties that are leased directly to Sunrise.

(4)

Brookdale percentages do not include $143 million of senior housing revenues, related to 21 senior housing facilities that Brookdale operates on our behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of combined segment and total revenues associated Brookdale would be 36% and 12% respectively.

        Post-acute/skilled nursing.    At December 31, 2012, we had interests in 312 post-acute/skilled nursing facilities ("SNFs"). SNFs offer restorative, rehabilitative and custodial nursing care for people not requiring the more extensive and sophisticated treatment available at hospitals. Ancillary revenues and revenues from sub-acute care services are derived from providing services to residents beyond room and board and include occupational, physical, speech, respiratory and intravenous therapy, wound care, oncology treatment, brain injury care and orthopedic therapy as well as sales of pharmaceutical products and other services. Certain SNFs provide some of the foregoing services on an out-patient basis. Post-acute/skilled nursing services provided by our operators and tenants in these facilities are primarily paid for either by private sources or through the Medicare and Medicaid programs. All of our SNFs are leased to single tenants under triple-net lease structures.

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        Our post-acute/skilled nursing segment accounted for approximately 29%, 29% and 13% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our post-acute/skilled nursing operator/tenant concentration for the year ended December 31, 2012:

Operators/Tenants and Borrowers	Percentage of Segment Revenues		Percentage of Total Revenues
HCR ManorCare(1)		90		30

(1)

Percentage of total revenues includes revenues earned from both senior housing and post-acute/skilled nursing facilities leased to HCR ManorCare.

        Life science.    At December 31, 2012, we had interests in 113 life science properties, including four facilities owned by our Investment Management Platform. These properties contain laboratory and office space primarily for biotechnology, medical device and pharmaceutical companies, scientific research institutions, government agencies and other organizations involved in the life science industry. While these properties contain similar characteristics to commercial office buildings, they generally contain more advanced electrical, mechanical, and heating, ventilating, and air conditioning ("HVAC") systems. The facilities generally have specialty equipment including emergency generators, fume hoods, lab bench tops and related amenities. In many instances, life science tenants make significant investments to improve their leased space, in addition to landlord improvements, to accommodate biology, chemistry or medical device research initiatives. Life science properties are primarily configured in business park or campus settings and include multiple buildings. The business park and campus settings allow us the opportunity to provide flexible, contiguous/adjacent expansion to accommodate the growth of existing tenants. Our properties are located in well-established geographical markets known for scientific research, including San Francisco, San Diego and Salt Lake City. At December 31, 2012, 96% of our life science leases (based on leased square feet) were under triple-net structures.

        Our life science segment accounted for approximately 15%, 17% and 22% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our life science tenant concentration for the year ended December 31, 2012:

Tenants	Percentage of Segment Revenues		Percentage of Total Revenues
Genentech, Inc.		19		3
Amgen, Inc.		18		3

        Medical office.    At December 31, 2012, we had interests in 273 medical office buildings ("MOBs"), including 66 facilities owned by our Investment Management Platform. These facilities typically contain physicians' offices and examination rooms, and may also include pharmacies, hospital ancillary service space and outpatient services such as diagnostic centers, rehabilitation clinics and day-surgery operating rooms. While these facilities are similar to commercial office buildings, they require additional plumbing, electrical and mechanical systems to accommodate multiple exam rooms that may require sinks in every room, and special equipment such as x-ray machines. In addition, MOBs are often built to accommodate higher structural loads for certain equipment and may contain "vaults" or other specialized construction. Our MOBs are typically multi-tenant properties leased to healthcare providers (hospitals and physician practices), with approximately 77% of our MOBs, based on square feet, located on hospital campuses and 94% are affiliated with hospital systems. At December 31, 2012, 47% of our medical office leases (based on leased square feet) were under triple-net structures.

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        Our medical office segment accounted for approximately 18%, 19% and 25% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. During the year ended December 31, 2012, HCA, Inc. ("HCA"), as our tenant, contributed 14% of our medical office segment revenues.

        Our Investment Management Platform represents the following unconsolidated joint ventures: (i) HCP Ventures III, LLC, and HCP Ventures IV, LLC, which consists of MOB portfolios, and (ii) the HCP Life Science ventures. For a more detailed description of these unconsolidated joint ventures, see Note 8 to the Consolidated Financial Statements.

        Hospital.    At December 31, 2012, we had interests in 21 hospitals, including four facilities owned by our Investment Management Platform. Services provided by our operators and tenants in these facilities are paid for by private sources, third-party payors (e.g., insurance and Health Maintenance Organizations or "HMOs"), or through the Medicare and Medicaid programs. Our hospital property types include acute care, long-term acute care, specialty and rehabilitation hospitals. Our hospitals are generally leased to single tenants or operators under triple-net lease structures.

        Our hospital segment accounted for approximately 5%, 5% and 10% of total revenues for the years ended December 31, 2012, 2011 and 2010, respectively. The following table provides information about our hospital operator/tenant concentration for the year ended December 31, 2012:

Operators/Tenants and Borrowers	Percentage of Segment Revenues		Percentage of Total Revenues
HCA(1)		29		4
Tenet Healthcare Corporation		27		1

(1)

Percentage of total revenues from HCA includes revenues earned from both our medical office and hospital segments.

Investment Products

        Properties under lease.    We primarily generate revenue by leasing properties under long-term leases. Most of our rents and other earned income from leases are received under triple-net leases or leases that provide for a substantial recovery of operating expenses. However, some of our MOBs and life science facility rents are structured under gross or modified gross leases. Accordingly, for such gross or modified gross leases, we incur certain property operating expenses, such as real estate taxes, repairs and maintenance, property management fees, utilities and insurance.

        Our ability to grow income from properties under lease depends, in part, on our ability to (i) increase rental income and other earned income from leases by increasing rental rates and occupancy levels, (ii) maximize tenant recoveries and (iii) control non-recoverable operating expenses. Most of our leases include contractual annual base rent escalation clauses that are either predetermined fixed increases and/or are a function of an inflation index.

        Debt investments.    Our mezzanine loans are generally secured by a pledge of ownership interests of an entity or entities, which directly or indirectly own properties, and are subordinate to more senior debt, including mortgages and more senior mezzanine loans. Borrowers of our interests in mortgage and construction loans are typically healthcare providers and healthcare real estate generally secures these loans.

        Developments and redevelopments.    We generally commit to development projects that are at least 50% pre-leased or when we believe that market conditions will support speculative construction. We work closely with our local real estate service providers, including brokerage, property management, project management and construction management companies to assist us in evaluating development proposals and completing developments. Our development and redevelopment investments are primarily in our life science and medical office segments. Redevelopments are properties that require

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significant capital expenditures (generally more than 25% of acquisition cost or existing basis) to update, achieve stabilization or to change the primary use of the properties.

        Investment management.    We co-invest in real estate properties with institutional investors through joint ventures structured as partnerships or limited liability companies. We target institutional investors with long-term investment horizons who seek to benefit from our expertise in healthcare real estate. Predominantly, we retain noncontrolling interests in the joint ventures ranging from 20% to 30% and serve as the managing member. These ventures generally allow us to earn acquisition and asset management fees, and have the potential for promoted interests or incentive distributions based on performance of the joint venture.

        Operating properties ("RIDEA").    We may enter into contracts with healthcare operators to manage communities that are placed in a structure permitted by the Housing and Economic Recovery Act of 2008 (commonly referred to as "RIDEA"). Under the provisions of RIDEA, a REIT may lease "qualified healthcare properties" on an arm's length basis to a taxable REIT subsidiary ("TRS") if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." We view RIDEA as a structure primarily to be used on properties that present attractive valuation entry points and to drive growth by: (i) transitioning the asset to a new operator that can bring scale, operating efficiencies, and/or ancillary services; or (ii) investing capital to reposition the asset.

Portfolio Summary

        At December 31, 2012, we managed $21.3 billion of investments in our Owned Portfolio and Investment Management Platform. At December 31, 2012, we also owned $540 million of assets under development, including redevelopment, and land held for future development.

Owned Portfolio

        As of December 31, 2012, our leases and operating properties and debt investments in our Owned Portfolio consisted of the following (square feet and dollars in thousands):

											Year Ended December 31, 2012
				Investment(3)
	Number of Properties(1)								Total Investment				Interest Income(5)
Segment			Capacity(2)	Properties(1)		Debt					NOI(4)
Senior housing		441	45,669 Units	$	7,543,163	$	123,642		$	7,666,805	$	531,419	$	3,503
Post-acute/skilled		312	41,538 Beds		5,669,469		328,905			5,998,374		538,856		19,993
Life science		109	7,002 Sq. ft.		3,362,298		—			3,362,298		236,491		—
Medical office		207	14,274 Sq. ft.		2,613,254		—			2,613,254		202,547		—
Hospital		17	2,410 Beds		650,937		46,292	(6)		697,229		80,980		1,040
Total		1,086		$	19,839,121	$	498,839		$	20,337,960	$	1,590,293	$	24,536

(1)

Represents 1,065 properties under lease with an investment value of $19.1 billion and 21 operating properties under a RIDEA structure with an investment value of $759 million.

(2)

Senior housing facilities are measured in units (e.g., studio, one or two bedroom units). Life science facilities and medical office buildings are measured in square feet. SNFs and hospitals are measured in licensed bed count.

(3)

Property investments represent: (i) the carrying amount of real estate and intangibles, after adding back accumulated depreciation and amortization; and (ii) the carrying amount of direct financing leases. Debt investment represents the carrying amount of mezzanine, mortgage and other secured loan investments.

(4)

Net Operating Income from Continuing Operations ("NOI") is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate properties. For the reconciliation of NOI to net income for 2012, refer to Note 14 in our Consolidated Financial Statements.

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(5)

Interest income represents interest earned from our debt investments.

(6)

Includes a senior secured loan to Delphis Operations, L.P. ("Delphis") that was placed on non-accrual status effective January 1, 2011 with a carrying value of $31 million at December 31, 2012. For a more detailed description of the senior secured loan to Delphis, see Note 7 to the Consolidated Financial Statements.

        See Note 14 to the Consolidated Financial Statements for additional information on our business segments.

Developments and Redevelopments

        At December 31, 2012, in addition to our investments in properties under lease and debt investments, we have an aggregate investment of $540 million in assets under development, including redevelopment, and land held for future development, primarily in our life science and medical office segments.

Investment Management Platform

        As of December 31, 2012, our Investment Management Platform consisted of the following properties under lease (square feet and dollars in thousands):

Segment	Number of Properties		Capacity(1)	HCP's Ownership Interest	Joint Venture Investment(2)		Total Revenues		Total Operating Expenses
Medical office(3)		66	3,389 Sq. ft.	20 - 30%	$	729,831	$	72,421	$	30,870
Life science		4	278 Sq. ft.	50 - 63%		144,489		10,881		1,513
Hospital		4	149 Beds	20%		81,383		4,001		963
Total		74			$	955,703	$	87,303	$	33,346

(1)

Life science facilities and medical office buildings are measured in square feet.

(2)

Represents the joint ventures' carrying amount of real estate and intangibles, after adding back accumulated depreciation and amortization.

(3)

During 2010, one MOB was placed into redevelopment; its statistics are not included in the medical office information.

Employees of HCP

        At December 31, 2012, we had 149 full-time employees, none of whom are subject to a collective bargaining agreement.

Government Regulation, Licensing and Enforcement

Overview

        Our tenants and operators are typically subject to extensive and complex federal, state and local healthcare laws and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar laws governing the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressure in the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations are wide-ranging and can subject our tenants and operators to civil, criminal and administrative sanctions. Affected tenants and operators may find it increasingly difficult to comply with this complex and evolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight from several government agencies and the laws may vary from one jurisdiction to another. Changes in laws and regulations and reimbursement enforcement activity and regulatory non-compliance by our tenants and

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operators can all have a significant effect on their operations and financial condition, which in turn may adversely impact us, as detailed below and set forth under "Risk Factors" in Item 1A.

        Based on information primarily provided by our tenants and operators, excluding our medical office segment, at December 31, 2012 we estimate that approximately 18% and 14% of the annualized base rental payments received from our tenants and operators were dependent on Medicare and Medicaid reimbursement, respectively.

        The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.

Fraud and Abuse Enforcement

        There are various extremely complex federal and state laws and regulations governing healthcare providers' relationships and arrangements and prohibiting fraudulent and abusive practices by such providers. These laws include (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, (iii) federal and state physician self-referral laws (commonly referred to as the "Stark Law"), which generally prohibit referrals by physicians to entities with which the physician or an immediate family member has a financial relationship, (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information. Violations of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or "whistleblower" actions. Many of our operators and tenants are subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicable laws.

Reimbursement

        Sources of revenue for many of our tenants and operators include, among other sources, governmental healthcare programs, such as the federal Medicare program and state Medicaid programs, and non-governmental payors, such as insurance carriers and HMOs. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement for certain services provided by some of our tenants and operators.

Healthcare Licensure and Certificate of Need

        Certain healthcare facilities in our portfolio are subject to extensive federal, state and local licensure, certification and inspection laws and regulations. In addition, various licenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive materials and operate equipment. Many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion and closure of certain healthcare facilities. The

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approval process related to state certificate of need laws may impact some of our tenants' and operators' abilities to expand or change their businesses.

Life Science Facilities

        While certain of our life science tenants include some well-established companies, other such tenants are less established and, in some cases, may not yet have a product approved by the Food and Drug Administration or other regulatory authorities for commercial sale. Creating a new pharmaceutical product or medical device requires substantial investments of time and money, in part, because of the extensive regulation of the healthcare industry; it also entails considerable risk of failure in demonstrating that the product is safe and effective and in gaining regulatory approval and market acceptance.

Senior Housing Entrance Fee Communities

        Certain of the senior housing facilities mortgaged to or owned by us are operated as entrance fee communities. Generally, an entrance fee is an upfront fee or consideration paid by a resident, a portion of which may be refundable, in exchange for some form of long-term benefit. Some of the entrance fee communities are subject to significant state regulatory oversight, including, for example, oversight of each facility's financial condition, establishment and monitoring of reserve requirements and other financial restrictions, the right of residents to cancel their contracts within a specified period of time, lien rights in favor of the residents, restrictions on change of ownership and similar matters.

Americans with Disabilities Act (the "ADA")

        Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are "public accommodations" as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. To date, we have not received any notices of noncompliance with the ADA that have caused us to incur substantial capital expenditures to address ADA concerns. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations pursuant to the ADA is an ongoing one, and we continue to assess our properties and make modifications as appropriate in this respect.

Environmental Matters

        A wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare facility operations. These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of the potential offender. Some of these federal and state statutes may directly impact us. Under various federal, state and local environmental laws, ordinances and regulations, an owner of real property or a secured lender, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposed of in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages for injuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner's or secured lender's liability therefore could exceed or impair the value of the property, and/or the assets of the owner or secured lender. In addition, the presence of such substances, or the failure to properly dispose of or remediate such substances, may adversely affect the owner's ability to sell or rent such property or to borrow using such property as collateral which, in turn, could reduce our revenues. For a description of the risks associated with environmental matters, see "Risk Factors" in Item 1A of this report.

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ITEM 1A.    Risk Factors

The section below discusses the most significant risk factors that may materially adversely affect our business, results of operations and financial condition.

        As set forth below, we believe that the risks facing our company generally fall into the following categories:

•

Risks related to our business; and

•

Risks related to tax matters, including REIT-related risks.

Risks Related to Our Business

Volatility or disruption in the financial markets may impair our ability to raise capital, obtain new financing or refinance existing obligations and fund real estate and development activities.

        The global financial markets recently have experienced pervasive and fundamental disruptions. While these conditions have stabilized since the first quarter of 2009 and the capital markets generally have shown signs of improvement, the sustainability of an economic recovery is uncertain and additional levels of market disruption and volatility could materially adversely impact our ability to raise capital, obtain new financing or refinance our existing obligations as they mature and fund real estate and development activities.

        Market volatility could also lead to significant uncertainty in the valuation of our investments and those of our joint ventures, that may result in a substantial decrease in the value of our properties and those of our joint ventures. As a result, we may not be able to recover the carrying amount of such investments and the associated goodwill, if any, which may require us to recognize impairment charges in earnings.

We rely on external sources of capital to fund future capital needs and limitations on our access to such capital could have a materially adverse effect on our ability to meet commitments as they become due or make future investments necessary to grow our business.

        We may not be able to fund all future capital needs from cash retained from operations. If we are unable to obtain enough internal capital, we may need to rely on external sources of capital (including debt and equity financing) to fulfill our capital requirements. If we cannot access these external sources of capital, we may not be able to make the investments needed to grow our business and to meet our obligations and commitments as they mature. Our access to capital depends upon a number of factors, some of which we have little or no control over, including but not limited to:

•

general availability of credit and market conditions, including rising interest rates and increased borrowing cost;

•

the market price of the shares of our equity securities and the credit ratings of our debt and preferred securities;

•

the market's perception of our growth potential and our current and potential future earnings and cash distributions;

•

our degree of financial leverage and operational flexibility;

•

the financial integrity of our lenders, which might impair their ability to meet their commitments to us or their willingness to make additional loans to us, and our inability to replace the financing commitment of any such lender on favorable terms, or at all;

•

the stability in the market value of our properties;

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•

the financial performance and general market perception of our operators, tenants and borrowers;

•

changes in the credit ratings on U.S. government debt securities or default or delay in payment by the United States of its obligations; and

•

issues facing the healthcare industry, including, but not limited to, healthcare reform and changes in government reimbursement policies.

        If our access to capital is limited by these factors or other factors, it could have a material adverse impact on our ability to fund operations, refinance our debt obligations, fund dividend payments, acquire properties and development activities.

Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all, and negatively impact the market price of our securities, including our common stock.

        The credit ratings of our senior unsecured debt are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings and in the event that our current credit ratings deteriorate, we would likely incur higher borrowing costs and it may be more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. Also, a downgrade in our credit ratings would trigger additional costs or other potentially negative consequences under our current and future credit facilities and debt instruments.

Our level of indebtedness may increase and materially adversely affect our future operations.

        Our outstanding indebtedness as of December 31, 2012 was approximately $8.7 billion. We may incur additional indebtedness in the future, including in connection with the development or acquisition of assets, which may be substantial. Any significant additional indebtedness could negatively affect the credit ratings of our debt and require us to dedicate a substantial portion of our cash flow to interest and principal payments due on our indebtedness. Greater demands on our cash resources may reduce funds available to us to pay dividends, conduct development activities, make capital expenditures and acquisitions, or carry out other aspects of our business strategy. Increased indebtedness can also limit our ability to adjust rapidly to changing market conditions, make us more vulnerable to general adverse economic and industry conditions and create competitive disadvantages for us compared to other companies with relatively lower debt levels. Increased future debt service obligations may limit our operational flexibility, including our ability to finance or refinance our properties, contribute properties to joint ventures or sell properties as needed.

Covenants related to our indebtedness limit our operational flexibility and breaches of these covenants could materially adversely affect our business, results of operations and financial condition.

        Our unsecured credit facilities, unsecured debt securities and secured debt and other indebtedness that we may incur in the future, require or will require us to comply with a number of customary financial and other covenants, such as maintaining certain levels of debt service coverage and leverage ratio, tangible net worth requirements and maintaining REIT status. Our continued ability to incur additional debt and to conduct business in general is subject to compliance with these financial and other covenants, which limit our operational flexibility. For example, mortgages on our properties contain customary covenants such as those that limit or restrict our ability, without the consent of the lender, to further encumber or sell the applicable properties, or to replace the applicable tenant or operator. Breaches of certain covenants may result in defaults under the mortgages on our properties

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and cross-defaults under certain of our other indebtedness, even if we satisfy our payment obligations to the respective obligee. Additionally, defaults under the leases or operating agreements related to mortgaged properties, including defaults associated with the bankruptcy of the applicable tenant or operator, may result in a default under the underlying mortgage and cross-defaults under certain of our other indebtedness. Covenants that limit our operational flexibility as well as defaults under our debt instruments could materially adversely affect our business, results of operations and financial condition.

An increase in interest rates could increase interest cost on new debt, and could materially adversely impact our ability to refinance existing debt, sell assets and limit our acquisition, investment and development activities.

        If interest rates increase, so could our interest costs for any new debt. This increased cost could make the financing of any acquisition and development activity more costly. Rising interest rates could limit our ability to refinance existing debt when it matures, or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to reposition our portfolio promptly in response to changes in economic or other conditions.

We depend on a limited number of operators and tenants that account for a large percentage of our revenues.

        During the year ended December 31, 2012, approximately 48% of our revenues were generated by our leasing or financial arrangements with the following four companies: HCR ManorCare (30%); Emeritus (8%); Sunrise (5%); and Brookdale (5%). The failure, inability or unwillingness of these operators or tenants to meet their obligations to us could materially reduce our cash flow as well as our results of operations, which could in turn reduce the amount of dividends we pay, cause our stock price to decline and have other material adverse effects on our business, results of operations and financial condition.

        In addition, any failure by these operators or tenants to effectively conduct their operations or to maintain and improve our properties could adversely affect their business reputation and their ability to attract and retain patients and residents in our properties, which could have a material adverse effect on our business, results of operations and financial condition. These operators and tenants generally have also agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses, and we cannot provide any assurance that they will have sufficient assets, income, access to financing and insurance coverage to enable it to satisfy its indemnification obligations.

Economic and other conditions that negatively affect geographic areas to which a greater percentage of our revenue is attributed could materially adversely affect our business, results of operations and financial condition.

        For the year ended December 31, 2012, approximately 44% of our revenue was derived from properties located in California (22%), Texas (12%) and Florida (10%). As a result, we are subject to increased exposure to adverse conditions affecting these regions, including downturns in the local economies or changes in local real estate conditions, increased competition or decreased demand, and changes in state-specific legislation, which could adversely affect our business and results of operations.

The bankruptcy, insolvency or financial deterioration of one or more of our major operators or tenants may materially adversely affect our business, results of operations and financial condition.

        We lease our properties directly to operators in most cases, and in certain other cases, we lease to third-party tenants who enter into long-term management agreements with operators to manage the

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properties. Although our leases, financing arrangements and other agreements with our tenants and operators generally provide us the right under specified circumstances to terminate a lease, evict an operator or tenant, or demand immediate repayment of certain obligations to us, the bankruptcy and insolvency laws afford certain rights to a party that has filed for bankruptcy or reorganization that may render certain of these remedies unenforceable, or at the least, delay our ability to pursue such remedies. For example, we cannot evict a tenant or operator solely because of its bankruptcy filing. A debtor has the right to assume, or to assume and assign to a third party, or to reject its unexpired contracts in a bankruptcy proceeding. If a debtor were to reject its leases with us, our claim against the debtor for unpaid and future rents would be limited by the statutory cap set forth in the U.S. Bankruptcy Code, which may be substantially less than the remaining rent actually owed under the lease. In addition, the inability of our tenants or operators to make payments or comply with certain other lease obligations may affect our compliance with certain covenants contained in our debt securities, credit facilities and the mortgages on the properties leased or managed by such tenants and operators. In addition, under certain conditions, defaults under the underlying mortgages may result in cross-default under our other indebtedness. Although we believe that we would be able to secure amendments under the applicable agreements in those circumstances, the bankruptcy of an applicable operator or tenant may potentially result in less favorable borrowing terms than currently available, delays in the availability of funding or other material adverse consequences. In addition, many of our facilities are leased to healthcare providers who provide long-term custodial care to the elderly; evicting such operators for failure to pay rent while the facility is occupied may be a difficult and slow process and may not be successful.

Our operators and tenants may not procure the necessary insurance to adequately insure against losses.

        Our leases generally require our tenants and operators to secure and maintain comprehensive liability and property insurance that covers us, as well as the tenants and operators. Some types of losses may not be adequately insured by our tenants and operators. Should an uninsured loss or a loss in excess of insured limits occur, we could incur liability or lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenues from the property. In such an event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. We continually review the insurance maintained by our tenants and operators and believe the coverage provided to be customary for similarly situated companies in our industry. However, we cannot assure you that material uninsured losses, or losses in excess of insurance proceeds, will not occur in the future.

Our operators and tenants are faced with litigation and may experience rising liability and insurance costs.

        In some states, advocacy groups have been created to monitor the quality of care at healthcare facilities and these groups have brought litigation against the operators and tenants of such facilities. Also, in several instances, private litigation by patients has succeeded in winning large damage awards for alleged abuses. The effect of this litigation and other potential litigation may materially increase the costs incurred by our operators and tenants for monitoring and reporting quality of care compliance. In addition, their cost of liability and medical malpractice insurance can be significant and may increase so long as the present healthcare litigation environment continues. Cost increases could cause our operators to be unable to make their lease or mortgage payments or fail to purchase the appropriate liability and malpractice insurance, potentially decreasing our revenues and increasing our collection and litigation costs. In addition, as a result of our ownership of healthcare facilities, we may be named as a defendant in lawsuits allegedly arising from the actions of our operators or tenants, for which claims such operators and tenants have agreed to indemnify, defend and hold us harmless from and against, but which may require unanticipated expenditures on our part.

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Operators and tenants that fail to comply with the requirements of, or changes to, governmental reimbursement programs such as Medicare or Medicaid, may cease to operate or be unable to meet their financial and other contractual obligations to us.

        Certain of our operators and tenants are affected by an extremely complex set of federal, state and local laws and regulations that are subject to frequent and substantial changes (sometimes applied retroactively) resulting from legislation, adoption of rules and regulations, and administrative and judicial interpretations of existing law. See "Item 1—Business—Government Regulation, Licensing and Enforcement" above. For example, to the extent that any of our operators or tenants receive a significant portion of their revenues from governmental payors, primarily Medicare and Medicaid, such revenues may be subject to:

•

statutory and regulatory changes;

•

retroactive rate adjustments;

•

recovery of program overpayments or set-offs;

•

administrative rulings;

•

policy interpretations;

•

payment or other delays by fiscal intermediaries or carriers;

•

government funding restrictions (at a program level or with respect to specific facilities); and

•

interruption or delays in payments due to any ongoing governmental investigations and audits at such property.

        In recent years, governmental payors have frozen or reduced payments to healthcare providers due to budgetary pressures. Healthcare reimbursement will likely continue to be of significant importance to federal and state authorities. We cannot make any assessment as to the ultimate timing or the effect that any future legislative reforms may have on our operators' and tenants' costs of doing business and on the amount of reimbursement by government and other third-party payors. The failure of any of our operators or tenants to comply with these laws, requirements and regulations could materially adversely affect their ability to meet their financial and contractual obligations to us.

Legislation to address the federal government's projected operating deficit could have a material adverse effect on our operators' liquidity, financial condition or results of operations.

        Congress may consider legislation to address the fiscal condition of the United States that may include entitlement reform, tax reform, reductions in domestic discretionary spending, budget sequestration of certain non-defense discretionary federal programs, and an increase in the national debt limit that could have a material adverse effect on our operators' liquidity, financial condition or results of operations. In particular, Congress may consider legislation affecting the funding of entitlement programs such as Medicare, Medicaid and Medicare Advantage Plans that may result in reductions in funding and reimbursements to providers; tax reform that may impact corporate and individual tax rates and retirement plans; and an increase in the federal debt limit that may have an impact on credit markets. Additionally, the Administration may implement proposals under current law or legislation that may be approved by Congress that could modify the delivery of services and benefits under Medicare, Medicaid or Medicare Advantage Plans. Such changes could have a material adverse effect on our operators' liquidity, financial condition or results of operations, which could adversely affect their ability to satisfy their obligations to us and could have a material adverse effect on us.

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Operators and tenants that fail to comply with federal, state and local licensure, certification and inspection laws and regulations may cease to operate or be unable to meet their financial and other contractual obligations to us.

        Certain of our operators and tenants are subject to extensive federal, state, local and industry-related licensure, certification and inspection laws, regulations and standards. Our operators' or tenants' failure to comply with any of these laws, regulations or standards could result in loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from federal and state healthcare programs, loss of license or closure of the facility. For example, certain of our properties may require a license, registration and/or certificate of need to operate. Failure of any operator or tenant to obtain a license, registration or certificate of need, or loss of a required license, registration or certificate of need, would prevent a facility from operating in the manner intended by such operator or tenant. Additionally, failure of our operators and tenants to generally comply with applicable laws and regulations may have an adverse effect on facilities owned by or mortgaged to us, and therefore may materially adversely impact us. See "Item 1—Business—Government Regulation, Licensing and Enforcement—Healthcare Licensure and Certificate of Need" above.

Increased competition, as well as an inability to grow revenues as originally forecast, have resulted and may further result in lower net revenues for some of our operators and tenants and may affect their ability to meet their financial and other contractual obligations to us.

        The healthcare industry is highly competitive and can become more competitive in the future. The occupancy levels at, and rental income from, our facilities is dependent on our ability and the ability of our operators and tenants to maintain and increase such levels and income and to compete with entities that have substantial capital resources. These entities compete with other operators and tenants on a number of different levels, including the quality of care provided, reputation, the physical appearance of a facility, price, the range of services offered, family preference, alternatives for healthcare delivery, the supply of competing properties, physicians, staff, referral sources, location and the size and demographics of the population in the surrounding area. Private, federal and state payment programs and the effect of laws and regulations may also have a significant influence on the profitability of the properties and their tenants. Our operators and tenants also compete with numerous other companies providing similar healthcare services or alternatives such as home health agencies, life care at home, community-based service programs, retirement communities and convalescent centers. Such competition, which has intensified due to overbuilding in some segments in which we invest, has caused the occupancy rate of newly constructed buildings to slow and the monthly rate that many newly built and previously existing facilities were able to obtain for their services to decrease. We cannot be certain that the operators and tenants of all of our facilities will be able to achieve occupancy and rate levels that will enable them to meet all of their obligations to us. Further, many competing companies may have resources and attributes that are superior to those of our operators and tenants. Thus, our operators and tenants may encounter increased competition in the future that could limit their ability to maintain or attract residents or expand their businesses which could materially adversely affect their ability to meet their financial and other contractual obligations to us, potentially decreasing our revenues, impairing our assets, and increasing our collection and dispute costs.

Our tenants in the life science industry face high levels of regulation, expense and uncertainty.

        Life science tenants, particularly those involved in developing and marketing pharmaceutical products, are subject to certain unique risks, as follows:

•

some of our tenants require significant outlays of funds for the research, development and clinical testing of their products and technologies. If private investors, the government or other sources of funding are unavailable to support such activities, a tenant's business may be adversely affected or fail;

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•

the research, development, clinical testing, manufacture and marketing of some of our tenants' products require federal, state and foreign regulatory approvals which may be costly or difficult to obtain;

•

even after a life science tenant gains regulatory approval and market acceptance, the product may still present significant regulatory and liability risks, including, among others, the possible later discovery of safety concerns, competition from new products, and ultimately the expiration of patent protection for the product;

•

our tenants with marketable products may be adversely affected by healthcare reform and the reimbursement policies of government or private healthcare payors; and

•

our tenants may be unable to adequately protect their intellectual property under patent, copyright or trade secret laws.

        We cannot assure you that our life science tenants will be successful in their businesses. If our tenants' businesses are adversely affected, they may have difficulty making payments to us, which could materially adversely affect our business, results of operations and financial condition.

We may be unable to successfully foreclose on the collateral securing our real estate-related loans, and even if we are successful in our foreclosure efforts, we may be unable to successfully operate, occupy or reposition the underlying real estate, which may adversely affect our ability to recover our investments.

        If an operator or tenant defaults under one of our mortgages or mezzanine loans, we may have to foreclose on the loan or protect our interest by acquiring title to the collateral and thereafter making substantial improvements or repairs in order to maximize the property's investment potential. In some cases, as noted above, the collateral consists of the equity interests in an entity that directly or indirectly owns the applicable real property or interests in operating facilities and, accordingly, we may not have full recourse to assets of that entity. Operators, tenants or borrowers may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against our exercise of enforcement or other remedies and/or bring claims for lender liability in response to actions to enforce mortgage obligations. Foreclosure-related costs, high loan-to-value ratios or declines in the value of the facility may prevent us from realizing an amount equal to our mortgage or mezzanine loan upon foreclosure, and we may be required to record valuation allowance for such losses. Even if we are able to successfully foreclose on the collateral securing our real estate-related loans, we may inherit properties for which we may be unable to expeditiously seek tenants or operators, if at all, which would adversely affect our ability to fully recover our investment.

Required regulatory approvals can delay or prohibit transfers of our healthcare facilities.

        Transfers of healthcare facilities to successor tenants or operators may be subject to regulatory approvals or ratifications, including, but not limited to, change of ownership approvals under certificate of need laws and Medicare and Medicaid provider arrangements that are not required for transfers of other types of commercial operations and other types of real estate. The replacement of any tenant or operator could be delayed by the regulatory approval process of any federal, state or local government agency necessary for the transfer of the facility or the replacement of the operator licensed to manage the facility. If we are unable to find a suitable replacement tenant or operator upon favorable terms, or at all, we may take possession of a facility, which might expose us to successor liability or require us to indemnify subsequent operators to whom we might transfer the operating rights and licenses, all of which may materially adversely affect our business, results of operations, and financial condition.

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Competition may make it difficult to identify and purchase, or develop, suitable healthcare facilities, to grow our investment portfolio.

        We face significant competition from other REITs, investment companies, private equity and hedge fund investors, sovereign funds, healthcare operators, lenders, developers and other institutional investors, some of whom may have greater resources and lower costs of capital than we do. Increased competition makes it more challenging for us to identify and successfully capitalize on opportunities that meet our business goals and could improve the bargaining power of property owners seeking to sell, thereby impeding our investment, acquisition and development activities. If we cannot capitalize on our development pipeline, identify and purchase a sufficient quantity of healthcare facilities at favorable prices or if we are unable to finance acquisitions on commercially favorable terms, our business, results of operations and financial condition may be materially adversely affected.

We may be required to incur substantial renovation costs to make certain of our healthcare properties suitable for other operators and tenants.

        Healthcare facilities are typically highly customized and may not be easily adapted to non-healthcare-related uses. The improvements generally required to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure, are costly and at times tenant-specific. A new or replacement operator or tenant may require different features in a property, depending on that operator's or tenant's particular operations. If a current operator or tenant is unable to pay rent and vacates a property, we may incur substantial expenditures to modify a property before we are able to secure another operator or tenant. Also, if the property needs to be renovated to accommodate multiple operators or tenants, we may incur substantial expenditures before we are able to re-lease the space. These expenditures or renovations may materially adversely affect our business, results of operations and financial condition.

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We face additional risks associated with property development that can render a project less profitable or not profitable at all and, under certain circumstances, prevent completion of development activities once undertaken.

        Large-scale, ground-up development of healthcare properties presents additional risks for us, including risks that:

•

a development opportunity may be abandoned after expending significant resources resulting in the loss of deposits or failure to recover expenses already incurred;

•

the development and construction costs of a project may exceed original estimates due to increased interest rates and higher materials, transportation, labor, leasing or other costs, which could make the completion of the development project less profitable;

•

construction and/or permanent financing may not be available on favorable terms or at all;

•

the project may not be completed on schedule, which can result in increases in construction costs and debt service expenses as a result of a variety of factors that are beyond our control, including natural disasters, labor conditions, material shortages, regulatory hurdles, civil unrest and acts of war; and

•

occupancy rates and rents at a newly completed property may not meet expected levels and could be insufficient to make the property profitable.

        These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our use of joint ventures may limit our flexibility with jointly owned investments.

        We have and may continue in the future to develop and/or acquire properties in joint ventures with other persons or entities when circumstances warrant the use of these structures. Our participation in joint ventures is subject to risks that may not be present with other methods of ownership, including:

•

we could experience an impasse on certain decisions because we do not have sole decision-making authority, which could require us to expend additional resources on resolving such impasses or potential disputes, including litigation or arbitration;

•

our joint venture partners could have investment goals that are not consistent with our investment objectives, including the timing, terms and strategies for any investments;

•

our ability to transfer our interest in a joint venture to a third party may be restricted;

•

our joint venture partners might become bankrupt, fail to fund their share of required capital contributions or fail to fulfill their obligations as a joint venture partner, which may require us to infuse our own capital into the venture on behalf of the partner despite other competing uses for such capital; and

•

our joint venture partners may have competing interests in our markets that could create conflict of interest issues.

From time to time, we acquire other companies and if we are unable to successfully integrate these operations, our business, results of operations and financial condition may be materially adversely affected.

        Acquisitions require the integration of companies that have previously operated independently. Successful integration of the operations of these companies depends primarily on our ability to consolidate operations, systems, procedures, properties and personnel and to eliminate redundancies and costs. We may encounter difficulties in these integrations. Potential difficulties associated with

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acquisitions include the loss of key employees, the disruption of our ongoing business or that of the acquired entity, possible inconsistencies in standards, controls, procedures and policies and the assumption of unexpected liabilities, including:

•

liabilities relating to the clean-up or remediation of undisclosed environmental conditions;

•

unasserted claims of vendors or other persons dealing with the seller;

•

liabilities, claims and litigation, whether or not incurred in the ordinary course of business, relating to periods prior to our acquisition;

•

claims for indemnification by general partners, directors, officers and others indemnified by the seller; and

•

liabilities for taxes relating to periods prior to our acquisition.

        In addition, the acquired companies and their properties may fail to perform as expected, including in respect of estimated cost savings. Inaccurate assumptions regarding future rental or occupancy rates could result in overly optimistic estimates of future revenues. Similarly, we may underestimate future operating expenses or the costs necessary to bring properties up to standards established for their intended use. If we have difficulties with any of these areas, or if we later discover additional liabilities or experience unforeseen costs relating to our acquired companies, we might not achieve the economic benefits we expect from our acquisitions, and this may materially adversely affect our business, results of operations and financial condition.

From time to time we have made, and in the future we may seek to make, one or more material acquisitions, which may involve the expenditure of significant funds.

        We regularly review potential transactions in order to maximize shareholder value and believe that currently there are available a number of acquisition opportunities that would be complementary to our business, given the recent industry consolidation trend. In connection with our review of such transactions, we regularly engage in discussions with potential acquisition candidates, some of which are material. Any future acquisitions could require the issuance of securities, the incurrence of debt, assumption of contingent liabilities or incurrence of significant expenditures, any of which could materially adversely impact our business, financial condition or results of operations. In addition, the financing required for such acquisitions may not be available on commercially favorable terms or at all.

Loss of our key personnel could temporarily disrupt our operations and adversely affect us.

        We are dependent on the efforts of our executive officers, and competition for these individuals is intense. Although our chief executive officer, chief financial officer, chief investment officer and general counsel have employment agreements with us, we cannot assure you that they will remain employed with us. The loss or limited availability of the services of any of our executive officers, or our inability to recruit and retain qualified personnel in the future, could, at least temporarily, have a material adverse effect on our business, results of operations and financial condition and be negatively perceived in the capital markets.

Unfavorable resolution of litigation matters and disputes, could have a material adverse effect on our financial condition.

        From time to time, we are involved in legal proceedings, lawsuits and other claims. We may also be named as defendants in lawsuits allegedly arising out of our actions or the actions of our operators and tenants in which such operators and tenants have agreed to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with their respective businesses. An unfavorable resolution of litigation may have a material adverse effect on our

22

business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. There can be no assurance that we will be able to prevail in, or achieve a favorable settlement of, litigation. In addition, litigation, government proceedings or environmental matters could lead to increased costs or interruption of our normal business operations.

We may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.

        We maintain comprehensive insurance coverage on our properties with terms, conditions, limits and deductibles that we believe are adequate and appropriate given the relative risk and costs of such coverage, and we continually review the insurance maintained by us. However, a large number of our properties are located in areas exposed to earthquake, windstorm, flood and other natural disasters and may be subject to other losses. In particular, our life science portfolio is concentrated in areas known to be subject to earthquake activity. While we purchase insurance for earthquake, windstorm, flood and other natural disasters that we believe is adequate in light of current industry practice and analysis prepared by outside consultants, there is no assurance that such insurance will fully cover such losses. These losses can decrease our anticipated revenues from a property and result in the loss of all or a portion of the capital we have invested in a property. The insurance market for such exposures can be very volatile and we may be unable to purchase the limits and terms we desire on a commercially reasonable basis in the future. In addition, there are certain exposures where insurance is not purchased as we do not believe it is economically feasible to do so or where there is no viable insurance market.

Environmental compliance costs and liabilities associated with our real estate related investments may materially impair the value of those investments.

        Under various federal, state and local laws, ordinances and regulations, as a current or previous owner of real estate, we may be required to investigate and clean up certain hazardous or toxic substances or petroleum released at a property, and may be held liable to a governmental entity or to third parties for property damage and for investigation and cleanup costs incurred by the third parties in connection with the contamination. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination. Although we (i) currently carry environmental insurance on our properties in an amount and subject to deductibles that we believe are commercially reasonable, and (ii) generally require our operators and tenants to undertake to indemnify us for environmental liabilities they cause, such liabilities could exceed the amount of our insurance, the financial ability of the tenant or operator to indemnify us or the value of the contaminated property. The presence of contamination or the failure to remediate contamination may materially adversely affect our ability to sell or lease the real estate or to borrow using the real estate as collateral. As the owner of a site, we may also be held liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the site. Although we are generally indemnified by the current operators or tenants of our properties for contamination caused by them, these indemnities may not adequately cover all environmental costs. We may also experience environmental liabilities arising from conditions not known to us.

The impact of the comprehensive healthcare regulation enacted in 2010 on us and operators and tenants cannot accurately be predicted.

        Legislative proposals are introduced or proposed in Congress and in some state legislatures each year that would affect major changes in the healthcare system, either nationally or at the state level.

23

Notably, in March 2010, President Obama signed into law the Patient Protection and Affordable Care Act, along with the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"). The passage of the Affordable Care Act has resulted in comprehensive reform legislation that is expected to expand healthcare coverage to millions of currently uninsured people beginning in 2014 and provide for significant changes to the U.S. healthcare system over the next ten years. To help fund this expansion, the Affordable Care Act outlines certain reductions in Medicare reimbursements for various healthcare providers, including long-term acute care hospitals and skilled nursing facilities, as well as certain other changes to Medicare payment methodologies. This comprehensive healthcare legislation provides for extensive future rulemaking by regulatory authorities, and also may be altered or amended. We cannot accurately predict whether any pending legislative proposals will be adopted or, if adopted, what effect, if any, these proposals would have on our operators and tenants and, thus, our business. Similarly, while we can anticipate that some of the rulemaking that will be promulgated by regulatory authorities will affect our operators and tenants and the manner in which they are reimbursed by the federal healthcare programs, we cannot accurately predict today the impact of those regulations on our operators and tenants and thus on our business.

        The Supreme Court's decision upholding the constitutionality of the individual mandate while striking down the provisions linking federal funding of state Medicaid programs with a federally mandated expansion of those programs has not reduced the uncertain impact that the law will have on healthcare delivery systems over the next decade. We can expect that the federal authorities will continue to implement the law, but, because of the Court's mixed ruling, the implementation will take longer than originally expected, with a commensurate increase in the period of uncertainty regarding the law's full long term financial impact on the delivery of and payment for healthcare.

Risk Related to Tax, including REIT-Related risks

Loss of our tax status as a REIT would substantially reduce our available funds and would have material adverse consequences for us and the value of our common stock.

        Qualification as a REIT involves the application of numerous highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the "Code"), for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. We intend to continue to operate in a manner that enables us to qualify as a REIT. However, our qualification and taxation as a REIT depend upon our ability to meet, through actual annual operating results, asset diversification, distribution levels and diversity of stock ownership, the various qualification tests imposed under the Code. For example, to qualify as a REIT, at least 95% of our gross income in any year must be derived from qualifying sources, and we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income, excluding net capital gains. In addition, new legislation, regulations, administrative interpretations or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is materially adverse to our stockholders. Accordingly, there is no assurance that we have operated or will continue to operate in a manner so as to qualify or remain qualified as a REIT.

        If we lose our REIT status, we will face serious tax consequences that will substantially reduce the funds available to make payments of principal and interest on the debt securities we issue and to make distributions to stockholders. If we fail to qualify as a REIT:

•

we will not be allowed a deduction for distributions to stockholders in computing our taxable income;

•

we will be subject to corporate-level income tax, including any applicable alternative minimum tax, on our taxable income at regular corporate rates;

24

•

we could be subject to increased state and local income taxes; and

•

unless we are entitled to relief under relevant statutory provisions, we will be disqualified from taxation as a REIT for the four taxable years following the year during which we fail to qualify as a REIT.

        As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital and could materially adversely affect the value of our common stock.

We could have potential deferred and contingent tax liabilities from corporate acquisitions that could limit, delay or impede future sales of our properties.

        If, during the ten-year period beginning on the date we acquire certain companies, we recognize gain on the disposition of any property acquired, then, to the extent of the excess of (i) the fair market value of such property as of the acquisition date over (ii) our adjusted income tax basis in such property as of that date, we will be required to pay a corporate-level federal income tax on this gain at the highest regular corporate rate. There can be no assurance that these triggering dispositions will not occur, and these requirements could limit, delay or impede future sales of our properties.

        In addition, the IRS may assert liabilities against us for corporate income taxes for taxable years prior to the time that we acquire certain companies, in which case we will owe these taxes plus interest and penalties, if any.

There are uncertainties relating to the calculation of non-REIT tax earnings and profits ("E&P") in certain acquisitions, which may require us to distribute E&P.

        In order to remain qualified as a REIT, we are required to distribute to our stockholders all of the accumulated non-REIT E&P of certain companies that we acquire, prior to the close of the first taxable year in which the acquisition occurs. Failure to make such E&P distributions would result in our disqualification as a REIT. The determination of the amount to be distributed in such E&P distributions is a complex factual and legal determination. We may have less than complete information at the time we undertake our analysis, or we may interpret the applicable law differently from the IRS. We currently believe that we have satisfied the requirements relating to such E&P distributions. There are, however, substantial uncertainties relating to the determination of E&P, including the possibility that the IRS could successfully assert that the taxable income of the companies acquired should be increased, which would increase our non-REIT E&P. Moreover, an audit of the acquired company following our acquisition could result in an increase in accumulated non-REIT E&P, which could require us to pay an additional taxable distribution to our then-existing stockholders, if we qualify under rules for curing this type of default, or could result in our disqualification as a REIT.

        Thus, we might fail to satisfy the requirement that we distribute all of our non-REIT E&P by the close of the first taxable year in which the acquisition occurs. Moreover, although there are procedures available to cure a failure to distribute all of our E&P, we cannot now determine whether we will be able to take advantage of these procedures or the economic impact on us of doing so.

Our charter contains ownership limits with respect to our common stock and other classes of capital stock.

        Our charter contains restrictions on the ownership and transfer of our common stock and preferred stock that are intended to assist us in preserving our qualification as a REIT. Under our charter, subject to certain exceptions, no person or entity may own, actually or constructively, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of our common stock or any class or series of our preferred stock.

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        Additionally, our charter has a 9.9% ownership limitation on the direct or indirect ownership of our voting shares, which may include common stock or other classes of capital stock. Our Board of Directors, in its sole discretion, may exempt a proposed transferee from either ownership limit. The ownership limits may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders.

We are subject to certain provisions of Maryland law and our charter relating to business combinations.

        The Maryland Business Combination Act provides that unless exempted, a Maryland corporation may not engage in business combinations, including a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities with an "interested stockholder" or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding voting stock of a Maryland corporation. Unless our Board of Directors takes action to exempt us, generally or with respect to certain transactions, from this statute in the future, the Maryland Business Combination Act will be applicable to business combinations between us and other persons.

        In addition to the restrictions on business combinations contained in the Maryland Business Combination Act, our charter also contains restrictions on business combinations. Our charter requires that, except in certain circumstances, "business combinations," including a merger or consolidation, and certain asset transfers and issuances of securities, with a "related person," including a beneficial owner of 10% or more of our outstanding voting stock, be approved by the affirmative vote of the holders of at least 90% of our outstanding voting stock.

        The restrictions on business combinations provided under Maryland law and contained in our charter may delay, defer or prevent a change of control or other transaction even if such transaction involves a premium price for our common stock or our stockholders believe that such transaction is otherwise in their best interests.

ITEM 1B.    Unresolved Staff Comments

        None.

ITEM 2.    Properties

        We are organized to invest in income-producing healthcare-related facilities. In evaluating potential investments, we consider a multitude of factors, including:

•

Location, construction quality, age, condition and design of the property;

•

Geographic area, proximity to other healthcare facilities, type of property and demographic profile;

•

Whether the expected risk-adjusted return exceeds our cost of capital;

•

Whether the rent or operating income provides a competitive market return to our investors;

•

Duration, rental rates, operator and tenant quality and other attributes of in-place leases, including master lease structures;

•

Current and anticipated cash flow and its adequacy to meet our operational needs;

•

Availability of security such as letters of credit, security deposits and guarantees;

•

Potential for capital appreciation;

26

•

Expertise and reputation of the operator or tenant;

•

Occupancy and demand for similar healthcare facilities in the same or nearby communities;

•

The mix of revenues generated at healthcare facilities between privately-paid and government reimbursed;

•

Availability of qualified operators or property managers and whether we can manage the property;

•

Potential alternative uses of the facilities;

•

The regulatory and reimbursement environment in which the properties operate;

•

Tax laws related to REITs;

•

Prospects for liquidity through financing or refinancing; and

•

Our access to and cost of capital.

        The following summarizes our property and direct financing lease ("DFL") investments as of and for the year ended December 31, 2012 (square feet and dollars in thousands).

Facility Location	Number of Facilities		Capacity(1)		Gross Asset Value(2)		Rental Revenues(3)		Operating Expenses
Senior housing—real estate:				(Units)
Texas		40		6,380	$	776,522	$	84,795	$	22,197
California		36		4,026		694,429		72,675		10,333
Florida		34		4,676		640,196		89,339		30,747
Oregon		27		2,180		322,705		4,695		44
Illinois		14		1,768		316,304		44,849		17,130
Virginia		11		1,403		285,046		20,868		58
Washington		20		1,433		235,802		11,159		1
Colorado		7		1,070		211,732		17,584		—
New Jersey		8		803		176,773		12,818		32
Georgia		19		1,107		160,997		4,162		90
Other (31 States)		132		12,738		1,882,362		142,919		13,778
		348		37,584		5,702,868		505,863		94,410
Senior housing—DFLs(4):
Maryland		13		1,113		248,606		20,527		—
New Jersey		8		679		186,896		15,214		104
Illinois		10		944		173,889		14,751		—
Florida		14		1,203		157,434		13,072		63
Pennsylvania		10		805		142,846		12,119		—
Ohio		11		980		138,588		11,349		30
Other (12 States)		27		2,361		409,493		33,186		55
		93		8,085		1,457,752		120,218		252
Total senior housing		441		45,669	$	7,160,620	$	626,081	$	94,662

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Facility Location	Number of Facilities		Capacity(1)		Gross Asset Value(2)		Rental Revenues(3)		Operating Expenses
Post-acute/skilled nursing—real estate:				(Beds)
Virginia		9		934	$	58,376	$	6,853	$	—
Indiana		8		892		46,972		7,903		—
Ohio		8		1,047		43,023		7,727		20
Nevada		2		267		13,837		2,778		—
Colorado		2		240		13,800		1,673		—
Other (10 States)		15		1,727		54,409		10,453		(97	)
		44		5,107		230,417		37,387		(77	)
Post-acute/skilled nursing—DFLs(4):
Pennsylvania		43		6,981		1,206,920		114,510		—
Illinois		26		3,472		700,148		64,133		—
Ohio		44		5,237		638,718		59,666		133
Michigan		27		3,345		577,342		52,093		—
Florida		27		3,557		543,556		50,503		10
Other (24 States)		101		13,839		1,756,957		160,950		320
		268		36,431		5,423,641		501,855		463
Total post-acute/skilled nursing		312		41,538	$	5,654,058	$	539,242	$	386
Life science:				(Sq. Ft.)
California		98		6,256	$	3,031,260	$	273,704	$	51,115
Utah		10		669		114,480		15,479		2,008
North Carolina		1		77		6,023		481		50
Total life science		109		7,002	$	3,151,763	$	289,664	$	53,173
Medical office:				(Sq. Ft.)
Texas		47		4,265	$	666,522	$	98,018	$	44,420
Utah		28		1,292		191,608		21,437		5,997
California		14		788		191,240		26,473		13,330
Colorado		16		1,080		186,376		26,860		10,728
Tennessee		17		1,486		158,156		27,342		10,752
Washington		6		651		154,137		29,110		10,550
Other (21 States and Mexico)		79		4,712		817,991		105,571		36,487
Total medical office		207		14,274	$	2,366,030	$	334,811	$	132,264
Hospital:				(Beds)
Texas		4		959	$	213,506	$	29,806	$	3,511
California		2		185		123,556		16,683		6
Georgia		2		274		77,948		11,644		5
North Carolina		1		355		72,500		7,815		16
Florida		1		199		62,450		7,790		—
Other (6 States)		7		438		81,895		10,755		(25	)
Total hospital		17		2,410	$	631,855	$	84,493	$	3,513
Total properties		1,086			$	18,964,326	$	1,874,291	$	283,998

(1)

Senior housing facilities are measured in units (e.g. studio, one or two bedroom apartments). Life science facilities and MOBs are measured in square feet. SNFs and hospitals are measured in licensed bed count.

(2)

Represents gross real estate and the carrying value of DFLs. Gross real estate represents the carrying amount of real estate after adding back accumulated depreciation and amortization.

(3)

Rental revenues represent the combined amount of rental and related revenues, tenant recoveries, resident fees and services and income from direct financing leases.

(4)

Represents leased properties that are classified as DFLs.

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        The following table summarizes occupancy and average annual rent trends for our owned portfolio for the years ended December 31, (square feet in thousands):

	2012			2011			2010			2009			2008
Senior housing(1):
Average annual rent per unit(2)	$	13,059		$	12,887		$	12,656		$	11,918		$	12,530
Average capacity (units)(3)		37,089			33,911			24,453			24,209			24,143
Post-acute/skilled nursing(1):
Average annual rent per bed(2)	$	11,624		$	11,140		$	6,885		$	6,817		$	6,537
Average capacity (beds)(3)		39,856			30,565			5,063			5,041			5,043
Life science:
Average occupancy percentage		90	%		90	%		89	%		91	%		87	%
Average annual rent per square foot(2)	$	45		$	44		$	44		$	43		$	37
Average occupied square feet(3)		6,250			6,076			5,740			5,554			5,362
Medical office:
Average occupancy percentage		91	%		91	%		91	%		91	%		90	%
Average annual rent per square foot(2)	$	27		$	26		$	26		$	26		$	25
Average occupied square feet(3)		12,295			11,865			11,583			11,577			11,719
Hospital(1):
Average annual rent per bed(2)	$	34,236		$	33,499		$	32,710		$	29,825		$	33,357
Average capacity (beds)(3)		2,410			2,410			2,399			2,376			2,392

(1)

Senior housing includes average units of 5,008 and 1,672 for the years ended December 31, 2012 and 2011, respectively, that are in a RIDEA structure in which resident occupancy impacts our annual revenue. The average resident occupancy for these units was 86% and 88% for the years ended December 31, 2012 and 2011, respectively. All other senior housing, post-acute/skilled nursing and hospital facilities are generally leased to single tenants under triple-net lease structures for each of the periods reported, for which these facilities were or approximately 100% leased.

(2)

Average annual rent per unit/square feet is presented as a ratio of revenues comprised of rental and related revenues, tenant recoveries and income from direct financing leases divided by the average capacity or average occupied square feet of the facilities and annualized for mergers and acquisitions for the year in which they occurred. Average annual rent for leased properties (including DFLs) exclude termination fees and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles and DFL interest accretion). Average annual rent for operating properties operated under a RIDEA structure is calculated based on NOI divided by the average capacity of the facilities.

(3)

Capacity for senior housing facilities is measured in units (e.g., studio, one or two bedroom units). Capacity for post-acute/skilled nursing and hospitals is measured in licensed bed count. Capacity for life science facilities and MOBs is measured in square feet. Average capacity for senior housing, post-acute/skilled nursing and hospitals is as reported by the respective tenants or operators for the twelve month period and one quarter in arrears from the periods presented.

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Development Properties

        The following table sets forth the properties owned by us in our life science, medical office and hospital segments as of December 31, 2012 that are currently under development or redevelopment (dollars in thousands):

Name of Project	Location	Estimated/ Actual Completion Date(1)		Total Investment To Date(2)		Estimated Total Investment
Life science:
2019 Stierlin Ct	Mountain View, CA		1Q 2013	$	17,860	$	21,298
Durham Research Lab	Durham, NC		3Q 2013		13,068		25,851
Carmichael(3)	Durham, NC		3Q 2013		3,737		16,397
1030 Massachusetts Avenue	Cambridge, MA		2Q 2014		35,833		39,992
Ridgeview	Poway, CA		2Q 2014		11,430		22,937
Medical office:
Westpark Plaza(4)	Plano, TX		2Q 2013		10,537		13,585
Innovation Drive	San Diego, CA		4Q 2013		29,327		33,689
Alaska(4)	Anchorage, AK		4Q 2013		8,553		11,763
Folsom	Sacramento, CA		2Q 2014		33,360		39,251
Hospital:
Fresno(5)	Fresno, CA		1Q 2013		14,708		21,324
				$	178,413	$	246,087

(1)

For development projects, management's estimate of the date the core and shell structure improvements are expected to be completed. For redevelopment projects, management's estimate of the time in which major construction activity in relation to the scope of the project has been substantially completed. There are no assurances that any of these projects will be completed on schedule or within estimated amounts.

(2)

Investment-to-date of $178 million includes the following: (i) $81 million in development costs and construction in progress, (ii) $71 million of buildings and (iii) $26 million of land. Development costs and construction in progress of $237 million presented on the Company's consolidated balance sheet at December 31, 2012, includes the following: (i) $81 million of costs for development projects in process noted above; (ii) $102 million of costs for land held for development; and (iii) $54 million for tenant and other facility related improvement projects in process.

(3)

Represents approximately 33% of the Carmichael facility in redevelopment. The balance of the facility remains in operations.

(4)

Represents approximately 70% and 50% of the Westpark Plaza and Alaska MOBs, respectively. The balance of the MOBs were placed in service during 2012.

(5)

Represents approximately 25% of the Fresno hospital placed in redevelopment in March 2011. The balance of the hospital remains in operations.

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Tenant Lease Expirations

        The following table shows tenant lease expirations, including those related to direct financing leases ("DFLs"), for the next 10 years and thereafter at our leased properties, assuming that none of the tenants exercise any of their renewal options, see "Tenant Purchase Options" section of Note 12 to the Consolidated Financial Statements for additional information on leases subject to purchase options (dollars in thousands):

			Expiration Year
Segment	Total		2013(1)		2014		2015		2016		2017		2018		2019		2020		2021		2022		Thereafter
Senior housing(2):
Properties		420		—		5		1		15		11		47		10		35		16		3		277
Base rent(3)	$	525,368	$	—	$	5,091	$	209	$	23,003	$	19,106	$	89,796	$	14,486	$	55,314	$	17,724	$	2,938	$	297,701
% of segment base rent		100		—		1		—		4		4		17		3		10		3		1		57
Post-acute/skilled:
Properties		312		—		9		1		1		9		2		12		5		—		4		269
Base rent(3)	$	466,770	$	—	$	7,197	$	450	$	320	$	8,607	$	1,111	$	10,403	$	5,352	$	—	$	3,086	$	430,244
% of segment base rent		100		—		2		—		—		2		—		2		1		—		1		92
Life science:
Square feet		6,392		410		355		691		259		819		601		121		936		557		280		1,363
Base rent(3)	$	232,608	$	10,174	$	10,696	$	23,452	$	6,812	$	27,494	$	25,768	$	4,147	$	42,291	$	31,619	$	8,391	$	41,764
% of segment base rent		100		4		5		10		3		12		11		2		18		13		4		18
Medical office:
Square feet		13,131		2,385		1,783		1,589		1,309		1,568		1,187		851		895		394		538		632
Base rent(3)	$	287,621	$	50,131	$	40,661	$	35,744	$	27,261	$	34,789	$	24,057	$	18,450	$	20,837	$	9,472	$	12,151	$	14,068
% of segment base rent		100		18		14		13		10		12		8		6		7		3		4		5
Hospital:
Properties		17		1		3		—		—		2		—		5		—		1		1		4
Base rent(3)	$	67,699	$	2,611	$	16,018	$	—	$	—	$	4,776	$	—	$	7,113	$	—	$	825	$	3,575	$	32,781
% of segment base rent		100		4		24		—		—		7		—		11		—		1		5		48
Total:
Base rent(3)	$	1,580,066	$	62,916	$	79,663	$	59,855	$	57,396	$	94,772	$	140,732	$	54,599	$	123,794	$	59,640	$	30,141	$	816,558
% of total base rent		100		4		5		4		4		6		9		3		8		4		2		51

(1)

Includes month-to-month leases.

(2)

Excludes 21 facilities with annualized NOI of $49.6 million operated under a RIDEA structure.

(3)

The most recent month's (or subsequent month's if acquired in the most recent month) base rent including additional rent floors, cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

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        The following is a graphical presentation of our total tenant lease expirations (as presented above) for the next 10 years and thereafter at our leased properties, assuming that none of the tenants exercise any of their renewal options (dollars in millions):

Total Lease Expirations Graph

        We specifically incorporate by reference into this section the information set forth in Schedule III: Real Estate and Accumulated Depreciation, included in this report.

ITEM 3.    Legal Proceedings

        We are involved from time-to-time in legal proceedings that arise in the ordinary course of our business, including, but not limited to commercial disputes, environmental matters, and litigation in connection with transactions including acquisitions and divestitures. We believe that such existing legal proceedings will not have a material adverse impact on our financial position or our results of operations. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

        See litigation matter under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements for information regarding legal proceedings, which information is incorporated by reference in this Item 3.

ITEM 4.    Mine Safety Disclosures

        None.

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PART II

ITEM 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        Our common stock is listed on the New York Stock Exchange. Set forth below for the fiscal quarters indicated are the reported high and low sales prices per share of our common stock on the New York Stock Exchange.

	2012				2011				2010
	High		Low		High		Low		High		Low
First Quarter	$	42.75	$	38.72	$	38.29	$	35.81	$	34.37	$	26.70
Second Quarter		44.15		37.81		40.75		35.00		34.50		28.53
Third Quarter		47.75		43.59		38.23		28.76		38.05		31.08
Fourth Quarter		46.15		43.31		41.98		32.66		37.65		31.87

        At February 1, 2013, we had approximately 11,298 stockholders of record and there were approximately 188,236 beneficial holders of our common stock.

        It has been our policy to declare quarterly dividends to the common stockholders so as to comply with applicable provisions of the Code governing REITs. The cash dividends per share paid on common stock are set forth below:

	2012		2011		2010
First Quarter	$	0.50	$	0.48	$	0.465
Second Quarter		0.50		0.48		0.465
Third Quarter		0.50		0.48		0.465
Fourth Quarter		0.50		0.48		0.465
Total	$	2.00	$	1.92	$	1.86

        On January 25, 2013, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.525 per share. The common stock dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013.

Recent Sales of Unregistered Securities

        On December 11, 2012, we issued 194,374 shares of our common stock upon the redemption of 194,374 non-managing member units of our subsidiary, HCP DR Alabama, LLC ("HCP Alabama"), to a non-managing member of HCP Alabama. On December 18, 2012, we issued 540 shares of our common stock upon the redemption of 270 non-managing member units of our subsidiary, HCPI/Utah II, LLC ("Utah II"), to four transferees of a non-managing member of Utah II. In each case, the shares of our common stock were issued in a private placement to an accredited investor pursuant to Section 4(2) of the Securities Act of 1933, as amended. We did not receive any cash proceeds from the issuance of shares of our common stock upon redemption of the non-managing member units of HCP Alabama or Utah II, although we did acquire non-managing member units of each subsidiary in exchange for the shares of common stock we issued upon redemption of the units.

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Issuer Purchases of Equity Securities

        The table below sets forth the information with respect to purchases of our common stock made by or on our behalf during the quarter ended December 31, 2012.

ISSUER PURCHASES OF EQUITY SECURITIES

Period Covered	Total Number Of Shares Purchased(1)		Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs		Maximum Number (Or Approximate Dollar Value) Of Shares That May Yet Be Purchased Under The Plans Or Programs
November 1-30, 2012		233	$	44.01		—		—
December 1-31, 2012		165,038		45.16		—		—
Total		165,271		45.16		—		—

(1)

Represents restricted shares withheld under our 2006 Performance Incentive Plan (the "2006 Incentive Plan"), to offset tax withholding obligations that occur upon vesting of restricted shares. Our 2006 Incentive Plan provides that the value of the shares withheld shall be the closing price of our common stock on the date the relevant transaction occurs.

Stock Price Performance Graph

        The graph below compares the cumulative total return of HCP, the S&P 500 Index and the Equity REIT Index of the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"), from January 1, 2008 to December 31, 2012. Total return assumes quarterly reinvestment of dividends before consideration of income taxes.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

AMONG S&P 500, EQUITY REITS AND HCP, Inc.

RATE OF RETURN TREND COMPARISON

JANUARY 1, 2008–DECEMBER 31, 2012

(JANUARY 1, 2008 = 100)

Stock Price Performance Graph Total Return

Assumes $100 invested January 1, 2008 in HCP, S&P 500 Index and NAREIT Equity REIT Index.

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ITEM 6.    Selected Financial Data

        Set forth below is our selected financial data as of and for each of the years in the five year period ended December 31, 2012.

	Year Ended December 31,(1)(2)
	2012		2011(3)		2010		2009(3)		2008
	(Dollars in thousands, except per share data)
Income statement data:
Total revenues	$	1,900,722	$	1,712,096	$	1,240,206	$	1,133,618	$	1,123,977
Income from continuing operations		812,884		547,338		315,346		97,732		223,019
Net income applicable to common shares		812,289		515,302		307,498		109,069		425,368
Income from continuing operations applicable to common shares:
Basic earnings per common share		1.83		1.28		0.91		0.22		0.75
Diluted earnings per common share		1.83		1.28		0.91		0.22		0.75
Net income applicable to common shares:
Basic earnings per common share		1.90		1.29		1.01		0.40		1.79
Diluted earnings per common share		1.90		1.29		1.00		0.40		1.79
Balance sheet data:
Total assets		19,915,555		17,408,475		13,331,923		12,209,735		11,849,826
Debt obligations(4)		8,693,820		7,722,619		4,646,345		5,656,143		5,937,456
Total equity		10,753,777		9,220,622		8,146,047		5,958,609		5,407,840
Other data:
Dividends paid		865,306		787,689		590,735		517,072		457,643
Dividends paid per common share		2.00		1.92		1.86		1.84		1.82

(1)

Reclassification, presentation and certain computational changes have been made for the results of properties sold or held-for-sale reclassified to discontinued operations.

(2)

The following are acquisitions that had a meaningful impact on our financial position and results of operations in the years in which they closed and thereafter:

•

During the fourth quarter of 2012, we acquired 129 senior housing communities from the Blackstone JV.

•

On June 28, 2012, we made an investment in senior unsecured notes as part of Terra Firma's acquisition of Four Seasons Health Care.

•

On April 7, 2011, we completed our acquisition of substantially all of the real estate assets of HCR ManorCare, which includes the settlement of our HCR ManorCare debt investments discussed below.

•

On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

•

On August 3, 2009, we purchased a participation in the first mortgage debt of HCR ManorCare.

(3)

On November 9, 2011, we entered into an agreement with Ventas, Inc. ("Ventas") to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. We paid $125 million to Ventas, which was recorded as litigation settlement expense for the year ended December 31, 2011. On September 4, 2009, a jury returned a verdict in favor of Ventas in an action brought against us. The jury awarded Ventas approximately $102 million in compensatory damages, which we recorded as a litigation provision expense during the year ended December 31, 2009.

(4)

Includes bank line of credit, bridge and term loans, senior unsecured notes, mortgage and other secured debt, and other debt.

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ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Language Regarding Forward-Looking Statements

        Statements in this Annual Report on Form 10-K that are not historical factual statements are "forward-looking statements." We intend to have our forward-looking statements covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with those provisions. Forward-looking statements include, among other things, statements regarding our and our officers' intent, belief or expectations as identified by the use of words such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "forecast," "plan," "estimate," "could," "would," "should" and other comparable and derivative terms or the negatives thereof. In addition, we, through our officers, from time to time, make forward-looking oral and written public statements concerning our expected future operations, strategies, securities offerings, growth and investment opportunities, dispositions, capital structure changes, budgets and other developments. Readers are cautioned that, while forward-looking statements reflect our good faith belief and reasonable assumptions based upon current information, we can give no assurance that our expectations or forecasts will be attained. Therefore, readers should be mindful that forward-looking statements are not guarantees of future performance and that they are subject to known and unknown risks and uncertainties that are difficult to predict. As more fully set forth in Part I, Item 1A., "Risk Factors" in this report, factors that may cause our actual results to differ materially from the expectations contained in the forward-looking statements include:

(a)

Changes in global, national and local economic conditions, including a prolonged period of weak economic growth;



(b)

Continued volatility in the capital markets, including changes in interest rates and the availability and cost of capital;



(c)

Our ability to manage our indebtedness level and changes in the terms of such indebtedness;



(d)

The effect on healthcare providers of the automatic spending cuts enacted by Congress ("Sequestration") on entitlement programs, including Medicare, will, unless modified, result in future reductions in reimbursements.



(e)

The ability of our operators, tenants and borrowers to conduct their respective businesses in a manner sufficient to maintain or increase their revenues and to generate sufficient income to make rent and loan payments to us and our ability to recover investments made, if applicable, in their operations;



(f)

The financial weakness of some operators and tenants, including potential bankruptcies and downturns in their businesses, which results in uncertainties regarding our ability to continue to realize the full benefit of such operators' and/or tenants' leases;



(g)

Changes in federal, state or local laws and regulations, including those affecting the healthcare industry that affect our costs of compliance or increase the costs, or otherwise affect the operations of our operators, tenants and borrowers;



(h)

The potential impact of future litigation matters, including the possibility of larger than expected litigation costs, adverse results and related developments;



(i)

Competition for tenants and borrowers, including with respect to new leases and mortgages and the renewal or rollover of existing leases;



(j)

Our ability to negotiate the same or better terms with new tenants or operators if existing leases are not renewed or we exercise our right to replace an existing operator or tenant upon default;

36

(k)

Availability of suitable properties to acquire at favorable prices and the competition for the acquisition and financing of those properties;



(l)

The financial, legal, regulatory and reputational difficulties of significant operators of our properties;



(m)

The risk that we may not be able to achieve the benefits of investments within expected time-frames or at all, or within expected cost projections;



(n)

The ability to obtain financing necessary to consummate acquisitions on favorable terms;



(o)

The risks associated with our investments in joint ventures and unconsolidated entities, including our lack of sole decision making authority and our reliance on our joint venture partners' financial condition and continued cooperation; and



(p)

Changes in the credit ratings on U.S. government debt securities or default or delay in payment by the United States of its obligations.

        Except as required by law, we undertake no, and hereby disclaim any, obligation to update any forward-looking statements, whether as a result of new information, changed circumstances or otherwise.

        The information set forth in this Item 7 is intended to provide readers with an understanding of our financial condition, changes in financial condition and results of operations. We will discuss and provide our analysis in the following order:

•

Executive Summary

•

2012 Transaction Overview

•

Dividends

•

Critical Accounting Policies

•

Results of Operations

•

Liquidity and Capital Resources

•

Non-GAAP Financial Measure—Funds from Operations

•

Off-Balance Sheet Arrangements

•

Contractual Obligations

•

Inflation

•

Recent Accounting Pronouncements

Executive Summary

        We are a self-administered REIT that, together with our unconsolidated joint ventures, invests primarily in real estate serving the healthcare industry in the U.S. We acquire, develop, lease, manage and dispose of healthcare real estate and provide financing to healthcare providers. At December 31, 2012, our portfolio of investments, including properties owned by our Investment Management Platform, consisted of interests in 1,160 facilities.

        Our business strategy is based on three principles: (i) opportunistic investing, (ii) portfolio diversification, and (iii) conservative financing. We actively redeploy capital from investments with lower return potential or shorter investment horizons into assets representing longer term investments with attractive risk adjusted return potential. We make investments where the expected risk-adjusted

37

return exceeds our cost of capital and strive to capitalize on our operator, tenant and other business relationships to grow our business.

        Our strategy contemplates acquiring and developing properties on terms that are favorable to us. Generally, we prefer larger, more complex private transactions that leverage our management team's experience and our infrastructure. We follow a disciplined approach to enhancing the value of our existing portfolio, including ongoing evaluation of potential disposition of properties that no longer fit our strategy.

        We primarily generate revenue by leasing healthcare properties under long-term leases with fixed and/or inflation indexed escalators. Most of our rents and other earned income from leases are received under triple-net leases or leases that provide for substantial recovery of operating expenses; however, some of our medical office and life science leases are structured as gross or modified gross leases. Operating expenses are generally related to MOB and life science leased properties and senior housing properties managed on our behalf ("RIDEA properties"). Accordingly, for such MOBs, life science facilities and RIDEA properties, we incur certain property operating expenses, such as real estate taxes, repairs and maintenance, property management fees, utilities, employee costs for resident care and insurance. Our growth for these assets depends, in part, on our ability to (i) increase rental income and other earned income from leases by increasing rental rates and occupancy levels; (ii) maximize tenant recoveries given underlying lease structures; and (iii) control operating and other expenses. Our operations are impacted by property specific, market specific, general economic and other conditions. At December 31, 2012, the contractual maturities in our portfolio of leased assets were 13% through 2015 (measured in dollars of expiring base rents).

        Access to capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as to fund future acquisitions and development through the issuance of additional securities or secured debt. Access to external capital on favorable terms is critical to the success of our strategy.

2012 Transaction Overview

Investment Transactions

        During the year ended December 31, 2012, we completed $2.6 billion of investments as follows:

$1.7 Billion Senior Housing Portfolio Acquisition and $52 Million Secured Financing

        During the fourth quarter of 2012, we acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus and the Blackstone JV. Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on current operating performance, the 129 communities consist of 95 that are stabilized and 34 that are currently in lease—up. The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012 for $1.68 billion representing 9,842 units; and (ii) two senior housing facilities on December 4, 2012 for $24 million representing 235 units.

        Emeritus continues to operate the communities pursuant to a new triple-net, master lease for the 129 properties (the "Master Lease") guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year of $103.6 million. The contractual rent will increase annually by the greater of the percentage increase in the Consumer Price Index ("CPI") or 3.7% on average over the initial five years, and thereafter by the greater of CPI or 3.0% for the remaining initial lease term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent.

38

        The leased properties are grouped into three pools that share comparable characteristics and these leased pools have initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, will provide for lease terms of 30 to 35 years. We are still evaluating the acquisition of up to four additional communities related to this transaction.

        Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which we have provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan mirrors the 6.1% lease yield, including the annual increases through maturity.

$853 Million of Additional Investment Transactions

        On August 7, 2012, we completed the acquisition of eight on-campus MOBs for $80 million from Scottsdale Healthcare. Located in Scottsdale, Arizona, the portfolio represents 398,000 square feet with an occupancy of 89% at closing.

        Between July and October 2012, we acquired 12 MOBs from The Boyer Company valued at $188 million, including DownREIT units and debt valued at $43 million and $60 million, respectively; the MOBs are primarily located on the campuses of HCA, Iasis Healthcare and Community Health Systems and comprise 758,000 square feet with an occupancy of 88% at closing. The transaction closed in three stages: (i) six MOBs on July 31, 2012 for $77 million representing 327,000 square feet; (ii) four MOBs on August 15, 2012 for $49 million representing 199,000 square feet and; (iii) two MOBs on October 19, 2012 for $62 million representing 232,000 square feet.

        On July 31, 2012, we closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. We funded $100 million (the "First Tranche") at closing and have a commitment to fund an additional $105 million (the "Second Tranche") between February 2013 and August 2013. The Second Tranche will be used to repay debt senior to our loan. At closing, the loan was subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranches, respectively. Including fees received at closing, the loan has a blended yield to maturity of approximately 13% assuming both tranches are funded. The facility has a total term of up to 63 months from the initial closing and is prepayable at the borrower's option.

        On June 28, 2012, we made an investment in senior unsecured notes with an aggregate par value of £138.5 million at a discount for £136.8 million, as part of the financing for Terra Firma's £825 million acquisition of Four Seasons Health Care ("Four Seasons"), the largest elderly and specialist care provider in the United Kingdom with 445 care homes and 61 specialist care centers. The notes mature in June 2020 and are non-callable until June 2016. The notes bear interest on their par value at a fixed rate of 12.25% per annum, with an original discount resulting in a yield to maturity of 12.5%. Terra Firma, a leading European private equity firm, provided £345 million in equity financing, resulting in a loan-to-capitalization of 62% for the Four Seasons notes. The £136.8 million for this investment is match funded by an equivalent GBP denominated unsecured term loan discussed below.

        During the year ended December 31, 2012, we made other investments of $270 million as follows: (i) acquisition of a MOB for $13 million; (ii) acquisition of a life science facility for $8 million; (iii) acquisition of a senior housing facility for $4 million; (iv) acquisition of a parcel of land adjacent to one of our hospitals for $3 million; and (v) funding of development and other capital projects of $242 million, primarily in our life science, senior housing and medical office segments.

39

Other Transactions

        During the year ended December 31, 2012, we sold two senior housing facilities for $111 million, a parcel of land in our life science segment for $18 million, a skilled nursing facility for $15 million and a MOB for $7 million.

        During the year ended December 31, 2012, we expanded our tenant relationship with General Atomics in Poway, CA to a total of 396,000 square feet, consisting of the following: (i) a lease extension of 281,000 square feet through June 2024, and (ii) a new 10-year lease (expected to commence mid-2014) for a 115,000 square feet build-to-suit development. As part of this transaction, General Atomics purchased a 19-acre land parcel from us for $18 million; in connection with the agreement to sell the land parcel, we incurred a $7.9 million impairment charge.

Financings

        During the year ended December 31, 2012, we raised $3.5 billion of capital in the equity and credit markets as follows:

        In connection with funding the $1.7 billion Senior Housing Portfolio acquisition, we completed the following capital market transactions:

•

On November 19, 2012, we issued $800 million of 2.625% senior unsecured notes due in 2020. The notes were priced at 99.729% of the principal amount with an effective yield to maturity of 2.667%. Net proceeds from this offering were $793 million.

•

On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million.

        On July 30, 2012, in connection with our Four Seasons senior unsecured notes investment, we entered into a credit agreement with a syndicate of banks for a £137 million four-year unsecured term loan (the "Term Loan") that accrues interest at a rate of GBP London Interbank Offered Rate ("LIBOR") plus 1.20%, based on our current debt ratings. Concurrent with the closing of the Term Loan, we entered into a four-year interest rate swap agreement that fixes the rate of the Term Loan at 1.81%, subject to adjustments based on our credit ratings. The Term Loan contains a one-year committed extension option and similar covenants to those in our unsecured revolving line of credit facility.

        On July 23, 2012, we issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield to maturity of 3.28%. Net proceeds from this offering were $294 million.

        In June 2012, we completed a $376 million offering of 8.97 million shares of common stock at $41.88 per share with the proceeds used primarily to repay $250 million of 6.45% senior unsecured notes at maturity on June 25, 2012.

        On March 27, 2012, we completed an amendment to our existing $1.5 billion unsecured revolving line of credit facility. We improved the pricing and extended the maturity of the facility one additional year to March 2016. Based on our current credit ratings, the amended facility bears interest annually at one-month LIBOR plus 1.075% and has a facility fee of 0.175%, which in the aggregate represents a 55 basis point reduction to our funded interest cost.

        On March 22, 2012, we announced the redemption of the 4.0 million shares of 7.25% Series E and 7.82 million shares of 7.10% Series F preferred stock at a price of $25.00 per share, or $295.5 million in aggregate, plus all accrued and unpaid dividends to April 23, 2012 (the redemption date). As a result of the redemption, we incurred a charge of $10.4 million related to the original issuance costs of the

40

preferred stock (this charge is presented as an additional preferred stock dividend in our consolidated statements of income).

        On March 22, 2012, we priced a $359 million offering of 9.0 million shares of common stock at $39.93 per share with the proceeds used primarily to redeem all outstanding shares of our preferred stock.

        On January 23, 2012, we issued $450 million of 3.75% senior unsecured notes due in 2019; net proceeds from the offering were $444 million.

Dividends

        Quarterly dividends paid during 2012 aggregated $2.00 per share, which represents a 4.2% increase from 2011. On January 25, 2013, we announced that our Board of Directors declared a quarterly common stock cash dividend of $0.525 per share, which represents a 5% increase. The common stock dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013. Based on the first quarter's dividend, the annualized rate of distribution for 2013 is $2.10, compared with $2.00 in 2012.

Critical Accounting Policies

        The preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires our management to use judgment in the application of accounting policies, including making estimates and assumptions. We base estimates on the best information available to us at the time, our experience and on various other assumptions believed to be reasonable under the circumstances. These estimates affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions or other matters had been different, it is possible that different accounting would have been applied, resulting in a different presentation of our consolidated financial statements. From time to time, we re-evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current estimates and assumptions about matters that are inherently uncertain. For a more detailed discussion of our significant accounting policies, see Note 2 to the Consolidated Financial Statements. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Principles of Consolidation

        The consolidated financial statements include the accounts of HCP, Inc., our wholly owned subsidiaries and joint ventures that we control, through voting rights or other means. We consolidate investments in variable interest entities ("VIEs") when we are the primary beneficiary of the VIE at: (i) the inception of the variable interest entity, (ii) as a result of a change in circumstance identified during our continuous review of our VIE relationships or (iii) upon the occurrence of a qualifying reconsideration event.

        We make judgments with respect to our level of influence or control of an entity and whether we are (or are not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, our ability to direct the activities that most significantly impact the entity's economic performance, our form of ownership interest, our representation on the entity's governing body, the size and seniority of our investment, our ability and the rights of other investors to participate in policy making decisions, replace the manager and/or liquidate the entity, if applicable. Our ability to correctly assess our influence or control over an entity when determining the primary beneficiary of a VIE

41

affects the presentation of these entities in our consolidated financial statements. If we perform a primary beneficiary analysis at a date other than at inception of the variable interest entity, our assumptions may be different and may result in the identification of a different primary beneficiary.

        If we determine that we are the primary beneficiary of a VIE, our consolidated financial statements would include the operating results of the VIE (either tenant or borrower) rather than the results of the variable interest in the VIE. We would depend on the VIE to provide us timely financial information and rely on the internal control of the VIE to provide accurate financial information. If the VIE has deficiencies in its internal control over financial reporting, or does not provide us with timely financial information, this may adversely impact the quality and/or timing of our financial reporting and our internal control over financial reporting.

Revenue Recognition

        We recognize rental revenue on a straight-line basis over the lease term when collectibility is reasonably assured and the tenant has taken possession or controls the physical use of the leased asset. For assets acquired subject to leases, we recognize revenue upon acquisition of the asset provided the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or us. When we are the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term. The determination of ownership of the tenant improvements is subject to significant judgment. If our assessment of the owner of the tenant improvements for accounting purposes were to change, the timing and amount of our revenue recognized would be impacted.

        Certain leases provide for additional rents contingent upon a percentage of the facility's revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds. The recognition of additional rents requires us to make estimates of amounts owed and to a certain extent are dependent on the accuracy of the facility results reported to us. Our estimates may differ from actual results, which could be material to our consolidated financial statements.

        We maintain an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. We monitor the liquidity and creditworthiness of our tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, our assessment is based on income recoverable over the term of the lease. We exercise judgment in establishing allowances and consider payment history and current credit status in developing these estimates. These estimates may differ from actual results, which could be material to our consolidated financial statements.

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. We recognize interest income on loans, including the amortization of discounts and premiums, using the interest method applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums, discounts and related costs are recognized as yield adjustments over the life of the related loans.

        We use the direct finance method of accounting to record income from DFLs. For leases accounted for as DFLs, future minimum lease payments are recorded as a receivable. The difference between the future minimum lease payments and the estimated residual values less the cost of the

42

properties is recorded as unearned income. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized unearned income. The determination of estimated useful lives and residual values are subject to significant judgment. If our assessments for accounting purposes were to change, the timing and amount of our revenue recognized would be impacted.

        Loans and DFLs are placed on non-accrual status at such time as management determines that collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on management's judgment of collectibility.

        Allowances are established for loans and DFLs based upon a probable loss estimate for individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that we will be unable to collect all amounts due on a timely basis in accordance with the contractual terms of the loan or lease. Determining the adequacy of the allowance is complex and requires significant judgment by us about the effect of matters that are inherently uncertain. The allowance is based upon our assessment of the borrower's or lessee's overall financial condition, resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan's or DFL's effective interest rate, the fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors. While our assumptions are based in part upon historical data, our estimates may differ from actual results, which could be material to our consolidated financial statements.

Real Estate

        We make estimates as part of our allocation of the purchase price of acquisitions to the various components of the acquisition based upon the relative fair value of each component. The most significant components of our allocations are typically the allocation of fair value to the buildings as-if-vacant, land and in-place leases. In the case of the fair value of buildings and the allocation of value to land and other intangibles, our estimates of the values of these components will affect the amount of depreciation and amortization we record over the estimated useful life of the property acquired or the remaining lease term. In the case of the value of in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. Our assumptions affect the amount of future revenue that we will recognize over the remaining lease term for the acquired in-place leases.

        A variety of costs are incurred in the development and leasing of properties. After determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project is substantially complete and capitalization must cease involves a degree of judgment. The costs of land and buildings under development include specifically identifiable costs. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes and other costs incurred during the period of development. We consider a construction project as substantially completed and held available for occupancy and cease capitalization of costs upon the completion of the related tenant improvements.

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Impairment of Long-Lived Assets and Goodwill

        We assess the carrying value of our real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of real estate assets is measured by comparison of the carrying amount of the asset or asset group to the respective estimated future undiscounted cash flows. In order to review our real estate assets for recoverability, we consider market conditions, as well as our intent with respect to holding or disposing of the asset. Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values and third party appraisals, where considered necessary. If our analysis indicates that the carrying value of the real estate asset is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the fair value of the real estate asset.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we apply the two-step approach. Certain qualitative factors assessed by us include current macroeconomic conditions, state of the equity and capital markets and the overall financial and operating performance of HCP. If we qualitatively determine that it is more likely than not the fair value of a reporting unit is less than its carrying amount the two-step approach is necessary.

        If the fair value of a reporting unit containing goodwill is less than its carrying value, then the second step of the test is needed to measure the amount of potential goodwill impairment. The second step requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination at the date of the impairment test. The excess of the fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. We estimate the current fair value of the assets and liabilities in the reporting unit through various valuation techniques, including applying capitalization rates to segment net operating income, quoted market values and third-party appraisals, as necessary. The fair value of the reporting unit may also include an allocation of an enterprise value premium that we estimate a third party would be willing to pay for the company.

        The determination of the fair value of real estate assets and goodwill involves significant judgment. This judgment is based on our analysis and estimates of fair value of real estate assets and reporting units, and the future operating results and resulting cash flows of each real estate asset whose carrying amount may not be recoverable. Our ability to accurately predict future operating results and cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Investments in Unconsolidated Joint Ventures

        Investments in entities which we do not consolidate but have the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method of accounting, our share of the investee's earnings or losses is included in our consolidated results of operations.

        The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the carrying value of the assets prior to the sale of interests in the joint venture. We evaluate our equity method investments for impairment based upon a comparison of the fair value of the equity method investment to our carrying value. If we determine a decline in the fair value of our investment in an unconsolidated joint venture is below its carrying value is other-than-temporary, an impairment is recorded. The determination of the fair value and as to whether a deficiency in fair value is "other-than-temporary" of investments in unconsolidated joint

44

ventures involves significant judgment. Our estimates consider all available evidence including, as appropriate, the present value of the expected future cash flows discounted at market rates, general economic conditions and trends, severity and duration of the fair value deficiency, and other relevant factors. Capitalization rates, discount rates and credit spreads utilized in our valuation models are based upon rates that we believe to be within a reasonable range of current market rates for the respective investments. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

Income Taxes

        As part of the process of preparing our consolidated financial statements, significant management judgment is required to evaluate our compliance with REIT requirements. Our determinations are based on interpretation of tax laws, and our conclusions may have an impact on the income tax expense recognized. Adjustments to income tax expense may be required as a result of: (i) audits conducted by federal, state and local tax authorities, (ii) our ability to qualify as a REIT, (iii) the potential for built-in-gain recognized related to prior-tax-free acquisitions of C corporations, and (iv) changes in tax laws. Adjustments required in any given period are included within the income tax provision.

Results of Operations

        We evaluate our business and allocate resources among our five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, life science, post-acute/skilled nursing and hospital segments, we invest or co-invest primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations and by debt issued by operators in these sectors. Under the medical office segment, we invest or co-invest through the acquisition and development of MOBs that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2 to the Consolidated Financial Statements).

        We use net operating income ("NOI") and adjusted NOI to assess and compare property level performance, including our same property portfolio ("SPP"), and to make decisions about resource allocations. We believe these measures provide investors relevant and useful information because they reflect only income and operating expense items that are incurred at the property level and present them on an unleveraged basis. We believe that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP since NOI excludes certain components from net income. Further, NOI may not be comparable to that of other REITs, as they may use different methodologies for calculating NOI. See Note 14 to the Consolidated Financial Statements for additional segment information and the relevant reconciliations from net income to NOI and adjusted NOI.

        Operating expenses are generally related to MOB and life science leased properties and senior housing properties managed on our behalf (RIDEA properties). We generally recover all or a portion of MOB and life science expenses from the tenants (tenant recoveries). The presentation of expenses as operating or general and administrative is based on the underlying nature of the expense. Periodically, we review the classification of expenses between categories and make revisions based on changes in the underlying nature of the expenses.

        Our evaluation of results of operations by each business segment includes an analysis of our SPP and our total property portfolio. SPP information allows us to evaluate the performance of our leased property portfolio under a consistent population by eliminating changes in the composition of our portfolio of properties. We identify our SPP as stabilized properties that remained in operations and

45

were consistently reported as leased properties or RIDEA properties for the duration of the year-over-year comparison periods presented. Accordingly, it takes a stabilized property a minimum of 12 months in operations under a consistent reporting structure to be included in our SPP. Newly acquired operating assets are generally considered stabilized at the earlier of lease-up (typically when the tenant(s) controls the physical use of at least 80% of the space) or 12 months from the acquisition date. Newly completed developments, including redevelopments, are considered stabilized at the earlier of lease-up or 24 months from the date the property is placed in service. SPP NOI excludes certain non-property specific operating expenses that are allocated to each operating segment on a consolidated basis.

Comparison of the Year Ended December 31, 2012 to the Year Ended December 31, 2011

        During the fourth quarter of 2012, we acquired 129 senior housing communities from the Blackstone JV (see additional information in Note 4 to the Consolidated Financial Statements). The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012; and (ii) two senior housing facilities on December 4, 2012. The results of operations from the acquisitions are reflected in our consolidated financial statements from those respective dates.

        On April 7, 2011, we completed our acquisition of substantially all of HCR ManorCare's real estate assets; additionally, we purchased a noncontrolling equity interest in the operations of HCR ManorCare. On January 14, 2011, we acquired our partner's 65% interest in HCP Ventures II that resulted in the consolidation of HCP Ventures II. On September 1, 2011, we entered into management contracts with Brookdale with respect to 21 senior living communities (these 21 communities were acquired in January 2011 as part of our purchase of HCP Ventures II). These 21 communities are now in a RIDEA structure are managed by Brookdale, the respective resident level revenues and related operating expenses are reported in our consolidated financial statements. See additional information regarding the HCR ManorCare Acquisition, HCP Ventures II purchase and the Brookdale RIDEA transaction in Notes 3, 8 and 12, respectively, to the Consolidated Financial Statements. The results of operations from our HCR ManorCare, HCP Ventures II and 21 properties managed under a RIDEA structure are reflected in our financial statements from those respective dates.

Segment NOI and Adjusted NOI

        The tables below provide selected operating information for our SPP and total property portfolio for each of our five business segments. Our consolidated SPP consists of 565 properties representing properties acquired or placed in service and stabilized on or prior to January 1, 2011 and that remained in operations under a consistent reporting structure through December 31, 2012. Our consolidated total property portfolio represents 1,086 and 932 properties at December 31, 2012 and 2011, respectively, and excludes properties classified as discontinued operations.

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Senior Housing

        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands except per unit data):

	SPP									Total Portfolio
	2012			2011			Change			2012			2011			Change
Rental revenues(1)	$	380,413		$	378,553		$	1,860		$	482,336		$	470,592		$	11,744
Resident fees and services		1,054			3,542			(2,488	)		143,745			50,619			93,126
Total revenues	$	381,467		$	382,095		$	(628	)	$	626,081		$	521,211		$	104,870
Operating expenses		(613	)		(1,052	)		439			(94,662	)		(34,538	)		(60,124	)
NOI	$	380,854		$	381,043		$	(189	)	$	531,419		$	486,673		$	44,746
Straight-line rents		(24,740	)		(34,579	)		9,839			(30,415	)		(34,911	)		4,496
DFL accretion		(6,863	)		(9,052	)		2,189			(18,812	)		(17,918	)		(894	)
Amortization of above and below market lease intangibles, net		(1,569	)		(1,569	)		—			(1,320	)		(1,466	)		146
Lease termination fees		—			—			—			—			1,350			(1,350	)
Adjusted NOI	$	347,682		$	335,843		$	11,839		$	480,872		$	433,728		$	47,144
Adjusted NOI % change								3.5	%
Property count(2)		221			221						441			312
Average capacity (units)(3)		25,081			25,056						37,089			33,911
Average annual rent per unit(4)	$	13,887		$	13,446					$	13,059		$	12,887

(1)

Represents rental and related revenues and income from DFLs.

(2)

From our past presentation of SPP for the year ended December 31, 2011, we removed two senior housing properties from SPP that were sold or classified as held for sale.

(3)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented.

(4)

Average annual rent per unit for operating properties under a RIDEA structure is based on NOI.

        SPP Adjusted NOI.    SPP adjusted NOI improved primarily as a result of annual rent escalations and an increase in rental revenues from properties that were previously transitioned from Sunrise to other operators, partially offset by a decrease in additional rents.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2012 primarily increased as a result of 66 senior housing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare and 127 senior housing communities acquired on October 31, 2012 and two senior housing communities acquired on December 4, 2012 from the Blackstone JV (see Notes 3, 4 and 6 to the Consolidated Financial Statements for additional information regarding the HCR ManorCare Acquisition, the Blackstone JV acquisition and Net Investments in DFLs, respectively).

        Additionally, HCP Ventures II was consolidated on January 14, 2011 (see Note 8 to the Consolidated Financial Statements for additional information), resulting in us recognizing rental and related revenues for the 25 leased properties commencing on that date. On September 1, 2011, for 21 of these 25 properties, we entered into management contracts in a structure permitted by RIDEA (see Note 12 to the Consolidated Financial Statements for additional information), resulting in the termination of the properties' leases. For these 21 properties that are now in a RIDEA structure, the resident-level revenues and related operating expenses are reported in our consolidated financial statements beginning on that date.

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Post-Acute/Skilled Nursing

        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands, except per bed data):

	SPP									Total Portfolio
	2012			2011			Change			2012			2011			Change
Rental revenues(1)	$	37,387		$	36,745		$	642		$	539,242		$	397,554		$	141,688
Operating expenses		75			(180	)		255			(386	)		(585	)		199
NOI	$	37,462		$	36,565		$	897		$	538,856		$	396,969		$	141,887
Straight-line rents		(547	)		(967	)		420			(547	)		(968	)		421
DFL accretion		—			—			—			(75,428	)		(56,089	)		(19,339	)
Amortization of above and below market lease intangibles, net		—			—			—			46			34			12
Adjusted NOI	$	36,915		$	35,598		$	1,317		$	462,927		$	339,946		$	122,981
Adjusted NOI % change								3.7	%
Property count(2)		44			44						312			312
Average capacity (beds)(3)		5,031			5,061						39,856			30,565
Average annual rent per bed	$	7,323		$	7,069					$	11,624		$	11,140

(1)

Represents rental and related revenues and income from DFLs.

(2)

From our past presentation of SPP for the year ended December 31, 2011, we removed a post-acute/skilled nursing property from SPP that was sold or classified as held for sale.

(3)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented.

        SPP NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2012 primarily increased as a result of 268 post-acute/skilled nursing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare (see Notes 3 and 6 to the Consolidated Financial Statements for additional information regarding the HCR ManorCare Acquisition and Net Investments in DFLs, respectively, and discussion regarding our share in the earnings of our 9.4% interest in HCR ManorCare below under the caption "Equity income from unconsolidated joint ventures").

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Life Science

        Results are as of and for the year ended December 31, 2012 and 2011 (dollars and square feet in thousands, except per sq. ft. data):

	SPP									Total Portfolio
	2012			2011			Change			2012			2011			Change
Rental and related revenues	$	243,469		$	244,401		$	(932	)	$	246,811		$	245,942		$	869
Tenant recoveries		42,164			41,882			282			42,853			42,209			644
Total revenues	$	285,633		$	286,283		$	(650	)	$	289,664		$	288,151		$	1,513
Operating expenses		(47,913	)		(49,123	)		1,210			(53,173	)		(52,796	)		(377	)
NOI	$	237,720		$	237,160		$	560		$	236,491		$	235,355		$	1,136
Straight-line rents		(8,590	)		(14,685	)		6,095			(9,730	)		(14,971	)		5,241
Amortization of above and below market lease intangibles, net		462			(1,066	)		1,528			411			(1,123	)		1,534
Lease termination fees		(175	)		(7,011	)		6,836			(175	)		(7,011	)		6,836
Adjusted NOI	$	229,417		$	214,398		$	15,019		$	226,997		$	212,250		$	14,747
Adjusted NOI % change								7.0	%
Property count		101			101						109			104
Average occupancy		91.4	%		90.5	%					89.6	%		89.6	%
Average occupied square feet		6,108			6,050						6,250			6,076
Average annual rent per occupied sq. ft.	$	45		$	44					$	45		$	44

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI increased primarily as a result of lease expansions and extensions and a decline in non-reimbursable operating expenses, partially offset by a decline in lease termination fees. Adjusted NOI increased primarily as a result of a $4 million rent payment in connection with a February 2012 amendment to a lease, annual rent escalations, lease expansions and extensions, and a decline in non-reimbursable operating expenses.

        During the year ended December 31, 2012, 978,000 square feet of new and renewal leases commenced at an average annual base rent of $21.71 per square foot compared to 776,000 square feet of expiring and terminated leases with an average annual base rent of $24.23 per square foot. During the year ended December 31, 2012, we acquired 77,000 square feet with an average annual base rent of $9.79 per square foot.

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Medical Office

        Results are as of and for the year ended December 31, 2012 and 2011 (dollars and square feet in thousands, except per sq. ft. data):

	SPP									Total Portfolio
	2012			2011			Change			2012			2011			Change
Rental and related revenues	$	271,002		$	265,851		$	5,151		$	285,331		$	272,362		$	12,969
Tenant recoveries		45,509			46,186			(677	)		49,480			47,753			1,727
Total revenues	$	316,511		$	312,037		$	4,474		$	334,811		$	320,115		$	14,696
Operating expenses		(119,447	)		(118,894	)		(553	)		(132,264	)		(127,902	)		(4,362	)
NOI	$	197,064		$	193,143		$	3,921		$	202,547		$	192,213		$	10,334
Straight-line rents		(4,069	)		(5,473	)		1,404			(5,121	)		(5,691	)		570
Amortization of above and below market lease intangibles, net		358			384			(26	)		457			(130	)		587
Lease termination fees		(314	)		—			(314	)		(314	)		(212	)		(102	)
Adjusted NOI	$	193,039		$	188,054		$	4,985		$	197,569		$	186,180		$	11,389
Adjusted NOI % change								2.7	%
Property count(1)		183			183						207			187
Average occupancy		91.4	%		90.9	%					91.1	%		90.9	%
Average occupied square feet		11,642			11,556						12,295			11,865
Average annual rent per occupied sq. ft.	$	27		$	26					$	27		$	26

(1)

From our past presentation of SPP for the year ended December 31, 2011, we removed (i) a MOB that was sold or classified as held for sale; and (ii) three MOBs that were placed into redevelopment in 2012, which no longer meet our criteria for SPP as of the date they were placed into redevelopment.

        SPP NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations and an increase in medical office occupancy.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI increased primarily as a result of the additive effect of our MOB acquisitions during 2012.

        During the year ended December 31, 2012, 2.2 million square feet of new and renewal leases commenced at an average annual base rent of $21.94 per square foot compared to 2.1 million square feet of expiring and terminated leases with an average annual base rent of $22.43 per square foot. During the year ended December 31, 2012, we acquired 1.1 million square feet with an average annual base rent of $22.19 per square foot.

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Hospital

        Results are as of and for the year ended December 31, 2012 and 2011 (dollars in thousands, except per bed data):

	SPP									Total Portfolio
	2012			2011			Change			2012			2011			Change
Rental and related revenues	$	79,110		$	77,676		$	1,434		$	82,167		$	80,832		$	1,335
Tenant recoveries		2,327			2,297			30			2,326			2,296			30
Total revenues	$	81,437		$	79,973		$	1,464		$	84,493		$	83,128		$	1,365
Operating expenses		(3,506	)		(4,328	)		822			(3,513	)		(4,330	)		817
NOI	$	77,931		$	75,645		$	2,286		$	80,980		$	78,798		$	2,182
Straight-line rents		(534	)		(904	)		370			(1,114	)		(1,525	)		411
Amortization of above and below market lease intangibles, net		(771	)		(771	)		—			(871	)		(871	)		—
Adjusted NOI	$	76,626		$	73,970		$	2,656		$	78,995		$	76,402		$	2,593
Adjusted NOI % change								3.6	%
Property count		16			16						17			17
Average capacity (beds)(1)		2,379			2,379						2,410			2,410
Average annual rent per bed	$	33,683		$	32,912					$	34,236		$	33,499

(1)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented. Certain operators in our hospital portfolio are not required under their respective leases to provide operational data.

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI and adjusted NOI increased for the year ended December 31, 2012 primarily as a result of rent escalations and the new leases that commenced in 2012 for two of our hospitals.

Other Income and Expense Items

        Interest income.    Interest income decreased $75 million to $25 million for the year ended December 31, 2012. The decrease was primarily the result of the following: (i) a decrease of $54 million in income earned from and due to the settlement of our HCR ManorCare debt investments in 2011 and (ii) a decrease of $43 million in income earned from and as a result of prepayment premiums and unamortized discounts recognized in April 2011 upon the early repayment of our loans to Genesis HealthCare. The decreases in interest income were partially offset by $19 million of interest earned from our loan and senior unsecured notes investments in 2012 (see Notes 7 and 10, respectively, to the Consolidated Financial Statements for additional information).

        Interest expense.    For the year ended December 31, 2012, interest expense increased $734,000 to $417 million. The increase was primarily due to an increase of $13 million resulting from our senior unsecured notes offerings, net of related maturities of certain senior unsecured notes during 2011 and 2012. The increase was offset by the $11 million write-off of unamortized loan fees related to a terminated bridge loan commitment in 2011 and a decrease resulting from the payoff of certain mortgage debt during 2011.

        Our exposure to expense fluctuations related to our variable rate indebtedness is substantially mitigated by our interest rate swap contracts. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

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        The table below sets forth information with respect to our debt, excluding premiums and discounts (dollars in thousands):

	As of December 31,(1)
	2012			2011
Balance:
Fixed rate	$	8,606,075		$	7,166,349
Variable rate		40,385			502,919
Total	$	8,646,460		$	7,669,268
Percent of total debt:
Fixed rate		99.5	%		93.4	%
Variable rate		0.5			6.6
Total		100	%		100	%
Weighted average interest rate at end of period:
Fixed rate		5.23	%		5.83	%
Variable rate		1.49	%		2.19	%
Total weighted average rate		5.22	%		5.59	%

(1)

Excludes $82 million and $88 million at December 31, 2012 and 2011, respectively, of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities. At December 31, 2012, $86 million of variable-rate mortgages and £137 million ($223 million) term loan are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float). At December 31, 2011, $88 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float); the interest rates for swapped debt are presented at the swapped rates.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $8 million to $358 million for the year ended December 31, 2012. The increase was primarily the result of additive effects of our acquisitions during 2011 and 2012.

        General and administrative expenses.    General and administrative expenses decreased $17 million to $79 million for the year ended December 31, 2012. The decrease was primarily due to an insurance recovery of $7 million during 2012 for previously incurred legal expenses and a decrease of $8 million in acquisition costs incurred during 2012 compared to similar costs incurred during 2011.

        Litigation settlement and provision.    On November 9, 2011, we entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against us arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. As part of the settlement, we paid $125 million to Ventas, which resulted in a charge for the same amount (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements). No similar charges were recognized during the year ended December 31, 2012.

        Impairments (recoveries).    During the year ended December 31, 2012, we recognized an impairment of $8 million as a result of the disposition of a life science land parcel (see Note 17 to the Consolidated Financial Statements for additional information). During the year ended December 31, 2011, we recognized an impairment of $15 million related to a senior secured term loan as a result of concluding that the carrying value of the loan was in excess of the fair value of the related collateral supporting the loan (see Note 7 to the Consolidated Financial Statements for additional information).

        Other income, net.    For the year ended December 31, 2012, other income, net decreased $10 million to $3 million. The decrease was primarily the result of a gain of $8 million resulting from our acquisition of our partner's 65% interest in and consolidation of HCP Ventures II in January 2011

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(see Note 8 to the Consolidated Financial Statements for additional information) and $6 million received in connection with a litigation settlement in June 2011 that represents proceeds owed to us from a prior sale of assets. No similar gain upon consolidation was recognized or settlements were received during the year ended December 31, 2012. The decreases were partially offset by a $5 million charge during the year ended December 31, 2011 for an other-than-temporary impairment of marketable equity securities.

        Income taxes.    For the year ended December 31, 2012, income taxes decreased $3 million to a benefit of $2 million. The decrease in income taxes was primarily due to the tax benefit resulting from declines in taxable income of our TRS entities during the year ended December 31, 2012.

        Equity income from unconsolidated joint ventures.    Equity income from unconsolidated joint ventures is primarily the result of our 9.4% equity interest in HCR ManorCare. The October 2011 CMS reduction of skilled nursing reimbursements under Resource Utilization Group-Version 4 ("RUGs-IV"), together with changes in requirements for the delivery of group therapy services, reduced HCR ManorCare's revenues and increased its therapy costs in 2012. HCR ManorCare partially mitigated these adverse impacts through a cost reduction program. Further, HCR ManorCare experienced increased exposure to general and professional liability claims resulting in higher charges in 2012, which, together with the circumstances discussed above, reduced our share in the earnings from our equity interest in HCR ManorCare.

        During the year ended December 31, 2012, equity income from unconsolidated joint ventures increased $8 million to $54 million. This increase primarily was the result of the full-year share of earnings from our interest in HCR ManorCare, Inc. compared to a partial-year in 2011 (see Notes 3 and 8 to the Consolidated Financial Statements for additional information). The Company's share of earnings from HCR ManorCare (equity income) increases for the corresponding reduction of related lease expense recognized at the HCR ManorCare level.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2012 was $34 million, compared to $7 million for the comparable period in 2011. The increase is primarily due to an increase in gains on real estate dispositions of $28 million, partially offset by a decline in operating income from discontinued operations of $2 million. During the year ended December 31, 2012, we sold real estate investments for $151 million, compared to $19 million for the year ended December 31, 2011.

Comparison of the Year Ended December 31, 2011 to the Year Ended December 31, 2010

Segment NOI and Adjusted NOI

        The tables below provide selected operating information for our SPP and total property portfolio for each of our five business segments. Our consolidated SPP consists of 550 properties representing properties acquired or placed in service and stabilized on or prior to January 1, 2010 and that remained in operations under a consistent reporting structure through December 31, 2011. Our consolidated total property portfolio represents 932 and 566 properties at December 31, 2011 and 2010, respectively, and excludes properties classified as discontinued operations.

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Senior Housing

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands except per unit data):

	SPP									Total Portfolio
	2011			2010			Change			2011			2010			Change
Rental revenues(1)	$	364,029		$	329,926		$	34,103		$	470,592		$	337,220		$	133,372
Resident fees and services		3,542			32,596			(29,054	)		50,619			32,596			18,023
Total revenues	$	367,571		$	362,522		$	5,049		$	521,211		$	369,816		$	151,395
Operating expenses		(991	)		(26,474	)		25,483			(34,538	)		(28,773	)		(5,765	)
NOI	$	366,580		$	336,048		$	30,532		$	486,673		$	341,043		$	145,630
Straight-line rents		(32,612	)		(20,416	)		(12,196	)		(34,911	)		(21,746	)		(13,165	)
DFL accretion		(9,052	)		(10,641	)		1,589			(17,918	)		(10,641	)		(7,277	)
Amortization of above and below market lease intangibles, net		(1,569	)		(1,974	)		405			(1,466	)		(1,974	)		508
Lease termination fees		—			—			—			1,350			—			1,350
Adjusted NOI	$	323,347		$	303,017		$	20,330		$	433,728		$	306,682		$	127,046
Adjusted NOI % change								6.7	%
Property count(2)		214			214						312			221
Average capacity (units)(3)		24,246			24,219						33,911			24,453
Average annual rent per unit(4)	$	13,377		$	13,605					$	12,887		$	12,656

(1)

Represents rental and related revenues and income from DFLs.

(2)

From our past presentation of SPP for the year ended December 31, 2010, we removed five senior housing properties from SPP that were sold or classified as held for sale.

(3)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented.

(4)

Average annual rent per unit for operating properties under a RIDEA structure is based on NOI.

        SPP NOI and Adjusted NOI.    SPP NOI increased primarily as a result of rent escalations related to new leases or leases not subject to straight-line rents. SPP NOI includes a decline in resident fees and services and operating expenses as a result of the consolidation of 27 properties in four variable interest entities from August 31, 2010 to November 1, 2010 (see Notes 12 and 18 to the Consolidated Financial Statement s for additional information regarding these VIEs). SPP adjusted NOI improved primarily as a result of annual rent escalations and an increase in rental revenues from properties transitioned from Sunrise to other operators.

        Total Portfolio NOI and Adjusted NOI.    Including the impact of our SPP, our total portfolio NOI and adjusted NOI for the year ended December 31, 2011 primarily increased as a result of 66 senior housing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare.

        Additionally, HCP Ventures II was consolidated on January 14, 2011 (see Note 8 to the Consolidated Financial Statements for additional information), resulting in us recognizing rental and related revenues for the 25 leased properties commencing on that date. On September 1, 2011, for 21 of these 25 properties, we entered into management contracts in a structure permitted by RIDEA (see Note 12 to the Consolidated Financial Statements for additional information), resulting in the termination of the properties' leases. For these 21 properties that are now in a RIDEA structure, the

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resident-level revenues and related operating expenses are reported in our consolidated financial statements beginning on that date.

Post-Acute/Skilled Nursing

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands, except per bed data):

	SPP									Total Portfolio
	2011			2010			Change			2011			2010			Change
Rental revenues(1)	$	36,745		$	36,023		$	722		$	397,554		$	36,023		$	361,531
Operating expenses		(180	)		(135	)		(45	)		(585	)		(176	)		(409	)
NOI	$	36,565		$	35,888		$	677		$	396,969		$	35,847		$	361,122
Straight-line rents		(967	)		(1,162	)		195			(968	)		(1,162	)		194
DFL accretion		—			—			—			(56,089	)		—			(56,089	)
Amortization of above and below market lease intangibles, net		—			—			—			34			—			34
Adjusted NOI	$	35,598		$	34,726		$	872		$	339,946		$	34,685		$	305,261
Adjusted NOI % change								2.5	%
Property count(2)		44			44						312			44
Average capacity (beds)(3)		5,061			5,063						30,565			5,063
Average annual rent per bed	$	7,069		$	6,885					$	11,140		$	6,885

(1)

Represents rental and related revenues and income from DFLs.

(2)

From our past presentation of SPP for the year ended December 31, 2010, we removed a post-acute/skilled nursing property from SPP that was sold or classified as held for sale.

(3)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented.

        Total Portfolio NOI and Adjusted NOI.    Our total portfolio NOI and adjusted NOI for the year ended December 31, 2011 primarily increased as a result of 268 post-acute/skilled nursing leased properties classified as DFLs that were acquired on April 7, 2011 from HCR ManorCare.

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Life Science

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars and square feet in thousands, except per sq. ft. data):

	SPP									Total Portfolio
	2011			2010			Change			2011			2010			Change
Rental and related revenues	$	236,996		$	235,675		$	1,321		$	245,942		$	237,160		$	8,782
Tenant recoveries		39,671			39,375			296			42,209			39,602			2,607
Total revenues	$	276,667		$	275,050		$	1,617		$	288,151		$	276,762		$	11,389
Operating expenses		(45,570	)		(45,613	)		43			(52,796	)		(48,492	)		(4,304	)
NOI	$	231,097		$	229,437		$	1,660		$	235,355		$	228,270		$	7,085
Straight-line rents		(14,430	)		(15,395	)		965			(14,971	)		(15,673	)		702
Amortization of above and below market lease intangibles, net		(1,053	)		(394	)		(659	)		(1,123	)		(392	)		(731	)
Lease termination fees		(7,011	)		(7,267	)		256			(7,011	)		(7,267	)		256
Adjusted NOI	$	208,603		$	206,381		$	2,222		$	212,250		$	204,938		$	7,312
Adjusted NOI % change								1.1	%
Property count		95			95						104			98
Average occupancy		92.2	%		90.0	%					89.6	%		89.0	%
Average occupied square feet		5,825			5,687						6,076			5,740
Average annual rent per occupied sq. ft.	$	44		$	44					$	44		$	44

        SPP NOI and Adjusted NOI.    SPP NOI increased primarily as a result of annual rent escalations on leases not subject to straight-line rents. SPP adjusted NOI primarily increased as a result of annual rent escalations, partially offset by a decline due to deferred rent payments in 2010 that did not reoccur in 2011.

        Total Portfolio NOI and Adjusted NOI.    Including the impact from our SPP, our total portfolio NOI increased primarily as a result of the additive effect of our life science acquisitions during 2010 and 2011.

        During the year ended December 31, 2011, 949,000 square feet of new and renewal leases commenced at an average annual base rent of $24.32 per square foot compared to 852,000 square feet of expiring and terminated leases with an average annual base rent of $24.62 per square foot. During the year ended December 31, 2011, we acquired 140,000 square feet with an average annual base rent of $33.30 per square foot.

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Medical Office

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars and square feet in thousands, except per sq. ft. data):

	SPP									Total Portfolio
	2011			2010			Change			2011			2010			Change
Rental and related revenues	$	263,743		$	260,083		$	3,660		$	272,362		$	262,276		$	10,086
Tenant recoveries		45,191			46,631			(1,440	)		47,753			47,009			744
Total revenues	$	308,934		$	306,714		$	2,220		$	320,115		$	309,285		$	10,830
Operating expenses		(118,909	)		(121,576	)		2,667			(127,902	)		(127,887	)		(15	)
NOI	$	190,025		$	185,138		$	4,887		$	192,213		$	181,398		$	10,815
Straight-line rents		(5,065	)		(3,162	)		(1,903	)		(5,691	)		(3,159	)		(2,532	)
Amortization of above and below market lease intangibles, net		(130	)		(2,179	)		2,049			(130	)		(2,187	)		2,057
Lease termination fees		—			(3	)		3			(212	)		(398	)		186
Adjusted NOI	$	184,830		$	179,794		$	5,036		$	186,180		$	175,654		$	10,526
Adjusted NOI % change								2.8	%
Property count(1)		181			181						187			186
Average occupancy		90.7	%		90.6	%					90.9	%		90.6	%
Average occupied square feet		11,483			11,467						11,865			11,583
Average annual rent per occupied sq. ft.	$	26		$	26					$	26		$	26

(1)

From our past presentation of SPP for the year ended December 31, 2010, we removed a MOB that was sold or classified as held for sale.

        SPP Portfolio NOI and Adjusted NOI.    SPP NOI and adjusted NOI increased year-over-year primarily as a result of rent escalations and an increase in medical office occupancy.

        Total Portfolio NOI and Adjusted NOI.    In addition to the impact from SPP, total portfolio NOI and adjusted NOI increased year-over-year as a result of the additive effect of our MOB acquisitions during 2010 and 2011.

        During the year ended December 31, 2011, 1.9 million square feet of new and renewal leases commenced at an average annual base rent of $22.01 per square foot compared to 1.8 million square feet of expiring and terminated leases with an average annual base rent of $22.92 per square foot. During the year ended December 31, 2011, we acquired 132,000 square feet with an average annual base rent of $18.74 per square foot.

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Hospital

        Results are as of and for the year ended December 31, 2011 and 2010 (dollars in thousands, except per bed data):

	SPP									Total Portfolio
	2011			2010			Change			2011			2010			Change
Rental and related revenues	$	77,676		$	77,613		$	63		$	80,832		$	81,091		$	(259	)
Tenant recoveries		2,297			2,400			(103	)		2,296			2,400			(104	)
Total revenues	$	79,973		$	80,013		$	(40	)	$	83,128		$	83,491		$	(363	)
Operating expenses		(4,328	)		(4,831	)		503			(4,330	)		(4,830	)		500
NOI	$	75,645		$	75,182		$	463		$	78,798		$	78,661		$	137
Straight-line rents		(904	)		(3,683	)		2,779			(1,525	)		(4,148	)		2,623
Amortization of above and below market lease intangibles, net		(771	)		(771	)		—			(871	)		(871	)		—
Adjusted NOI	$	73,970		$	70,728		$	3,242		$	76,402		$	73,642		$	2,760
Adjusted NOI % change								4.6	%
Property count(1)		16			16						17			17
Average capacity (beds)(2)		2,379			2,368						2,410			2,399
Average annual rent per bed	$	32,912		$	31,908					$	33,499		$	32,710

(1)

From our past presentation of SPP for the year ended December 31, 2010, we removed a hospital that was placed into redevelopment in 2011, which no longer meets our criteria for SPP as of the date placed into redevelopment.

(2)

Represents average capacity as reported by the respective tenants or operators for the twelve month period and a quarter in arrears from the periods presented. Certain operators in our hospital portfolio are not required under their respective leases to provide operational data.

        SPP and Total Portfolio NOI and Adjusted NOI.    NOI increased for the year ended December 31, 2011 primarily as a result of rent escalations. Adjusted NOI increased primarily as a result of rent escalations and the expiration of rent abatements on our Irvine hospital.

Other Income and Expense Items

        Interest income.    For the year ended December 31, 2011, interest income decreased $60 million to $100 million as a result of decreases of income earned from and due to the settlement of our HCR ManorCare debt investments in 2011 of $58 million, a decrease of $12 million due to interest earned from marketable debt securities that were sold in 2010 and a decline of $12 million of interest earned from our Delphis loan as it was placed on non-accrual status in 2011; these decreases were partially offset by an increase of $35 million in interest earned and prepayment premiums and unamortized discounts recognized in April 2011 upon the early repayment of our loans to Genesis HealthCare. For a more detailed description of our loan investments and marketable debt securities, see Notes 7 and 10, respectively, to the Consolidated Financial Statements.

        Investment management fee income.    Investment management fee income decreased $3 million to $2 million for the year ended December 31, 2011 primarily as a result of acquiring our partner's 65% interest in HCP Ventures II on January 14, 2011, which resulted in the termination of the partnerships' related management contracts.

        Interest expense.    For the year ended December 31, 2011, interest expense increased $131 million to $416 million. The increase in interest expense was primarily due to a $111 million increase from our $2.4 billion senior unsecured notes offering in January 2011 as a result of prefunding activities from our

58

HCR ManorCare Acquisition, the $11 million write-off of unamortized loan fees related to an expired bridge loan commitment and the consolidation of HCP Ventures II on January 14, 2011 that included the consolidation of $635 million of mortgage debt, which increases were partially offset by the impact of repayments of mortgage debt related to contractual maturities and senior unsecured notes during 2010 and 2011 and lower interest rates during 2011 as compared to 2010.

        Our exposure to expense fluctuations related to our variable rate indebtedness is substantially mitigated by our interest rate swap contracts. For a more detailed discussion of our interest rate risk, see "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

        The table below sets forth information with respect to our debt, excluding premiums and discounts (dollars in thousands):

	As of December 31,(1)
	2011			2010
Balance:
Fixed rate	$	7,166,349		$	4,260,027
Variable rate		502,919			306,290
Total	$	7,669,268		$	4,566,317
Percent of total debt:
Fixed rate		93	%		93	%
Variable rate		7			7
Total		100	%		100	%
Weighted average interest rate at end of period:
Fixed rate		5.83	%		6.35	%
Variable rate		2.19	%		4.03	%
Total weighted average rate		5.59	%		6.19	%

(1)

December 31, 2011 and 2010 excludes $88 million and $92 million, respectively, of other debt that represents non-interest bearing life care bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities. At December 31, 2011, $88 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float). At December 31, 2010, $250 million of fixed-rate senior unsecured notes are presented as variable-rate debt as the interest payments under such debt has been swapped (pay float and receive fixed) and $60 million of variable-rate mortgages are presented as fixed-rate debt as the interest payments under such debt have been swapped (pay fixed and receive float); the interest rates for swapped debt are presented at the swapped rates.

        Depreciation and amortization expense.    Depreciation and amortization expenses increased $43 million to $350 million for the year ended December 31, 2011. The increase in depreciation and amortization expense was primarily related to: (i) a $37 million increase as a result of the consolidation of HCP Ventures II on January 14, 2011 and (ii) a $12 million increase from the additive effect of our other property acquisitions during 2010 and 2011.

        General and administrative expenses.    General and administrative expenses increased $13 million to $96 million for the year ended December 31, 2011. The increase in general and administrative expenses was a result of increases in acquisition costs, primarily attributable to our HCR ManorCare Acquisition and compensation related expenses. These increases were partially offset by a decrease in legal fees associated with litigation matters (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements).

        Litigation settlement and provision.    On November 9, 2011, we entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against us arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. As part of the settlement, we paid $125 million to

59

Ventas, which resulted in a charge for the same amount (see the information set forth under the heading "Legal Proceedings" of Note 12 to the Consolidated Financial Statements). No similar charges were recognized during the year ended December 31, 2010.

        Impairments (recoveries).    During the year ended December 31, 2011, we recognized an impairment of $15 million related to our Delphis senior secured term loan as a result of concluding that the carrying value of this loan was in excess of the fair value of the related collateral supporting this loan (see Note 7 to the Consolidated Financial Statements).

        During the year ended December 31, 2010, we recognized aggregate income of $12 million, which represents impairment recoveries of portions of impairment charges recognized in 2009 of investments related to Erickson Retirement Communities and its affiliate entities ("Erickson"). Erickson was the tenant at three of our senior housing CCRC DFLs and the borrower of a senior construction loan in which we had a participation interest (see Note 6 to the Consolidated Financial Statements).

        Other income, net.    For the year ended December 31, 2011, other income, net decreased $3 million to $13 million. The year ended December 31, 2011, included the net impact of the following: (i) a gain of $8 million resulting from our January 2011 acquisition of our partner's 65% interest in and consolidation of HCP Ventures II, (ii) income of $6 million in connection with a litigation settlement in June 2011 for proceeds owed to the Company from a sale of assets, and (iii) a charge of $5 million for an other-than-temporary impairment of marketable equity securities. The year ended December 31, 2010 included gains on marketable securities of $15 million.

        Equity income from unconsolidated joint ventures.    During the year ended December 31, 2011, equity income from unconsolidated joint ventures increased $42 million to $47 million. This increase was primarily a result of equity income from our 9.4% interest in HCR ManorCare (see Notes 3 and 8 to the Consolidated Financial Statements for additional information), partially offset by the impact of our consolidation of HCP Ventures II on January 14, 2011, which was previously accounted for as an equity method investment.

        Impairments of investments in unconsolidated joint ventures.    During the year ended December 31, 2010, we recognized impairments of $72 million related to our 35% interest in HCP Ventures II, an unconsolidated joint venture that owned 25 senior housing properties previously leased by Horizon Bay (see Note 8 to the Consolidated Financial Statements). No similar impairments were recognized during the year ended December 31, 2011.

        Discontinued operations.    Income from discontinued operations for the year ended December 31, 2011 was $7 million, compared to $29 million for the comparable period in 2010. The decrease is primarily due to a decrease in gains on real estate dispositions of $17 million and a decline in operating income from discontinued operations of $5 million. During the year ended December 31, 2011, we sold properties for $19 million, compared to $56 million for the year ended December 31, 2010.

Liquidity and Capital Resources

        Our principal liquidity needs are to: (i) fund recurring operating expenses, (ii) meet debt service requirements, including $550 million of senior unsecured notes and $292 million of mortgage debt principal payments and maturities in 2013, (iii) fund capital expenditures, including tenant improvements and leasing costs, (iv) fund acquisition and development activities, and (v) make dividend distributions. We anticipate that cash flow from continuing operations over the next 12 months will be adequate to fund our business operations, debt service payments, recurring capital expenditures and cash dividends to shareholders. Capital requirements relating to maturing indebtedness, acquisitions and development activities may require funding from borrowings and/or equity and debt offerings.

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        Access to capital markets impacts our cost of capital and ability to refinance maturing indebtedness, as well as our ability to fund future acquisitions and development through the issuance of additional securities or secured debt. Credit ratings impact our ability to access capital and directly impact our cost of capital as well. For example, as noted below, our revolving line of credit facility accrues interest at a rate per annum equal to LIBOR plus a margin that depends upon our debt ratings. We also pay a facility fee on the entire revolving commitment that depends upon our debt ratings. As of February 11, 2013, we had a credit rating of BBB+ from Fitch, Baa1 from Moody's and BBB+ from S&P on our senior unsecured debt securities.

        Net cash provided by operating activities was $1 billion and $724 million for the years ended December 31, 2012 and 2011, respectively. The increase in operating cash flows is primarily the result of the following: (i) the additive impact of our acquisitions in 2011 and 2012, (ii) assets placed in service in 2011 and 2012 and (iii) rent escalations and resets in 2011 and 2012, which increases were partially offset by increased debt interest payments. Our cash flows from operations are dependent upon the occupancy level of multi-tenant buildings, rental rates on leases, our tenants' performance on their lease obligations, the level of operating expenses and other factors.

        The following are significant investing and financing activities for the year ended December 31, 2012:

•

acquired $1.9 billion of real estate, including the $1.7 billion Blackstone JV acquisition;

•

purchased $215 million (£137 million) of senior unsecured notes and funded $219 million of loans;

•

raised $3.5 billion of debt and equity capital to fund, among other things, the aforementioned investments, repay debt totaling $860 million and redeem preferred securities for $296 million; and

•

paid dividends on common and preferred stock of $865 million, which are generally funded by cash provided by our operating activities.

Debt

        Bank line of credit and Term Loan.    On March 27, 2012, we executed an amendment to our existing $1.5 billion unsecured revolving line of credit facility (the "Facility"). This amendment reduces the cost of the Facility (lower borrowing rate and facility fee) and extends the Facility's maturity by one additional year to March 2016. The Facility contains a one-year extension option. Borrowings under this Facility accrue interest at LIBOR plus a margin that depends upon our debt ratings. We pay a facility fee on the entire revolving commitment that depends on our debt ratings. Based on our debt ratings at February 11, 2013, the margin on the Facility was 1.075%, and the facility fee was 0.175%. The Facility also includes a feature that will allow us to increase the borrowing capacity by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions.

        On July 30, 2012, we entered into a credit agreement with a syndicate of banks for a £137 million ($223 million at December 31, 2012) four-year unsecured Term Loan (the "Term Loan") that accrues interest at a rate of GBP LIBOR plus 1.20%, based on our current debt ratings. Concurrent with the closing of the Term Loan, we entered into a four-year interest rate swap agreement that fixed the rate of the Term Loan at 1.81%, subject to adjustments based on our credit ratings. The Term Loan contains a one-year committed extension option.

        Our Facility and Term Loan contain certain financial restrictions and other customary requirements. Among other things, these covenants, using terms defined in the agreements (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio

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of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $9.2 billion at December 31, 2012. At December 31, 2012, we were in compliance with each of these restrictions and requirements of the Facility and Term Loan.

        Our Facility also contains cross-default provisions to other indebtedness of ours, including in some instances, certain mortgages on our properties. Certain mortgages contain default provisions relating to defaults under the leases or operating agreements on the applicable properties by our operators or tenants, including default provisions relating to the bankruptcy filings of such operator or tenant. Although we believe that we would be able to secure amendments under the applicable agreements if a default as described above occurs, such a default may result in significantly less favorable borrowing terms than currently available, material delays in the availability of funding or other material adverse consequences.

        Senior unsecured notes.    At December 31, 2012, we had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion. Interest rates on the notes ranged from 1.21% to 7.07% with a weighted average effective interest rate of 5.10% and a weighted average maturity of six years at December 31, 2012. The senior unsecured notes contain certain covenants including limitations on debt, maintenance of unencumbered assets, cross-acceleration provisions and other customary terms. At December 31, 2012, we believe we were in compliance with these covenants.

        Mortgage debt.    At December 31, 2012, we had $1.7 billion in aggregate principal amount of mortgage debt outstanding that is secured by 135 healthcare facilities (including redevelopment properties) with a carrying value of $2.1 billion. Interest rates on the mortgage debt ranged from 1.54% to 8.69% with a weighted average effective interest rate of 6.13% and a weighted average maturity of four years at December 31, 2012.

        Mortgage debt generally requires monthly principal and interest payments, is collateralized by certain properties and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered properties, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into and terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple properties and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

        Other debt.    At December 31, 2012, we had $82 million of non-interest bearing life care bonds at two of our continuing care retirement communities and non-interest bearing occupancy fee deposits at two of our senior housing facilities, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). The Life Care Bonds are refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

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Debt Maturities

        The following table summarizes our stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year	Term Loan(1)		Senior Unsecured Notes			Mortgage			Total(2)
2013	$	—	$	550,000		$	291,747		$	841,747
2014		—		487,000			179,695			666,695
2015		—		400,000			308,048			708,048
2016		222,694		900,000			291,338			1,414,032
2017		—		750,000			550,052			1,300,052
Thereafter		—		3,650,000			65,886			3,715,886
		222,694		6,737,000			1,686,766			8,646,460
(Discounts) and premiums, net		—		(24,376	)		(10,222	)		(34,598	)
	$	222,694	$	6,712,624		$	1,676,544		$	8,611,862

(1)

Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)

Excludes $82 million of other debt that represents Life Care Bonds that have no scheduled maturities.

        Derivative Financial Instruments.    We use derivative instruments to mitigate the effects of interest rate and foreign exchange fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. We do not use derivative instruments for speculative or trading purposes.

        The following table summarizes our outstanding interest rate and foreign exchange swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered	Maturity Date		Hedge Designation	Fixed Rate/Buy Amount			Floating/Exchange Rate Index	Notional/Sell Amount		Fair Value
July 2005		July 2020	Cash Flow		3.82	%	BMA Swap Index	$	45,600	$	(8,666	)
November 2008		October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,000		(3,878	)
July 2009		July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		13,700		(155	)
July 2012		June 2016	Cash Flow		1.81	%	1 Month GBP LIBOR+1.20%		£137,000		89
July 2012		June 2016	Cash Flow	$	79,600		Buy USD/Sell GBP		£  50,700		(2,641	)

        For a more detailed description of our derivative financial instruments, see Note 24 to the Consolidated Financial Statements and "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A.

Equity

        At December 31, 2012, we had 453 million shares of common stock outstanding. At December 31, 2012, equity totaled $10.8 billion, and our equity securities had a market value of $20.7 billion.

        As of December 31, 2012, there were a total of four million DownREIT units outstanding in four limited liability companies in which we are the managing member. The DownREIT units are exchangeable for an amount of cash approximating the then-current market value of shares of our common stock or, at our option, shares of our common stock (subject to certain adjustments, such as stock splits and reclassifications).

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Shelf Registration

        We have a prospectus that we filed with the SEC as part of a registration statement on Form S-3ASR, using a shelf registration process which expires in July 2015. Under the "shelf" process, we may sell any combination of the securities in one or more offerings. The securities described in the prospectus include common stock, preferred stock, depositary shares, debt securities and warrants.

        The prospectus only provides a general description of the securities we may offer. The prospectus may not be used to sell securities unless accompanied by a prospectus supplement or a free writing prospectus. Each time we sell securities under the shelf registration, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered and of the offering. The prospectus supplement may also add, update or change information contained in the prospectus.

        We may offer and sell the securities pursuant to the prospectus through underwriters, dealers or agents or directly to purchasers, on a continuous or delayed basis. The securities may also be resold by selling security holders. The prospectus supplement for each offering will describe in detail the plan of distribution for that offering and will set forth the names of any underwriters, dealers or agents involved in the offering and any applicable fees, commissions or discount arrangements. We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement, and unless otherwise set forth in a therein, we will not receive any proceeds if the securities are sold by a selling security holder.

Non-GAAP Financial Measure—Funds From Operations ("FFO")

        We believe FFO applicable to common shares, diluted FFO applicable to common shares, and basic and diluted FFO per common share are important supplemental non-GAAP measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets utilizes straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. The term FFO was designed by the REIT industry to address this issue.

        FFO is defined as net income applicable to common shares (computed in accordance with GAAP), excluding gains or losses from acquisition and dispositions of depreciable real estate or related interests, impairments of, or related to, depreciable real estate, plus real estate and DFL depreciation and amortization, with adjustments for joint ventures. Adjustments for joint ventures are calculated to reflect FFO on the same basis. FFO does not represent cash generated from operating activities in accordance with GAAP, is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to net income. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts' ("NAREIT") definition; however, other REITs may report FFO differently or have a different interpretation of the current NAREIT definition from us. In addition, we present FFO before the impact of litigation settlement charges, preferred stock redemption charges, impairments (recoveries) of non-depreciable assets and merger-related items (defined below) ("FFO as adjusted"). Management believes FFO as adjusted is a useful alternative measurement. This measure is a modification of the NAREIT definition of FFO and should not be used as an alternative to net income (determined in accordance with GAAP).

        Details of certain items that affect comparability are discussed under Results of Operations above. The following is a reconciliation from net income applicable to common shares, the most direct

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comparable financial measure calculated and presented in accordance with GAAP, to FFO and FFO as adjusted (in thousands, except per share data):

	Year Ended December 31,
	2012			2011			2010
Net income applicable to common shares	$	812,289		$	515,302		$	307,498
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations		358,245			349,922			306,934
Discontinued operations		8,267			7,473			6,513
DFL depreciation		12,756			8,840			—
Gain on sales of real estate		(31,454	)		(3,107	)		(19,925	)
Gain upon consolidation of joint venture		—			(7,769	)		—
Impairments of interests in unconsolidated joint venture		—			—			71,693
Equity income from unconsolidated joint ventures		(54,455	)		(46,750	)		(4,770	)
FFO from unconsolidated joint ventures		64,933			56,887			25,288
Noncontrolling interests' and participating securities' share in earnings		17,547			18,062			15,767
Noncontrolling interests' and participating securities' share in FFO		(21,620	)		(20,953	)		(18,361	)
FFO applicable to common shares	$	1,166,508		$	877,907		$	690,637
Distributions on dilutive convertible units		13,028			6,916			11,847
Diluted FFO applicable to common shares	$	1,179,536		$	884,823		$	702,484
Diluted FFO per common share	$	2.72		$	2.19		$	2.25
Weighted average shares used to calculate diluted FFO per common share		434,328			403,864			312,797
Diluted earnings per common share	$	1.90		$	1.29		$	1.00
Depreciation and amortization of real estate, in-place lease and other intangibles		0.85			0.89			1.02
DFL depreciation		0.03			0.02			—
Gain on sales of real estate and upon consolidation of joint venture		(0.07	)		(0.03	)		(0.06	)
Impairments of interests in unconsolidated joint ventures		—			—			0.23
Joint venture and participating securities FFO adjustments		0.01			0.02			0.06
Diluted FFO per common share	$	2.72		$	2.19		$	2.25
Impact of adjustments to FFO:
Preferred stock redemption charge(1)	$	10,432		$	—		$	—
Litigation settlement and provision charges(2)		—			125,000			—
Other impairments (recoveries)(3)		7,878			15,400			(11,900	)
Merger-related items(4)		5,642			26,596			4,339
	$	23,952		$	166,996		$	(7,561	)

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	Year Ended December 31,
	2012		2011		2010
FFO as adjusted applicable to common shares	$	1,190,460	$	1,044,903	$	683,076
Distributions on dilutive convertible units		12,957		11,646		12,089
Diluted FFO as adjusted	$	1,203,417	$	1,056,549	$	695,165
Diluted FFO as adjusted per common share	$	2.78	$	2.69	$	2.23
Weighted average shares used to calculate diluted FFO as adjusted per common share(5)		433,607		393,237		311,285

(1)

In connection with the redemption of our preferred stock, during the year ended December 31, 2012, we incurred a redemption charge of $10.4 million related to the original issuance costs.

(2)

The litigation settlement charge during the year ended December 31, 2011 relates to the Ventas settlement.

(3)

The following impairments, net of recoveries had an impact on FFO:

•

The impairment charge during the year ended December 31, 2012 relates to the sale of a land parcel in our life science segment.

•

The impairment charge during the year ended December 31, 2011 relates to our senior secured loan to Delphis.

•

Recoveries for the year ended December 31, 2010 relate to portions of previous impairment charges related to investments in three direct financing leases (non-depreciable due to lessee purchase option) and a participation interest in a senior construction loan related to Erickson.

(4)

The year ended December 31, 2012 merger-related items of $0.02 per share attributable to the Senior Housing Portfolio acquisition include direct transaction costs and the impact of the negative carry of prefunding the transaction with the $1.0 billion, or 22 million shares, common stock offering completed on October 19, 2012 on the calculation of weighted average shares. Proceeds from this offering were used to fund the Senior Housing Portfolio Acquisition. Merger-related items for the year ended December 31, 2011 are attributable to our HCR ManorCare Acquisition (incurred from January 1st through April 6th 2011), which include the following: (i) $26.8 million of direct transaction costs, (ii) $23.9 million of interest expense associated with the $2.4 billion senior unsecured notes issued on January 24, 2011, proceeds from which were obtained to prefund the HCR ManorCare Acquisition, partially offset by (iii) $24.1 million of income related to gains upon the reinvestment of the our debt investment in HCR ManorCare and other miscellaneous items. Merger-related items for 2010 primarily include professional fees associated with our HCR ManorCare Acquisition.

(5)

Our weighted average shares used to calculate diluted FFO as adjusted eliminate the impact of 46 million shares of common stock from our December 2010 offering and 30 million shares from our March 2011 common stock offering (excludes 4.5 million shares sold to the underwriters upon exercise of their option to purchase additional shares), which issuances increased our weighted average shares by 12.9 million and 1.5 million for the years ended December 31, 2011 and 2010, respectively. Proceeds from these offerings were used to fund a portion of the cash consideration for the HCR ManorCare Acquisition.

Off-Balance Sheet Arrangements

        We own interests in certain unconsolidated joint ventures as described under Note 8 to the Consolidated Financial Statements. Except in limited circumstances, our risk of loss is limited to our investment in the joint venture and any outstanding loans receivable. In addition, we have certain properties which serve as collateral for debt that is owed by a previous owner of certain of our facilities, as described under Note 12 to the Consolidated Financial Statements. Our risk of loss for these certain properties is limited to the outstanding debt balance plus penalties, if any. We have no other material off-balance sheet arrangements that we expect would materially affect our liquidity and capital resources except those described below under Contractual Obligations.

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Contractual Obligations

        The following table summarizes our material contractual payment obligations and commitments at December 31, 2012 (in thousands):

	Total(1)		Less than One Year		2014-2015		2016-2017		More than Five Years
Term loan(2)	$	222,694	$	—	$	—	$	222,694	$	—
Senior unsecured notes		6,737,000		550,000		887,000		1,650,000		3,650,000
Mortgage debt		1,686,766		291,747		487,743		841,390		65,886
Construction loan commitments(3)		50,216		35,926		14,290		—		—
Development commitments(4)		13,514		13,079		435		—		—
Ground and other operating leases		224,574		7,734		13,491		10,025		193,324
Interest(5)		2,554,191		424,618		717,441		526,560		885,572
Total	$	11,488,955	$	1,323,104	$	2,120,400	$	3,250,669	$	4,794,782

(1)

Excludes $82 million of other debt that represents Life Care Bonds that have no scheduled maturities.

(2)

Represents £137 million translated into U.S. dollars as of December 31, 2012.

(3)

Represents commitments to finance development projects and related working capital financings.

(4)

Represents construction and other commitments for developments in progress.

(5)

Interest on variable-rate debt is calculated using rates in effect at December 31, 2012.

Inflation

        Our leases often provide for either fixed increases in base rents or indexed escalators, based on the Consumer Price Index or other measures, and/or additional rent based on increases in the tenants' operating revenues. Most of our MOB leases require the tenant to pay a share of property operating costs such as real estate taxes, insurance and utilities. Substantially all of our senior housing, life science, post-acute/skilled nursing and hospital leases require the operator or tenant to pay all of the property operating costs or reimburse us for all such costs. We believe that inflationary increases in expenses will be offset, in part, by the operator or tenant expense reimbursements and contractual rent increases described above.

Recent Accounting Pronouncements

        See Note 2 to the Consolidated Financial Statements for the impact of new accounting standards. There were no accounting pronouncements that were issued, but not yet adopted by us, that we believe will materially impact our consolidated financial statements.

ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk

        We use derivative financial instruments in the normal course of business to mitigate interest rate and foreign currency risk. We do not use derivative financial instruments for speculative or trading purposes. Derivatives are recorded on the consolidated balance sheets at their fair value. See Note 24 to the Consolidated Financial Statements for additional information.

        To illustrate the effect of movements in the interest rate and foreign currency markets, we performed a market sensitivity analysis on our hedging instruments. We applied various basis point spreads to the underlying interest rate curves and foreign currency exchange rates of the derivative portfolio in order to determine the instruments' change in fair value. Assuming a one percentage point change in the underlying interest rate curve and foreign currency exchange rates, the estimated change

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in fair value of each of the underlying derivative instruments would not exceed $8 million. See Note 24 to the Consolidated Financial Statements for additional analysis details.

        Interest Rate Risk.    At December 31, 2012, we were exposed to market risks related to fluctuations in interest rates on properties with a gross value of $83 million that are subject to leases where the payments fluctuate with changes in LIBOR (excludes $223 million of variable-rate senior unsecured notes that have been hedged through interest-rate swap contracts). Our exposure to income fluctuations related to our variable-rate investments is partially offset by: (i) $25 million of variable-rate senior unsecured notes and (ii) $15 million of variable-rate mortgage debt payable (excludes $86 million of variable-rate mortgage notes that have been hedged through interest-rate swap contracts). Additionally, our exposure to market risks related to fluctuations in interest rates excludes our GBP denominated $223 million (£137 million) variable-rate Term Loan that has been hedged through interest-rate swap contracts.

        Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and assets unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. Assuming a one percentage point increase in the interest rate related to the variable-rate investments and variable-rate debt, and assuming no other changes in the outstanding balance as of December 31, 2012, our annual interest expense would increase by approximately $0.3 million, or less than $0.01 per common share on a diluted basis.

        Foreign Currency Exchange Rate Risk.    At December 31, 2012, our exposure to foreign currency exchange rates relates to forecasted interest receipts from our GBP denominated senior unsecured notes (see additional discussion of the Four Seasons Health Care Senior Unsecured Notes in Note 10 of the Consolidated Financial Statements). Our foreign currency exchange exposure is mitigated by the forecasted interest and principal payments from our GBP denominated unsecured Term Loan (see Note 11 to the Consolidated Financial Statements for additional information) and a foreign currency swap contract for approximately 85% of the forecasted interest receipts from our senior unsecured notes through the non-call period which ends on June 15, 2016.

        Market Risk.    We have investments in marketable debt securities classified as held-to-maturity, because we have the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current adjusted carrying value; the issuer's financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if any. At December 31, 2012, the fair value and adjusted carrying value of marketable debt securities were $234 million and $223 million, respectively.

        We have investments in marketable equity securities classified as available-for-sale. Gains and losses on these securities are recognized in income when realized, and losses are recognized when an other-than-temporary decline in value is identified. An initial indicator of an other-than-temporary decline in value for marketable equity securities is based on the severity of the decline in market value below the cost basis for an extended period of time. We consider a variety of factors in evaluating an other-than-temporary decline in value, such as: the length of time and the extent to which the market value has been less than our current cost basis; the issuer's financial condition, capital strength and near-term prospects; any recent events specific to that issuer and economic conditions of its industry; and our investment horizon in relationship to an anticipated near-term recovery in the market value, if

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any. At December 31, 2012, the fair value and adjusted cost basis of marketable equity securities were $25 million and $17 million, respectively.

        The principal amount and the average interest rates for our loans receivable and debt categorized by maturity dates is presented in the table below. The fair value for our senior unsecured notes payable is based on prevailing market prices. The fair value estimates for loans receivable and mortgage debt payable are based on discounting future cash flows utilizing current rates for loans and debt of the same type and remaining maturity.

	Maturity
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
	(dollars in thousands)
Assets:
Loans receivable (USD)	$	38,633	(1)	$	—		$	15,640		$	111,900		$	111,742		$	—		$	277,915		$	279,850
Weighted average interest rate		13.48	%		—	%		8.00	%		7.25	%		11.61	%		—	%		9.91	%
Debt securities held-for-sale (GBP)	$	—		$	—		$	—		$	222,809		$	—		$	—		$	222,809		$	234,137
Weighted average interest rate		—	%		—	%		—	%		12.25	%		—	%		—	%		12.25	%
Liabilities(2):
Variable-rate debt:
Term loan (GBP)	$	—		$	—		$	—		$	222,694		$	—		$	—		$	222,694		$	222,694
Weighted average interest rate		—	%		—	%		—	%		2.00	%		—	%		—	%		2.00	%
Senior unsecured notes payable (USD)	$	—		$	25,000		$	—		$	—		$	—		$	—		$	25,000		$	24,982
Weighted average interest rate		—	%		1.27	%		—	%		—	%		—	%		—	%		1.27	%
Mortgage debt payable (USD)	$	6,430		$	455		$	8,500		$	—		$	—		$	—		$	15,385		$	14,205
Weighted average interest rate		2.01	%		—	%		1.75	%		—	%		—	%		—	%		1.85	%
Fixed-rate debt:
Senior unsecured notes payable (USD)	$	550,000		$	462,000		$	400,000		$	900,000		$	750,000		$	3,650,000		$	6,712,000		$	7,407,031
Weighted average interest rate		5.80	%		3.32	%		6.64	%		5.07	%		6.04	%		4.89	%		5.11	%
Mortgage debt payable (USD)	$	285,317		$	179,240		$	299,548		$	291,338		$	550,052		$	65,887		$	1,671,382		$	1,756,949
Weighted average interest rate		6.25	%		5.78	%		6.17	%		6.88	%		6.04	%		5.26	%		6.17	%
Interest rate derivatives assets (liabilities):
Variable-rate debt:
Variable to fixed	$	(155	)	$	—		$	—		$	(3,878	)	$	—		$	(8,666	)	$	(12,699	)	$	(12,699	)
Weighted average pay rate		6.13	%		—	%		—	%		5.95	%		—	%		3.82	%		4.50	%
Weighted average receive rate		3.86	%		—	%		—	%		2.67	%		—	%		1.21	%		1.69	%
Variable to fixed (GBP)	$	—		$	—		$	—		$	89		$	—		$	—		$	89		$	89
Weighted average pay rate		—	%		—	%		—	%		1.81	%		—	%		—	%		1.81	%
Weighted average receive rate		—	%		—	%		—	%		1.82	%		—	%		—	%		1.82	%

(1)

Effective January 1, 2011, a senior secured loan to Delphis was placed on non-accrual status. For additional information regarding the senior secured loan to Delphis see Note 7 to the Consolidated Financial Statements.

(2)

Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of our senior housing facilities, which have no scheduled maturities.

ITEM 8.   Financial Statements and Supplementary Data

        See Index to Consolidated Financial Statements included in this report.

ITEM 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

        None.

ITEM 9A.    Controls and Procedures

        Disclosure Controls and Procedures.    We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and that such information is accumulated and communicated to our management, including our

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Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

        Also, we have investments in certain unconsolidated entities. Our disclosure controls and procedures with respect to such entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.

        As required by Rule 13a-15(b) and 15d-15(b) of the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2012. Based upon that evaluation, our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) concluded that our disclosure controls and procedures were effective, as of December 31, 2012, at the reasonable assurance level.

        Changes in Internal Control Over Financial Reporting.    There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2012 to which this report relates that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

        Management's Annual Report on Internal Control over Financial Reporting.    Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2012.

        The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.
Long Beach, California

        We have audited the internal control over financial reporting of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2012, of the Company and our report dated February 12, 2013 expressed an unqualified opinion on those financial statements and financial statement schedules and included an explanatory paragraph regarding the Company's adoption of Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 12, 2013

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ITEM 9B.    Other Information

        None.

PART III

ITEM 10.    Directors, Executive Officers and Corporate Governance

        Our executive officers were as follows on February 1, 2013:

Name	Age	Position
James F. Flaherty III	55	Chairman and Chief Executive Officer
Jonathan M. Bergschneider	38	Executive Vice President—Life Science Estates
Paul F. Gallagher	52	Executive Vice President and Chief Investment Officer
Edward J. Henning	59	Executive Vice President
Thomas D. Kirby	66	Executive Vice President—Acquisitions and Valuations
Thomas M. Klaritch	55	Executive Vice President—Medical Office Properties
James W. Mercer	68	Executive Vice President, General Counsel and Corporate Secretary
Timothy M. Schoen	45	Executive Vice President and Chief Financial Officer
Susan M. Tate	52	Executive Vice President—Post-Acute and Hospitals
Kendall K. Young	52	Executive Vice President—Senior Housing

        We have adopted a Code of Business Conduct and Ethics that applies to all of our directors and employees, including our Chief Executive Officer and all senior financial officers, including our principal financial officer, principal accounting officer and controller. A current copy of our Code of Business Conduct and Ethics is posted on the Investor Relations section of our website at www.hcpi.com. In addition, waivers from, and amendments to, our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be timely posted in the Investor Relations section of our website at www.hcpi.com.

        We hereby incorporate by reference the information appearing under the captions "Directors and Executive Officers," "Board of Directors and Corporate Governance" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 11.    Executive Compensation

        We hereby incorporate by reference the information under the caption "Executive Compensation" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

        We hereby incorporate by reference the information under the captions "Security Ownership of Principal Stockholders, Directors and Management" and "Equity Compensation Plan Information" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

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ITEM 13.    Certain Relationships and Related Transactions, and Director Independence

        We hereby incorporate by reference the information under the captions "Certain Transactions" and "Board of Directors and Corporate Governance" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

ITEM 14.    Principal Accountant Fees and Services

        We hereby incorporate by reference under the caption "Audit and Non-Audit Fees" in the Registrant's definitive proxy statement relating to its 2013 Annual Meeting of Stockholders to be held on April 25, 2013.

PART IV

ITEM 15.    Exhibits, Financial Statements and Financial Statement Schedules (2012)

(a)(1)	Financial Statements:
	Report of Independent Registered Public Accounting Firm—Deloitte & Touche LLP
	Financial Statements
	Consolidated Balance Sheets—December 31, 2012 and 2011
	Consolidated Statements of Income—for the years ended December 31, 2012, 2011 and 2010
	Consolidated Statements of Comprehensive Income—for the years ended December 31, 2012, 2011 and 2010
	Consolidated Statements of Stockholders' Equity—for the years ended December 31, 2012, 2011 and 2010
	Consolidated Statements of Cash Flows—for the years ended December 31, 2012, 2011 and 2010
	Notes to Consolidated Financial Statements
	Schedule II: Valuation and Qualifying Accounts
(a)(2)	Schedule III: Real Estate and Accumulated Depreciation
	Note: All other schedules have been omitted because the required information is presented in the financial statements and the related notes or because the schedules are not applicable.
(a)(3)	Exhibits:

2.1	Purchase Agreement, dated as of December 13, 2010, by and among HCP, Inc., HCP 2010 REIT LLC, HCR ManorCare, Inc., HCR Properties, LLC and HCR Healthcare, LLC (incorporated herein by reference to Exhibit 2.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 14, 2010).
2.1.1	Amendment to Purchase Agreement, dated as of April 7, 2011, by and among HCP, Inc., HCP 2010 REIT LLC, HCR ManorCare MergeCo, Inc., HCR ManorCare, LLC, HCR Properties, LLC and HCR Healthcare,  LLC (incorporated herein by reference to Exhibit 2.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 13, 2011).†
2.2	Purchase and Sale Agreement, dated as of October 16, 2012, by and among BRE/SW Portfolio LLC, those owner entities listed on Schedule 1 thereto, HCP, Inc. and Emeritus Corporation.**
3.1	Articles of Restatement of HCP (incorporated by reference herein to Exhibit 3.1 to HCP's Registration Statement on Form S-3 (Registration No. 333-182824, filed July 24, 2012).

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3.2	Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 25, 2006).
3.2.1	Amendment No. 1 to Fourth Amended and Restated Bylaws of HCP (incorporated by reference herein to Exhibit 3.2.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2007).
3.2.2	Amendment No. 2 to Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.2.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2009).
3.2.3	Amendment No. 3 to Fourth Amended and Restated Bylaws of HCP (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 10, 2011).
4.1	Indenture, dated as of September 1, 1993, between HCP and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.2 to HCP's Registration Statement on Form S-3/A (Registration No. 333-86654), filed May 21, 2002).
4.1.1	First Supplemental Indenture dated as of January 24, 2011, to the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.2	Indenture, dated as of January 15, 1997, by and between American Health Properties, Inc. (a company that merged with and into HCP) and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to American Health Properties, Inc.'s Current Report on Form 8-K (File No. 1-08895), filed January 21, 1997).
4.2.1	First Supplemental Indenture, dated as of November 4, 1999, to the Indenture, dated as of January 15, 1997, by and between HCP and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).
4.3	Form of Fixed Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 20, 2003).
4.4	Form of Floating Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 20, 2003).
4.5	Form of Fixed Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.6	Form of Floating Rate Global Medium-Term Note (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.7	Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as Trustee, establishing a series of securities entitled "6.00% Senior Notes due March 1, 2015" (incorporated herein by reference to Exhibit 3.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 28, 2003).

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4.8	Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as Trustee, establishing a series of securities entitled "55/8% Senior Notes due May 1, 2017" (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 27, 2005).
4.9	Officers' Certificate pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York, as trustee, setting forth the terms of HCP's Fixed Rate Medium-Term Notes and Floating Rate Medium-Term Notes (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 17, 2006).
4.10	Form of 5.95% Notes Due 2011 (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 19, 2006).
4.11	Form of 6.30% Notes Due 2016 (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed September 19, 2006).
4.12	Form of 5.65% Senior Notes Due 2013 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 4, 2006).
4.13	Form of 6.00% Senior Notes Due 2017 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 22, 2007).
4.14	Officers' Certificate (including Form of 6.70% Senior Notes Due 2018 as Annex A thereto), dated October 15, 2007, pursuant to Section 301 of the Indenture, dated as of September 1, 1993, by and between HCP and The Bank of New York Trust Company, N.A., as successor trustee to The Bank of New York, establishing a series of securities entitled "6.70% Senior Notes due 2018" (incorporated by reference herein to Exhibit 4.29 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895), filed October 30, 2007).
4.15	Form of 2.700% Senior Notes due 2014 (incorporated herein by reference to Exhibit 4.2 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.16	Form of 3.750% Senior Notes due 2016 (incorporated herein by reference to Exhibit 4.3 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.17	Form of 5.375% Senior Notes due 2021 (incorporated herein by reference to Exhibit 4.4 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.18	Form of 6.750% Senior Notes due 2041 (incorporated herein by reference to Exhibit 4.5 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 24, 2011).
4.19	Form of 3.75% Senior Notes due 2019 (incorporated herein by reference to Exhibit 4.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 23, 2012).
10.1	Second Amended and Restated Directors Stock Incentive Plan (incorporated herein by reference to Appendix A to HCP's Proxy Statement (File No. 1-08895), filed March 21, 1997).*
10.1.1	First Amendment to Second Amended and Restated Directors Stock Incentive Plan, effective as of November 3, 1999 (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).*
10.1.2	Second Amendment to Second Amended and Restated Directors Stock Incentive Plan, effective as of January 4, 2000 (incorporated herein by reference to Exhibit 10.17 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1999).*

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10.2	Second Amended and Restated Stock Incentive Plan (incorporated herein by reference to Appendix B to HCP's Proxy Statement (File No. 1 08895), filed March 21, 1997).*
10.2.1	First Amendment to Second Amended and Restated Stock Incentive Plan, effective as of November 3, 1999 (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 1999).*
10.3	Amended and Restated 2000 Stock Incentive Plan, effective as of May 7, 2003 (incorporated herein by reference to Annex A to HCP's Proxy Statement (File No. 1-08895) for the Annual Meeting of Stockholders held on May 7, 2003).*
10.3.1	First Amendment to Amended and Restated 2000 Stock Incentive Plan (effective as of May 7, 2003) (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed February 3, 2005).*
10.3.2	Form of Restricted Stock Agreement for Employees and Consultants, effective as of May 7, 2003, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.30 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.3.3	Form of Restricted Stock Agreement for Directors, effective as of May 7, 2003, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.31 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.3.4	CEO Restricted Stock Unit Agreement, relating to HCP's Amended and Restated 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.29 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2005).*
10.4	Second Amended and Restated Director Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2009).*
10.5	Amended and Restated Executive Retirement Plan, effective as of May 7, 2003 (incorporated herein by reference to Exhibit 10.34 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2003).*
10.6	2006 Performance Incentive Plan, as amended and restated (incorporated by reference to Annex 2 to HCP's Proxy Statement (File No. 1-08895) for the Annual Meeting of Stockholders held on April 23, 2009).*
10.6.1	Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*
10.6.2	Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with three-year cliff vesting (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*]
10.6.3	Form of Employee 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2009).*

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10.6.4	Form of Director 2006 Performance Incentive Plan Director Stock Unit Award Agreement with four-year installment vesting (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2009).
10.6.5	HCP, Inc. Terms and Conditions Applicable to Restricted Stock Unit Awards Granted Under the 2006 Performance Incentive Plan (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2011).*
10.6.6	Form of CEO 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2011).*
10.6.7	Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.17 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.8	Form of CEO 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with three-year cliff vesting (incorporated herein by reference to Exhibit 10.18 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.9	Form of Employee 2006 Performance Incentive Plan Performance Restricted Stock Unit Agreement with five- year installment vesting (incorporated herein by reference to Exhibit 10.19 to HCP's Annual Report on Form 10-K, as amended (Filed No. 1-08895), for the year ended December 31, 2007).*
10.6.10	Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement with five-year installment vesting (incorporated herein by reference to Exhibit 10.37 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2006).*
10.6.11	Form of Non-Employee Director 2006 Performance Incentive Plan Restricted Stock Award Agreement with five- year installment vesting, (incorporated herein by reference to Exhibit 10.38 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2006).*
10.6.12	Form of Non-Employee Directors 2006 Performance Incentive Plan Stock-For-Fees Program (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed August 2, 2006).*
10.6.13	Amended and Restated Stock Unit Award Agreement Granted Under 2006 Performance Incentive Plan, dated April 24, 2008, by and between HCP and James F. Flaherty III (incorporated herein by reference to Exhibit 10.25 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.6.14	Form of CEO 2006 Performance Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.15	Form of CEO 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.16	Form of Employee 2006 Performance Incentive Plan Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*

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10.6.17	Form of Employee 2006 Performance Incentive Plan Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.6.18	Form of Employee 2006 Performance Incentive Plan Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).*
10.7	Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2012).*
10.8	Executive Bonus Program (incorporated herein by reference to HCP's Current Report on Form 8-K (File No. 1-08895), filed January 31, 2008.*
10.9	Amended and Restated Dividend Reinvestment and Stock Purchase Plan, amended as of July 25, 2012 (incorporated by reference to HCP's Registration Statement on Form S-3 (Registration No. 333-182824), dated July 24, 2012 and as supplemented on July 25, 2012.
10.10	Form of directors and officers Indemnification Agreement (incorporated herein by reference to Exhibit 10.21 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895) for the year ended December 31, 2007).*
10.11	Letter Agreement, dated as of June 2, 2009, by and between HCP and Scott A. Anderson (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2009).*
10.12	Letter Agreement, dated July 7, 2010, by and between HCP and Kendall Young. (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2010).*
10.13	Amended and Restated Employment Agreement, dated as of April 24, 2008, by and between HCP and James F. Flaherty III (incorporated herein by reference to Exhibit 10.11 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2008).*
10.14	Employment Agreement, dated as of January 26, 2012, by and between HCP and Paul F. Gallagher (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File 1-08895), filed February 1, 2012).*
10.15	Employment Agreement, dated as of January 26, 2012, by and between HCP and Timothy M. Schoen (incorporated herein by reference to Exhibit 10.2 to HCP's Current Report on Form 8-K (File 1-08895), filed February 1, 2012).*
10.16	Employment Agreement, dated October 25, 2012, by and between HCP, Inc. and James W. Mercer (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2012).*
10.17	Amended and Restated Limited Liability Company Agreement of HCPI/Utah, LLC, dated as of January 20, 1999 (incorporated herein by reference to Exhibit 10.16 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 1998).
10.18	Amended and Restated Limited Liability Company Agreement of HCPI/Utah II, LLC, dated as of August 17, 2001, as amended (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed November 9, 2012).
10.19	Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 2, 2003 (incorporated herein by reference to Exhibit 10.28 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2003).

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10.19.1	Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of September 29, 2004 (incorporated herein by reference to Exhibit 10.37 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2004).
10.19.2	Amendment No. 2 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, dated as of October 29, 2004 (incorporated herein by reference to Exhibit 10.43 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2004).
10.19.3	Amendment No. 3 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC and New Member Joinder Agreement, dated as of October 19, 2005, by and among HCP, HCPI/Tennessee, LLC and A. Daniel Weyland (incorporated herein by reference to Exhibit 10.14.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2005).
10.19.4	Amendment No. 4 to Amended and Restated Limited Liability Company Agreement of HCPI/Tennessee, LLC, effective as of January 1, 2007 (incorporated herein by reference to Exhibit 10.12.4 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.20	Amended and Restated Limited Liability Company Agreement of HC PDR MCD, LLC, dated as of February 9, 2007 (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed April 20, 2012).
10.21	Stockholders Agreement, dated as of December 13, 2010, among HCP, Inc., HCR ManorCare, Inc. and certain stockholders of HCR ManorCare, Inc. (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed December 14, 2010).
10.22	Form of Mezzanine Loan Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.3 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.23	Form of Intercreditor Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.4 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.24	Form of Cash Management Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.5 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.25	Form of Pledge and Security Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.6 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.26	Form of Promissory Note defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.34 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.27	Form of Guaranty Agreement defining HCP's rights and obligations in connection with its HCR ManorCare investment (incorporated herein by reference to Exhibit 10.35 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).

79

10.28	Form of Assignment and Assumption Agreement entered into in connection with HCP's Manor Care investment (incorporated herein by reference to Exhibit 10.36 to HCP's Annual Report on Form 10-K, as amended (File No. 1-08895), for the year ended December 31, 2007).
10.29	Form of Omnibus Assignment entered into in connection with HCP's HCR ManorCare investment (incorporated herein by reference to Exhibit 10.7 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2010).
10.30	Cross-Collateralization, Cross-Contribution and Cross-Default Agreement, dated as of July 20, 2000, by and between HCP Medical Office Buildings II, LLC and Texas HCP Medical Office Buildings, L.P., for the benefit of First Union National Bank (incorporated herein by reference to Exhibit 10.21 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2000).
10.31	Cross-Collateralization, Cross-Contribution and Cross-Default Agreement, dated as of August 31, 2000, by and between HCP Medical Office Buildings I, LLC and Meadowdome, LLC, for the benefit of First Union National Bank (incorporated herein by reference to Exhibit 10.22 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended September 30, 2000).
10.32	Credit Agreement, dated March 11, 2011, by and among the Company, as borrower, the lenders referred to therein, and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 15, 2011).
10.32.1	Amendment No. 1 to Credit Agreement, dated March 27, 2012, by and among the Company, as borrower, the lenders referred to therein and Bank of America, N.A., as administrative agent (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed March 29, 2012).
10.33	Master Lease and Security Agreement, dated as of April 7, 2011, by and between the parties set forth on Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Current Report on Form 8-K (File No. 1-08895), filed July 12, 2011).†
10.33.1	First Amendment to Master Lease and Security Agreement, dated as of April 7, 2011, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.1 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.2	Second Amendment to Master Lease and Security Agreement, dated as of May 16, 2011, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.2 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.3	Third Amendment to Master Lease and Security Agreement, dated as of January 10, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.59.3 to HCP's Annual Report on Form 10-K (File No. 1-08895) for the year ended December 31, 2011).
10.33.4	Fourth Amendment to Master Lease and Security Agreement, dated as of April 18, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended March 31, 2012).

80

10.33.5	Fifth Amendment to Master Lease and Security Agreement, dated as of May 4, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.1 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2012).
10.33.6	Sixth Amendment to Master Lease and Security Agreement, dated as of May 30, 2012, by and among the parties signatory thereto and HCR III Healthcare, LLC (incorporated herein by reference to Exhibit 10.2 to HCP's Quarterly Report on Form 10-Q (File No. 1-08895) for the quarter ended June 30, 2012).
10.40	Master Lease and Security Agreement, dated as of October 31, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties, LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.**†
10.40.1	First Amendment to Master Lease and Security Agreement, dated as of December 4, 2012, by and between HCPI Trust, HCP Senior Housing Properties Trust, HCP SH ELP1 Properties, LLC, HCP SH ELP2 Properties,  LLC, HCP SH ELP3 Properties, LLC, HCP SH Lassen House, LLC, HCP SH Mountain Laurel, LLC, HCP SH Mountain View, LLC, HCP SH Oakridge, LLC, HCP SH River Valley Landing, LLC and HCP SH Sellwood Landing, LLC, as lessor, and Emeritus Corporation, as lessee.**†
21.1	Subsidiaries of the Company.
23.1	Consent of Independent Registered Public Accounting Firm—Deloitte & Touche LLP.
31.1	Certification by James F. Flaherty III, HCP's Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).
31.2	Certification by Timothy M. Schoen, HCP's Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a-14(a).
32.1	Certification by James F. Flaherty III, HCP's Principal Executive Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
32.2	Certification by Timothy M. Schoen, HCP's Principal Financial Officer, Pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350.
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema Document.**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.**
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document.**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.**

*

Management Contract or Compensatory Plan or Arrangement

**

Furnished herewith.

†

Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.

81

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 12, 2013

HCP, Inc. (Registrant)

/s/ JAMES F. FLAHERTY III
James F. Flaherty III,
Chairman and Chief Executive Officer
(Principal Executive Officer)

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JAMES F. FLAHERTY III James F. Flaherty III	Chairman and Chief Executive Officer (Principal Executive Officer)	February 12, 2013
/s/ TIMOTHY M. SCHOEN Timothy M. Schoen	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 12, 2013
/s/ SCOTT A. ANDERSON Scott A. Anderson	Senior Vice President — Chief Accounting Officer (Principal Accounting Officer)	February 12, 2013
/s/ CHRISTINE N. GARVEY Christine N. Garvey	Director	February 12, 2013
/s/ DAVID B. HENRY David B. Henry	Director	February 12, 2013
/s/ LAURALEE E. MARTIN Lauralee E. Martin	Director	February 12, 2013
/s/ MICHAEL D. MCKEE Michael D. McKee	Director	February 12, 2013

82

Signature	Title	Date
/s/ PETER L. RHEIN Peter L. Rhein	Director	February 12, 2013
/s/ KENNETH B. ROATH Kenneth B. Roath	Director	February 12, 2013
/s/ JOSEPH P. SULLIVAN Joseph P. Sullivan	Director	February 12, 2013

83

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Income	F-4
Consolidated Statements of Comprehensive Income	F-5
Consolidated Statements of Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8
Schedule II: Valuation and Qualifying Accounts	F-59
Schedule III: Real Estate and Accumulated Depreciation	F-60

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of HCP, Inc.
Long Beach, California

        We have audited the accompanying consolidated balance sheets of HCP, Inc. and subsidiaries (the "Company") as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of HCP, Inc. and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

        As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of presentation for comprehensive income due to the adoption of Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income.

        We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of December 31, 2012, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2013 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 12, 2013

F-2

HCP, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31,
	2012			2011
ASSETS
Real estate:
Buildings and improvements	$	10,537,484		$	8,816,551
Development costs and construction in progress		236,864			190,590
Land		1,850,397			1,722,948
Accumulated depreciation and amortization		(1,739,718	)		(1,449,579	)
Net real estate		10,885,027			9,280,510
Net investment in direct financing leases		6,881,393			6,727,777
Loans receivable, net		276,030			110,253
Investments in and advances to unconsolidated joint ventures		212,213			224,052
Accounts receivable, net of allowance of $1,668 and $1,341, respectively		34,150			26,681
Cash and cash equivalents		247,673			33,506
Restricted cash		37,848			41,553
Intangible assets, net		552,701			372,390
Assets held for sale, net		—			106,295
Other assets, net		788,520			485,458
Total assets(1)	$	19,915,555		$	17,408,475
LIABILITIES AND EQUITY
Bank line of credit	$	—		$	454,000
Term loan		222,694			—
Senior unsecured notes		6,712,624			5,416,063
Mortgage debt		1,676,544			1,715,039
Mortgage debt and intangible liabilities on assets held for sale, net		—			55,897
Other debt		81,958			87,985
Intangible liabilities, net		105,909			117,777
Accounts payable and accrued liabilities		293,994			275,478
Deferred revenue		68,055			65,614
Total liabilities(2)		9,161,778			8,187,853
Commitments and contingencies
Preferred stock, $1.00 par value: aggregate liquidation preference of $295.5 million as of December 31, 2011		—			285,173
Common stock, $1.00 par value: 750,000,000 shares authorized; 453,191,321 and 408,629,444 shares issued and outstanding, respectively		453,191			408,629
Additional paid-in capital		11,180,066			9,383,536
Cumulative dividends in excess of earnings		(1,067,367	)		(1,024,274	)
Accumulated other comprehensive loss		(14,653	)		(19,582	)
Total stockholders' equity		10,551,237			9,033,482
Joint venture partners		14,752			16,971
Non-managing member unitholders		187,788			170,169
Total noncontrolling interests		202,540			187,140
Total equity		10,753,777			9,220,622
Total liabilities and equity	$	19,915,555		$	17,408,475

(1)

The Company's consolidated total assets at December 31, 2012, include assets of certain variable interest entities ("VIEs") that can only be used to settle the liabilities of those VIEs as follows: accounts receivable, net, $1.7 million; cash and cash equivalents, $9.6 million; and other assets, net, $1.8 million. See Note 21 for additional details.

(2)

The Company's consolidated total liabilities at December 31, 2012, include liabilities of certain VIEs for which the VIE creditors do not have recourse to HCP, Inc. as follows: other debt, $0.2 million; accounts payable and accrued liabilities, $14.4 million; and deferred revenue, $1.7 million. See Note 21 for additional details.

See accompanying Notes to Consolidated Financial Statements.

F-3

HCP, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	Year Ended December 31,
	2012			2011			2010
Revenues:
Rental and related revenues	$	1,013,815		$	1,002,578		$	904,332
Tenant recoveries		94,658			92,258			89,011
Resident fees and services		143,745			50,619			32,596
Income from direct financing leases		622,073			464,704			49,438
Interest income		24,536			99,864			160,163
Investment management fee income		1,895			2,073			4,666
Total revenues		1,900,722			1,712,096			1,240,206
Costs and expenses:
Interest expense		417,130			416,396			285,508
Depreciation and amortization		358,245			349,922			306,934
Operating		283,998			220,151			210,158
General and administrative		79,454			96,121			83,019
Litigation settlement and provision		—			125,000			—
Impairments (recoveries)		7,878			15,400			(11,900	)
Total costs and expenses		1,146,705			1,222,990			873,719
Other income, net		2,776			12,732			16,194
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		756,793			501,838			382,681
Income taxes		1,636			(1,250	)		(412	)
Equity income from unconsolidated joint ventures		54,455			46,750			4,770
Impairments of investments in unconsolidated joint ventures		—			—			(71,693	)
Income from continuing operations		812,884			547,338			315,346
Discontinued operations:
Income before gain on sales of real estate		2,504			4,049			9,124
Gain on sales of real estate		31,454			3,107			19,925
Total discontinued operations		33,958			7,156			29,049
Net income		846,842			554,494			344,395
Noncontrolling interests' share in earnings		(14,302	)		(15,603	)		(13,686	)
Net income attributable to HCP, Inc.		832,540			538,891			330,709
Preferred stock dividends		(17,006	)		(21,130	)		(21,130	)
Participating securities' share in earnings		(3,245	)		(2,459	)		(2,081	)
Net income applicable to common shares	$	812,289		$	515,302		$	307,498
Basic earnings per common share:
Continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.10
Net income applicable to common shares	$	1.90		$	1.29		$	1.01
Diluted earnings per common share:
Continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.09
Net income applicable to common shares	$	1.90		$	1.29		$	1.00
Weighted average shares used to calculate earnings per common share:
Basic		427,047			398,446			305,574
Diluted		428,316			400,218			306,900

See accompanying Notes to Consolidated Financial Statements.

F-4

HCP, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,
	2012			2011			2010
Net income	$	846,842		$	554,494		$	344,395
Other comprehensive income (loss):
Change in net unrealized gains (losses) on securities:
Unrealized gains (losses)		7,776			(5,396	)		937
Reclassification adjustment realized in net income		—			5,396			(12,742	)
Change in net unrealized gains (losses) on cash flow hedges:
Unrealized losses		(3,127	)		(4,367	)		(996	)
Reclassification adjustment realized in net income		387			(1,033	)		1,453
Change in Supplemental Executive Retirement Plan obligation		(356	)		(495	)		43
Foreign currency translation adjustment		249			(450	)		202
Total other comprehensive income (loss)		4,929			(6,345	)		(11,103	)
Total comprehensive income		851,771			548,149			333,292
Total comprehensive income attributable to noncontrolling interests		(14,302	)		(15,603	)		(13,686	)
Total comprehensive income attributable to HCP, Inc.	$	837,469		$	532,546		$	319,606

See accompanying Notes to Consolidated Financial Statements.

F-5

HCP, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands, except per share data)

	Preferred Stock						Common Stock									Cumulative Dividends In Excess Of Earnings			Accumulated Other Comprehensive Income (Loss)
													Additional Paid-In Capital									Total Stockholders' Equity			Noncontrolling Interests			Total Equity
	Shares			Amount			Shares			Amount
January 1, 2010		11,820		$	285,173			293,548		$	293,548		$	5,719,400		$	(515,450	)	$	(2,134	)	$	5,780,537		$	178,072		$	5,958,609
Net income		—			—			—			—			—			330,709			—			330,709			13,686			344,395
Other comprehensive losses		—			—			—			—			—			—			(11,103	)		(11,103	)		—			(11,103	)
Issuance of common stock, net		—			—			77,278			77,278			2,353,967			—			—			2,431,245			(6,135	)		2,425,110
Repurchase of common stock		—			—			(154	)		(154	)		(4,373	)		—			—			(4,527	)		—			(4,527	)
Exercise of stock options		—			—			253			253			6,064			—			—			6,317			—			6,317
Amortization of deferred compensation		—			—			—			—			14,924			—			—			14,924			—			14,924
Preferred dividends		—			—			—			—			—			(21,130	)		—			(21,130	)		—			(21,130	)
Common dividends ($1.86 per share)		—			—			—			—			—			(569,605	)		—			(569,605	)		—			(569,605	)
Distributions to noncontrolling interests		—			—			—			—			—			—			—			—			(16,049	)		(16,049	)
Noncontrolling interests in acquisitions		—			—			—			—			—			—			—			—			10,002			10,002
Issuance of noncontrolling interests		—			—			—			—			—			—			—			—			8,395			8,395
Other		—			—			—			—			—			—			—			—			709			709
December 31, 2010		11,820			285,173			370,925			370,925			8,089,982			(775,476	)		(13,237	)		7,957,367			188,680			8,146,047
Net income		—			—			—			—			—			538,891			—			538,891			15,603			554,494
Other comprehensive losses		—			—			—			—			—			—			(6,345	)		(6,345	)		—			(6,345	)
Issuance of common stock, net		—			—			36,683			36,683			1,268,781			—			—			1,305,464			(3,456	)		1,302,008
Repurchase of common stock		—			—			(136	)		(136	)		(4,855	)		—			—			(4,991	)		—			(4,991	)
Exercise of stock options		—			—			1,157			1,157			29,639			—			—			30,796			—			30,796
Amortization of deferred compensation		—			—			—			—			20,034			—			—			20,034			—			20,034
Preferred dividends		—			—			—			—			—			(21,130	)		—			(21,130	)		—			(21,130	)
Common dividends ($1.92 per share)		—			—			—			—			—			(766,559	)		—			(766,559	)		—			(766,559	)
Distributions to noncontrolling interests		—			—			—			—			—			—			—			—			(15,156	)		(15,156	)
Noncontrolling interests in acquisitions		—			—			—			—			—			—			—			—			1,500			1,500
Issuance of noncontrolling interests		—			—			—			—			—			—			—			—			14,028			14,028
Purchase of noncontrolling interests		—			—			—			—			(20,045	)		—			—			(20,045	)		(14,059	)		(34,104	)
December 31, 2011		11,820		$	285,173			408,629			408,629			9,383,536			(1,024,274	)		(19,582	)		9,033,482			187,140			9,220,622
Net income		—			—			—			—			—			832,540			—			832,540			14,302			846,842
Other comprehensive income		—			—			—			—			—			—			4,929			4,929			—			4,929
Preferred stock redemption		(11,820	)		(285,173	)		—			—			—			(10,327	)		—			(295,500	)		—			(295,500	)
Issuance of common stock, net		—			—			42,468			42,468			1,739,357			—			—			1,781,825			(25,029	)		1,756,796
Repurchase of common stock		—			—			(361	)		(361	)		(15,271	)		—			—			(15,632	)		—			(15,632	)
Exercise of stock options		—			—			2,455			2,455			49,167			—			—			51,622			—			51,622
Amortization of deferred compensation		—			—			—			—			23,277			—			—			23,277			—			23,277
Preferred dividends		—			—			—			—			—			(6,679	)		—			(6,679	)		—			(6,679	)
Common dividends ($2.00 per share)		—			—			—			—			—			(858,627	)		—			(858,627	)		—			(858,627	)
Distributions to noncontrolling interests		—			—			—			—			—			—			—			—			(15,631	)		(15,631	)
Noncontrolling interests in acquisitions		—			—			—			—			—			—			—			—			42,734			42,734
Issuance of noncontrolling interests		—			—			—			—			—			—			—			—			1,584			1,584
Purchase of noncontrolling interests		—			—			—			—			—			—			—			—			(2,560	)		(2,560	)
December 31, 2012		—		$	—			453,191		$	453,191		$	11,180,066		$	(1,067,367	)	$	(14,653	)	$	10,551,237		$	202,540		$	10,753,777

See accompanying Notes to Consolidated Financial Statements.

F-6

HCP, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2012			2011			2010
Cash flows from operating activities:
Net income	$	846,842		$	554,494		$	344,395
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations		358,245			349,922			306,934
Discontinued operations		8,267			7,473			6,513
Amortization of above and below market lease intangibles, net		(2,232	)		(4,510	)		(6,378	)
Amortization of deferred compensation		23,277			20,034			14,924
Amortization of deferred financing costs, net		16,501			25,769			9,856
Straight-line rents		(47,311	)		(59,173	)		(47,243	)
Loan and direct financing lease interest accretion		(95,444	)		(93,003	)		(69,645	)
Deferred rental revenues		(1,655	)		(2,319	)		(3,984	)
Equity income from unconsolidated joint ventures		(54,455	)		(46,750	)		(4,770	)
Distributions of earnings from unconsolidated joint ventures		3,384			3,273			5,373
Gain upon consolidation of joint venture		—			(7,769	)		—
Marketable securities (gains) losses, net		—			5,396			(14,597	)
Gain upon settlement of loans receivable		—			(22,812	)		—
Gain on sales of real estate		(31,454	)		(3,107	)		(19,925	)
Derivative (gains) losses, net		43			(1,226	)		1,302
Impairments, net of recoveries		7,878			15,400			59,793
Changes in:
Accounts receivable, net		(7,469	)		2,590			9,222
Other assets		(3,814	)		27,582			(6,341	)
Accounts payable and other accrued liabilities		14,267			(47,103	)		(4,931	)
Net cash provided by operating activities		1,034,870			724,161			580,498
Cash flows from investing activities:
Cash used in the senior housing portfolio acquisition		(1,701,410	)		—			—
Other acquisitions		(186,478	)		(113,324	)		(212,005	)
Cash used in the HCR ManorCare Acquisition, net of cash acquired		—			(4,026,556	)		—
Cash used in the HCP Ventures II purchase, net of cash acquired		—			(135,550	)		—
Development of real estate		(133,596	)		(85,061	)		(92,842	)
Leasing costs and tenant and capital improvements		(61,440	)		(52,903	)		(97,930	)
Proceeds from sales of real estate, net		150,943			19,183			32,284
Purchase of an interest in and contributions to unconsolidated joint ventures		—			(95,000	)		(6,565	)
Distributions in excess of earnings from unconsolidated joint ventures		2,915			2,408			4,365
Purchases of marketable securities		(214,859	)		(22,449	)		—
Proceeds from sales of marketable securities		—			—			179,215
Principal repayments on loans receivable and direct financing leases		45,046			303,941			63,953
Investments in loans receivable and direct financing leases, net		(218,978	)		(369,939	)		(298,085	)
(Increase) decrease in restricted cash		3,705			(5,234	)		(3,319	)
Net cash used in investing activities		(2,314,152	)		(4,580,484	)		(430,929	)
Cash flows from financing activities:
Net borrowings (repayments) under bank line of credit		(454,000	)		454,000			—
Borrowings under term loan		214,789			—			—
Repayments of term loan		—			—			(200,000	)
Issuance of senior unsecured notes		1,550,000			2,400,000			—
Repayments and repurchases of senior unsecured notes		(250,000	)		(292,265	)		(206,422	)
Repayments of mortgage and other secured debt		(155,565	)		(169,783	)		(636,096	)
Deferred financing costs		(27,565	)		(43,716	)		(11,850	)
Preferred stock redemption		(295,500	)		—			—
Net proceeds from the issuance of common stock and exercise of options		1,792,786			1,327,813			2,426,900
Dividends paid on common and preferred stock		(865,306	)		(787,689	)		(590,735	)
Issuance of noncontrolling interests		1,584			14,028			8,395
Purchase of noncontrolling interests		(2,143	)		(34,104	)		—
Distributions to noncontrolling interests		(15,631	)		(15,156	)		(15,319	)
Net cash provided by financing activities		1,493,449			2,853,128			774,873
Net increase (decrease) in cash and cash equivalents		214,167			(1,003,195	)		924,442
Cash and cash equivalents, beginning of year		33,506			1,036,701			112,259
Cash and cash equivalents, end of year	$	247,673		$	33,506		$	1,036,701

See accompanying Notes to Consolidated Financial Statements.

F-7

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Business

        HCP, Inc., an S&P 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust ("REIT") which, together with its consolidated entities (collectively, "HCP" or the "Company"), invests primarily in real estate serving the healthcare industry in the United States. The Company acquires, develops, leases, manages and disposes of healthcare real estate and provides financing to healthcare providers.

(2)   Summary of Significant Accounting Policies

Use of Estimates

        Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management's estimates.

Principles of Consolidation

        The consolidated financial statements include the accounts of HCP, its wholly-owned subsidiaries and joint ventures or variable interest entities that it controls through voting rights or other means. All material intercompany transactions and balances have been eliminated upon consolidation.

        The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support.

        A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the Company's ability to direct the activities that most significantly impact the VIE's economic performance, its form of ownership interest, its representation on the VIE's governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity.

        For its investments in joint ventures, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners' rights and their impact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. The Company similarly evaluates the rights of managing members of limited liability companies.

F-8

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Revenue Recognition

        The Company recognizes rental revenue when the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to, the following criteria:

•

whether the lease stipulates how and on what a tenant improvement allowance may be spent;

•

whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

•

whether the tenant improvements are unique to the tenant or general-purpose in nature; and

•

whether the tenant improvements are expected to have any residual value at the end of the lease term.

        Certain leases provide for additional rents contingent upon a percentage of the facility's revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds, and only after the contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

        Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

        For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue amounts which differ from those that are contractually due from tenants. If the Company determines that collectibility of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed and paid, and, when appropriate, establishes an allowance for estimated losses.

        Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

        The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease.

F-9

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company uses the direct finance method of accounting to record income from direct financing leases ("DFLs"). For leases accounted for as DFLs, the future minimum lease payments are recorded as a receivable. Unearned income represents the net investment in the DFL, less the sum of minimum lease payments receivable and the estimated residual values of the leased properties. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized and unearned income.

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and are reduced by a valuation allowance for estimated credit losses as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the life of the related loans. Loans are transferred from held-for-investment to held-for-sale when management's intent is to no longer hold the loans for the foreseeable future. Loans held-for-sale are recorded at the lower of cost or fair value.

        The Company receives management fees from its investments in certain joint venture entities for various services it provides as the managing member. Management fees are recorded as revenue when management services have been performed. Intercompany profit for management fees is eliminated.

        The Company recognizes gain on sales of real estate upon the closing of a transaction with the purchaser. Gains on properties sold are recognized using the full accrual method when the collectibility of the sales price is reasonably assured, the Company is not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient and other profit recognition criteria have been satisfied. Gain on sales of real estate may be deferred in whole or in part until the requirements for gain recognition have been met.

        Allowances are established for loans and DFLs based upon an estimate of probable losses for the individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company's assessment of the borrower's or lessee's overall financial condition; economic resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows discounted at the loan's or DFL's effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate.

        Loans and DFLs are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on the Company's expectation of future collectibility.

Real Estate

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their then fair value at the time of consolidation. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their then fair value. The Company assesses fair value based on cash flow projections that utilize appropriate discount and/or capitalization rates and available

F-10

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

        The Company records acquired "above and below market" leases at their fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on the Company's evaluation of the specific characteristics of each property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of company owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes costs based on the net carrying value of the existing property under redevelopment plus the cost for the construction and improvement incurred in connection with the redevelopment. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company's consolidated statement of cash flows.

        The Company computes depreciation on properties using the straight-line method over the assets' estimated useful life. Depreciation is discontinued when a property is identified as held-for-sale. Buildings and improvements are depreciated over useful lives ranging up to 50 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Impairment of Long-Lived Assets and Goodwill

        The Company assesses the carrying value of real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying value of such asset or asset group may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate asset or asset group. If the carrying value exceeds the expected future undiscounted cash flows,

F-11

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

an impairment loss will be recognized by adjusting the carrying value of the real estate asset or asset group to its fair value.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

Assets Held-for-Sale and Discontinued Operations

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

Investments in Unconsolidated Joint Ventures

        Investments in entities which the Company does not consolidate but has the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's earnings or losses are included in the Company's consolidated results of operations.

        The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company's cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company's share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

        The Company's fair values for its equity method investments are based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

F-12

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Share-Based Compensation

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

Restricted Cash

        Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, and (ii) security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.

Derivatives

        During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company's related assertions.

        The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the consolidated balance sheets at their fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss), whereas the change in fair value of the ineffective portion is recognized in earnings. For derivatives designated in qualifying fair value hedging relationships, the change in fair value of the effective portion of the derivatives offsets the change in fair value of the hedged item, whereas the change in fair value of the ineffective portion is recognized in earnings.

        The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives that are designated in hedging transactions are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative.

F-13

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Income Taxes

        HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Marketable Securities

        The Company classifies its marketable equity securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized in stockholders' equity as a component of accumulated other comprehensive income (loss). Gains or losses on securities sold are determined based on the specific identification method. When the Company determines declines in fair value of marketable securities are other-than-temporary, a loss is recognized in earnings.

        The Company classifies its marketable debt securities as held-to-maturity, because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity.

Capital Raising Issuance Costs

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

Segment Reporting

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

Noncontrolling Interests

        The Company reports arrangements with noncontrolling interests as a component of equity separate from the parent's equity. The Company accounts for purchases or sales of equity interests that

F-14

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

do not result in a change in control as equity transactions. In addition, net income attributable to the noncontrolling interest is included in consolidated net income on the face of the consolidated statements of income and, upon a gain or loss of control, the interest purchased or sold, as well as any interest retained, is recorded at its fair value with any gain or loss recognized in earnings.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

Foreign Currency Translation and Transactions

        Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of stockholders' equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income, net in the consolidated statements of income.

Preferred Stock Redemptions

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

Life Care Bonds Payable

        Certain of the Company's continuing care retirement communities ("CCRCs") issue non-interest bearing life care bonds payable to certain residents of the CCRCs. Generally, the bonds are refundable to the resident or to the resident's estate upon termination or cancellation of the CCRC agreement or upon the successful resale of the unit. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the facilities is not determinable, no interest is imputed. These amounts are included in other debt in the Company's consolidated balance sheets.

Fair Value Measurement

        The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

•

Level 1—quoted prices for identical instruments in active markets;

F-15

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

•

Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

•

Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

        Basic earnings per common share is computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive and preferred securities.

Recent Accounting Pronouncements

        In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The Company does not expect the adoption of ASU 2013-02 on January 1, 2013 to have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). The amendments in this update provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The adoption of ASU 2012-02 on January 1, 2013 did not have an impact on its consolidated financial position or results of operations.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In July 2012, the FASB issued ASU No. 2012-01, Continuing Care Retirement Communities—Refundable Advance Fees ("ASU 2012-01"). This update clarifies the situations in which recognition of deferred revenue for refundable advance fees is appropriate. The Company does not expect the adoption of ASU 2012-01 on January 1, 2013 to have a material impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of Accounting Standards Update No. 2011-12 (see discussion above). The Company has elected the two-statement approach and the required financial statements are presented herein.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and International Financial Reporting Standards. The amendments update the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of ASU 2011-04 on January 1, 2012 did not have an impact on the Company's consolidated financial position or results of operations.

Reclassifications

        Certain amounts in the Company's consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held-for-sale and associated liabilities have been reclassified on the consolidated balance sheets and operating results reclassified from continuing to discontinued operations.

(3)   HCR ManorCare Acquisition

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.0 billion (the "HCR ManorCare Acquisition"). The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. The facilities are located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an ownership interest of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

F-17

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the 2011 consolidated statement of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

        The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

        In connection with the HCR ManorCare Acquisition, the Company entered into a credit agreement for a 365-day bridge loan facility (from funding to maturity) in an aggregate amount of up to $3.3 billion. In March 2011, the Company terminated this bridge loan facility in accordance with its terms; consequently, the Company incurred a charge of $11.3 million related to the write-off of unamortized loan fees associated with this bridge loan commitment that is included in interest expense.

        The assets and liabilities of the Company's investments related to HCR ManorCare and the related results of operations are included in the consolidated financial statements from the April 7, 2011 acquisition date. From the acquisition date to December 31, 2011, the Company recognized income of $412 million related to its HCR ManorCare DFLs and $45 million related to its share in earnings from its 9.4% equity method investment in HCR ManorCare.

Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR

F-18

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2011		2010
Revenues	$	1,807,355	$	1,690,899
Net income		659,514		745,119
Net income applicable to HCP, Inc.		643,911		731,433
Basic earnings per common share	$	1.53	$	1.86
Diluted earnings per common share		1.52		1.85

(4)   Other Real Estate Property Investments

$1.7 Billion Senior Housing Portfolio Acquisition

        During the fourth quarter of 2012, the Company acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation ("Emeritus") and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on operating performance at closing, the 129 communities consist of 95 that are stabilized and 34 that were in lease-up. The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012 for $1.68 billion representing 9,842 units; and (ii) two senior housing facilities on December 4, 2012 for $24 million representing 235 units. The Company paid $1.7 billion in cash consideration to acquire: (i) real estate with a fair value of $1.5 billion, (ii) intangible assets with a fair value of $170 million and assumed intangible liabilities with a fair value of $4 million. As of December 31, 2012, the purchase price allocation is preliminary, and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of certain assets and liabilities, which may result in a change from the initial estimate.

        Emeritus operates the communities pursuant to a new triple-net, master lease for the 129 properties (the "Master Lease") guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year of $103.6 million. The contractual rent will increase annually by the greater of the percentage increase in the Consumer Price Index ("CPI") or 3.7% on average over the initial five years, and thereafter by the greater of CPI or 3.0% for the remaining initial lease term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent. From the acquisition dates to December 31, 2012, the Company recognized income of $22 million related to its acquisitions of the 129 senior housing communities.

        The leased properties are grouped into three pools that share comparable characteristics and these leased pools have initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, will provide for lease terms of 30 to 35 years.

        Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which the Company provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan was initially 6.1% and will gradually increase during its four year term to 6.8%.

F-19

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the acquisition of 129 senior housing communities from the Blackstone JV were completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2012		2011		2010
Revenues	$	1,987,055	$	1,815,696	$	1,343,806
Net income		870,802		584,361		374,262
Net income applicable to HCP, Inc.		856,500		568,758		360,576
Basic earnings per common share	$	1.88	$	1.30	$	1.03
Diluted earnings per common share		1.88		1.29		1.03

Other Real Estate Acquisitions

        A summary of other acquisitions for the year ended December 31, 2012 follows (in thousands):

	Consideration							Assets Acquired
Acquisitions	Cash Paid		Debt and Other Liabilities Assumed		Noncontrolling Interest			Real Estate		Net Intangibles
Senior housing	$	3,860	$	—	$	—		$	3,541	$	319
Life science		7,964		—		86			7,580		470
Medical office		171,654		60,597		42,648	(1)		207,561		67,338
Hospital		3,000		—		—			3,000		—
	$	186,478	$	60,597	$	42,734		$	221,682	$	68,127

(1)

Represents non-managing member limited liability company units.

        During the year ended December 31, 2012, the Company incurred an aggregate of $183 million for construction, tenant and other capital improvement projects, primarily in the senior housing, life science and medical office segments.

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

        During the year ended December 31, 2011, the Company incurred an aggregate of $127 million for construction, tenant and other capital improvement projects, primarily in the life science and medical office segments. During the year ended December 31, 2011, two of the Company's life science facilities located in South San Francisco were placed in service representing 88,000 square feet.

F-20

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(5)   Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate and Land

        During the year ended December 31, 2012, the Company sold the following: (i) two senior housing facilities for $111 million, (ii) a skilled nursing facility for $15 million, (iii) a medical office building for $7 million and (iv) a parcel of land in the life science segment for $18 million. During the year ended December 31, 2011, the Company sold three senior housing facilities for $19 million.

Results from Discontinued Operations

        The following table summarizes operating income from discontinued operations and gain on sales of real estate included in discontinued operations (dollars in thousands):

	Year Ended December 31,
	2012		2011		2010
Rental and related revenues	$	13,025	$	14,877	$	19,293
Depreciation and amortization expenses		8,267		7,473		6,513
Operating expenses		22		22		263
Other expense, net		2,232		3,333		3,393
Income before gain on sales of real estate	$	2,504	$	4,049	$	9,124
Gain on sales of real estate	$	31,454	$	3,107	$	19,925
Number of properties held-for-sale		—		4		7
Number of properties sold		4		3		14
Number of properties included in discontinued operations		4		7		21

(6)   Net Investment in Direct Financing Leases

        The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2012			2011
Minimum lease payments receivable(1)	$	25,217,520		$	25,744,161
Estimated residual values		4,010,514			4,010,514
Less unearned income		(22,346,641	)		(23,026,898	)
Net investment in direct financing leases	$	6,881,393		$	6,727,777
Properties subject to direct financing leases		361			361

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24 billion). The triple-net lease with HCR ManorCare provides for annual rent of $472.5 million in the first year and $489 million beginning April 1, 2012. The rent increases by 3.5% per year over the next four years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the four leased pools had total initial available terms ranging from 23 to 35 years.

F-21

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On April 7, 2011, the Company completed the acquisition of 334 HCR ManorCare properties subject to a single master lease that the Company classified as a DFL. See discussion of the HCR ManorCare Acquisition in Note 3.

        Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

        Lease payments previously due to the Company relating to three land-only DFLs, along with the land, were subordinate to and served as collateral for first mortgage construction loans entered into by Erickson Retirement Communities and its affiliate entities ("Erickson") to fund development costs related to the properties. On October 19, 2009, Erickson filed for bankruptcy protection, which included a plan of reorganization. In December 2009, the Company concluded that it was appropriate to reduce the carrying value of these assets to a nominal amount. In February 2010, the Company entered into a settlement agreement with Erickson which was subsequently approved by the bankruptcy court. In April 2010, the reorganization was completed, which resulted in the Company (i) retaining deposits held by the Company with balances of $5 million and (ii) receiving an additional $9.6 million. As a result, the Company recognized aggregate income of $11.9 million in impairment recoveries in 2010, which represented the reversal of a portion of the allowances established pursuant to the previous December 2009 impairment charges of $63.1 million related to its investments in the three DFLs and participation interest in the senior construction loan.

        Future minimum lease payments contractually due under direct financing leases at December 31, 2012, were as follows (in thousands):

Year	Amount
2013	$	551,139
2014		563,994
2015		583,418
2016		603,513
2017		622,198
Thereafter		22,293,258
	$	25,217,520

F-22

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(7)   Loans Receivable

        The following table summarizes the Company's loans receivable (in thousands):

	December 31,
	2012								2011
	Real Estate Secured		Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—	$	145,150		$	145,150		$	—		$	90,148		$	90,148
Other		147,264		—			147,264			35,643			—			35,643
Unamortized discounts, fees and costs		—		(2,974	)		(2,974	)		(1,040	)		(1,088	)		(2,128	)
Allowance for loan losses		—		(13,410	)		(13,410	)		—			(13,410	)		(13,410	)
	$	147,264	$	128,766		$	276,030		$	34,603		$	75,650		$	110,253

Real Estate Secured Loans

        Following is a summary of loans receivable secured by real estate at December 31, 2012:

Final Maturity Date	Number of Loans			Payment Terms	Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.5% and secured by three skilled nursing facilities in Michigan	$	8,492	$	7,982
2015		1		monthly interest-only payments beginning in 2013, accrues interest at 8.00% and secured by a hospital in Louisiana		15,640		15,640
2016		4	(1)	aggregate monthly interest-only payments of $400,700, accrues interest at 8.25% and secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas		57,350		59,900
2016		1		monthly payments of $273,000, accrues interest at 6.1%, and secured by nine senior housing facilities located in Alabama, Arizona, Minnesota, Maryland, Texas and Wisconsin		52,000		52,000
2017		2	(1)	monthly interest-only payments of $71,742, accrues interest at 8.25%, and secured by two senior housing facilities in New Jersey and Pennsylvania		11,404		11,742
		9			$	144,886	$	147,264

(1)

Represents commitments to fund an aggregate of $119 million for six senior housing development projects.

        At December 31, 2012, future contractual principal payments to be received on loans receivable secured by real estate are $8 million in 2013, $16 million in 2015, $112 million in 2016 and $11 million in 2017. The Company recognized $6 million in interest income related to loans secured by real estate. At December 31, 2012, the Company accrued $3 million of interest receivables related to real estate secured loans.

F-23

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Secured Loans

        Tandem Health Care Loan.    On July 31, 2012, the Company closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. The Company funded $100 million (the "First Tranche") at closing and has a commitment to fund an additional $105 million (the "Second Tranche") between February 2013 and August 2013. The Second Tranche will be used to repay debt senior to the Company's loan. At closing, the loan was subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranche, respectively. The facility has a total term of up to 63 months from the initial closing, is prepayable at the borrower's option and is secured by real estate partnership interests.

        Delphis Operations, L.P. Loan.    The Company holds a secured term loan made to Delphis Operations, L.P. ("Delphis" or the "Borrower") that is collateralized by all of the assets of the Borrower. The Borrower's collateral is comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC, an unconsolidated joint venture of the Company. In December 2009, the Company determined that the loan was impaired. Further, in January 2011 the Company placed the loan on cost-recovery status, whereby accrual of interest income was suspended and any payments received from the Borrower are applied to reduce the recorded investment in the loan.

        As part of a March 2012 agreement (the "2012 Agreement") between Delphis, certain past and current principals of Delphis and the Cirrus Group, LLC (the "Guarantors"), and the Company, the Company agreed, among other things, to allow the distribution of $1.5 million to certain of the Guarantors from funds generated from sales of assets that were pledged as additional collateral for this loan. Further, the Company, as part of the 2012 Agreement, agreed to provide financial incentives to the Borrower regarding the liquidation of the primary collateral assets for this loan.

        Pursuant to the aforementioned 2012 Agreement, the Company received the remaining cash ($4.8 million, after reducing this amount by $0.5 million for related legal expenses) and other consideration ($2.1 million) of $6.9 million from the Guarantors. In addition, during 2012 the Company received $38.1 million in net proceeds from the sales of two of the primary collateral assets, which proceeds, together with the cash payments and other consideration, have been applied to reduce the carrying value of the loan. At December 31, 2012 and 2011, the carrying value of the loan was $30.7 million and $75.7 million, respectively. At December 31, 2012, the Company believes the fair value of the collateral supporting this loan is in excess of its carrying value. During the year ended December 31, 2012 and 2011, the Company received cash payments of $43 million and $2.1 million, respectively.

F-24

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        A reconciliation of the Company's allowance for the losses related to the Company's senior secured loan to Delphis follows (in thousands):

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011		13,410
Additions		—
Balance at December 31, 2012	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Delphis loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

        HCR ManorCare Loans.    In December 2007, the Company made a $900 million investment (at a discount of $100 million) in HCR ManorCare mezzanine loans, which paid interest at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. Also, in August 2009 and January 2011, the Company purchased $720 million (at a discount of $130 million) and $360 million, respectively, in participations in HCR ManorCare first mortgage debt, which paid interest at LIBOR plus 1.25%.

        On April 7, 2011, upon closing of the HCR ManorCare Acquisition, the Company's $2.0 billion of loans to HCR ManorCare were settled, which resulted in additional interest income of $23 million, which represents the excess of the loans' fair values above their carrying values at the acquisition date. See Note 3 for additional discussion related to the HCR ManorCare Acquisition.

        Genesis HealthCare Loans.    In September and October 2010, the Company purchased participations in a senior loan and mezzanine note of Genesis HealthCare ("Genesis") with par values of $278 million (at a discount of $28 million) and $50 million (at a discount of $10 million), respectively. The Genesis senior loan paid interest at LIBOR (subject to a floor of 1.5%, increasing to 2.5% by maturity) plus a spread of 4.75%, increasing to 5.75% by maturity. The senior loan was secured by all of Genesis' assets. The mezzanine note paid interest at LIBOR plus a spread of 7.50%. In addition to the coupon interest payments, the mezzanine note required the payment of a termination fee, of which the Company's share prior to the early repayment of this loan was $2.3 million.

        On April 1, 2011, the Company received $330.4 million from the early repayment of its loans to Genesis, and recognized additional interest income of $34.8 million, which represents the related unamortized discounts and termination fee.

(8)   Investments in and Advances to Unconsolidated Joint Ventures

HCP Ventures II

        On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

F-25

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The HCP Ventures II consideration is as follows (in thousands):

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting, and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

At closing, the Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value as of the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. In determining the fair values, relevant market data and valuation techniques were utilized and included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data.

        The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
Buildings and improvements	$	683,633
Land		79,580
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

F-26

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summary of Unconsolidated Joint Venture Information

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2012 (dollars in thousands):

Entity(1)	Properties/Segment	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	90,559			9.4(3)
HCP Ventures III, LLC	13 medical office		7,510			30
HCP Ventures IV, LLC	54 medical office and 4 hospital		32,249			20
HCP Life Science(4)	4 life science		67,785			50-63
Horizon Bay Hyde Park, LLC	1 senior housing		6,769			72
Suburban Properties, LLC	1 medical office		7,134			67
Advances to unconsolidated joint ventures, net			207
		$	212,213
Edgewood Assisted Living Center, LLC	1 senior housing	$	(417	)		45
Seminole Shores Living Center, LLC	1 senior housing		(674	)		50
		$	(1,091	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting policies related to principles of consolidation.

(2)

Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note 2 regarding the Company's accounting policy for joint venture interests.

(3)

Presented after adjusting the Company's 9.9% ownership rate for the dilution of certain of HCR ManorCare's employee equity awards. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

F-27

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

	December 31,
	2012		2011
Real estate, net	$	3,731,740	$	3,806,187
Goodwill and other assets, net		5,734,318		5,797,690
Total assets	$	9,466,058	$	9,603,877
Capital lease obligations and mortgage debt	$	6,875,932	$	6,871,743
Accounts payable		971,095		1,083,581
Other partners' capital		1,435,885		1,465,536
HCP's capital(1)		183,146		183,017
Total liabilities and partners' capital	$	9,466,058	$	9,603,877

(1)

The combined basis difference of the Company's investments in these joint ventures of $28 million, as of December 31, 2012, is primarily attributable to real estate, capital lease obligations, deferred tax assets, goodwill and lease-related net intangibles.

	Year Ended December 31,
	2012			2011(1)(2)			2010(1)
Total revenues	$	4,260,319		$	4,388,376		$	172,972
Net loss(3)(4)		(15,865	)		(827,306	)		(54,237	)
HCP's share in earnings(3)(4)(5)		54,455			46,750			4,770
HCP's impairment of its investment in HCP Ventures II(4)		—			—			(71,693	)
Fees earned by HCP		1,895			2,073			4,666
Distributions received by HCP		6,299			5,681			9,738

(1)

Includes the financial information of HCP Ventures II, up to the date in which it was consolidated on January 14, 2011.

(2)

Beginning April 7, 2011, includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.9% equity interest at closing.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the goodwill that was impaired was not part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and included the Company's share of the impact of the Ventures' impairment of its straight-line rent assets. Therefore, HCP's share in earnings for the year ended December 31, 2010 related to the impact of the Ventures' impairment of its straight-line rent assets was not included in equity income from unconsolidated joint ventures on the consolidated statements of income.

(5)

The Company's joint venture interest in HCR ManorCare is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCR ManorCare. The Company recorded a

F-28

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

reduction in DFL income of $59.4 million and $42.2 million for the years ended December 31, 2012 and 2011, respectively. Further, the Company's share of earnings from HCR ManorCare (equity income) increases for the corresponding reduction of related lease expense recognized at the HCR ManorCare level.

(9)   Intangibles

        The Company's intangible lease assets were (in thousands):

	December 31,
Intangible lease assets	2012			2011
Lease-up intangibles	$	581,742		$	385,148
Above market tenant lease intangibles		153,141			145,374
Below market ground lease intangibles		58,939			41,015
Gross intangible lease assets		793,822			571,537
Accumulated depreciation and amortization		(241,121	)		(199,147	)
Net intangible lease assets	$	552,701		$	372,390

        The increase in intangible assets in 2012 from 2011 was primarily attributable to the acquisition of 129 senior housing communities from the Blackstone JV, comprised primarily of lease-up intangibles with an average amortization period of 15 years. The remaining weighted average amortization period of intangible assets was 12 years and 11 years at December 31, 2012 and 2011, respectively.

        The Company's intangible lease liabilities were (in thousands):

	December 31,
Intangible lease liabilities	2012			2011
Below market lease intangibles	$	192,733		$	206,460
Above market ground lease intangibles		6,091			1,779
Gross intangible lease liabilities		198,824			208,239
Accumulated depreciation and amortization		(92,915	)		(90,462	)
Net intangible lease liabilities	$	105,909		$	117,777

        The remaining weighted average amortization period of unfavorable market lease intangibles was approximately eight years at both December 31, 2012 and 2011.

        For the years ended December 31, 2012, 2011 and 2010, rental income includes additional revenues of $4.0 million, $6.2 million and $8.2 million, respectively, from the amortization of net below market lease intangibles. For the years ended December 31, 2012, 2011 and 2010, operating expenses include additional expense of $0.7 million, $0.6 million and $0.4 million, respectively, from the amortization of net above market ground lease intangibles. For the years ended December 31, 2012, 2011 and 2010, depreciation and amortization expense includes additional expense of $43.7 million, $44.8 million and $45.7 million, respectively, from the amortization of lease-up and non-compete agreement intangibles.

F-29

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter follows (in thousands):

	Intangible Assets		Intangible Liabilities
2013	$	72,684	$	16,772
2014		67,943		16,261
2015		64,078		15,696
2016		59,674		15,150
2017		52,452		12,787
Thereafter		235,870		29,243
	$	552,701	$	105,909

(10) Other Assets

        The Company's other assets consisted of the following (in thousands):

	December 31,
	2012		2011
Straight-line rent assets, net of allowance of $33,521 and $34,457, respectively	$	306,294	$	266,620
Marketable debt securities(1)		222,809		—
Leasing costs, net		93,763		92,288
Deferred financing costs, net		45,490		35,649
Goodwill		50,346		50,346
Marketable equity securities		24,829		17,053
Other(2)(3)		44,989		23,502
Total other assets	$	788,520	$	485,458

(1)

Represents £137.9 million of Four Seasons senior unsecured notes translated into U.S. dollars as of December 31, 2012 (see below for additional information).

(2)

Includes a $5.4 million allowance for losses related to accrued interest receivable on the Delphis loan. At both December 31, 2012 and 2011, the carrying value of interest accrued related to the Delphis loan was zero. See Note 7 for additional information about the Delphis loan and the related impairment.

(3)

At December 31, 2012, includes aggregate loan receivables of $10 million from HCP Ventures IV, LLC, an unconsolidated joint venture (see Note 8 for additional information) with an interest rate of 12% and various maturities from March 2013 to December 2013. The loans are secured by the counterparty's 80% partnership interest in the joint venture.

        In June 2011, the Company purchased approximately $22.4 million of marketable equity securities that are classified as available-for-sale. At December 31, 2011, the Company incurred a $5.4 million impairment for these securities as it concluded the decrease in value of such securities below their carrying value was other-than-temporary. At December 31, 2012, the marketable equity securities had a fair value and adjusted cost basis of $24.8 million and $17.1 million, respectively. At December 31, 2011, the fair value and adjusted cost basis of the marketable equity securities were both $17.1 million.

F-30

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Four Seasons Health Care Senior Unsecured Notes

        On June 28, 2012, the Company purchased senior unsecured notes with an aggregate par value of £138.5 million at a discount for £136.8 million ($214.9 million). The notes are issued by Elli Investments Limited, a subsidiary of Terra Firma, a European private equity firm, as part of its financing for the acquisition of Four Seasons Health Care, an elderly and specialist care provider in the United Kingdom. The notes mature in June 2020 and are non-callable through June 2016. The notes bear interest on their par value at a fixed rate of 12.25% per annum, with an original issue discount resulting in a yield to maturity of 12.5%. This investment was financed by a GBP denominated unsecured term loan that is discussed in Note 11. These senior unsecured notes are accounted for as marketable debt securities and classified as held-to-maturity.

(11) Debt

Bank Line of Credit and Term Loan

        On March 27, 2012, the Company executed an amendment to its existing $1.5 billion unsecured revolving line of credit facility (the "Facility"). This amendment reduces the cost of the Facility (lower borrowing rate and facility fee) and extends the Facility's maturity by one additional year to March 2016. The Facility contains a one-year extension option. Borrowings under this Facility accrue interest at LIBOR plus a margin that depends on the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment that depends upon its debt ratings. Based on the Company's debt ratings at December 31, 2012, the margin on the Facility was 1.075%, and the facility fee was 0.175%. The Facility also includes a feature that will allow the Company to increase the Facility by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. At December 31, 2012, the Company had no balance outstanding under this Facility.

        On July 30, 2012, the Company entered into a credit agreement with a syndicate of banks for a £137 million ($223 million at December 31, 2012) four-year unsecured term loan (the "Term Loan") that accrues interest at a rate of GBP LIBOR plus 1.20%, based on the Company's current debt ratings. Concurrent with the closing of the Term Loan, the Company entered into a four-year interest rate swap contract that fixes the interest rate of the Term Loan at 1.81%, subject to adjustments based on the Company's debt ratings. The Term Loan contains a one-year committed extension option.

        The Facility and Term Loan contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $9.2 billion at December 31, 2012. At December 31, 2012, the Company was in compliance with each of these restrictions and requirements of the Facility and Term Loan.

Senior Unsecured Notes

        At December 31, 2012, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion. At December 31, 2012, interest rates on the notes ranged from 1.21% to 7.07% with a weighted average effective rate of 5.10% and a weighted average maturity of six years. Discounts and premiums are amortized to interest expense over the term of the related senior

F-31

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

unsecured notes. The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. As of December 31, 2012, the Company believes it was in compliance with these covenants.

        On November 19, 2012, the Company issued $800 million of 2.625% senior unsecured notes due in 2020. The notes were priced at 99.729% of the principal amount with an effective yield to maturity of 2.667%. Net proceeds from this offering were $793 million.

        On July 23, 2012, the Company issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield to maturity of 3.28%; net proceeds from the offering were $294 million.

        On June 25, 2012, the Company repaid $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%. The senior unsecured notes were repaid with proceeds from the Company's June 2012 common stock offering.

        On January 23, 2012, the Company issued $450 million of 3.75% senior unsecured notes due in 2019. The notes were priced at 99.523% of the principal amount with an effective yield to maturity of 3.83%; net proceeds from the offering were $444 million.

        On September 15, 2011, the Company repaid $292 million of maturing senior unsecured notes, which accrued interest at a rate of 4.82%. The senior unsecured notes were repaid with funds available under the Facility.

        On January 24, 2011, the Company issued $2.4 billion of senior unsecured notes as follows: (i) $400 million of 2.70% notes due 2014; (ii) $500 million of 3.75% notes due 2016; (iii) $1.2 billion of 5.375% notes due 2021; and (iv) $300 million of 6.75% notes due 2041. The notes had an initial weighted average maturity of 10.3 years and a weighted average yield of 4.83%; net proceeds from the offering were $2.37 billion.

        The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Principal Amount			Weighted Average Interest Rate
2013	$	550,000			5.80	%
2014		487,000			3.15
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2019		450,000			3.96
2020		800,000			2.79
2021		1,200,000			5.53
2022		300,000			3.39
2041		300,000			6.89
		6,737,000
Discounts, net		(24,376	)
	$	6,712,624

F-32

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Mortgage Debt

        At December 31, 2012, the Company had $1.7 billion in aggregate principal amount of mortgage debt outstanding that is secured by 135 healthcare facilities (including redevelopment properties) that had a carrying value of $2.1 billion. At December 31, 2012, interest rates on the mortgage debt range from 1.54% to 8.69% with a weighted average effective interest rate of 6.13% and a weighted average maturity of four years.

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Amount			Weighted Average Interest Rate
2013	$	291,747			6.15	%
2014		179,695			5.78
2015		308,048			6.03
2016		291,338			6.88
2017		550,052			6.04
Thereafter		65,886			5.26
		1,686,766
Discounts, net		(10,222	)
	$	1,676,544

        Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

Other Debt

        At December 31, 2012, the Company had $82 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at two of its senior housing facilities, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). The Life Care Bonds are refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

F-33

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Debt Maturities

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year	Term Loan(1)		Senior Unsecured Notes			Mortgage Debt			Total(2)
2013	$	—	$	550,000		$	291,747		$	841,747
2014		—		487,000			179,695			666,695
2015		—		400,000			308,048			708,048
2016		222,694		900,000			291,338			1,414,032
2017		—		750,000			550,052			1,300,052
Thereafter		—		3,650,000			65,886			3,715,886
		222,694		6,737,000			1,686,766			8,646,460
(Discounts) and premiums, net		—		(24,376	)		(10,222	)		(34,598	)
	$	222,694	$	6,712,624		$	1,676,544		$	8,611,862

(1)

Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)

Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

(12) Commitments and Contingencies

Legal Proceedings

        From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company's business. Except as described in this Note 12, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company's business, prospects, financial condition, results of operations or cash flows. The Company's policy is to accrue legal expenses as they are incurred.

        On May 3, 2007, Ventas, Inc. ("Ventas") filed a complaint against the Company in the United States District Court for the Western District of Kentucky alleging, among other things, that the Company interfered with Ventas's prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"). Ventas sought compensatory damages in excess of $300 million plus punitive damages. Prior to the jury deliberations, the District Court dismissed, among other rulings, Ventas's claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million. The Company recognized $102 million as a provision for litigation expense during the three months ended September 30, 2009. Both Ventas and the Company appealed various rulings of the District Court and the jury verdict to the United States Sixth Circuit Court of Appeals. On May 17, 2011, the Sixth Circuit Court of Appeals held that the District Court erred by not submitting Ventas's claim for punitive damages to the jury, and affirmed the District Court's judgment in all other respects. On August 23, 2011, the Company paid Ventas $102 million resulting from the jury verdict. On November 9, 2011, the Company and Ventas settled all claims relating to the litigation and the Company paid $125 million to Ventas in addition to the $102 million paid in August 2011.

F-34

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery (the "Court of Chancery") against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). One of the complaints, which related to four of the 64 communities subject to the dispute, was removed on July 24, 2009 to the United States District Court for the Eastern District of Virginia (the "Virginia District Court"). On April 30, 2010, the Virginia District Court dismissed all claims before it, and each party filed a notice of appeal regarding the decision with the United States Court of Appeals for the Fourth Circuit.

        On August 31, 2010, the Company entered into agreements with Sunrise in which: (i) the Company acquired the right to terminate management contracts on 27 of the 75 senior housing communities owned by the Company (these 27 communities were leased to tenants that had entered into management contracts with Sunrise); (ii) Sunrise agreed to limit certain fees and charges associated with the in-place management contracts of the remaining 48 communities, where such limitations were consistent with the parties' budgetary rights and obligations under existing agreements; (iii) the Company agreed to fund certain capital expenditures at the remaining 48 communities, and (iv) both parties dismissed all of the previous litigation proceedings that were filed against each other. The Company agreed to pay Sunrise $50 million for the right to terminate the management contracts of the 27 communities; after taking into account the rights to approximately $9 million of working capital that the Company received in conjunction with acquiring these termination rights, the net cost to acquire the termination rights was $41 million. The Company had marketed for lease the 27 communities to a limited group of operators, and prior to August 31, 2010, had received a favorable bid and an executed non-binding term sheet from Emeritus Corporation ("Emeritus"). On October 18, 2010, the Company executed two triple-net master leases with Emeritus for the 27 communities on terms consistent with a non-binding term sheet agreed to by the Company and Emeritus in August 2010, including fixed lease terms of 15 years and two 10 year extension options. Shortly thereafter, on October 31, 2010, the Company exercised its rights under the existing lease contracts to terminate the leases with the tenants that had entered into the management contracts with Sunrise for a payment of $2 million. The term of the new Emeritus leases commenced on November 1, 2010, immediately after such termination.

        The Company capitalized the $41 million cost for the above termination rights as an initial direct leasing cost of the new leases as it determined that: (i) acquiring the right to terminate Sunrise's long-term management contracts was essential to enable the Company to lease such communities to another operator; and (ii) prior to August 31, 2010, the leasing transaction with Emeritus was reasonably assured. The initial direct leasing costs will be amortized over the initial 15-year term of the new leases with Emeritus. Further, the Company concluded that no amount of the $50 million paid to Sunrise should be allocated to the dismissed litigation or to the existing leases on the 48 remaining communities, because the Company believed that: (i) as ruled by the Virginia District Court, Sunrise's counterclaims lacked merit and had no value, and the claims remaining in the Chancery Court arose from similar facts and were expected to be decided on the basis of similar law; (ii) Sunrise's agreement to limit certain fees on the remaining 48 communities, and the Company's agreement to fund certain capital expenditures at the communities, were each consistent with the Company's and Sunrise's obligations, respectively under the existing agreements; and (iii) the incremental value gained by the reasonably assured future rents from Emeritus and the acquired working capital exceeded the payment to Sunrise.

F-35

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Concentration of Credit Risk

        Concentrations of credit risks arise when a number of operators, tenants or obligors related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of risks. The Company does not have significant foreign operations.

        The following table provides information regarding the Company's concentration with respect to certain operators; the information provided is presented for the gross assets and revenues that are associated with certain operators as percentages of the respective segment's and total Company's gross assets and revenues:

Segment Concentrations:

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		11		14		11		10		—
Brookdale(2)		11		14		14		22		11
Emeritus(3)		35		19		23		24		14
Sunrise(3)(4)		17		22		15		19		21

	Percentage of Post-Acute/ Skilled Nursing Gross Assets				Percentage of Post-Acute/ Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		89		94		90		84		30

Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		31		35		30		27		9
Brookdale(2)		4		5		5		7		5
Emeritus(3)		13		6		8		7		6
Sunrise(3)(4)		7		7		5		6		9

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

As of December 31, 2012 and 2011, Brookdale Senior Living ("Brookdale") percentages do not include $692 and $683 million, respectively, of senior housing assets related to 21 senior housing facilities that Brookdale operates (beginning September 1, 2011) on the Company's behalf under a RIDEA structure. Assuming that these assets were attributable to Brookdale, the percentage of combined segment and total assets attributable to Brookdale would be 20% and 8%, respectively, as of December 31, 2012, and 26% and 9%, respectively, as of December 31, 2011. For the years ended December 31, 2012 and 2011, Brookdale percentages do not include $143 million and $47 million, respectively, of senior

F-36

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

housing revenues, related to 21 senior housing facilities that Brookdale operates on the Company's behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of combined segment and total revenues attributable to Brookdale would be 36% and 12%, respectively, for the year ended December 31, 2012 and 31% and 10%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $33 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 28% and 12%, respectively, for the year ended December 31, 2010. Percentage of total revenues from Emeritus for the year ended December 31, 2012 includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in the Company's 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(4)

Certain of the Company's properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. The Company's concentration of gross assets includes properties directly leased to Sunrise and properties that are managed by Sunrise on behalf of third party tenants.

        On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine HCP communities; (ii) entered into a new triple-net lease related to four HCP communities; (iii) assumed Horizon Bay's management of three HCP communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of the Company's communities that are in a RIDEA structure. In connection with these transactions, the Company purchased approximately one million shares of Brookdale's common stock in June 2011 (see Note 10 for additional information regarding these marketable equity securities).

        Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." The year ended December 31, 2012 includes $143 million and $91 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale beginning September 1, 2011. The year ended December 31, 2011 includes $47 million and $30 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities.

        The year ended December 31, 2010 includes increases of $29 million and $26 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated, for the period from August 31, 2010 to November 1, 2010, as a result of the termination rights the Company acquired from the settlement agreement discussed above. See Note 21 for additional information regarding VIEs.

        To mitigate credit risk of leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

        At December 31, 2012 and 2011, the Company's gross real estate assets in the state of California, excluding assets held-for-sale, represented approximately 20% and 23% of the Company's total assets, respectively. For the year ended December 31, 2012, the Company's revenues derived from properties

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

located in the states of California, Texas and Florida represented approximately 22%, 12% and 10% of the Company's total revenues, respectively.

DownREIT LLCs

        In connection with the formation of certain DownREIT limited liability companies ("LLCs"), members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code ("make-whole payments"). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2033.

Credit Enhancement Guarantee

        Certain of the Company's senior housing facilities serve as collateral for $117 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, had a carrying value of $374 million as of December 31, 2012.

Environmental Costs

        The Company monitors its properties for the presence of hazardous or toxic substances. The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company's business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

General Uninsured Losses

        The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm occurrences for which the related insurances carry high deductibles.

Tenant Purchase Options

        Certain leases contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized lease payments (base rent only) to be received from these leases, including

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

DFLs, subject to purchase options, in the year that the purchase options are exercisable, are summarized as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2013	$	42,700		23
2014		36,666		15
2015		16,702		15
2016		38,933		18
2017		1,685		2
Thereafter		96,859		58
	$	233,545		131

(1)

Represents the most recent month's base rent including additional rent floors and cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

Rental Expense

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2012, 2011 and 2010 was approximately $7 million, $6 million and $6 million, respectively. These rental expense amounts include ground rent and other leases. Ground leases generally require fixed annual rent payments and may also include escalation clauses and renewal options. These leases have terms that are up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2012 were as follows (in thousands):

Year	Amount
2013	$	7,734
2014		7,119
2015		6,372
2016		5,228
2017		4,797
Thereafter		193,324
	$	224,574

(13) Equity

Preferred Stock

        On April 23, 2012, the Company redeemed all of its outstanding preferred stock consisting of 4,000,000 shares of its 7.25% Series E preferred stock and the 7,820,000 shares of its 7.10% Series F preferred stock. The shares of Series E and Series F preferred stock were redeemed at a price of $25 per share, or $295.5 million in aggregate, plus all accrued and unpaid dividends to the redemption date. As a result of the redemption, which was announced on March 22, 2012, the Company incurred a charge of $10.4 million related to the original issuance costs of the preferred stock (this charge is

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

presented as an additional preferred stock dividend in the Company's consolidated statements of income).

        Distributions with respect to the Company's preferred stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual preferred stock dividends per share:

	Series E						Series F
	December 31,						December 31,
	2012(1)		2011		2010		2012(1)		2011		2010
	(unaudited)
Ordinary dividends	$	0.4383	$	1.4335	$	1.6695	$	0.4292	$	1.4038	$	1.6350
Capital gain dividends		0.0148		0.3790		0.1430		0.0145		0.3712		0.1400
	$	0.4531	$	1.8125	$	1.8125	$	0.4437	$	1.7750	$	1.7750

(1)

As discussed above, the Company redeemed all of its outstanding preferred stock on April 23, 2012.

Common Stock

        Distributions with respect to the Company's common stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual common stock dividends per share:

	Year Ended December 31,
	2012		2011		2010
	(unaudited)
Ordinary dividends	$	1.4618	$	0.9259	$	1.0935
Capital gain dividends		0.0495		0.2448		0.0937
Nondividend distributions		0.4887		0.7493		0.6728
	$	2.0000	$	1.9200	$	1.8600

        On January 25, 2013, the Company announced that its Board declared a quarterly cash dividend of $0.525 per share. The common stock cash dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013.

        On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million, which were primarily used to acquire the 129 senior housing communities from the Blackstone JV.

        In June 2012, the Company completed a $376 million offering of 8.97 million shares of common stock at a price of $41.88 per share, which were primarily used to repay $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%.

        In March 2012, the Company completed a $359 million offering of 9.0 million shares of common stock at a price of $39.93 per share, which were primarily used to redeem all outstanding shares of the Company's preferred stock.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In March 2011, the Company completed a $1.273 billion public offering of 34.5 million shares of common stock at a price of $36.90 per share. The Company received total net proceeds of $1.235 billion, which were primarily used to finance part of the aggregate purchase price of the HCR ManorCare Acquisition. The following is a summary of the Company's other issuances of common stock:

	Year Ended December 31,
	2012		2011
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan		1,064		1,910
Conversion of DownREIT units		736		80
Exercise of stock options		2,455		1,157
Vesting of restricted stock units(1)		707		228

(1)

Issued under the Company's 2006 Performance Incentive Plan.

Accumulated Other Comprehensive Loss

        The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

	December 31,
	2012			2011
Unrealized gains on available for sale securities	$	7,776		$	—
Unrealized losses on cash flow hedges, net		(18,452	)		(15,712	)
Supplemental Executive Retirement Plan minimum liability		(3,150	)		(2,794	)
Cumulative foreign currency translation adjustment		(827	)		(1,076	)
Total accumulated other comprehensive loss	$	(14,653	)	$	(19,582	)

Noncontrolling Interests

        At December 31, 2012, there were four million non-managing member units (six million shares of HCP common stock are issuable upon conversion) outstanding in four DownREIT LLCs, in all of which the Company is the managing member. At December 31, 2012, the carrying and market values of the four million DownREIT units were $188 million and $275 million, respectively.

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, post-acute/skilled nursing, life science and hospital segments, the Company invests or co-invests primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations (RIDEA) and by debt issued by operators in these sectors. Under the medical office segment, the Company invests or co-invests through the acquisition and development of medical office buildings ("MOBs") that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

sales or transfers during the years ended December 31, 2012 and 2011. The Company evaluates performance based upon property net operating income from continuing operations ("NOI"), adjusted NOI and interest income of the combined investments in each segment.

        Non-segment assets consist primarily of corporate assets including cash, restricted cash, accounts receivable, net, marketable equity securities, deferred financing costs and, if any, real estate held-for-sale. Interest expense, depreciation and amortization and non-property specific revenues and expenses are not allocated to individual segments in determining the Company's performance measure. See Note 12 for other information regarding concentrations of credit risk.

        Summary information for the reportable segments follows (in thousands):

        For the year ended December 31, 2012:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	482,336	$	143,745	$	3,503	$	—	$	629,584	$	531,419	$	480,872
Post-acute/skilled nursing		539,242		—		19,993		—		559,235		538,856		462,927
Life science		289,664		—		—		4		289,668		236,491		226,997
Medical office		334,811		—		—		1,891		336,702		202,547		197,569
Hospital		84,493		—		1,040		—		85,533		80,980		78,995
Total	$	1,730,546	$	143,745	$	24,536	$	1,895	$	1,900,722	$	1,590,293	$	1,447,360

        For the year ended December 31, 2011:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	470,592	$	50,619	$	178	$	70	$	521,459	$	486,673	$	433,728
Post-acute/skilled nursing		397,554		—		98,450		—		496,004		396,969		339,946
Life science		288,151		—		—		4		288,155		235,355		212,250
Medical office		320,115		—		—		1,999		322,114		192,213		186,180
Hospital		83,128		—		1,236		—		84,364		78,798		76,402
Total	$	1,559,540	$	50,619	$	99,864	$	2,073	$	1,712,096	$	1,390,008	$	1,248,506

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	337,220	$	32,596	$	364	$	2,300	$	372,480	$	341,043	$	306,682
Post-acute/skilled nursing		36,023		—		121,703		—		157,726		35,847		34,685
Life science		276,762		—		—		4		276,766		228,270		204,938
Medical office		309,285		—		—		2,362		311,647		181,398		175,654
Hospital		83,491		—		38,096		—		121,587		78,661		73,642
Total	$	1,042,781	$	32,596	$	160,163	$	4,666	$	1,240,206	$	865,219	$	795,601

(1)

Represents rental and related revenues, tenant recoveries, and income from DFLs.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2)

NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental and related revenues, including tenant recoveries, resident fees and services, and income from direct financing leases, less property level operating expenses. NOI excludes interest income, investment management fee income, interest expense, depreciation and amortization, general and administrative expenses, litigation settlement, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL accretion, amortization of above and below market lease intangibles, and lease termination fees. Adjusted NOI is sometimes referred to as "cash NOI." The Company uses NOI and adjusted NOI to make decisions about resource allocations and to assess and compare property level performance. The Company believes that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP because it does not reflect the aforementioned excluded items. Further, the Company's definition of NOI may not be comparable to the definition used by other REITs, as those companies may use different methodologies for calculating NOI.

        The following is a reconciliation from reported net income to NOI and adjusted NOI (in thousands):

	Years ended December 31,
	2012			2011			2010
Net income	$	846,842		$	554,494		$	344,395
Interest income		(24,536	)		(99,864	)		(160,163	)
Investment management fee income		(1,895	)		(2,073	)		(4,666	)
Interest expense		417,130			416,396			285,508
Depreciation and amortization		358,245			349,922			306,934
General and administrative		79,454			96,121			83,019
Litigation settlement and provision		—			125,000			—
Impairments (recoveries)		7,878			15,400			(11,900	)
Other income, net		(2,776	)		(12,732	)		(16,194	)
Income taxes		(1,636	)		1,250			412
Equity income from unconsolidated joint ventures		(54,455	)		(46,750	)		(4,770	)
Impairments of investment in unconsolidated joint venture		—			—			71,693
Total discontinued operations		(33,958	)		(7,156	)		(29,049	)
NOI		1,590,293			1,390,008			865,219
Straight-line rents		(47,311	)		(59,173	)		(47,243	)
DFL accretion		(94,240	)		(74,007	)		(10,641	)
Amortization of above and below market lease intangibles, net		(2,232	)		(4,510	)		(6,378	)
Lease termination fees		(636	)		(5,873	)		(7,665	)
NOI adjustments related to discontinued operations		1,486			2,061			2,309
Adjusted NOI	$	1,447,360		$	1,248,506		$	795,601

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The Company's total assets by segment were (in thousands):

	December 31,
Segments	2012			2011			2010
Senior housing	$	7,658,612		$	5,785,441		$	4,196,456
Post-acute/skilled nursing		6,080,826			5,644,472			2,133,640
Life science		3,932,397			3,886,851			3,709,528
Medical office		2,661,394			2,336,302			2,299,311
Hospital		724,999			757,618			770,038
Gross segment assets		21,058,228			18,410,684			13,108,973
Accumulated depreciation and amortization		(1,978,597	)		(1,646,736	)		(1,386,850	)
Net segment assets		19,079,631			16,763,948			11,722,123
Assets held-for-sale, net		—			106,295			147,538
Other non-segment assets		835,924			538,232			1,462,262
Total assets	$	19,915,555		$	17,408,475		$	13,331,923

        At December 31, 2012, goodwill of $50.3 million is allocated as follows: (i) senior housing—$30.5 million, (ii) medical office—$11.4 million, (iii) post-acute/skilled nursing—$3.3 million and (iv) hospital—$5.1 million. The Company completed the required annual impairment test during the three months ended December 31, 2012; no impairment was recognized based on the results of this impairment test.

(15) Future Minimum Rents

        Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2012, are as follows (in thousands):

Year	Amount
2013	$	1,043,473
2014		1,004,409
2015		963,872
2016		926,289
2017		852,670
Thereafter		4,182,607
	$	8,973,320

(16) Compensation Plans

Stock Based Compensation

        On May 11, 2006, the Company's stockholders approved the 2006 Performance Incentive Plan (the "2006 Incentive Plan"). The 2006 Incentive Plan provides for the granting of stock-based compensation, including stock options, restricted stock and performance restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. On April 23, 2009, the Company's stockholders amended the 2006 Incentive Plan. As a result of the amendment, the maximum number of shares reserved for awards under the 2006 Incentive Plan, as amended, is 23.2 million shares. The maximum number of shares available for future awards under the

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2006 Incentive Plan is 6.8 million shares at December 31, 2012, of which approximately 4.5 million shares may be issued as restricted stock and performance restricted stock units.

Stock Options

        Stock options are granted with an exercise price per share equal to the closing market price of the company's common stock on the grant date. Stock options generally vest ratably over a four- to five-year period and have a 10-year contractual term. Vesting of certain options may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. Upon the exercise of options, the participant is required to pay the exercise price of the options being exercised and the related tax withholding obligation. Participants have the ability to elect to have the Company withhold the number of shares to be delivered upon exercise of stock options to pay the related exercise price and tax withholding obligation. The value of the shares withheld is dependent upon the closing market price of the Company's common stock on the date that the relevant transaction occurs.

        A summary of the stock option activity in 2012 is presented in the following table (dollars and shares in thousands, except per share amounts):

	Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2012		6,524		$	28.76		6.1	$	84,169
Granted		455			41.64
Exercised		(3,838	)		28.33
Forfeited		(14	)		26.40
Outstanding as of December 31, 2012		3,127			31.16		6.9		43,774
Exercisable as of December 31, 2012		539			32.09		6.0		7,041

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2012 (shares in thousands):

					Weighted Average Remaining Contractual Term (Years)		Currently Exercisable
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		910	$	23.34		6.1		54	$	23.34
27.11 -  28.35		739		28.28		6.8		210		28.12
31.95 -  41.64		1,478		37.41		7.4		275		36.84
		3,127		31.16		6.9		539		32.09

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The following table summarizes additional information concerning unvested stock options at December 31, 2012 (shares in thousands):

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		3,285		$	3.77
Granted		455			6.34
Vested		(1,138	)		3.59
Forfeited		(14	)		3.67
Unvested at December 31, 2012		2,588			4.30

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2012, 2011 and 2010 was $6.34, $5.97 and $5.17, respectively. The total vesting date intrinsic value (at vesting) of shares under options vested during the years ended December 31, 2012, 2011 and 2010 was $18.0 million, $15.8 million and $10.7 million, respectively. The total intrinsic value of vested shares under options at December 31, 2012 was $7.0 million.

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2012, 2011 and 2010 were $51.6 million, $30.8 million and $6.3 million, respectively. The total intrinsic value (at exercise) of options exercised during the years ended December 31, 2012, 2011 and 2010 was $51.0 million, $13.4 million and $2.3 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2012, 2011 and 2010 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions described below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees and turnover rates. For stock options granted in 2012, 2011 and 2010, the expected volatility was based on the average of the Company's: (i) historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date, calculated on a weekly basis and (ii) the implied volatility of traded options on its common stock for a period equal to 30 days ending on the grant date. For stock options granted prior to 2010, the expected volatility was based on the Company's historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date and calculated on a weekly basis. The following table summarizes the Company's stock option valuation assumptions used with respect to stock options awarded in 2012, 2011 and 2010:

	2012			2011			2010
Risk-free rate		1.09	%		2.58	%		2.77	%
Expected life (in years)		5.9			6.5			6.3
Expected volatility		32.7	%		31.8	%		35.0	%
Expected dividend yield		5.9	%		6.1	%		6.2	%

Restricted Stock and Performance Restricted Stock Units

        Under the 2006 Incentive Plan, restricted stock and performance restricted stock units generally have a contractual life or vest over a three- to five-year period. The vesting of certain restricted shares

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

and units may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. When vested, each performance restricted stock unit is convertible into one share of common stock. The restricted stock and performance restricted stock units are valued on the grant date based on the closing market price of the Company's common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. Upon any exercise or payment of restricted shares or units, the participant is required to pay the related tax withholding obligation. Participants generally have the flexibility to elect to have the Company reduce the number of shares to be delivered to pay the related tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company's common stock on the date that the relevant transaction occurs. During 2012, 2011 and 2010, the Company withheld 361,000, 136,000 and 154,000 shares, respectively, to offset tax withholding obligations with respect to the restricted stock and restricted stock unit awards.

        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2012 (units and shares in thousands):

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		1,478		$	32.59		339		$	27.75
Granted		456			41.67		—			N/A
Vested		(707	)		33.03		(186	)		27.55
Forfeited		(7	)		38.29		(8	)		26.72
Unvested at December 31, 2012		1,220			35.16		145			27.24

        At December 31, 2012, the weighted average remaining vesting period of restricted stock units and restricted stock was three years. The total fair values (at vesting) of restricted stock and restricted stock units which vested for the years ended December 31, 2012, 2011 and 2010 were $38.6 million, $14.4 million and $12.5 million, respectively.

        As the Company pays dividends on its outstanding common stock, holders of restricted stock awards are generally entitled to any dividends on the underlying restricted shares, and holders of restricted stock units generally have the right to a cash payment equal to the dividends that would be paid on a number of shares of Company common stock equal to the number of outstanding units subject to the award.

        On August 14, 2006, the Company granted 219,000 restricted stock units to the Company's Chairman and Chief Executive Officer. The restricted stock units vest over a period of 10 years beginning in 2012, subject to accelerated vesting in certain circumstances as provided in the applicable award agreement and the Company's employment agreement with its Chief Executive Officer. Each vested unit will be convertible, upon payment of the award, into one share of common stock. Additionally, as the Company pays dividends on its outstanding common stock, the original award will be credited with additional restricted stock units as dividend equivalents (in lieu of receiving a cash payment). Generally, the dividend equivalent restricted stock units will be subject to the same vesting and other conditions as applied to the grant. At December 31, 2012, the total number of restricted stock units under this arrangement was approximately 317,000.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        In 2012, the Company implemented a clawback policy that is retroactive to prior years pursuant to which its Board of Directors or Compensation Committee shall, in such circumstances as it determines to be appropriate, require reimbursement or cancellation of all or a portion of any short or long-term cash or equity incentive awards or payments to an officer (or former officer, as the case may be) of the Company where: (1) the amount of, or number of shares included in, any such payment or award was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to noncompliance with any financial reporting requirement under the securities laws; and (2) a lesser payment or award of cash or shares would have been made to the individual based upon the restated financial results; and (3) the payment or award of cash or shares was received by the individual prior to or during the 12-month period following the first public issuance or filing of the financial results that were subsequently restated.

        Total share-based compensation expense recognized during the years ended December 31, 2012, 2011 and 2010 was $23.3 million, $20.2 million and $15.1 million, respectively. As of December 31, 2012, there was $41.6 million of deferred compensation cost associated with future employee services, related to unvested share-based compensation arrangements granted under the Company's incentive plans, which is expected to be recognized over a weighted average period of three years.

Employee Benefit Plan

        The Company maintains a 401(k) and profit sharing plan that allows for eligible participants to defer compensation, subject to certain limitations imposed by the Code. The Company provides a matching contribution of up to 4% of each participant's eligible compensation. During 2012, 2011 and 2010, the Company's matching contributions were approximately $0.8 million, $0.8 million and $0.9 million, respectively.

(17) Impairments

        During the year ended December 31, 2012, the Company executed an expansion of its tenant relationship with General Atomics in Poway, CA, to a total of 396,000 square feet, consisting of the following: (i) a lease extension of 281,000 square feet through June 2024, (ii) a new 10—year lease for a 115,000 square feet building to be developed and (iii) the purchase of a 19 acre land parcel from the Company for $19 million. As a result of the land sale the Company recognized an impairment charge of $7.9 million, which reduced the carrying value of the Company's investment from $27 million to the $19 million sales price. The fair value of the Company's land parcel was based on the sales price from its disposition in conjunction with this transaction. The sales price of the land parcel was considered to be a Level 3 measurement within the fair value hierarchy.

        During the year ended December 31, 2011, the Company concluded that its senior secured term loan to Delphis was impaired and established a provision for losses (impairment) of $15.4 million. The impairment resulted from the Company's conclusion that the carrying value of its loan was in excess of the fair value of the loan's underlying collateral assets. This provision for losses reduced the carrying value of its investment from $91.1 million to its fair value of $75.7 million. The fair value of the Company's loan investment was based on a discounted cash flow valuation model and inputs considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, earnings multiples, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from the loan and, accordingly, the fair value of its investment.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        On October 12, 2010, the Company concluded that its 35% interest in HCP Ventures II, which owns 25 senior housing properties leased by Horizon Bay Communities or certain of its affiliates (collectively "Horizon Bay"), was impaired. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II. During the year ended December 31, 2010 the Company recognized an impairment of $71.7 million related to its investment in HCP Ventures II, which reduced the carrying value of its investment from $136.8 million to its fair value of $65.1 million. The fair value of the Company's investment in HCP Ventures II was based on a discounted cash flow valuation model that is considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from HCP Ventures II and, accordingly, the fair value of its investment.

(18) Income Taxes

        For the year ended December 31, 2012, the Company recorded an income tax benefit of $1.6 million, as compared to income tax expense of $1.2 million and $0.4 million for the years ended December 31, 2011 and 2010, respectively. The Company's income tax expense from discontinued operations was insignificant for the years ended December 31, 2012, 2011 and 2010. The Company's deferred income tax expense and its balance in deferred tax assets and liabilities were insignificant as of December 31, 2012, 2011 and 2010.

        The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years prior to 2008.

        At December 31, 2012 and 2011, the tax basis of the Company's net assets is less than the reported amounts by $7.6 billion and $7.4 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. ("SEUSA") and HCR ManorCare acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCR ManorCare were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCR ManorCare, including the tax basis in the acquired companies' assets and liabilities. The Company generally will be subject to a corporate-level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCR ManorCare's pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

        The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCR ManorCare acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCR ManorCare. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, from time to time, the Company may dispose of SEUSA or HCR ManorCare assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

        In connection with the SEUSA and HCR ManorCare acquisitions, the Company assumed unrecognized tax benefits of $8 million and $2 million, respectively. During 2011, the Company had a

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

net decrease in unrecognized tax benefits of $4.9 million. The decrease was caused by the reversal of the remaining $6.9 million in unrecognized tax benefits related to the SEUSA acquisition caused by SEUSA's settlement of federal and state tax audits for all years for which unrecognized tax benefits had been accrued, net of a $2.0 million increase in unrecognized tax benefits assumed in connection with the HCR ManorCare acquisition. At December 31, 2012 and 2011, the entire $2.0 million balance in unrecognized tax benefits was related to HCP's acquisition of HCR ManorCare.

        A reconciliation of the Company's beginning and ending unrecognized tax benefits follows (in thousands):

	Amount
Balance at January 1, 2010	$	7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011		1,977
Reductions based on prior years' tax positions		—
Additions based on 2012 tax positions		—
Balance at December 31, 2012	$	1,977

        The Company anticipates that the balance in unrecognized tax benefits will decrease over the next 12 months by approximately $891,000 due to a lapse in the statute of limitations.

        For the year ended December 31, 2012, the Company recorded an insignificant increase to interest expense associated with the unrecognized tax benefits. Due to the reversal of the remaining balance of the SEUSA unrecognized tax benefits during 2011, the related $1.3 million of interest expense was also reversed. During the years ended December 31, 2011 and 2010, the Company recorded net reductions to interest expense of $1.1 million and net increases to interest expense of $0.2 million, respectively, associated with the unrecognized tax benefits.

        The Company has agreements with the sellers of SEUSA and HCR ManorCare whereby any increases in taxes and associated interest and penalties related to years prior to each of these acquisitions will be the responsibility of the sellers. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the sellers.

        There would be no effect on the Company's tax rate if the unrecognized tax benefits were to be recognized.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(19) Earnings Per Common Share

        The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

	Year Ended December 31,
	2012			2011			2010
Numerator
Income from continuing operations	$	812,884		$	547,338		$	315,346
Noncontrolling interests' share in continuing operations		(12,411	)		(15,484	)		(13,563	)
Income from continuing operations applicable to HCP, Inc.		800,473			531,854			301,783
Preferred stock dividends		(17,006	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(3,245	)		(2,459	)		(2,081	)
Income from continuing operations applicable to common shares		780,222			508,265			278,572
Discontinued operations		33,958			7,156			29,049
Noncontrolling interests' share in discontinued operations		(1,891	)		(119	)		(123	)
Net income applicable to common shares	$	812,289		$	515,302		$	307,498
Denominator
Basic weighted average common shares		427,047			398,446			305,574
Dilutive potential common shares		1,269			1,772			1,326
Diluted weighted average common shares		428,316			400,218			306,900
Basic earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.10
Net income applicable to common stockholders	$	1.90		$	1.29		$	1.01
Diluted earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.09
Net income applicable to common shares	$	1.90		$	1.29		$	1.00

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which require the use of the two-class method when computing basic and diluted earnings per share.

        Options to purchase approximately 0.6 million, 1.1 million and 1.9 million shares of common stock that had an exercise price in excess of the average market price of the common stock during the years ended December 31, 2012, 2011 and 2010, respectively, were not included because they are anti-dilutive. Additionally, six million shares issuable upon conversion of four million DownREIT units during the years ended December 31, 2012, 2011 and 2010 were not included because they are anti-dilutive.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(20) Supplemental Cash Flow Information

	Year Ended December 31,
	2012		2011			2010
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	389,753	$	348,455		$	282,750
Income taxes paid		1,790		1,710			1,765
Capitalized interest		23,360		26,402			21,664
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—		—			21,519
Accrued construction costs		14,157		11,525			3,558
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		—		1,990,406			—
Supplemental schedule of non-cash financing activities:
Restricted stock issued		—		—			224
Vesting of restricted stock units		707		228			276
Cancellation of restricted stock		8		35			52
Conversion of non-managing member units into common stock		24,988		3,456			6,135
Noncontrolling interests issued in connection with acquisitions		42,734		1,500			9,267
Mortgages included in the consolidation of HCP Ventures II		—		635,182			—
Mortgages and other liabilities assumed with real estate acquisitions		60,597		57,869			30,299
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		4,649		(9,763	)		(59	)

        See additional information regarding supplemental non-cash financing activities related to of the HCR ManorCare Acquisition in Notes 3 and 7, the HCP Ventures II purchase in Note 8 and preferred stock redemption in Note 13.

(21) Variable Interest Entities

Unconsolidated Variable Interest Entities

        At December 31, 2012, the Company leased 48 properties to a total of seven VIE tenants and had an additional investment in a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of these VIEs. The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2012 (in thousands):

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	297,497	Lease intangibles, net and straight-line rent receivables	$	15,061
VIE tenants—DFLs		1,121,708	Net investment in DFLs		598,819
Loan—senior secured		30,652	Loans receivable, net		30,652

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount. See Note 12 for additional information on the VIE tenants.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        As of December 31, 2012, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

        The Company holds an interest-only, senior secured term loan made to a borrower (Delphis Operations, L.P.) that has been identified as a VIE (see Note 7 for additional information on the Delphis loan). The Company does not consolidate the VIE because it does not have the ability to control the activities that most significantly impact the VIE's economic performance. The loan is collateralized by all of the assets of the borrower (comprised primarily of interests in partnerships that operate surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC) and is supported in part by limited guarantees made by certain former and current principals of the borrower. Recourse under certain of these guarantees is limited to the guarantors' respective ownership interests in certain entities owning real estate that are pledged to secure such guarantees.

Consolidated Variable Interest Entities

        In September 2011, the Company formed a partnership in which it has a 90% ownership interest and a leasing relationship with an entity that operates 21 properties in a RIDEA structure ("RIDEA Entity"). The Company consolidated this entity as a result of the rights it acquired through the joint venture agreement with Brookdale (see Note 12 for additional information on the RIDEA structure). In the fourth quarter of 2012, upon the occurrence of a reconsideration event, it was determined that this RIDEA Entity is a VIE and that the Company is the primary beneficiary; therefore, the Company continues to consolidate this entity. The assets and liabilities of this RIDEA Entity substantially consist of cash and cash equivalents, accounts receivables, and accounts payable and accrued liabilities generated from its operating activities. The assets generated by the operating activities of the RIDEA Entity may be used to settle its contractual obligations, which include lease obligations to the Company. The Company is entitled to its ownership share of the RIDEA Entity's assets; however, it does not guarantee its liabilities (or contractual obligations) and is not liable to its general creditors.

        During 2010, the Company had leasing relationships with a total of four VIE tenants, related to 27 properties, whose operations were not consolidated by the Company prior to August 31, 2010 because it did not have the ability to control the activities (i.e., recurring operating activities) that most significantly impact the VIEs' economic performance. On August 31, 2010, the Company entered into a settlement agreement with Sunrise, whereby it determined that it had acquired the ability to control the activities that most significantly impact the VIEs' economic performance. As a result, the Company consolidated the four VIEs for the period from August 31, 2010 (the date of the settlement agreement with Sunrise) to November 1, 2010 (the date these 27 properties were transitioned and leased to Emeritus). See Note 12 for additional information regarding the VIE tenants.

        See Notes 7 and 12 for additional description of the nature, purpose and activities of the Company's VIEs and interests therein.

(22) Fair Value Measurements

        The following table illustrates the Company's financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets. Recognized gains and losses are recorded in other income, net on the Company's consolidated statements of income. During the year ended December 31, 2012, there were no transfers of financial assets or liabilities between levels within the fair value hierarchy.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

        The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2012 are as follows (in thousands):

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	24,829		$	24,829	$	—		$	—
Interest-rate swap asset(1)		89			—		89			—
Interest-rate swap liabilities(1)		(12,699	)		—		(12,699	)		—
Currency swap liabilities(1)		(2,641	)		—		(2,641	)		—
Warrants(1)		670			—		—			670
	$	10,248		$	24,829	$	(15,251	)	$	670

(1)

Interest rate and currency swaps as well as common stock warrant fair values are determined based on observable and unobservable market assumptions utilizing standardized derivative pricing models.

(23) Disclosures About Fair Value of Financial Instruments

        The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value because of the short-term maturities of these instruments. The fair values of loans receivable, bank line of credit, term loan, mortgage debt and other debt are based on rates currently prevailing for similar instruments with similar maturities. The fair values of the marketable debt securities, interest-rate and currency swap contracts as well as common stock warrants were determined based on observable and unobservable market assumptions using standardized pricing models. The fair values of the senior unsecured notes and marketable equity securities are determined utilizing market quotes.

        The table below summarizes the carrying amounts and fair values of the Company's financial instruments:

	December 31,
	2012				2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net(2)	$	276,030	$	279,850	$	110,253	$	111,073
Marketable debt securities(3)		222,809		234,137		—		—
Marketable equity securities(1)		24,829		24,829		17,053		17,053
Warrants(3)		670		670		1,334		1,334
Bank line of credit(2)		—		—		454,000		454,000
Term loan(2)		222,694		222,694		—		—
Senior unsecured notes(1)		6,712,624		7,432,012		5,416,063		5,819,304
Mortgage debt(2)		1,676,544		1,771,155		1,764,571		1,870,070
Other debt(2)		81,958		81,958		87,985		87,985
Interest-rate swap asset(2)		89		89		—		—
Interest-rate swap liability(2)		12,699		12,699		12,123		12,123
Currency swap liabilities(2)		2,641		2,641		—		—

(1)

Level 1: Fair value calculated based on quoted prices in active markets.

(2)

Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing model-derived valuations in which significant inputs or value drivers are observable in active markets.

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(3)

Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models.

(24) Derivative Financial Instruments

        The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered	Maturity Date	Hedge Designation	Fixed Rate/Buy Amount			Floating/Exchange Rate Index	Notional/Sell Amount		Fair Value(1)
July 2005(2)	July 2020	Cash Flow		3.82	%	BMA Swap Index	$	45,600	$	(8,666	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,000		(3,878	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		13,700		(155	)
July 2012(4)	June 2016	Cash Flow		1.81	%	1 Month GBP LIBOR+1.20%		£137,000		89
July 2012(5)	June 2016	Cash Flow	$	79,600		Buy USD/Sell GBP		£  50,700		(2,641	)

(1)

Interest-rate and foreign currency swap assets are recorded in other assets, net and interest-rate and foreign currency swap liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2)

Represents three interest-rate swap contracts with an aggregate notional amount of $45.6 million which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

(3)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

Hedges fluctuations in interest payments on variable-rate secured and unsecured debt due to fluctuations in the underlying benchmark interest rate.

(5)

Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to a portion of the Company's forecasted interest receipts on GBP denominated senior unsecured notes. Represents seven foreign exchange contracts to sell £7.2 million at a rate of $1.5695 on various dates between June 2013 and June 2016.

        The Company uses derivative instruments to mitigate the effects of interest rate and foreign currency fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. The Company does not use derivative instruments for speculative or trading purposes.

        The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of a derivative instrument due to adverse changes in market prices. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest and foreign currency rates related to the potential impact these changes could have on future earnings, forecasted cash flows and the fair value of recognized obligations.

        Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative contracts, but monitors the credit standing of its counterparties on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At December 31, 2012, the Company does not anticipate non-performance by the counterparties to its outstanding derivative contracts.

        During October and November 2007, the Company entered into two forward- starting interest-rate swap contracts with an aggregate notional amount of $900 million and settled the contracts during the three months ended June 30, 2008. The settlement value, less the ineffective portion of the hedging relationships, was recorded to accumulated other comprehensive income to be reclassified into interest expense over the forecasted term of the underlying unsecured fixed-rate debt. The interest-rate swap contracts were designated in qualifying, cash flow hedging relationships, to hedge the Company's

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HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

exposure to fluctuations in the benchmark interest rate component of interest payments on forecasted, unsecured, fixed-rate debt that were expected to be issued in 2012 and 2013. During 2010, the Company revised its estimated issuance date for the underlying unsecured, fixed-rate debt. As a result, the Company recognized a $1.0 million charge in other income, net, during the year ended December 31, 2010, related to the interest payments that were no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that was designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. At March 31, 2011 the Company determined, based on the anticipated closing of the HCR ManorCare Acquisition during April 2011, that the underlying hedged transactions (underlying mortgage debt interest receipts) were not probable of occurring. As a result, the Company reclassified $1 million of unrealized gains related to this interest-rate swap contract into other income, net. Concurrent with closing the HCR ManorCare Acquisition (for additional details see Note 3), the Company settled the interest-rate swap contract for proceeds of $1 million.

        On July 27, 2012, the Company entered into a foreign currency swap contracts to hedge the foreign currency exchange risk related to a portion of the forecasted interest receipts from its GBP denominated senior unsecured notes (see additional discussion of the Four Seasons Health Care Senior Unsecured Notes in Note 10). The cash flow hedge has a fixed USD/GBP exchange rate of 1.5695 (buy $11.4 million and sell £7.2 million semi-annually) for a portion of its forecasted semi-annual cash receipts denominated in GBP. The foreign currency swap contracts mature through June 2016 (the end of the non-call period of the senior unsecured notes). The fair value of the contracts at December 31, 2012 was a liability of $2.6 million and is included in accounts payable and accrued liabilities. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        On July 27, 2012, the Company entered into an interest-rate swap contract that is designated as hedging the interest payments on its GBP denominated Term Loan due to fluctuations in the underlying benchmark interest rate (see additional discussions of the Term Loan in Note 11). The cash flow hedge has a notional amount of £137 million and expires in June 2016 (the maturity of the Term Loan). The fair value of the contract at December 31, 2012 was an asset of $89,000 and is included in other assets, net. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        For the year ended December 31, 2012, the Company earned lower interest income of $209,000 and recognized additional interest expense of $3.3 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2012, the Company expects that the hedged forecasted transactions for each of the outstanding qualifying cash flow hedging relationships remain probable of occurring and as a result no gains or losses recorded to accumulated other comprehensive loss are expected to be reclassified to earnings.

        To illustrate the effect of movements in the interest rate and foreign currency markets, the Company performed a market sensitivity analysis on its outstanding hedging instruments. The Company applied various basis point spreads to the underlying interest rate curves and foreign currency exchange

F-56

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

rates of the derivative portfolio in order to determine the instruments' change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):

		Effects of Change in Interest and Foreign Currency Rates
Date Entered	Maturity Date	+50 Basis Points			-50 Basis Points			+100 Basis Points			-100 Basis Points
July 2005	July 2020	$	1,675		$	(1,578	)	$	3,301		$	(3,204	)
November 2008	October 2016		516			(468	)		1,008			961
July 2009	July 2013		33			(36	)		67			(70	)
July 2012	June 2016		3,906			(3,694	)		7,706			(7,494	)
July 2012	June 2016		(588	)		237			(1,000	)		649

(25) Transactions with Related Parties

        Mr. Klaritch, an executive vice president of the Company, was previously a senior executive and limited liability company member of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly-formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Mr. Klaritch received 113,431 non-managing member units in HCPI/Tennessee, LLC in a distribution of his interest in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). During the year ended December 31, 2012, Mr. Klaritch and his affiliates exchanged their remaining approximately 45,000 HCPI/Tennessee, LLC DownREIT units for approximately 90,000 shares of the Company's common stock.

(26) Selected Quarterly Financial Data

        Selected quarterly information for the years ended December 31, 2012 and 2011 is as follows (in thousands, except per share amounts). Results of operations for properties sold or to be sold have been classified as discontinued operations for all periods presented:

	Three Months Ended During 2012
	March 31		June 30			September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	455,827	$	461,251		$	475,157	$	508,487
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		179,808		190,016			183,897		203,072
Total discontinued operations		2,371		(597	)		1,153		31,031
Net income		196,564		204,975			199,043		246,260
Net income applicable to HCP, Inc.		193,380		202,024			196,108		241,028
Dividends paid per common share		0.50		0.50			0.50		0.50
Basic earnings per common share		0.43		0.48			0.46		0.54
Diluted earnings per common share		0.43		0.48			0.45		0.53

F-57

HCP, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Three Months Ended During 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	327,960	$	484,941	$	440,914	$	458,281
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		71,602		217,897		157,464		54,875
Total discontinued operations		1,621		1,653		962		2,920
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

        The above selected quarterly financial data includes the following significant transactions:

•

On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio. The impact of the Company's consolidation of HCP Ventures II is included in the results beginning in the quarter ended March 31, 2011.

•

On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare. The impact of the HCR ManorCare Acquisition is included in the results beginning in the quarter ended June 30, 2011.

•

On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay. The impact of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale is included in the results beginning in the quarter ended September 30, 2011.

•

On November 9, 2011, the Company entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. The Company paid $125 million to Ventas and incurred a charge during the quarter ended December 31, 2011 for such amount.

•

The Company redeemed all outstanding preferred stock during the quarter ended March 31, 2012.

•

The Company completed the acquisition of the 129 senior housing portfolio during the quarter ended December 31, 2012.

F-58

HCP, Inc.

Schedule II: Valuation and Qualifying Accounts

December 31, 2012


(In thousands)

Allowance Accounts(1)			Additions				Deductions
Year Ended December 31,	Balance at Beginning of Year		Amounts Charged Against Operations, net		Acquired Properties		Uncollectible Accounts Written-off			Disposed Properties			Balance at End of Year
2012	$	49,209	$	3,724	$	—	$	(960	)	$	(3,374	)	$	48,599
2011		43,740		13,316		2		(4,673	)		(3,176	)		49,209
2010		129,505		8,519		—		(93,858	)		(426	)		43,740

(1)

Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses.

F-59

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
Senior housing
1107	Huntsville	AL	$	—	$	307	$	5,813	$	—	$	307	$	5,453	$	5,760	$	(852	)		2006		40
1154	Little Rock	AR		—		1,922		14,140		445		2,046		13,967		16,013		(2,203	)		2006		39
0786	Douglas	AZ		—		110		703		—		110		703		813		(265	)		2005		35
2087	Prescott	AZ		—		1,803		8,134		—		1,803		8,134		9,937		(51	)		2012		45
1974	Sun City	AZ		33,024		2,640		33,223		236		2,640		33,458		36,098		(2,563	)		2011		30
0518	Tucson	AZ		31,983		2,350		24,037		—		2,350		24,037		26,387		(7,411	)		2002		30
1238	Beverly Hills	CA		—		9,872		32,590		2,123		9,872		33,988		43,860		(5,442	)		2006		40
1149	Camarillo	CA		—		5,798		19,427		575		5,822		19,202		25,024		(2,927	)		2006		40
1006	Carlsbad	CA		—		7,897		14,255		363		7,897		13,827		21,724		(2,169	)		2006		40
0883	Carmichael	CA		—		4,270		13,846		—		4,270		13,236		17,506		(2,013	)		2006		40
0851	Citrus Heights	CA		—		1,180		8,367		—		1,180		8,037		9,217		(1,762	)		2006		29
2092	Clearlake	CA		—		354		4,799		—		354		4,799		5,153		(25	)		2012		45
0790	Concord	CA		25,000		6,010		39,601		—		6,010		38,301		44,311		(7,085	)		2005		40
2181	Corona	CA		2		2,719		10,051		—		2,719		10,051		12,770		(27	)		2012		45
0787	Dana Point	CA		—		1,960		15,946		—		1,960		15,466		17,426		(2,867	)		2005		39
1152	Elk Grove	CA		—		2,235		6,339		262		2,235		6,448		8,683		(973	)		2006		40
0798	Escondido	CA		14,340		5,090		24,253		—		5,090		23,353		28,443		(4,330	)		2005		40
2054	Fortuna	CA		—		1,248		2,865		—		1,248		2,865		4,113		(18	)		2012		50
2079	Fortuna	CA		—		1,346		11,856		—		1,346		11,856		13,202		(57	)		2012		45
0791	Fremont	CA		9,059		2,360		11,672		—		2,360		11,192		13,552		(2,075	)		2005		40
1965	Fresno	CA		22,909		1,730		31,918		1,424		1,730		33,342		35,072		(2,402	)		2011		30
0788	Granada Hills	CA		—		2,200		18,257		—		2,200		17,637		19,837		(3,270	)		2005		39
1156	Hemet	CA		—		1,270		5,966		214		1,271		5,933		7,204		(906	)		2006		40
0856	Irvine	CA		—		8,220		14,104		—		8,220		13,564		21,784		(1,934	)		2006		45
0227	Lodi	CA		8,880		732		5,453		—		732		5,453		6,185		(2,228	)		1997		35
0226	Murietta	CA		5,967		435		5,729		—		435		5,729		6,164		(2,274	)		1997		35
1165	Northridge	CA		—		6,718		26,309		549		6,752		26,015		32,767		(4,001	)		2006		40
1561	Orangevale	CA		—		2,160		8,522		1,000		2,160		9,522		11,682		(1,906	)		2008		40
1168	Palm Springs	CA		—		1,005		5,183		396		1,005		5,217		6,222		(770	)		2006		40
0789	Pleasant Hill	CA		6,270		2,480		21,333		—		2,480		20,633		23,113		(3,826	)		2005		40
1166	Rancho Mirage	CA		—		1,798		24,053		475		1,812		23,600		25,412		(3,628	)		2006		40
2065	Roseville	CA		—		692		21,662		—		692		21,662		22,354		(94	)		2012		45
1008	San Diego	CA		—		6,384		32,072		222		6,384		31,191		37,575		(4,901	)		2006		40
1007	San Dimas	CA		—		5,628		31,374		208		5,630		30,786		36,416		(4,835	)		2006		40
1009	San Juan Capistrano	CA		—		5,983		9,614		189		5,983		9,516		15,499		(1,507	)		2006		40
1167	Santa Rosa	CA		—		3,582		21,113		665		3,627		20,964		24,591		(3,196	)		2006		40
0793	South San Francisco	CA		10,449		3,000		16,586		—		3,000		16,056		19,056		(2,970	)		2005		40
1966	Sun City	CA		17,343		2,650		22,709		857		2,650		23,567		26,217		(1,938	)		2011		30
0792	Ventura	CA		9,873		2,030		17,379		—		2,030		16,749		18,779		(3,106	)		2005		40
1155	Yorba Linda	CA		—		4,968		19,290		308		5,030		18,740		23,770		(2,896	)		2006		40
2055	Yreka	CA		—		565		9,184		—		565		9,184		9,749		(49	)		2012		45
1232	Colorado Springs	CO		—		1,910		24,479		400		1,910		23,915		25,825		(3,689	)		2006		40
0512	Denver	CO		49,164		2,810		36,021		1,885		2,810		37,906		40,716		(11,177	)		2002		30
1233	Denver	CO		—		2,511		30,641		342		2,528		30,163		32,691		(4,696	)		2006		40
2146	Denver	CO		—		875		5,693		—		875		5,693		6,568		(33	)		2012		45
1000	Greenwood Village	CO		—		3,367		43,610		—		3,367		42,814		46,181		(6,037	)		2006		40
1234	Lakewood	CO		—		3,012		31,913		321		3,012		31,437		34,449		(4,870	)		2006		40
2091	Montrose	CO		—		1,378		23,924		—		1,378		23,924		25,302		(105	)		2012		50
2085	Glastonbury	CT		—		3,743		9,766		—		3,743		9,766		13,509		(55	)		2012		45
2144	Glastonbury	CT		—		2,258		15,446		—		2,258		15,446		17,704		(78	)		2012		45
0730	Torrington	CT		12,460		166		11,001		—		166		10,591		10,757		(2,030	)		2005		40
1010	Woodbridge	CT		—		2,352		9,929		224		2,363		9,680		12,043		(1,540	)		2006		40
0538	Altamonte Springs	FL		—		1,530		7,956		—		1,530		7,136		8,666		(1,783	)		2002		40
0861	Apopka	FL		5,816		920		4,816		—		920		4,716		5,636		(842	)		2006		35
0852	Boca Raton	FL		—		4,730		17,532		2,605		4,730		19,727		24,457		(3,982	)		2006		30
1001	Boca Raton	FL		11,523		2,415		17,923		—		2,415		17,561		19,976		(2,476	)		2006		40
0544	Boynton Beach	FL		7,950		1,270		4,773		—		1,270		4,773		6,043		(1,173	)		2003		40
1963	Boynton Beach	FL		34,037		2,550		31,521		37		2,550		31,558		34,108		(2,444	)		2011		30
1964	Boynton Beach	FL		4,765		570		5,649		359		570		6,008		6,578		(591	)		2011		30
0539	Clearwater	FL		—		2,250		2,627		—		2,250		2,627		4,877		(656	)		2002		40
0746	Clearwater	FL		17,557		3,856		12,176		—		3,856		11,321		15,177		(3,079	)		2005		40
0862	Clermont	FL		8,236		440		6,518		—		440		6,418		6,858		(1,146	)		2006		35
1002	Coconut Creek	FL		13,779		2,461		16,006		—		2,461		15,620		18,081		(2,203	)		2006		40
0492	Delray Beach	FL		11,316		850		6,637		—		850		6,637		7,487		(1,459	)		2002		43
0850	Gainesville	FL		15,941		1,020		13,490		—		1,020		13,090		14,110		(2,154	)		2006		40

F-60

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1095	Gainesville	FL		—		1,221		12,226		—		1,221		12,001		13,222		(1,875	)		2006		40
0490	Jacksonville	FL		43,756		3,250		25,936		1,539		3,250		27,475		30,725		(7,966	)		2002		35
1096	Jacksonville	FL		—		1,587		15,616		—		1,587		15,298		16,885		(2,390	)		2006		40
0855	Lantana	FL		—		3,520		26,452		—		3,520		25,652		29,172		(5,487	)		2006		30
1968	Largo	FL		59,700		2,920		64,989		840		2,920		65,829		68,749		(5,108	)		2011		30
0731	Ocoee	FL		16,331		2,096		9,322		—		2,096		8,801		10,897		(1,687	)		2005		40
0859	Oviedo	FL		8,491		670		8,071		—		670		7,971		8,641		(1,423	)		2006		35
1970	Palm Beach Gardens	FL		32,875		4,820		26,572		5,471		4,820		32,043		36,863		(2,283	)		2011		30
1017	Palm Harbor	FL		—		1,462		16,774		500		1,462		16,888		18,350		(2,669	)		2006		40
0190	Pinellas Park	FL		3,927		480		3,911		—		480		3,911		4,391		(1,872	)		1996		35
0732	Port Orange	FL		15,242		2,340		9,898		—		2,340		9,377		11,717		(1,797	)		2005		40
1971	Sarasota	FL		27,525		3,050		29,516		393		3,050		29,908		32,958		(2,256	)		2011		30
0802	St. Augustine	FL		14,626		830		11,627		—		830		11,227		12,057		(2,352	)		2005		35
0692	Sun City Center	FL		9,746		510		6,120		—		510		5,865		6,375		(1,424	)		2004		35
0698	Sun City Center	FL		—		3,466		70,810		—		3,466		69,750		73,216		(16,891	)		2004		34
1097	Tallahassee	FL		—		1,331		19,039		—		1,331		18,695		20,026		(2,921	)		2006		40
0224	Tampa	FL		—		600		5,566		686		696		6,155		6,851		(1,910	)		1997		45
0849	Tampa	FL		12,036		800		11,340		—		800		10,940		11,740		(1,800	)		2006		40
1257	Vero Beach	FL		—		2,035		34,993		201		2,035		33,634		35,669		(5,252	)		2006		40
1605	Vero Beach	FL		—		700		16,234		—		700		16,234		16,934		(1,185	)		2010		35
1976	West Palm Beach	FL		—		390		2,241		73		390		2,315		2,705		(206	)		2011		30
1098	Alpharetta	GA		—		793		8,761		342		793		8,817		9,610		(1,387	)		2006		40
1099	Atlanta	GA		—		687		5,507		370		687		5,477		6,164		(869	)		2006		40
1169	Atlanta	GA		—		2,665		5,911		455		2,669		6,092		8,761		(894	)		2006		40
2108	Buford	GA		—		706		3,460		—		706		3,460		4,166		(20	)		2012		45
2109	Buford	GA		—		1,217		2,461		—		1,217		2,461		3,678		(16	)		2012		45
2123	Buford	GA		—		1,987		6,561		—		1,987		6,561		8,548		(38	)		2012		45
2053	Canton	GA		—		613		17,676		—		613		17,676		18,289		(72	)		2012		50
2155	Commerce	GA		—		537		8,428		—		537		8,428		8,965		(43	)		2012		45
2165	Hartwell	GA		—		212		6,493		—		212		6,493		6,705		(30	)		2012		45
2066	Lawrenceville	GA		—		774		2,476		—		774		2,476		3,250		(19	)		2012		45
1241	Lilburn	GA		—		907		17,340		7		907		16,791		17,698		(2,625	)		2006		40
2167	Lithia Springs	GA		—		1,031		6,954		—		1,031		6,954		7,985		(40	)		2012		40
2105	Macon	GA		—		547		11,157		—		547		11,157		11,704		(47	)		2012		45
1112	Marietta	GA		—		894		6,944		440		904		7,108		8,012		(1,118	)		2006		40
2156	Marietta	GA		—		987		4,818		—		987		4,818		5,805		(28	)		2012		45
2086	Newnan	GA		—		1,424		4,005		—		1,424		4,005		5,429		(29	)		2012		45
2147	Stone Mountain	GA		—		400		3,046		—		400		3,046		3,446		(17	)		2012		45
2118	Woodstock	GA		—		764		7,334		—		764		7,334		8,098		(36	)		2012		45
2157	Woodstock	GA		—		1,926		12,757		—		1,926		12,757		14,683		(62	)		2012		45
1088	Davenport	IA		—		511		8,039		—		511		7,868		8,379		(1,229	)		2006		40
1093	Marion	IA		—		502		6,865		—		502		6,713		7,215		(1,049	)		2006		40
2166	Sioux City	IA		—		197		8,078		—		197		8,078		8,275		(43	)		2012		45
1091	Bloomington	IL		—		798		13,091		—		798		12,832		13,630		(2,005	)		2006		40
1587	Burr Ridge	IL		—		2,640		23,902		912		2,704		24,749		27,453		(2,934	)		2010		25
1089	Champaign	IL		—		101		4,207		1,592		279		5,463		5,742		(710	)		2006		40
1157	Hoffman Estates	IL		—		1,701		12,037		244		1,704		11,695		13,399		(1,826	)		2006		40
1090	Macomb	IL		—		81		6,062		—		81		5,905		5,986		(923	)		2006		40
1143	Mt. Vernon	IL		—		296		15,935		3,562		512		18,949		19,461		(2,654	)		2006		40
1969	Niles	IL		31,508		3,790		32,912		926		3,790		33,838		37,628		(2,668	)		2011		30
1005	Oak Park	IL		25,989		3,476		35,259		—		3,476		34,713		38,189		(4,895	)		2006		40
1961	Olympia Fields	IL		35,605		4,120		29,400		410		4,120		29,810		33,930		(2,328	)		2011		30
1162	Orland Park	IL		—		2,623		23,154		224		2,623		22,748		25,371		(3,529	)		2006		40
1092	Peoria	IL		—		404		10,050		—		404		9,840		10,244		(1,538	)		2006		40
1588	Prospect Heights	IL		—		2,680		20,299		953		2,725		21,208		23,933		(2,576	)		2010		25
1952	Vernon Hills	IL		52,252		4,900		45,854		336		4,900		46,190		51,090		(3,492	)		2011		30
1237	Wilmette	IL		—		1,100		9,373		—		1,100		9,149		10,249		(1,430	)		2006		40
0379	Evansville	IN		—		500		9,302		—		500		7,762		8,262		(2,256	)		1999		45
1144	Indianapolis	IN		—		1,197		7,718		—		1,197		7,486		8,683		(1,170	)		2006		40
1145	Indianapolis	IN		—		1,144		8,261		7,371		1,144		15,399		16,543		(1,997	)		2006		40
0457	Jasper	IN		—		165		5,952		359		165		6,311		6,476		(2,081	)		2001		35
2047	Kokomo	IN		—		296		3,245		—		296		3,245		3,541		(93	)		2012		30
1146	West Lafayette	IN		—		813		10,876		—		813		10,626		11,439		(1,660	)		2006		40
1170	Edgewood	KY		—		1,868		4,934		339		1,916		4,796		6,712		(713	)		2006		40
0697	Lexington	KY		8,010		2,093		16,917		—		2,093		16,299		18,392		(4,615	)		2004		30
1105	Louisville	KY		—		1,499		26,252		240		1,513		25,868		27,381		(4,061	)		2006		40

F-61

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
2115	Murray	KY		—		480		7,208		—		480		7,208		7,688		(40	)		2012		45
2135	Paducah	KY		—		621		16,768		—		621		16,768		17,389		(68	)		2012		50
1013	Danvers	MA		—		4,616		30,692		243		4,621		30,344		34,965		(4,772	)		2006		40
1151	Dartmouth	MA		—		3,145		6,880		516		3,176		7,117		10,293		(1,049	)		2006		40
1012	Dedham	MA		—		3,930		21,340		267		3,930		21,032		24,962		(3,297	)		2006		40
1158	Plymouth	MA		—		2,434		9,027		441		2,438		8,987		11,425		(1,348	)		2006		40
1153	Baltimore	MD		—		1,684		18,889		380		1,695		18,835		20,530		(2,895	)		2006		40
1249	Frederick	MD		—		609		9,158		89		609		9,003		9,612		(1,415	)		2006		40
1011	Pikesville	MD		—		1,416		8,854		288		1,416		8,681		10,097		(1,404	)		2006		40
0281	Westminster	MD		15,295		768		5,251		—		768		4,853		5,621		(1,444	)		1998		45
0546	Cape Elizabeth	ME		—		630		3,524		93		630		3,617		4,247		(885	)		2003		40
0545	Saco	ME		—		80		2,363		155		80		2,518		2,598		(612	)		2003		40
1258	Auburn Hills	MI		—		2,281		10,692		—		2,281		10,692		12,973		(1,671	)		2006		40
1248	Farmington Hills	MI		—		1,013		12,119		294		1,013		12,070		13,083		(1,910	)		2006		40
0696	Holland	MI		41,447		787		51,410		—		787		50,172		50,959		(14,243	)		2004		29
1094	Portage	MI		—		100		5,700		4,617		100		9,950		10,050		(1,408	)		2006		40
0472	Sterling Heights	MI		—		920		7,326		—		920		7,326		8,246		(2,372	)		2001		35
1259	Sterling Heights	MI		—		1,593		11,500		—		1,593		11,181		12,774		(1,747	)		2006		40
2143	Champlin	MN		—		1,576		26,725		—		1,576		26,725		28,301		(111	)		2012		50
1235	Des Peres	MO		—		4,361		20,664		—		4,361		20,046		24,407		(3,132	)		2006		40
1236	Richmond Heights	MO		—		1,744		24,232		—		1,744		23,548		25,292		(3,679	)		2006		40
0853	St. Louis	MO		—		2,500		20,343		—		2,500		19,853		22,353		(4,357	)		2006		30
2081	St. Peters	MO		—		1,377		31,508		—		1,377		31,508		32,885		(154	)		2012		45
2074	Oxford	MS		—		2,003		14,140		—		2,003		14,140		16,143		(65	)		2012		45
0842	Great Falls	MT		—		500		5,683		—		500		5,423		5,923		(926	)		2006		40
2163	Great Falls	MT		—		252		9,908		—		252		9,908		10,160		(44	)		2012		45
0878	Charlotte	NC		—		710		9,559		—		710		9,159		9,869		(1,393	)		2006		40
1584	Charlotte	NC		—		2,052		6,529		—		2,052		6,529		8,581		(637	)		2010		40
1119	Concord	NC		—		601		7,615		166		612		7,546		8,158		(1,195	)		2006		40
2126	Mooresville	NC		—		1,866		38,289		—		1,866		38,289		40,155		(151	)		2012		50
1254	Raleigh	NC		—		1,191		11,532		54		1,191		11,300		12,491		(1,774	)		2006		40
2127	Minot	ND		—		685		16,047		—		685		16,047		16,732		(74	)		2012		45
2080	Kearney	NE		—		463		22,977		—		463		22,977		23,440		(103	)		2012		45
2169	Lexington	NE		—		474		8,405		—		474		8,405		8,879		(52	)		2012		40
2168	Mc Cook	NE		—		1,024		13,789		—		1,024		13,789		14,813		(85	)		2012		40
2129	Seward	NE		—		792		18,276		—		792		18,276		19,068		(97	)		2012		40
2119	Wayne	NE		—		675		14,283		—		675		14,283		14,958		(69	)		2012		45
1599	Cherry Hill	NJ		—		2,420		11,042		1,000		2,420		12,042		14,462		(1,399	)		2010		25
1239	Cresskill	NJ		—		4,684		53,927		43		4,684		52,984		57,668		(8,280	)		2006		40
0734	Hillsborough	NJ		15,778		1,042		10,042		—		1,042		9,576		10,618		(1,835	)		2005		40
1242	Madison	NJ		—		3,157		19,909		35		3,157		19,358		22,515		(3,028	)		2006		40
0733	Manahawkin	NJ		13,766		921		9,927		—		921		9,461		10,382		(1,813	)		2005		40
1014	Paramus	NJ		—		4,280		31,684		207		4,280		31,191		35,471		(4,899	)		2006		40
1231	Saddle River	NJ		—		1,784		15,625		164		1,784		15,345		17,129		(2,399	)		2006		40
0245	Voorhees Township	NJ		8,541		900		7,629		—		900		7,629		8,529		(2,299	)		1998		45
0213	Albuquerque	NM		—		767		9,324		—		767		8,825		9,592		(3,059	)		1996		45
2120	Albuquerque	NM		—		2,129		8,144		—		2,129		8,144		10,273		(43	)		2012		45
2161	Rio Rancho	NM		—		1,154		13,726		—		1,154		13,726		14,880		(74	)		2012		40
2121	Roswell	NM		—		1,265		6,391		—		1,265		6,391		7,656		(42	)		2012		45
2150	Roswell	NM		—		1,148		8,303		—		1,148		8,303		9,451		(53	)		2012		45
0796	Las Vegas	NV		—		1,960		5,816		—		1,960		5,426		7,386		(1,006	)		2005		40
2110	Las Vegas	NV		—		667		14,469		—		667		14,469		15,136		(79	)		2012		45
1252	Brooklyn	NY		—		8,117		23,627		532		8,117		23,582		31,699		(3,797	)		2006		40
1256	Brooklyn	NY		—		5,215		39,052		82		5,215		38,283		43,498		(5,991	)		2006		40
2177	Clifton Park	NY		—		2,257		11,470		—		2,257		11,470		13,727		(55	)		2012		50
2176	Greece	NY		—		666		9,569		—		666		9,569		10,235		(49	)		2012		45
2178	Greece	NY		—		601		7,362		—		601		7,362		7,963		(38	)		2012		45
2174	Orchard Park	NY		—		726		17,735		—		726		17,735		18,461		(95	)		2012		45
2175	Orchard Park	NY		—		478		11,961		—		478		11,961		12,439		(59	)		2012		45
0473	Cincinnati	OH		—		600		4,428		—		600		4,428		5,028		(1,434	)		2001		35
0841	Columbus	OH		6,480		970		7,806		1,023		970		8,438		9,408		(1,395	)		2006		40
0857	Fairborn	OH		6,651		810		8,311		—		810		8,011		8,821		(1,468	)		2006		36
1147	Fairborn	OH		—		298		10,704		3,068		298		13,541		13,839		(1,980	)		2006		40
1386	Marietta	OH		—		1,069		11,435		—		1,069		11,230		12,299		(1,545	)		2007		40
1253	Poland	OH		—		695		10,444		7		695		10,113		10,808		(1,582	)		2006		40
1159	Willoughby	OH		—		1,177		9,982		295		1,194		9,855		11,049		(1,505	)		2006		40

F-62

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
2158	Broken Arrow	OK		—		1,115		18,852		—		1,115		18,852		19,967		(82	)		2012		45
2122	Muskogee	OK		—		412		2,815		—		412		2,815		3,227		(19	)		2012		45
1171	Oklahoma City	OK		—		801		4,904		265		811		4,776		5,587		(718	)		2006		40
2082	Oklahoma City	OK		—		1,696		3,591		—		1,696		3,591		5,287		(23	)		2012		45
2083	Oklahoma City	OK		—		2,116		28,007		—		2,116		28,007		30,123		(125	)		2012		45
2070	Tahlequah	OK		—		256		5,648		—		256		5,648		5,904		(29	)		2012		45
1160	Tulsa	OK		—		1,115		11,028		282		1,129		10,607		11,736		(1,624	)		2006		40
2130	Ashland	OR		—		—		19,303		—		—		19,303		19,303		(90	)		2012		45
2103	Eagle Point	OR		—		609		12,117		—		609		12,117		12,726		(55	)		2012		45
2098	Eugene	OR		—		1,082		18,858		—		1,082		18,858		19,940		(76	)		2012		50
2104	Eugene	OR		—		653		13,568		—		653		13,568		14,221		(61	)		2012		45
2136	Grants Pass	OR		—		553		3,144		—		553		3,144		3,697		(19	)		2012		50
2137	Grants Pass	OR		—		1,064		16,124		—		1,064		16,124		17,188		(67	)		2012		50
2138	Grants Pass	OR		—		654		2,896		—		654		2,896		3,550		(26	)		2012		50
2145	Grants Pass	OR		—		561		13,444		—		561		13,444		14,005		(59	)		2012		45
2139	Gresham	OR		—		533		6,335		—		533		6,335		6,868		(29	)		2012		50
2140	Lebanon	OR		—		505		12,571		—		505		12,571		13,076		(58	)		2012		50
2152	McMinnville	OR		—		3,203		24,909		—		3,203		24,909		28,112		(184	)		2012		45
2159	McMinnville	OR		—		1,374		6,118		—		1,374		6,118		7,492		(38	)		2012		45
2090	Monmouth	OR		—		679		1,089		—		679		1,089		1,768		(10	)		2012		50
2106	Monmouth	OR		—		603		8,538		—		603		8,538		9,141		(43	)		2012		45
2089	Newberg	OR		—		1,889		16,855		—		1,889		16,855		18,744		(74	)		2012		50
2133	Portland	OR		—		1,615		12,030		—		1,615		12,030		13,645		(50	)		2012		50
2151	Portland	OR		—		1,890		9,256		—		1,890		9,256		11,146		(51	)		2012		45
2171	Portland	OR		—		—		16,087		—		—		16,087		16,087		(64	)		2012		50
2050	Redmond	OR		—		1,229		21,921		—		1,229		21,921		23,150		(87	)		2012		50
2084	Roseburg	OR		—		912		12,220		—		912		12,220		13,132		(62	)		2012		45
2134	Scappoose	OR		—		489		1,122		—		489		1,122		1,611		(8	)		2012		50
2153	Scappoose	OR		—		971		7,116		—		971		7,116		8,087		(41	)		2012		45
2051	Springfield	OR		—		1,124		22,515		—		1,124		22,515		23,639		(95	)		2012		50
2057	Springfield	OR		—		527		6,035		—		527		6,035		6,562		(32	)		2012		45
2056	Stayton	OR		—		130		487		—		130		487		617		(5	)		2012		45
2058	Stayton	OR		—		253		8,621		—		253		8,621		8,874		(43	)		2012		45
2088	Tualatin	OR		—		—		6,326		—		—		6,326		6,326		(42	)		2012		45
1163	Haverford	PA		—		16,461		108,816		2,628		16,461		109,832		126,293		(17,166	)		2006		40
2063	Selinsgrove	PA		—		529		9,111		—		529		9,111		9,640		(51	)		2012		45
1967	Cumberland	RI		—		2,630		19,050		171		2,630		19,221		21,851		(1,500	)		2011		30
1959	East Providence	RI		18,060		1,890		13,989		301		1,890		14,290		16,180		(1,118	)		2011		30
1960	Greenwich	RI		9,890		450		11,845		761		450		12,606		13,056		(986	)		2011		30
1972	Smithfield	RI		—		1,250		17,816		48		1,250		17,864		19,114		(1,465	)		2011		30
1973	South Kingstown	RI		—		1,390		12,551		16		1,390		12,567		13,957		(999	)		2011		30
1975	Tiverton	RI		—		3,240		25,735		35		3,240		25,770		29,010		(1,984	)		2011		30
1962	Warwick	RI		17,671		1,050		17,389		696		1,050		18,082		19,132		(1,459	)		2011		30
1104	Aiken	SC		—		357		14,832		151		363		14,471		14,834		(2,282	)		2006		40
1100	Charleston	SC		—		885		14,124		292		896		14,075		14,971		(2,216	)		2006		40
1109	Columbia	SC		—		408		7,527		131		412		7,458		7,870		(1,179	)		2006		40
2154	Florence	SC		—		379		3,928		—		379		3,928		4,307		(25	)		2012		45
0306	Georgetown	SC		—		239		3,008		—		239		3,008		3,247		(903	)		1998		45
0879	Greenville	SC		—		1,090		12,558		—		1,090		12,058		13,148		(1,834	)		2006		40
1172	Greenville	SC		—		993		16,314		437		1,006		15,838		16,844		(2,430	)		2006		40
2059	Greenville	SC		—		679		3,297		—		679		3,297		3,976		(23	)		2012		45
2099	Hilton Head Island	SC		—		1,346		5,767		—		1,346		5,767		7,113		(35	)		2012		45
2111	Hilton Head Island	SC		—		1,651		1,329		—		1,651		1,329		2,980		(12	)		2012		45
2112	Hilton Head Island	SC		—		993		1,862		—		993		1,862		2,855		(14	)		2012		45
0305	Lancaster	SC		—		84		2,982		—		84		2,982		3,066		(811	)		1998		45
0880	Myrtle Beach	SC		—		900		10,913		—		900		10,513		11,413		(1,599	)		2006		40
0312	Rock Hill	SC		—		203		2,671		—		203		2,671		2,874		(782	)		1998		45
1113	Rock Hill	SC		—		695		4,119		322		795		4,126		4,921		(697	)		2006		40
2076	Rock Hill	SC		—		919		14,741		—		919		14,741		15,660		(72	)		2012		45
2093	Rock Hill	SC		—		644		4,140		—		644		4,140		4,784		(23	)		2012		45
0313	Sumter	SC		—		196		2,623		—		196		2,623		2,819		(788	)		1998		45
2067	West Columbia	SC		—		373		2,509		—		373		2,509		2,882		(18	)		2012		45
2132	Cordova	TN		—		2,167		5,829		—		2,167		5,829		7,996		(17	)		2012		45
2060	Franklin	TN		—		1,905		27,907		—		1,905		27,907		29,812		(125	)		2012		45
2100	Hendersonville	TN		—		1,486		2,276		—		1,486		2,276		3,762		(20	)		2012		45
2073	Kingsport	TN		—		1,113		8,625		—		1,113		8,625		9,738		(43	)		2012		45

F-63

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
2071	Memphis	TN		—		978		10,124		—		978		10,124		11,102		(44	)		2012		45
1003	Nashville	TN		11,131		812		16,983		562		812		16,797		17,609		(2,289	)		2006		40
2094	Nashville	TN		—		1,106		14,774		—		1,106		14,774		15,880		(65	)		2012		45
0860	Oak Ridge	TN		8,515		500		4,741		—		500		4,641		5,141		(829	)		2006		35
0843	Abilene	TX		1,813		300		2,830		—		300		2,710		3,010		(446	)		2006		39
2107	Amarillo	TX		—		1,315		26,838		—		1,315		26,838		28,153		(118	)		2012		45
1004	Arlington	TX		14,243		2,002		19,110		—		2,002		18,729		20,731		(2,641	)		2006		40
1116	Arlington	TX		—		2,494		12,192		249		2,540		11,873		14,413		(1,875	)		2006		40
0511	Austin	TX		—		2,960		41,645		—		2,960		41,645		44,605		(12,840	)		2002		30
1589	Austin	TX		—		2,860		17,358		497		2,973		17,742		20,715		(2,287	)		2010		25
0202	Beaumont	TX		—		145		10,404		—		145		10,020		10,165		(3,547	)		1996		45
2075	Bedford	TX		—		1,204		26,845		—		1,204		26,845		28,049		(118	)		2012		45
0844	Burleson	TX		4,140		1,050		5,242		—		1,050		4,902		5,952		(807	)		2006		40
0848	Cedar Hill	TX		8,743		1,070		11,554		—		1,070		11,104		12,174		(1,827	)		2006		40
1325	Cedar Hill	TX		—		440		7,494		—		440		7,494		7,934		(1,522	)		2007		40
2164	Dallas	TX		—		2,993		8,113		—		2,993		8,113		11,106		(43	)		2012		45
0513	Fort Worth	TX		—		2,830		50,832		—		2,830		50,832		53,662		(15,673	)		2002		30
0506	Friendswood	TX		22,714		400		7,354		—		400		7,354		7,754		(1,716	)		2002		45
0217	Houston	TX		11,517		835		7,195		—		835		7,195		8,030		(2,380	)		1997		45
0491	Houston	TX		—		2,470		21,710		750		2,470		22,460		24,930		(6,936	)		2002		35
1106	Houston	TX		—		1,008		15,333		183		1,020		15,098		16,118		(2,373	)		2006		40
1111	Houston	TX		—		1,877		25,372		247		1,961		24,491		26,452		(3,853	)		2006		40
1955	Houston	TX		59,350		9,820		50,079		1,673		9,820		51,752		61,572		(4,332	)		2011		30
1956	Houston	TX		11,334		4,450		9,272		1,151		4,450		10,422		14,872		(1,897	)		2011		30
1957	Houston	TX		38,976		8,170		37,285		794		8,170		38,080		46,250		(3,034	)		2011		30
1958	Houston	TX		35,888		2,910		37,443		876		2,910		38,321		41,231		(3,074	)		2011		30
2068	Houston	TX		—		985		18,824		—		985		18,824		19,809		(84	)		2012		45
0820	Irving	TX		10,721		710		9,949		—		710		9,359		10,069		(1,872	)		2005		35
2149	Kerrville	TX		—		836		34,031		—		836		34,031		34,867		(157	)		2012		45
2124	Lubbock	TX		—		1,143		4,656		—		1,143		4,656		5,799		(28	)		2012		45
0845	North Richland Hills	TX		3,026		520		5,117		—		520		4,807		5,327		(791	)		2006		40
0846	North Richland Hills	TX		6,631		870		9,259		—		870		8,819		9,689		(1,659	)		2006		35
2113	North Richland Hills	TX		—		743		11,503		—		743		11,503		12,246		(51	)		2012		45
1102	Plano	TX		—		494		12,518		145		505		12,247		12,752		(1,925	)		2006		40
2064	Plano	TX		—		590		6,930		—		590		6,930		7,520		(36	)		2012		45
2162	Portland	TX		—		1,233		14,001		—		1,233		14,001		15,234		(72	)		2012		45
0494	San Antonio	TX		7,813		730		3,961		—		730		3,961		4,691		(946	)		2002		45
1590	San Antonio	TX		—		2,860		17,030		282		2,880		17,292		20,172		(2,236	)		2010		25
2116	Sherman	TX		—		563		3,138		—		563		3,138		3,701		(19	)		2012		45
1954	Sugar Land	TX		38,384		3,420		36,846		896		3,420		37,742		41,162		(2,904	)		2011		30
1103	The Woodlands	TX		—		802		17,358		228		869		17,071		17,940		(2,689	)		2006		40
0195	Victoria	TX		12,645		175		4,290		3,101		175		7,018		7,193		(1,848	)		1995		43
0847	Waxahachie	TX		2,079		390		3,879		—		390		3,659		4,049		(602	)		2006		40
1953	Webster	TX		36,675		4,780		30,854		793		4,780		31,646		36,426		(2,503	)		2011		30
2069	Cedar City	UT		—		437		8,706		—		437		8,706		9,143		(40	)		2012		45
1161	Salt Lake City	UT		—		2,621		22,072		287		2,654		21,371		24,025		(3,317	)		2006		40
2101	St. George	UT		—		683		9,435		—		683		9,435		10,118		(45	)		2012		45
1015	Arlington	VA		—		4,320		19,567		455		4,320		19,445		23,765		(3,102	)		2006		40
1244	Arlington	VA		—		3,833		7,076		92		3,833		6,931		10,764		(1,083	)		2006		40
1245	Arlington	VA		—		7,278		37,407		226		7,278		36,748		44,026		(5,772	)		2006		40
0881	Chesapeake	VA		—		1,090		12,444		—		1,090		11,944		13,034		(1,817	)		2006		40
1247	Falls Church	VA		—		2,228		8,887		108		2,228		8,780		11,008		(1,390	)		2006		40
1164	Fort Belvoir	VA		—		11,594		99,528		6,332		11,594		103,862		115,456		(16,653	)		2006		40
1250	Leesburg	VA		—		607		3,236		66		607		3,157		3,764		(1,869	)		2006		35
1016	Richmond	VA		—		2,110		11,469		281		2,110		11,324		13,434		(1,785	)		2006		40
1246	Sterling	VA		—		2,360		22,932		250		2,360		22,668		25,028		(3,573	)		2006		40
2077	Sterling	VA		—		1,046		15,788		—		1,046		15,788		16,834		(68	)		2012		45
0225	Woodbridge	VA		—		950		6,983		—		950		6,983		7,933		(2,211	)		1997		45
1173	Bellevue	WA		—		3,734		16,171		210		3,737		15,813		19,550		(2,447	)		2006		40
2095	College Place	WA		—		758		8,051		—		758		8,051		8,809		(43	)		2012		45
1240	Edmonds	WA		—		1,418		16,502		35		1,418		16,066		17,484		(2,514	)		2006		40
2172	Ellensburg	WA		—		1,291		5,167		—		1,291		5,167		6,458		(37	)		2012		40
2160	Kenmore	WA		—		3,284		16,641		—		3,284		16,641		19,925		(73	)		2012		45
0797	Kirkland	WA		—		1,000		13,403		—		1,000		13,043		14,043		(2,419	)		2005		40
1174	Lynnwood	WA		—		1,203		7,415		326		1,203		7,741		8,944		(1,167	)		2006		40
1251	Mercer Island	WA		—		4,209		8,123		296		4,209		8,214		12,423		(1,335	)		2006		40

F-64

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
2141	Moses Lake	WA		—		603		4,243		—		603		4,243		4,846		(31	)		2012		50
2096	Poulsbo	WA		—		3,529		16,340		—		3,529		16,340		19,869		(80	)		2012		45
2102	Richland	WA		—		375		4,941		—		375		4,941		5,316		(23	)		2012		45
0794	Shoreline	WA		9,178		1,590		10,671		—		1,590		10,261		11,851		(1,903	)		2005		40
0795	Shoreline	WA		—		4,030		26,421		—		4,030		25,651		29,681		(4,678	)		2005		39
1175	Snohomish	WA		—		1,541		10,228		195		1,541		10,164		11,705		(1,563	)		2006		40
2097	Spokane	WA		—		1,310		4,956		—		1,310		4,956		6,266		(33	)		2012		45
2061	Vancouver	WA		—		973		4,096		—		973		4,096		5,069		(25	)		2012		45
2062	Vancouver	WA		—		1,498		9,997		—		1,498		9,997		11,495		(46	)		2012		45
2052	Yakima	WA		—		557		5,897		—		557		5,897		6,454		(29	)		2012		50
2078	Yakima	WA		—		265		5,756		—		265		5,756		6,021		(25	)		2012		45
2114	Yakima	WA		—		1,187		8,406		—		1,187		8,406		9,593		(46	)		2012		45
2072	Appleton	WI		—		246		12,517		—		246		12,517		12,763		(57	)		2012		45
2170	Madison	WI		—		834		10,050		—		834		10,050		10,884		(52	)		2012		40
2117	Bridgeport	WV		—		4,008		14,603		—		4,008		14,603		18,611		(90	)		2012		45
2125	Bridgeport	WV		—		4,093		3,368		—		4,093		3,368		7,461		(32	)		2012		45
2142	Cody	WY		—		558		10,076		—		558		10,076		10,634		(40	)		2012		50
2148	Sheridan	WY		—		915		12,047		—		915		12,047		12,962		(58	)		2012		45
			$	1,294,357	$	619,716	$	5,074,654	$	87,650	$	621,354	$	5,081,517	$	5,702,871	$	(605,972	)
Life Science
1482	Brisbane	CA		—		50,989		1,789		36,920		50,989		38,708		89,697		—			2007		**
1481	Carlsbad	CA		—		30,300		—		7,705		30,300		7,705		38,005		—			2007		**
1522	Carlsbad	CA		—		23,475		—		2,792		23,475		2,792		26,267		—			2007		**
1401	Hayward	CA		—		900		7,100		913		900		8,013		8,913		(976	)		2007		40
1402	Hayward	CA		—		1,500		6,400		3,458		1,500		9,857		11,357		(1,343	)		2007		40
1403	Hayward	CA		—		1,900		7,100		263		1,900		7,363		9,263		(1,189	)		2007		40
1404	Hayward	CA		—		2,200		17,200		12		2,200		17,212		19,412		(2,331	)		2007		40
1405	Hayward	CA		—		1,000		3,200		7,478		1,000		10,678		11,678		(2,154	)		2007		40
1549	Hayward	CA		—		1,006		4,259		1,534		1,006		5,793		6,799		(1,285	)		2007		29
1550	Hayward	CA		—		677		2,761		54		677		2,814		3,491		(526	)		2007		29
1551	Hayward	CA		—		661		1,995		2,322		661		4,317		4,978		(381	)		2007		29
1552	Hayward	CA		—		1,187		7,139		594		1,187		7,733		8,920		(1,633	)		2007		29
1553	Hayward	CA		—		1,189		9,465		95		1,189		9,560		10,749		(1,795	)		2007		29
1554	Hayward	CA		—		1,246		5,179		1,822		1,246		7,001		8,247		(1,516	)		2007		29
1555	Hayward	CA		—		1,521		13,546		121		1,521		13,667		15,188		(2,567	)		2007		29
1556	Hayward	CA		—		1,212		5,120		2,699		1,212		7,819		9,031		(1,467	)		2007		29
1424	La Jolla	CA		—		9,600		25,283		7,397		9,648		31,703		41,351		(4,213	)		2007		40
1425	La Jolla	CA		—		6,200		19,883		99		6,276		19,906		26,182		(2,724	)		2007		40
1426	La Jolla	CA		—		7,200		12,412		3,084		7,291		15,404		22,695		(3,552	)		2007		27
1427	La Jolla	CA		—		8,700		16,983		671		8,746		17,608		26,354		(3,387	)		2007		30
1947	La Jolla	CA		12,222		2,581		10,534		20		2,581		10,554		13,135		(703	)		2011		30
1949	La Jolla	CA		8,068		2,686		11,045		527		2,686		11,572		14,258		(747	)		2011		30
1488	Mountain View	CA		—		7,300		25,410		1,360		7,559		26,506		34,065		(3,577	)		2007		40
1489	Mountain View	CA		—		6,500		22,800		1,866		6,500		24,666		31,166		(3,206	)		2007		40
1490	Mountain View	CA		—		4,800		9,500		442		4,800		9,942		14,742		(1,400	)		2007		40
1491	Mountain View	CA		—		4,200		8,400		1,249		4,209		9,640		13,849		(1,833	)		2007		40
1492	Mountain View	CA		—		3,600		9,700		730		3,600		10,430		14,030		(2,041	)		2007		40
1493	Mountain View	CA		—		7,500		16,300		1,904		7,500		17,603		25,103		(2,316	)		2007		40
1494	Mountain View	CA		—		9,800		24,000		203		9,800		24,203		34,003		(3,297	)		2007		40
1495	Mountain View	CA		—		6,900		17,800		3,245		6,900		21,046		27,946		(2,514	)		2007		40
1496	Mountain View	CA		—		7,000		17,000		6,364		7,000		23,364		30,364		(5,078	)		2007		40
1497	Mountain View	CA		—		14,100		31,002		10,111		14,100		41,113		55,213		(8,786	)		2007		40
1498	Mountain View	CA		—		7,100		25,800		8,101		7,100		33,901		41,001		(7,304	)		2007		40
2017	Mountain View	CA		—		—		—		17,860		—		17,860		17,860		—			—		*
1470	Poway	CA		—		5,826		12,200		5,727		5,826		17,927		23,753		(4,536	)		2007		40
1471	Poway	CA		—		5,978		14,200		4,253		5,978		18,453		24,431		(3,835	)		2007		40
1472	Poway	CA		—		25,800		2,405		4,989		25,800		7,394		33,194		—			2007		**
1477	Poway	CA		—		29,943		2,475		17,568		29,943		20,042		49,985		—			2007		**
1478	Poway	CA		—		6,700		14,400		6,145		6,700		20,545		27,245		(5,495	)		2007		40
1499	Redwood City	CA		—		3,400		5,500		1,285		3,407		6,777		10,184		(1,464	)		2007		40
1500	Redwood City	CA		—		2,500		4,100		1,188		2,506		5,282		7,788		(1,069	)		2007		40
1501	Redwood City	CA		—		3,600		4,600		819		3,607		5,412		9,019		(884	)		2007		30
1502	Redwood City	CA		—		3,100		5,100		804		3,107		5,650		8,757		(965	)		2007		31
1503	Redwood City	CA		—		4,800		17,300		3,183		4,818		20,466		25,284		(2,621	)		2007		31
1504	Redwood City	CA		—		5,400		15,500		856		5,418		16,338		21,756		(2,173	)		2007		31

F-65

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

												Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																		Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1505	Redwood City	CA		—		3,000		3,500		955			3,006		4,449		7,455		(851	)		2007		40
1506	Redwood City	CA		—		6,000		14,300		3,020			6,018		17,302		23,320		(2,605	)		2007		40
1507	Redwood City	CA		—		1,900		12,800		6,811			1,912		19,599		21,511		(1,286	)		2007		39
1508	Redwood City	CA		—		2,700		11,300		6,498			2,712		17,787		20,499		(1,160	)		2007		39
1509	Redwood City	CA		—		2,700		10,900		4,695			2,712		15,583		18,295		(1,590	)		2007		40
1510	Redwood City	CA		—		2,200		12,000		5,116			2,212		17,105		19,317		(2,308	)		2007		38
1511	Redwood City	CA		—		2,600		9,300		1,474			2,612		10,763		13,375		(1,711	)		2007		26
1512	Redwood City	CA		—		3,300		18,000		123			3,300		18,123		21,423		(2,448	)		2007		40
1513	Redwood City	CA		—		3,300		17,900		123			3,300		18,023		21,323		(2,434	)		2007		40
0679	San Diego	CA		—		7,872		34,617		17,163			7,872		51,781		59,653		(11,907	)		2002		39
0837	San Diego	CA		—		4,630		2,029		8,645			4,630		10,673		15,303		(1,366	)		2006		31
0838	San Diego	CA		—		2,040		902		4,942			2,040		5,844		7,884		(360	)		2006		40
0839	San Diego	CA		—		3,940		3,184		4,459			3,940		6,847		10,787		(2,679	)		2006		40
0840	San Diego	CA		—		5,690		4,579		673			5,690		5,252		10,942		(1,155	)		2006		40
1418	San Diego	CA		—		11,700		31,243		6,430			11,700		37,672		49,372		(5,503	)		2007		40
1420	San Diego	CA		—		6,524		—		3,497			6,524		3,497		10,021		—			2007		**
1421	San Diego	CA		—		7,000		33,779		—			7,000		33,779		40,779		(4,574	)		2007		40
1422	San Diego	CA		—		14,800		7,600		3,178			14,800		10,778		25,578		(1,625	)		2007		30
1423	San Diego	CA		—		8,400		33,144		—			8,400		33,144		41,544		(4,488	)		2007		40
1514	San Diego	CA		—		5,200		—		—			5,200		—		5,200		—			2007		**
1558	San Diego	CA		—		7,740		22,654		1,088			7,778		23,703		31,481		(3,097	)		2007		38
1948	San Diego	CA		25,230		5,879		25,305		325			5,879		25,631		31,510		(1,689	)		2011		30
1950	San Diego	CA		1,098		884		2,796		—			884		2,796		3,680		(186	)		2011		30
1407	South San Francisco	CA		1,741		28,600		48,700		4,961			28,600		53,662		82,262		(8,876	)		2007		35
1408	South San Francisco	CA		813		9,000		17,800		1,004			9,000		18,804		27,804		(2,410	)		2007		40
1409	South San Francisco	CA		1,737		18,000		38,043		421			18,000		38,464		56,464		(5,174	)		2007		40
1410	South San Francisco	CA		—		4,900		18,100		150			4,900		18,250		23,150		(2,454	)		2007		40
1411	South San Francisco	CA		—		8,000		27,700		86			8,000		27,786		35,786		(3,758	)		2007		40
1412	South San Francisco	CA		1,084		10,100		22,521		238			10,100		22,759		32,859		(3,054	)		2007		40
1413	South San Francisco	CA		—		8,000		28,299		252			8,000		28,550		36,550		(3,843	)		2007		40
1414	South San Francisco	CA		—		3,700		20,800		212			3,700		21,012		24,712		(2,820	)		2007		40
1430	South San Francisco	CA		1,118		10,700		23,621		212			10,700		23,832		34,532		(3,233	)		2007		40
1431	South San Francisco	CA		—		7,000		15,500		157			7,000		15,657		22,657		(2,106	)		2007		40
1435	South San Francisco	CA		—		13,800		42,500		32,764			13,800		75,264		89,064		(6,907	)		2007		40
1436	South San Francisco	CA		—		14,500		45,300		34,087			14,500		79,387		93,887		(7,229	)		2007		40
1437	South San Francisco	CA		—		9,400		24,800		16,980			9,400		41,781		51,181		(3,127	)		2007		40
1439	South San Francisco	CA		—		11,900		68,848		70			11,900		68,918		80,818		(9,325	)		2007		40
1440	South San Francisco	CA		—		10,000		57,954		—			10,000		57,954		67,954		(7,848	)		2007		40
1441	South San Francisco	CA		—		9,300		43,549		—			9,300		43,549		52,849		(5,897	)		2007		40
1442	South San Francisco	CA		—		11,000		47,289		81			11,000		47,370		58,370		(6,427	)		2007		40
1443	South San Francisco	CA		—		13,200		60,932		1,158			13,200		62,090		75,290		(7,737	)		2007		40
1444	South San Francisco	CA		—		10,500		33,776		337			10,500		34,112		44,612		(4,602	)		2007		40
1445	South San Francisco	CA		—		10,600		34,083		—			10,600		34,083		44,683		(4,615	)		2007		40
1448	South San Francisco	CA		—		14,100		71,344		52			14,100		71,396		85,496		(9,667	)		2007		40
1449	South San Francisco	CA		—		12,800		63,600		472			12,800		64,072		76,872		(8,723	)		2007		40
1450	South San Francisco	CA		—		11,200		79,222		20			11,200		79,242		90,442		(10,730	)		2007		40
1451	South San Francisco	CA		—		7,200		50,856		66			7,200		50,922		58,122		(6,894	)		2007		40
1452	South San Francisco	CA		—		14,400		101,362		(115	)		14,400		101,247		115,647		(13,699	)		2007		40
1454	South San Francisco	CA		—		11,100		47,738		9,369			11,100		57,108		68,208		(8,748	)		2007		40
1455	South San Francisco	CA		—		9,700		41,937		5,835			10,261		47,211		57,472		(6,906	)		2007		40
1456	South San Francisco	CA		—		6,300		22,900		8,196			6,300		31,096		37,396		(4,858	)		2007		40
1458	South San Francisco	CA		—		10,900		20,900		4,094			10,909		24,788		35,697		(5,567	)		2007		40
1459	South San Francisco	CA		—		3,600		100		183			3,600		283		3,883		(94	)		2007		5
1460	South San Francisco	CA		—		2,300		100		92			2,300		192		2,492		(100	)		2007		5
1461	South San Francisco	CA		—		3,900		200		171			3,900		371		4,271		(200	)		2007		5
1462	South San Francisco	CA		—		7,117		600		5,020			7,117		5,272		12,389		(674	)		2007		40
1463	South San Francisco	CA		—		10,381		2,300		16,370			10,381		18,670		29,051		(1,094	)		2007		40
1464	South San Francisco	CA		—		7,403		700		7,287			7,403		7,987		15,390		(522	)		2007		40
1468	South San Francisco	CA		—		10,100		24,013		2,796			10,100		26,809		36,909		(5,478	)		2007		40
1480	South San Francisco	CA		—		32,210		3,110		11,185			32,210		14,295		46,505		—			2007		**
1559	South San Francisco	CA		—		5,666		5,773		188			5,695		5,863		11,558		(5,892	)		2007		5
1560	South San Francisco	CA		—		1,204		1,293		15			1,210		1,287		2,497		(1,293	)		2007		5
1982	South San Francisco	CA		—		64,900		—		9,586			64,900		9,586		74,486		—			2011		**
1604	Cambridge	MA		—		8,389		10,630		16,944			8,389		27,574		35,963		(1	)		2010		*
2011	Durham	NC		9,044		447		6,152		3,411			448		9,564		10,012		—			2011		*
2029	Durham	NC		—		1,920		5,661		2,180			1,920		7,841		9,761		(126	)		2012		20

F-66

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0461	Salt Lake City	UT		—		500		8,548		—		500		8,548		9,048		(2,908	)		2001		33
0462	Salt Lake City	UT		—		890		15,623		—		890		15,624		16,514		(4,678	)		2001		38
0463	Salt Lake City	UT		—		190		9,875		—		190		9,875		10,065		(2,540	)		2001		43
0464	Salt Lake City	UT		—		630		6,921		62		630		6,984		7,614		(2,143	)		2001		38
0465	Salt Lake City	UT		—		125		6,368		67		125		6,435		6,560		(1,640	)		2001		43
0466	Salt Lake City	UT		—		—		14,614		7		—		14,621		14,621		(3,235	)		2001		43
0507	Salt Lake City	UT		—		280		4,345		226		280		4,571		4,851		(1,022	)		2002		43
0537	Salt Lake City	UT		—		—		6,517		—		—		6,517		6,517		(1,532	)		2002		35
0799	Salt Lake City	UT		—		—		14,600		90		—		14,690		14,690		(2,140	)		2005		40
1593	Salt Lake City	UT		—		—		23,998		—		—		23,998		23,998		(1,757	)		2010		33
			$	62,155	$	935,828	$	2,197,732	$	457,086	$	937,148	$	2,650,293	$	3,587,441	$	(370,208	)
Medical office
0638	Anchorage	AK		6,237		1,456		10,650		5,447		1,456		16,046		17,502		(1,726	)		2000		*
0520	Chandler	AZ		—		3,669		13,503		1,836		3,669		15,095		18,764		(3,287	)		2002		40
2040	Mesa	AZ		—		—		17,314		1		—		17,314		17,314		(176	)		2012		45
0468	Oro Valley	AZ		—		1,050		6,774		892		1,050		7,090		8,140		(1,691	)		2001		43
0356	Phoenix	AZ		—		780		3,199		992		780		3,465		4,245		(1,338	)		1999		32
0470	Phoenix	AZ		—		280		877		42		280		918		1,198		(236	)		2001		43
1066	Scottsdale	AZ		—		5,115		14,064		2,015		4,791		16,396		21,187		(3,037	)		2006		40
2021	Scottsdale	AZ		—		—		12,312		5		—		12,317		12,317		(249	)		2012		25
2022	Scottsdale	AZ		—		—		9,179		10		—		9,190		9,190		(210	)		2012		25
2023	Scottsdale	AZ		—		—		6,398		14		—		6,412		6,412		(116	)		2012		25
2024	Scottsdale	AZ		—		—		9,522		—		—		9,522		9,522		(165	)		2012		25
2025	Scottsdale	AZ		—		—		4,102		36		—		4,138		4,138		(92	)		2012		25
2026	Scottsdale	AZ		—		—		3,655		—		—		3,655		3,655		(63	)		2012		25
2027	Scottsdale	AZ		—		—		7,168		—		—		7,168		7,168		(129	)		2012		25
2028	Scottsdale	AZ		—		—		6,659		—		—		6,659		6,659		(115	)		2012		25
0453	Tucson	AZ		—		215		6,318		940		291		6,982		7,273		(2,248	)		2000		35
0556	Tucson	AZ		—		215		3,940		605		215		4,214		4,429		(855	)		2003		43
1041	Brentwood	CA		—		—		30,864		1,450		25		32,092		32,117		(5,190	)		2006		40
1200	Encino	CA		—		6,151		10,438		2,304		6,453		12,385		18,838		(2,663	)		2006		33
0436	Murietta	CA		—		400		9,266		1,649		520		10,234		10,754		(3,907	)		1999		33
0239	Poway	CA		—		2,700		10,839		2,070		2,783		11,690		14,473		(4,866	)		1997		35
0318	Sacramento	CA		—		2,860		21,850		8,784		2,860		29,864		32,724		(6,105	)		1998		*
0234	San Diego	CA		—		2,848		5,879		1,289		3,009		5,356		8,365		(2,605	)		1997		21
0235	San Diego	CA		—		2,863		8,913		2,874		3,068		9,949		13,017		(4,855	)		1997		21
0236	San Diego	CA		—		4,619		19,370		3,521		4,711		17,660		22,371		(8,308	)		1997		21
0421	San Diego	CA		—		2,910		17,362		9,055		2,910		26,417		29,327		(4,547	)		1999		*
0564	San Jose	CA		2,764		1,935		1,728		1,569		1,935		3,178		5,113		(1,116	)		2003		37
0565	San Jose	CA		6,436		1,460		7,672		495		1,460		8,161		9,621		(2,120	)		2003		37
0659	San Jose	CA		—		1,718		3,124		385		1,718		3,432		5,150		(661	)		2000		34
1209	Sherman Oaks	CA		—		7,472		10,075		2,425		7,741		12,221		19,962		(3,641	)		2006		22
0439	Valencia	CA		—		2,300		6,967		1,174		2,309		7,036		9,345		(2,805	)		1999		35
1211	Valencia	CA		—		1,344		7,507		503		1,383		7,972		9,355		(1,370	)		2006		40
0440	West Hills	CA		—		2,100		11,595		1,799		2,156		10,603		12,759		(4,067	)		1999		32
0728	Aurora	CO		—		—		8,764		899		—		9,663		9,663		(2,896	)		2005		39
1196	Aurora	CO		—		210		12,362		1,118		210		13,445		13,655		(2,346	)		2006		40
1197	Aurora	CO		—		200		8,414		845		200		9,259		9,459		(1,904	)		2006		33
0882	Colorado Springs	CO		—		—		12,933		4,903		—		17,837		17,837		(3,995	)		2007		40
0814	Conifer	CO		—		—		1,485		35		13		1,508		1,521		(276	)		2005		40
1199	Denver	CO		—		493		7,897		539		558		8,372		8,930		(1,613	)		2006		33
0808	Englewood	CO		—		—		8,616		3,701		—		12,192		12,192		(2,489	)		2005		35
0809	Englewood	CO		—		—		8,449		2,131		—		10,294		10,294		(2,427	)		2005		35
0810	Englewood	CO		—		—		8,040		4,337		—		12,378		12,378		(2,895	)		2005		35
0811	Englewood	CO		—		—		8,472		1,800		—		10,229		10,229		(2,388	)		2005		35
0812	Littleton	CO		—		—		4,562		1,348		79		5,728		5,807		(1,363	)		2005		35
0813	Littleton	CO		—		—		4,926		1,202		5		6,078		6,083		(1,309	)		2005		38
0570	Lone Tree	CO		—		—		—		18,659		—		18,531		18,531		(4,152	)		2003		39
0666	Lone Tree	CO		14,103		—		23,274		823		—		24,086		24,086		(4,248	)		2000		37
1076	Parker	CO		—		—		13,388		106		8		13,477		13,485		(2,308	)		2006		40
0510	Thornton	CO		—		236		10,206		1,800		244		11,974		12,218		(2,980	)		2002		43
0433	Atlantis	FL		—		—		5,651		495		33		5,796		5,829		(2,408	)		1999		35
0434	Atlantis	FL		—		—		2,027		177		5		2,199		2,204		(851	)		1999		34
0435	Atlantis	FL		—		—		2,000		427		—		2,328		2,328		(922	)		1999		32
0602	Atlantis	FL		—		455		2,231		336		455		2,377		2,832		(486	)		2000		34

F-67

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0604	Englewood	FL		—		170		1,134		240		198		1,330		1,528		(312	)		2000		34
0609	Kissimmee	FL		—		788		174		211		815		335		1,150		(108	)		2000		34
0610	Kissimmee	FL		—		481		347		304		486		646		1,132		(150	)		2000		34
0671	Kissimmee	FL		—		—		7,574		1,595		—		8,601		8,601		(1,690	)		2000		36
0603	Lake Worth	FL		—		1,507		2,894		1,807		1,507		4,570		6,077		(681	)		2000		34
0612	Margate	FL		—		1,553		6,898		560		1,553		7,441		8,994		(1,376	)		2000		34
0613	Miami	FL		8,538		4,392		11,841		2,464		4,392		14,137		18,529		(3,074	)		2000		34
1067	Milton	FL		—		—		8,566		217		—		8,775		8,775		(1,392	)		2006		40
0563	Orlando	FL		—		2,144		5,136		3,142		2,288		8,018		10,306		(2,603	)		2003		37
0833	Pace	FL		—		—		10,309		2,548		—		12,534		12,534		(3,127	)		2006		44
0834	Pensacola	FL		—		—		11,166		478		—		11,644		11,644		(1,836	)		2006		45
0614	Plantation	FL		787		969		3,241		824		1,011		4,014		5,025		(988	)		2000		34
0673	Plantation	FL		4,943		1,091		7,176		472		1,091		7,524		8,615		(1,407	)		2002		36
0701	St. Petersburg	FL		—		—		10,141		3,654		—		13,651		13,651		(2,769	)		2004		38
1210	Tampa	FL		—		1,967		6,602		3,612		2,067		9,894		11,961		(2,874	)		2006		25
1058	McCaysville	GA		—		—		3,231		18		—		3,249		3,249		(513	)		2006		40
1065	Marion	IL		—		99		11,484		98		100		11,581		11,681		(1,931	)		2006		40
1057	Newburgh	IN		—		—		14,019		1,234		—		15,247		15,247		(2,342	)		2006		40
2039	Kansas City	KS		1,895		440		2,173		2		440		2,173		2,613		(28	)		2012		35
2043	Overland Park	KS		—		—		7,668		3		—		7,668		7,668		(91	)		2012		40
0483	Wichita	KS		—		530		3,341		374		530		3,716		4,246		(951	)		2001		45
1064	Lexington	KY		—		—		12,726		859		—		13,583		13,583		(2,476	)		2006		40
0735	Louisville	KY		—		936		8,426		2,758		936		11,077		12,013		(7,101	)		2005		11
0737	Louisville	KY		—		835		27,627		2,386		835		29,610		30,445		(6,638	)		2005		37
0738	Louisville	KY		4,959		780		8,582		3,309		808		11,782		12,590		(4,955	)		2005		18
0739	Louisville	KY		8,015		826		13,814		1,531		826		14,855		15,681		(3,452	)		2005		38
0740	Louisville	KY		8,679		2,983		13,171		3,237		2,983		16,235		19,218		(4,266	)		2005		30
1944	Louisville	KY		—		788		2,414		—		788		2,414		3,202		(193	)		2010		25
1945	Louisville	KY		24,937		3,255		28,644		—		3,255		28,644		31,899		(1,910	)		2010		30
1946	Louisville	KY		—		430		6,125		—		430		6,125		6,555		(408	)		2010		30
1324	Haverhill	MA		—		800		8,537		1,388		828		9,896		10,724		(1,851	)		2007		40
1213	Ellicott City	MD		—		1,115		3,206		1,439		1,115		4,645		5,760		(1,003	)		2006		34
0361	GlenBurnie	MD		—		670		5,085		—		670		5,085		5,755		(1,985	)		1999		35
1052	Towson	MD		—		—		14,233		3,588		—		15,777		15,777		(3,467	)		2006		40
0240	Minneapolis	MN		—		117		13,213		1,394		117		14,458		14,575		(6,071	)		1997		32
0300	Minneapolis	MN		1,370		160		10,131		2,461		160		12,195		12,355		(4,896	)		1997		35
2032	Independence	MO		33,387		—		48,025		4		—		48,025		48,025		(194	)		2012		45
1078	Flowood	MS		—		—		8,413		689		—		9,075		9,075		(1,553	)		2006		40
1059	Jackson	MS		—		—		8,869		37		—		8,905		8,905		(1,391	)		2006		40
1060	Jackson	MS		6,005		—		7,187		2,160		—		9,347		9,347		(1,696	)		2006		40
1068	Omaha	NE		13,661		—		16,243		400		17		16,615		16,632		(2,714	)		2006		40
0729	Albuquerque	NM		—		—		5,380		182		—		5,563		5,563		(1,109	)		2005		39
0348	Elko	NV		—		55		2,637		12		55		2,649		2,704		(1,050	)		1999		35
0571	Las Vegas	NV		—		—		—		18,002		—		17,459		17,459		(4,115	)		2003		40
0660	Las Vegas	NV		3,487		1,121		4,363		3,244		1,253		7,423		8,676		(2,396	)		2000		34
0661	Las Vegas	NV		3,635		2,125		4,829		3,284		2,225		7,798		10,023		(1,767	)		2000		34
0662	Las Vegas	NV		6,953		3,480		12,305		3,055		3,480		15,099		18,579		(3,689	)		2000		34
0663	Las Vegas	NV		1,004		1,717		3,597		1,985		1,717		5,562		7,279		(1,716	)		2000		34
0664	Las Vegas	NV		2,046		1,172		1,550		316		1,172		1,651		2,823		(1,649	)		2000		*
0691	Las Vegas	NV		—		3,244		18,339		1,574		3,273		19,764		23,037		(6,395	)		2004		30
2037	Mesquite	NV		3,280		—		5,559		5		—		5,559		5,559		(64	)		2012		40
1285	Cleveland	OH		—		823		2,726		660		853		2,671		3,524		(546	)		2006		40
0400	Harrison	OH		—		—		4,561		300		—		4,861		4,861		(1,776	)		1999		35
1054	Durant	OK		—		619		9,256		1,152		651		10,368		11,019		(1,609	)		2006		40
0817	Owasso	OK		—		—		6,582		594		—		7,176		7,176		(2,168	)		2005		40
0404	Roseburg	OR		—		—		5,707		—		—		5,707		5,707		(2,074	)		1999		35
0252	Clarksville	TN		—		765		4,184		—		765		4,184		4,949		(1,762	)		1998		35
0624	Hendersonville	TN		—		256		1,530		661		256		2,070		2,326		(588	)		2000		34
0559	Hermitage	TN		—		830		5,036		5,011		830		9,826		10,656		(2,613	)		2003		35
0561	Hermitage	TN		—		596		9,698		2,284		596		11,548		12,144		(3,123	)		2003		37
0562	Hermitage	TN		—		317		6,528		1,749		317		8,021		8,338		(2,218	)		2003		37
0154	Knoxville	TN		—		700		4,559		3,462		700		8,022		8,722		(2,162	)		1994		19
0409	Murfreesboro	TN		—		900		12,706		—		900		12,706		13,606		(5,767	)		1999		35
0625	Nashville	TN		9,089		955		14,289		1,475		955		15,518		16,473		(3,335	)		2000		34
0626	Nashville	TN		3,742		2,050		5,211		2,239		2,055		7,383		9,438		(1,543	)		2000		34
0627	Nashville	TN		530		1,007		181		554		1,007		715		1,722		(163	)		2000		34

F-68

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0628	Nashville	TN		5,298		2,980		7,164		1,331		2,980		8,440		11,420		(1,674	)		2000		34
0630	Nashville	TN		535		515		848		233		528		1,067		1,595		(219	)		2000		34
0631	Nashville	TN		—		266		1,305		789		266		1,991		2,257		(430	)		2000		34
0632	Nashville	TN		—		827		7,642		2,429		827		9,976		10,803		(2,213	)		2000		34
0633	Nashville	TN		9,567		5,425		12,577		3,185		5,425		15,729		21,154		(3,390	)		2000		34
0634	Nashville	TN		8,747		3,818		15,185		2,854		3,818		17,692		21,510		(4,081	)		2000		34
0636	Nashville	TN		436		583		450		—		583		450		1,033		(82	)		2000		34
0573	Arlington	TX		8,532		769		12,355		1,871		769		14,160		14,929		(2,954	)		2003		34
0576	Conroe	TX		2,787		324		4,842		1,588		324		6,326		6,650		(1,787	)		2000		34
0577	Conroe	TX		5,125		397		7,966		1,247		397		8,884		9,281		(1,789	)		2000		34
0578	Conroe	TX		5,355		388		7,975		1,474		388		9,328		9,716		(1,377	)		2000		*
0579	Conroe	TX		1,751		188		3,618		660		188		4,261		4,449		(779	)		2000		34
0581	Corpus Christi	TX		—		717		8,181		2,041		717		10,178		10,895		(2,758	)		2000		34
0600	Corpus Christi	TX		—		328		3,210		2,019		328		5,029		5,357		(1,277	)		2000		34
0601	Corpus Christi	TX		—		313		1,771		624		313		2,382		2,695		(651	)		2000		34
0582	Dallas	TX		5,268		1,664		6,785		2,056		1,693		8,692		10,385		(2,024	)		2000		34
1314	Dallas	TX		—		15,230		162,971		5,238		15,239		167,873		183,112		(29,471	)		2006		35
0583	Fort Worth	TX		2,906		898		4,866		1,231		898		6,041		6,939		(1,415	)		2000		34
0805	Fort Worth	TX		—		—		2,481		726		2		3,158		3,160		(963	)		2005		25
0806	Fort Worth	TX		—		—		6,070		35		5		6,024		6,029		(1,123	)		2005		40
1061	Granbury	TX		—		—		6,863		80		—		6,943		6,943		(1,115	)		2006		40
0430	Houston	TX		—		1,927		33,140		1,979		2,063		34,830		36,893		(13,129	)		1999		35
0446	Houston	TX		—		2,200		19,585		5,566		2,209		22,623		24,832		(12,966	)		1999		17
0586	Houston	TX		—		1,033		3,165		840		1,033		3,881		4,914		(930	)		2000		34
0589	Houston	TX		9,688		1,676		12,602		2,743		1,706		15,124		16,830		(3,510	)		2000		34
0670	Houston	TX		—		257		2,884		1,028		297		3,847		4,144		(807	)		2000		35
0702	Houston	TX		—		—		7,414		1,115		7		8,501		8,508		(1,891	)		2004		36
1044	Houston	TX		—		—		4,838		3,186		—		7,940		7,940		(1,802	)		2006		40
0590	Irving	TX		5,510		828		6,160		1,563		828		7,665		8,493		(1,544	)		2000		34
0700	Irving	TX		—		—		8,550		2,905		—		11,452		11,452		(2,601	)		2004		34
1202	Irving	TX		—		1,604		16,107		589		1,604		16,696		18,300		(2,699	)		2006		40
1207	Irving	TX		—		1,955		12,793		859		1,986		13,621		15,607		(2,051	)		2006		40
1062	Lancaster	TX		—		162		3,830		301		162		4,097		4,259		(760	)		2006		39
0591	Lewisville	TX		5,147		561		8,043		703		561		8,720		9,281		(1,620	)		2000		34
0144	Longview	TX		—		102		7,998		386		102		8,384		8,486		(3,488	)		1992		45
0143	Lufkin	TX		—		338		2,383		40		338		2,423		2,761		(988	)		1992		45
0568	McKinney	TX		—		541		6,217		629		541		6,433		6,974		(1,690	)		2003		36
0569	McKinney	TX		—		—		636		7,604		—		7,603		7,603		(1,695	)		2003		40
0596	Nassau Bay	TX		5,383		812		8,883		1,614		812		10,350		11,162		(1,825	)		2000		37
1079	North Richland Hills	TX		—		—		8,942		390		—		9,199		9,199		(1,528	)		2006		40
2048	North Richland Hills	TX		—		1,385		10,213		—		1,385		10,213		11,598		(142	)		2012		30
0142	Pampa	TX		—		84		3,242		569		84		3,811		3,895		(1,629	)		1992		45
1048	Pearland	TX		—		—		4,014		4,002		—		7,953		7,953		(1,685	)		2006		40
0447	Plano	TX		—		1,700		7,810		4,598		1,704		11,946		13,650		(3,467	)		1999		*
0597	Plano	TX		7,569		1,210		9,588		1,760		1,210		11,255		12,465		(2,491	)		2000		34
0672	Plano	TX		9,607		1,389		12,768		1,167		1,389		13,575		14,964		(2,752	)		2002		36
1284	Plano	TX		—		2,049		18,793		1,082		2,087		19,050		21,137		(5,122	)		2006		40
1286	Plano	TX		—		3,300		—		—		3,300		—		3,300		—			2006		**
0815	San Antonio	TX		—		—		9,193		773		12		9,924		9,936		(2,282	)		2006		35
0816	San Antonio	TX		4,473		—		8,699		1,035		—		9,696		9,696		(2,140	)		2006		35
1591	San Antonio	TX		—		—		7,309		288		12		7,585		7,597		(635	)		2010		30
1977	San Antonio	TX		—		—		26,191		610		—		26,799		26,799		(1,797	)		2011		30
0598	Sugarland	TX		3,815		1,078		5,158		1,456		1,084		6,472		7,556		(1,395	)		2000		34
1081	Texarkana	TX		—		1,117		7,423		566		1,177		7,929		9,106		(1,291	)		2006		40
0599	Texas City	TX		6,237		—		9,519		157		—		9,676		9,676		(1,666	)		2000		37
0152	Victoria	TX		—		125		8,977		—		125		8,977		9,102		(3,605	)		1994		45
1592	Bountiful	UT		5,154		999		7,426		55		999		7,481		8,480		(607	)		2010		30
0169	Bountiful	UT		—		276		5,237		561		330		5,743		6,073		(2,161	)		1995		45
0346	Castle Dale	UT		—		50		1,818		63		50		1,881		1,931		(757	)		1998		35
0347	Centerville	UT		—		300		1,288		191		300		1,479		1,779		(623	)		1999		35
2035	Draper	UT		5,810		—		10,803		79		—		10,876		10,876		(110	)		2012		45
0350	Grantsville	UT		—		50		429		39		50		468		518		(209	)		1999		35
0469	Kaysville	UT		—		530		4,493		146		530		4,639		5,169		(1,160	)		2001		43
0456	Layton	UT		—		371		7,073		377		389		7,359		7,748		(2,517	)		2001		35
2042	Layton	UT		—		—		10,275		7		—		10,275		10,275		(107	)		2012		45
0359	Ogden	UT		—		180		1,695		121		180		1,764		1,944		(715	)		1999		35

F-69

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
1283	Ogden	UT		—		106		4,464		524		106		4,528		4,634		(719	)		2006		40
0357	Orem	UT		—		337		8,744		1,184		306		9,191		9,497		(4,044	)		1999		35
0371	Providence	UT		—		240		3,876		202		256		3,802		4,058		(1,474	)		1999		35
0353	Salt Lake City	UT		—		190		779		61		201		830		1,031		(342	)		1999		35
0354	Salt Lake City	UT		—		220		10,732		1,342		220		11,872		12,092		(4,563	)		1999		35
0355	Salt Lake City	UT		—		180		14,792		1,215		180		15,901		16,081		(6,251	)		1999		35
0467	Salt Lake City	UT		—		3,000		7,541		649		3,109		8,036		11,145		(2,410	)		2001		38
0566	Salt Lake City	UT		—		509		4,044		834		509		4,710		5,219		(1,264	)		2003		37
2041	Salt Lake City	UT		—		—		12,326		9		—		12,326		12,326		(125	)		2012		45
2033	Sandy	UT		3,170		867		3,513		8		867		3,513		4,380		(79	)		2012		20
0358	Springville	UT		—		85		1,493		188		85		1,682		1,767		(673	)		1999		35
0482	Stansbury	UT		—		450		3,201		346		450		3,484		3,934		(904	)		2001		45
0351	Washington Terrace	UT		—		—		4,573		1,946		—		6,167		6,167		(2,178	)		1999		35
0352	Washington Terrace	UT		—		—		2,692		439		—		2,801		2,801		(1,077	)		1999		35
2034	West Jordan	UT		7,958		—		12,021		10		—		12,021		12,021		(121	)		2012		45
2036	West Jordan	UT		1,509		—		1,383		11		—		1,383		1,383		(13	)		2012		20
0495	West Valley City	UT		—		410		8,266		1,002		410		9,268		9,678		(2,922	)		2002		35
0349	West Valley City	UT		—		1,070		17,463		76		1,036		17,566		18,602		(6,955	)		1999		35
1208	Fairfax	VA		—		8,396		16,710		2,848		8,408		19,545		27,953		(4,437	)		2006		28
0572	Reston	VA		—		—		11,902		44		—		11,875		11,875		(2,832	)		2003		43
0448	Renton	WA		—		—		18,724		1,523		—		19,580		19,580		(7,276	)		1999		35
0781	Seattle	WA		—		—		52,703		3,206		—		53,162		53,162		(11,795	)		2004		39
0782	Seattle	WA		—		—		24,382		3,634		21		27,188		27,209		(6,521	)		2004		36
0783	Seattle	WA		—		—		5,625		969		—		6,547		6,547		(4,806	)		2004		10
0785	Seattle	WA		—		—		7,293		1,341		—		7,875		7,875		(2,125	)		2004		33
1385	Seattle	WA		—		—		38,925		848		—		39,763		39,763		(7,329	)		2007		30
2038	Evanston	WY		2,213		—		4,601		12		—		4,601		4,601		(52	)		2012		40
0884	Coyoacan	DF		—		415		3,739		255		338		4,066		4,404		(736	)		2006		40
			$	320,032	$	192,906	$	1,989,115	$	313,338	$	195,525	$	2,255,103	$	2,450,628	$	(506,859	)
Post—acute/skilled nursing
0012	Livermore	CA		—		610		1,711		1,125		610		2,835		3,445		(2,788	)		1985		25
0315	Perris	CA		—		336		3,021		—		336		3,021		3,357		(1,552	)		1998		25
0002	Fort Collins	CO		—		499		1,913		1,454		499		3,114		3,613		(3,114	)		1985		25
0018	Morrison	CO		—		1,429		5,464		4,019		1,429		8,757		10,186		(8,565	)		1985		24
0280	Statesboro	GA		—		168		1,508		—		168		1,509		1,677		(798	)		1992		25
0297	Rexburg	ID		—		200		5,310		—		200		5,060		5,260		(2,097	)		1998		35
0378	Anderson	IN		—		500		4,724		1,734		500		6,057		6,557		(2,033	)		1999		35
0384	Angola	IN		—		130		2,900		2,798		130		5,698		5,828		(1,100	)		1999		35
0385	Fort Wayne	IN		—		200		4,150		2,667		200		6,817		7,017		(1,928	)		1999		38
0386	Fort Wayne	IN		—		140		3,760		—		140		3,760		3,900		(1,414	)		1999		35
0387	Huntington	IN		—		30		2,970		338		30		3,308		3,338		(1,159	)		1999		35
0373	Kokomo	IN		—		250		4,622		1,294		250		5,653		5,903		(1,462	)		1999		45
0454	New Albany	IN		—		230		6,595		—		230		6,595		6,825		(2,214	)		2001		35
0484	Tell City	IN		—		95		6,208		1,299		95		7,509		7,604		(1,802	)		2001		45
0688	Cynthiana	KY		—		192		4,875		—		192		4,875		5,067		(961	)		2004		40
0071	Mayfield	KY		—		218		2,797		—		218		2,792		3,010		(1,835	)		1986		40
0298	Franklin	LA		—		405		3,424		—		405		3,424		3,829		(1,780	)		1998		25
0299	Morgan City	LA		—		203		2,050		—		203		2,050		2,253		(1,065	)		1998		25
0017	Westborough	MA		—		858		2,975		2,894		858		5,866		6,724		(4,578	)		1985		30
0388	Las Vegas	NV		—		1,300		3,950		1,487		1,300		5,437		6,737		(1,486	)		1999		35
0389	Las Vegas	NV		—		1,300		5,800		—		1,300		5,800		7,100		(2,182	)		1999		35
0390	Fairborn	OH		—		250		4,850		—		250		4,850		5,100		(1,825	)		1999		35
0391	Georgetown	OH		—		130		4,970		—		130		4,970		5,100		(1,870	)		1999		35
0063	Marion	OH		—		218		2,971		—		218		2,966		3,184		(2,521	)		1986		30
0038	Newark	OH		—		400		8,588		—		400		8,577		8,977		(6,254	)		1986		35
0392	Port Clinton	OH		—		370		3,630		—		370		3,630		4,000		(1,366	)		1999		35
0393	Springfield	OH		—		250		3,950		2,113		250		6,063		6,313		(1,697	)		1999		35
0394	Toledo	OH		—		120		5,130		—		120		5,130		5,250		(1,930	)		1999		35
0395	Versailles	OH		—		120		4,980		—		120		4,980		5,100		(1,873	)		1999		35
0695	Carthage	TN		—		129		2,406		—		129		2,225		2,354		(535	)		2004		35
0054	Loudon	TN		—		26		3,879		—		26		3,873		3,899		(2,872	)		1986		35
0047	Maryville	TN		—		160		1,472		—		160		1,468		1,628		(862	)		1986		45
0048	Maryville	TN		—		307		4,376		—		307		4,369		4,676		(2,489	)		1986		45
0285	Fort Worth	TX		—		243		2,036		269		243		2,305		2,548		(1,212	)		1998		25
0296	Ogden	UT		—		250		4,685		—		250		4,435		4,685		(1,817	)		1998		35

F-70

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0681	Fishersville	VA		—		751		7,734		—		751		7,220		7,971		(1,570	)		2004		40
0682	Floyd	VA		—		309		2,263		—		309		1,893		2,202		(654	)		2004		25
0689	Independence	VA		—		206		8,366		—		206		7,810		8,016		(1,676	)		2004		40
0683	Newport News	VA		—		535		6,192		—		535		5,719		6,254		(1,243	)		2004		40
0684	Roanoke	VA		—		586		7,159		—		586		6,696		7,282		(1,454	)		2004		40
0685	Staunton	VA		—		422		8,681		—		422		8,136		8,558		(1,766	)		2004		40
0686	Williamsburg	VA		—		699		4,886		—		699		4,464		5,163		(971	)		2004		40
0690	Windsor	VA		—		319		7,543		—		319		7,018		7,337		(1,506	)		2004		40
0687	Woodstock	VA		—		603		5,395		9		605		4,987		5,592		(1,086	)		2004		40
			$	—	$	16,696	$	196,869	$	23,500	$	16,698	$	213,721	$	230,419	$	(86,962	)
Hospital
0126	Sherwood	AR		—		709		9,604		—		709		9,587		10,296		(4,693	)		1990		45
0113	Glendale	AZ		—		1,565		7,050		—		1,565		7,050		8,615		(3,543	)		1988		45
1038	Fresno	CA		—		3,652		29,113		16,699		3,652		45,813		49,465		(10,320	)		2006		40
0423	Irvine	CA		—		18,000		70,800		—		18,000		70,800		88,800		(26,641	)		1999		35
0127	Colorado Springs	CO		—		690		8,338		—		690		8,338		9,028		(4,058	)		1989		45
0425	Palm Beach Garden	FL		—		4,200		58,250		—		4,200		58,250		62,450		(21,915	)		1999		35
0887	Atlanta	GA		—		4,300		13,690		—		4,300		11,890		16,190		(3,468	)		2007		40
0426	Roswell	GA		—		6,900		55,300		—		6,900		54,859		61,759		(20,687	)		1999		35
0112	Overland Park	KS		—		2,316		10,681		—		2,316		10,680		12,996		(5,558	)		1989		45
1383	Baton Rouge	LA		—		690		8,545		86		690		8,502		9,192		(1,557	)		2007		40
0877	Slidell	LA		—		1,490		22,034		—		1,490		20,934		22,424		(3,227	)		2006		40
2031	Slidell	LA		—		3,000		—		643		3,000		643		3,643		—			2012		**
0429	Hickory	NC		—		2,600		69,900		—		2,600		69,900		72,500		(26,296	)		1999		35
0886	Dallas	TX		—		1,820		8,508		26		1,820		7,454		9,274		(1,087	)		2007		40
1319	Dallas	TX		—		18,840		138,235		1,097		18,840		139,332		158,172		(22,658	)		2007		35
1384	Plano	TX		—		6,290		22,686		3,920		6,290		26,606		32,896		(4,346	)		2007		25
0084	San Antonio	TX		—		1,990		11,184		—		1,990		11,174		13,164		(6,104	)		1987		45
0885	Greenfield	WI		—		620		9,542		—		620		8,722		9,342		(1,270	)		2006		40
			$	—	$	79,672	$	553,460	$	22,471	$	79,672	$	570,534	$	650,206	$	(167,428	)
Total continuing operations properties			$	1,676,544	$	1,844,818	$	10,011,830	$	904,045	$	1,850,397	$	10,771,168	$	12,621,565	$	(1,737,429	)
Corporate and other assets				—		—		2,729		4,014		—		3,180		3,180		(2,289	)
Total			$	1,676,544	$	1,844,818	$	10,014,559	$	908,059	$	1,850,397	$	10,774,348	$	12,624,745	$	(1,739,718	)

*

Property is in development or taken out of service and placed in redevelopment and not yet placed in service.

**

Represents land parcels held for development which are not depreciated.

†

A portion of the property has been taken out of service and placed in redevelopment.

(1)

At December 31, 2012, the tax basis of the Company's net real estate assets is less than the reported amounts by approximately $1.6 billion.

F-71

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation (Continued)

December 31, 2012

(Dollars in thousands)

        (b)   A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 follows (in thousands):

	Year ended December 31,
	2012			2011			2010
Real estate:
Balances at beginning of year	$	10,730,089		$	9,756,927		$	9,416,188
Acquisition of real estate and development and improvements		1,941,091			1,049,723			377,354
Disposition of real estate		(148,752	)		(21,737	)		(61,139	)
Impairments		(7,878	)		—			—
Balances associated with changes in reporting presentation(1)		110,195			(54,824	)		24,524
Balances at end of year	$	12,624,745		$	10,730,089		$	9,756,927
Accumulated depreciation:
Balances at beginning of year	$	1,449,579		$	1,226,122		$	1,015,263
Depreciation expense		302,332			294,480			254,799
Disposition of real estate		(32,942	)		(5,705	)		(27,123	)
Balances associated with changes in reporting presentation(1)		20,749			(65,318	)		(16,817	)
Balances at end of year	$	1,739,718		$	1,449,579		$	1,226,122

(1)

The balances associated with changes in reporting presentation represent real estate and accumulated depreciation related to properties placed into discontinued operations as of December 31, 2012.

F-72

EX-10.40

Exhibit 10.40
Execution Version

[THIS LEASE IS NOT TO BE RECORDED]

MASTER LEASE

AND SECURITY AGREEMENT

between

HCPI Trust,

HCP Senior Housing Properties Trust,

HCP SH ELP1 Properties, LLC,

HCP SH ELP2 Properties, LLC,

HCP SH ELP3 Properties, LLC,

HCP SH Lassen House, LLC,

HCP SH Mountain Laurel, LLC,

HCP SH Mountain View, LLC,

HCP SH Oakridge, LLC,

HCP SH River Valley Landing, LLC, and

HCP SH Sellwood Landing, LLC,

as their interests may appear, as Lessor

and

Emeritus Corporation,

as Lessee

Dated as of October 31, 2012

TABLE OF CONTENTS

		Page
ARTICLE I.
1.1	Leased Property; Term	1
ARTICLE II.
2.1	Definitions	2
ARTICLE III.
3.1	Rent	19
3.2	Additional Charges	20
3.3	Late Payment of Rent	21
3.4	Net Lease	21
3.5	Personal Property	21
ARTICLE IV.
4.1	Impositions	21
4.2	Utility Charges	23
4.3	Insurance Premiums	23
4.4	Impound Accounts	23
4.5	Tax Service	24
ARTICLE V.
5.1	No Termination, Abatement, etc.	24
5.2	Termination with Respect to Fewer than All of the Facilities	25
ARTICLE VI.
6.1	Ownership of the Leased Property	25
6.2	Personal Property	25
6.3	Transfer of Personal Property and Capital Additions to Lessor	26
ARTICLE VII.
7.1	Condition of the Leased Property	26
7.2	Use of the Leased Property	27
7.3	Lessor to Grant Easements, Etc.	28
7.4	Preservation of Facility Value	28

ARTICLE VIII.
8.1	Compliance with Legal and Insurance Requirements, Instruments, Etc.	30
ARTICLE IX.
9.1	Maintenance and Repair	30
9.2	Encroachments, Restrictions, Mineral Leases, Etc.	31
9.3	Deferred Maintenance	32
9.4	O&M Plan	33
9.5	Ongoing Capital Projects	33
9.6	Intentionally Omitted	35
9.7	Inspections; Due Diligence Fee	35
9.8	Initial Capital Projects	36
ARTICLE X.
10.1	Construction of Alterations	40
10.2	Construction Requirements for all Alterations	41
ARTICLE XI.
11.1	Liens	44
ARTICLE XII.
12.1	Permitted Contests	45
ARTICLE XIII.
13.1	General Insurance Requirements	45
13.2	Insurance Policies	47
13.3	Evidence of Insurance	48
13.4	Waiver of Subrogation	48
ARTICLE XIV.
14.1	Insurance Proceeds	48
14.2	Insured Casualty	49
14.3	Uninsured Casualty	50
14.4	No Abatement of Rent	50
14.5	Waiver	50
14.6	Rights of Facility Mortgagees	50
ARTICLE XV.
15.1	Condemnation	51
ARTICLE XVI.
16.1	Events of Default	52

ii

16.2	Certain Remedies	55
16.3	Damages	55
16.4	Receiver	56
16.5	Lessee’s Obligation to Purchase	56
16.6	Waiver	57
16.7	Application of Funds	57
16.8	Intentionally Omitted	57
16.9	Grant of Security Interest; Appointment of Collateral Agent	57
16.10	Leases and Residential Care Agreements	59
ARTICLE XVII.
17.1	Lessor’s Right to Cure Lessee’s Default	60
ARTICLE XVIII.
18.1	Purchase of the Leased Property	60
18.2	Rights of Lessee Prior to Closing	61
18.3	Lessor’s Election of 1031 Exchange; Lessee’s Regulatory Filings	61
ARTICLE XIX.
19.1	Extended Terms	62
ARTICLE XX.
20.1	Holding Over	63
ARTICLE XXI.
21.1	General REIT Provisions	64
21.2	REIT Agreements	64
ARTICLE XXII.
22.1	Risk of Loss	64
ARTICLE XXIII.
23.1	General Indemnification	64
ARTICLE XXIV.
24.1	Transfers	65
ARTICLE XXV.
25.1	Officer’s Certificates and Financial Statements	74

iii

ARTICLE XXVI.
26.1	Lessor’s Right to Inspect and Show the Leased Property and Capital Additions	77
ARTICLE XXVII.
27.1	No Waiver	77
ARTICLE XXVIII.
28.1	Remedies Cumulative	77
ARTICLE XXIX.
29.1	Acceptance of Surrender	77
ARTICLE XXX.
30.1	No Merger	77
ARTICLE XXXI.
31.1	Conveyance by Lessor	78
31.2	New Lease	78
31.3	New Master Lease	79
ARTICLE XXXII.
32.1	Quiet Enjoyment	79
ARTICLE XXXIII.
33.1	Notices	80
ARTICLE XXXIV.
34.1	Appraiser	81
ARTICLE XXXV.
35.1	Intentionally Omitted	82
ARTICLE XXXVI.
36.1	Lessor May Grant Liens	82
36.2	Attornment	83
36.3	Compliance with Facility Mortgage Documents; Superior Leases	83
36.4	Superior Leases	85

iv

ARTICLE XXXVII.
37.1	Hazardous Substances and Mold	85
37.2	Notices	86
37.3	Remediation	87
37.4	Indemnity	87
37.5	Inspection	89
ARTICLE XXXVIII.
38.1	Memorandum of Lease	89
ARTICLE XXXIX.
39.1	Sale of Assets	90
ARTICLE XL.
40.1	Additional Representations and Warranties by Lessor	90
ARTICLE XLI.
41.1	Additional Representations and Warranties by Lessee	91
ARTICLE XLII.
42.1	Attorneys’ Fees	92
ARTICLE XLIII.
43.1	Brokers	92
ARTICLE XLIV.
44.1	Intentionally Omitted	93
ARTICLE XLV.
45.1	Miscellaneous	93
ARTICLE XLVI.
46.1	Provisions Relating to Master Lease	101
46.2	Treatment of Lease	101
ARTICLE XLVII.
47.1	California State Law Provisions	101
47.2	Connecticut State Law Provisions	102

v

47.3	Waiver of Kentucky Holdover Law	102
47.4	Minnesota State Law Provisions	102
47.5	Mississippi State Law Provision	102
47.6	Montana State Law Mold Disclosure	103
47.7	Nevada State Law Provisions	103
47.8	New Mexico State Law Provisions	104
47.9	Oregon State Law Provisions	105
47.10	Pennsylvania State Law Provisions	106
47.11	Texas State Law Provisions	106
47.12	Virginia State Law Provisions	106
47.13	Washington State Law Provisions	106
47.14	Local Law Provisions	108
47.15	Performance of Lessee’s Obligations	108

Exhibit A-1	List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment
Exhibit A-2	List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment
Exhibit A-3	List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment
Exhibit B	Lessor’s Personal Property
Exhibit C	Form of Memorandum of Lease
Schedule 1	State-Specific Impositions
Schedule 9.4.1	Facilities Requiring O&M Plans
Schedule 10.1	Pre-Existing Alteration Projects
Schedule 13.1.7	Facilities Requiring Environmental Insurance
Schedule 36.4	Superior Leases
Schedule 45.1.20	Pending Required Governmental Approvals
Addendum	Entrance Fee Facilities
Appendix A	Maximum Entrance Fee Facility Liabilities

vi

MASTER LEASE AND SECURITY AGREEMENT

THIS MASTER LEASE AND SECURITY AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Lease”) is dated as of October 31, 2012, and is made by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, and HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”).

ARTICLE I.

1.1Leased Property; Term.  Upon and subject to the terms and conditions hereinafter set forth, Lessor leases to Lessee and Lessee leases from Lessor all of Lessor’s rights, title and interests in and to the following (collectively the “Leased Property”):

(a)the tracts, pieces and parcels of property or properties more particularly described in and located at the addresses set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto and all easements, rights and appurtenances relating thereto, in each case whether Lessor now holds or hereafter acquires an interest in the same (collectively, the “Land”);

(b)all buildings, structures and other improvements of every kind now or hereafter located on the Land, including alleyways and connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and off-site to the extent Lessor has obtained any interest in the same), parking areas and roadways appurtenant to such buildings and structures and Capital Additions (as hereinafter defined) funded by Lessor (collectively, the “Improvements”);

(c)all equipment, machinery, fixtures, and other items of real and/or personal property, including all components thereof, now and hereafter located in, on or used in connection with and permanently affixed to or incorporated into the Improvements, including all furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting, ventilating, refrigerating, incineration, air and water pollution control, waste disposal, air-cooling and air-conditioning systems, apparatus, sprinkler systems, fire and theft protection equipment, and built-in oxygen and vacuum systems, all of which, to the greatest extent permitted by law, are hereby deemed to constitute real estate, together with all replacements, modifications, alterations and additions thereto (collectively, the “Fixtures” and together with the Improvements, the “Leased Improvements”); and

(d)the machinery, equipment, furniture and other personal property described on Exhibit B attached hereto and made a part hereof, together with all replacements,

modifications, alterations, and substitutions therefor (whether or not constituting an upgrade) (collectively, “Lessor’s Personal Property”).

SUBJECT, HOWEVER, to the Permitted Encumbrances (as defined herein) to have and to hold for the Term (as defined herein), unless this Lease is earlier terminated as hereinafter provided.  In addition, Lessor reserves to itself, and the right to transfer, convey, lease or assign to any other Person, in whole or in part, all oil, gas, hydrocarbons, mineral and water rights in the Leased Property but without right of entry on the surface or within two hundred (200) feet thereof; provided, however, that (i) no such items shall be extracted in such manner (x) as may cause or contribute to a lessening of the support of the Land or the Leased Improvements, (y) that interferes in any material fashion with the continued use and operation during the Term of any Facility (as defined herein) for its Primary Intended Use (as defined herein), and (ii) Lessor and any Person to whom any such rights are assigned by Lessor shall deliver a commercially reasonable environmental indemnity agreement to and for the benefit of Lessee with respect to the activities of such Person on the Leased Property.  Upon any change in the Minimum Rent (as defined herein) in accordance with the provisions of Section 3.1 below or otherwise pursuant to this Lease, the parties shall similarly execute an amendment to this Lease confirming such matters.  Notwithstanding the foregoing, the failure of Lessor to prepare and/or Lessee and Lessor to so execute and deliver any such amendment shall not affect the determination of the rights, obligations and or benefits of Lessor or Lessee which would have been confirmed by any such amendment.

ARTICLE II.

2.1Definitions.  For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (i) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (ii) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP as at the time applicable; (iii) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease; (iv) the word “including” shall have the same meaning as the phrase “including, without limitation,”; and (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision:

1031 Exchange:  As defined in Section 18.3.

Accommodator:  As defined in Section 18.3.

ACMs:  As defined in Section 9.4.

Additional Charges:  As defined in Article III.

Affiliate:  Any Person which, directly or indirectly (including through one or more intermediaries), controls or is controlled by or is under common control with any other Person, including any Subsidiary of a Person.  For purposes of this definition, the definition of “Controlling Person” below, and Article XXIV below, the term “control” (including the correlative meanings of the terms “controls”, “controlled by” and “under common control with”),

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as used with respect to any Person, shall mean the possession, directly or indirectly (including through one or more intermediaries), of the power to direct or cause the direction of the management and policies of such Person, through the ownership or control of voting securities, partnership interests or other equity interests, by contract or otherwise.  Without limiting the generality of the foregoing, when used with respect to any corporation, the term “Affiliate” shall also include (i) any Person which owns, directly or indirectly (including through one or more intermediaries), fifty percent (50%) or more of any class of voting security or equity interests of such corporation, (ii) any Subsidiary of such corporation and (iii) any Subsidiary of a Person described in clause (i).

Allocated Initial Investment:  With respect to each Facility, at any given time, the applicable amount set forth under the heading “Allocated Initial Investment” on Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached hereto, as applicable.  The parties shall cooperate reasonably and in good faith to revise within thirty (30) days after the date hereof the amounts set forth under such headings on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto as of the date hereof, it being acknowledged that the aggregate amount of the Allocated Initial Investments shall not be increased or decreased as a result of such revisions.  If there is a dispute between the parties with respect to such revisions that shall not have been resolved on or before November 30, 2012, such dispute shall, upon a written request by either party, be resolved by a firm of independent nationally recognized accountants chosen and mutually accepted by both parties, whose determination shall be final and binding on the parties and whose fees and expenses shall be borne equally by the parties.  The parties shall execute and deliver an amendment to this Lease reflecting the revisions agreed upon by the parties or determined by such accountants, as applicable, immediately after such revisions are so agreed upon or determined, as the case may be.

Allocated Minimum Rent:  With respect to each Facility, the amount of rent allocated to such Facility as determined by Section 3.1.1 and Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto; provided, however, that Lessor and Lessee acknowledge and agree that such allocation is solely for purposes of implementing the provisions of Sections 3.1.3, 5.2, 16.5 and 31.2.1 hereof and the determination of Transfer Consideration.  Except for such Sections, the Minimum Rent and other Rent payable hereunder is payable for all the Facilities as a single, indivisible, integrated and unitary economic unit and that but for such integration, the Minimum Rent and other Rent payable under this Lease would have been computed on a different basis.

Alteration:  Any alteration, or addition or improvement of or to any portion of the Leased Property, including any Capital Addition or Capital Project, but excluding any Planned Capital Refurbishment Project.

Annual Capital Project Plan:  As defined in Section 9.5.

Annual Minimum Capital Project Amount:  During the first (1st) Lease Year, an average of Three Hundred Twenty-Five Dollars ($325) per unit for all of the Facilities in the aggregate, with such amount increasing upon the expiration of each Lease Year during the Term (from and after the expiration of the first (1st) Lease Year), by a percentage equal to the CPI Increase.  Commencing upon the expiration of the fifth (5th) Lease Year, the Annual Minimum

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Capital Project Amount shall be equal to an average of One Thousand Dollars ($1,000) per unit for all of the Facilities in the aggregate, with such amount thereafter increasing upon the expiration of each subsequent Lease Year during the Term by a percentage equal to the CPI Increase, subject to the provisions of Section 9.3 hereof regarding the adjustment of the Annual Minimum Capital Project Amount.  For purposes of clarity, in no event shall the Annual Minimum Capital Project Amount for any Lease Year be less than the Annual Minimum Capital Project Amount in effect as of the expiration of the immediately prior Lease Year.

Annual Minimum Capital Project Amount Overage:  For any Lease Year, an amount equal to (a) the sum of (i) the Capital Project Costs incurred and paid by Lessee in funding Capital Projects in the immediately preceding two (2) Lease Years and for which Lessor has received an Officer’s Certificate certifying that the applicable item of Capital Project has been completed and verifying the cost of such item of Capital Project and that such cost has actually been paid or incurred by Lessee (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), less (ii) the amounts disbursed by Lessor to Lessee from the Replacement Reserve on account of such Capital Projects in accordance with the terms of Section 9.5.1, in excess of (b) the Annual Minimum Capital Project Amount for the prior two (2) Lease Year period.

Appraiser:  As defined in Article XXXIV.

Architect:  With respect to each Planned Capital Refurbishment Project for a Facility, the architect and/or engineer selected by Lessee in connection with the design and construction of such Planned Capital Refurbishment Project for such Facility and approved by Lessor, which approval shall not be unreasonably withheld or delayed so long as such architect is licensed in the State in which such Facility is located and has experience with the type and scope of the project for which he/she is being retained.

Award:  All compensation or other sums paid or received on a total or partial Condemnation.

Bankruptcy Code:  The United States Bankruptcy Code (11 U.S.C. § 101 et seq.), and any successor statute or legislation thereto.

BLS:  Bureau of Labor Statistics, U.S. Department of Labor.

Business Day:  Each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which national banks in the City of Los Angeles, California are authorized, or obligated, by law or executive order, to close.

Capital Additions:  With respect to any Facility, one or more new buildings, or one or more additional structures annexed to any portion of any of the Leased Improvements of such Facility, or the material expansion of existing Leased Improvements, which are constructed on any parcel or portion of the Land of such Facility during the Term including the construction of a new wing or new story, or the repair, replacement, restoration, remodeling or rebuilding of the existing Leased Improvements of such Facility or any portion thereof where the purpose and effect of such work is to provide a functionally new facility in order to provide services not previously offered in such Facility.

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Capital Project:  Repairs and replacements to the Leased Property, or any portion thereof, which are categorized under GAAP as a capital expense and not as an operating expense, but excluding any Planned Capital Refurbishment Projects.

Capital Project Costs:  All reasonable out-of-pocket cost incurred by Lessee in connection with a Capital Project.

Capital Stock:  Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a Person (other than a corporation).

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

Collateral:  As defined in Section 16.9.1.

Collateral Agent:  As defined in Section 16.9.2.

Commencement Date:  The date of this Lease.

Commercial Occupancy Arrangement:  Any commercial (as opposed to resident or patient) Occupancy Arrangement.

Condemnation:  The exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor or a voluntary sale or transfer by Lessor to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

Condemnor:  Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation.

Consolidated Net Worth:  At any time, with respect to any Person and its consolidated Subsidiaries, on a consolidated basis determined in accordance with GAAP, the Shareholders’ Equity of such Person and Subsidiaries, minus the goodwill and other intangible assets of such Person and Subsidiaries.

Controlling Person:  With respect to any entity, any (i) Person(s) which, directly or indirectly (including through one or more intermediaries), controls such entity, including any partners, shareholders, principals, members, trustees and/or beneficiaries of any such Person(s) to the extent the same control such entity, and (ii) Person(s) which controls, directly or indirectly (including through one or more intermediaries), any other Person that would constitute a Controlling Person pursuant to the foregoing clause (i).

Cost of Living Index:  The Consumer Price Index for All Urban Consumers, U.S. City Average (1982-1984 = 100), published by the BLS, or such other renamed index.  If the BLS changes the publication frequency of the Cost of Living Index so that a Cost of Living Index is not available to make a cost-of-living adjustment as specified herein, the cost-of-living adjustment shall be based on the percentage difference between the Cost of Living Index for the closest preceding month for which a Cost of Living Index is available and the Cost of Living

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Index for the comparison month as required by this Lease.  If the BLS changes the base reference period for the Cost of Living Index from 1982-84 = 100, the cost-of-living adjustment shall be determined with the use of such conversion formula or table as may be published by the BLS.  If the BLS otherwise substantially revises, or ceases publication of the Cost of Living Index, then a substitute index for determining cost-of-living adjustments, issued by the BLS or by a reliable governmental or other nonpartisan publication, shall be reasonably selected by Lessor.

Costs of the Planned Capital Refurbishment Projects:  All actual out-of-pocket costs actually incurred by Lessee pursuant to the provisions of this Lease (including all costs of design, construction, installation and obtaining all governmental approvals and permits) in connection with any Planned Capital Refurbishment Projects.

County:  With respect to each Facility, the County or Township in which the Leased Property of such Facility is located.

CPI Increase:  The percentage increase (rounded to two (2) decimal places), if any, in (i) the Cost of Living Index published for the month which is two (2) months prior to the commencement of the applicable Lease Year, over (ii) the Cost of Living Index published for the month which is two (2) months prior to the commencement of the immediately prior Lease Year.

Date of Taking:  The date the Condemnor has the right to possession of the property being condemned.

DPTA:  As defined in Section 47.4.

Emeritus:  Emeritus Corporation, a Washington corporation, and its successors by reason of merger, consolidation or other operation of law, in each case as permitted hereunder.

Environmental Costs:  As defined in Article XXXVII.

Environmental Laws:  Any and all applicable federal, state, municipal and local laws, statutes, ordinances, rules, regulations, binding and enforceable guidance or policies, orders, decrees, judgments, whether statutory or common law, as amended from time to time, now or hereafter in effect, or promulgated, pertaining to the environment, public health and safety and industrial hygiene, including the use, generation, manufacture, production, storage, release, discharge, disposal, handling, treatment, removal, decontamination, clean-up, transportation or regulation of  any Hazardous Substance, including the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Safe Drinking Water Act and the Occupational Safety and Health Act.

Event of Default:  As defined in Article XVI.

Existing Leases: As defined in Section 45.1.21

Extended Term:  With respect to each Facility, each of (a) a term, if any, of the duration set forth with respect to such Facility on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as

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applicable, under the heading “Lease Term — 1st Extension” and (b) a term, if any, of the duration set forth with respect to such Facility on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, under the heading “Lease Term — 2nd Extension”, in each case for which Lessee renews this Lease with respect to such Facility in accordance with Section 19.1.

Facility(ies):  Any one or more of the Pool 1 Facilities, the Pool 2 Facilities and/or the Pool 3 Facilities (including all of them collectively), as the context requires.

Facility Mortgage:  Any mortgage, deed of trust, deed to secure debt, or other security agreement encumbering the Leased Property, or any portion thereof, and securing an indebtedness of Lessor or any Affiliate of Lessor or any ground lease or other title retention agreement with respect to the Leased Property or any portion thereof.

Facility Mortgagee:  The holder or beneficiary of a Facility Mortgage and any other rights of the lender, credit party or lessor under the Facility Mortgage Documents.

Facility Mortgage Documents:  With respect to each Facility Mortgage and Facility Mortgagee, the applicable Facility Mortgage, loan or credit agreement, lease, note and collateral assignment instruments (including collateral assignments of this Lease) and other documents or instruments evidencing, securing or otherwise relating to the loan made, credit extended, or lease or other financing vehicle pursuant thereto that encumber Lessor’s interest in, or otherwise relate to or affect, this Lease or Lessee’s obligations hereunder.

Facility Mortgage Reserve Account:  As defined in Section 36.3.2.

Fair Market Rental:  With respect to each Facility, determined in accordance with the appraisal procedures set forth in Article XXXIV and this definition:  the fair market rental value of the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, assuming the same is exposed on the open market at the time of the appraisal and taking into account, among other relevant factors, the income generated by the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, but specifically excluding brokerage commissions and other Lessor payments that do not directly inure to the benefit of lessees.

Fair Market Value:  With respect to each Facility, the fair market value of the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, determined in accordance with the appraisal procedures set forth in Article XXXIV and this definition.  Fair Market Value shall be obtained by (i) assuming that the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, are unencumbered by this Lease and (ii) valuing the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof, for their highest and best use. In determining Fair Market Value in connection with a sale or transfer of the Leased Property and all Capital Additions of a Facility pursuant to the terms of this Lease, the positive or negative effect on the value of the Leased Property and all Capital Additions or applicable portion(s) thereof attributable to the interest rate, amortization schedule, maturity date, prepayment penalty and other terms and conditions of any encumbrance placed thereon by Lessor which will not be removed at or prior to the date of such sale or transfer shall be taken into account.

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Fixtures:  With respect to each Facility, the Fixtures (as defined in Article I) of such Facility.

GAAP:  U.S. generally accepted accounting principles.

General Contractor: With respect to each Planned Capital Refurbishment Project for a Facility, the general contractor selected by Lessee in connection with the construction/performance of such Planned Capital Refurbishment Project for such Facility, which general contractor shall have all required State and local licenses and permits, be bondable and have sufficient experience with the size, type and scope of such Planned Capital Refurbishment Project for such Facility.

Governmental Authority:  Any court, board, agency, administrative body, commission, office or other authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence having jurisdiction and enforcing regulatory control over the Facilities or Lessee (including, without limitation, any of the foregoing having jurisdiction over the ownership, operation, use or occupancy of any Leased Property).

Gross Revenues:  With respect to each Facility, all revenues received or receivable from or by reason of the operation of such Facility or any other use of the Leased Property of such Facility, Lessee’s Personal Property, Intangible Property (other than Lessee’s IP Intangibles), and all Capital Additions, including all revenues received or receivable for the use of or otherwise attributable to units, rooms, beds and other facilities provided, meals served, services performed (including ancillary services), space or facilities subleased or goods sold on or from the Leased Property and all Capital Additions of such Facility; provided, however, that Gross Revenues shall not include: (i) bad debt in accordance with GAAP; (ii) non-operating revenues such as interest income or income from the sale of assets not sold in the ordinary course of business; and (iii) federal, state or local excise taxes and any tax based upon or measured by such revenues, where any such federal, state or local excise tax is added to or made a part of the amount billed to the patient or other recipient of such services or goods, whether included in the billing or stated separately.  Gross Revenues for each Lease Year of such Facility shall reflect all cost report settlement adjustments, whether positive or negative, received in or payable during such Lease Year in accordance with GAAP relating to health care accounting, regardless of the year to which such settlement amounts are applicable; provided, however, that to the extent settlement amounts are applicable to years, or portions thereof, prior to the Commencement Date, such settlement amounts shall not be included in Gross Revenues for the Lease Year of such Facility in which such settlement amounts are received or paid.  Gross Revenues shall also include the Gross Revenues of any Occupant under a Commercial Occupancy Arrangement (i.e., the Gross Revenues generated from the operations conducted on or from such subleased, licensed or other used or occupied portion of the Leased Property and all Capital Additions of such Facility shall be included directly in the Gross Revenues); provided, however, that the rent received or receivable by Lessee from or under such Commercial Occupancy Arrangement shall be excluded from Gross Revenues for such purpose.

Guarantor:  Any guarantor from time to time of Lessee’s obligations pursuant to this Lease pursuant to a Guaranty.

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Guaranty:  Any written guaranty of Lessee’s obligations hereunder when executed and delivered by a Guarantor pursuant to the terms of this Lease, including Article XXIV.

Handling:  As defined in Article XXXVII.

Hazardous Substances:  Collectively, any petroleum, petroleum product or byproduct or any dangerous, toxic or hazardous substance, material or waste regulated or listed pursuant to any Environmental Law, but excluding pharmaceuticals and other health care products to the extent such pharmaceuticals and products: (i) are related to the Primary Intended Use; (ii) would not be considered “waste” under any Environmental Law other than “solid waste”; and (iii) are used in the ordinary course of business consistent with the Primary Intended Use and in compliance with Health Care Requirements.

HCP:  HCP, Inc., a Maryland corporation, and its successors and assigns.

Health Care Requirements: With respect to each Facility, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, standards, policies, judgments, decrees and injunctions or agreements, in each case regulating the establishment, construction, ownership, operation, use or occupancy of such Leased Property or any part thereof for its Primary Intended Use and all material permits, licenses and authorizations and regulations relating thereto, including all material rules, orders, regulations and decrees of and agreements with Governmental Authorities as pertaining to such Leased Property.

Impositions:  Collectively, all taxes, including capital stock, franchise, gross margins and other state, municipal and local taxes; ad valorem, sales, use, single business, gross receipts, net worth, transaction privilege, rent or similar taxes; assessments including assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term; rents and other payments under Superior Leases; water, sewer and other utility levies and charges; excise tax levies; fees including license, permit, inspection, authorization and similar fees; and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character, in the case of each of the foregoing, of Lessor (and of HCP as a result of its investment in Lessor), in respect of the Leased Property (including with respect to any tax parcel of which all or any portion of the Leased Property comprises any portion thereof), any Capital Additions and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Lessee, which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) Lessor or Lessor’s interest in the Leased Property or any Capital Additions, (ii) the Leased Property, any Capital Additions or any parts thereof, or any rent therefrom or any estate, right, title or interest therein, or (iii) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Leased Property, any Capital Additions or the leasing or use of the Leased Property, any Capital Additions or any parts thereof; provided, however, that nothing contained in this Lease shall be construed to require Lessee to pay (a) any tax or similar fee that is calculated based on net income, whether denominated as a franchise or capital stock or other tax) imposed on Lessor or any other Person (including on HCP), (b) any transfer tax of Lessor or any other Person except Lessee and its successors, (c) any tax or fee imposed with respect to the sale, exchange or other disposition by Lessor of any Leased Property, any Capital Additions or the

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proceeds thereof, or (d) except as expressly provided elsewhere in this Lease, any principal or interest or taxes on any indebtedness on the Leased Property for which Lessor is the obligor, except to the extent that any tax, fee, assessment, tax levy or charge, of the type described in any of clauses (a), (b), (c) or (d) above is levied, assessed or imposed in lieu of or as or as a substitute for any tax, fee assessment, levy or charge which is otherwise included in this definition of an “Imposition”.  Without limiting any of the foregoing, and for ease of administration, the attached Schedule 1 specifies the parties’ agreement with respect to certain Impositions for all states in which real property subject to this Lease is located.  The attached Schedule 1 will remain in effect for the listed Impositions for the listed states so long as the taxes incurred by Lessor (and by HCP as a result of its investment in Lessor) under the listed states’ taxing regimes do not change due to a change in any listed state’s tax statutes or changes in any state’s interpretation of existing state tax statutes, as applied to the taxation of REITs or REIT subsidiaries, and thereafter, the parties agree to cooperate to reasonably reconsider the appropriate allocations of such taxes hereunder, but without any obligation on Lessor or Lessee to agree to any amendment to this Lease as a result thereof.  The attached Schedule 1 is intended to clarify, where it may be uncertain, whether or not those taxes are income taxes.  All other Impositions are applicable to all states covered under this Lease.

Improvements:  As defined in Article I, or, with respect to any one or more specified Facility or Facilities, the Improvements (as defined in Article I) of such Facility or Facilities.

Indemnified Liabilities: As defined in Section 23.1.

Initial Appraisal Period: As defined in Section 34.1.

Initial Term:  Collectively, the Pool 1 Fixed Term, the Pool 2 Fixed Term, and the Pool 3 Fixed Term.

Insurance Premium Impound Account Trigger Event:  Any failure by Lessee to pay insurance premiums as and when required by Section 4.1 more than two (2) times during any twenty-four (24) month period.  Any Insurance Premium Impound Account Trigger Event shall continue for a period of twenty-four (24) months (provided that, if any additional failure to pay any such insurance premiums occurs in such twenty-four (24) month period, such period will restart upon the occurrence of such additional failure to pay such insurance premiums).

Insurance Requirements:  The terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy and of any insurance board, association, organization or company necessary for the maintenance of any such policy.

Intangible Property:  With respect to each Facility, all accounts, proceeds of accounts, rents, profits, income or revenues derived from the use of rooms or other space within the Leased Property of such Facility or the providing of services in or from the Leased Property and all Capital Additions of such Facility; documents, chattel paper, instruments, contract rights, deposit accounts, general intangibles, commercial tort claims, causes of action, now owned or hereafter acquired by Lessee (including any right to any refund of any Impositions) arising from or in connection with Lessee’s operation or use of the Leased Property and all Capital Additions

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of such Facility; all licenses and permits now owned or hereinafter acquired by Lessee, which are necessary or desirable for Lessee’s use of the Leased Property and all Capital Additions of such Facility for its Primary Intended Use, including, if applicable, any certificate of need or similar certificate; the right to use any trade name or other name associated with such Facility; and any and all third-party provider agreements (including Medicare and Medicaid).  Notwithstanding the foregoing to the contrary, in each instance in which “Intangible Property” is used in this Lease, to the extent that applicable Legal Requirements prohibit the use, assignment or other handling or treatment of any of the property, rights or other interests identified herein as “Intangible Property” in the manner described in or permitted or required by any such provision hereof, then such property, rights or other interests so restricted by applicable Legal Requirements shall be deemed not to be included as “Intangible Property” for the purposes of such provision.

Land:  As defined in Article I, or, with respect to each Facility, the Land (as defined in Article I) relating to such Facility.

Lease:  As defined in the preamble.

Lease Year:  Each period of twelve (12) full calendar months from and after the Commencement Date, unless the Commencement Date is a day other than the first (1st) day of a calendar month, in which case the first Lease Year shall be the period commencing on the Commencement Date and ending on the last day of the eleventh (11th) month following the month in which the Commencement Date occurs and each subsequent Lease Year shall be each period of twelve (12) full calendar months after the last day of the prior Lease Year.

Leased Improvements: As defined in Article I, or, with respect to each Facility, the Leased Improvements (as defined in Article I) of such Facility.

Leased Property:  As defined in Article I, or, with respect to each Facility, the Leased Property (as defined in Article I) of such Facility.

Leasehold FMV:  With respect to each Facility, the fair market value of Lessee’s leasehold interest relating to such Facility if exposed on the open market taking into account, among other relevant factors, the income generated from the Leased Property and any Capital Additions for such Facility (utilizing Lessee’s actual net operating income generated by the Leased Property and all Capital Additions of the subject Facility for the trailing twelve (12) whole calendar months immediately preceding the effective date of the subject Transfer), determined by appraisal in accordance with the appraisal procedures set forth in Article XXXIV.

Legal Requirements:  With respect to each Facility (a) all federal, state, county, municipal and other governmental statutes, laws (including all Health Care Requirements and Environmental Laws), rules, policies, guidance, codes, orders, regulations, ordinances, permits, licenses, covenants, conditions, restrictions, judgments, decrees and injunctions of any Governmental Authority, affecting the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions or the construction, use or alteration thereof, whether now or hereafter enacted and in force, including any which may (i) require repairs, modifications or alterations in or to the Leased Property, Lessee’s Personal Property and all Capital Additions, (ii) in any way adversely affect the use and enjoyment thereof, or (iii) regulate the transport,

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handling, use, storage or disposal or require the cleanup or other treatment of any Hazardous Substance, and (b) all covenants, agreements, restrictions, and encumbrances either now or hereafter of record or known to Lessee (other than encumbrances created by Lessor without the consent of Lessee except as otherwise expressly permitted hereunder) affecting the Leased Property.

Lessee:  As defined in the preamble.

Lessee’s IP Intangibles:  As defined in Section 16.9.

Lessee Parties:  Lessee, any Guarantor and any Subsidiary of Lessee or Guarantor.

Lessee’s Personal Property:  With respect to each Facility, all of Lessee’s right, title and interest in and to all computers, vehicles and consumables allocable or relating to such Facility, together with all replacements, modifications, alterations and substitutes therefor (whether or not constituting an upgrade) and any other Personal Property hereafter acquired by Lessee.

Lessor:  As defined in the preamble.

Lessor’s Personal Property:  As defined in Article I, or, with respect to each Facility, Lessor’s Personal Property (as defined in Article I) allocable or relating to such Facility.

Maintenance Program:  As defined in Section 9.4.

Major Capital Project:  As defined in Section 10.1.

Master Sublease:  With respect to any Facility, any Commercial Occupancy Arrangement with respect to more than ten percent (10%) of the square footage within such Facility in the aggregate to any Person and/or its Affiliates, directly or indirectly, or through one or more step transactions or tiered transactions (including subleases or sub-subleases).

Minimum Rent:  For each Lease Year, the sum of the then in effect Pool 1 Minimum Rent, Pool 2 Minimum Rent and Pool 3 Minimum Rent, to the extent that this Lease remains in effect for any Facilities in each of such groups, respectively, during the subject Lease Year.

Minimum Purchase Price:  With respect to each Facility at any given time, the sum of (i) the Allocated Initial Investment with respect to such Facility, plus (ii) any costs paid, funded or accrued by Lessor in connection with any capital projects (provided, that in no event shall Lessor have any obligation to provide or procure any financing for any such capital projects except as expressly provided in this Lease) with respect to such Facility.

Mold:  Mold, mildew, fungus or similar organisms in concentrations or quantities that could reasonably be considered to pose a threat to human health or that are otherwise hazardous or toxic or regulated pursuant to Environmental Law or Mold Remediation Requirements.

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Mold Condition:  The presence or suspected presence of Mold or any condition(s) that reasonably can be expected to give rise to or indicate the presence of Mold, including observed or suspected instances of water damage or intrusion, the presence of wet or damp wood, cellular wallboard, floor coverings or other materials, inappropriate climate control, discoloration of walls, ceilings or floors, or any notice from a Governmental Authority regarding the indoor air quality due to the presence of Mold at the Leased Property.

Mold Inspector:  An industrial hygienist certified by the American Board of Industrial Hygienists (“CIH”) or an otherwise qualified mold consultant selected by or otherwise reasonably acceptable to Lessor.

Mold Remediation Requirements:  The relevant provisions of the document Mold Remediation in Schools and Commercial Buildings (EPA 402-K-01-001, March 2001), published by the U.S. Environmental Protection Agency, as may be amended or revised from time to time, or any other applicable Legal Requirements, or Environmental Law relating to Mold or Mold Conditions.

New Lease:  As defined in Section 31.2.1.

New Lease Effective Date:  As defined in Section 31.2.1.

New Master Lease:  As defined in Section 31.3.

Non-Stable Facility:  Any Facility described as “Non-Stable” on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, under the heading “Stable/Non-Stable”.

Nonqualifying Income: As defined in Section 7.4.2.

Occupancy Arrangement:  Any sublease, license or other arrangement with a Person for the right to use, occupy or possess any portion of the Leased Property and/or any Capital Additions.

Occupant:  Any Person having rights of use, occupancy or possession under an Occupancy Arrangement.

OFAC:  As defined in Section 40.1(f).

OFAC Order:  As defined in Section 40.1(f).

Officer’s Certificate:  A certificate of Lessee signed by an officer authorized to so sign by its board of directors or by-laws or by equivalent governing documents or managers.

Orders:  As defined in Section 40.1(f).

Ordinary Minimum Rent Increase Amount:  As defined in Section 3.1.3.

Other Lease:  As defined in Section 31.3.

Other Leased Property:  As defined in Section 31.3.

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Other Purchase Agreement Facility:  Any facility acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement and leased by Lessee from Lessor or such Affiliate, except for any Facility.

Overdue Rate:  On any date, a rate equal to two percent (2%) above the Prime Rate, but in no event greater than the maximum rate then permitted under applicable law.

Payment Date:  Any due date for the payment of the installments of Minimum Rent or any other sums payable under this Lease.

PCA:  As defined in Section 9.3.

Permitted Encumbrances:  With respect to any Facility, easements, encumbrances, covenants, conditions and restrictions and other matters which affect the Leased Property which are of record or are created after the date hereof as permitted hereunder.

Permitted Affiliate Transaction: As defined in Section 24.1.12

Person:  Any individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other form of entity.

Personal Property:  With respect to each Facility, all machinery, furniture and equipment, including phone systems and computers, trade fixtures, inventory (including raw materials, work in process and finished goods), supplies and other tangible personal property used at the Leased Property and Capital Additions of such Facility for their Primary Intended Use, other than Fixtures.

Planned Capital Refurbishment Project:  As defined in Section 9.8.1.

Planned Capital Refurbishment Project Amount: As defined in Section 9.8.2.1.

Planned Capital Refurbishment Project Reserve: As defined in Section 9.8.2.1.

Planned Capital Refurbishment Project Schedule: As defined in Section 9.8.2.1.

Plans and Specifications: As defined in Section 9.8.3.

Pool(s):  As the context requires, any one or more of the Facility groupings set forth in on Exhibits A-1 through A-3 hereto, respectively as Pool 1, Pool 2 and Pool 3.

Pool 1 Facility(ies):  Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-1 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.

Pool 1 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the sixteenth (16th) Lease Year.

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Pool 1 Minimum Rent:  The sum of the Allocated Minimum Rent for all Pool 1 Facilities.

Pool 2 Facility(ies): Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-2 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.

Pool 2 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the fifteenth (15th) Lease Year.

Pool 2 Minimum Rent:  The sum of Allocated Minimum Rent for all Pool 2 Facilities.

Pool 3 Facility(ies): Any one or more of the facilities being (and to be) operated or proposed to be operated on the Leased Property (including all of them collectively), as the context requires, as more particularly described on Exhibit A-3 attached hereto and incorporated herein by this reference, together with any Capital Additions thereto.

Pool 3 Fixed Term:  The period of time commencing on the Commencement Date and ending at 11:59 p.m. Los Angeles time on the expiration of the fourteenth (14th) Lease Year.

Pool 3 Minimum Rent:  The sum of Allocated Minimum Rent for all Pool 3 Facilities.

Portfolio Acquisition:  As defined in Section 7.4.1.

Pre-Existing Projects:  As defined in Section 10.1.

Primary Intended Use:  With respect to each Facility, the licensed use(s) set forth under the heading “Primary Intended Use” on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto and incorporated herein by this reference with respect to such Facility, such other uses necessary or incidental to such use and any change to such Primary Intended Use approved by Lessor in accordance with Section 7.2.2 hereof.

Prime Rate:  On any date, a rate equal to the annual rate on such date announced by Bank of America, N.A. to be its prime, base or reference rate for ninety (90) day unsecured loans to its corporate borrowers of the highest credit standing but in no event greater than the maximum rate then permitted under applicable law.  If Bank of America, N.A. discontinues its use of such prime, base or reference rate or ceases to exist, Lessor shall designate the prime, base or reference rate of another state or federally chartered bank based in Los Angeles or New York to be used for the purpose of calculating the Prime Rate hereunder.

Prior Period Minimum Rent:   As to any Lease Year, the annual rate of Minimum Rent that was applicable immediately prior to the commencement of such Lease Year.  By way of illustration only, the Prior Period Minimum Rent applicable to Lease Year 2 shall equal the annual rate of Minimum Rent that was applicable as of the end of Lease Year 1.

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Project Budget:  As defined in Section 9.8.3.

Purchase Agreement:  That certain Purchase and Sale Agreement, dated as of October 16, 2012, by and among the entities constituting Seller (as defined therein), HCP and Emeritus.

Purchase Obligation Exercise:  As defined in Section 18.2.

Put Event:  With respect to any Facility an Event of Default hereunder arising pursuant to any of Sections 16.1(q), 16.1(b) through 16.1(e), 16.1(f) (arising out of (i) a breach or default by Lessee during the Term of any of its obligations or covenants pursuant to any of Sections 7.2.1, 7.2.2, 7.2.3, 7.2.5, 7.4, 37.1 or 37.2 or (ii) any other failure of Lessee to obtain and maintain all material licenses, permits and other authorizations to use and operate such Facility for its Primary Intended Use in accordance with all Legal Requirements), 16.1(k) relating to such Facility, 16.1(l) (arising out of a breach of any material representation or warranty of Lessee or any Guarantor in any such document relating to such Facility), 16.1(m) relating to such Facility and/or 16.1(o) relating to such Facility.  Notwithstanding that Lessor and Lessee have specifically defined a “Put Event” for the limited purpose of setting forth the circumstances under which Lessor shall be entitled to the remedy set forth in Section 16.5, in no event shall this definition derogate the materiality of any other Event of Default (including any Event of Default which does not constitute a Put Event) or otherwise limit Lessor’s rights and remedies upon the occurrence of any such Event of Default, including those rights and remedies set forth in Sections 16.2, 16.3, 16.4 and/or 16.9.

Real Estate Tax Impound Account Trigger Event:  A failure by Lessee to pay Impositions as and when required by Section 4.1 relating to real estate taxes more than two (2) times during any twenty-four (24) month period.  Any Real Estate Tax Impound Account Trigger Event shall continue for a period of twenty-four (24) months (provided that, if any additional failure to pay any such Impositions occurs in such twenty-four (24) month period, such period will restart upon the occurrence of such additional failure to pay such Impositions).

REIT:  A “real estate investment trust” within the meaning of Sections 856 through 860 of the Code.

REIT Requirements: As defined in Section 7.4.2.

Renewal Option Period: As defined in Section 19.1.

Rent:  Collectively, the Minimum Rent, Additional Charges and all other amounts payable under this Lease.

Replacement Reserve:  As defined in Section 9.5.1.

Required Governmental Approvals:  With respect to each Facility, all licenses, permits, accreditations, authorizations and certifications from any Governmental Authority which are material to or required for (i) the operation of such Facility and any Capital Addition thereto for its Primary Intended Use in accordance with all applicable, material Legal Requirements, including, without limitation, material state facility licenses, certificates of need,

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permits, provider agreements and accreditations or certifications from Medicare and/or Medicaid, and (ii) for any other use conducted on the Leased Property of such Facility and any Capital Additions thereto as may be permitted from time to time hereunder in accordance with all applicable, material Legal Requirements.

Required Maintenance Project:  As defined in Section 9.3.

Restricted Area:  As defined in Section 7.4.1.

SEC:  Securities and Exchange Commission.

Separated Property:  As defined in Section 31.2.

Separation Event:

(i)The sale, conveyance or other transfer by Lessor of all or any portion of its interest in the Leased Property of one (1) or more Facilities;

(ii)The sale, conveyance or other transfer of all or any portion of the stock, partnership, membership or other equity interests in Lessor;

(iii)Any financing by Lessor or any Affiliate of Lessor of all or any portion of its interests in the Leased Property of one (1) or more Facilities, including through a Facility Mortgage, the pledge of the stock, partnership, membership or other equity interests in Lessor or other means; or

(iv)The succession by any lender to Lessor or any Affiliate, whether directly or indirectly, to the interests of Lessor under this Lease, including through foreclosure or deed or other conveyance in lieu of foreclosure or in satisfaction of debt.

Shareholders’ Equity:  With respect to any Person, the shareholders’, members’ or partners,’ beneficiaries’ or other equity of such Person, determined on a consolidated basis in accordance with GAAP.

State:  Except as otherwise indicated herein, with respect to each Facility, the State or Commonwealth in which the Leased Property for such Facility is located.

Subsidiaries:  Corporations, partnerships, limited liability companies, business trusts or other legal entities with respect to which a Person owns, directly or indirectly (including through one or more intermediaries), more than fifty percent (50%) of the voting stock or partnership, membership or other equity interest, respectively.

Successor Operator:  As defined in Section 45.1.4.

Superior Lessor: The lessor under a Superior Lease.

Superior Lease: Those leases described on Schedule 36.4 attached hereto and made a part hereof.

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Target Property:  As defined in Section 18.3.

Term:  Each of the Pool 1 Fixed Term, Pool 2 Fixed Term and Pool 3 Fixed Term, as applicable and any Extended Terms thereof, as applicable, unless earlier terminated pursuant to the provisions hereof.

Third Appraiser:  As defined in Section 34.1.1.

Transfer:  As defined in Article XXIV.

Transfer Consideration:  With respect to any Transfer constituting a Master Sublease of a Facility, “Transfer Consideration” shall mean fifty percent (50%) of the positive difference, if any, between the Fair Market Rental and the Allocated Minimum Rent payable by Lessee under this Lease determined on a monthly basis with respect to such Facility, prorating such Allocated Minimum Rent as appropriate, if less than all of the applicable Facility is Master Subleased. Fifty percent (50%) of such positive difference shall be paid by Lessee to Lessor monthly when the Allocated Minimum Rent is due for such Facility; provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such Master Sublease exceed the Total Consideration (as hereinafter defined) payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such Master Sublease is a part. With respect to any other Transfer relating to any Facility or all Facilities (i.e., a Transfer other than pursuant to a Master Sublease), “Transfer Consideration” shall mean fifty percent (50%) of the positive Leasehold FMV of such Facility(ies); provided, however, that in no event shall the total Transfer Consideration to which Lessor is entitled in connection with any such other Transfer exceed the Total Consideration payable directly or indirectly to Lessee, to any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of the transaction(s) as to which such other Transfer is a part. As used herein, the term “Total Consideration” shall mean and include money and the fair market value of any services, property and other things of value, including payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like. For purposes of Section 24.1.2.2 and the payment of Transfer Consideration to Lessor as provided in this Lease, if any Transfer Consideration otherwise payable is due from and based on Total Consideration payable to Lessee, any Controlling Person(s) or to any other Person in exchange for, in connection with, related to or arising out of such Transfer as provided above, (a) where such Total Consideration is payable on a deferred basis (the “Deferred Total Consideration”), then the amount of the Transfer Consideration due from and based on any such Deferred Total Consideration shall be payable to Lessor as and when paid to Lessee, to any Controlling Person(s) or to any such other Person or (b) where such Total Consideration is payable in a form other than immediately available cash, then the amount of Transfer Consideration due from and based on the fair market value of such non-cash Total Consideration shall be payable to Lessor in the form of immediately available cash promptly following receipt by or credit to Lessee, any Controlling Person(s) or any such other Person of such non-cash Total Consideration. Lessee acknowledges and agrees that the terms under which Lessor is entitled to the payment of Transfer Consideration pursuant to this Lease and the amount thereof has been freely negotiated and represents a fair and equitable division with Lessor of the consideration payable in connection

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with a Transfer taking into account, among other things, Lessor’s investment in the Leased Property, the terms of this Lease and the inherent risks of owning and leasing real property.

Unsuitable for Its Primary Intended Use:  With respect to each Facility, a state or condition of such Facility such that by reason of damage or destruction or Condemnation, in the good faith judgment of Lessor, such Facility cannot be operated on a commercially practicable basis for its Primary Intended Use.

Year 1 Planned Capital Refurbishment Reserve Shortfall:  As defined in Section 9.8.2.1.

Year 2 Planned Capital Refurbishment Reserve Shortfall:  As defined in Section 9.8.2.1.

ARTICLE III.

3.1Rent.  Lessee shall pay to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, without offset or deduction, the amounts set forth hereinafter as Minimum Rent during the Term.  Payments of Minimum Rent shall be made by wire transfer of funds initiated by Lessee to Lessor’s account or to such other Person as Lessor from time to time may designate in writing.  For the avoidance of doubt, Lessee shall have no right to prepay all or any portion of the Rent hereunder prior to the Commencement Date.

3.1.1Minimum Rent.  From and after the Commencement Date and continuing through the Term, Lessee shall pay to Lessor Minimum Rent monthly, in advance on or before the first day of each calendar month, at an annual rate equal, in the aggregate, to the sum of the amounts set forth for all of the Facilities under the heading “Initial Annual Allocated Minimum Rent” on each of Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto, subject to the further provisions of this Section 3.1, and such Minimum Rent shall be allocated or attributed for certain purposes of this Lease to the Facilities in the respective amounts set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto.

3.1.2Intentionally Omitted.

3.1.3Rent Escalation.  Commencing on the day that is the first day after the expiration of each Lease Year during the Term, the Minimum Rent for the ensuing Lease Year shall be an amount equal to the sum of (x) the Prior Period Minimum Rent applicable to such Lease Year, plus (y) the product of (a) the Prior Period Minimum Rent applicable to such Lease Year and (b) a percentage equal to the greater of: (1) a percentage equal to the CPI Increase or (2) (i) if the ensuing Lease Year is the second Lease Year of the Term, four and four-tenths percent (4.4%), (ii) if the ensuing Lease Year is the third Lease Year, three and eight-tenths percent (3.8%), (iii) if the ensuing Lease Year is the fourth Lease Year, three and six-tenths percent (3.6%), (iv) if the ensuing Lease Year is the fifth Lease Year, three percent (3%), and (v) if the ensuing Lease Year is the sixth Lease Year, (X) in the case of the Allocated Minimum Rent with respect to any of the Non-Stable Facilities, the greater of (A) three percent (3%) and (B) the Fair Market Rental as determined in accordance with the appraisal procedures

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set forth in Article XXXIV herein and, if a Major Capital Project shall have been approved for such Non-Stable Facility in accordance with Section 10.1, as adjusted in accordance with the methodology approved in accordance with the final sentence of Section 10.1 (provided that the Allocated Minimum Rent with respect to any of the Non-Stable Facilities for the sixth Lease Year, as determined pursuant to this clause (X), shall not exceed an amount equal to the product of (1) the Prior Period Minimum Rent and (2) one hundred thirty percent (130%)), and (Y) in the case of the Allocated Minimum Rent with respect to any Facilities other than the Non-Stable Facilities, three percent (3%), and (vi) for any Lease Year thereafter, three percent (3%) (the Minimum Rent amount determined in accordance with the foregoing formula, to be known as the “Ordinary Minimum Rent Increase Amount”).  Notwithstanding the foregoing, in the case of the first Lease Year of any Extended Term, the Minimum Rent for such Lease Year shall equal the sum of (I) the Ordinary Minimum Rent Increase Amount and (II) fifty percent (50%) of the positive difference between (A) the Fair Market Rental as determined in accordance with the appraisal procedures set forth in Article XXXIV herein, and (B) the Ordinary Minimum Rent Increase Amount, but in no event shall the Minimum Rent for the first Lease Year of any Extended Term, as determined pursuant to this sentence, exceed an amount equal to the product of (X) the Prior Period Minimum Rent and (Y) one hundred six percent (106%).

3.1.4Rent Pro-Rations.  Notwithstanding any contrary provision of Section 3.1, (i) the first monthly payment of Minimum Rent shall be payable on the Commencement Date (prorated as to any partial calendar month at the beginning of the Term), (ii) the last monthly payment of Minimum Rent shall be prorated as to any partial calendar month at the end of the Term, and (iii) in the event that the first day of any calendar month is not a Business Day, then such payment shall be due on the next Business Day immediately following such first day of the subject calendar month.

3.2Additional Charges.  In addition to the Minimum Rent, (i) subject to Article XII regarding permitted contests, Lessee shall also pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions which Lessee assumes or agrees to pay under this Lease in accordance with the terms hereof; and (ii) in the event of any failure on the part of Lessee to pay any of those items referred to in clause (i) above, Lessee shall also promptly pay and discharge every fine, penalty, interest and cost which may be added for non-payment or late payment of such items (the items referred to in clauses (i) and (ii) above being referred to herein collectively as the “Additional Charges”), and Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Minimum Rent.

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3.3Late Payment of Rent.

LESSEE HEREBY ACKNOWLEDGES THAT LATE PAYMENT BY LESSEE TO LESSOR OF RENT WILL CAUSE LESSOR TO INCUR COSTS NOT CONTEMPLATED HEREUNDER, THE EXACT AMOUNT OF WHICH IS PRESENTLY ANTICIPATED TO BE EXTREMELY DIFFICULT TO ASCERTAIN.  ACCORDINGLY, IF ANY INSTALLMENT OF RENT OTHER THAN ADDITIONAL CHARGES PAYABLE TO A PERSON OTHER THAN LESSOR SHALL NOT BE PAID WITHIN FIVE (5) BUSINESS DAYS AFTER ITS DUE DATE, LESSEE WILL PAY LESSOR ON DEMAND A LATE CHARGE EQUAL TO THE LESSER OF (I) THREE PERCENT (3%) OF THE AMOUNT OF SUCH INSTALLMENT OR (II) THE MAXIMUM AMOUNT PERMITTED BY LAW.  THE PARTIES AGREE THAT THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE COSTS THAT LESSOR WILL INCUR BY REASON OF LATE PAYMENT BY LESSEE.  THE PARTIES FURTHER AGREE THAT SUCH LATE CHARGE IS RENT AND NOT INTEREST AND SUCH ASSESSMENT DOES NOT CONSTITUTE A LENDER OR BORROWER/CREDITOR RELATIONSHIP BETWEEN LESSOR AND LESSEE.  IN ADDITION, THE AMOUNT UNPAID, INCLUDING ANY LATE CHARGES, SHALL BEAR INTEREST AT THE OVERDUE RATE COMPOUNDED MONTHLY FROM THE DUE DATE OF SUCH INSTALLMENT TO THE DATE OF PAYMENT THEREOF, AND LESSEE SHALL PAY SUCH INTEREST TO LESSOR ON DEMAND.  THE PAYMENT OF SUCH LATE CHARGE OR SUCH INTEREST SHALL NOT CONSTITUTE WAIVER OF, NOR EXCUSE OR CURE, ANY DEFAULT UNDER THIS LEASE, NOR PREVENT LESSOR FROM EXERCISING ANY OTHER RIGHTS AND REMEDIES AVAILABLE TO LESSOR.

LESSOR’S INITIALS:    KY  

LESSEE’S INITIALS:     EM  

3.4Net Lease.  This Lease is and is intended to be what is commonly referred to as a “net, net, net” or “triple net” lease.  The Rent shall be paid absolutely net to Lessor, so that this Lease shall yield to Lessor the full amount or benefit (as applicable), of the installments of Minimum Rent and Additional Charges throughout the Term.

3.5Personal Property.Lessor and Lessee agree that the fair market value of Lessor’s Personal Property leased hereunder does not exceed fifteen percent (15%) of the total fair market value of all property leased hereunder (including real property, improvements, fixtures and personal property).

ARTICLE IV.

4.1Impositions.

4.1.1Subject to Article XII regarding permitted contests, Lessee shall pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost is added for nonpayment.  Lessee shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments.  Subject to Article XII regarding permitted contests, Lessee’s obligation to pay

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Impositions shall be absolutely fixed upon the date such Impositions become a lien upon the Leased Property, any Capital Additions or any part(s) thereof.  If any Imposition may, at the option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue on the unpaid balance of such Imposition, Lessee may pay the same, and any accrued interest on the unpaid balance of such Imposition, in installments as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto.

4.1.2Lessor shall prepare and file all tax returns, extensions and reports in compliance with all material Legal Requirements with respect to Lessor’s net income, gross receipts, franchise taxes and taxes on its capital stock; provided, that if Lessee would have any liability for such taxes, as Impositions or otherwise, Lessor shall submit the relevant returns, extensions and/or reports to Lessee at least fifteen (15) days prior to the due date for such returns, extensions and/or reports in order to provide Lessee the opportunity to review such returns, extensions and/or reports and the allocations of any Impositions set forth therein, and Lessor shall not file such returns, extensions and/or reports without the prior written consent of Lessee, not to be unreasonably withheld.  Lessee shall prepare and file all other tax returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property, all Capital Additions, Lessee’s Personal Property and Intangible Property. Any refund due from any taxing authority in respect of any Imposition paid by Lessee shall be paid over to or retained by Lessee for so long as no Event of Default shall have occurred hereunder and be continuing.  For so long as no Event of Default shall have occurred hereunder and be continuing, any refund shall be paid over to or retained by Lessor and applied to the payment of Lessee’s obligations under this Lease in such order of priority as Lessor shall determine.

4.1.3Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property and all Capital Additions as may be necessary to prepare any required returns and reports.  If any property covered by this Lease is classified as personal property for tax purposes, Lessee, to the extent required to comply with Legal Requirements, shall file all personal property tax returns in such jurisdictions in compliance with all material Legal Requirements. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property.  Where Lessor is legally required to file personal property tax returns and to the extent practicable, Lessee shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Lessee to file a protest.

4.1.4Lessee may, upon notice to Lessor, at Lessee’s option and at Lessee’s sole cost and expense, protest, appeal, or institute such other proceedings as Lessee may deem appropriate to effect a reduction of real estate or personal property assessments and Lessor, at Lessee’s expense as aforesaid, shall reasonably cooperate with Lessee in such protest, appeal, or other action but at no cost or expense to Lessor.  Billings for reimbursement by Lessee to Lessor of personal property or real property taxes shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property with respect to which such payments are made.

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4.1.5Lessor shall give prompt notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor has knowledge (including, without limitation, those in respect of which Lessor has received written notice), but Lessor’s failure to give any such notice shall in no way diminish Lessee’s obligations hereunder to pay such Impositions.

4.1.6Impositions imposed or assessed in respect of the tax-fiscal period during which the Term terminates with respect to any Facility shall be adjusted and prorated between Lessor and Lessee with respect to such Facility, whether or not such Imposition is imposed or assessed before or after such termination, and Lessee’s obligation to pay its prorated share thereof shall survive such termination with respect to such Facility.

4.2Utility Charges.  Lessee shall pay or cause to be paid all charges for electricity, power, gas, oil, water and other utilities used in the Leased Property and all Capital Additions.  Lessee shall also pay or reimburse Lessor for all out-of-pocket costs and expenses of any kind whatsoever which at any time with respect to the Term hereof may be imposed against Lessor by reason of any of the covenants, conditions and/or restrictions affecting the Leased Property, any Capital Additions and/or any part(s) thereof, or with respect to easements, licenses or other rights over, across or with respect to any adjacent or other property which benefits the Leased Property and/or any Capital Additions, including any and all out-of-pocket costs and expenses associated with any utility, drainage and parking easements.

4.3Insurance Premiums.  Lessee shall pay or cause to be paid all premiums for the insurance coverage required to be maintained by Lessee hereunder.

4.4Impound Accounts.

4.4.1Upon the occurrence and during the continuance of a Real Estate Tax Impound Account Trigger Event, Lessee shall deposit, at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12th) of Lessee’s estimated annual Impositions relating to real estate taxes, of every kind and nature, required pursuant to Section 4.1 in a segregated, interest bearing tax impound account as directed by Lessor.  Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order or priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent.  Nothing in this Section 4.4.1 shall be deemed to affect any other right or remedy of Lessor hereunder.

4.4.2Upon the occurrence and during the continuance of an Insurance Premium Impound Account Trigger Event, Lessee shall deposit at the time of any payment of Minimum Rent, an amount equal to one-twelfth (1/12th) of Lessee’s estimated annual insurance premiums required pursuant to Section 4.3 in a segregated, interest bearing insurance impound account as directed by Lessor.  Such amounts shall be applied to the payment of the obligations in respect of which said amounts were deposited in such order or priority as Lessor shall determine, on or before the respective dates on which the same or any of them would become delinquent.  Nothing in this Section 4.4.2 shall be deemed to affect any other right or remedy of Lessor hereunder.

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4.4.3No amount deposited with Lessor or into an impound account established pursuant to this Section 4.4 shall be or be deemed to be escrow or trust funds, provided that all amounts deposited with Lessor shall be held in segregated, interest-bearing accounts as designated by and under the control of Lessor.  Lessee shall be entitled to have interest earned on funds deposited into an impound account established pursuant to this Section 4.4 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any such interest earned on such deposits).  Any amounts deposited with Lessor or contained in any impound account established pursuant to this Section 4.4 shall be solely for the protection of Lessor and the Leased Property and entail no responsibility on Lessor’s part beyond the timely application of such amounts as provided above.  The cost of administering any impound accounts shall be paid by Lessee.  In the event of a transfer of Lessor’s interest in the Leased Property of any Facility or an assignment of Lessor’s interest in this Lease with respect to any Facility, Lessor shall transfer to the transferee the amounts deposited by Lessee in any impound account established by Lessor pursuant to this Section 4.4 with respect to such Facility and thereupon shall, without any further agreement between the parties, be released by Lessee from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of such amounts to such a transferee/assignee.  The amounts deposited by Lessee (or by a transferee of Lessor’s interest, as described above) in any impound account established by Lessor pursuant to this Section 4.4 may also be assigned as security in connection with a Facility Mortgage, provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee.  Nothing contained in this Section 4.4.3 shall be deemed to affect any other right or remedy of Lessor hereunder.

4.5Tax Service.  During the Term, to the extent in Lessee’s possession, Lessee shall provide Lessor with copies of reports provided by a third party tax reporting service or consultant monitoring the timely payment of Impositions by Lessee under this Lease promptly upon Lessor’s request for such reports, but in no event more frequently than quarterly.  Notwithstanding the foregoing, Lessor shall retain the right at any time during the Term, at its election and expense, to separately engage a third party tax reporting service or consultant for the purpose of monitoring the timely payment of Impositions by Lessee under this Lease and Lessee shall reasonably cooperate with Lessor and any such a third party tax reporting service or consultant engaged by Lessor.

ARTICLE V.

5.1No Termination, Abatement, etc.  Except as otherwise specifically provided in this Lease, Lessee shall remain bound by this Lease in accordance with its terms and shall not seek or be entitled to any abatement, deduction, deferment or reduction of Rent, or set-off against the Rent.  Except as otherwise specifically provided in this Lease, the respective obligations of Lessor and Lessee shall not be affected by reason of (i) any damage to or destruction of the Leased Property, any Capital Additions and/or any part(s) thereof from whatever cause and/or any Condemnation of the Leased Property, any Capital Additions and/or any part(s) thereof; (ii) the lawful or unlawful prohibition of, or restriction upon, Lessee’s use of the Leased Property, any Capital Additions and/or any part(s) thereof, or the interference with such use by any Person (other than Lessor in contravention of this Lease) or by reason of eviction by paramount title; (iii) any claim that Lessee has or might have against Lessor by

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reason of any default or breach of any warranty by Lessor hereunder or under any other agreement between Lessor and Lessee or to which Lessor and Lessee are parties (except, and then only to the extent that, Lessor’s actions materially and adversely impair Lessee’s use or operation of a Facility in contravention of this Lease); (iv) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor; or (v) for any other cause, whether similar or dissimilar to any of the foregoing, other than a discharge of Lessee from any such obligations as a matter of law.  Lessee hereby specifically waives all rights arising from any occurrence whatsoever which may now or hereafter be conferred upon it by law (a) to modify, surrender or terminate this Lease or quit or surrender the Leased Property, any Capital Additions and/or any part(s) thereof; or (b) which may entitle Lessee to any abatement, reduction, suspension or deferment of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease.  The obligations of Lessor and Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default.

5.2Termination with Respect to Fewer than All of the Facilities.  Wherever in this Lease the action of terminating the Lease with respect to any Facility (or action of similar import) is discussed, such action shall mean the termination of Lessee’s rights in and to the Leased Property relating to such Facility.  Notwithstanding anything in this Lease to the contrary, if this Lease shall expire or be terminated by Lessor or Lessee with respect to any Facility in accordance with the terms and provisions of this Lease, such expiration or termination shall not affect the applicable Term of this Lease with respect to the balance of the Facilities not so expiring or being terminated, and this Lease shall continue in full force and effect with respect to each other such Facility, except that the total Minimum Rent payable hereunder shall be reduced by the amount of Allocated Minimum Rent with respect to such Facility as to which this Lease has so expired or been terminated.  Nothing contained in this Section 5.2 shall serve in any way (a) to limit Lessor’s ability, pursuant to and solely in accordance with Section 16.2 below, to terminate this Lease with respect to any or all of the Facilities if an Event of Default shall have occurred under this Lease, regardless of whether such Event of Default emanated primarily from a single Facility, or (b) in the event of a termination because of an Event of Default, to recover damages or otherwise exercise its remedies with respect to such Facility(ies) as provided in Article XVI.

ARTICLE VI.

6.1Ownership of the Leased Property.  Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has the right to the exclusive possession and use of the Leased Property only upon the terms and conditions of this Lease.  Upon the expiration or earlier termination of this Lease with respect to any Facility, Lessee shall, at its expense, repair and restore the Leased Property relating to such Facility to the condition required by Section 9.1.4.

6.2Personal Property.  During the Term, Lessee shall, as necessary to operate and maintain each Facility in accordance with all material terms of this Lease, and at its expense,

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install, affix or assemble or place on any parcels of the Land or in any of the Leased Improvements, any items of Lessee’s Personal Property and replacements thereof which shall be the property of and owned by Lessee.  Except as provided in Sections 6.3 and 16.9, Lessor shall have no rights to Lessee’s Personal Property or Intangible Property.  With respect to each Facility, Lessee shall provide and maintain during the entire Term applicable to such Facility all Personal Property necessary in order to operate such Facility (i) in compliance with all Required Governmental Approvals, and (ii) in material compliance with all Legal Requirements and all Insurance Requirements and otherwise in accordance with customary practice in the industry for the Primary Intended Use.

6.3Transfer of Personal Property and Capital Additions to Lessor.  Upon the expiration or earlier termination of this Lease with respect to any Facility, all Capital Additions not owned by Lessor shall become the property of Lessor, free of any encumbrance, and all or any portion of Lessee’s Personal Property (including motor vehicles used to transport residents/patients, but excluding, for the avoidance of doubt, Lessee’s Intangible Property) relating to such Facility shall, if so elected by Lessor, become the property of Lessor, free of any encumbrance, and Lessee shall execute all documents and take any actions reasonably necessary to evidence such ownership and discharge any encumbrance thereon.  If Lessor does not so elect to acquire any portion of the Lessee’s Personal Property, Lessee shall remove any such items of Lessee’s Personal Property that Lessor has not so elected to acquire upon such expiration or earlier termination of this Lease.  Notwithstanding the foregoing or anything to the contrary in this Lease, upon the expiration or earlier termination of this Lease with respect to any Facility, Lessor shall not be obligated to reimburse Lessee for any replacements, rebuildings, alterations, additions, substitutions, and/or improvements that are surrendered as part of or with the Leased Property or Capital Additions of such Facility.

ARTICLE VII.

7.1Condition of the Leased Property.  Lessee acknowledges receipt and delivery of possession of the Leased Property and confirms that Lessee has examined and otherwise has knowledge of the condition of the Leased Property prior to the execution and delivery of this Lease and has found the same to be in good order and repair, free from Hazardous Substances not in compliance with Legal Requirements, and satisfactory for its purposes hereunder.  Regardless, however, of any examination or inspection made by Lessee and whether or not any patent or latent defect or condition was revealed or discovered thereby, Lessee is leasing the Leased Property “AS IS” in its present condition.  Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property including any defects or adverse conditions not discovered or otherwise known by Lessee as of the date hereof.  EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS TITLE, FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, OR THE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, MOLD OR MOLD CONDITION, IT BEING AGREED THAT ALL SUCH RISKS, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY LESSEE INCLUDING ALL RESPONSIBILITY AND LIABILITY FOR ANY (I) ENVIRONMENTAL REMEDIATION

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AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS AND (II) MOLD REMEDIATION AND COMPLIANCE WITH ALL MOLD REMEDIATION REQUIREMENTS.

7.2Use of the Leased Property.

7.2.1Lessee covenants that it will obtain and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) all Required Governmental Approvals with respect to each Facility (including for any Capital Additions to such Facility).

7.2.2Lessee shall use or cause to be used the Leased Property, all Capital Additions and the improvements thereon of each Facility only for the Primary Intended Use of such Facility and for no other uses, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use.  No change to the Primary Intended Use of any Facility shall be permitted hereunder without the prior written consent of Lessor, which consent may be granted or withheld in Lessor’s reasonable discretion.

7.2.3Subject to any reasonable interruptions in operations as a result of (i) casualty or condemnation and the restoration thereof in accordance with the applicable provisions of Section 14 and/or Section 15 hereof, or (ii) the remediation of any environmental condition in accordance with the applicable provisions of Section 37.3 hereof, Lessee shall operate continuously the entire Leased Property and all Capital Additions of each Facility in accordance with the Primary Intended Use of such Facility.  Lessee shall devote the entirety of each Facility and all Capital Additions thereto to the Primary Intended Use, except for areas reasonably required for office, storage space or ancillary service uses incidental to the Primary Intended Use.  Lessee shall not modify the services offered or take any other action (e.g., removing patients or residents from any Facility or directing patients or residents, or prospective patients or residents, to another facility) which would materially reduce Gross Revenues or the Fair Market Value of any Facility.

7.2.4Lessee shall conduct its business at each Facility in conformity with standards that meet or exceed the standards of such Facility’s operations as of the Commencement Date and in a manner consistent with normal and customary standards of patient or resident care practice (as the same may change from time to time during the Term) provided in similar facilities in the State.

7.2.5Lessee shall not commit any physical waste on the Leased Property and/or on or to any Capital Additions.

7.2.6Lessee shall not permit the Leased Property, any Capital Additions, or any part(s) thereof, or Lessee’s Personal Property, to be used in such a manner as (i) is reasonably likely to impair Lessor’s title thereto or to any portion thereof or (ii) may make reasonably likely a claim of adverse use or possession, or an implied dedication of the Leased Property, any Capital Additions or any part(s) thereof.

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7.3Lessor to Grant Easements, Etc.  Lessor shall, from time to time so long as no Event of Default has occurred and is continuing, at the request of Lessee and at no cost or expense to Lessor, but subject to the approval of Lessor, which approval shall not be unreasonably withheld or delayed, (i) grant easements and other rights in the nature of easements; (ii) release existing easements or other rights in the nature of easements which are for the benefit of the Leased Property; (iii) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes; (iv) execute petitions to have the Leased Property annexed to any municipal corporation or utility district; (v) execute amendments to any covenants, conditions and restrictions affecting the Leased Property; and (vi) execute and deliver to any Person any instrument appropriate to confirm or effect such grants, releases, dedications and transfers to the extent of its interest in the Leased Property, but only upon delivery to Lessor of an Officer’s Certificate stating that such grant release, dedication, transfer, petition or amendment is reasonably necessary for the use, maintenance and/or operation of the Leased Property and would not be reasonably expected to materially reduce the value of the Leased Property.

7.4Preservation of Facility Value.  Lessee acknowledges that a fair return to Lessor on its investment in the Leased Property is dependent, in part, on the concentration on the Leased Property and all Capital Additions during the Term of, as applicable, the senior housing businesses of the Lessee Parties in the geographical area of the Leased Property.  Lessee further acknowledges that diversion of residents and/or patients, as applicable, from any Facility to other facilities and/or reemployment by Lessee of management or supervisory personnel working at any Facility following the expiration or earlier termination of this Lease at other facilities owned, operated or managed, whether directly or indirectly, by the Lessee Parties could reasonably be expected to have a material adverse impact on the value and utility of the Leased Property and all Capital Additions.  Accordingly, Lessor and Lessee agree as follows:

7.4.1Other than as set forth below, during the Term, none of the Lessee Parties, directly or indirectly, shall operate, own, manage or have any ownership interest in any other facility providing services or similar goods to those provided in connection with any Facility and its Primary Intended Use, within a five (5) mile radius outward from the outside boundaries of the Land on which any Facility is located (the area lying within such five (5) mile radius, the “Restricted Area”).  All distances shall be measured on a straight line rather than on a driving distance basis.  In the event that any portion of such other facility is located within the Restricted Area, the entire facility shall be deemed located within the Restricted Area.  Notwithstanding the foregoing, this Section 7.4.1 shall not be deemed violated (i) with respect to facilities owned, leased or managed by Emeritus or its Affiliates as of the date of this Lease, (ii) with respect to facilities owned, leased or managed by Lessor or any Affiliate of Lessor that are transferred by Lessor to Lessee from time to time, and (iii) if any Lessee Party’s interest in a facility located within a five (5) mile radius outward from the outside boundaries of the Land shall arise by virtue of any Lessee Party’s acquisition of the operation, ownership, management or other ownership interest in a portfolio, directly or indirectly, by operation of law or otherwise, and less than twenty percent (20%) of the facilities in such portfolio are located within a five (5) mile radius outward from the outside boundaries of the Land (such acquisition, a “Portfolio Acquisition”).  Notwithstanding the foregoing, in the event that any Lessee Party consummates a Portfolio Acquisition, Lessor may, at Lessor’s election, require that Lessee or the applicable Lessee Party sell, dispose of or cease to manage, or transfer the management of, as applicable,

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any facility located within the Restricted Area acquired as part of a Portfolio Acquisition, to a non-Affiliate of Lessee or such Lessee Party within twenty-four (24) months of the consummation of the Portfolio Acquisition.  Without limiting any of Lessor’s other rights and remedies hereunder, at law or in equity in respect thereof, in the event of a breach by a Lessee Party under this Section 7.4 by virtue of the operation, ownership, or management of, or an ownership interest in, or the failure to sell, dispose of or cease to manage, or transfer the management of, as applicable, any facility lying within the Restricted Area, then unless and until such Lessee Party sells, disposes of or ceases to manage, or transfers the management of, as directed by Lessor, such facility to a non-Affiliate of such Lessee Party, then Lessee shall pay to Lessor each month as an Additional Charge under this Lease (in addition to Minimum Rent and all other Additional Charges payable hereunder) an amount equal to five percent (5%) of the gross revenue of such facility for such month (calculated as if such facility were a Facility).  For the avoidance of doubt, no Lessee Party shall be in breach under this Section 7.4 by reason of any facility located within the Restricted Area acquired as part of a Portfolio Acquisition permitted hereunder, and no such Additional Charge shall be due or payable with respect to any such facility, unless and until Lessee fails to sell, dispose of or cease to manage, or transfer the management of, such facility prior to the expiration of the twenty-four (24) month period described above following Lessor’s election to require that Lessee dispose of such facility.

7.4.2Notwithstanding any provision of this Lease to the contrary, in the event that counsel or independent accountants for Lessor determine that there exists a material risk that any amounts due to Lessor under Section 7.4.1 would be treated as gross income for purposes of section 856 of the Code that is not described in section 856(c)(2) or 856(c)(3) of the Code, as applicable (such gross income, “Nonqualifying Income”) to Lessor (or its direct or indirect owner that is a REIT), the amount paid to Lessor pursuant to this Agreement in any taxable year of Lessor shall not exceed the maximum amount that can be paid to Lessor in such year without causing Lessor (or its direct or indirect owner that is a REIT) to fail to meet the requirements applicable to REITs under the Code (the “REIT Requirements”) for such year, determined as if the payment of such amount were Nonqualifying Income.  If the amount payable for any taxable year of Lessor under the preceding sentence is less than the amount that otherwise would be payable to Lessor pursuant to this Lease (the amount of such deficit, the “Expense Amount”), then: (A) Lessor shall deposit such Expense Amount in escrow with an escrow agent mutually satisfactory to Lessor and Lessee under an escrow agreement conforming to the terms of this paragraph; and (B) Lessor shall not be entitled to any such Expense Amount, unless and until Lessor delivers to the escrow agent, at the sole option of Lessor, (i) an opinion of Lessor’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter from Lessor’s independent accountants indicating the maximum amount that can be paid at that time to Lessor without causing Lessor (or its direct or indirect owner that is a REIT) to fail to meet the REIT Requirements for any relevant taxable year, in which case Lessor shall be paid such maximum amount, or (iii) a private letter ruling issued by the Internal Revenue Service indicating that the receipt of any Expense Amount hereunder will not cause Lessor (or its direct or indirect owner that is a REIT) to fail to satisfy the REIT Requirements.  Lessee’s and escrow holder’s obligation to pay any Expense Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to Lessee and Lessee shall have no obligation to make any further payments to Lessor with respect to such Expense Amounts notwithstanding that such Expense Amounts have not been paid as of such date.  For all purposes of this Lease,

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(i) Lessor releases Lessee from any claims that may arise from actions taken by Lessee at the request of Lessor or its agent under this Section 7.4.2, and (ii) Lessor’s right to receive Expense Amounts shall be limited to the amounts in escrow and Lessee shall have no obligation to make any further payments to Lessor with respect to such Expense Amounts.

7.4.3Except as is necessary (a) to provide residents or patients with an alternative level of care not available at a Facility, (b) as the result of the failure of the applicable resident or patient to pay Lessee for his or her stay at a Facility, or (c) to ensure the health and welfare of other residents of a Facility, at any time during the last three (3) years of the applicable Initial Term and of any Extended Terms, with respect to any or all of the Facilities, Lessee shall not, without the prior written consent of Lessor, which consent may be given or withheld in Lessor’s reasonable discretion, recommend or solicit the removal or transfer of more than three percent (3%) of the total residents or patients at any Facility to any other facility (including any other Facility that is subject to this Lease).

ARTICLE VIII.

8.1Compliance with Legal and Insurance Requirements, Instruments, Etc.  Subject to Article XII regarding permitted contests, Lessee, at no expense to Lessor, shall promptly (i) comply with all material Legal Requirements and material Insurance Requirements regarding the use, operation, maintenance, repair and restoration of the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions whether or not compliance therewith may require structural changes in any of the Leased Improvements or any Capital Additions or interfere with the use and enjoyment of the Leased Property and (ii) procure and maintain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, cause such Affiliate to obtain and maintain) and comply with (and cause any such Affiliate to comply with) all Required Governmental Approvals.  At any time following the occurrence and during the continuance of an Event of Default, Lessor may, but shall not be obligated to, enter upon the Leased Property and all Capital Additions and take such actions and incur such costs and expenses to effect such compliance as it deems advisable (exercising its commercially reasonable judgment) to protect its interest in the Leased Property and all Capital Additions, and Lessee shall reimburse Lessor for all such costs and expenses so incurred by Lessor in connection with such actions.  Lessee covenants and agrees that the Leased Property, Lessee’s Personal Property, Intangible Property and all Capital Additions shall not be used for any unlawful purpose.

ARTICLE IX.

9.1Maintenance and Repair.

9.1.1Lessee shall, at no expense to Lessor, maintain the Leased Property, and every portion thereof, Lessee’s Personal Property and all Capital Additions, and all private roadways, sidewalks and curbs appurtenant to the Leased Property, and which are under Lessee’s control in good order and repair (to the extent necessary to maintain continued operation of the same in a manner consistent with the standard set forth in Section 7.2.4) whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use, the elements or

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the age of the Leased Property, Lessee’s Personal Property and all Capital Additions, and, with reasonable promptness, Lessee shall make or cause to be made all necessary and appropriate repairs thereto of every kind and nature, including those necessary to comply with changes in any material Legal Requirements, subject to Article XII regarding permitted contests, whether interior or exterior, structural or non-structural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the Commencement Date.  All repairs shall be at least equivalent in quality to the original work.  Lessee will not take any action the taking of which would reasonably be expected to materially impair the value or the usefulness of the Leased Property, any Capital Additions, or any part(s) thereof for continued operation thereof, in a manner consistent with the standard set forth in Section 7.2.4, for the Primary Intended Use.

9.1.2Lessor shall not under any circumstances be required to (i) build or rebuild any improvements on the Leased Property or any Capital Additions; (ii) make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property, whether ordinary or extraordinary, structural or non-structural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto; or (iii) maintain the Leased Property or any Capital Additions in any way.  Lessee hereby waives, to the extent permitted by law, the right to make repairs at the expense of Lessor pursuant to any law in effect at the time of the execution of this Lease or hereafter enacted.

9.1.3Nothing contained in this Lease and no action or inaction by Lessor shall be construed as (i) constituting the consent or request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other property for the construction, alteration, addition, repair or demolition of or to the Leased Property, any Capital Additions or any part(s) thereof; or (ii) giving Lessee any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Lessor in respect thereof or to make any agreement that may create any right, title, interest, lien, valid claim or other encumbrance upon the estate of Lessor in the Leased Property, any Capital Additions or any part(s) thereof other than Permitted Encumbrances and inchoate mechanics liens resulting from work permitted to be done at the Leased Properties in accordance with this Lease, subject to the terms hereof with respect thereto.

9.1.4Unless Lessor shall convey any of the Leased Property to Lessee pursuant to the provisions of this Lease, Lessee shall, upon the expiration or earlier termination of the Term, vacate and surrender the Leased Property, Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor elects to acquire, and all Capital Additions to Lessor in the condition in which the Leased Property was originally received from Lessor and such Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) and any Capital Additions were originally introduced to each Facility, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear.

9.2Encroachments, Restrictions, Mineral Leases, Etc.  If any of the Leased Improvements or Capital Additions shall, at any time, encroach upon any property, street or right-of-way, or shall violate any restrictive covenant or other agreement affecting the Leased

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Property, any Capital Additions or any parts thereof, or shall impair the rights of others under any easement or right-of-way to which the Leased Property is subject, or the use of the Leased Property or any Capital Additions is impaired, limited or interfered with by reason of the exercise of the right of surface entry or any other provision of a lease or reservation of any oil, gas, water or other minerals (provided that nothing in this Section 9.2 shall derogate from the provisions contained in the last paragraph of Section 1.1), then promptly upon the request of Lessor or any Person affected by any such encroachment, violation or impairment, Lessee, at its sole cost and expense, but subject to its right to contest the existence of any such encroachment, violation or impairment, shall protect, indemnify, save harmless and defend Lessor and its Affiliates from and against all losses, liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including reasonable attorneys’, consultants’ and experts’ fees and expenses) based on or arising by reason of any such encroachment, violation or impairment.  In the event of an adverse final determination with respect to any such encroachment, violation or impairment, Lessee shall either (i) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee; or (ii) make such changes in the Leased Improvements and any Capital Addition, and take such other actions, as Lessee in the good faith exercise of its judgment deems reasonably practicable, to remove such encroachment or to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements or any Capital Addition, and in any event take all such actions as may be necessary in order to be able to continue the operation of the Leased Improvements and any Capital Addition for the Primary Intended Use substantially in the manner and to the extent the Leased Improvements and Capital Additions were operated prior to the assertion of such encroachment, violation or impairment.  Lessee’s obligations under this Section 9.2 shall be in addition to and shall in no way discharge or diminish any obligation of any insurer under any policy of title or other insurance and, to the extent the recovery thereof is not necessary to compensate Lessor for any damages incurred by any such encroachment, violation or impairment, Lessee shall be entitled to a credit for any sums recovered by Lessor under any such policy of title or other insurance.

9.3Deferred Maintenance.  Within three (3) months before or after the date that is twenty-four (24) months prior to the expiration of the Term and any Extended Term, Lessor shall obtain, at Lessor’s cost, updated property condition assessments (each a “PCA”) for each of the Facilities.  Based on the PCAs, Lessor shall (i) identify to Lessee items of deferred maintenance existing at the Facilities, if any (each a “Required Maintenance Project”), and (ii) propose to Lessee the Annual Minimum Capital Project Amount for the next succeeding Extended Term, if applicable.  Lessor shall provide Lessee with written notice detailing any Required Maintenance Projects and the proposed new Annual Minimum Capital Project Amount within a reasonable time after Lessor’s receipt of the PCAs for all Facilities.  Lessor and Lessee shall cooperate diligently and attempt in good faith to agree upon the Required Maintenance Projects and the new Annual Minimum Capital Project Amount.  To the extent that Lessor and Lessee are unable to reach agreement within twenty (20) days following Lessee’s receipt of Lessor’s notice, such dispute shall be resolved by one, two or three independent Persons having not less than ten (10) years of experience in performing assessments of the maintenance and condition of properties similar to the Facilities, which Persons shall (a) be selected and paid in the same manner in which Appraisers would be selected and paid pursuant to Article XXXIV and (b) make a determination with respect to the Required Maintenance Projects and/or the new Annual Minimum Capital Project Amount, as the case may be, in the same manner in which

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Appraisers would make a determination with respect to Fair Market Value, Fair Market Rental or Leasehold FMV pursuant to Article XXXIV (it being acknowledged, for avoidance of doubt, that (x) the third and fifth sentences of Section 34.1 and the provisions of Section 34.1.4 shall not apply for purposes of this sentence and (y) with respect to determining the Required Maintenance Project, the first sentence of Section 34.1.1 shall not apply and a third Person shall be selected to make such determination if the first two Persons are unable to agree on the same).  Promptly following the final determination of the Requirement Maintenance Projects, Lessee shall commence and thereafter complete each Required Maintenance Project during the next two (2) Lease Years.  Notwithstanding anything to the contrary contained herein, each of Lessor and Lessee acknowledges and agrees that for purposes of Section 9.5 below, (x) funds expended by Lessee to complete any Required Maintenance Projects shall be deemed funds expended as part of the Annual Minimum Capital Project Amount, and (y) the Required Maintenance Projects shall be deemed Capital Projects.

9.4O&M Plan.

9.4.1With respect to each Facility identified on Schedule 9.4.1 hereto, Lessee shall institute, within ninety (90) days after the Commencement Date, an operations and maintenance plan (each a “Maintenance Program”) designed by an environmental consultant reasonably satisfactory to Lessor, with respect to asbestos-containing materials (each, an “ACM”), consistent with “Guidelines for Controlling Asbestos-Containing Materials in Buildings” (USEPA, 1985) and any other applicable Environmental Laws, and each such Maintenance Program will remain in effect throughout the Term with respect to each such Facility.  In furtherance of the foregoing, Lessee shall inspect and maintain all ACMs on a regular basis and ensure that all ACMs shall be maintained in a condition that prevents exposure of residents to ACMs at all times.  Without limiting the generality of the preceding sentence, Lessor may require (i) periodic notices or reports to Lessor in form, substance and at such intervals as Lessor may reasonably specify, (ii) a reasonable amendment to each such Maintenance Program to address changing circumstances, laws or other matters, (iii) at Lessee’s sole expense (provided, that Lessee shall not be required to pay for the same more than one (1) time in any twelve (12) month period unless an Event of Default shall have occurred and is then continuing), reasonable supplemental examination of the Leased Property by consultants specified by Lessor, and (iv) reasonable variation of any such Maintenance Program in response to the reports provided by any such consultants.

9.5Ongoing Capital Projects.

9.5.1Without in any way limiting Lessee’s obligations under this Article IX (including Section 9.3 hereof), Lessee shall expend during each Lease Year, no less than the Annual Minimum Capital Project Amount for Capital Projects.  Such Capital Projects shall be performed and completed in compliance with the applicable provisions of this Lease, including Article X.  Lessee shall furnish to Lessor: (i) not later than thirty (30) days prior to each Lease Year, a report, for Lessor’s approval (not to be unreasonably withheld), of Capital Projects planned for each Facility for the coming Lease Year (such report, “the Annual Capital Project Plan”), which report shall set forth in reasonable detail the plans, specifications and budget for such planned Capital Projects, and (ii) promptly following the expiration of each Lease Year, reasonable documentary evidence as to the completion of all Capital Projects for such Lease

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Year required pursuant to this Section 9.5, together with the costs thereof.  Lessee shall not commence any Capital Project without Lessor’s prior approval of the Annual Capital Project Plan, which approval shall not be unreasonably withheld, conditioned or delayed.  Following approval of an Annual Capital Project for a Lease Year, if Lessee fails to expend during such Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects, then Lessee shall promptly deposit with Lessor as a repair and replacement reserve (the “Replacement Reserve”) for Capital Projects, an amount equal to (x) the Annual Minimum Capital Project Amount less (y) the sum of (i) the amounts expended by Lessee during such Lease Year on account of Capital Projects and (ii) the Annual Minimum Capital Project Amount Overage, and, so long as Lessee otherwise maintains the Facilities in the condition required by this Lease, once such deposit has been made Lessee shall not be deemed to be in default of its obligations under this Section 9.5 for Lessee’s failure to expend during such Lease Year the applicable Annual Minimum Capital Project Amount for Capital Projects.  For the avoidance of doubt, the Annual Minimum Capital Project Amount expenditure is in addition to the Planned Capital Refurbishment Project Amount expenditure.

9.5.2

(a)So long as no Event of Default or event or circumstance which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) the Replacement Reserve has been established and (ii) Lessee expends in any Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects, Lessor shall, to the extent funds are available for such purpose in such Replacement Reserve, disburse to Lessee the Capital Project Costs incurred and paid by Lessee during such Lease Year in performing such Capital Projects in excess of the applicable Annual Minimum Capital Project Amount for such Lease Year.

(b)Any such disbursement from the Replacement Reserve shall be paid by Lessor to Lessee within fifteen (15) days following:  (i) receipt by Lessor of a written request from Lessee for disbursement from the Replacement Reserve; and (ii) receipt by Lessor of an Officer’s Certificate certifying that (1) the applicable item of Capital Project has been completed and verifying the cost paid or incurred by Lessee for such item of Capital Project (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), (2) Lessee has received lien waivers from all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens with respect to not less than eighty-five percent (85%) of the work related to such  applicable item of Capital Project, and (3) Lessee has expended in the applicable Lease Year an amount in excess of the applicable Annual Minimum Capital Project Amount for Capital Projects.  Lessor shall not be required to make advances from the Replacement Reserve more frequently than once in any thirty (30) day period.

9.5.3No funds in the Replacement Reserve shall be (or be deemed to be) escrow or trust funds, but, all funds delivered by Lessee pursuant to this Section 9.5 shall be held by Lessor in a segregated, interest-bearing account designated and controlled by Lessor.  Lessee shall be entitled to have interest earned on funds deposited into the Replacement Reserve established pursuant to this Section 9.5 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any

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such interest earned on such deposits).  The Replacement Reserves are solely for the protection of Lessor and the Leased Property of the Facilities and entail no responsibility on Lessor’s part beyond the payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of this Section 9.5 and beyond the allowing of due credit for the sums actually received. Upon assignment of this Lease by Lessor, any funds in the Replacement Reserve shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate.  The amounts deposited by Lessee with Lessor in the Replacement Reserve may also be assigned as security in connection with a Facility, provided that the right to use or apply any funds on deposit in a Replacement Reserve shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee.

9.5.4If any funds remain in the Replacement Reserve upon the expiration or earlier termination of this Lease (other than as a result of the purchase of the Leased Property of a Facility by Lessee, in which case a pro rated amount of such funds as determined by the number of units in such Facility in the Replacement Reserve shall be remitted by Lessor to Lessee upon the closing of such purchase or offset against the purchase price payable by Lessee for the Leased Property of such Facility), then the funds held in such Replacement Reserve shall be paid over to Lessor as an Additional Charge and Rent under this Lease for purposes of making necessary repairs to such Facilities and shall be in addition to Minimum Rent and all other Additional Charges payable hereunder.

9.6Intentionally Omitted.

9.7Inspections; Due Diligence Fee.

(a)Without limiting Lessor’s rights pursuant to Section 26.1 hereof, at any reasonable time during the Term during normal business hours and on reasonable advance notice, and upon the expiration or any earlier termination of this Lease, Lessor and its agents shall have the right to inspect the Leased Property of any Facility and all systems contained therein to determine Lessee’s compliance with its obligations under this Lease.  In connection with any such inspection, Lessor shall endeavor to mitigate any interference with normal operations at the Facility.

(b)Upon the occurrence and during the continuation of an Event of Default, Lessee shall reimburse to Lessor, as an Additional Charge under this Lease, all reasonable out-of-pocket costs and expenses incurred by Lessor in connection with an any inspection of the Leased Property of any Facility performed by Lessor as provided for in paragraph (a) above promptly following Lessee’s receipt of Lessor’s invoice therefor.  All other inspections pursuant to paragraph (a) above shall be at Lessor’s sole cost and expense.

(c)No inspection by Lessor or failure by Lessor following an inspection to discover any non-compliance by Lessee with respect to Lessee’s obligations under this Lease shall be deemed or construed to estop Lessor or to be a waiver by Lessor from requiring full compliance by Lessee of Lessee’s obligations hereunder.

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9.8Initial Capital Projects.

9.8.1Nature of Planned Capital Refurbishment Projects.  Lessor (which term shall, for purposes of this Section 9.8, include any Affiliate which is leasing any Other Purchase Agreement Facility to Lessee) and Lessee acknowledge and agree that the Facilities and the Other Purchase Agreement Facilities are currently in need of capital refurbishments/replacements for which Lessee is providing funding in accordance with Section 9.8.2 (each, a “Planned Capital Refurbishment Project”).

9.8.2Funding of Planned Capital Refurbishment Projects Generally.

9.8.2.1Without in any way limiting Lessee’s obligations under this Article IX or Article X, Lessee shall be solely responsible for funding, at no expense to Lessor and in addition to Lessee’s obligation to fund the Annual Minimum Capital Project Amount, not less than Thirty Million Dollars ($30,000,000) (the “Planned Capital Refurbishment Project Amount”) in the aggregate in order to pay the Costs of the Planned Capital Refurbishment Projects.  On or prior to January 15, 2013, Lessee shall deliver to Lessor for its approval, which shall not be unreasonably withheld, delayed or conditioned, a schedule setting forth in reasonable detail the Planned Capital Refurbishment Projects proposed to be performed by Lessee (the “Planned Capital Refurbishment Project Schedule”).  Promptly following the expiration of each Lease Year until such projects are completed, Lessee shall furnish to Lessor (x) reasonable documentary evidence as to the status of each Planned Capital Refurbishment Project, and the Costs of the Planned Capital Refurbishment Projects paid by Lessee, as of the last day of such Lease Year and (y) any revisions to the Planned Capital Refurbishment Project Schedule that are being proposed by Lessee for Lessor’s approval, which approval shall not be unreasonably withheld, delayed or conditioned.  If Lessee fails to expend Fifteen Million Dollars ($15,000,000) (i.e., fifty percent (50%) of the Planned Capital Refurbishment Project Amount) on Costs of the Planned Capital Refurbishment Projects during the first Lease Year, then Lessee shall deposit with Lessor promptly following the expiration of the first Lease Year, as a repair and replacement reserve for Planned Capital Refurbishment Projects (a “Planned Capital Refurbishment Project Reserve”), an amount equal to (a) Fifteen Million Dollars ($15,000,000) less (b) the Costs of the Planned Capital Refurbishment Projects previously paid by Lessee (such amount, the “Year 1 Planned Capital Refurbishment Reserve Shortfall”); provided, however, that if Lessee shall have commenced in accordance with Section 9.8.3 and be diligently prosecuting the work with respect to any Planned Capital Refurbishment Projects at the end of the first Lease Year, (i) Lessee shall have an additional six (6) month period during which to continue to directly fund the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets), (ii) the Year 1 Planned Capital Refurbishment Shortfall required to be deposited into the Planned Capital Refurbishment Project Reserve at the end of the first Lease Year shall be reduced by the aggregate amount of the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets) and (iii) on or before the last day of the six (6) month period described in clause (i) of this sentence, Lessee shall deposit into the Planned Capital Refurbishment Project Reserve the amount described in clause (ii) of this sentence less any Costs of the Planned Capital Refurbishment Projects previously paid by Lessee during such period and not reimbursed in accordance with Section 9.8.2.2.  If Lessee fails to expend Thirty Million Dollars ($30,000,000) in the aggregate on Costs of the Planned Capital Refurbishment Projects during the first and second Lease Years, then Lessee shall deposit into the Planned Capital Refurbishment Project

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Reserve promptly following the expiration of the second Lease Year, an amount equal to (a) Thirty Million Dollars ($30,000,000) less (b) the Costs of the Planned Capital Refurbishment Projects previously paid by Lessee and not reimbursed in accordance with Section 9.8.2.2 and less, without duplication, (c) amounts previously deposited in the Planned Capital Refurbishment Project Reserve (such amount, the “Year 2 Planned Capital Refurbishment Reserve Shortfall”); provided, however, that if Lessee shall have commenced in accordance with Section 9.8.3 and be diligently prosecuting the work with respect to any Planned Capital Refurbishment Projects at the end of the second Lease Year, (i) Lessee shall have an additional six (6) month period during which to continue to directly fund the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets), (ii) the Year 2 Planned Capital Refurbishment Shortfall required to be deposited into the Planned Capital Refurbishment Project Reserve at the end of second Lease Year shall be reduced by the aggregate amount of the Costs of the Planned Capital Refurbishment Projects with respect to such Planned Capital Refurbishment Projects (as estimated in the applicable Project Budgets) and (iii) on or before the last day of the six (6) month period described in clause (i) of this sentence, Lessee shall deposit into the Planned Capital Refurbishment Project Reserve the amount described in clause (ii) of this sentence less any Costs of the Planned Capital Refurbishment Projects previously paid by Lessee during such period and not reimbursed in accordance with Section 9.8.2.2.  Nothing in this Section 9.8.2.1 shall be deemed to preclude Lessee from depositing with Lessor (and Lessee shall have the right to deposit with Lessor), at any time prior to the dates by which Lessee is obligated to fund portions of the Planned Capital Refurbishment Project Amount, all or any portion of the Planned Capital Refurbishment Project Amount not previously funded by Lessee.

9.8.2.2

(a)So long as no Event of Default or event or circumstance which with notice or passage of time, or both, would constitute an Event of Default hereunder has occurred, if (i) a Planned Capital Refurbishment Project Reserve has been established and (ii) Lessee shall have fully funded the Planned Capital Refurbishment Project Amount through the making of a deposit with Lessor for a Planned Capital Refurbishment Project Reserve and, if applicable, payment of Costs of the Planned Capital Refurbishment Projects, Lessor shall, to the extent funds are available for such purpose in any such Planned Capital Refurbishment Project Reserve, disburse to Lessee in accordance with Section 9.8.2.2(b) an amount equal to any Costs of the Planned Capital Refurbishment Projects incurred and paid by Lessee from and after the satisfaction of the condition described in clause (ii) of this sentence and not previously reimbursed in accordance with this Section 9.8.2.2.

(b)Any such disbursement from a Planned Capital Refurbishment Project Reserve shall be paid by Lessor to Lessee within fifteen (15) days following:  (i) receipt by Lessor of a written request from Lessee for disbursement from such Planned Capital Refurbishment Project Reserve; and (ii) receipt by Lessor of an Officer’s Certificate certifying that (1) the applicable item of Planned Capital Refurbishment Project has been completed and verifying the cost paid or incurred by Lessee for such item (together with such additional evidence of the completion thereof and payment therefor as Lessor may reasonably request), (2) Lessee has received lien waivers from all materialmen, laborers, subcontractors and any other parties who might or could claim statutory or common law liens with respect to not less than

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eighty-five percent (85%) of the work related to such item, and (3) Lessee has fully funded the Planned Capital Refurbishment Project Amount through the making of a deposit with Lessor for a Planned Capital Refurbishment Project Reserve and payment of Costs of the Planned Capital Refurbishment Projects.  Lessor shall not be required to make advances from the Planned Capital Refurbishment Project Reserve(s) more frequently than once in any thirty (30) day period.

9.8.2.3No funds in a Planned Capital Refurbishment Project Reserve shall be (or be deemed to be) escrow or trust funds, but all funds delivered by Lessee pursuant to the last sentence of Section 9.8.2.1 shall be held by Lessor in a segregated, interest-bearing account designated and controlled by Lessor.  Lessee shall be entitled to have interest earned on funds deposited into such Planned Capital Refurbishment Project Reserve established pursuant to this Section 9.8.2 (but Lessor shall have no obligation to provide any specified rate of return and shall have no liability to Lessee with respect to the amount of any such interest earned on such deposits).  The Planned Capital Refurbishment Project Reserves are solely for the protection of Lessor, the Leased Property and the Other Purchase Agreement Facilities and entail no responsibility on Lessor’s part beyond the timely payment of the respective items for which they are held following receipt of bills, invoices or statements therefor in accordance with the terms of Section 9.8.2.2 and beyond the allowing of due credit for the sums actually received.  Upon assignment of this Lease and the leases demising the Other Purchase Agreement Facilities by Lessor, any funds in the Planned Capital Refurbishment Project Reserves shall be turned over to the assignee and any responsibility of Lessor, as assignor, with respect thereto shall terminate.  The amounts deposited by Lessee with Lessor in any Planned Capital Refurbishment Project Reserve may also be assigned as security in connection with a Facility or Other Purchase Agreement Facility, provided that the right to use or apply any funds on deposit in a Planned Capital Refurbishment Project Reserve shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee (as defined herein and in each lease demising any Other Purchase Agreement Facilities).

9.8.2.4If any funds remain in a Planned Capital Refurbishment Project Reserve upon the expiration or earlier termination of this Lease or any lease demising any Other Purchase Agreement Facilities (other than as a result of the purchase of a Facility or Other Purchase Agreement Facility by Lessee, in which case a pro rated amount of such funds as determined by the number of units in such Facility or Other Purchase Agreement Facility in the Planned Capital Refurbishment Project Reserve(s) shall be remitted by Lessor to Lessee upon the closing of such purchase or offset against the purchase price payable by Lessee for such Facility or Other Purchase Agreement Facility), then the funds held in such Planned Capital Refurbishment Project Reserve shall be paid over to Lessor as an Additional Charge and Rent under this Lease and any lease demising any Other Purchase Agreement Facilities and shall be in addition to Minimum Rent and all other Additional Charges (as such terms are defined herein and in each lease demising any Other Purchase Agreement Facilities) payable hereunder and thereunder.

9.8.3Certain Approvals (Plans and Specifications, Project Budget(s), Etc).  Prior to commencing any work relating to any Planned Capital Refurbishment Project for any Facility or Other Purchase Agreement Facility, Lessee shall provide Lessor with the following, each of which shall be subject to Lessor’s reasonable approval: (a) reasonably detailed

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plans and specifications for the work to be performed in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility (with respect to each Facility or Other Purchase Agreement Facility, the “Plans and Specifications”); (b) a reasonably detailed final budget, which budget shall also provide a reasonably detailed cost breakdown of all construction costs (with respect to each Facility or Other Purchase Agreement Facility, the “Project Budget”); (c) any other reasonably detailed budget information as Lessor may reasonably request from Lessee; (d) if and when necessary for the Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility, copies of all building permits and other authorizations from any applicable governmental authorities with jurisdiction required in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility; and (e) evidence that Lessee has filed, recorded or posted a notice of non-responsibility in favor of Lessor in connection with such Planned Capital Refurbishment Project for such Facility or Other Purchase Agreement Facility.  In addition, Lessee shall comply with the provisions of Section 10.2 with respect any Planned Capital Refurbishment Project in the same manner as if such Planned Capital Refurbishment Project were an Alteration.

9.8.4Additional Covenants and Obligations of Lessee Relating to Planned Capital Refurbishment Project(s).  With respect to each Planned Capital Refurbishment Project for a Facility or Other Purchase Agreement Facility, Lessee covenants and agrees as follows:

9.8.4.1Lessee shall be responsible to arrange, supervise, coordinate and carry out all services necessary for the construction, performance and completion of each Planned Capital Refurbishment Project for a Facility or Other Purchase Agreement Facility in accordance with the Plans and Specifications therefor and this Lease, and Lessee undertakes and accepts such responsibility with the understanding that the Costs of the Planned Capital Refurbishment Project are the sole responsibility of Lessee.

9.8.4.2From and after commencement of construction and/or performance of such Planned Capital Refurbishment Project, Lessee shall diligently prosecute the same, including punch list items, to completion in accordance with the terms of this Lease (and any leases demising any Other Purchase Agreement Facilities) and the Plans and Specifications therefor, subject to delays in the event of the occurrence of any of the events described in Section 45.1.6.

9.8.4.3Construction/performance of such Planned Capital Refurbishment Project shall be prosecuted by Lessee in accordance with the Plans and Specifications therefor in a good and workmanlike manner and in accordance with sound building and engineering practices and all applicable Legal Requirements and all restrictive covenants affecting any Facility or Other Purchase Agreement Facility. All materials, fixtures or articles used in the construction/performance of such Planned Capital Refurbishment Project, or to be used in the operation thereof shall be substantially in accordance with the Plans and Specifications therefor as approved by Lessor.

9.8.4.4If reasonably requested by Lessor upon completion of any Planned Capital Refurbishment Project at a Facility or Other Purchase Agreement Facility based upon the

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nature of such Planned Capital Refurbishment Project, Lessee shall deliver to Lessor an “as-built” set of Plans and Specifications and an ALTA “as-built” survey for such Facility or Other Purchase Agreement Facility.

9.8.5No Duplication.  For avoidance of doubt, Lessee shall be required to comply with the obligations of Lessee contained in this Section 9.8 both under this Section 9.8 and under the corresponding provisions of any lease demising Other Purchase Agreement Facilities, but such obligations of Lessee under this Lease and the lessees under such other leases shall be without duplication, and in no event shall such obligations of Lessee and such lessees to spend the Planned Capital Refurbishment Project Amount (as defined herein and in such other leases) exceed Thirty Million Dollars ($30,000,000) in the aggregate.

ARTICLE X.

10.1Construction of Alterations.  Except with respect to the pre-existing alterations projects (the “Pre-Existing Projects”) identified on Schedule 10.1 hereto (with respect to each of which the requirements of this Section 10.1 shall not apply), without the prior written consent of Lessor, which consent shall not be unreasonably conditioned, withheld or delayed to the extent that the Alteration satisfies the Minimum Alteration Standards (as defined below), Lessee shall not (a) make any material Capital Additions or structural Alterations, (b) materially enlarge or reduce the size of any Facility or otherwise materially alter or affect (other than replacement thereof) any main Facility systems, including any main plumbing, electrical or heating, ventilating and air conditioning systems of any Facility and/or (c) make any Capital Additions or other Alterations which would tie in or connect with any improvements on property adjacent to the Land other than with respect to easements over such adjacent property entered into in accordance with the terms of this Lease (those Alterations described in clauses (a), (b) or (c) above, collectively, the “Material Alterations”).  Lessee may, without Lessor’s prior written consent, make any Alterations if such Alterations are not Material Alterations, so long as in each case:  (i) the same would not be reasonably expected to (A) decrease the value of the Leased Property, (B) materially affect the exterior appearance of any Facility, or (C) adversely affect the structural components of any Leased Improvements or the main electrical, mechanical, plumbing or ventilating and air conditioning systems for any Facility, (ii) the same are consistent in terms of style, quality and workmanship to the original Leased Improvements in all material respects (such requirements in the foregoing clauses (i) and (ii), the “Minimum Alteration Standards”), and (iii) the cost thereof does not exceed Three Hundred Thousand Dollars ($300,000) with respect to any single project at a Facility.  Any other Alterations (i.e., other than Pre-Existing Projects, Material Alterations, and other than Alterations which meet the foregoing requirements of clauses (i), (ii) and (iii) above) shall be subject to Lessor’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed to the extent that the Alterations satisfy the Minimum Alteration Standards.  Notwithstanding the foregoing, Lessor agrees that painting, landscaping, replacements of floor, wall and window coverings and minor furniture replacements (the foregoing, collectively, “Cosmetic Alterations”) shall be deemed Alterations which do not require Lessor’s consent, regardless of the cost thereof, so long as the same meet the Minimum Alteration Standards.  Any request by Lessee for Lessor’s consent to an Alteration requiring such consent hereunder shall be accompanied by a copy of the proposed plans and specifications and budget therefor, each of which shall be reasonably detailed and shall be subject to Lessor’s approval prior to commencement of the work.  In addition, any request

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made by Lessee prior to the fifth Lease Year for Lessor’s consent to a material Capital Addition to a Non-Stable Facility (any such Capital Addition, a “Major Capital Project”) shall be accompanied by a written description of a proposed methodology for adjusting the Fair Market Rental of such Non-Stable Facility for purposes of Section 3.1.3, which methodology shall be subject to Lessor’s reasonable approval.

10.2Construction Requirements for all Alterations.

10.2.1Except with respect to the Pre-Existing Projects and except as expressly set forth below, for all Alterations and Capital Projects other than Cosmetic Alterations, the cost of which is Three Hundred Thousand Dollars ($300,000) or more per project, the following requirements shall apply (except to the extent Lessor reasonably determines that, because of the nature or extent of the Alteration, any such requirement is not applicable) Lessee shall (i) obtain and maintain the insurance required pursuant to Section 10.2.4 below, and (ii) not less than ten (10) Business Days prior to the commencement of construction for such Alteration, furnish to Lessor (x) a notice of non-responsibility with respect to such construction in form acceptable for recording in the Official Records of the County in which the Leased Property is located and (y) an Officer’s Certificate certifying that:

(a)Lessee shall cause such notice of non-responsibility to be recorded and posted in a conspicuous place on the Leased Property in conformance with all legal requirements applicable to such notices prior to commencement of any construction;

(b)Lessee shall have procured and paid for all municipal and other governmental permits and authorizations required therefor, provided that Lessor shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no cost or expense to Lessor; and (ii) any plans required to be filed in connection with any such application which require the approval of Lessor as hereinabove provided shall have been so approved by Lessor;

(c)Such construction shall not impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;

(d)Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Capital Addition;

(e)All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements; and

(f)That if by reason of the construction thereof, a new Certificate of Occupancy for any component of such Facility is required, Lessee will obtain the same promptly upon completion thereof and furnish a copy thereof to Lessor upon request.

10.2.2Except with respect to Pre-Existing Projects, for all Material Alterations and other Alterations of the Leased Property, the cost of which is One Million Dollars ($1,000,000) or more per project, in addition to delivery of an Officer’s Certificate with

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respect thereto as required by Section 10.2.1 above, Lessee shall comply with the requirements of Sections 10.2.4 and 10.2.5 (if applicable) below and the following additional requirements (except to the extent Lessor reasonably determines that, because of the nature or extent of the Alteration, any such requirement is not applicable):

(a)Lessor shall deliver to Lessee a notice of non-responsibility with respect to such construction in form acceptable for recording in the Official Records of the County in which the Leased Property is located and Lessee shall cause such notice of non-responsibility to be recorded and posted in a conspicuous place on the Leased Property in conformance with all legal requirements applicable to such notices prior to commencement of any construction;

(b)Such construction shall not commence until Lessee shall have procured and paid for all municipal and other governmental permits and authorizations required therefor, and Lessor shall join in the application for such permits or authorizations whenever such action is necessary; provided, however, that (i) any such joinder shall be at no cost or expense to Lessor; and (ii) any plans required to be filed in connection with any such application which require the approval of Lessor as hereinabove provided shall have been so approved by Lessor;

(c)Such construction shall not, and, for any Alteration requiring Lessor’s approval hereunder, Lessee’s licensed architect or engineer shall certify to Lessor that such construction shall not, impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;

(d)Lessee’s licensed architect or engineer shall certify to Lessor that the detailed plans and specifications conform to and comply in all material respects with all Insurance Requirements and all applicable building, subdivision and zoning codes, laws, ordinances, regulations and other Legal Requirements imposed by all Governmental Authorities having jurisdiction over the Leased Property;

(e)There shall be no material changes in the plans and specifications for such construction from those approved by Lessor, if applicable, without first obtaining the prior written approval of Lessor with respect to such changes, which approval shall not be unreasonably withheld conditioned or delayed;

(f)Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Capital Addition;

(g)During and following completion of such construction, the parking which is located in the applicable Facility or on the Land relating to such Facility shall remain adequate for the operation of such Facility for its Primary Intended Use and in no event shall such parking be less than that which was or is required by law or which was located in such Facility or on the Land relating to such Facility prior to such construction; provided, however, with Lessor’s prior consent, not to be unreasonably withheld, conditioned or delayed to the

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extent the alterations satisfy the Minimum Alterations Standard and at no additional expense to Lessor, (i) to the extent additional parking is not already a part of a Capital Addition, Lessee may construct additional parking on the Land relating to such Facility; or (ii) Lessee may acquire off-site parking to serve such Facility as long as such parking shall be dedicated to, or otherwise made available to serve, such Facility;

(h)All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements;

(i)Promptly following the completion of such construction, Lessee shall deliver to Lessor “as built” drawings of such addition, certified as accurate by the licensed architect or engineer selected by Lessee to supervise such work; and

(j)If by reason of the construction thereof, a new or revised Certificate of Occupancy for any component of such Facility is required, Lessee shall obtain and furnish a copy of the same to Lessor promptly upon completion thereof.

10.2.3As it relates solely to the construction of Pre-Existing Projects, Lessee shall, at the completion of any Pre-Existing Project provide Lessor with an Officer’s Certificate certifying that:

(a)Such construction shall not impair the structural strength of any component of the applicable Facility or overburden the electrical, water, plumbing, HVAC or other building systems of any such component;

(b)Such construction shall, when completed, be of such a character as not to decrease the value of the Leased Property as it was immediately before such Pre-Existing Project;

(c)All work done in connection with such construction shall be done in a good and workmanlike manner and in conformity with all Legal Requirements; and

(d)That if by reason of the construction thereof, a new Certificate of Occupancy for any component of such Facility is required, Lessee will obtain the same promptly upon completion thereof and promptly furnish a copy thereof to Lessor.

10.2.4To the extent not already maintained or covered by Lessee pursuant to Article XIII hereof, Lessee shall at all times maintain or cause to be maintained the following insurance during such construction of any alterations other than Cosmetic Alterations (including through the date of completion of any punch list items relating thereto):  Builder’s risk insurance covering such construction, in a face amount of not less than the full insurable value thereof and materials supplied in connection therewith, with appropriate provisions made to include coverage of materials stored off the Leased Property in an amount not less than the full insurable value of such materials stored off the Leased Property from time to time.

All such insurance maintained or caused to be maintained by Lessee pursuant to this Section 10.2.4 shall be on an occurrence (as opposed to claims made) basis and shall name Lessor as an additional insured.  All insurance maintained or caused to be maintained by Lessee

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pursuant to subsection (i) above shall name Lessee, Lessor and any contractor, jointly, as loss payee; provided, however, that no contractor shall be required to be so named with respect to Pre-Existing Projects.  In addition, all such insurance to be maintained or caused to be maintained by Lessee shall otherwise, to the extent applicable, comply with the provisions of and shall be in addition to the insurance specified in Article XIII hereof.

10.2.5Except with respect to Pre-Existing Projects, with respect to any Alteration the cost of which is in excess of One Million Dollars ($1,000,000) (provided that, with respect to any Planned Capital Refurbishment Project, the applicable portion of the Allocated Project Allowance shall be subtracted from such cost for purposes of this Section 10.2.5), Lessee shall procure or cause to be procured a payment and performance bond naming Lessor as an additional obligee in form and substance and from an institution reasonably satisfactory to Lessor.  The amount of each bond shall be equal to one hundred twenty-five percent (125%) of the estimated construction costs for the performance bond and one hundred percent (100%) of the estimated construction costs for the labor and materials bond.

10.2.6With respect to any consent or approval of, or delivery of information or materials by, Lessor required under Section 9, this Section 10, Section 14 or pursuant to any other provision of this Lease which requires Lessee to obtain Lessor’s consent or approval or requires Lessor to deliver any information or materials to Lessee or any other Person, the failure by Lessor to respond to Lessee’s written request for such required approval or consent (provided that such request also includes all items required to be delivered to Lessor in connection with any such request under the applicable Sections hereof) shall constitute Lessor’s deemed approval of the subject request, provided that (i) any such notice is delivered in accordance with the provisions of Section 33.1 hereof, and (ii) if Lessor has not responded to such request within thirty (30) days (or such other period, if any, as expressly provided for in the applicable Section hereof) after Lessor’s receipt of such initial request and thereafter Lessee delivers a second notice to Lessor including the following legend in bold, fourteen (14) point type at the top of such request:  “THIS IS A SECOND REQUEST FOR APPROVAL PURSUANT TO SECTION        OF THE LEASE.  FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN THE REQUEST BEING DEEMED GRANTED” and Lessor fails to timely respond to such second notice.

ARTICLE XI.

11.1Liens.Subject to the provisions of Article XII regarding permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any Capital Additions or any attachment, levy, claim or encumbrance in respect of the Rent, excluding, however, (i) this Lease; (ii) Permitted Encumbrances; (iii) restrictions, liens and other encumbrances which are consented to in writing by Lessor, or any easements granted pursuant to the provisions of Section 7.3; (iv) liens for Impositions which Lessee is not required to pay hereunder; (v) subleases permitted by Article XXIV; (vi) liens for Impositions not yet delinquent; (vii) liens of mechanics, laborers, materialmen, suppliers or vendors for amounts not yet due; (viii) any liens which are the responsibility of Lessor pursuant to the provisions of Article XXXVI or are otherwise granted by

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Lessor in breach of the terms of this Lease; and (ix) any judgment liens against Lessor for amounts which are not otherwise the responsibility of Lessee.

ARTICLE XII.

12.1Permitted Contests.  Lessee, on its own or in Lessor’s name, at Lessee’s expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any licensure or certification decision, Imposition, Legal Requirement, Insurance Requirement, lien, attachment, levy, encumbrance, charge or claim; subject, however, to the further requirement that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from Lessor and from the Leased Property or any Capital Additions; (ii) neither the Leased Property nor any Capital Additions, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (iii) in the case of a Legal Requirement, neither Lessor nor Lessee would be in any danger of criminal liability for failure to comply therewith pending the outcome of such proceedings and Lessor would not be in danger of civil liability for any such failure; (iv) in the case of a Legal Requirement, Imposition, lien, encumbrance or charge, Lessee shall give such reasonable security as may be required by Lessor to insure ultimate payment of the same and to prevent any sale or forfeiture of the Leased Property or any Capital Additions or the Rent by reason of such nonpayment or noncompliance; and (v) in the case of an Insurance Requirement, the coverage required by Article XIII shall be maintained; provided however, that Lessee shall provide Lessor with prior written notice of any such contest if such contest relates to (a) a material claim against real property, (b) any matter that could, if adversely determined,  reasonably be expected to result in a denial, suspension, revocation or loss of license or certification for any Facility, or (c) in addition to (and not in limitation of) the foregoing (a) and (b), any matter that could reasonably be expected to have a material adverse effect on Lessee’s Primary Intended Use of the subject Facility.  If any such contest is finally resolved against Lessor or Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable Legal Requirement or Insurance Requirement.  Lessor, at Lessee’s expense, shall execute and deliver to Lessee such authorizations and other documents as may reasonably be required in any such contest, and, if reasonably requested by Lessee or if Lessor so desires, Lessor shall join as a party therein.  The provisions of this Article XII shall not be construed to permit Lessee to contest the payment of Rent or any other amount payable by Lessee to Lessor hereunder.  Lessee shall indemnify, defend, protect and save Lessor and its Affiliates harmless from and against any liability, cost or expense of any kind that may be imposed upon Lessor or any of its Affiliates in connection with any such contest and any loss resulting therefrom.

ARTICLE XIII.

13.1General Insurance Requirements.  Lessee shall, at all times during the Term, keep or cause to be kept the Leased Property, the Capital Additions and the Personal Property, insured with the kinds and amounts of insurance described below:

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13.1.1With respect to the Leased Properties, comprehensive all risk insurance, including the perils of wind, earthquake and flood on the Leased Property, the Capital Additions and the Personal Property:  (A) on a “Replacement Cost” basis, which for purposes of this Lease shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Leased and Personal Property waiving all co-insurance provisions; (C) containing an “Ordinance or Law Coverage” endorsement if any of the Leased Improvements or the use of any Leased Property covering the increased cost of construction, demolition cost, value of the undamaged portion of the structure and any increased time to rebuild due to the enforcement of building or zoning laws or requirements following a covered loss to any one of the Leased Properties; (D) with deductibles as may be reasonably approved by Lessor and not more than five percent (5%) of the insurable value of the Leased Property and Capital Additions; and (E) with limits for windstorm and earthquake of not less than the projected post-deductible loss for the two hundred fifty (250) year return period as calculated using the latest version of either the RMS (Risk Management Solutions) or AIR (AIR Worldwide) modeling software.

13.1.2With respect to the Leased Properties, a commercial general liability and professional liability policy (including all professional health care services, including, nurses and medical directors) against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Leased Properties, all of which insurance: (A) can be on the “claims made” form (provided, however, that if the policy has a claims-made coverage trigger, the retroactive date shall always be no later than the most recent of Commencement Date or the date that is five (5) years prior to the policy inception date, and if claims-made coverage is maintained, Lessee shall either maintain such claims-made coverage for two years after the end of the Lease period or purchase a two (2) year extended reporting period under the policy in force at the end of the lease), and (B) shall have limits of not less than Six Million Dollars ($6,000,000) per occurrence and Eight Million Dollars ($8,000,000) in the aggregate (including excess liability policies), with a self-insured retention or captive retention as may be reasonably approved by Lessor.  It is agreed that a captive insurer may issue insurance policies (Fronting Policies) to meet the requirements under this section to the extent that such captive is fully reinsured by insurers or reinsurers with a rating of “A- VIII” or better in the most recent version of Best’s Key Rating and that Lessee furnishes evidence of such reinsurance as requested.  Lessee shall provide a copy of the audited financial statements of the captive upon request of Lessor.  If the captive’s policyholder surplus drops below Four Million Dollars ($4,000,000) or Lessor, in its reasonable judgment, has concerns about the captive’s solvency, it may terminate Lessee’s right to have the captive issue Fronting Policies.

13.1.3Business income insurance on an actual loss sustained basis for the period of restoration, (A) covering all risks required to be covered by the insurance provided for in Sections 13.1.1 and 13.1.2 above, as applicable; (B) in an amount equal to the actual loss sustained of the projected net pre-tax income and continuing expenses, including rent, from each Leased Property for a period of twelve (12) months from the date of any such actual casualty and notwithstanding that the policy may expire at the end of such period; and (C) including an extended period of indemnity of not less than one hundred eighty (180) days.  The amount of such business income insurance shall be determined prior to the Commencement Date and at

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least once each Lease Year thereafter based on Lessee’s reasonable estimate of the Gross Revenue for each Facility for the succeeding twelve (12) month period.

13.1.4A program of worker’s compensation insurance or self-insurance or non-subscription, with respect to any employees of Lessee which meets all Legal Requirements for employers regarding worker’s compensation exposures in each of the States in which Lessee operates.  Should Lessee become a non-subscriber in any State, Lessee shall maintain an employer indemnity/occupational injury policy for such State with limits of not less than Five Million Dollars ($5,000,000) per employee and Ten Million Dollars ($10,000,000) per occurrence.

13.1.5Comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Lessor on terms consistent with the commercial property insurance required under Sections 13.1.1 above.

13.1.6Motor vehicle liability coverage for all owned and non-owned vehicles used at any Leased Property, including rented and leased vehicles in amounts not less than Fifteen Million Dollars ($15,000,000) (including any excess liability policies) per accident for bodily injury or property damage.

13.1.7Flood insurance under a National Flood Insurance Program policy (or equivalent program) for any portion of the Leased Property that is located in the one hundred (100) year flood plain as and to the extent required by any applicable Facility Mortgagee or leasehold mortgagee.

13.1.8Upon ninety (90) days’ notice, such other insurance or in such amounts as Lessor or any Facility Mortgagee from time to time may reasonably request with respect to any Facility or Facilities against such other insurable hazards which at the time are commonly insured against for property similar to such Facility or Facilities located in or around the region in which such Facility or Facilities are located.

13.2Insurance Policies.  All insurance provided for pursuant to this Article XIII shall be obtained under valid and enforceable policies (each, a “Policy” and collectively, the “Policies”). With the exception of Lessee’s captive insurance (to the extent Lessee is permitted to utilize the same pursuant to Section 13.1 hereof), the Policies shall be issued by financially sound and reputable insurance companies authorized to do business in the State and having a rating of “A- VIII” or better in the most recent version of Best’s Key Rating Guide.  Any of the insurance coverages required hereunder may be provided by a blanket Policy, provided, that any such blanket Policy shall otherwise provide the same protection as would a separate Policy insuring the Property in compliance with the provisions of this Lease. With the exception of loss caused by perils which are subject to annual aggregate limits as contained in the policy, any loss under the appropriate Policy shall not reduce the limit of said Policy.  All liability type policies must name Lessor (and its directors, officers, employees and agents) and Facility Mortgagee, if any, as an “additional insured.”  All property, flood, boiler & machinery, loss of rental and business interruption type policies shall name Lessor and any Facility Mortgagee, to the extent required, as an “additional insured.”  All insurance maintained be Lessee shall be primary and non-contributory to any insurance maintained by Lessor.

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13.3Evidence of Insurance.  Evidence of insurance with respect to each Facility shall be deposited with Lessor on or prior to the Commencement Date of this Lease with respect to such Facility and prior to renewal of any required coverages.  Evidence of property insurance required in 13.1.1, and 13.1.2 shall be provided on a certificate form no less broad than a ACORD 27 form. Lessee shall also supply Facility Mortgagee(s) with any evidence of insurance they might require.  Lessee shall provide complete copies of any insurance policies that Lessor might reasonably request. If Lessee fails to provide evidence of insurance as required by this Lease, Lessor shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefore, in which event the cost thereof, together with interest thereon at the Overdue Rate, shall be repayable to Lessor upon demand.  No cancellation to the required insurance shall take effect prior to Lessor receiving thirty (30) days’ written notice except for cancellation due to non-payment in which event such cancellation shall not take place until notice has been provided to Lessor.  All evidence of insurance shall note the cancellation requirements for the benefit of Lessor.  If Lessee fails to maintain any insurance required pursuant to this Lease, Lessee shall be liable for all losses and costs suffered or incurred by Lessor (including litigation costs and attorneys’ fees and expenses) resulting from such failure.  Failure of Lessor to demand such certificates, endorsements or other evidence of full compliance with the Insurance Requirements of this Lease, or failure of Lessor to identify a deficiency from evidence provided will not be construed as a waiver of Lessee’s obligation to maintain such insurance. Failure of Lessor to demand such certificates, endorsements or other evidence of full compliance with the insurance requirements of this lease or failure of Lessor to identify a deficiency from evidence provided will not be construed as a waiver of the Lessee’s obligation to maintain such insurance.  The acceptance of delivery by Lessor of any certificates, endorsements or other evidence of insurance does not constitute approval or agreement by Lessor that the insurance requirements have been met, that the insurance policies evidenced are in compliance with these requirements, or that the insurance requirements are sufficient to fully protect Lessor from liability.

13.4Waiver of Subrogation.  All insurance policies carried by either party covering the Leased Property and any Capital Additions and Lessee’s Personal Property including contents, employees and liability insurance, shall expressly waive any right of subrogation on the part of the insurer against the other party.  Each party waives any claims it has against the other party to the extent such claim is covered by insurance or a self-insured workers compensation program.

ARTICLE XIV.

14.1Insurance Proceeds.  Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all proceeds payable by reason of any loss or damage to the Leased Property, any Capital Additions or any part(s) or portion(s) thereof under any policy of insurance required to be carried hereunder (the “Insurance Proceeds”) in excess of Five Hundred Thousand Dollars ($500,000) per occurrence (the “Proceeds Threshold”), shall be paid to Lessor and made available by Lessor to Lessee from time to time for the reasonable costs of reconstruction or repair, as the case may be, of any damage to or destruction of the Leased Property, any Capital Additions or any part(s) or portion(s) thereof.  Provided that no Event of Default has occurred and is continuing, Lessee

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shall be entitled to receive Insurance Proceeds in amounts less than the Proceeds Threshold; provided, however, that Lessor shall be entitled to receive all Insurance Proceeds payable during the last three (3) years of the Term or in respect of any casualty or damage for which the restoration period is reasonably expected to extend beyond the then remaining Term.  Any excess Insurance Proceeds remaining after the completion of the restoration or reconstruction of the Leased Property and any Capital Additions (or in the event neither Lessor nor Lessee is required or elects to repair and restore, all such Insurance Proceeds) shall be retained by Lessor except as otherwise specifically provided below in this Article XIV.  Subject to the rights of any Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), all salvage resulting from any risk covered by insurance shall belong to Lessor.  Any Insurance Proceeds required to be disbursed by Lessor to Lessee hereunder shall be disbursed substantially in accordance with the terms and provisions of Section 9.5.1 hereof relating to disbursements of funds from any Replacement Reserve, subject to such additional terms or conditions to disbursement with which Lessor may, from time to time, reasonably require Lessee to comply.

14.2Insured Casualty.

14.2.1If the Leased Property and/or any Capital Additions of a Facility are damaged or destroyed from a risk covered by insurance carried by Lessee such that such Facility thereby is rendered Unsuitable for its Primary Intended Use, Lessee at its sole option shall either (i) restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage or destruction, or (ii) offer to acquire the Leased Property of such Facility from Lessor for a purchase price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee).  If Lessee shall make such an offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds as well as any repair or restoration costs that exceed the Insurance Proceeds and are paid over by Lessee pursuant to Section 14.2.3 below and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which the Lease has terminated.

14.2.2If the Leased Property and/or any Capital Additions of a Facility are damaged from a risk covered by insurance carried by Lessee, but such Facility is not thereby rendered Unsuitable for its Primary Intended Use, Lessee shall restore such Leased Property and such Capital Additions to substantially the same condition as existed immediately before such damage.  Such damage shall not terminate this Lease; provided, however, that if Lessee cannot within a reasonable time after diligent efforts obtain the necessary government approvals needed to restore and operate such Facility for its Primary Intended Use, Lessee may offer to purchase the Leased Property of such Facility for a purchase price equal the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to

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such damage or destruction (less the Fair Market Value immediately prior to such damage or destruction of any Capital Additions constituting a new wing or new story that were paid for by Lessee).  If Lessee shall make such offer and Lessor does not accept the same within thirty (30) days after Lessor’s receipt of Lessee’s written offer, Lessee may either withdraw such offer and proceed to restore the Leased Property of such Facility to substantially the same condition as existed immediately before such damage or destruction, or terminate the Lease with respect to such Facility, in which event Lessor shall be entitled to retain the Insurance Proceeds and Minimum Rent hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility with respect to which the Lease has terminated.

14.2.3If a casualty results in Insurance Proceeds in excess of the Proceeds Threshold and the cost of the repair or restoration exceeds the amount of Insurance Proceeds received by Lessor from the insurance required to be carried hereunder, Lessee shall contribute any excess amounts needed to restore such Facility.  Such difference shall be paid by Lessee to Lessor together with any other Insurance Proceeds (unless the same are not required to be paid to Lessor pursuant to Section 14.1 regarding the Proceeds Threshold), for application to the cost of repair and restoration.

14.2.4If Lessor accepts Lessee’s offer to purchase the Leased Property of a Facility, this Lease shall terminate as to such Facility upon payment of the purchase price and Lessor shall remit to Lessee all insurance proceeds pertaining to the Leased Property of such Facility then held by Lessor.

14.3Uninsured Casualty.  If the Leased Property and/or any Capital Additions of a Facility is/are damaged or destroyed from a risk not covered by insurance carried by Lessee, whether or not such damage or destruction renders such Facility Unsuitable for its Primary Intended Use, Lessee at its expense shall restore the Leased Property and Capital Additions of such Facility to substantially the same condition it was in immediately before such damage or destruction and such damage or destruction shall not terminate this Lease with respect to such Facility or any other Facility.

14.4No Abatement of Rent.  This Lease shall remain in full force and effect and Lessee’s obligation to pay the Rent and all other charges required by this Lease shall remain unabated during the period required for adjusting insurance, satisfying Legal Requirements, repair and restoration.

14.5Waiver.  Lessee waives any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property and/or any Capital Additions.

14.6Rights of Facility Mortgagees.  Notwithstanding anything herein to the contrary, the provisions of this Article XIV are subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee).

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ARTICLE XV.

15.1Condemnation.

15.1.1Total Taking.  If the Leased Property and any Capital Additions of a Facility are totally and permanently taken by Condemnation, this Lease shall terminate with respect to such Facility as of the day before the Date of Taking for such Facility.

15.1.2Partial Taking.  If a portion of the Leased Property and any Capital Additions of a Facility is taken by Condemnation, this Lease shall remain in effect if the affected Facility is not thereby rendered Unsuitable for Its Primary Intended Use, but if such Facility is thereby rendered Unsuitable for its Primary Intended Use, this Lease shall terminate with respect to such Facility as of the day before the Date of Taking for such Facility, in which event Lessor shall be entitled to receive the Award, if any, and the Minimum Rent due hereunder shall be reduced by the amount of the Allocated Minimum Rent for the Facility as to which the Lease has so terminated.

15.1.3Restoration.  If there is a partial taking of the Leased Property and any Capital Additions of a Facility and this Lease remains in full force and effect pursuant to Section 15.1.2, Lessor shall, subject to the rights of Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), make available to Lessee the portion of the Award necessary and specifically identified or allocated for restoration of such Leased Property and any such Capital Additions and Lessee shall complete all necessary restoration and pay the additional costs thereof if the amount provided or allocated by the Condemnor for restoration is insufficient.

15.1.4Award-Distribution.  The entire Award shall belong to and be paid to Lessor, except that, subject to the rights of the Facility Mortgagees, Lessee shall be entitled to receive from the Award, if and to the extent such Award specifically includes such item, lost profits value and moving expenses, provided, that in any event Lessor shall receive from the Award, subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee), no less than the greater of the Fair Market Value of the applicable Facility prior to the institution of the Condemnation or the Minimum Purchase Price of the applicable Facility.

15.1.5Temporary Taking.  The taking of the Leased Property, any Capital Additions and/or any part(s) thereof, shall constitute a taking by Condemnation only when the use and occupancy by the taking authority has continued for longer than one hundred eighty (180) consecutive days.  During any shorter period, which shall be a temporary taking, all the provisions of this Lease shall remain in full force and effect and the Award allocable to the Term shall be paid to Lessee.

15.1.6Sale Under Threat of Condemnation.  A sale by Lessor to any Condemnor, either under threat of Condemnation or while Condemnation proceedings are pending, shall be deemed a Condemnation for purposes of this Lease.  Lessor may, without any obligation to Lessee, agree to sell and/or convey to any Condemnor all or any portion of the Leased Property free from this Lease and the rights of Lessee hereunder without first requiring that any action or proceeding be instituted or pursued to judgment.  Notwithstanding the foregoing, Lessor agrees that if Lessee notifies Lessor in writing of Lessee’s intent to contest (in

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accordance with Article XII) any such Condemnation proceeding, Lessor shall not sell and/or convey to any Condemnor all or any portion of the Leased Property prior to any such contested action or proceeding being finally resolved or abandoned by Lessee.

15.1.7Rights of Facility Mortgagees.  Notwithstanding anything herein to the contrary, the provisions of this Article XV are subject to the rights of the Facility Mortgagees (provided that the same shall be subject to the terms of any applicable subordination and non-disturbance agreement entered into between Lessee and the applicable Facility Mortgagee).

ARTICLE XVI.

16.1Events of Default.  Any one or more of the following shall constitute an “Event of Default”:

(a)intentionally omitted;

(b)Lessee shall fail to pay any installment of Minimum Rent when the same becomes due and payable and such failure is not cured by Lessee within a period of five (5) Business Days after notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(c)Lessee shall fail to pay any Additional Charges when the same becomes due and payable and such failure is not cured by Lessee within a period of ten (10) Business Days after notice thereof from Lessor;

(d)Lessee fails to pay Impositions with relating to real estate taxes prior to the same becoming delinquent, provided that it shall not be an Event of Default hereunder if (i) Lessee pays the amounts then due with respect to such real estate taxes (including any penalties or late charges) within a period of ten (10) Business Days after the same becoming delinquent, or (ii) an impound account shall have been established pursuant to Section 4.4.1 hereof and Lessor fails to apply funds on deposit in such account to pay such Impositions relating to real estate taxes;

(e)Lessee fails to pay insurance premiums on or before the date due to ensure continued coverage under all policies required to be maintained under this Lease, provided that it shall not be an Event of Default hereunder if an impound account shall have been established pursuant to Section 4.4.2 hereof and Lessor fails to apply funds on deposit in such account to pay such insurance premiums;

(f)except as otherwise specifically provided for in this Section 16.1, if Lessee shall fail to observe or perform any other term, covenant or condition of this Lease and such failure is not cured by Lessee within forty-five (45) days after notice thereof from Lessor, unless such failure cannot with due diligence be cured within a period of forty-five (45) days, in which case such failure shall not be deemed to be an Event of Default if Lessee proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

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(g)Lessee or any Guarantor shall:

(i)file a petition in bankruptcy or a petition to take advantage of any insolvency act,

(ii)make an assignment for the benefit of its creditors,

(iii)consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or

(iv)file a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof;

(h)Lessee or any Guarantor shall be adjudicated as bankrupt or a court of competent jurisdiction shall enter an order or decree appointing, without the consent of Lessee, a receiver of Lessee or of the whole or substantially all of its property, or approving a petition filed against it seeking reorganization or arrangement of Lessee under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof, and such judgment, order or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof;

(i)Lessee or any Guarantor shall be liquidated or dissolved, or shall begin proceedings toward such liquidation or dissolution, or shall, in any manner, permit the sale or divestiture of substantially all of its assets (except to the extent permitted pursuant to Article XXIV hereof);

(j)the estate or interest of Lessee in the Leased Property, any Capital Additions or any part(s) thereof shall be levied upon or attached, in an amount in excess of Five Hundred Thousand Dollars ($500,000) with respect to any one (1) Facility, in any proceeding and the same is not either (i) fully bonded over by Lessee, (ii) being contested by Lessee as permitted by Article XII hereof, or (ii) vacated or discharged within the later of ninety (90) days after commencement thereof or thirty (30) days after receipt by Lessee of notice thereof from Lessor; provided, however, that such notice shall be in lieu of and not in addition to any notice required under applicable law;

(k)any Transfer occurs without Lessor’s consent in accordance with the provisions of Article XXIV;

(l)at any time when a Guaranty is required to be in place pursuant to this Lease, (i) such Guaranty has not been executed and delivered or is otherwise not in full force and effect, (ii) any of the representations or warranties made by Lessee or any Guarantor in the Guaranty or this Lease proves to be untrue when made in any material respect which materially and adversely affects Lessor, or (iii) a material default shall occur under the Guaranty and, in each case, such material default is not cured within any applicable notice and cure period set forth therein;

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(m)(x) there is issued any final non-appealable (i) stop placement order against Lessee, or (ii) termination or revocation of a Facility’s applicable license material to such Facility’s operation for its Primary Intended Use, or any termination or revocation of any third-party provider reimbursement agreements (including, without limitation, its certification for participation in the Medicare or Medicaid reimbursement programs) that is not reinstated or replaced within twenty (20) days, or (y) there occurs any termination or revocation that is subject to appeal by Lessee, or any suspension of any such license that results in the subject Facility ceasing operation for a period of more than twenty (20) days at any time;

(n)(i) any local, state or federal agency having jurisdiction over the operation of any Facility removes ten percent (10%) or more of the patients or residents located in such Facility, (ii) any local, state or federal agency having jurisdiction over any Facility reduces the number of licensed units for such Facility from that number set forth under the heading “Facility Description and Primary Intended Use” on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto (in other than a de minimis amount not to exceed three percent (3%) in the aggregate for each Facility during the Term  and provided that such reductions are need or budget based and not related to any quality of care issues at the Facility or any other matter reasonably within Lessee’s control), (iii) Lessee voluntarily reduces (x) the number of licensed units for any Facility from that number set forth on Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached hereto or (y) the number of residents permitted to occupy any Facility, or (iv) Lessee voluntarily removes from service any licensed units for any Facility, unless (x) such removal from service does not effect a reduction described in clause (iii) above and is otherwise permitted under this Lease (including Section 7.2.2), (y) such unit is removed in order to combine it with another unit to create a larger resident unit or convert it to create space to provide another use (whether the Primary Intended Use of such Facility or any reasonably required office, storage space or ancillary services use incidental to the Primary Intended Use), and (z) the aggregate number of units so removed from any Facility does not exceed the lesser of (A) five percent (5%) of the total number of licensed units for such Facility and (B) four (4);

(o)Subject to Article XII regarding permitted contests, Lessee fails to cure or abate any material violation occurring during the Term that is claimed by any Governmental Authority, or any officer acting on behalf thereof, of any Legal Requirement pertaining to the operation of any Facility, and within the time permitted by such authority for such cure or abatement;

(p)any default and acceleration of any indebtedness of Lessee or Guarantor for borrowed money with an outstanding principal amount of Twenty Five Million Dollars ($25,000,000) has occurred; and

(q)a default beyond any applicable notice, grace or cure period shall occur under any other lease agreement or guaranty, any loan documents or any other material agreement or instrument, now or hereafter with or in favor of Lessor or any Affiliate of Lessor and made by or with Lessee or any Affiliate of Lessee, which default (i) relates to a failure to pay an amount of not less than One Million Dollars ($1,000,000) or (ii) is a material nonmonetary default (including, without limitation, any default that relates to a transfer or non-competition restriction, and/or to an environmental or licensing obligation).

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16.2Certain Remedies.  If an Event of Default shall have occurred, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any (provided, that any Event of Default that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, may be deemed by Lessor, in its reasonable discretion, to affect all Facilities).  If at any time during the Term, Lessor has terminated this Lease with respect to a number of Facilities equal to seven percent (7%) or more (in the aggregate) of the number of Facilities then subject to this Lease pursuant to the first sentence of this Section 16.2, then if any additional Event(s) of Default shall occur thereafter, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any, or, if so elected by Lessor, with respect to all of the Facilities, regardless of the cause of nature of such Event of Default, by giving Lessee notice of such termination and the Term shall terminate and all rights of Lessee under this Lease shall cease with respect to all such Facilities as to which Lessor has elected to so terminate this Lease.  Any such notice of termination may, at Lessor’s option, be given and exercised concurrently with any notice of Event of Default given by Lessor to Lessee hereunder.  In such event, such termination shall be effective immediately upon the occurrence of the Event of Default subject to Legal Requirements, including, without limitation, any requirement that the occupant needs to be the holder of any applicable health care licenses.  In addition to the foregoing, if any Event of Default pursuant to Section 16.1(g) or (h) shall occur, Lessor shall have the immediate right, at its election in its sole discretion, to terminate this Lease with respect to all of the Facilities.  In all such events, Lessor shall have all rights at law and in equity available to Lessor as a result of any Event of Default.  Lessee shall pay as Additional Charges all costs and expenses incurred by or on behalf of Lessor, including reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder.  If an Event of Default shall have occurred and be continuing, whether or not this Lease has been terminated with respect to any one or more (including all, if so elected by Lessor and permitted in accordance with the terms hereof) of the Facilities pursuant to this Section 16.2, Lessee shall, to the extent permitted by law, if required by Lessor so to do, immediately surrender to Lessor possession of the Leased Property and any Capital Additions of the Facilities as to which Lessor has so elected to terminate this Lease and quit the same and Lessor may enter upon and repossess such Leased Property and such Capital Additions by reasonable force, summary proceedings, ejectment or otherwise, and may remove Lessee and all other Persons and any of Lessee’s Personal Property from such Leased Property and such Capital Additions.

16.3Damages.  (i) The termination of this Lease with respect to any one or more of the Facilities; (ii) the repossession of the Leased Property and any Capital Additions of any Facility; (iii) the failure of Lessor, notwithstanding reasonable good faith efforts, to relet the Leased Property or any portion thereof; (iv) the reletting of all or any portion of the Leased Property; or (v) the failure or inability of Lessor to collect or receive any rentals due upon any such reletting, shall not relieve Lessee of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting.  In addition, the termination of this Lease with respect to any one or more of the Facilities shall not relieve Lessee of its liabilities and obligations hereunder with respect to such terminated Facility(ies) that are intended to survive the termination of this Lease, including, without limitation, the obligations set forth in this Section 16.3 and Sections 16.5, 23.1, 37.4 and 45.1.8.  If any such termination occurs, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Facility(ies)

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terminated to and including the date of such termination.  Thereafter, following any such termination, Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for an Event of Default by Lessee, the sum of:

(a)the worth at the time of award of the unpaid Rent which had been earned at the time of termination with respect to the terminated Facility(ies),

(b)the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination with respect to the terminated Facility(ies) until the time of award exceeds the amount of such rental loss that Lessee proves could have been reasonably avoided,

(c)the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term for the terminated Facility(ies) after the time of award exceeds the amount of such rental loss that Lessee proves could be reasonably avoided, plus

(d)any other amount necessary to compensate Lessor for all the detriment proximately caused by Lessee’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom.

As used in clauses (a) and (b) above, the “worth at the time of award” shall be computed by allowing interest at the Overdue Rate.  As used in clause (c) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

Alternatively, if Lessor does not elect to terminate this Lease with respect to any Facility, then Lessee shall pay to Lessor, at Lessor’s option, as and for agreed damages for such Event of Default without termination of Lessee’s right to possession of the Leased Property and any Capital Additions or any portion thereof, each installment of said Rent and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, together with interest at the Overdue Rate from the date when due until paid, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease.

16.4Receiver.  Upon the occurrence of an Event of Default, and upon commencement of proceedings to enforce the rights of Lessor hereunder, Lessor shall be entitled, as a matter of right, to the appointment of a receiver or receivers acceptable to Lessor of the Leased Property and any Capital Additions of the revenues, earnings, income, products and profits thereof, pending the outcome of such proceedings, with such powers as the court making such appointment shall confer.

16.5Lessee’s Obligation to Purchase.  Upon the occurrence of a Put Event with respect to any Facility or Facilities, Lessor shall be entitled to require Lessee to purchase the Leased Property of such Facility or Facilities on the first Minimum Rent Payment Date occurring not less than thirty (30) days after the date specified in a notice from Lessor requiring such purchase for an amount equal to the greater of (i) the Fair Market Value of such Facility(ies), or (ii) the Minimum Purchase Price of such Facility(ies), plus, in either event, all Rent then due and payable (excluding any portion of the installment of Minimum Rent equal to the Allocated Minimum Rent for such Facility(ies) due on the purchase date) with respect to such Facility(ies).

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If Lessor exercises such right, Lessor shall convey the Leased Property of such Facility(ies) to Lessee on the date fixed therefor in accordance with the provisions of Article XVIII upon receipt of the purchase price therefor and this Lease shall thereupon terminate with respect to such Facility(ies).  Any purchase by Lessee of the Leased Property of a Facility pursuant to this Section shall be in lieu of the damages specified in Section 16.3 with respect to such Facility.

16.6Waiver.  If Lessor initiates judicial proceedings or if this Lease is terminated by Lessor pursuant to this Article with respect to a Facility, Lessee waives, to the extent permitted by applicable law, (i) any right of redemption, re-entry or repossession; and (ii) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt.

16.7Application of Funds.  Any payments received by Lessor under any of the provisions of this Lease shall be applied to Lessee’s obligations in the order which Lessor may determine or as may be prescribed by the laws of the applicable State(s).

16.8Intentionally Omitted.

16.9Grant of Security Interest; Appointment of Collateral Agent.  The parties intend that if an Event of Default occurs under this Lease, Lessor will control Lessee’s Personal Property and the Intangible Property (but excluding any of Lessee’s Personal Property or Intangible Property to the extent constituting (i) proprietary information, intellectual property, trademarks or tradenames of any Lessee Party or any Affiliate thereof, or (ii) any systems, software, contracts or other Personal Property of any Lessee Party or Affiliate thereof with respect to assets or facilities of any Lessee Party or Affiliate thereof in addition to the Facilities, collectively, “Lessee’s IP Intangibles”) so that Lessor or its designee or nominee can operate or re-let each Facility intact for its Primary Intended Use.  Accordingly, to implement such intention, and for the purpose of securing the payment and performance obligations of Lessee hereunder, Lessor and Lessee agree as follows:

16.9.1Grant of Security Interest.

(a)Lessee, as debtor, hereby grants to Collateral Agent, as secured party, for the benefit of Lessor, a security interest and an express contractual lien upon all of Lessee’s right, title and interest in and to Lessee’s Personal Property and in and to the Intangible Property (but excluding Lessee’s IP Intangibles) and any and all products, rents, leases (including modification, extension, termination and other rights thereunder), issues, proceeds and profits thereof in which Lessee now owns or hereafter acquires an interest or right, including any leased Lessee’s Personal Property (other than Lessee’s IP Intangibles) (collectively, the “Collateral”).  This Lease constitutes a security agreement covering all such Collateral.  The security interest granted to Collateral Agent with respect to Lessee’s Personal Property in this Section 16.9 is intended by Lessor and Lessee to be subordinate to any security interest granted in connection with the financing or leasing of all or any portion of the Lessee’s Personal Property so long as the lessor or financier of such Lessee’s Personal Property agrees to give Lessor written notice of any default by Lessee under the terms of such lease or financing arrangement, to give Lessor a reasonable time following such notice to cure any such default and consents to Lessor’s written assumption of such lease or financing arrangement upon Lessor’s

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curing of any such defaults.  This clause shall be self-operative and no further instrument of subordination shall be required.  This security agreement and the security interest created herein shall survive the expiration or earlier termination of this Lease with respect to any or all of the Facilities.

(b)           Lessee hereby authorizes Collateral Agent to file such financing statements, continuation statements and other documents as may be necessary or desirable to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral.  In addition, if required by Collateral Agent at any time during the Term, Lessee shall execute and deliver to Collateral Agent, in form reasonably satisfactory to Collateral Agent, additional security agreements, financing statements, fixture filings and such other documents as Collateral Agent may reasonably require to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral.  In the event Lessee fails to execute any financing statement or other documents for the perfection or continuation of Collateral Agent’s security interest, Lessee hereby appoints Collateral Agent as its true and lawful attorney-in-fact to execute any such documents on its behalf, which power of attorney shall be irrevocable and is deemed to be coupled with an interest.

(c)           Lessee will give Collateral Agent at least thirty (30) days’ prior written notice of any change in Lessee’s name, identity, jurisdiction of organization or corporate structure.  With respect to any such change, Lessee will promptly execute and deliver such instruments, documents and notices and take such actions, as Collateral Agent deems necessary or desirable to create, perfect and protect the security interests of Collateral Agent in the Collateral.

(d)           Upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall be entitled to exercise any and all rights or remedies available to a secured party under the Uniform Commercial Code, or available to a lessor under the laws of the State, with respect to Lessee’s Personal Property and the Intangible Property, including the right to sell the same at public or private sale.

16.9.2     Appointment of Collateral Agent.

(a)           Each Person comprising “Lessor” hereunder hereby irrevocably appoints HCP (the “Collateral Agent”) as the collateral agent hereunder and under all other documents related hereto and authorizes Collateral Agent in such capacity, to take such actions on its behalf and to exercise such powers as are delegated to Collateral Agent in such capacity by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  In performing its functions and duties hereunder, Collateral Agent shall act for itself and as agent for each Person comprising “Lessor” hereunder and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Lessee.  The provisions of this Section 16.9.2 are solely for the benefit of Collateral Agent and each Person comprising “Lessor” hereunder, and Lessee shall have no rights as a third party beneficiary(ies) of any of such provisions.

(b)           The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents appointed

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by the Collateral Agent.

(c)           The Collateral Agent may at any time give notice of its resignation to the Persons comprising “Lessor” hereunder and Lessee.  Upon receipt of any such notice of resignation, the Persons comprising “Lessor” hereunder shall have the right to appoint a successor Collateral Agent.  If no such successor shall have been so appointed by the Persons comprising “Lessor” hereunder and shall have accepted such appointment within ten (10) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of each Person comprising “Lessor” hereunder, appoint a successor Collateral Agent; provided that if the Collateral Agent shall notify Lessee and each Person comprising “Lessor” hereunder that no such successor is willing to accept such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder (except that in the case of any Collateral held by the Collateral Agent on behalf of each Person comprising “Lessor” hereunder, the Collateral Agent may continue to hold such Collateral until such time as a successor Collateral Agent is appointed and such Collateral is assigned to such successor Collateral Agent) and (ii) all payments, communications and determinations provided to be made by, to or through the Collateral Agent shall instead be made by or to each Person comprising “Lessor” hereunder directly, until such time as the Persons comprising “Lessor” hereunder appoint a successor Collateral Agent.

(d)           Upon the acceptance of a successor’s or replacement’s appointment as Collateral Agent, such successor or replacement shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder.  After the retiring Collateral Agent’s resignation hereunder, the provisions of this Section 16.9.2 shall continue in effect for the benefit of such retiring Collateral Agent and its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting in such capacity.

16.10      Leases and Residential Care Agreements.  Lessee shall comply with and observe in all material respects Lessee’s obligations under all leases and residential care agreements, including Lessee’s obligations pertaining to the maintenance and disposition of resident or tenant security deposits (provided, however, that no breach of Lessee’s obligations with respect to such leases and residential care agreements shall constitute a default hereunder until and unless any such breaches or defaults affect a material number of the leases and residential care agreements at any one Facility).  Upon delivery of notice by Lessor or Collateral Agent to Lessee of Lessor’s or Collateral Agent’s exercise of its respective rights under this Article, at any time during the continuance of an Event of Default, and without the necessity of Lessor or Collateral Agent entering upon and taking and maintaining control of any Facility directly, by a receiver, or by any other manner or proceeding permitted by applicable law, Lessor and/or Collateral Agent immediately shall have, to the extent permitted by applicable law, all rights, powers and authority granted to Lessee under any lease or residential care agreement relating to such Facility, including the right, power and authority to modify the terms of any such lease or residential care agreement for such Facility, or extend or terminate any such lease or residential care agreement for such Facility.  During the continuance of an Event of Default, unless Lessor and/or Collateral Agent elects in its sole discretion to assume the obligations of

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Lessee under any lease or residential care agreement for any Facility, neither Lessor nor Collateral Agent shall (i) be obligated to perform any of the terms, covenants or conditions contained in such lease or residential care agreement relating to such Facility (or otherwise have any obligation with respect to such lease or residential care agreement relating to such Facility) or (ii) be obligated to appear in or defend any action or proceeding relating to such lease or residential care agreement relating to such Facility.  Notwithstanding anything to the contrary in this Section 16.10, but subject to the other terms and conditions contained in this Lease, except during the continuance of an Event of Default, Lessee shall be entitled to exercise any and all rights under any Occupancy Arrangements relating to any Facility, including Lessee’s right, power and authority to modify the terms of any such Occupancy Arrangements or extend or terminate such Occupancy Arrangements.

ARTICLE XVII.

17.1        Lessor’s Right to Cure Lessee’s Default.  If Lessee shall fail to make any payment or to perform any material act required to be made or performed hereunder, Lessor (following the occurrence and during the continuance of any Event of Default), without waiving or releasing any obligation or default, may (upon written notice to Lessee), but shall be under no obligation to, make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the Leased Property and any Capital Addition, during normal business hours and upon prior notice to Lessee (except in the case of any emergency), for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor.  No such entry shall be deemed an eviction of Lessee.  All sums so paid by Lessor and all out-of-pocket costs and expenses, including reasonable attorneys’ fees and expenses, so incurred, together with interest thereon at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessor, shall be paid by Lessee to Lessor on demand.

ARTICLE XVIII.

18.1        Purchase of the Leased Property.  If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any provisions of this Lease, Lessor shall, upon receipt from Lessee of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Lessee an appropriate special or limited warranty deed conveying the entire interest of Lessor in and to such Leased Property to Lessee free and clear of all encumbrances other than (i) those that Lessee has agreed hereunder to pay or discharge; (ii) those mortgage liens, if any, which Lessee has agreed in writing to accept and to take title subject to; (iii) those liens and encumbrances which were in effect on the date of conveyance of such Leased Property to Lessor; and (iv) any other encumbrances permitted hereunder to be imposed on such Leased Property which are assumable at no cost to Lessee or to which Lessee may take subject without cost to Lessee or material interference with the use or operations of the applicable Facility for its Primary Intended Use.  The difference between the applicable purchase price and the total of the encumbrances assumed or taken subject to shall be paid to Lessor or as Lessor may direct in immediately available funds.  All reasonable out-of-pocket expenses of such conveyance, including the cost of title insurance, attorneys’ fees incurred by Lessor in connection with such conveyance and release, transfer taxes and recording and escrow fees, shall be paid by Lessee.

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18.2        Rights of Lessee Prior to Closing.  Notwithstanding anything to the contrary in this Lease, or at law or in equity, if Lessor shall exercise its right to require Lessee to purchase the Leased Property of any Facility pursuant to Section 16.5 (a “Purchase Obligation Exercise”), the following shall pertain:

(a)           Such Purchase Obligation Exercise (and any purchase or other separate contract formed upon such Purchase Obligation Exercise) shall not under any circumstances cause a termination of this Lease with respect to such Facility, and this Lease shall remain in full force and effect with respect to such Facility to and until the consummation of the closing in accordance with the terms thereof;

(b)           Lessee hereby acknowledges and agrees that Lessee shall not under any circumstances be entitled to possession of the Leased Property of any Facility under the terms of any purchase or other separate contract formed upon such Purchase Obligation Exercise until the closing thereof, and that, prior thereto, Lessee’s possession of the Leased Property of such Facility shall be solely by way of this Lease;

(c)           In no event shall Lessee be deemed a vendee in possession; and

(d)           In the event that an Event of Default relating to the subject Facility shall occur at any time during the period from such Purchase Obligation Exercise to and until closing, Lessor shall be entitled to exercise any and all rights or remedies available to a landlord against a defaulting tenant, whether at law or equity, including those set forth in Article XVI hereof, and specifically including the right to recover possession of the Leased Property of such Facility through summary proceedings (such as unlawful detainer or other similar action permitted by law), and in no event shall Lessor be required to bring an action for ejectment or any other similar non-expedited proceeding.

18.3        Lessor’s Election of 1031 Exchange; Lessee’s Regulatory Filings.  If Lessee purchases the Leased Property of any Facility from Lessor pursuant to any provision of this Lease, Lessor may elect to sell the Leased Property to Lessee in the form of a tax-deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“1031 Exchange”).  In the event that Lessor shall so elect, Lessor shall give written notice to Lessee and any escrow holder of such election and the following shall apply:

(a)           Lessor may attempt to identify before the closing other property which qualifies as “like-kind” property for a 1031 Exchange (the “Target Property”) by giving written notice to Lessee and any escrow holder and identifying to such escrow holder the Target Property prior to the closing.

(b)           If Lessor has not so identified the Target Property before the closing, then Lessor shall proceed with the closing unless Lessor at its option enters into an exchange agreement with an accommodation party (“Accommodator”) in order to facilitate a non-simultaneous exchange.  If an Accommodator is so designated, Lessor shall cause the Accommodator (i) to acquire title to the Leased Property from Lessor at or before the closing and, (ii) to transfer title in the Leased Property to Lessee on closing for the applicable purchase

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price.

(c)           Lessee shall fully cooperate with any such 1031 Exchange, including but not limited to executing and delivering additional documents requested or approved by Lessor; provided, that Lessee shall not be required to incur any additional costs or liabilities or financial obligation as a consequence of any of the foregoing exchange transactions.

(d)           Lessor hereby agrees to reasonably cooperate (at no cost to Lessor) with Lessee in connection with the satisfaction of disclosure and reporting obligations of Lessee arising pursuant to applicable Legal Requirements.  Notwithstanding anything to the contrary contained in this Lease, it is hereby understood and agreed that if an Event of Default results from Lessor’s failure, following Lessee’s written request therefor pursuant to the provisions of Section 10.2.6 hereof, to provide information necessary to be disclosed or otherwise required by Legal Requirements, then the Event of Default that would otherwise occur shall be deemed not to exist under this Lease to the extent resulting from any such failure of Lessor.  Lessee and Lessor agree to reasonably cooperate to limit any such disclosure requirements pursuant to Legal Requirements to the extent Lessor objects to same.

ARTICLE XIX.

19.1        Extended Terms.

(a)           Provided that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred and is continuing, either at the date of exercise or upon the commencement of an Extended Term, Lessee shall have the right (subject to Section 19.1(c)) to renew this Lease with respect to all (but not less than all) of, respectively, the Pool 1 Facilities, the Pool 2 Facilities and the Pool 3 Facilities then covered by this Lease for the Extended Terms for such Facilities set forth on Exhibit A-1, Exhibit A-2 and Exhibit A-3 attached hereto.  Each renewal option shall be exercised, if at all, by Lessee (i) giving written notice to Lessor of Lessee’s intent to renew (subject to an acceptable determination of Fair Market Rental in accordance with the appraisal process set forth in Article XXXIV) not less than twenty-four (24) months and not more than thirty (30) months prior to the expiration of the applicable then-current Term, (ii) giving written notice to Lessor of such renewal not less than thirty (30) days after the completion of the appraisal process set forth in Article XXXIV (such thirty (30) day period, together with the Appraisal Period, the “Renewal Option Period”), subject to Section 34.1.4, (iii) delivering (if the Guaranty is, at the time of such notice, required to be in place pursuant to this Lease) to Lessor, concurrently with the delivery of the notice described in clause (i) hereof, a reaffirmation of the Guaranty executed by the Guarantor stating, in substance, that the Guarantor’s obligations under such Guaranty shall extend to this Lease, as extended by the subject Extended Term (but Lessor may, at its sole and absolute discretion, waive this requirement), and (iv) with respect to any facility(ies) subject to a New Lease or New Master Lease hereafter with or in favor of Lessor or any Affiliate of Lessor and any Other Purchase Agreement Facilities demised under a lease with or in favor of Lessor or any Affiliate of Lessor, the exercise by the “Lessee” thereunder of the renewal of each such New Lease, New Master Lease or other lease for the corresponding and co-terminus “Extended Term” thereof, concurrently with the delivery of the notice described in clause (ii) hereof.  Lessee’s exercise of any renewal option hereunder shall be irrevocable and

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immediately binding upon Lessee, as applicable (x) as provided in Section 34.1.4, or (y) as of the date that Lessee delivers the applicable notices and reaffirmations pursuant to the foregoing items (ii) through (iv); Lessor acknowledges and agrees that, except as provided in Section 34.1.4, prior to the occurrence of the date specified in clause (y) Lessee shall have the right to withdraw its exercise of a renewal option hereunder by delivery of written notice thereof to Lessor.  During each Extended Term, all of the terms and conditions of this Lease shall continue in full force and effect.  When establishing the Fair Market Rental for purposes of this Section 19.1, the “income generated by the Leased Property and all Capital Additions of such Facility, or applicable portion(s) thereof” shall be determined based upon Lessee’s actual net operating income generated by the Leased Property and all Capital Additions of the subject Facility for the twelve (12) month period from and including the thirty-eighth (38th) full calendar month preceding the expiration of the Initial Term of such Facility and through and including the twenty-seventh (27th) full calendar month preceding the expiration of  such Initial Term.

(b)           Intentionally Omitted.

(c)           Notwithstanding anything to the contrary in Section 19.1(a), Lessor, in its sole discretion, may waive the condition to Lessee’s right to renew this Lease that no Event of Default, or event which, with notice or lapse of time or both, would constitute a monetary Event of Default, has occurred or is continuing, and the same may not be used by Lessee as a means to negate the effectiveness of Lessee’s exercise of its renewal right for such Extended Term.

(d)           If, pursuant to the terms of Section 19.1(a)(i), Lessee shall have given Lessor notice of its intent to renew (subject to an acceptable determination of Fair Market Rental in accordance with the appraisal process set forth in Article XXXIV) and at any time during the Renewal Option Period shall have the right to elect, and shall elect, not to renew this Lease, Lessee shall provide Lessor with notice of such election, then Lessor may require that Lessee (x) pay all the fees and expenses of the Appraisers appointed pursuant to Section 34.1 (including Lessor’s portion thereof), and (y) continue as a holdover tenant at the then current Minimum Rent following the expiration of the Term for an additional period designated by Lessor, but not to exceed the lesser of six (6) months and the time actually required for Lessor to re-let the Leased Property.

ARTICLE XX.

20.1        Holding Over.  Except as provided in Section 19.1(a) and (c), if Lessee shall for any reason remain in possession of any portion of the Leased Property and/or any Capital Additions after the expiration or earlier termination of the Term, such possession shall be as a month-to-month tenant during which time Lessee shall pay as Minimum Rent for each month an amount equal to one hundred fifty percent (150%) of the monthly Minimum Rent applicable to the prior Lease Year, together with all Additional Charges and all other sums payable by Lessee pursuant to this Lease.  During such period of month-to-month tenancy, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to month-to-month tenancies, to continue its occupancy and use of the Leased Property and/or any Capital Additions.  Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease.

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ARTICLE XXI.

21.1        General REIT Provisions.  Lessee acknowledges that, in order for Lessor and/or Lessor’s Affiliates to qualify as a REIT, certain REIT Requirements must be satisfied, including, without limitation, the provisions of Section 856 of the Code.  Accordingly, Lessee agrees, and agrees to cause its Affiliates, Occupants and any other parties subject to its control by ownership or contract, to cooperate reasonably with Landlord to ensure that the REIT Requirements are satisfied, including, but not limited to, providing Lessor with information about the ownership of Lessee and its Affiliates; provided, that such cooperation shall not result in any unreimbursed cost or other adverse consequence to Lessee.  Lessee agrees, and agrees to cause its Affiliates, upon request by Lessor, to take all action reasonably necessary to ensure compliance with the REIT Requirements; provided, that such actions shall not result in any unreimbursed cost or other adverse consequence to Lessee.

21.2        REIT Agreements.  Lessor and Lessee agree that (a) rents payable under this Lease are not based in whole or in part on the income or profits of any Person; (b) as of the date this Lease was entered into or modified, rents payable under this Lease were set at a fair market rental amount or formula, and there was a reasonable expectation that Lessee had the financial wherewithal to make the payments required; and (c) no services or amenities are provided to Lessee under this Lease, other than services that are both (1) customarily furnished or rendered by or on behalf of Lessor in connection with the rental of real property of a similar class in the geographic areas in which the relevant property is located and (2) customarily furnished or rendered in connection with the rental of space for occupancy only (as opposed to primarily for the convenience of the tenant).

ARTICLE XXII.

22.1        Risk of Loss.  During the Term, the risk of loss or of decrease in the enjoyment and beneficial use of the Leased Property and any Capital Additions as a consequence of the damage or destruction thereof by fire, the elements, casualties, thefts, riots, wars or otherwise, or in consequence of foreclosures, attachments, levies or executions (other than by Lessor and Persons claiming from, through or under Lessor) is assumed by Lessee, and no such event shall entitle Lessee to any abatement of Rent.

ARTICLE XXIII.

23.1        General Indemnification.  In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor and its Affiliates from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants’ and experts’ fees and expenses, imposed upon or incurred by or asserted against Lessor or any of its Affiliates by reason of:  (i) any accident, injury to or death of Persons or loss of or damage to property occurring on or about the Leased Property, or any Capital Additions or adjoining sidewalks thereto; (ii) any use, misuse, non-use, condition,

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maintenance or repair by Lessee of the Leased Property or any Capital Additions; (iii) any failure on the part of Lessee to perform or comply with any of the terms of this Lease; (iv) the non-performance of any of the terms and provisions of any and all existing and future subleases of the Leased Property or any Capital Additions to be performed by any party thereunder; (v) any claim for malpractice, negligence or misconduct committed by any Person on or working from the Leased Property or any Capital Additions; and (vi) the violation of any Legal Requirement (the foregoing (i) through (vi), collectively, the “Indemnified Liabilities”).  Notwithstanding anything to the contrary contained in the above, Lessee shall not have any obligation hereunder to the extent that such Indemnified Liabilities arise solely from the gross negligence, illegal acts, fraud or willful misconduct of Lessor or any of its Affiliates.  Any amounts which become payable by Lessee under this Article shall be paid within ten (10) Business Days after liability therefor is finally determined in a non-appealable judgment by litigation or otherwise, and if not timely paid shall bear interest at the Overdue Rate from the date of such determination to the date of payment.  Lessee, at its sole cost and expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against Lessor or any of its Affiliates for which Lessee is obligated to indemnify Lessor or such Affiliate pursuant to this Article XXIII or any other provision of this Lease and may settle compromise or otherwise dispose of the same as Lessee sees fit; provided, however, that any legal counsel selected by Lessee to defend Lessor or such Affiliate shall be reasonably satisfactory to Lessor, and, if required by Lessor, any such counsel retained by Lessee to defend Lessor or such Affiliate shall be separate, independent counsel from any counsel selected by Lessee to defend Lessee; provided further, however, that, without Lessor’s prior written consent, which consent may be given or withheld in Lessor’s sole and absolute discretion, Lessee shall not enter into any settlement agreement with respect to, or compromise or otherwise dispose of any such claim, action or proceeding asserted or instituted against Lessor for which Lessee is obligated to indemnify Lessor or any of its Affiliates pursuant to this Article or any other provision of this Lease if such settlement, compromise or disposition thereof requires any performance by Lessor or any of its Affiliates (other than the payment of money which shall be paid by Lessee) or would impose any restrictions or other covenants upon Lessor, any of its Affiliates or the Leased Property.  All indemnification covenants set forth in this Article or elsewhere in this Lease are intended to apply to losses, damages, injuries, claims, etc. incurred directly by the indemnified parties and their property, as well as by the indemnifying party or third party, and their property.  For purposes of this Article and the other indemnification obligations of Lessee under this Lease, any acts or omissions of Lessee, or by employees, agents, assignees, contractors, subcontractors or others acting for or on behalf of Lessee (whether or not they are negligent, intentional, willful or unlawful), shall be strictly attributable to Lessee.  It is understood and agreed that payment shall not be a condition precedent to enforcement of the foregoing indemnification obligations or any of the other indemnification obligations of Lessee set forth in this Lease.

ARTICLE XXIV.

24.1        Transfers.

24.1.1     Prohibition.  Subject to the provisions of Sections 24.1.8, 24.1.10, 24.1.11 and 24.1.12 below, Lessee shall not, without Lessor’s prior written consent, which consent may not be unreasonably withheld or delayed (except as provided in the last sentence of this Section 24.1.1), either directly or indirectly or through one or more step transactions or

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tiered transactions, voluntarily or by operation of law, (i) assign, convey, sell, pledge, mortgage, hypothecate or otherwise encumber, transfer or dispose of all or any part of this Lease or Lessee’s leasehold estate hereunder, (ii) Master Sublease all or any part of the Leased Property and/or any Capital Additions of any Facility, (iii) engage the services of any Person that is not an Affiliate of Lessee for the management or operation of more than ten percent (10%) of the Leased Property and/or any Capital Additions of any Facility, (iv) convey, sell, assign, transfer or dispose of any stock or partnership, membership or other interests (whether equity or otherwise) in Lessee (which shall include any conveyance, sale, assignment, transfer or disposition of any stock or partnership, membership or other interests (whether equity or otherwise) in any Controlling Person(s)), if such conveyance, sale, assignment, transfer or disposition results in a change in control of Lessee (or in any Controlling Person(s)), (v) dissolve, merge or consolidate Lessee (which shall include any dissolution, merger or consolidation of any Controlling Person) with any other Person, if such dissolution, merger or consolidation results in a change in control of Lessee or in any Controlling Person(s), (vi) sell, convey, assign, or otherwise transfer all or substantially all of the assets of Lessee (which shall include any sale, conveyance, assignment, or other transfer of all or substantially all of the assets of any Controlling Person) or (vii) consummate or permit to be consummated any agreement or arrangement to do any of the foregoing (each of the aforesaid acts referred to in clauses (i) through (vii) being referred to herein as a “Transfer”).  Lessor’s consent shall not be required for any Occupancy Arrangement transaction that does not constitute a Master Sublease or for the engagement of the services of any Person for the management or operation of ten percent (10%) or less of the Leased Property and/or any Capital Additions of any Facility.  With respect to any such Occupancy Arrangement or engagement for which such consent is not required, Lessee shall, within ten (10) days of entering into any such Occupancy Arrangement or engagement, notify Lessor of the existence of such Occupancy Arrangement or engagement and the identity of the Occupant or manager, as the case may be, and supply Lessor with a copy of the agreement relating to such Occupancy Arrangement or engagement and any other related documentation, materials or information reasonably requested by Lessor; provided, however, that the foregoing shall not apply to any Occupancy Arrangement for patients or residents of any Facility (i.e., any non-Commercial Occupancy Arrangements). Notwithstanding the foregoing or any other provisions of this Lease to the contrary, Lessee acknowledges that (x) it is Lessor’s practice not to permit any mortgages, hypothecations, pledges or other encumbrances of leasehold interests by its lessees, and (y) Lessor shall have the right to approve or disapprove of any such mortgage, hypothecation, pledge or other encumbrance of the leasehold estate created hereby by Lessee (whether directly or indirectly) in Lessor’s sole and absolute discretion, and (z) if Lessor shall approve the same Lessor shall be entitled to impose such conditions in connection therewith as Lessor deems appropriate in its sole and absolute discretion.

24.1.2     Consent.

24.1.2.1                 Prior to consummating any Transfer, Lessee shall submit in writing to Lessor, as applicable: (i) the name of the proposed Occupant, assignee, manager or other transferee; (ii) the terms and provisions of the Transfer, including any agreements in connection therewith; and (iii) such financial information as Lessor may reasonably request concerning the proposed Occupant, assignee, manager or other transferee. In exercising its right of reasonable approval or disapproval to a proposed Transfer, Lessor shall be entitled to take into account any fact or factor that is commercially reasonable to the making of

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such decision, including the following, all of which are agreed to be reasonable factors for Lessor’s consideration:

(a)           The financial strength of the proposed Occupant, assignee, manager or other transferee, including the adequacy of its working capital. In connection with a Transfer resulting from a merger or consolidation to which Lessee or any Guarantor or Controlling Party is a party, Lessor shall be entitled to compare the Consolidated Net Worth and debt to equity ratio of the surviving party following the effectiveness of such event as compared to the Consolidated Net Worth and debt-to-equity ratio of Lessee or such Controlling Party, as applicable, is a party prior to such event.

(b)           The operating experience of the proposed Occupant, assignee, manager or other transferee with respect to businesses of the nature, type and size of the applicable Facility.

(c)           The quality and reputation of the proposed Occupant, assignee, manager or other transferee.

(d)           Whether such Transfer will cause a breach or violation of any material agreements to which Lessee or any Controlling Person is a party.

(e)           Whether there then exists any uncured Event of Default by Lessee pursuant to this Lease; provided, however, that if (A) Lessee is proposing to enter into a Master Sublease with respect to one or more Facilities, (B) there is no uncured monetary Event of Default under this Lease, (C) a non-monetary Event of Default has occurred at another Facility (i.e., a Facility that Lessee is not proposing to Master Sublease), Lessor has not yet exercised any of its rights or remedies on account thereof pursuant to Article XVI hereof, and Lessee is diligently and in good faith proceeding to cure such non-monetary Event of Default at such other Facility, then Lessor shall not take the same into account as the sole basis for withholding its consent to any such proposed Master Sublease of such other Facility(ies).

Moreover, Lessor shall be entitled to be reasonably satisfied that neither any covenant, condition or obligation imposed upon Lessee by this Lease nor any right, remedy or benefit afforded Lessor by this Lease is materially impaired or diminished by such Transfer. Lessee acknowledges, however, that any proposed partial assignment, conveyance, sale, transfer or other disposition of this Lease or Lessee’s leasehold estate hereunder with respect to less than all of the Facilities would materially impair the covenants, conditions and obligations imposed upon Lessee by this Lease and the rights, remedies and benefits afforded Lessor by this Lease as a single, integrated and indivisible agreement and economic unit with respect to all Facilities, and therefore it would be reasonable for Lessor to withhold its consent to any such partial assignment, conveyance, sale, transfer or other disposition of this Lease or Lessee’s leasehold estate hereunder with respect to less than all the Facilities on such basis.

24.1.2.2                 In connection with any Transfer, Lessor shall be entitled to receive the applicable Transfer Consideration, if any.

In connection with any Transfer, Lessor shall be entitled to require as a condition to any such Transfer that the obligations of any Occupant, assignee, manager or other transferee that is a

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subsidiary of and/or Controlled by another Person or Persons, be guaranteed by the entity or entities constituting the ultimate parent(s)and/or other ultimate Controlling Person(s), as the case may be, pursuant to a written guaranty in form and substance reasonably acceptable to Lessor and that, subject to Section 24.1.3 below, any existing Guaranty of this Lease be reaffirmed by the applicable Guarantor notwithstanding such Transfer.

24.1.2.3                 The foregoing provisions of this Section 24.1.2 shall not apply to any Transfer permitted under Section 24.1.10, 24.1.11 or 24.1.12 below, which shall be governed by the provisions thereof (but shall be subject to Section 24.1.8).

24.1.2.4                 The consent by Lessor to any Transfer shall not constitute Lessor’s consent to any subsequent Transfer or to any subsequent or successive Transfer. Any purported or attempted Transfer contrary to the provisions of this Article shall be void and, at the option of Lessor, shall terminate this Lease.

24.1.3     Release of Existing Lessee and Guarantors Upon Certain Transfers.  Upon the consummation of any Transfer by Lessee that (a) constitutes an assignment of Lessee’s entire interest in this Lease, (b) requires Lessor’s prior written consent pursuant to the terms of this Article XXIV, and (c) receives such prior written consent by Lessor, Lessor shall release Lessee and any current Guarantor from all obligations arising under this Lease and any current Guaranty, as applicable, following the effective date of such Transfer, so long as each of the following conditions is met:

24.1.3.1                 The Consolidated Net Worth of the assignee or replacement Guarantor, as the case may be, immediately following the effectiveness of such Transfer, shall be equal to or greater than the Consolidated Net Worth of Emeritus as of the Commencement Date.

24.1.3.2                 The debt-to-equity ratio of the assignee following the effectiveness of such Transfer shall be equal to or less than the debt-to-equity ratio of Emeritus as of the Commencement Date.  For purposes of this Section 24.1.3.2, “debt” shall include (without limitation) the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such assignee (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor.

24.1.3.3                 The assignee shall have adequate experience and skill in (i) operating facilities comparable to the applicable Facility(ies) and (ii) a business of the nature, type and size of the business of Emeritus immediately prior to the effectiveness of such Transfer, as determined by Lessor in its reasonable discretion.  Such assignee shall be deemed to have “adequate experience and skill” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such assignee or a Controlling Person of such assignee, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal

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officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer.

24.1.4     Attornment and Related Matters.  Any Commercial Occupancy Arrangement (including any Master Sublease) or the engagement of any Person for the management or operation of all or any portion of the Leased Property shall be expressly subject and subordinate to all applicable terms and conditions of this Lease.  With respect to any Commercial Occupancy Arrangement or any such management agreement, Lessor, at its option and without any obligation to do so, may require any Occupant under any such Commercial Occupant Arrangement or manager to attorn to Lessor upon the expiration or earlier termination of this Lease or (at Lessor’s election) upon the occurrence and during the continuance of an Event of Default, in which event Lessor shall undertake the obligations of Lessee, as sublessor, licensor or otherwise under such Commercial Occupancy Arrangement or management engagement from the time of the exercise of such option to the termination of such Commercial Occupancy Arrangement or management engagement and in such case Lessor shall not be liable for any prepaid rents, fees or other charges or for any prepaid security deposits paid by such Occupant under any such Commercial Occupant Arrangement to Lessee or for any other prior defaults of Lessee under such Commercial Occupancy Arrangement or management engagement.  In the event that Lessor shall not require such attornment with respect to any such Commercial Occupancy Arrangement or management engagement, then such Commercial Occupancy Arrangement or management engagement shall automatically terminate upon the expiration or earlier termination of this Lease, including any early termination by mutual agreement of Lessor and Lessee.  Furthermore, any such Commercial Occupancy Arrangement, management engagement or other agreement regarding a Transfer shall expressly provide that the Occupant, assignee, manager or other transferee shall furnish Lessor with such financial, operational or other information about the physical condition of the applicable Facility, including the information required by Section 25.1.2 herein, as Lessor may request from time to time.

24.1.5     Assignment of Lessee’s Rights Against Occupant Under a Master Sublease.  If Lessor shall consent to a Master Sublease, then the written instrument of consent, executed and acknowledged by Lessor, Lessee and the Occupant under such Master Sublease, as the case may be, shall contain a provision substantially similar to the following:

24.1.5.1                 Lessee and such Occupant hereby agree that, if such Occupant shall be in default of any of its obligations under the Master Sublease, which default also constitutes an Event of Default by Lessee under this Lease (subject to the express provisions of Section 16.10 hereof), then Lessor shall be permitted to avail itself of all of the rights and remedies available to Lessee against such Occupant in connection therewith.

24.1.5.2                 Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lessor shall be permitted (by assignment of a cause of action or otherwise) to institute an action or proceeding against such Occupant in the name of Lessee in order to enforce Lessee’s rights under the Master Sublease, and also shall be permitted to take all ancillary actions (e.g., serve default notices and demands) in the name of Lessee as Lessor reasonably shall determine to be necessary.

24.1.5.3                 Lessee agrees to cooperate with Lessor, and to execute

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such documents as shall be reasonably necessary, in connection with the implementation of the foregoing rights of Lessor.

24.1.5.4                 Lessee expressly acknowledges and agrees that the exercise by Lessor of any of the foregoing rights and remedies shall not constitute an election of remedies, and shall not in any way impair Lessor’s entitlement to pursue other rights and remedies directly against Lessee.

24.1.6     Costs.  Lessee shall reimburse Lessor for Lessor’s reasonable costs and expenses incurred in conjunction with the processing and documentation of any request for consent as required under this Article XXIV, including reasonable attorneys’, architects’, engineers’ or other consultants’ fees whether or not the transaction for which consent is requested is actually consummated.

24.1.7     No Release of Lessee’s Obligations. Except as expressly set forth in Section 24.1.3 above, no Transfer shall relieve Lessee of its obligation to pay the Rent and to perform all of the other obligations to be performed by Lessee hereunder.  Except as expressly set forth in Section 24.1.3 above, the liability of Lessee named herein and any immediate and remote successor in interest of Lessee with respect to its interest in this Lease (i.e., by means of any Transfer), and the due performance of the obligations of this Lease on Lessee’s part to be performed or observed, shall not in any way be discharged, released or impaired by any (i) agreement which modifies any of the rights or obligations of the parties under this Lease, (ii) stipulation which extends the time within which an obligation under this Lease is to be performed, (iii) waiver of the performance of an obligation required under this Lease, or (iv) failure to enforce any of the obligations set forth in this Lease.  Except as expressly set forth in Section 24.1.3 above, if any such Occupant, assignee, manager or other transferee defaults in any performance due hereunder, Lessor may proceed directly against the Lessee named herein and/or any immediate and remote successor in interest of Lessee without exhausting its remedies against such Occupant, assignee, manager or other transferee.

24.1.8     REIT Protection.  Anything contained in this Lease to the contrary notwithstanding, based on the reasonable advice of Lessor’s outside counsel (i) no Transfer shall be consummated on any basis such that rental or other amounts to be paid by the Occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of the Occupant, assignee, manager or other transferee; (ii) Lessee shall not furnish or render any services to an Occupant, assignee, manager or other transferee with respect to whom Transfer Consideration is required to be paid or manage or operate the Leased Property and/or any Capital Additions so Transferred with respect to which Transfer Consideration is being paid; and (iii) Lessee shall not consummate a Transfer with any Person in which Lessor owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Code); and (iv) Lessee shall not consummate a Transfer with any Person or in any manner which could cause any portion of the amounts received by Lessor pursuant to this Lease or any Occupancy Arrangement to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto or which could cause any other income of Lessor to fail to qualify as income described in Section 856(c)(2) of the Code.  Lessee shall provide such information as Lessor’s outside counsel may reasonably request to provide its advice regarding

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the foregoing, and in rendering such advice, Lessor’s counsel shall be entitled to rely on factual representations from Lessee and Lessor; provided, however, that Lessee shall have no liability therefor if Lessee has provided such information and representations in good faith and after a reasonably diligent review and inquiry of the subject matter thereof.  The requirements of this Section 24.1.8 shall likewise apply to any further Transfers by a transferee.

24.1.9     Transfers In Bankruptcy. It is the intent of the parties hereto that in the event of a Transfer pursuant to the provisions of the Bankruptcy Code, all consideration payable or otherwise to be delivered in connection with such Transfer shall be paid or delivered to Lessor, shall be and remain the exclusive property of Lessor and shall not constitute property of Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code.  Any consideration constituting Lessor’s property pursuant to the immediately preceding sentence and not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor.  For purposes of this Section 24.1.9, the term “consideration” shall mean and include money, services, property and any other thing of value such as payment of costs, cancellation or forgiveness of indebtedness, discounts, rebates, barter and the like.  If any such consideration is in a form other than cash (such as in kind, equity interests, indebtedness earn-outs, or other deferred payments, consulting or management fees, etc.) Lessor shall be entitled to receive in cash the then present fair market value of such consideration.  Notwithstanding any provision of this Lease to the contrary, including this Section 24.1.9, it is expressly understood and agreed that it is the intention of the parties hereto that, notwithstanding any provision of the Bankruptcy Code, including Section 365(f) thereof, Lessee is precluded from effecting any Transfer of a Facility except as may otherwise be expressly provided in this Lease.

24.1.10  Public Offering/Public Trading.  Notwithstanding anything to the contrary in this Article XXIV, other than in connection with a Transfer under Section 24.1.11 below, (i) Lessor’s consent shall not be required in connection with, and the other provisions of this Article XXIV shall not apply to any transfer of any stock of Lessee as a result of a public offering of Lessee’s stock (which transfers shall be deemed not to be “Transfers” hereunder) which (a) constitutes a bona fide public distribution of such stock pursuant to a firm commitment underwriting or a plan of distribution registered under the Securities Act of 1933 and (b) results in such stock being listed for trading on the American Stock Exchange or the New York Stock Exchange or authorized for quotation on the NASDAQ National Market immediately upon the completion of such public offering, (ii) for so long as the stock of Lessee or any Controlling Person(s) is listed for trading on the American Stock Exchange or the New York Stock Exchange or authorized for quotation on the NASDAQ National Market, the transfer or exchange of such stock over such exchange or market (which transfers or exchanges shall be deemed not to be “Transfers” hereunder).

24.1.11  Certain Other Transfers.  Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets

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of Emeritus, directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met:

24.1.11.1                       The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty;

24.1.11.2                       The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event.  For purposes of this Section 24.1.11.2, “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor;

24.1.11.3                       The purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the other party(ies) to the Transfer pursuant to clause (b) above, as the case may be, shall have sufficient operating experience and history with respect to a business of the nature, type and size of the business of Emeritus as the same exists prior to the effectiveness of such event, as reasonably determined by Lessor.  Such purchaser or transferee or other party to such Transfer, as the case may be, shall be deemed to have “sufficient operating experience and history” if (A) the core management team that will be managing the lessee under this Lease immediately following the effectiveness of such Transfer has an average of not less than three (3) years’ operating experience with respect to the operation and management of senior living or health care facilities, or (B) such transferee or purchaser or other party, as the case may be, shall immediately following the effectiveness of such Transfer, and for a period of not less than one (1) year thereafter, directly or indirectly retain and/or hire in a full-time management or consulting capacity a majority of the principal officers of Emeritus who were in the employment of Emeritus prior to the effectiveness of such Transfer;

24.1.11.4                       Lessee shall execute a written affirmation of its obligations under this Lease, in form and substance reasonably acceptable to Lessor.  In addition, except in the case of a Transfer as to which such transferee or purchaser or surviving party, as the case may be, assumes the obligations of any Guarantor under the applicable Guaranty as a matter of law, such transferee or purchaser or surviving party shall execute either (A) a written assumption of each Guaranty in form and substance reasonably acceptable to Lessor or (B) a new guaranty of this Lease consistent in form and substance with each such Guaranty.  In addition, if any such transferee, purchaser or surviving party is a subsidiary of and/or Controlled by another Person or Persons, the entity or entities constituting the ultimate parent(s) and/or

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other ultimate Controlling Person(s), as the case may be, shall execute a written guaranty of Lessee’s obligations under this Lease pursuant to a written guaranty in form and substance reasonably acceptable to Lessor;

24.1.11.5                       No Event of Default shall have occurred and be continuing hereunder;

24.1.11.6                       Intentionally Omitted; and

24.1.11.7                       Lessor shall receive the applicable information described in Section 24.1.2.1 with respect to each such proposed Transfer and the proposed purchaser, or transferee, or other party(ies) to the Transfer, as the case may be.

As used in this Section 24.1.11, “other material assets” shall mean that Emeritus has other net assets as determined in accordance with GAAP, whether direct or indirect, other than its interests (whether direct or indirect) in this Lease, the Facilities and any other facilities leased by Emeritus or an Affiliate of Emeritus from Lessor or an Affiliate of Lessor, which in the aggregate total not less than One Hundred Million Dollars ($100,000,000) or represent at least forty percent (40%) of the total net assets as determined in accordance with GAAP of Emeritus, including its interests (whether direct or indirect) in the Facilities and any other facilities leased by Emeritus or any Affiliate of Emeritus from Lessor or an Affiliate of Lessor.

24.1.12  Affiliate Transactions.  Notwithstanding anything to the contrary contained in this Article XXIV but subject to the provisions of Section 24.1.8 above, Lessor’s consent shall not be required in connection with, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to, any assignment of Lessee’s interest in this Lease to one or more Affiliate(s) of Lessee (if more than one, jointly and severally as “Lessee” hereunder) or a Master Sublease of all or any portion of the Leased Property to an Affiliate of Lessee (including any engagement by Lessee of an Affiliate to operate or manage all or any portion of the Leased Property) (each, a “Permitted Affiliate Transaction”), so long as in connection therewith, each of the following conditions is met:

24.1.12.1                       In connection with such Permitted Affiliate Transaction, there is no change in the use of the Leased Property of any Facility from its Primary Intended Use;

24.1.12.2                       No Event of Default shall have occurred and be continuing;

24.1.12.3                       In the case of such an assignment, (i) the assignee(s) shall assume (jointly and severally) all of the obligations of Lessee hereunder accruing subsequent to the effective date of such assignment by an instrument in writing in form and substance reasonably satisfactory to Lessor, and a copy thereof shall be delivered to Lessor along with the notice specified in Section 24.1.12.7 below, (ii) the original Lessee shall not be released from any of the obligations of the Lessee hereunder, whether occurring prior to or after the effective date of such transaction, and if requested by Lessor, shall execute a written guaranty of the “Lessee’s” obligations under this Lease in a form satisfactory to Lessor, and (iii) a copy of such executed assumption shall be delivered to Lessor along with the notice;

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24.1.12.4                       In the case of any Master Sublease, (i) such Master Sublease shall be subject to the provisions of Section 24.1.5 above and such Master Sublease shall comply with all of the applicable provisions of this Article XXIV (except for the Lessor consent requirement), and a copy of such Master Sublease shall be delivered to Lessor along with the notice specified in 24.1.12.7 below, and (ii) Lessee shall not be released from any of the obligations of Lessee hereunder, whether occurring prior to or after the effective date of such transaction;

24.1.12.5                       In connection with any Permitted Affiliate Transaction, no Guarantor shall be released of any of its obligations under a Guaranty, and each Guarantor shall execute a written reaffirmation of its obligations under such Guaranty in form and substance reasonably satisfactory to Lessor and deliver the same to Lessor along with the notice specified in 24.1.12.7 below;

24.1.12.6                       Concurrently with the effective date of any such Permitted Affiliate Transaction, Lessee shall cause the applicable Affiliate to grant to Lessor a security interest in form and substance reasonably satisfactory to Lessor with respect to such Affiliate’s personal property (whether tangible or intangible) consistent with (and subject to the same limitations and exclusions (if any) from such grant as) the security interest granted to Lessor pursuant to Section 16.9 hereof by Lessee, in each case, as additional security for Lessee’s obligations under this Lease and the obligations of any such Affiliate under this Lease and/or such Master Sublease, as applicable, and such agreement granting such security interest shall be delivered to Lessor along with the notice specified in 24.1.12.7 below; and

24.1.12.7                       Not less than ten (10) days prior to the effectiveness of any Permitted Affiliate Transaction, Lessee shall notify Lessor in writing of Lessee’s intention to enter into such Permitted Affiliate Transaction, the effective date thereof, the facts placing the same within the provisions of this Section 24.2.12 and any other change in the address for billings and notices to the Lessee pursuant to this Lease, accompanied by a copy of any documents and/or instruments required under the provisions of this Section 24.2.12, and Lessee shall deliver to Lessor executed copies of such documents and/or instruments on or prior to the effective date thereof.

ARTICLE XXV.

25.1        Officer’s Certificates and Financial Statements.

25.1.1     Officer’s Certificate.  At any time and from time to time upon Lessee’s receipt of not less than fifteen (15) Business Days’ prior written request by Lessor, Lessee shall furnish to Lessor an Officer’s Certificate certifying (i) that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and setting forth the modifications; (ii) the dates to which the Rent has been paid; (iii) whether or not, to the best knowledge of Lessee, Lessor is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Lessee may have knowledge; and (iv) responses to such other questions or statements of fact as Lessor, any

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ground or underlying lessor, any purchaser or any current or prospective Facility Mortgagee shall reasonably request.  If Lessee fails to deliver such Officer’s Certificate within such fifteen (15) Business Day period, thereafter Lessee’s failure to deliver such Officer’s Certificate within five (5) Business Days Lessor delivers a second notice including the following legend in bold, fourteen (14) point type at the top of such request:  “THIS IS A SECOND REQUEST FOR AN OFFICER’S CERTIFICATE OF LESSEE PURSUANT TO SECTION 25.1.1 OF THE LEASE.  FAILURE TO RESPOND TO THIS REQUEST WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN LESSEE BEING DEEMED TO HAVE DELIVERED THE ACKNOWLEDGMENT SET FORTH IN SUCH SECTION 25.1.1”, shall constitute an acknowledgment by Lessee that (x) this Lease is unmodified and in full force and effect except as may be represented to the contrary by Lessor; (y) Lessor is not in default in the performance of any covenant, agreement or condition contained in this Lease; and (z) the other matters set forth in such request, if any, are true and correct.  Any such certificate furnished pursuant to this Article may be relied upon by Lessor and any current or prospective Facility Mortgagee, ground or underlying lessor or purchaser of the Leased Property or any portion thereof.

25.1.2     Statements.  Lessee shall furnish the following statements to Lessor:

(a)           within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, a copy of the audited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal year, and related audited consolidated statements of income, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, its consolidated Subsidiaries and Guarantor for such fiscal year, prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved, such consolidated financial statements to be certified by nationally recognized certified public accountants;

(b)           within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter during any fiscal year of the applicable Person), (i) a copy of the unaudited consolidated balance sheets of Lessee, Guarantor and their respective consolidated Subsidiaries as of the end of such fiscal quarter, and related unaudited consolidated statements, changes in common stock and other stockholders’ equity and changes in the financial position of Lessee, Guarantor and their respective consolidated Subsidiaries for such fiscal quarter, and (ii) a statement of income of Lessee, Guarantor and their respective consolidated Subsidiaries that sets forth the results for both such fiscal quarter and year-to-date, in all cases prepared in accordance with GAAP applied on a basis consistently maintained throughout the applicable period;

(c)           within one hundred twenty (120) days after the end of each of Lessee’s and Guarantor’s fiscal years, and together with the annual audit report furnished in accordance with clause (a) above, an Officer’s Certificate stating that to the best of the signer’s knowledge and belief after making due inquiry, Lessee is not in default in the performance or observance of any of the terms of this Lease, or if Lessee shall be in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same;

(d)           within forty-five (45) days after the end of each calendar month, Facility level statements of income and detailed operational statistics regarding occupancy rates,

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patient and resident mix and patient and resident rates by type for each Facility for each such calendar month;

(e)           upon request by Lessor (but not more frequently than once each fiscal year of Lessee), a copy of each cost report filed with the appropriate governmental agency for each Facility (provided, however, with respect to each request therefor, if Lessee’s reasonable costs and expenses incurred in assembling and delivering copies of such cost reports shall exceed One Thousand Five Hundred Dollars ($1,500) for the applicable request, Lessor shall reimburse Lessee for the amount of such reasonable costs and expenses actually incurred by Lessee in complying with such request);

(f)            promptly upon Lessee’s receipt thereof, copies of all material written communications received by Lessee from any regulatory agency relating to any proceeding, formal or informal, with respect to cited deficiencies with respect to services and activities provided and performed at each Facility, including patient and resident care, patient and resident activities, patient and resident therapy, dietary, medical records, drugs and medicines, supplies, housekeeping and maintenance, or the condition of each Facility, and involving an actual or threatened warning, imposition of a material fine or a penalty, or suspension, termination or revocation of any Required Governmental Approval;

(g)           promptly upon Lessee’s receipt thereof, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Leased Property or any Capital Additions or Lessee’s use thereof, the subject matter of which, if adversely determined, would be reasonably likely to have a material adverse effect on the continued operation, in accordance with the terms of this Lease, of the subject Facility(ies);

(h)           with reasonable promptness, such other information respecting (i) the financial and operational condition and affairs of Lessee, any Guarantor and each Facility, (ii) the physical condition of the Leased Property and any Capital Additions and (iii) any suspected Transfer, including the then equity or voting ownership in Lessee or in any Controlling Person(s), in each case as Lessor may reasonably request, in the form of a questionnaire or otherwise, from time to time; and

(i)            reasonably promptly following Lessor’s request therefor, copies of all Required Governmental Approvals for each such Facility (provided, however, that Lessee shall have no obligation to separately deliver copies of any such Required Governmental Approvals to the extent that Lessor then has access to a web-based system maintained by Lessee that contains copies of such Required Governmental Approvals).

25.1.3     Lessee’s Submission of Certificates/Statements.  Lessee shall be obligated to furnish Lessor with all certificates and statements required under this Article XXV by (i) delivery of printed copies of the same to Lessor at its address set forth in Article XXXIII below or any other address that Lessor may from time to time designate in writing and (ii) electronic delivery of the same to Lessor in Microsoft® Office Excel format to the extent available in such format (or such other format as Lessor may from time to time reasonably require) at any electronic mail address that Lessor may from time to time designate in writing.

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ARTICLE XXVI.

26.1        Lessor’s Right to Inspect and Show the Leased Property and Capital Additions.  Without limiting Lessor’s rights provided in Section 9.7, Lessee shall permit Lessor and its authorized representatives, upon not less than three (3) Business Days prior written notice (provided that no such notice shall be required after the occurrence, and during the continuance, of any Event of Default), to (i) inspect the Leased Property and any Capital Additions and (ii) exhibit the same to prospective purchasers and lenders, and during the last twelve (12) months of the Term applicable to each portion of the Leased Property and Capital Additions, to prospective lessees or managers, in each instance during usual business hours and subject to any reasonable security, health, safety or confidentiality requirements of Lessee or any Legal Requirement or Insurance Requirement.  Lessee shall cooperate with Lessor in exhibiting the Leased Property and any Capital Additions to prospective purchasers, lenders, lessees and managers.

ARTICLE XXVII.

27.1        No Waiver.  No failure by Lessor to insist upon the strict performance of any term hereof or to exercise any right, power or remedy hereunder and no acceptance of full or partial payment of Rent during the continuance of any default or Event of Default shall constitute a waiver of any such breach or of any such term.  No waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach.

ARTICLE XXVIII.

28.1        Remedies Cumulative.  Each legal, equitable or contractual right, power and remedy of Lessor now or hereafter provided either in this Lease or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies.

ARTICLE XXIX.

29.1        Acceptance of Surrender.  No surrender to Lessor of this Lease or of the Leased Property or any Capital Additions or any part(s) thereof or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender.

ARTICLE XXX.

30.1        No Merger.  There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same Person may acquire, own or hold, directly or indirectly, (i) this Lease or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (ii) the fee estate in the Leased Property or any parts thereof.

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ARTICLE XXXI.

31.1        Conveyance by Lessor.  Lessor may, without the consent or approval of Lessee, sell, transfer, assign, convey or otherwise dispose of any or all of the Leased Property.  If Lessor or any successor owner of the Leased Property shall sell, transfer, assign, convey or otherwise dispose of the Leased Property other than as security for a debt, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Lessor with respect to such Leased Property under this Lease arising or accruing from and after the date of such sale, transfer, assignment or other disposition and all such future liabilities and obligations with respect to such Leased Property shall thereupon be binding upon such purchaser, grantee, assignee or transferee.  In the event of any such sale, transfer, assignment, conveyance or other disposition (other than as security for a debt) of less than all of the Leased Property then subject to this Lease, the provisions of Section 31.2 hereof shall apply.

31.2        New Lease.  Lessor shall have the right, in connection with any Separation Event during the Term, by written notice to Lessee, to require Lessee to execute an amendment to this Lease whereby the Leased Property of one or more Facilities affected by such Separation Event (individually, a “Separated Property” or collectively, the “Separated Properties”) is separated and removed from this Lease, and to simultaneously execute a substitute lease with respect to such Separated Property(ies), in which case:

31.2.1     Lessor and Lessee shall execute a new lease (the “New Lease”) for such Separated Property(ies), effective as of the date specified in Section 31.2.3 below (the “New Lease Effective Date”), in the same form and substance as this Lease, but with such changes thereto as necessary to reflect the separation of the Separated Property(ies) from the balance of the Leased Property, including specifically the following:

(a)           The total monthly Minimum Rent payable under such New Lease shall be the total applicable monthly Allocated Minimum Rent with respect to such Separated Property(ies);

(b)           All Minimum Rent rental escalations under the New Lease shall be at the times and in the amounts set forth in this Lease for Minimum Rent increases; and

(c)           The New Lease shall provide that the lessee thereunder shall be responsible for the payment, performance and satisfaction of all duties, obligations and liabilities arising under this Lease, insofar as they relate to the Separated Property(ies), that were not paid, performed and satisfied in full prior to the effective date of the New Lease (and Lessee under this Lease shall also be responsible for the payment, performance and satisfaction of the aforesaid duties, obligations and liabilities not paid, performed and satisfied in full prior to the effective date of such New Lease).

31.2.2     Lessor and Lessee shall also execute an amendment to this Lease effective as of the New Lease Effective Date reflecting the separation of the Separated Property(ies) from the balance of the Leased Property and making such modifications to this Lease as are necessitated thereby at no material cost to Lessee and with no adverse effect on its rights, obligations and/or benefits hereunder (other than of a de minimis nature).

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31.2.3     In the case of any New Lease that is entered into in accordance with this Section 31.2 such New Lease shall be effective on the date which is the earlier of (i) the date the New Lease is fully executed and delivered by the parties thereto and (ii) the date specified in the written notice from Lessor to Lessee requiring a New Lease as described above, which date shall be no sooner than ten (10) days after the date such notice is issued.

31.2.4     Lessee and Lessor shall take such actions and execute and deliver such documents, including without limitation the New Lease and an amendment to this Lease, as are reasonably necessary and appropriate to effectuate the provisions and intent of this Section 31.2.

31.2.5     Each party shall bear its own costs and expenses in connection with any New Lease entered into in accordance with this Section 31.2.

31.3        New Master Lease.  Lessor shall have the right, exercisable in its discretion at any time during the Term by giving written notice thereof to Lessee, to require Lessee to execute and deliver an amendment to any other lease entered into by Lessor or any of its Affiliates and Lessee or any of its Affiliates (such other lease, the “Other Lease”), in either case such that the Leased Property and the facilities covered by the Other Lease (collectively, the “Other Leased Property”) are leased by Lessor and any applicable Affiliates to Lessee and any applicable Affiliates pursuant to a single, indivisible, integrated and unitary lease agreement and economic unit (a “New Master Lease”).  The lease of the Leased Property and the Other Leased Property pursuant to a New Master Lease shall be upon the terms and conditions set forth in (i) this Lease with respect to the Leased Property and (ii) the Other Lease with respect to the Other Leased Property; provided, however, that the New Master Lease may include such reasonable changes to this Lease and the Other Lease as may be necessary to reflect the leasing of the Leased Property and the Other Leased Property pursuant to a single, indivisible, integrated and unitary lease agreement and economic unit.  Effective as of the date of execution and delivery of a New Master Lease, this Lease shall be deemed to be amended and restated in its entirety by such New Master Lease; provided, however, that neither Lessee nor any Guarantor shall be released from any of the obligations of the Lessee hereunder or any Guarantor under a Guaranty occurring prior to such date.  Notwithstanding anything to the contrary contained in this Section 31.3, Lessor’s right to require Lessee to enter into a New Master Lease is expressly conditioned upon the approval thereof by any Facility Mortgagee hereunder and the facility mortgagee of all or any portion of the Other Leased Property.

ARTICLE XXXII.

32.1        Quiet Enjoyment.  So long as Lessee shall pay the Rent as the same becomes due and shall comply with the terms of this Lease and perform its obligations hereunder, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor, but subject to all Permitted Encumbrances.  No failure by Lessor to comply with the foregoing covenant shall give Lessee any right to cancel or terminate this Lease or abate, reduce or make a deduction from or offset against the Rent or any other sum payable under this Lease, or to fail to perform any other obligation of Lessee hereunder.  Notwithstanding the foregoing, Lessee shall have the right, by separate and independent action to pursue any claim it may have

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against Lessor as a result of a breach by Lessor of the covenant of quiet enjoyment contained in this Article.

ARTICLE XXXIII.

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

If to Lessor or
Collateral Agent:	c/o HCP, Inc.
	3760 Kilroy Airport Way, Suite 300
	Long Beach, California, 90806
	Attn: Legal Department
	Fax: (562) 733-5200
with a copy to:	Paul, Weiss, Rifkind, Wharton & Garrison, LLP
	1285 Avenue of the Americas
	New York, New York 10019-6064
	Attn: Harris B. Freidus, Esq.
	Fax: (212) 492-0064
If to Lessee:	Emeritus Corporation
	3131 Elliott Avenue, Suite 500
	Seattle, Washington 90121
	Attn: Eric Mendelsohn
	Fax: (206) 204-6706
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP
	4 Times Square
	New York, New York 10036-6522
	Attn: Audrey L. Sokoloff, Esq.
	Fax: (917) 777-3000

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

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ARTICLE XXXIV.

34.1        Appraiser.  If it becomes necessary to determine the Fair Market Value, Fair Market Rental or Leasehold FMV of any Facility for any purpose pursuant to this Lease, the same shall be determined by two independent appraisal firms, in which one or more of the members, officers or principals of such firm are members of the Appraisal Institute (or any successor organization thereto) and such member has a minimum of 10 years experience in appraising properties similar in size, scope and use as the Facilities (each, an “Appraiser” and collectively, the “Appraisers”), one such Appraiser to be selected by Lessor to act on its behalf and the other such Appraiser to be selected by Lessee to act on its behalf.  Lessor or Lessee, as applicable, shall cause its Appraiser to, within ninety (90) days (the “Initial Appraisal Period”) after the date of  the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility, determine the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility as of the relevant date (giving effect to the impact, if any, of inflation from the date of the Appraiser’s decision to the relevant date); provided, however, that if either party shall fail to appoint its Appraiser within the time permitted, or if two Appraisers shall have been so appointed but only one such Appraiser shall have made such determination within such ninety (90) day period, then the determination of such sole Appraiser shall be final and binding upon the parties.  For purposes of clarity, the “relevant date” with respect to any determination of Fair Market Rental for any Extended Term shall be deemed to be the date on which such applicable Extended Term is to commence.  A written report of each Appraiser shall be delivered and addressed to each of Lessor and Lessee. To the extent consistent with sound appraisal practice as then existing at the time of any such appraisal, an appraisal of Fair Market Value for purposes of this Lease shall take into account and shall give appropriate consideration to all three customary methods of appraisal (i.e., the cost approach, the sales comparison approach and the income approach), and no one method or approach shall be deemed conclusive simply by reason of the nature of Lessor’s business or because such approach may have been used for purposes of determining the fair market value of the applicable Facility at the time of acquisition thereof by Lessor.  This provision for determination by appraisal shall be specifically enforceable to the extent such remedy is available under applicable law, and any determination hereunder shall be final and binding upon the parties except as otherwise provided by applicable law.

34.1.1     If the two Appraisers shall have been appointed and shall have made their determinations within the respective requisite periods set forth above and if the difference between the amounts so determined shall not exceed five percent (5%) of the lesser of such amounts then the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility shall be an amount equal to fifty percent (50%) of the sum of the amounts so determined. If the difference between the amounts so determined shall exceed five percent (5%) of the lesser of such amounts, then such two Appraisers shall have twenty (20) days to appoint a third Appraiser meeting the above requirements, but if such Appraisers fail to do so, then either party may request the American Arbitration Association or any successor organization thereto to appoint an Appraiser meeting the above requirements (such Appraiser, the “Third Appraiser”) within twenty (20) days of such request, and both parties shall be bound by any appointment so made within such twenty (20) day period.  If no such Appraiser shall have been appointed within such twenty (20) days or within ninety (90) days of the original request for a determination of Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility,

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whichever is earlier, either Lessor or Lessee may apply to any court having jurisdiction to have such appointment made by such court.  Any Appraiser appointed by the original Appraisers, by the American Arbitration Association or by such court shall be instructed to determine the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility within sixty (60) days (together with the Initial Appraisal Period, the “Appraisal Period”) after appointment of such Appraiser.

34.1.2     If a Third Appraiser is appointed in accordance with Section 34.1.1, then such Third Appraiser shall choose which of the determinations made by the other two (2) Appraisers shall be final and binding, and such chosen determination shall be final and binding upon Lessor and Lessee as the Fair Market Value, Fair Market Rental or Leasehold FMV of such Facility.

34.1.3     Except as provided in Section 19.1(c), Lessor and Lessee shall each pay the fees and expenses of the Appraiser appointed by it and each shall pay one-half (1/2) of the fees and expenses of the Third Appraiser.

34.1.4     If (a) Lessee shall give Lessor notice of its intent to renew pursuant to Section 19.1(a)(i), and (b) (i) the difference between the amounts for Fair Market Rental of such Facility determined be the initial two Appraisers pursuant to Section 34.1.1 above shall not exceed five percent (5%) of the lesser of such amounts, or (ii) the Fair Market Rental of such Facility as determined by the Third Appraiser is not more than fifteen percent (15%) higher than the current Minimum Rent, then Lessee’s notice pursuant to Section 19.1(a)(ii) shall automatically be deemed sent.

ARTICLE XXXV.

35.1        Intentionally Omitted.

ARTICLE XXXVI.

36.1        Lessor May Grant Liens.  Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any Facility Mortgage upon the Leased Property and any Capital Additions or any part(s) or portion(s) thereof or interests therein.  This Lease is and at all times shall be subject and subordinate to any Facility Mortgage which may now or hereafter affect the Leased Property and/or such Capital Additions or any part(s) or portion(s) thereof or interests therein and to all renewals, modifications, consolidations, replacements and extensions thereof or any part(s) or portion(s) thereof; provided, however that such subordination shall be contingent on any such Facility Mortgagee entering into a subordination and non-disturbance agreement with Lessee meeting the requirements set forth in the immediately following sentence (and, notwithstanding anything to the contrary contained herein, the parties hereby agree that all rights of any Facility Mortgagee provided for or reserved herein shall be subject to receipt by Lessee of, and all applicable terms contained in, any such subordination and non-disturbance agreement for so long as the same is in full force and effect).  Lessee shall execute promptly the form of subordination and non-disturbance agreement typically required by any Facility Mortgagee with, to the extent reasonably requested by Lessee, such changes as are commercially reasonable and customary in

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the market for financing transactions involving leases of the type and size being entered into between such Facility Mortgagee and Lessor.  If, in connection with obtaining financing or refinancing for the Leased Property and/or any such Capital Additions, a Facility Mortgagee or prospective Facility Mortgagee shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Lessee shall not withhold or delay its consent thereto, provided that any such modifications shall not increase Lessee’s obligations or decrease Lessee’s rights under this Lease other than, in each case, to a de minimis extent.  Further, Lessee shall reasonably cooperate with Lessor in connection with Lessor’s efforts to encumber any Facility with a Facility Mortgage and with Lessor’s negotiations with any such prospective Facility Mortgagee.

36.2        Attornment.  Subject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any part(s) or portion(s) thereof is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage, or otherwise by operation of law:  (i) at the new owner’s option, Lessee shall attorn to and recognize the new owner or superior lessor as Lessee’s Lessor under this Lease or enter into a new lease substantially in the form of this Lease with the new owner, and Lessee shall take such actions to confirm the foregoing within fifteen (15) Business Days after request; and (ii) the new owner or superior lessor shall not be (a) liable for any act or omission of Lessor under this Lease occurring prior to such sale, conveyance or termination, (b) subject to any offset, abatement or reduction of rent because of any default of Lessor under this Lease occurring prior to such sale, conveyance or termination, (c) bound by any previous modification or amendment to this Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such Facility Mortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such successor lessor, or (d) liable for any security deposit or other collateral deposited or delivered to Lessor pursuant to this Lease unless such security deposit or other collateral has actually been delivered to such successor lessor.

36.3        Compliance with Facility Mortgage Documents; Superior Leases.

36.3.1     With respect to any Facility Mortgages and any refinancing of any Facility Mortgage, prior to the execution and delivery of any Facility Mortgage Documents relating thereto, Lessor shall provide copies of the same to Lessee for Lessee’s review.  Lessee acknowledges that any Facility Mortgage Documents executed by Lessor will impose certain obligations on the “Borrower” thereunder to comply with or cause the operator and/or lessee of the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facilities and the operator and/or lessee of such Facilities, including, covenants relating to (a) the maintenance and repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the Facilities and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facilities and the operation thereof for their Primary Intended Use.  For so long as any Facility Mortgages encumber the Leased Property, or any portion thereof, Lessee covenants and agrees (x) that it shall provide

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copies of any notice of any claimed breach or default by Lessor hereunder to any Facility Mortgagee for which Lessee has been provided a notice address and any such Facility Mortgage shall have the right, at its election in accordance with the terms of the applicable Facility Mortgage Documents, to cure any such claimed breach or default of Lessor hereunder on the same terms as if Lessor had performed such cure on its own behalf and Lessee shall recognize and accept any such performance by a Facility Mortgagee, and (y) at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Facility Mortgage Documents (other than payment of any indebtedness evidenced or secured thereby) and to timely perform all of the obligations of Lessor relating thereto, or to the extent that any of such duties and obligations may not properly be performed by Lessee or extend beyond the obligations imposed on Lessee under this Lease (other than to a de minimis extent), Lessee shall reasonably cooperate with and assist Lessor in the performance thereof (other than payment of any indebtedness evidenced or secured thereby); provided, however, that the duties and obligations imposed upon Lessee by the Facility Mortgage Documents relating thereto and this Section 36.3 shall not be more burdensome (other than to a de minimis extent) to Lessee than Lessee’s obligations to Lessor under this Lease and shall not adversely affect Lessee’s rights under this Lease other than to a de minimis extent (provided, that, Lessee acknowledges and agrees that commercially reasonable and customary mortgagee rights and protections relating to notices, approvals, cure periods and similar lender protections granted to any Facility Mortgagee pursuant to a subordination and non-disturbance agreement shall be deemed not to have any such prohibited effect on Lessee’s rights or obligations under this Lease).

36.3.2     Without limiting Lessee’s obligations pursuant to any other provision of this Section 36.3, during the Term of this Lease, Lessee acknowledges and agrees that, except as expressly provided elsewhere in this Lease, it shall undertake at its own cost and expense the performance of any and all repairs, replacements, capital improvements, maintenance items and all other requirements relating to the condition of each Facility which are required by any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect), and Lessee shall be solely responsible and hereby covenants to fund and maintain any and all impound, escrow or other reserve or similar accounts related to the operation of the Facilities required under any Facility Mortgage Documents (subject to the proviso in the last sentence of Section 36.3.1 above and all applicable terms contained in any applicable subordination and non-disturbance agreement for so long as the same is in full force and effect) as security for or otherwise relating to any operating expenses of the Facilities, including any capital repair or replacement reserves and/or impounds or escrow accounts for Impositions or insurance premiums (each a “Facility Mortgage Reserve Account”), but specifically excluding any debt service or other similar reserves;  provided, however, that Lessor shall use commercially reasonable efforts to cause any Facility Mortgage not to require the funding or maintenance of any Facility Mortgage Reserve Account in connection therewith.  During the Term of this Lease and provided that no Event of Default shall have occurred and be continuing hereunder, Lessee shall, subject to the terms and conditions of such Facility Mortgage Reserve Account and the requirements of the Facility Mortgagee(s) thereunder, and all applicable terms contained in any applicable subordination and non-disturbance agreement, have access to and the right to apply or use (including for reimbursement) to the same extent of Lessor all monies held in each such Facility Mortgage

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Reserve Account for the purposes and subject to the limitations for which such Facility Mortgage Reserve Account is maintained, and Lessor agrees to reasonably cooperate with Lessee in connection therewith.

36.4        Superior Leases.

With respect to each Facility for which there exists a Superior Lease, this Lease shall be deemed a sublease of Lessor’s entire interest as tenant/lessee under such Superior Lease.  Lessee acknowledges that it shall have no interest in the Leased Property of any Facility subject to a Superior Lease, and that Lessor has no ability to grant or convey any interest therein, beyond the interest granted to Lessor as the tenant/lessee under such Superior Lease.  This Lease shall be subject and subordinate in all respect to each Superior Lease now in effect. At any Superior Lessor’s request, Lessee shall attorn to such Superior Lessor, or any successor-in-interest to such Superior Lessor.  This clause shall be self-operative and no further instrument of subordination shall be required; provided that upon the request of Lessee, Lessor shall use commercially reasonable efforts to cause any Superior Lessor to deliver to Lessee a non-disturbance agreement in form and substance reasonably acceptable to Lessee and such Superior Lessor.  Lessee acknowledges that any Superior Lease imposes certain obligations on the tenant or lessee thereunder to comply with or cause the operator and/or sublessee of the Facilities to comply with all representations, covenants and warranties contained therein relating to such Facilities and the operator and/or sublessee of such Facilities, including, covenants relating to (a) the maintenance and repair of the Facilities, (b) maintenance and submission of financial records and accounts of the operation of each Facility and related financial and other information regarding the operator and/or lessee of such Facilities and the Facilities themselves, (c) the procurement of insurance policies with respect to the Facilities, and (d) without limiting the foregoing, compliance with all Legal Requirements relating to the Facilities and the operation thereof for their Primary Intended Use.  For so long as any interest is held in the Leased Property pursuant to Superior Leases, Lessee covenants and agrees, at its sole cost and expense and for the express benefit of Lessor, to operate the Facilities in strict compliance with the terms and conditions of the Superior Leases and to timely perform all of the obligations of Lessor relating thereto (other than with respect to the payment of any rent or other monetary obligations of Lessor thereunder to the extent the same would be in addition to the Rent and other costs and expenses expressly required to be paid by Lessee hereunder), or to the extent that any of such duties and obligations may not properly be performed by Lessee, Lessee shall cooperate with and assist Lessor in the performance thereof.

ARTICLE XXXVII.

37.1        Hazardous Substances and Mold.

37.1.1     Lessee shall not allow any Hazardous Substance, Mold Condition or Mold to be located, stored, disposed of, released or discharged in, on, under or about the Leased Property and Capital Additions or incorporated in any Facility during the Term; provided, however, that Hazardous Substances may be located, stored, released, discharged, brought, kept, used or disposed of in, on or about the Leased Property (or any portion thereof) or any Capital Additions or incorporated in any Facility either in the ordinary course of business or for purposes reasonably similar to the Primary Intended Use and which are brought, kept, used

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and disposed of in strict compliance with Legal Requirements and in a manner that would not reasonably be expected give rise to material liability under Environmental Law.  During the Term, Lessee shall not allow the Leased Property or any Capital Additions to be used as a waste disposal site or, except as permitted in the immediately preceding sentence, for the manufacturing, handling, storage, distribution or disposal of any Hazardous Substance.

37.1.2     Lessor shall not, and shall not direct or cause any of its agents or Affiliates to store, dispose of, release or discharge any Hazardous Substance or Mold  in, on, under or about the Leased Property and Capital Additions or incorporated in any Facility except in strict compliance with Legal Requirements and in a manner that would not give rise to material liability.

37.2        Notices.  Lessee shall provide written notice to Lessor reasonably promptly (but in any event within fifteen (15) days after Lessee becomes aware thereof), and in any event promptly upon Lessee’s receipt of any written notice or notification that Lessee receives with respect to:  (i) any material violation of a Legal Requirement relating to Hazardous Substances located in, on, or under the Leased Property or any Capital Additions or any adjacent property thereto; (ii) any material enforcement, cleanup, removal, or other governmental or regulatory action instituted, completed or threatened with respect to the presence or alleged presence of Hazardous Substance located in, on, under, or near the Leased Property (or any portion thereof) or any Capital Additions; (iii) any material claim made or threatened by any Person against Lessee or the Leased Property (or any portion thereof) or any Capital Additions relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or claimed to result from the presence or alleged presence of Hazardous Substance located in, on, under, or near the Leased Property (or any portion thereof) or any Capital Additions; and (iv) other than reports made in the ordinary course of business for purposes reasonably similar to the Primary Intended Use, any material reports made to any federal, state or local environmental agency arising out of or in connection with any Hazardous Substance in, on, under or removed from the Leased Property (or any portion thereof) or any Capital Additions, including any material complaints, notices, warnings or asserted violations in connection therewith.  In the event that Lessee becomes aware of any suspected or actual material Mold or Mold Conditions at the Leased Property (or any portion thereof), unless caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, Lessee shall reasonably promptly (but in any event within fifteen (15) days after Lessee becomes aware thereof) notify Lessor in writing of the same.  In addition, unless caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, in the event of Lessee becoming aware of any suspected material Mold or Mold Conditions at the Leased Property (or any portion thereof) or any Capital Additions, Lessee, at its sole cost and expense, shall reasonably promptly cause an inspection of the Leased Property and any Capital Additions (or any portion thereof) to be conducted in order to determine if Mold or Mold Conditions are present at the Leased Property (or any portion thereof) or any Capital Additions, and shall notify Lessor, in writing, at least ten (10) days prior to such inspection, of the date on which the inspection shall occur, and which portion of the Leased Property or any Capital Additions shall be subject to such inspection.  Lessee shall retain a Mold Inspector to conduct such inspection and shall cause such Mold Inspector to perform such inspection in a manner consistent with the duty of care exercised by a Mold Inspector and to prepare an inspection report, and reasonably promptly provide a copy of the same to Lessor.

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37.3        Remediation.  Except to the extent caused by any intentional or grossly negligent act of Lessor or Lessor’s agents or Affiliates, or after the Term, if Lessee becomes aware of a material violation of any Legal Requirement relating to any Hazardous Substance or the presence of any Hazardous Substances that pose a risk to human health or the environment in, on, under or about the Leased Property or any Capital Additions, or if Lessee, Lessor or the Leased Property (or any portion thereof) or any Capital Additions becomes subject to any material order of any Governmental Authority pursuant to Environmental Law or other Legal Requirement to repair, close, detoxify, decontaminate or otherwise remediate the Leased Property (or any portion thereof) and any Capital Additions, Lessee shall notify Lessor within fifteen (15) days of such event and, at its sole cost and expense, cure such violation or effect such repair, closure, detoxification, decontamination or other remediation to the extent required by any Environmental Law or as reasonably necessary to respond to a threat to human health or a risk of property damage related thereto.  Upon the Lessee becoming aware of any material Mold or Mold Conditions in or about the Leased Property (or any portion thereof) or any Capital Additions, Lessee shall also reasonably promptly notify Lessor of such event and, at its sole cost and expense, hire a trained and experienced Mold remediation contractor(s) to clean-up and remove from the Leased Property and any Capital Additions all Mold or Mold Conditions in strict compliance with all Mold Remediation Requirements.  If Lessee fails to implement and diligently pursue any such cure, repair, closure, detoxification, decontamination or other remediation, Lessor shall have the right, but not the obligation, to carry out such action and to recover from Lessee all of Lessor’s out-of-pocket costs and expenses incurred in connection therewith.

37.4        Indemnity.  Lessee shall indemnify, defend, protect, save, hold harmless, and reimburse Lessor and its Affiliates for, from and against any and all costs, losses (including, losses of use or economic benefit or diminution in value), liabilities, damages, assessments, lawsuits, deficiencies, demands, claims and expenses (collectively, “Environmental Costs”) (whether or not arising out of third party claims and regardless of whether liability without fault is imposed, or sought to be imposed, on Lessor or any of its Affiliates) incurred in connection with, arising out of, resulting from or incident to, directly or indirectly, before or during the Term (i) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the production, use, generation, storage, treatment, transporting, disposal, discharge, release or other handling or disposition of any Hazardous Substances from, in, on or about the Leased Property (or any portion thereof or any Capital Additions (collectively, “Handling”), including the effects of such Handling of any Hazardous Substances on any Person or property within or outside the boundaries of the Leased Property or any Capital Additions, (ii) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the presence of any Hazardous Substances, Mold or Mold Condition in, on, under or about the Leased Property (or any portion thereof) or any Capital Additions, (iii) the violation of any Legal Requirements (including Environmental Laws) related to Hazardous Substances in, on, under or about the Leased Property (or any portion thereof) or any Capital Additions, (iv) any illness to or death of persons or damage to or destruction of property resulting from such Mold or Mold Condition in, on, under or about the Leased Property or any Capital Additions, and (v) any failure by Lessee to observe the foregoing covenants of this Article XXXVII.  “Environmental Costs” include interest, costs of response, removal, remedial action, containment, cleanup, investigation, design, engineering and construction, damages (including actual, consequential and punitive damages)

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for personal injuries and for injury to, destruction of or loss of property or natural resources, relocation or replacement costs, penalties, fines, charges or expenses, reasonable attorney’s fees, expert fees, consultation fees, and court costs, and all amounts paid in investigating, defending or settling any of the foregoing.  Notwithstanding the foregoing, Lessee’s indemnification obligations hereunder shall not apply with respect to any Environmental Costs suffered, incurred or resulting solely from the intentional or grossly negligent acts of Lessor or Lessor’s agents or Affiliates.  Without limiting the scope or generality of the foregoing, Lessee expressly agrees to reimburse Lessor and its Affiliates for any and all out-of-pocket costs and expenses incurred by Lessor or any such Affiliate:

(a)           In investigating any and all matters relating to the Handling of any Hazardous Substances or the presence or remediation of Mold or any Mold Condition in, on, from, under or about the Leased Property or any Capital Additions;

(b)           In bringing the Leased Property or any Capital Additions into compliance with all Legal Requirements, including Mold Remediation Requirements and Environmental Laws; and

(c)           Removing, treating, storing, transporting, cleaning-up and/or disposing of any Hazardous Substances used, stored, generated, released or disposed of in, on, from, under or about the Leased Property (or any portion thereof) or any Capital Additions or offsite or in conducting any removal or remediation of Mold or any Mold Condition from the Leased Property (or any portion thereof) or any Capital Additions as required by Environmental Laws or to protect human health or the environment.

If any claim is made by Lessor or any of its Affiliates pursuant to this Section 37, Lessee agrees to pay or otherwise respond to such claim reasonably promptly, and in any event to pay or respond to such claim within thirty (30) calendar days after receipt by Lessee of notice thereof.  If any such claim is not paid and Lessor or any such Affiliate is ultimately found or agrees to be responsible therefore, Lessee agrees also to pay interest on the amount paid from the date of the first notice of such claim, at the Overdue Rate.  Notwithstanding anything to the contrary contained herein, Lessee’s liability for Environmental Costs to the extent arising from the acts of third parties unrelated to the Lessee Parties shall be limited to a period of two (2) years following the expiration or earlier termination of this Lease, but only to the extent that Lessee did not have knowledge of (nor should it reasonably have been expected to have knowledge of) the facts, circumstances or events giving rise to such Environmental Costs at any time during the Term.

In addition to the foregoing (but not in limitation of any indemnification or other obligations of Lessee set forth in this Section 37), in the event that a material problem relating to Hazardous Substances or any other environmental condition arises and the same (i) results in the closure of the subject Facility during remediation, and (ii) has a cost of remediation that is in excess of fifty percent (50%) of the Allocated Initial Investment, Lessee shall have the right to purchase the affected Facility for a price equal to the greater of (y) the Minimum Purchase Price of such Facility or (z) the Fair Market Value of such Facility immediately prior to the occurrence of such material environmental condition (less the Fair Market Value, immediately prior to the occurrence of such material environmental condition, of any Capital Additions constituting a

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new wing or new story that were paid for by Lessee).  The indemnification set forth in this section shall be subject to the same terms and conditions as the general indemnification set forth in Article XXIII.

37.5        Inspection.  Lessor shall have the right, from time to time, and upon not less than fifteen (15) days’ written notice to Lessee, except in the case of an emergency in which event no notice shall be required, to conduct an inspection of the Leased Property (or any portion thereof) and all Capital Additions to determine the existence or presence of Hazardous Substances, Mold or any Mold Condition on or about the Leased Property or any such Capital Additions.  Lessor shall have the right to enter and inspect the Leased Property (or any portion thereof) and all Capital Additions, conduct any reasonable testing, sampling and analyses it deems necessary in a manner and time that does not unreasonably interfere with the Primary Intended Use and shall have the right to inspect materials brought into the Leased Property (or any portion thereof) or any such Capital Additions.  Lessor may, in its discretion, retain such experts to conduct the inspection, perform the tests referred to herein, and to prepare a written report in connection therewith.  All costs and expenses incurred by Lessor under this Section shall be paid by Lessor; provided, however, that following the occurrence and during the continuance of any Event of Default, Lessee shall pay all such costs and expenses on demand by Lessor as Additional Charges hereunder.  Failure to conduct an inspection or to detect unfavorable conditions if such inspection is conducted shall in no fashion be intended as a release of any liability for conditions subsequently determined to be associated with or to have occurred during Lessee’s tenancy.  Pursuant to the terms set forth herein, Lessee shall remain liable for any environmental condition, Mold or Mold Condition related to or having occurred during or prior to its tenancy regardless of when such conditions are discovered and regardless of whether or not Lessor conducts an inspection at the termination of this Lease, except to the extent expressly limited in Section 37.4.  The obligations set forth in this Article shall survive the expiration or earlier termination of the Lease, except to the extent expressly limited in Section 37.4 and to the extent related to acts or omissions of other Persons (that are not any of the Lessee Parties or any of their respective Affiliates) after the expiration or earlier termination of the Term.

ARTICLE XXXVIII.

38.1        Memorandum of Lease.  Lessor and Lessee shall, upon a request by Lessee, enter into one or more short form memoranda of this Lease, each in the form of Exhibit G attached hereto (with such modifications as are necessary for recording under the laws of each applicable State).  Lessee covenants and agrees, both on its own behalf and on behalf of its successors and assigns to execute and deliver to Lessor a quitclaim deed or other recordable instrument sufficient to remove any such memorandum or other encumbrance created by this Lease from record title to the Land relating to each Facility upon the expiration or sooner termination of this Lease with respect to such Facility, and Lessee hereby appoints and constitutes Lessor its attorney-in-fact, which power shall be coupled with an interest and shall not be revocable or terminable, to execute and deliver and to record such quitclaim deed or other instrument in the name of Lessee upon the expiration or termination of the Term with respect to any Facility, provided that Lessee is no longer in occupancy of such Facility.  Lessee shall pay all reasonable out-of-pocket costs and expenses of recording any memoranda, quitclaim deeds and other recordable instruments recorded pursuant to this Section.

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ARTICLE XXXIX.

39.1        Sale of Assets.  Notwithstanding any other provision of this Lease, Lessor shall not be required to (i) sell or transfer the Leased Property, or any portion thereof, which is a real estate asset as defined in Section 856(c)(5)(B), or functionally equivalent successor provision, of the Code, to Lessee if Lessor’s counsel advises Lessor that such sale or transfer may not be a sale of property described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Code or (ii) sell or transfer the Leased Property, or any portion thereof, to Lessee if Lessor’s counsel advises Lessor that such sale or transfer could result in an unacceptable amount of gross income for purposes of the ninety-five percent (95%) gross income test contained in Section 856(c)(2) or the seventy-five percent (75%) gross income test contained in Section 856(c)(3), or functionally equivalent successor provisions, of the Code.  If Lessee exercises the right or has the obligation to purchase the Leased Property or any portion thereof pursuant to the terms herein, and if Lessor determines not to sell such Leased Property or any portion thereof pursuant to the above sentence, then Lessee shall purchase such Leased Property or any portion thereof, upon and subject to all applicable terms and conditions set forth in this Lease, at such time as the transaction, upon the advice of Lessor’s counsel, would be a sale of property (to the extent the Leased Property is a real estate asset) described in Section 857(b)(6)(C), or functionally equivalent successor provision, of the Code, and would not result in an unacceptable amount of gross income for purposes of the ninety-five percent (95%) gross income test contained in Section 856(c)(2), or functionally equivalent successor provision of the Code and until such time Lessee shall lease the Leased Property and all Capital Additions from Lessor at the Fair Market Rental.

ARTICLE XL.

40.1        Additional Representations and Warranties by Lessor

Lessor represents and warrants to Lessee as of the Commencement Date as follows:

(a)           Lessor is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State (to the extent Lessor is required to be so by applicable Legal Requirements) and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Lease to be observed and/or performed by Lessor.

(b)           This Lease has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.

(c)           Lessor is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessor which would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property.

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(d)           No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Lease, or for the performance by or the validity or enforceability of this Lease against Lessor.

(e)           The execution and delivery of this Lease and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor.

(f)            Lessor is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “OFAC Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the OFAC Order and such other rules, regulations, legislation or orders collecting called the “Orders”).  Neither Lessor nor any of its Affiliates (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”), (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

ARTICLE XLI.

41.1        Additional Representations and Warranties by Lessee.  Lessee represents and warrants to Lessor as of the Commencement Date as follows:

(a)           Lessee is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver and to perform and observe the provisions of this Lease to be observed and/or performed by Lessee.

(b)           This Lease has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.

(c)           Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of any material taxes levied or assessed against Lessee or any of its material assets, and is not subject to any

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judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessee which would, in the aggregate, otherwise materially and adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property.

(d)           Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Lease, or for the performance by or the validity or enforceability of this Lease against Lessee.

(e)           Subject to Lessee’s receipt of the Required Governmental Approvals, the execution and delivery of this Lease and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any Governmental Authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee.

(f)            As of the Commencement Date, all Required Governmental Approvals have been obtained by Lessee or a Sublessee permitted hereunder.

(g)           Lessee is in compliance with the requirements of the Orders.  Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists, (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

ARTICLE XLII.

42.1        Attorneys’ Fees.   If Lessor or Lessee brings an action or other proceeding against the other to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Lease, or by reason of any breach or default hereunder or thereunder, the party prevailing in any such action or proceeding and any appeal thereupon shall be paid all of its costs and reasonable attorneys’ fees incurred therein.  In addition to the foregoing and other provisions of this Lease that specifically require Lessee to reimburse, pay or indemnify against Lessor’s attorneys’ fees, Lessee shall pay, as Additional Charges, all of Lessor’s reasonable attorneys’ fees incurred in connection with the administration or enforcement of this Lease, the review of any letters of credit, the review, negotiation or documentation of any subletting, assignment, or management arrangement or any consent requested in connection therewith, and the collection of past due Rent.

ARTICLE XLIII.

43.1        Brokers.  Lessee warrants that it has not had any contact or dealings with

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any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessee shall indemnify, protect, hold harmless and defend Lessor and its Affiliates from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessee.  Lessor warrants that it has not had any contact or dealings with any Person or real estate broker which would give rise to the payment of any fee or brokerage commission in connection with this Lease, and Lessor shall indemnify, protect, hold harmless and defend Lessee and its Affiliates from and against any liability with respect to any fee or brokerage commission arising out of any act or omission of Lessor.

ARTICLE XLIV.

44.1        Intentionally Omitted.

ARTICLE XLV.

45.1        Miscellaneous.

45.1.1     Survival.  Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities and indemnities of, Lessee or Lessor arising prior to the expiration or earlier termination of the Term shall survive such expiration or termination.  In addition, all claims against, and all liabilities and indemnities hereunder of Lessee shall continue in full force and effect and in favor of the Lessor named herein, its Affiliate (to the extent applicable) and the successors and assigns of Lessor and (to the extent applicable) such Affiliate, notwithstanding any conveyance of the Leased Property to Lessee.

45.1.2     Severability.  If any term or provision of this Lease or any application thereof shall be held invalid or unenforceable, the remainder of this Lease and any other application of such term or provision shall not be affected thereby.

45.1.3     Non-Recourse.  Lessee specifically agrees to look solely to the Leased Property for recovery of any judgment from Lessor.  It is specifically agreed that no constituent partner in Lessor or officer, director or employee of Lessor shall ever be personally liable for any such judgment or for the payment of any monetary obligation to Lessee.  The provision contained in the foregoing sentence is not intended to, and shall not, limit any right that Lessee might otherwise have to obtain injunctive relief against Lessor, or any action not involving the personal liability of Lessor.  Furthermore, except as otherwise expressly provided herein, in no event shall Lessor ever be liable to Lessee for any indirect or consequential damages suffered by Lessee from whatever cause.

45.1.4     Licenses and Operation Transfer Agreements.  Upon the expiration or earlier termination of the Term with respect to each Facility, Lessee shall use its commercially reasonable efforts, to the extent permitted by Legal Requirements, to transfer to Lessor or Lessor’s nominee a fully operational Facility and shall cooperate with Lessor or Lessor’s designee or nominee (“Successor Operator”) in connection with the processing by Successor Operator of any applications for all Required Governmental Approvals, all contracts, including contracts with governmental or quasi-governmental entities, business records, data, patient and resident records, and patient and resident trust accounts, which may be necessary or useful for

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the operation of such Facility; provided that the reasonable out-of-pocket costs and expenses of any transfer of Required Governmental Approvals or the processing of any such applications therefor shall be paid by Lessor or Successor Operator.  Lessee shall not commit any act that would jeopardize the Required Governmental Approvals for such Facility, and Lessee shall reasonably comply with all requests for an orderly transfer of the same upon the expiration or early termination of the Term applicable to such Facility.  Without limiting the generality of the foregoing, the following shall apply:

(a)           If requested by Lessor or a proposed replacement operator for such Facility, Lessee hereby agrees to enter into a reasonable operations transfer agreement (which shall provide for Lessor or such Successor Operator’s reimbursement of Lessee’s reasonable out-of-pocket expenses incurred in performing its obligations under any such transfer agreement) with Lessor or such Successor Operator as is customary in the transfer to a successor operator of the operations of a facility similar to such Facility; provided that the term of any such operations transfer agreement shall not exceed a period of twelve (12) months following the termination of this Lease.  Lessee shall not unreasonably withhold, condition or delay its consent to entering into any interim subleases or management agreements as may be necessary to effectuate an early transfer of the operations of such Facility prior to the time that Lessor or such Successor Operator holds all Required Governmental Approvals.

(b)           If requested by Lessor, Lessee shall, subject to compliance with all applicable Legal Requirements, continue to manage one or more Facilities after the termination of this Lease and for so long thereafter as is necessary for Lessor or such Successor Operator to obtain all Required Governmental Approvals (provided that the term of any such continued management shall not exceed a period of twelve (12) months following the termination of this Lease), on such reasonable terms (which shall include an agreement to pay a commercially reasonable fee and to reimburse Lessee for its reasonable out-of-pocket costs and expenses and reasonable and administrative costs) as Lessor shall request.

In addition, upon request, Lessee shall promptly deliver copies of all books and records relating to the Leased Property of such Facility and all Capital Additions thereto and operations thereon to Lessor or such Successor Operator.

45.1.5     Successors and Assigns.  This Lease shall be binding upon Lessor and its successors and assigns and, subject to the provisions of Article XXIV, upon Lessee and its successors and assigns.

45.1.6     Force Majeure.  If Lessee shall fail to punctually perform any term, covenant or condition (other than those consisting of payments and other financial obligations, including, without limitation, the payment of Rent hereunder) to be performed by Lessee under this Lease as a result of any strike, lockout, labor dispute, inability to obtain labor or materials or reasonable substitutes for such labor or materials, act of God, governmental restrictions, regulations or controls, enemy or hostile government action, civil commotion, riot or insurrection, fire or other casualty or other events similar or dissimilar to those enumerated in this paragraph beyond Lessee’s reasonable control, then such failure to perform shall be excused and shall not be deemed a breach of this Lease and the time for Lessee to perform such term, covenant or condition shall be extended by an amount of time equal to the delay caused by the

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event(s) described in this Section 45.1.6, but in no event shall any the time for performance of any such required term, covenant or condition be extended by more than sixty (60) days in the aggregate.

45.1.7     Confidentiality. Lessor and Lessee hereby acknowledge and agree that any information provided pursuant to this Lease is confidential and shall not be shared with any person, except for disclosures:  (a) to, so long as such Persons agree to maintain the confidential nature thereof, Lessor’s or Lessee’s actual or prospective (i) financing sources, (ii) purchasers, (iii) replacement tenants, (iv) partners, and (v) investors; (b) to legal counsel, accountants and other professional advisors to Lessor or Lessee so long as such Persons agree to maintain the confidential nature thereof; (c) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, to the extent necessary in support of motions, filings, or other proceedings in court as required to be undertaken pursuant to this Lease, or otherwise as required by applicable Legal Requirements; (d) in connection with reporting of Facility portfolio based performance and other Facility portfolio information in filings with Securities and Exchange Commission by Lessor and its Affiliates; and (e) in compliance with any filing requirements, regulations or other requirements of, or upon the request or demand of, any stock exchange (or other similar entity) on which Lessor’s or Lessee’s (or the Controlling Person(s) thereof) shares (or other equity interests) are listed, or of any other Governmental Authority having jurisdiction over either Lessor or Lessee.  For the avoidance of doubt and notwithstanding the foregoing, Lessor and Lessee acknowledge and agree that this Lease itself will be a publicly filed document; provided, however,  no schedules and/or exhibits hereto shall be publicly filed unless Lessor receives advice of counsel that filing is necessary to comply with applicable Legal Requirements.  In connection with any disclosures made pursuant to item (a) above, Lessor shall use commercially reasonable efforts to obtain confidentiality agreements from any parties to whom it discloses financial information or other sensitive business information regarding Lessee.

45.1.8     Termination Date.  If this Lease is terminated by Lessor or Lessee under any provision hereof with respect to any one or more (including all, if applicable) of the Facilities, and upon the expiration of the Term applicable to a Facility (collectively, the “termination date”), the following shall pertain:

(a)           Lessee shall vacate and surrender the Leased Property, any of Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor has elected to acquire pursuant to Section 6.3, and all Capital Additions relating to the applicable Facility to Lessor in the condition required by Section 9.1.4.  Prior to such vacation and surrender, Lessee shall remove any items which Lessee is permitted or required to remove hereunder.  Lessee shall, at Lessee’s cost, repair any damage to such Leased Property and any Capital Additions caused by such vacation and/or removal of any items which Lessee is required or permitted hereunder to remove.  Any items which Lessee is permitted to remove but fails to remove prior to the surrender to Lessor of such Leased Property, Lessee’s Personal Property, and Intangible Property (other than Lessee’s IP Intangibles) and Capital Additions shall be deemed abandoned by Lessee, and Lessor may retain or dispose of the same as Lessor sees fit without claim by Lessee thereto or to any proceeds thereof.  If Lessor elects to remove and dispose of any such items abandoned by Lessee, the cost of such removal and disposal shall be an Additional Charge payable by Lessee to Lessor upon demand.

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(b)           Without limiting the provisions of Section 45.1.1 above, upon any such termination or expiration of this Lease with respect to a Facility, the following shall pertain:

(i)            Lessee agrees to defend, protect, indemnify, defend and hold harmless Lessor and its Affiliates from and against any and all claims, costs, losses, expenses, damages, actions, and causes of action for which Lessee is responsible under this Lease (including Lessee’s indemnification obligations under Articles XXIII and XXXVII) and which accrue or have accrued on or before the termination date.

(ii)           Lessee shall remain liable for the cost of all utilities used in or at the Leased Property and any Capital Additions relating to such Facility through the termination date and accrued and unpaid, whether or not then billed, as of the termination date until full payment thereof by Lessee.  Lessee shall obtain directly from the companies providing such services closing statements for all services rendered through the termination date and shall promptly pay the same.  If any utility statement with respect to such Leased Property and any Capital Additions includes charges for a period partially prior to and partially subsequent to the termination date, such charges shall be prorated as between Lessor and Lessee, with Lessee responsible for the portion thereof (based upon a fraction the numerator of which is the number of days of service on such statement through the termination date and the denominator of which is the total number of days of service on such statement) through the termination date and Lessor shall be responsible for the balance.  The party receiving any such statement which requires proration hereunder shall promptly pay such statement and the other party shall, within ten (10) days after receipt of a copy of such statement, remit to the party paying the statement any amount for which such other party is responsible hereunder.

(iii)          Lessee shall remain responsible for any and all Impositions imposed against the Leased Property, the Personal Property and any Capital Additions with a lien date prior to the termination date (irrespective of the date of billing therefor) and for its pro rata share of any Impositions imposed in respect of the tax-fiscal period during which the Term terminates as provided in Section 4.1.7, and Lessee shall indemnify and hold Lessor harmless with respect to any claims for such Impositions or resulting from nonpayment thereof.

(iv)          Lessee shall (y) execute all documents and take any actions reasonably necessary to (1) cause the transfer to Lessor of any of Lessee’s Personal Property and Intangible Property (other than Lessee’s IP Intangibles) that Lessor has elected to acquire and any Capital Additions not owned by Lessor, to the extent provided in Section 6.3, in each case free of any encumbrance, as provided in such Section 6.3, and (2) remove this Lease and/or any memorandum hereof as a matter affecting title to the Leased Property as provided in Article XXXVIII and (z) comply with its covenants set forth in Section 45.1.4.

(v)           Lessee shall continue to observe the covenants of Lessee set forth in Sections 7.4.1, 7.4.2 and 7.4.3 and any other covenant or agreement of Lessee in this Lease which is intended to survive the expiration or sooner termination of this Lease.

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45.1.9     Governing Law.  THIS LEASE WAS NEGOTIATED IN THE STATE OF CALIFORNIA, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY.  ACCORDINGLY, IN ALL RESPECTS THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD OF PRINCIPLES OR CONFLICTS OF LAW) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, EXCEPT THAT ALL PROVISIONS HEREOF RELATING TO THE CREATION OF THE LEASEHOLD ESTATE AND ALL REMEDIES SET FORTH IN ARTICLE XVI RELATING TO RECOVERY OF POSSESSION OF THE LEASED PROPERTY OF ANY FACILITY (SUCH AS AN ACTION FOR UNLAWFUL DETAINER OR OTHER SIMILAR ACTION) SHALL BE CONSTRUED AND ENFORCED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE IN WHICH THE LEASED PROPERTY OF SUCH FACILITY IS LOCATED.

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45.1.10  Waiver of Trial by Jury.  EACH OF LESSOR AND LESSEE ACKNOWLEDGES THAT IT HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS RIGHTS TO TRIAL BY JURY UNDER THE CONSTITUTION OF THE UNITED STATES, THE STATE OF CALIFORNIA AND THE STATES IN WHICH THE LEASED PROPERTY OF ANY OF THE FACILITIES IS LOCATED.  EACH OF LESSOR AND LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR (ii) IN ANY MANNER CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF LESSOR AND LESSEE WITH RESPECT TO THIS LEASE (OR ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREINAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; EACH OF LESSOR AND LESSEE HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND THAT EITHER PARTY MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS CONCLUSIVE EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

LESSOR’S INITIALS:      KY  

LESSEE’S INITIALS:      EM  

45.1.11  Lessee Counterclaim and Equitable Remedies. Lessee hereby waives the right to interpose counterclaim in any summary proceeding instituted by Lessor against Lessee or in any action instituted by Lessor for unpaid Rent under this Lease.  In the event that Lessee claims or asserts that Lessor has violated or failed to perform a covenant of Lessor not to unreasonably withhold or delay Lessor’s consent or approval hereunder, or in any case where Lessor’s reasonableness in exercising its judgment is in issue, Lessee’s sole remedy shall be an action for specific performance, declaratory judgment or injunction, and in no event shall Lessee be entitled to any monetary damages for a breach of such covenant, and in no event shall Lessee claim or assert any claims for monetary damages in any action or by way of set-off defense or counterclaim, and Lessee hereby specifically waives the right to any monetary damages or other remedies in connection with any such claim or assertion.

45.1.12  Jurisdiction.  Each of Lessor and Lessee hereby submits to the exclusive jurisdiction of any state or federal court of competent jurisdiction located in Los Angeles County, California for purposes of all legal proceedings arising out of or relating to this Lease and the estates and relationships created hereby.  Each of Lessor and Lessee hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceedings brought in any such court and any claim that any such proceeding brought in any such court has been brought in an inconvenient forum.

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45.1.13  Entire Agreement.  This Lease, the Exhibits, Schedules and Addendum hereto and such other documents as are contemplated hereunder, constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be changed or modified except by an agreement in writing signed by the parties. Lessor and Lessee hereby agree that all prior or contemporaneous oral understandings, agreements or negotiations relative to the leasing of the Leased Property are merged into and revoked by this Lease.

45.1.14  Headings.  All titles and headings to sections, subsections, paragraphs or other divisions of this Lease are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other contents of such sections, subsections, paragraphs or other divisions, such other content being controlling as to the agreement among the parties hereto.

45.1.15  Counterparts; Electronically Transmitted Signatures.  This Lease may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument.  Signatures transmitted via facsimile or other electronic means (including emailed PDF files) may be used in place of original signatures on this Lease, and Lessor and Lessee both intend to be bound by such signatures hereto transmitted via facsimile or other electronic means.

45.1.16  Joint and Several.  If more than one Person is the Lessee under this Lease, the liability of such Persons under this Lease shall be joint and several.

45.1.17  Interpretation.  Both Lessor and Lessee have been represented by counsel and this Lease and every provision hereof has been freely and fairly negotiated.  Consequently, all provisions of this Lease shall be interpreted according to their fair meaning and shall not be strictly construed against any party.

45.1.18  Time of Essence.  Time is of the essence of this Lease and each provision hereof in which time of performance is established; provided, that the foregoing shall not abrogate (but shall be applicable to) any notice or cure periods otherwise expressly provided for in this Lease.

45.1.19  Further Assurances.  The parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Lease.  Lessor and Lessee hereby agree to reasonably cooperate to review and reconsider monetary threshold amounts set forth in this Lease (i.e., with respect to alterations, Section 16.1(p) and otherwise) from time to time to the extent reasonably necessary to reflect inflation, but without any obligation on Lessor or Lessee to agree to any amendment to this Lease as a result thereof.

45.1.20  Certain Events Resulting from Purchase Agreement Closing.

45.1.20.1               In the event that HCP or any of its Affiliates exercises such party’s right to cause the closing of the transactions contemplated by the Purchase Agreement to occur notwithstanding the fact that Lessee has not yet obtained all Required Governmental Approvals contemplated by this Lease, then notwithstanding the terms and provisions of Sections 7.2.1, 8.1, 16.1 and/or 41.1(f) hereof, no default shall exist hereunder as of the Commencement Date as result of Lessee’s failure to have obtained the subject Required

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Governmental Approval(s) (all of which Required Governmental Approvals which have not been obtained, if applicable, are set forth on Schedule 45.1.20 hereto) on or before such date, nor shall any default thereafter arise under this Lease solely as a result of Lessee’s failure to have obtained such Required Governmental Approval(s), provided that Lessee exercises its commercially reasonable efforts to obtain (or, in the case of any Facility in respect of which a Master Sublease or management agreement permitted without Lessor’s consent under Sections 24.1.1 and 24.1.12 is in effect between Lessee and any of its Affiliates, to cause such Affiliate to obtain) such Required Governmental Approval(s) as promptly as possible.  Nothing in the foregoing shall serve to relieve Lessee from the timely performance of any other obligation of Lessee set forth in this Lease (including, without limitation, all obligations with respect Required Governmental Approvals other than those set forth on Schedule 45.1.20).  For the avoidance of doubt, the inclusion of an item on Schedule 45.1.20 shall not constitute an agreement by the parties that such item (or type of item) is a Required Governmental Approval as such term is defined in this Lease.

45.1.20.2               Lessor and Lessee acknowledge the provisions of Section 12.21 of the Purchase Agreement.  Lessee is hereby designated as the transferee with respect to the items specified therein.  Lessee shall comply with the provisions of Section 12.21 of the Purchase Agreement.

45.1.20.3               The parties (a) acknowledge that Lessor and/or one or more Affiliates of Lessor may hereafter acquire a fee or leasehold interest in one or more additional facilities pursuant to the Purchase Agreement and (b) agree that, concurrently with the acquisition of any such interest in any such facility, the parties shall execute and deliver (i) an amendment to this Lease (x) including such facility in the “Leased Property”, (y) including, if applicable, the Affiliate acquiring such interest in the definition of “Lessor” and (y) amending, as applicable, the Exhibits and Schedules hereto to reflect the inclusion of such facility in the “Leased Property” or (ii) if necessary to comply with requirements of loans encumbering such interest and/or to comply with applicable licensing or other regulatory requirements, a separate lease substantially in the form of this Lease with such modifications to such form as may be reasonably agreed upon by the parties to reflect the fact that such lease will demise a single facility.

45.1.20.4               The parties acknowledge that Lessee is currently performing the refurbishment project identified on Schedule 10.1 with respect to the additional facility described in Section 45.1.20.3 which is located in Corona, California, and is commonly known as Crowne Pointe.  In the event that Lessor and/or one or more Affiliates of Lessor acquires such facility pursuant to the Purchase Agreement and the parties amend this Lease to include, or enter into a new lease with respect to, such facility in accordance with Section 45.1.20.3, any and all out-of-pocket costs actually incurred by Lessee in connection with such project from and after the Commencement Date shall be deemed to constitute Costs of the Planned Capital Refurbishment Projects (and shall be credited against the Planned Capital Refurbishment Project Amount in accordance with Section 9.8.2.1), provided that (a) Lessee shall have complied with the provisions of Section 9.8 with respect to such project from and after the Commencement Date as if such project were a Planned Capital Refurbishment Project (it being understood that the performance of such project shall be deemed to have been approved by Lessor) and (b) such costs shall not have been invoiced prior to the Commencement Date and shall not exceed in the aggregate Six Million Nine Hundred Thousand Dollars ($6,900,000).

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45.1.20.5               The parties shall cooperate reasonably and in good faith to revise as appropriate, within thirty (30) days after the date hereof, the legal descriptions of the Land set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3 and shall execute and deliver an amendment to this Lease reflecting the revisions agreed upon by the parties immediately after such revisions are so agreed upon.

ARTICLE XLVI.

46.1        Provisions Relating to Master Lease.  Lessor and Lessee hereby acknowledge and agree that, except as otherwise expressly provided herein to the contrary and for the limited purposes so provided, this Lease is and the parties intend the same for all purposes to be treated as a single, integrated and indivisible agreement and economic unit.  Lessee acknowledges that in order to induce Lessor to lease the Leased Property of each Facility to Lessee pursuant to this Lease and as a condition thereto, Lessor insisted that the parties execute this Lease, thereby covering all of the Facilities in a single, integrated and indivisible agreement and economic unit, and that but for such agreement Lessor would not have leased the Leased Property of the Facilities to Lessee under the terms and conditions set forth herein.  Lessee is deriving substantial economic benefit from the transactions being consummated contemporaneously with this Lease and acknowledges that the Lease, including its nature as a single, indivisible, integrated and unitary agreement covering all of the Leased Properties, is an essential element of the transactions contemplated by and effectuated pursuant to the Purchase Agreement, without which HCP and its applicable Affiliates would not enter into the transactions contemplated by the Purchase Agreement.

46.2        Treatment of Lease.  Except as otherwise required by Legal Requirements or any accounting rules or regulations, Lessor and Lessee hereby acknowledge and agree that this Lease shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and that Lessor shall be entitled to all the benefits of ownership of the Leased Property, including depreciation for all federal, state and local tax purposes.

ARTICLE XLVII.

47.1        California State Law Provisions.  With respect to any Leased Property located in the State of California, Lessor and Lessee hereby agree as follows:

47.1.1     Waiver of Statutory Rights Concerning Damage or Destruction.  The provisions of this Lease, including, without limitation, Article XIV hereof, constitute an express agreement between Lessor and Lessee with respect to any and all damage to, or destruction of, all or any part of the Leased Property, and any statute or regulation of the State in which the Leased Property is located, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, shall have no application to this Lease or any damage or destruction to all or any part of the Leased Property and Lessee hereby waives any and all rights it might otherwise have pursuant to any such statute or regulation, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code.

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47.1.2     Waiver of Statutory Rights Concerning Condemnation.  The provisions of this Lease, including, without limitation, Article XV hereof, constitute an express agreement between Lessor and Lessee with respect to any taking by power of eminent domain or condemnation (or deed in lieu thereof) and any statute or regulation of the State in which the Leased Property is located, including, without limitation, Section 1265.130 of the California Code of Civil Procedure, with respect to any rights or obligations concerning any such taking or condemnation (or deed in lieu thereof) shall have no application to this Lease and Lessee hereby waives any and all rights it might otherwise have pursuant to any such statute or regulation, including, without limitation, Section 1265.130 of the California Code of Civil Procedure.

47.1.3     Waiver of Statutory Rights to Make Repairs.  Lessee acknowledges that Lessor has no obligations under this Lease or otherwise to make any repairs, replacements, alterations, restorations or renewals of any nature to the Leased Property.  Accordingly, Lessee hereby waives and releases its right to make repairs at Lessor’s expense under Sections 1941 and 1942 of the California Civil Code; or under any similar law, statute, or ordinance now or hereafter in effect.

47.1.4     California Remedies.  Lessor shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations).  Accordingly, if Lessor does not elect to terminate this Lease on account of any Event of Default by Lessee as provided in Article XVI above, Lessor may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all rent as it becomes due.

47.2        Connecticut State Law Provisions.  TENANT, FOR ITSELF AND ALL PERSONS CLAIMING THROUGH OR UNDER IT, HEREBY ACKNOWLEDGES THAT THIS LEASE CONSTITUTES A COMMERCIAL TRANSACTION, AS SUCH TERM IS USED AND DEFINED IN SECTION 52-278 OF THE CONNECTICUT GENERAL STATUTES, AND HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS WHICH ARE OR MAY BE CONFERRED UPON TENANT BY SAID STATUTORY PROVISION TO ANY NOTICE OR HEARING PRIOR TO A PREJUDGMENT REMEDY

47.3        Waiver of Kentucky Holdover Law.  With respect to any Leased Property located in the State of Kentucky, Lessor and Lessee acknowledge and agree that agree that Section 20.1 shall operate in lieu of any applicable holdover provision prescribed under Kentucky law.

47.4        Minnesota State Law Provisions.  Lessor and Lessee agree that this Lease is not a “residential” lease within the meaning of or for the purposes of Minnesota Statutes Chapter 504B.  Lessor’s rights to access the Leased Property pursuant to this Lease, including pursuant to Sections 9.7 and 26.1, are limited by Minnesota Statutes Section 504B.211 as to the rights of Lessee’s tenants and residents under applicable Occupancy Arrangements.

47.5        Mississippi State Law Provision.  Lessee waives the benefits of Miss.

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Code Ann. § 89-7-3, if any, to abate rent after destruction other than as expressly provided in this Lease.

47.6        Montana State Law Mold Disclosure.  Lessor hereby notifies Lessee as follows:

There are many types of mold.  Inhabitable properties are not, and cannot be, constructed to exclude mold.  Moisture is one of the most significant factors contributing to mold growth.  Information about controlling mold growth may be available from your county extension agent or health department.  Certain strains of mold may cause damage to property and may adversely affect the health of susceptible persons, including allergic reactions that may include skin, eye, nose, and throat irritation.  Certain strains of mold may cause infections, particularly in individuals with suppressed immune systems.  Some experts contend that certain strains of mold may cause serious and even life-threatening diseases.  However, experts do not agree about the nature and extent of the health problems caused by mold or about the level of mold exposure that may cause health problems.  The Centers for Disease Control and Prevention is studying the link between mold and serious health conditions.  The seller, landlord, seller’s agent, buyer’s agent, or property manager cannot and does not represent or warrant the absence of mold.  It is the buyer’s or tenant’s obligation to determine whether a mold problem is present.  To do so, a buyer or tenant should hire a qualified inspector and make any contract to purchase, rent, or lease contingent upon the results of that inspection.  A seller, landlord, seller’s agent, buyer’s agent, or property manager who provides this mold disclosure statement, provides for the disclosure of any prior testing and any subsequent mitigation or treatment for mold, and discloses any knowledge of mold is not liable in any action based on the presence of or propensity for mold in a building that is subject to any contract to purchase, rent, or lease.

47.7        Nevada State Law Provisions.  Prior to the commencement of any work of improvement which may be the subject of a lien under the provisions of Nevada Revised Statutes (for purposes of this Section 47.7, “NRS”) 108.221 et seq., Lessee shall satisfy the requirements of NRS 108.2403.  Without limiting the foregoing, if required by Nevada law, before Lessee may cause a work of improvement to be constructed, altered or repaired upon the Leased Property located in the State of Nevada, Lessee shall (1) record a notice of posted security with the Clark County Recorder and (2) either (a) establish a construction disbursement account and (i) fund the account in an amount equal to the total cost of the work of improvement, but in no event less than the total amount of the prime contract, (ii) obtain the services of a construction control to administer the construction disbursement account and (iii) notify each person who gives Lessee a notice of right to lien of the establishment of the construction disbursement account or (b) record a surety bond for the prime contract that meets the requirements of NRS 108.2415(2) and notify each person entitled to notice thereof pursuant to NRS 108.2403(2)(f).  As used herein, the terms “work of improvement” and “prime contract” have the meanings given them in NRS 108.221 et seq.

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47.8        New Mexico State Law Provisions.  With respect only to the Leased Property located in the State of New Mexico, Lessor and Lessee hereby agree as follows:

47.8.1     Limitation on Indemnification.  The parties reaffirm their intent that this Lease be governed by, and construed in accordance with, the law chosen in Section 45.1.9 above.  Nevertheless, to the extent, if at all, that any provision contained in this Lease or in any related documents requiring one party to indemnify, hold harmless, insure, or defend another party (including such other party’s employees or agents) is found to be within the scope of NMSA 1978, § 56-7-1, as amended from time to time, or in any way subject to, or conditioned upon consistency with, the provisions of NMSA 1978, § 56-7-1, as amended from time to time, for its enforceability, then such provision, regardless of whether it makes reference to this or any other limitation provision, shall: (a) not extend to liability, claims, damages, losses or expenses, including attorney fees, arising out of bodily injury to persons or damage to property caused by or resulting from, in whole or in part, the negligence, act or omission of the indemnitee or additional insured, as the case may be, its officers, employees or agents; (b) be enforced only to the extent that the liability, damages, losses or costs are caused by, or arise out of, the acts or omissions of the indemnitor or its officers, employees or agents; and (c) be further modified, if required, by the provisions of NMSA 1978, § 56-7-1(B), as amended from time to time.  Further, notwithstanding any other term or condition of this Agreement, to the extent, if at all, that any agreement, covenant, or promise to indemnify another party (including such party’s employees or agents) contained herein or in any related documents, is found to be within the scope of NMSA 1978, § 56-7-2, as amended from time to time, or in any way subject to, or conditioned upon consistency with, the provisions of NMSA 1978, § 56-7-2, as amended from time to time, for its enforceability, then, regardless of whether it makes reference to this or any other limitation provision, such agreement is not intended to, and it does not, indemnify such indemnitee against loss or liability for damages arising from: (i) the sole or concurrent negligence of such indemnitee or the agents or employees of such indemnitee; (ii) the sole or concurrent negligence of an independent contractor who is directly responsible to such indemnitee; or (iii) an accident that occurs in operations carried on at the direction or under the supervision of such indemnitee, an employee or representative of such indemnitee or in accordance with methods and means specified by such indemnitee or the employees or representatives of such indemnitee.

47.8.2     Permitted Contest under Article XII of Mechanic’s or Materialmen’s Lien in New Mexico.  If, under Article XII of this Lease, Lessee desires in good faith to contest the validity or correctness of any mechanic’s or materialmen’s lien on the Leased Premises in New Mexico, it may do so with diligence pursuant to NMSA 1978, § 48-2-9 (2007), as amended from time to time, or any successor statute, by filing in the New Mexico state district court for the judicial district in which the Leased Premises are located a petition to cancel lien, depositing such security with the court as may be ordered and thereafter obtaining and filing in the court action, as well as recording in the real property records of the county in which the Leased Premises are located, the court’s order canceling the lien, and Lessor shall cooperate to whatever extent may be necessary, provided only that Lessee shall indemnify, defend and hold Lessor, its Affiliates, and the Leased Premises harmless against any costs, loss, liability or damage on account thereof, including reasonable attorneys’ fees.

47.8.3     Notice of Non-Responsibility of Lessor for Construction on

104

Premises by Lessee.  To the maximum extent permitted by law, the interest of Lessor in the Leased Property shall not be subject to liens for improvements made by or for the account of Lessee, for which Lessee shall provide due notice to all parties who provide any services or materials with respect to any work on the Leased Property.  Further, Lessee shall, on or before the commencement of any material construction on the Leased Property, send to Lessor a form of notice of non-responsibility to be executed and notarized by Lessor in a timely manner, consistent with the provisions of NMSA 1978, §48-2-11 (1953), as amended from time to time, and any other applicable provisions of New Mexico law relating to exempting the Lessee’s interest under the Lease from any claim of lien arising out of Lessee’s construction on such Leased Property.  Promptly following the receipt of a duly executed and notarized notice of non-responsibility, Lessee shall record the original in the records of the county clerk of the county in which such Leased Property is located sand post copies of the same on the Leased Property, as required by law.

47.8.4     Landlord’s Lien.  Upon the occurrence of an Event of Default, Lessor’s remedies shall include, in addition to those provided for in the Lease, all other rights and remedies provided by law or equity, including, without limitation, a landlord’s lien under NMSA 1978, § 48-3-5 (1995), as amended, and under any other applicable law, to which Landlord may resort cumulatively or in the alternative.

47.8.5     Supplement to Provision for a Receiver in Section 16.4 Above.  Section 16.4 is supplemented with the addition of this provision.  Upon the occurrence and during the continuance of an Event of Default, subject to the provisions of NMSA 1978, §§44-8-1 through 44-8-10 (1995 & 1996), as amended from time to time, and Rule 1-066 NMRA, to the extent applicable, as well as any other applicable law), Lessor shall have the right to apply to a court of competent jurisdiction for and obtain appointment of a receiver of the Leased Property as a matter of strict right and without regard to the adequacy of the security for the repayment of Lessee’s obligations under the Lease, the issuance or declaration of a notice of default, and Lessee hereby consents to such appointment.

47.8.6     Grant of Security Interest in Rents Under Section 16.9.1 Subject to Assignment of Rents Act.  Lessor shall have all the rights and powers provided for under the Uniform Assignment of Rents Act, NMSA 1978, §§56-15-1 through 56-15-19 (2012), as amended from time to time, and the provisions in this Lease including Lessee’s grant to Lessor of a security interest in rents and leases of the Leased Property are subject to the terms of such act (including those provisions of such act acknowledging the rights of the parties to bind themselves to their own agreements on certain matters covered by such act), to the extent applicable, as well as any other applicable law.

47.9        Oregon State Law Provisions.  With respect only to the Leased Property located in the State of Oregon, Lessor and Lessee hereby agree as follows:

47.9.1     Exercise of Remedies by Lessor.  Upon the occurrence and during the continuance of any Event of Default (after expiration of any applicable notice and/or grace periods), Lessor, without further notice except as required by applicable law, may repossess the Facility from which the Event of Default emanated, if any, or that Lessor, in its reasonable discretion, determines is affected by the Event of Default pursuant to Section 16.2.  Lessor may

105

take such actions by any means provided by law, including summary or eviction proceedings, ejectment or otherwise, and may remove Lessee and all other persons and any and all property from the same.  The exercise of such rights will not require that the Lease be previously terminated with respect to such Facility.

47.9.2     Additional Rights of Lessor Upon Event of Default.  If any Event of Default occurs, whether or not Lessor retakes possession or relets a Facility, and without requiring that Lessor first terminate the Lease with respect to a Facility from which the Event of Default emanated, if any, or that Lessor, in its reasonable discretion, determines is affected by the Event of Default pursuant to Section 16.2, Lessor may recover all reasonable, necessary and actually incurred damages caused by the Event of Default (including, but not limited to, unpaid rent, the costs of reletting, and other sums referenced in this Lease in connection with the Event of Default or any such reletting).  Landlord may sue periodically to recover such damages as they accrue during the remainder of the Term without barring a later action for further damages.

47.10      Pennsylvania State Law Provisions.  Lessee waives the right to any notices to quit as may specified in the Landlord and Tenant Act of Pennsylvania, Act of April 6, 1951, as amended, or any similar or successor provision of law, and agrees that five (5) days’ notice shall be sufficient in any case where a longer period may be statutorily specified.

47.11      Texas State Law Provisions.  With respect to any Leased Property located in the State of Texas, Lessor and Lessee each acknowledge, on its own behalf and on behalf of its successors and assigns, as follows:

47.11.1  Waiver of Texas Consumer Rights Statute.  The Texas Deceptive Trade Practices Consumer Protection Act, subchapter E of Chapter 17 of the Texas Business and Commerce Code (for purposes of this Section 47.11.1, “DTPA”), as amended, is not applicable to this Lease.  Accordingly, the rights and remedies of Lessor and Lessee with respect to all acts or practices of the other, past, present, or future, in connection with this Lease shall be governed by legal principles other than the DTPA.  Lessor and Lessee each hereby waives its rights under the DTPA, a law that gives consumers special rights and protections.  After consultation with an attorney of its own selection, each of Lessor and Lessee voluntarily consents to this waiver.

47.11.2  Waiver of Lessee Lien.  Lessee waives any right which it may have to a lien against any portion of the interest of Lessor in the Leased Property pursuant to Section 91.004 of the Texas Property Code.

47.12      Virginia State Law Provisions.  The parties agree that this Lease shall be deemed a “deed of lease” for the purposes of Section 55.2 of the Code of Virginia (1950), as amended.

47.13      Washington State Law Provisions.  With respect only to the Leased Property located in the State of Washington, Lessor and Lessee hereby agree as follows:

47.13.1  Indemnification Modifications.  The parties reaffirm their intent that this Lease be governed by, and construed in accordance with, the law chosen in Section 45.1.9 above.  Nevertheless, in compliance with RCW 4.24.115 as in effect on the date of this Lease, to the extent, if at all, that any provisions of this Lease pursuant to which Lessor or Lessee

106

(for purposes of this Section 47.13.1, the “Indemnitor”) agrees to indemnify the other (for purposes of this Section 47.13.1, the “Indemnitee”) against liability for damages arising out of bodily injury to persons or damage to property relative to the construction, alteration or repair of, addition to, subtraction from, improvement to, or maintenance of, any building, road, or other structure, project, development or improvement attached to real estate, including the Leased Property, is found to be within the scope of RCW 4.24.115, or in any way subject to, or conditioned upon consistency with, the provisions of RCW 4.24.115, for its enforceability, then such provision (regardless of whether it makes reference to this or any other limitation provision): (a) shall not apply to damages caused by or resulting from the sole negligence of the Indemnitee, its agents or employees and (b) to the extent caused by or resulting from the concurrent negligence of (i) the Indemnitee or the Indemnitee’s agents or employees, and (ii) the Indemnitor or the Indemnitor’s agents or employees, shall apply only to the extent of the Indemnitoris negligence; provided, however, the limitations on indemnity set forth in this Section 47.13.1 shall automatically and without further act by either Lessor or Lessee be deemed amended so as to remove any of the restrictions contained in this Section 47.13.1 no longer required by then applicable law.

47.13.2  Waiver of Worker’s Compensation Immunity.  Solely for the purpose of effectuating Lessee’s indemnification obligations under this Lease, and not for the benefit of any third parties (including but not limited to employees of Lessee), Lessee specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW, if applicable.  Furthermore, the indemnification obligations under this Lease shall not be limited in any way by any applicable limitation on the amount or type of damages, compensation or benefits payable to or for any third party under worker compensation acts, disability benefit acts or other employee benefit acts now or hereafter in effect in the State of Washington.  The parties acknowledge that the foregoing provisions of this paragraph have been specifically and mutually negotiated between the parties.

47.13.3  Reentry of Premises.  Should Lessor reenter any Facility under any provisions of this Lease relating to an Event of Default by Lessee hereunder, Lessor shall not be deemed to have terminated this Lease, or the liability of Lessee to pay the Rent thereafter accruing, or to have terminated Lessee’s liability for damages under any of the provisions of this Lease, by any such reentry or by any action, in unlawful detainer or otherwise, to obtain possession of such Facility, unless Lessor shall have notified Lessee in writing that Lessor had elected to terminate this Lease.  Lessee further covenants that the service by Lessor of any notice pursuant to the unlawful detainer statutes of the State of Washington and/or the surrender of possession pursuant to such notice shall not (unless Lessor elects to the contrary at the time of or at any time subsequent to the serving of such notices and such election is evidenced by a written notice to Lessee) be deemed to be a termination of this Lease.

47.13.4  No Authority to Cause Liens.  Notwithstanding anything to the contrary contained elsewhere in this Lease, Lessee shall have no right or authority to cause or allow any Facility or the Lessor’s estate or interest therein or in and to this Lease to be subjected to any such lien.

47.13.5  Washington Licensure Laws.  Notwithstanding anything to the contrary in any of Sections 6.3, 16.9, 16.10, 26.1 or 45.1.4, solely with respect to the Leased

107

Property located in the State of Washington, the following provisions shall apply subject to the limitations specifically set forth below:

47.13.5.1               Unless otherwise permitted by the applicable requirements of Washington law governing the licensing of facilities providing long-term care or assisted-living services, as the same may be amended or modified from time to time during the Term (for purposes of this Section 47.13.5, the “Washington Licensure Laws”), there shall be no transfer or assignment of Lessee’s boarding home licenses to any other party upon default, termination or otherwise, it being understood and agreed that under Washington law a boarding home license is not transferable; provided, however, that nothing herein shall be construed as prohibiting a new operator from securing a license to operate the applicable Facility in its own name; and provided, further, that Lessee shall, upon request and at no cost to Lessee, cooperate in any such successor operator’s licensure efforts.

47.13.5.2               Unless otherwise permitted by the Washington Licensure Laws, there shall be no transfer of resident agreements or records related to any Facility located in the State of Washington to any party upon termination of this Lease without such other party first being licensed to operate the applicable Facility in compliance with applicable Washington law.

47.13.5.3               Unless otherwise permitted by the Washington Licensure Laws, no party other than Lessee (or its agent) or other parties authorized by law shall have the right to review resident records at any Facility located in the State of Washington.

47.13.5.4               Unless otherwise permitted by the Washington Licensure Laws, the operational responsibility for the Facilities located in the State of Washington shall be vested only in an operator that is licensed in compliance with applicable State law.

47.13.5.5               For the avoidance of doubt, nothing in this Section 47.13.5 is intended to prohibit Lessor from applying for the appointment of a receiver in accordance with Section 16.4 and the requirements of applicable law, including, if applicable, the Washington Licensure Laws.

47.14      Local Law Provisions.  None of the foregoing provisions of this Article XLVII relating to the rights and obligations of the parties under the laws of any State in which Leased Property is located shall be construed in any respect (by implication or otherwise) to affect (a) the intention of the parties that this Lease be governed by, and construed in accordance with, the law specified in Section 45.1.9 or (b) any of the rights or obligations of the parties not governed by the laws of such State.

47.15      Performance of Lessee’s Obligations.  Lessor hereby acknowledges and agrees that Lessee may, in each case, to the extent permitted by and undertaken in accordance with applicable Legal Requirements, satisfy its obligation to perform any term or provision of this Lease (including the items with respect to which representations and warranties are made) by causing any Occupant to perform the same in accordance with all requirements of this Lease on Lessee’s behalf; provided, that nothing in the foregoing is intended (nor shall it be deemed or construed) to relieve Lessee of the continuing obligation to timely pay and/or perform each of its

108

obligations and agreements hereunder and to comply with all requirements hereof and Lessee shall remain fully liable in all respects for the performance of its obligations hereunder in accordance with the terms hereof.

[Signature page follows]

109

IN WITNESS WHEREOF, the parties have caused this Lease to be executed and attested by their respective officers thereunto duly authorized.

LESSEE:

EMERITUS CORPORATION, a Washington corporation

By:	/s/ Eric Mendelsohn
Name: Eric Mendelsohn
Title:   SVP Corporate Development

[Signature pages continue on next page]

Signature Page to Master Lease and Security Agreement

LESSOR:

HCPI TRUST, a Maryland real estate investment trust,

HCP SH ELP1 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP2 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP3 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH LASSEN HOUSE, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN LAUREL, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN VIEW, LLC, a Delaware limited liability company,

HCP SH OAKRIDGE, LLC, a Delaware limited liability company,

HCP SH RIVER VALLEY LANDING, LLC, a Delaware limited liability company, and

HCP SH SELLWOOD LANDING, LLC, a Delaware limited liability company

By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title:   Executive Vice President

HCP SENIOR HOUSING PROPERTIES TRUST, a Delaware statutory trust,

By: HCP Senior Housing Properties, LLC, its Managing Trustee

By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title:   Executive Vice President

Signature Page to Master Lease and Security Agreement

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached.]

Exhibit A-1

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 1 Facilities

555

Azalea Gardens

100 Azalea Dr

Oxford

MS

HCP SH ELP1 Properties, LLC

80

[***]

80-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

602

Briarwood

4865 Main St

Springfield

OR

HCP SH ELP1 Properties, LLC

126

[***]

4-unit cottage, 122-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

532

Buckingham Estates

1824 Manchester Rd

Glastonbury

CT

HCP SH ELP1 Properties, LLC

46

[***]

46-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

614

Chandler Place

745 Dilworth Ln

Rock Hill

SC

HCP Senior Housing Properties Trust

120

[***]

120-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

647

Chesterley Court

1100 N 35th Ave

Yakima

WA

HCP SH ELP3 Properties, LLC

14

[***]

14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

648

Chesterley Meadows

1100 N 35th Ave

Yakima

WA

HCP SH ELP1 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

598

Cougar Springs

1942 SW Canyon Dr

Redmond

OR

HCP SH ELP1 Properties, LLC

88

[***]

2-unit cottage, 62-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

540

Courtyard Gardens

1000 River Centre Pl

Lawrenceville

GA

HCP SH ELP1 Properties, LLC

48

[***]

36-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

624

Eden Estates

1997 Forest Ridge Dr

Bedford

TX

HCP SH ELP1 Properties, LLC

126

[***]

63-unit independent living, 63-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

635

Emerald Pointe

995 S Regency Rd

Cedar City

UT

HCP SH ELP1 Properties, LLC

55

[***]

42-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

645

Fishers Landing

17171 Southeast 22nd Dr

Vancouver

WA

HCP SH ELP1 Properties, LLC

75

[***]

75-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

650

Fox River

5800 Pennsylvania Ave

Appleton

WI

HCP SH ELP1 Properties, LLC

80

[***]

62-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

544

Georgian Place

355 Millard Farmer Industrial Blvd

Newnan

GA

HCP SH ELP1 Properties, LLC

54

[***]

53-unit independent living, 21-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

608

Grayson View Selinsgrove

29 Grayson View Ct

Selinsgrove

PA

HCPI Trust

81

[***]

73-unit assisted living care, 8-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

3 Years and 11 Months

[***]

[***]

610

Hawthorne Inn at Greenville

20 Hawthorne Park Ct

Greenville

SC

HCP Senior Housing Properties Trust

52

[***]

39-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

579

Heritage Place

1380 N Heritage Ln

Tahlequah

OK

HCP SH ELP1 Properties, LLC

39

[***]

39-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

604

Lakeside

2201 N 3rd Ave

Stayton

OR

HCP SH ELP1 Properties, LLC

62

[***]

62-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

605

Lakeside Cottages

2201 N 3rd Ave

Stayton

OR

HCP SH ELP1 Properties, LLC

12

[***]

12-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

618

Legacy Crossing

910 Murfreesboro Rd

Franklin

TN

HCP SH ELP1 Properties, LLC

124

[***]

124-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

616

Lexington Gardens

190 McSwain Dr

West Columbia

SC

HCP Senior Housing Properties Trust

72

[***]

72-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

577

Manchester House

2333 Manchester Dr

Oklahoma City

OK

HCP SH ELP3 Properties, LLC

52

[***]

33-unit assisted living care, 19-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

599

Manor House

3400 NW Edenbower Blvd

Roseburg

OR

HCP SH ELP3 Properties, LLC

56

[***]

56-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

529

Meadowlark

351 Bruce St

Yreka

CA

HCP SH ELP1 Properties, LLC

72

[***]

58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

637

Monroe House

46555 Harry Byrd Hwy

Sterling

VA

HCP SH ELP3 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

560

Northridge

5410 17th Ave

Kearney

NE

HCP SH ELP3 Properties, LLC

113

[***]

73-unit independent living, 40-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

554

Oak Tree Village

363 Jungermann Rd

Saint Peters

MO

HCP Senior Housing Properties Trust

186

[***]

166-unit independent living, 20-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

523

Peridot

211 Bradshaw Dr

Prescott

AZ

HCP SH ELP3 Properties, LLC

102

[***]

102-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

620

Remington House

640 Rock Springs Rd

Kingsport

TN

HCP SH ELP1 Properties, LLC

50

[***]

50-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

606

River Valley Landing

19200 SW 65Th Ave

Tualatin

OR

HCP SH River Valley Landing, LLC

120

[***]

120-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

621

Rose Terrace

6015 Primacy Pkwy

Memphis

TN

HCP SH ELP1 Properties, LLC

48

[***]

48-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

628

Rosemont at Clearlake

14101 Bay Pointe Ct

Houston

TX

HCP SH ELP1 Properties, LLC

91

[***]

67-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

470

Sequoia Springs

2401 Redwood Way

Fortuna

CA

HCP SH ELP3 Properties, LLC

80

[***]

66-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

661

Sequoia Springs Cottages

2401 Redwood Way

Fortuna

CA

HCP SH ELP3 Properties, LLC

21

[***]

21-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

632

Spring Creek Gardens

6410 Old Orchard Dr

Plano

TX

HCP SH ELP1 Properties, LLC

65

[***]

44-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

578

Statesman Club

10401 Vineyard Blvd

Oklahoma City

OK

HCP SH ELP2 Properties, LLC

137

[***]

137-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

646

Stonebridge

7900 Ne Vancouver Mall Dr

Vancouver

WA

HCP SH ELP1 Properties, LLC

60

[***]

60-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

537

Terrace at Riverstone

125 Riverstone Terrace

Canton

GA

HCP SH ELP3 Properties, LLC

93

[***]

65-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

528

The Palms

100 Sterling Ct

Roseville

CA

HCP SH ELP1 Properties, LLC

101

[***]

86-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

603

Woodside Village

4851 Main St

Springfield

OR

HCP SH ELP1 Properties, LLC

53

[***]

53-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

Total Lease Pool 1 Facilities (39 Properties)

2,994

16 Years

10 Years

7 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 1 Potential Facility*

587

Hermiston Terrace

980 W Highland Ave

Hermiston

OR

HCP SH Hermiston Terrace, LLC

57

[***]

57-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

* The foregoing facility listed under the heading “Lease Pool 1 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oxford, Emeritus at)

(Azalea Gardens)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LAFAYETTE, STATE OF MISSISSIPPI, AND IS DESCRIBED AS FOLLOWS:

A tract of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a 1/2” rebar found located 8,294.09 feet South and 268.42 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West; run thence due East for a distance of 520.58 feet to a 1/2” rebar found; run thence S 32° 19’02” E for a distance of 27.57 feet to a 1/2” rebar found; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar found; run thence S 36° 23’ 02” E for a distance of 5.00 feet to a 1/2” rebar found; run thence S 57° 40’58” W for a distance of 108.35 feet to a 1/2” rebar found; run thence S 32° 19’ 02” E for a distance of 180.30 feet to a 1/2” rebar found; run thence due South for a distance of 52.73 feet to a 1/2” rebar found; run thence S 14° 04’20” W for a distance of 106.93 feet to a 1/2” rebar found; run thence due South for a distance of 105.01 to a 1/2” rebar found; run thence N 89° 22’ 31” W for a distance of 493.05 feet to 1/2” rebar found; run thence N 00° 11’ 42” E for a distance of 512.74 feet to the Point of Beginning of the herein described tract of land, said tract contains 5.81 acres, more or less.

Together with a perpetual right-of-way with the right to erect, construct, install, and thereafter use, operate, repair, maintain, replace a roadway and the necessary appurtenances thereto, together with the right of ingress and egress for the purposes for which the above mentioned rights are granted, on, over and across the following described property situated in Lafayette County, Mississippi, to-wit:

A tract of land being located in the Southwest Quarter (SW 1/4) of Section 33, Township 8 South, Range 3 West, and in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a point being located 7,047.32 feet south and 2,149.92 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, township 8 South, Range 3 West, run thence S 08° 36’ 53” E for a distance of 98.84 feet toa point; run thence S 25° 11’ 50” W for a distance of 143.27 feet to a point on a curve to the right; run thence along said circular curve for a distance of 491.67 feet, with a radius of 506.92 feet, said curve having a chord bearing of S 52° 59’ 01” W and a chord distance of 472.62 feet to a point; run thence S 80° 46’ 10” W for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said curve for a distance of 247.20 feet with a radius of 282.57 feet, said curve having a chord bearing of S 55° 42’ 26” W and a chord distance of 239.40 feet to a point; run thence S 30° 38’ 43” W for a distance of 157.39 feet to a point on a circular curve to the right; run thence along said circular curve for a distance of 281.64 feet with a radius of 702.50 feet, said curve having a chord bearing of S 42° 07’ 51” W and a chord distance of 279.76 feet to a point; run thence S 53° 36’ 58” W for a distance of 445.85 feet to a found 1/2” rebar, said point being the northeast corner of a 5.81 acre tract; run thence N 32° 19’ 02” W for a distance of 27.57 feet to a found 1/2” rebar; run thence due west for a distance of 46.36 feet to a point; run thence N 53° 36’ 58” E for a distance of 481.22 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 259.59 feet with a radius of 647.50 feet, said curve having a chord bearing of N 42° 07’ 51” E and a chord distance of 257.86 feet to a point; run thence N 30° 38’ 43” E for a distance of 157.39 feet to a point on a circular curve to the right, run thence along said circular curve for a distance of 295.32 feet with a radius of 337.57 feet, said curve having a chord bearing of N 55° 42’26” E and a chord distance of 285.99 feet to a point; run thence N 80° 46’ 10” E for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 438.33 with a radius of 451.92 feet, said curve having a chord bearing of N 52° 59’ 01” E

LEGAL DESCRIPTION
(Oxford, Emeritus at)
(Azalea Gardens)

and a chord distance of 421.35 feet to a point; run thence N 25°11’50” E for a distance of 225.39 feet to the point of beginning, said tract contains 2.40 acres, more or less, within the herein described easement.

LESS AND EXCEPT:

A parcel of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a point located 8,294.08 feet South and 788.80 feet East of a concrete monument marking the Northwest Corner of the Southwest Quarter (SW 1/4) of Section 28, Township 8 South, Range 3 West; run thence S 32° 19’ 02” E for a distance of 27.57 feet to a 1/2” rebar set; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar set; run thence S 36° 23’02” E for a distance of 5.00 feet to a 1/2” rebar set; run thence S 57° 40’ 58” W for a distance of 21.85 feet to a 1/2” rebar set on a curve to the right; run thence along said curve to the right, said curve having a radius of 48.00 feet and an are length of 75.52 feet, a chord bearing of N 31° 27’ 11” W with a chord length of 67.97 feet to a 1/2” rebar set; run thence N 89° 56’ 58” E for a distance of 62.05 feet to the Point of Beginning of the herein described parcel of land, said parcel contains 0.07 acres of land, more or less.

AND ALSO DESCRIBED AS PER SURVEY:

A parcel of land lying in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Commence at the Northwest corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West, said Lafayette County; thence East 268.42 feet to a point; thence South 8294.09 feet to a 5/8” capped rebar set (SMW LS 02859) and the Point of Beginning; thence S 89° 29’ 22” E along the southerly line of Lots 2-6 and Lot A of The Azaleas P.U.D. Phase III, Part I as recorded in Plat Cabinet B, Sheet 15 in the Chancery Clerks Office for said Lafayette County, for a distance of 458.49 feet to a 5/8” capped rebar set (SMW LS 02859); thence along the westerly right-of-way line of the cul-de-sac of Azalea Drive with a curve to the left having an arc length of 75.61 feet, a radius of 48.00 feet, and a chord bearing and distance of S 30° 56’ 33” E for 68.03 feet to a 1/2” rebar found; thence leaving said westerly right-of-way line S 58° 11’ 36” W for a distance of 86.54 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 31° 42’ 24” E along the westerly line of Lots 12-15 of Azalea Cove as recorded in Plat Cabinet B, Sheet 16 in the Chancery Clerks Office for said Lafayette County, for a distance of 180.86 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W for a distance of 52.07 feet to a 1/2” rebar found at the southwest corner of said Lot 12; thence S 14° 34’ 58” W for a distance of 106.93 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W along the westerly line of Lot 10 of said Azalea Cove for a distance of 105.01 feet to a 5/8” capped rebar set (SMW LS 02859) at the southwest corner of said Lot 10; thence N 88° 51’ 53” W for a distance of 493.05 feet to a 5/8” capped rebar set (SMW LS 02859); thence N 00° 42’ 20” E for a distance of 512.74 feet to the Point of Beginning. Said described parcel of land contains 5.78 acres, more or less.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Springfield - The Briarwood, Emeritus at)

(Briarwood)

Parcel 1, of LAND PARTITION PLAT NO. 99-P1265, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Buckingham Estates Memory Care Community)

Address: 1824 Manchester Road

City/Town: Glastonbury

County: Hartford

State: CT

A certain piece or parcel of land, with the buildings and improvements thereon and appurtenances thereto, located on the southerly side of Manchester Road (Conn. Rte. 83) in the Town of Glastonbury, County of Hartford and State of Connecticut, shown as “Parcel B Area” on a map or plan entitled “ALTA/ACSM Land Title Survey Development Plan for Parcels A, B, and C Prepared for ALS - Northeast LLC Glastonbury, Conn. Date: 5-25-99 Scale: 1’ = 80’ Map No. 109-97-1Y”, revised 8-5-99, made by Megson & Heagle, Civil Engineers & Land Surveyors, which map is on file in the Glastonbury Town Clerk’s Office as Map #6088A. Said Parcel B is more particularly described as follows:

Beginning at a point in the southerly street line of Manchester Road located 315.98 feet southwesterly of a highway monument, said point marks the northeasterly corner of land shown as “Parcel A” on said map, and the northwesterly corner of the parcel herein described; thence running N 81° 13’ 20” E for a distance of 315.98 feet to a point marked by said monument; thence running along a curve to the right with a central angle of 00° 50’ 51”, a radios of 3567.00 feet for a distance of 52.76 feet to a point, the last two courses being along the street line of Manchester Read; thence running S 23° 00’ 00” W for a distance of 58.44 feet to a point; thence running S 10° 55’ 25” E for a distance of 76.65 feet to a point; thence running S 33° 15’ 00” E for a distance of 519.81 feet to a point; thence running S 13° 17’ 35” E for a distance of 424.59 feet to a point; thence running S 71° 15’ 40” W for a distance of 15.37 feet to a point; thence running S 79° 10’ 20” W for a distance of 195.21 feet to a point; thence running S 88° 44’ 10” W for a distance of 96.50 feet to a point, the last seven courses being along land shown as “Parcel C” on said map; thence running N 84° 40’ 30” W along land shown as “Parcel C” and land shown as “Parcel A” on said map, in part by each, for a distance of 343.94 feet to a point; thence running N 07° 03’ 00” W for a distance of 634.60 feet to a point; thence running N 07° 40’ 20” W for a distance of 166.68 feet to a point; thence running N 16° 30’ 00” E for a distance of 61.05 feet to a point; thence N 07° 40’ 20” W for a distance of 80.12 feet to the point or place of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

Real property in the City of Rock Hill, County of York, State of South Carolina, described as follows:

ALL THOSE CERTAIN PIECES, PARCELS OR TRACTS OF LAND, WITH ANY IMPROVEMENTS THEREON, SITUATE, LYING, AND BEING LOCATED IN THE CITY OF ROCK HILL, COUNTY OF YORK, STATE OF SOUTH CAROLINA, BEING SHOWN AND DESIGNATED AS THE “DEVELOPMENT PARCEL” CONTAINING 4.24 ACRES, 184,852 SQUARE FEET, AND THE ‘60’ ACCESS EASEMENT PARCEL” CONTAINING 0.60 ACRES, 26,219 SQUARE FEET, ON A PLAT PREPARED FOR CHANDLER PLACE AT ROCK HILL LIMITED PARTNERSHIP BY FISHER-SHERER, INC., DATED APRIL 16, 2002, AND LAST REVISED MAY 9, 2002, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-67 AT PAGE 1, AND HAVING THE FOLLOWING. METES, BOUNDS, COURSES, DISTANCES AND DIRECTIONS AS SHOWN ON SAID PLAT, WHICH PLAT IS INCORPORATED HEREIN BY REFERENCE, TO-WIT:

DEVELOPMENT PARCEL:

BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR RAGIN LANE AND INDIA HOOK ROAD, BEING THE POINT OF COMMENCEMENT (P. O. C), AND PROCEEDING S53°02’11”E ALONG RAGIN LANE FOR A DISTANCE OF 193.90 FEET TO A NEW 5/8” IRON PIN SET DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHERN CORNER OF THE SUBJECT PROPERTY ON THE SOUTHERN SIDE OF THE RIGHT-OF-WAY FOR RAGIN LANE; AND THEN RUNNING S60°39’23”E ALONG THE RIGHT-OF-WAY OF RAGIN LANE FOR A DISTANCE OF 447.18 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S27°31’44”W ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., AND PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 279.55 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59°27’15”E ALONG THE SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 40.76 FEET TO AN EXISTING 5/8” IRON PIN POUND; THEN TURNING AND RUNNING S31°39’47”W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 128.31 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N64°16’47”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 86.26 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39°18’39”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 21.06 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG 60’ ACCESS EASEMENT PARCEL FOR A CHORD BEARING OF N69°22’25’W AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N43°44’18”E AND A CHORD DISTANCE OF 22.95 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15°17’21”E AND A CHORD DISTANCE OF 42.28 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N19°24’09”W AND A CHORD DISTANCE OF 26.38 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N60°39’23”W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 83.96 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15°39’23”W AND A CHORD DISTANCE OF 21.21 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29°20’37”E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 28.17 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N60°39’23”W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 89.81 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29°12’42”E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 73.59 FEET TO AN EXISTING 1” IRON PIPE FOUND; THEN CONTINUING N29°12’42”E ALONG PROPERTY NOW OR FORMERLY OF DENNIS W. HARRINGTON FOR A DISTANCE OF 266.08 FEET TO A NEW 5/8” IRON PIN SET, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.

AND

60’ ACCESS EASEMENT PARCEL:

BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR INDIA HOOK ROAD AND HEATHRIDGE ROAD, BEING THE POINT OF COMMENCEMENT (P.O.C.), AND PROCEEDING N08°07’23”E ALONG INDIA HOOK ROAD FOR A DISTANCE OF 63.81 FEET TO AN EXISTING 5/8” IRON PIN FOUND DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHWESTERNMOST CORNER OF THE SUBJECT PROPERTY ON THE EASTERN SIDE OF THE RIGHT-OF-WAY OF INDIA HOOK ROAD; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF S75°02’29”E AND A CHORD DISTANCE OF 28.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N59°50’13”E ALONG SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 27.12 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THENCE TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N67°33’14”E AND A CHORD DISTANCE OF 48.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N75°16’15”E ALONG PROPERTY NOW FORMERLY OF CORNERSTONE DEVELOPMENT OF TIE CAROLINAS, INC., FOR A DISTANCE OF 163.27 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N77°00’34”E AND A CHORD DISTANCE OF 10.93 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE DEVELOPMENT PARCEL FOR A CHORD BEARING OF S69°22’25”E AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39°18’39”W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 62.50 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF N67°42’03”W AND A CHORD DISTANCE OF 144.54 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND, RUNNING S75°16’15”W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE 163.27 FEET TO AN EXISTING

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S67°33’14”W AND A CHORD DISTANCE OF 32.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59°50’13”W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE OF 27.53 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S14°57’17”W AND A CHORD DISTANCE OF 28.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N29°55’40”W ALONG THE RIGHT-OF-WAY OF INDIA HOOK ROAD FOR A DISTANCE OF 100.00 FEET TO AN EXISTING 5/8” IRON PIN FOUND, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Chesterley Court Memory Care Community)

The North 30 feet of the South 428 feet of the East 306.83 feet of Tract 11, NATCHES ORCHARD TRACTS, recorded in Volume “A” of Plats, page 69, records of Yakima County, Washington.

AND the East 145 feet of the North 130.67 feet of Lot 2 of Short Plat recorded in Book “H” of Short Plats, page 4, under Auditor’s File Number 2430471, records of Yakima County, Washington.

AND THE South 50.2 feet of the East 145 feet of Lot 5 of the Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;

ALSO more particularly described as follows:

Commencing at the Northeast corner of Lot 5 of Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;

thence along the East line of said Lot 5, South 00o06’29” West, a distance of 203.83 feet to the point of beginning;

thence South 00o06’29” East 50.20 feet;

thence South 00o13’41” West 100.67 feet;

thence South 89o25’05” East 306.83 feet;

thence South 00o13’41” West 30.00 feet;

thence North 89o25’05” West 306.83 feet;

thence North 89o16’59” West 145.00 feet;

thence North 00o13’41” West 130.67 feet;

thence North 00o06’29” West 50.20 feet;

thence South 89o16’59” East 145.00 feet to the point of beginning.

Situated In Yakima County, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chesterley Meadows Assisted Living Community)

Lot 5 of short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington.

EXCEPT the South 50.2 feet of the East 145 feet thereof.

Situated in Yakima County, State of Washington

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cougar Springs Assisted Living Community, Emeritus at)

Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cougar Springs Memory Care Community, Emeritus at)

Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Courtyard Gardens Assisted Living and Memory Care Community)

A parcel of land lying in and being part of Land Lot 33 of the 7th Land District of Gwinnett County, Georgia, and being more particularly described as follows:

Commencing at the intersection of the Southerly right-of-way line of Riverside Parkway, a 100-foot right-of-way, with the line common to Land Lot 32 and Land Lot 33; thence, on last said line, South 08 degrees 39 minutes 49 seconds West, 1362.61 feet to the point of beginning and a point on a curve, said point having a radial bearing of South 46 degrees 18 minutes 53 seconds East and being on the cul-de-sac of River Centre Place, a 40-foot easement for ingress, egress and utilities; thence, on the line of said cul-de-sac, around and along a curve to the left, said curve having a radius of 45.00 feet and a central angle of 110 degrees 00 minutes 55 seconds, an arc distance of 86.41 feet (South 11 degrees 19 minutes 21 seconds East, 73.73 feet, chord bearing and distance) to a point on said curve; thence, radial to last said curve, South 23 degrees 40 minutes 25 seconds West, 288.11 feet; thence, South 05 degrees 00 minutes 04 seconds, 80.40 feet to the Northerly right-of-way line of State Highway No. 120, a right-of-way of varied width as now established; thence, on said Northerly right-of-way line, South 84 degrees 59 minutes 56 seconds West, 18.12 feet to a point of curvature; thence, continue on said Northerly right-of-way line, around and along a curve to the left, said curve having a radius of 5799.58 feet and a central angle of 00 degrees 12 minutes 58 seconds, an arc distance of 21.88 feet (South 84 degrees 53 minutes 27 seconds West, 21.88 feet, chord bearing and distance) to a point on said curve; thence, North 05 degrees 00 minutes 04 seconds West, 65 feet, more or less, to the centerline of Yellow River; thence, Westerly, Northerly, Easterly by and along said centerline of Yellow River and following the meandering thereof, 1114 feet, more or less to a point which bears North 46 degrees 19 minutes 10 seconds west from the point of beginning; thence, South 46 degrees 19 minutes 10 seconds East, 367 feet, more or less, to the point of beginning.

Said parcel being 5.17 acres (225.205 Square Feet), more or less, in area.

Together with a non-exclusive, perpetual easement for ingress, egress and utilities over and upon the following described lands:

From the above described point of beginning and on the cul-de-sac of River Centre Place, around and along a curve to the right, said curve having radius of 45.00 feet and a central angle of 108 degrees 02 minutes 02 seconds, an arc distance of 84.85 feet (South 82 degrees 17 minutes 52 seconds East, 72.8 feet, chord bearing and distance) to a point of reverse curve; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 55 degrees 26 minutes 18 seconds East, 13.69 feet, chord bearing and distance) to a point of tangency; thence, south 82 degrees 35 minutes 44 seconds East, 353.71 feet to a

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Courtyard Gardens Assisted Living and Memory Care Community)

point of curvature; thence, around and along a curve to the left, said curve having a radius of 100.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 95.33 feet (North 70 degrees 05 minutes 43 seconds East, 91.76 feet, chord bearing and distance) to a point of tangency; thence, North 42 degrees 47 minutes 10 seconds East, 6.47 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 20.00 feet and a central angle of 93 degrees 50 minutes 01 second, an arc distance of 32.75 feet (North 04 degrees 07 minutes 51 seconds) West; 29.21 feet, chord bearing and distance) to a point on the Southwesterly right-of-way line of McKendree Church Road, a 60-foot right-of-way as now established, and a point on a curve, said point having a radial bearing of South 38 degrees 57 minutes 09 seconds West; thence, on said Southwesterly right-of-way line, around and along a curve to the right, said curve having a radius of 424.00 feet and a central angle of 11 degrees 22 minutes 13 seconds, an arc distance of 84.14 feet (South 45 degrees 21 minutes 45 seconds East; 84.00 feet chord bearing and distance) to a point on said curve; thence, around and along a curve the left, said curve having a radius of 20.00 feet and a central angle of 97 degrees 32 minutes 12 seconds, an arc distance of 34.05 feet (North 88 degrees 26 minutes 44 seconds West, 30.08 feet, chord bearing and distance) to a point of tangency; thence South 42 degrees 47 minutes 10 seconds West, 3.88 feet to a point of curvature; thence, around and along a curve to the right, said curve having a radius of 140.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 133.46 feet (South 70 degrees 05 minutes 43 seconds West, 128.46 feet, chord bearing and distance) to a point of tangency; thence, North 82 degrees 35 minutes 44 seconds West, 353.71 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 70 degrees 14 minutes 50 seconds West, 13.69 feet, chord bearing and distance) to a point of reverse curve; thence, around and along curve to the right, said curve having a radius of 45.00 feet and a central angle of 180 degrees 35 minutes 44 seconds, an arc distance of 141.84 feet (North 46 degrees 36 minutes 45 seconds West, 90.00 feet, chord bearing and distance) to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eden Estates, Emeritus at)

Tract 1

Lot 1, Block 1 of Sherwood Gardens, an addition to the City of Bedford, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Page 2693, Plat Records, Tarrant County, Texas.

Tract 2 (Easement Estate)

Those easement rights created in that certain Reciprocal Access Easement Agreement executed by and between Edengardens-Bedford, L.P. and K & K Properties dated September 26, 2002, filed for record November 8, 2002 and recorded in Volume 16127, Page 176, Deed Records, Tarrant County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Emerald Pointe, Emeritus at)

Situated to the County of Iron, State of Utah:

Beginning at a point North 89°25’24” East along the Section line 1358.89 feet and South 00°48’43” East along the 1/16 Section line 1341.29 feet and North 90°00’00” East 49.19 feet from the Northwest corner of Section 22, Township 36 South, Range 11 West. Salt Lake Base and Meridian (said point being on the East R.O.W. line of Regency Road) and running thence North 24°28’10” East along said R.O.W. line 423.96 feet; thence 149.13 feet along the arc of a curve to the right through a central angle of 68°21’18” and radius of 125,00 feet; thence South 87°10’22” East 80.14 feet; thence 25.03 feet along the arc of a curve to the right through a central angle of 95°35’21” and radius of 15.00 feet to the West R.O.W. line of Bentley Boulevard; thence South 08°24’59” West along said R.O.W. line 190.74 feet; thence 245.42 feet along the arc of a curve to the right through a central angle of 30°06’35” and radius of 467.00 feet; thence South 38°31’34” West 191.03 feet; thence departing said R.O.W. line North 51°28’26” West 189.51 feet to the East R.O.W, line of Regency Road; thence Northeasterly along said R.O.W. line a distance of 5.24 feet along the arc a non tangent curve to the right (chord bears North 23°18’16”. East 5.24 feet) through a central angle of 02°00’06” and radius of 150.00 feet to the point of beginning.

Informational Note: Tax Parcel No.: B-1135-0077-0022

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Fisher’s Landing, Emeritus at)

THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS:

PARCEL I

Lot 1 as described in and delineated on that Short Plat recorded July 22, 1999 in Book 3 of Short Plats, Page 300, and under Auditor’s File No. 3132389, records of Clark County, Washington; being a portion of the Northeast quarter of Section 1, Township 1 North, Range 2 East and the Northwest quarter of Section 6, Township 1 North, Range 3 East of the Willamette Meridian, Clark County, Washington.

PARCEL II

The Easement Rights contained within the Declaration of Covenants, Conditions and Restrictions for Fisher’s Landing Towncenter Commercial recorded December 20, 1989 under Auditor’s File No. 8912200128, records of Clark County, Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Fox River Assisted Living & Memory Care Community)

Unit One (1) together with said unit’s undivided interest in the master common elements (and the exclusive use of the limited common elements appurtenant to said unit) all in GEORGETOWNE PLACE Condominium per Condominium Plat as set forth in the Declaration, hereinafter described, being a condominium created under the Condominium Ownership Act of the State of Wisconsin by a “Declaration of Condominium for GEORGETOWNE PLACE Condominium”, recorded in the Office of the Register of Deeds for Outagamie County, Wisconsin, September 25, 1997, as Document No. 1242108, and by First Amendment to Master Declaration recorded on October 6, 1998 as Document No. 1293091 and by Addendum to Master Declaration of Condominium for Georgetowne Place Condominium in the Town of Grand Chute, Outagamie County, Wisconsin dated September 26, 2003 and recorded October 2, 2002 at 1: 00 PM as Document No. 1580056, said Condominium being located in the Town of Grand Chute, County of Outagamie, State of Wisconsin on the real estate described in said Declaration and incorporated herein by this reference thereto.

Together with all appurtenant rights, title and interests, including (without limitation):

a)the undivided percentage interest in all Common Elements as specified of such Unit in the aforementioned Declaration:

b)the right to use of the areas and/or facilities, if any, specified in the aforementioned Declaration as Limited Common Elements for such Unit and

c)membership in the GEORGETOWNE PLACE Owner’s Association, (hereafter the “Owner’s Association”), as provided for in the aforementioned Declaration and in any Articles of Incorporation and/or Bylaws for such Owner’s Association.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY:

Tax Parcel Number: 103-050100

Property Address: 5800 Pennsylvania Ave., Appleton, WI 54914

(Georgian Place)

TRACT A LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 01°55’16” WEST, A DISTANCE OF 51.28 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (85 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 01°55’16” WEST A DISTANCE OF 45.12 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 16°57’05” WEST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 53°10’40” EAST A DISTANCE OF 44.59 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 87°30’17” EAST A DISTANCE OF 570.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 17°43’28” WEST A DISTANCE OF 169.90 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 27°39’55” WEST A DISTANCE OF 497.00 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 04°43’07” EAST A DISTANCE OF 115.17 FEET TO A POINT ON THE NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST, A DISTANCE OF 122.45 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.

SAID TRACT CONTAINING A TOTAL OF 5.899 ACRES OR 256972 SQUARE FEET OF LAND AND SHOWN AS TRACT A.

TRACT B LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 24°12’55” WEST, A DISTANCE OF 29.45 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (67 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 24° 12’55” WEST A DISTANCE OF 200.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 63°30’06” WEST A DISTANCE OF 180.04 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 29°52’20” WEST A DISTANCE OF 390.13 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 49°36’51” EAST A DISTANCE OF 207.75 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 52°12’57” EAST A DISTANCE OF 87.10 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 16°57’05” EAST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 01°55’16” EAST A DISTANCE OF 64.57 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST A DISTANCE OF 12.07 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.

SAID TRACT CONTAINING A TOTAL OF 2.874 ACRES OR 125178 SQUARE FEET OF LAND AND SHOWN AS TRACT B.

TRACT C-2 LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING IN AND BEING IN LAND LOTS 72 AND 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A ONE-HALF INCH REBAR WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE NORTHERLY RIGHT OF WAY OF MILLARD C. FARMER INDUSTRIAL BOULEVARD, THENCE FOLLOWING SAID NORTHERLY RIGHT OF WAY SOUTH 73 DEGREES 47 MINUTES 42” WEST A DISTANCE OF 56.24 FEET TO A POINT.

THENCE NORTH 23 DEGREES 22 MINUTES 14 SECONDS WEST A DISTANCE OF 317.93 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING.

THENCE NORTH 63 DEGREES 22 MINUTES 30 SECONDS EAST AT A DISTANCE OF 844.55 FEET TO A ONE-HALF INCH REBAR.

THENCE NORTH 29 DEGREES 52 MINUTES 20 SECONDS WEST A DISTANCE OF 390.13 FEET TO A ONE-HALF INCH REBAR.

THENCE SOUTH 40 DEGREES 14 MINUTES 11 SECONDS WEST A DISTANCE OF 119.19 FEET TO A ONE-HALF INCH REBAR.

THENCE SOUTH 75 DEGREES 13 MINUTES 51 SECONDS WEST A DISTANCE OF 74.93 FEET TO A POINT.

THENCE NORTH 85 DEGREES 54 MINUTES 45 SECONDS WEST A DISTANCE OF 194.42 FEET TO A THREE-FOURTHS INCH REBAR.

THENCE SOUTH 29 DEGREES 06 MINUTES 01 SECONDS WEST A DISTANCE OF 627.78 FEET TO A POINT.

THENCE SOUTH 05 DEGREES 30 MINUTES 26 SECONDS EAST A DISTANCE OF 72.72 FEET TO A POINT.

THENCE NORTH 89 DEGREES 44 MINUTES 00 SECONDS EAST A DISTANCE OF 81.04 FEET TO THE POINT OF BEGINNING

SAID TRACT CONTAINING A TOTAL OF 6.53 ACRES, 284,356.80 SQ. FT. MORE OR LESS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Grayson View, Emeritus at)

Premises A

All that certain or parcel of land designated as Lot Number 25 on the plan of Subdivision for Grayson View and SITUATE in the Township of Penn, County of Snyder, and Commonwealth of Pennsylvania, more particularly bounded and described as follows:

Beginning at a set iron pin on the Southern right-of-way line of Grayson View Court, said point being the Northeastern corner of Lot Number 26 of said subdivision. Thence along the said Southern right-of-way line of Grayson View Court North 85 degrees 58 minutes 00 seconds East a distance of 132.00 feet to a found iron pin. Thence along Lot Number 24 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 102.00 feet to a set iron pin. Thence along same and along Lot Number 23 of said subdivision North 85 degree 58 minutes 00 seconds East a distance of 184.00 feet to a set iron pin. Thence along Lot Number 22 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 84.40 feet to a found iron pin. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 03 degrees 32 minutes 50 seconds East a distance of 439.18 feet to a found iron pin. Thence along same, North 74 degrees 21 minutes 40 seconds West a distance of 758.65 feet to a found iron pin. Thence along Lot Number 30 of said subdivision, North 06 degrees 28 minutes 40 seconds East a distance 186.91 feet to a set iron pin. Thence along Lot Number 29 and Lot Number 28 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 128.24 feet to a set iron pin; thence along said Lot Number 28 of said subdivision, on an arc concave to the Southeast; having a radius of 77.00 feet, a chord bearing of North 51 degrees 48 minutes 20 seconds East, and a chord distance of 67.38 feet; an arc length of 69.74 feet to a set iron pin. Thence along same, North 04 degrees 02 minutes 00 seconds West a distance of 46.56 feet to a found cap pin. Thence along Lot Number 27 and Lot Number 26 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 184.00 feet to a found cap pin. Thence along said Lot Number 26, North 04 degrees 02 minutes 00 seconds West a distance of 102.00 feet to the place of beginning.

County Tax Assessment Map Parcel Number 13-8-224-25

Being all of Lot Number 25 as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc dated January 20, 1999, as Last Revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.

PREMISES (B)

ALL THAT CERTAIN lot or parcel of land designated as Lot Number 30 on the plan of subdivision for Grayson view and SITUATE in the Township of Penn, County of Snyder, and commonwealth of Pennsylvania, more particularly bounded and described as follows:

COMMENCING at a point on the Southwestern right-of-way line of State Route 1011 (SR1011), known as Salem Road, said point being located at a distance of 88.00 feet, more

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Grayson View, Emeritus at)

or less, as measured in a Northwesterly direction along the Southwestern right-of-way line of SR1011 from the projection of the centerline of Township Road 450 (T-450), known as Sunset Drive; thence South 03 degrees 26 minutes 00 seconds East a distance of 72.77 feet to a found iron pin; thence along lands owned now or formerly by Penn Township, and other lands now or formerly of Penn Township, South 85 degrees 58 minutes 00 seconds West a distance of 968.09 feet to a found iron pin; thence along said lands now or formerly of Penn Township South 85 degrees 55 minutes 00 seconds West a distance of 342.05 feet to a found iron pin, being the true point of beginning. Thence along Lot Number 1 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 143.90 feet to a point, a corner; thence along same, on an arc concave to the North; having a radius 75.00 feet, a chord bearing of North 75 degrees 34 minutes 40 seconds East, and a chord distance of 27.05 feet; an arc length of 27.20 feet to a point on the Westernmost terminus of the right-of-way line of Grayson View Court, on an arc concave to the East; having a radius of 60.00 feet, a chord bearing of South 07 degrees 12 minutes 20 seconds East, and a chord distance of 51.44 feet; an arc length of 53.16 feet to a point, a corner; thence along Lot Number 29 of said subdivision, on an arc concave to the North; having a radius of 125.0 feet, a chord bearing of South 79 degrees 09 minutes 10 seconds West, and a chord distance of 29.66 feet; an arc length of 29.73 feet to a point, a corner. Thence along same, South 85 degrees 58 minutes 00 seconds West a distance of 28.18 feet to a found iron pin. Thence along same, South 04 degrees 02 minutes 00 seconds East a distance of 144.20 feet to a set iron pin. Thence along Lot Number 25 of said subdivision, South 06 degrees 28 minutes 40 seconds West a distance of 186.91 feet to A 1 inch Pipe found. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 21 degrees 06 minutes 50 seconds West, a total distance of 894.88 feet to a set monument in the centerline of a railroad right-of-way. Thence in the centerline of said railroad right-of-way, along land now or formerly of Henry L. Chiarkas and Alma R. Chiarkas, Trustees, on an arc concave to the Northeast; having a radius of 1350.00 feet, a chord bearing of North 38 degrees 01 minutes 40 seconds West, and a chord distance of 276.89 feet; an arc length of 277.38 feet to a point. Thence in and along same and along land now or formerly of Susquehanna Adventures, Inc., on an arc concave to the Northeast; having a radius of 1122.50 feet, a chord bearing of North 17 degrees 30 minutes 50 seconds West and a chord distance of 567.00 feet; an arc length of 573.21 feet to a set monument. Thence continuing in the centerline of said railroad right-of-way and along said land now or formerly of Susquehanna Adventures, Inc., North 02 degrees 53 minutes 00 seconds West a distance of 437.33 feet to a point. Thence in and along same, on an arc concave to the West; having a radius of 1100.00 feet, a chord bearing of North 05 degrees 50 minutes 00 seconds West, and a chord distance of 113.19 feet; an arc length of 113.24 feet to a point. Thence along land now or formerly of the Stauffer family limited partnership and along land and now or formerly of Penn Township, North 85 degrees 55 minutes 00 seconds East a distance of 724.31 feet to the place of beginning.

Being all of Lot Number 30 as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; Sons, Inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; Sons Inc. dated January 20, 1999, as last revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.

County Tax Assessment Map Parcel Number 13-08-270

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Grayson View, Emeritus at)

Being the same premises which Stayton Assisted Living LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Document No. Deed Book 885 page268 conveyed unto BRE/SW Grayson View LLC, in fee.

Being the same premises which Draudt’s Selinsgrove,LLC LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 334 conveyed unto BRE/SW Grayson View LLC, in fee.

Being the same premises which Flaxel’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 417 conveyed unto BRE/SW Grayson View LLC, in fee.

Being the same premises which R. Beaty’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 490 conveyed unto BRE/SW Grayson View LLC, in fee.

Being the same premises which Witsll’s Selinsgrove,LLC by Deed dated 08/05/2010 and recorded 01/20/2011 in Snyder County as Deed Book 885 page 579 conveyed unto BRE/SW Grayson View LLC, in fee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hawthorne Inn at Greenville Assisted Living Community)

ALL that certain lot of land situate, lying and being on the eastern side of Hawthorne Park Court in Greenville County, South Carolina, containing approximately 3.008 acres and shown as Lot 3 on a plat of survey entitled “Subdivision Plat of Hawthorne Park,” prepared by Fant Engineering & Surveying Co., Inc., dated June 3, 1998 and recorded in the Greenville County Records in Plat Book 37-W at Page 48. Reference is made to said survey, which is incorporated herein by reference, for a metes-and-bounds description of the premises.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Heritage Place Senior Living Community)

A tract of land lying in and being part of the North Half (N/2) of the Northwest Quarter (NW/4) of Section 27, Township 17 North, Range 22 East of the Indian Meridian, Cherokee County, Oklahoma; said tract being more particularly described as follows:

COMMENCING at a Brass cap found for the Northwest corner of said NW/4; Thence (South 661.55 feet (D)), S 02°04’05” E on the West line of said NW/4, a distance of 663.52 feet (F) to a point on said West line; Thence (East 820.54 (D)), N 87°55’55” E perpendicular to said West line, a distance of 820.41 feet (F) to a 3/8” iron rod with cap found for the Northwest corner, said corner being the POINT OF BEGINNING; Thence (N 89°54’24” E 684.7 feet (D)), N 88°07’54” E a distance of 684.90 feet (F) to a 3/8” iron rod with cap found for the Northeast corner; Thence (S 0°15’02” E 330.0 feet (D)), S 02°02’56” E a distance of 329.95 feet (F) to a 3/8” iron rod with cap found for the Southeast corner; Thence (S 89°54’24” W 635.68 feet (D)), S 88°06’14” W a distance of 635.78 feet (F) to a 3/8” iron rod with cap found for the Southwest corner, said corner being a point of curvature; Thence on a curve to the left having a radius of (5229.94 feet, arc length of 66.46 feet, chord bearing N 8°24’18” W, chord length 66.45 feet (D)), 5229.94 feet, an arc length of 66.73 feet with a chord bearing of N 10°21’02” W and a chord length of 66.73 feet (F) to a point; Thence (N 8°46’08” W 267.31 feet (D)), N 10°32’38” W a distance of 267.31 feet (F) to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lakeside Assisted Living Community)

Lot 6. SANTIAM STATION, in the City of Stayton, Marion County, Oregon.

Excepting therefrom the following described parcel:

Beginning at the SE corner of said Lot 6, thence North 90° 00’ 00” West along the South line of said Lot 6, a distance of 7.00 feet, thence North 03° 01’ 31” East, a distance of 132.63 feet; thence South 00° 00’ 00” West, a distance of 132.44 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lakeside Assisted Living Community and Cottages)

The Land referred to in this policy is described as follows:

Lot 9, SANTIAM STATION SUBDIVISION, City of Stayton, Marion County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Legacy Crossing, Emeritus at)

4.      The Land referred to in this policy is described as follows:

A tract or parcel of land located on U.S. Highway 96 East and being situated within the 9th Civil District of Williamson County, Tennessee described according to a survey by Frank V. Neeley, RLS #1493, Briggs Engineering Company Inc., 9000 Church Street E, Brentwood, Tennessee 37027, dated May 4, 2000, as follows:

Beginning at an iron pin located in the southerly Margin of state Highway 96, said pin being at the northwest corner of the property conveyed to Raj Kaushal, Dinesh Gupta, Bill Walia and Gopi Akkinnenj, of record in Deed Book 1661, page 685, of the Register’s Office of Williamson County, Tennessee:

Thence, leaving the southerly margin of State Highway 98 with the westerly margin of the Kaushal, Gupta, Walia and Akkinnenj property, South 06°24’06” West passing an iron in located at the northwest corner of Maplewood, Section Five, Subdivision of record in Plat Book 9, page 147, of the Register’s Office of Williamson County Tennessee, at 485.84 feet, a total distance of 754.74 feet to an iron pin;

Thence, with the northerly margin of Maplewood, Section Five, Subdivision, North 82°07’54” West, 343.51 feet to an iron pin;

Thence, with the easterly margin of Maplewood, Section Four, Subdivision of record in Plat Book 10, page 39, of the Register’s Office of Williamson County, Tennessee, North 06°49’14” East, 203.81 feet to an iron Pin;

Thence, continuing with the northerly margin of Maplewood, Section Four, Subdivision, North 83°12’35” West, 49.93 feet to an iron pin located at the southeast corner of the property conveyed to the Lurtheran Church of St. Andrew, of record in Deed Book 884, page 84, of the Register’s Office of Williamson County, Tennessee;

Thence, leaving the northerly margin of said Maplewood, Section Four, Subdivision, with the easterly margin of the Lutheran Church of St. Andrew property, North 06°49’14” East, 535.31 feet to an iron pin;

Thence, continuing along the east margin of the Lutheran Church of St. Andrew property, along a curve to the left having a central angle of 86°02’48”, a radius of 25.00 feet and a chord bearing North 36° 12’ 11”

West, 34.11 feet, a total distance of 37.55 feet to an iron pin in the southerly margin of State Highway 96;

Thence, with the southerly margin of State Highway 96 along a curve with a central angle of 02°53’09”, a radius of 4,631.70 feet and a chord bearing of South 80°14’26” East, 233.26 feet a total distance of 233.28 feet to a Tennessee Department of Transportation concrete right-of-way monument;

Thence, South 81o41’00” East, 95.04 feet to an iron rod located near a disturbed Tennessee Department of Transportation concrete right-of-way monument;

Thence, South 82°22’45” East, 83.20 feet to the Point of Beginning.

Being the same property conveyed to BRE/SW Legacy Crossing LLC, a Delaware limited liability company, by Deeds recorded in Book 5122, page 799, Book 5122, page 854, Book 5122, page 914 and Book 5123, page 1, all in the Register’s Office of Williamson County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lexington Gardens Assisted Living Community)

Real property in the City of West Columbia, County of Lexington, State of South Carolina, described as follows:

All that certain piece, parcel, or tract of land [ILLEGIBLE], lying and being in the City of West Columbia, in the County of Lexington, State of South Carolina, and being more particularly shown and [ILLEGIBLE] on as ALTA/ACSM LAND TITLE SURVEY PREPARED FOR LEXINGTON GARDENS, L.L.C., MATRIX HEALTH CARE DEVELOPMENT, INC., HELLER FINANCIAL, INC., COLONIAL BANK, CHICAGO TITLE INSURANCE COMPANY, INC, by Site Consultants, Inc. dated May 2, 1997, has revised June 2, 1997, and according to said plat having the following boundaries and measurements, to will:

Commencing at an iron at the intersection of McSwain Drive (Frontage Road) and Spin off of Robin Crest Drive (S-32-1586) being the point of Beginning, thence running along said right-of-way of the Spin off of Robin Crest Drive (S-32-1586) N 89°39’07” E for 46.21’ to an iron; thence turning and running along property now or formerly of Charles and Brenda Pound S 17°31’43” E for 135.65’ to an iron; thence turning and running along property now or formerly of Joe E. Perry S 17°14’06” E for 99.91’ to an iron; thence turning and running along property now or formerly of Corley S 17°41’47” E for 99.90’ to an iron; thence turning and running along property now or formerly of Hicks S 17°29’39” E for 99.99’ to an iron; thence running along property now or formerly of J.R. Strickland S 17°25’19” E for 38.95’ to an iron; thence turning and running along property now or formerly of Ester S. Walker the following bearing and distances; S 59°15’46” W for 69.37’ to an iron, S 59°20’24” W for 39.93’ to an iron; thence turning and running along property now or formerly of Ronald F. Johnson the following bearings and distances; N 30°43’05” W for 64.26’ to an iron, N 66°34’10” W for 243.93’ to an iron; thence turning and running along McSwain Drive (Frontage Road) N 27°18’33” E for 16.99’ to a concrete right-of-way measurement; thence continuing along said right-of-way [ILLEGIBLE] N 26°44’02” E for 191.38’ to an iron being the point of beginning. Said property having an area of 2.11 acres (91.807 SQ. FT.).

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Village, Emeritus at)

(Manchester House)

Block Seven (7), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Manor House, Emeritus at)

A piece of land lying in the Northeast quarter and Southeast quarter of Section 1, Township 27 South, Range 6 West, Willamette Meridian, Douglas County, Oregon, and being more particularly described as follows:

Beginning at a 5/8 inch iron rod at the Southwest corner of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence South 0° 00’ 35” West 508.44 feet to a 5/8 inch iron rod on the Northerly right of way of Edenbower Blvd.; thence South 89° 28’ 48” East 348.85 feet along said right of way to a 5/8 inch iron rod; thence North 75° 35” 18’ East 41.10 feet to a 5/8" inch iron rod on the Westerly right of way line of the S.P. Railroad; thence along the Westerly right of way of the S.P. Railroad and the Westerly line of Hooker Road respectively North 5° 25’ 25” East 160.95 feet to a 5/8 inch iron rod; North 0° 27’ 20” West 198.63 feet to a 5/8 inch iron rod and North 0° 27’20” West 120.00 feet to a 5/8 inch iron rod on the Southerly boundary of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence leaving said right of way lines North 89° 55’ 00” West 400.97 feet to the place of beginning.

Together with that portion of Hooker Road right of way which inured to said premises by vacation thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Meadowlark Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SISKIYOU, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

All that real property situate in the County of Siskiyou, State of California, described as follows:

Parcel A:

Parcel 1 as shown on the map entitled “Parcel Map for Parley and Katherine Hamblin”, located in the Newton Addition in the City of Yreka in a portion of the South half of Section 27, Township 45 North, Range 7 West, M.D.M., flied for record in the Siskiyou County Recorder’s Office February 28, 1992 in Parcel Map Book 11, Page 63.

Also, all that portion of land in Section 27, Township 45 North, Range 7 West, M.D.M., State of California, State of California, described as follows:

That certain strip of land lying southerly of the South right-of-way line of Bruce Street and westerly of the East boundary line of Rolling Ranch Subdivision, as both said street and boundary line are shown on that certain map recorded July 31, 1978 in Town Map Book 6, page 69 of Official Siskiyou County Records; and bounded on the South and Southwest by the North line of Parcel 4B, as shown on the Parcel Map for Rhine Realty Inc., recorded January 13, 1978 in Parcel Map Book 5, Page 117 of Official Siskiyou County Records.

Excepting therefrom all that portion of the above described land lying easterly of the East line of Parcel 1 prolonged northerly to the South line of Bruce Street, said line shown on Parcel Map filed February 28, 1992, in Parcel Map Book 11, page 63 with the South line of Bruce Street referred to herein disclosed on Map of Rolling Ranch Subdivision filed July 31, 1978 in Town Map Book 6, page 68.

Parcel B:

Together with an easement for ingress, egress and public utilities as shown on said Parcel Map Book 11, page 63.

Parcel C:

Also together with an easement for the installation, maintenance, repair, and replacement of an underground sanitary sewer pipeline over the westerly 64 feet of the northerly 14 feet of Parcel 2 of that certain map entitled “Parcel Map for Parley & Katherine Hamblin”, recorded February 28, 1992 in Book 11 of Parcel Maps at page 63 in the office of the Siskiyou County Recorder.

APN: 061-331-150, 061-341-170

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Monroe House Assisted Living Community)

All that certain lot or parcel of land, lying and being in Loudoun County, Virginia, with the appurtenances thereto, being Unit No. 2 of Phase 2, of COMMUNITY VILLAGE AT STERLING CONDOMINIUM, which unit is more specifically designated and described in the Declaration for Community Village at Sterling Condominium in Deed Book 1729 at page 855, as amended and restated in Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781 at page 910 among the land records of the County of Loudoun, Virginia (the “Declaration”).

TOGETHER WITH those certain non-exclusive Cross-Easement for Use of Common Facilities for access, driveways and parking as contained in paragraph 4.4 for the Declaration for Community Village at Sterling Condominium recorded in Deed Book 1729, page 855, as amended by Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781, page 910.

TOGETHER WITH the non-exclusive easements set forth within the Reciprocal Easement Agreement recorded in Deed Book 1808, page 781.

BEING the same real estate conveyed to BRE/SW Monroe House LLC, a Delaware limited liability company by the the following deeds dated August 5, 2010, recorded August 20, 2010:

Instrument Nos. 20100818-0049010; 20100818-0049012; 20100818-0049013; 20100818-0049014; 20100818-0049015; 20100818-0049016; 20100818-0049017; 20100818-0049018; 20100818-0049019; 20100818-0049020; 20100818-0049021; 20100818-0049022; 20100818-0049023; 20100818-0049024; 20100818-0049025; 20100818-0049026.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Northridge Place, Emeritus at)

A tract of land being Lot 2, Block 1, Northridge Retirement Subdivision, a subdivision being part of the East half of the Northeast 1/4 of Section 27, Township 9 North, Range 16 West of the 6th P.M. Buffalo County, Nebraska, EXCEPT HOWEVER that part of Lot 2 being more particularly described as follows: Referring to the Southeast corner of Lot 1, Northridge Retirement Subdivision and assuming the East line of Lot 1 and Lot 2 of said Northridge Retirement Subdivision as bearing South and all bearings contained herein are relative thereto; thence South on the East line of said Lot 2 a distance of 25.00 feet; thence S 89° 33’02”W and parallel with the North line of said Lot 1 a distance of 568.99 feet; thence North on a line being 17.29 feet westerly of as measured at right angles from the West line of said Lot 1 a distance of 459.49 feet to a point on the North line of said Lot 2; thence N 89° 33’08”E and on the North line of said Lot 2 a distance of 17.29 feet to the Northwest corner of said Lot 1; thence South on the West line of said Lot 1 a distance of 434.43 feet to the Southwest corner of said Lot 1 thence N 89° 33’08”E and on the South line of said Lot 1 a distance of 551.61 feet to the place of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oak Tree Village, Emeritus at)

Tracts of land in Fractional Section 33, Township 47 North, Range 4 East, in St. Charles County, Missouri, bounded on the North by the South line of Gailwood Estates, a subdivision recorded in Plat Book 32, page 159 of the St. Charles County Recorder’s Office and the South line of a tract of land now or formerly of Rachel Hayden Hackman and Cathy Butler by deed recorded in Bock 2120, page 181 of the St. Charles County Recorder’s Office. East by the West line of Cave Springs Estates Plat 4, a subdivision recorded in Book 20, pages 74, 75 and 76 of the St. Charles County Recorder’s Office, South by the North line of Tiemann lane, 50 feet wide, and North line of property now or formerly of Thomas Boschert, Trustee of the Ethel Patterson Edwards Irrevocable trust by deed recorded in Book 1423, page 991 of the St. Charles County Recorder’s Office, West by the East line of Jungerrnann Road, 80 feet wide; the property being more particularly described as follows:

Beginning at a point in the Western line of aforementioned Cave Springs Estates Plat 4, South 0 degrees 54’ 40” East, 133.00 feet from a found iron pipe at the Northwestern corner of Lot 265 of said subdivision, said beginning point being the Southeastern corner of aforementioned Rachel Hayden Hackman and Cathy Butler tract; thence along said Western line, South 0 degrees 54’ 40” East 367.00 feet to a found iron pipe; thence continuing along said Western line, South 14 degrees 29’ 15” West, 364.30 feet to a found iron pipe, at the Northeastern corner of aforementioned Thomas Boschert Tract; thence along the Northern line of said Boschert tract, South 89 degrees 51’ 15” West, 337.89 feet to a found rebar at the Northwestern corner of said tract; thence along the Western line of said tract, South I degree 24’ 07” East, 149.99 feet to the Southwestern corner of said tract; thence along the Northern line of Tiemann Lanes, 50 feet wide; South 89 degrees 55’ 50’ West 265.67 feet to a found rebar; thence along the. Eastern line of Jungerrnann Road, 80 feet wide, North 0 degrees 32’ 25” East, 809.14 feet to a point of curve, thence Northwardly along an are of a curve to the left, having a radius of 2,011.54 feet, a distance of 184.85 feet, having a chord of North 2 degrees 05’ 32” West, 184.78 feet, to a found rebar with a Cap LS2231; thence along the Southern line of aforementioned Gailwood Estates North 89 degrees 09’ 29” East, 482.27 feet to the Northwest corner of aforementioned Hackmann/Butler Tract; thence along the Western line of said tract, South 0 degrees 54’ 40” East, 133.00 feet to the Southwestern corner of said tract; thence along the Southern line of said tract North 89 degrees 09’ 29” East, 200.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

Parcel No. 1:

That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

(Basis of bearing is North 89 degrees 18 minutes 00 seconds East, as per Park East Subdivision as recorded in Book 10 of Maps, page 32 on file in the Office of the Yavapai County Recorder and defined by a found GLO brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision)

COMMENCING at a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision, from whence a found GLO brass cap at the North one-quarter corner of said Section 3 bears South 89 degrees 18 minutes 00 seconds West, 717.49 feet;

THENCE South 42 degrees 20 minutes 38 seconds East, along the Southwesterly line of said Park East Subdivision, 853.33 feet to a found 3/8 inch rebar at the most Southerly corner of said Park East Subdivision, said point also being the TRUE POINT OF BEGINNING;

THENCE South 02 degrees 04 minutes 46 seconds West, 931.25 feet to a found 1/2 inch rebar at the Northeast corner of The Knoll Subdivision as recorded In Book 19 of Maps, page 87 on file in the Office of the Yavapai County Recorder;

THENCE South 38 degrees 19 minutes 01 seconds West, along the Northwesterly line of Lot 1 of said The Knoll Subdivision, 190.71 feet;

THENCE South 30 degrees 01 minutes 01 seconds West, along the Westerly line of said The Knoll Subdivision, 129.35 feet to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, as recorded in Book 12 of Land Surveys, page 74, on file in the Office of the Yavapai County Recorder, said point also being the Southerly corner of a roadway and utility easement granted to the City of Prescott as recorded in Book 1045 of Official Records, page 195-196 on file in the Office of the Yavapai County Recorder, and a point of cusp at the beginning of a tangent curve of 109.00 foot radius, concave Southwesterly and having a radial bearing of North 59 degrees 58 minutes 59 seconds West;

THENCE Northwesterly, along said curve, through a central angle of 67 degrees 11 minutes 35 seconds, a distance of 127.83 feet to the Northwesterly corner of said roadway and utility easement;

THENCE South 77 degrees 02 minutes 59 seconds East, along the North line of said roadway and utility easement, 41.37 feet;

THENCE North 38 degrees 19 minutes 01 seconds East, 203.18 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);

THENCE North 02 degrees 04 minutes 46 seconds East, 241.58 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941), said point being an angle point in the Northerly line of Parcel

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Peridot Assisted Living Community, The)

1, as recorded in Book 250 of Official Records, page 388 on file to the Office of the Yavapai County Recorder;

THENCE North 19 degrees 12 minutes 29 seconds West, along said Northerly line, 248.15 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);

THENCE North 44 degrees 17 minutes 08 seconds West, along said Northerly line, 226.83 feet to a found 1/2 inch rebar (R.L.S. Cap No 13941);

THENCE North 82 degrees 49 minutes 14 seconds West, along said Northerly line, 361.56 feet to a found 1/2 inch rebar;

THENCE North 89 degrees 31 minutes 53 seconds West, along said Northerly line, 187.58 feet to a found 1/2 inch rebar;

THENCE South 65 degrees 36 minutes 28 seconds West, along said Northerly line, 117.34 feet to a found 1/2 inch rebar and to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, recorded in Book 12 of Land Surveys, page 73 on file in the Office of the Yavapai County Recorder;

THENCE North 02 degrees 18 minutes 18 seconds East, along said Easterly right-of-way, 7.57 feet to a found 1/2 inch rebar (R.L.S. Cap No. 22776) and to a Westerly deflection of said right-of-way;

THENCE North 73 degrees 35 minutes 49 seconds West, along said right-of-way, 122.60 feet, to a Northwesterly defection of said right-of-way;

THENCE North 36 degrees 10 minutes 07 seconds East, 158.80 feet;

THENCE North 71 degrees 50 minutes 00 seconds East, 232.08 feet;

THENCE North 90 degrees 00 minutes 00 seconds East, 125.75 feet;

THENCE North 34 degrees 16 minutes 12 seconds East, 169.83 feet;

THENCE North 71 degrees 50 minutes 00 seconds East, 194.97 feet;

THENCE South 64 degrees 55 minutes 32 seconds East, 374.11 feet to the TRUE POINT OF BEGINNING.

Parcel No. 2:

The easement rights benefiting the above-described property as set forth in that certain Declaration of Easement dated April 5, 2001 recorded in Book 3828 of Official Records, page 134 on file in the Office of the Yavapai County Recorder, which such easement parcel is more particularly described as follows:

That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Peridot Assisted Living Community, The)

COMMENCING at the North one-quarter corner of said Section 3, a G.L.O. brass cap, (the basis of bearings for this description in North 89 degrees 18 minutes 00 seconds East, per Park East Subdivision as recorded In Book 10 of Maps, page 32, on file in the Office of the Yavapai County Recorder, as define by a found G.L.O. brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision);

THENCE South 21 degrees 05 minutes 07 seconds East, 972.38 feet to the most Southwesterly corner of the lands of The Haviland at Prescott, L.L.C., as described In instrument recorded in Book 3650 of Official Records, page 696, on file in the Office of the Yavapai County Recorder, being the TRUE POINT OF BEGINNING;

THENCE North 65 degrees 36 minutes 28 seconds East, 117.34 feet;

THENCE South 89 degrees 31 minutes 53 seconds East, 187.58 feet;

THENCE South 82 degrees 49 minutes 14 seconds East, 361.56 feet to the Northwest corner of Lot 5, Bradshaw Heights Subdivision;

THENCE South 06 degrees 12 minutes 54 seconds West, 62.83 feet to a point on the West line of said Lot 5;

THENCE North 54 degrees 57 minutes 34 seconds West, 11.12 feet;

THENCE North 57 degrees 15 minutes 28 seconds West, 61.29 feet;

THENCE South 85 degrees 10 minutes 34 seconds West, 41.31 feet;

THENCE South 88 degrees 04 minutes 41 seconds West, 40.43 feet;

THENCE North 84 degrees 19 minutes 59 seconds West, 52.29 feet;

THENCE South 80 degrees 56 minutes 57 seconds West, 43.33 feet;

THENCE North 63 degrees 11 minutes 43 seconds West, 28.04 feet;

THENCE North 77 degrees 06 minutes 42 seconds West, 64.94 feet;

THENCE South 89 degrees 51 minutes 37 seconds West, 53.78 feet;

THENCE South 87 degrees 36 minutes 48 seconds West, 42.37 feet;

THENCE South 39 degrees 00 minutes 33 seconds West, 24.35 feet;

THENCE North 80 degrees 04 minutes 11 seconds West, 42.68 feet;

THENCE South 79 degrees 02 minutes 50 seconds West, 42.72 feet;

THENCE North 86 degrees 21 minutes 20 seconds West, 33.81 feet;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

THENCE North 61 degrees 13 minutes 48 seconds West, 35.44 feet;

THENCE South 68 degrees 38 minutes 56 seconds West, 66.40 feet to a point on the East right-of-way of Bradshaw Drive;

THENCE North 02 degrees 18 minutes 18 seconds East, along said right-of-way, 27.10 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel Number. 110-04-141G

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Remington House Assisted Living)

LAND LYING AND BEING IN THE 13TH CIVIL DISTRICT OF SULLIVAN COUNTY, TENNESSEE, AND FURTHER DESCRIBED AS FOLLOWS:

BEGINNING AT AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD, CORNER OF ARTHUR CASTEEL PROPERTY; THENCE N. 40 DEGREES 13 MINUTES 05 SECONDS W., 328.30 FEET TO A POST, CORNER FOR CASTEEL AND KING; THENCE N. 39 DEGREES 48 MINUTES 10 SECONDS W., 324.83 FEET TO AN IRON PIN, CORNER OF KING IN THE LINE OF SULLIVAN COUNTY BOARD OF EDUCATION PROPERTY; THENCE N. 41 DEGREES 43 MINUTES 16 SECONDS E., 649.07 FEET TO AN IRON PIN; THENCE S. 39 DEGREES 55 MINUTES 17 SECONDS E. 687.59 FEET TO AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD; THENCE S. 42 DEGREES 49 MINUTE 49 SECONDS W., 486.97 FEET TO A POINT; THENCE S. 45 DEGREES 36 MINUTES 47 SECONDS W., 96.82 FEET TO A POINT; THENCE S. 58 DEGREES 29 MINUTES 58 SECONDS W., 62.22 FEET TO THE POINT OF BEGINNING, CONTAINING 10.02 ACRES, MORE OR LESS.

LESS AND EXCEPTED TO THE FOLLOWING PARCEL CONVEYED TO THE STATE OF TENNESSEE, DEPARTMENT OF TRANSPORTATION, BY DEED DATED THE 5TH DAY OF SEPTEMBER, 1991, OF RECORD IN THE REGISTER’S OFFICE FOR SULLIVAN COUNTY, TENNESSEE AT BLOUNTVILLE IN BOOK 803C AT PAGE 60; BEGINNING AT A RIGHT OF WAY MARKER ON THE NORTHWEST PROPOSED UNCONTROLLED RIGHT OF WAY LINE, SAID MARKER LOCATED 35 FEET LEFT OF CENTERLINE STATION 75+57.04; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY LINE NORTH 34 DEGREES 28 MINUTES EAST 147.29 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 77+07.04; THENCE NORTH 36 DEGREES 52 MINUTES EAST 200.20 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 79+07.24; THENCE NORTH 39 DEGREES 48 MINUTES EAST 215.19 FEET TO A POINT ON THE COMMON PROPERTY LINE BETWEEN MARK COX AND THE ORGIE DUNCAN OWENS; THENCE WITH THE SAID PROPERTY LINE SOUTH 45 DEGREES 47 MINUTES 23 SECONDS EAST 30.22 FEET TO A POINT ON THE EXISTING NORTHWEST RIGHT OF WAY LINE OF ROCK SPRINGS ROAD; THENCE WITH THE SAID EXISTING RIGHT OF WAY LINE SOUTH 37 DEGREES 11 MINUTES WEST 323.59 FEET TO A TURN; THENCE SOUTH 37 DEGREES 12 MINUTES WEST 217.86 FEET TO A TURN; THENCE SOUTH 42 DEGREES 26 MINUTES WEST 49.98 FEET TO A TURN; THENCE SOUTH 52 DEGREES 14 MINUTES WEST 52.90 FEET TO A CORNER COMMON TO ARTHUR CASTEEL; THENCE WITH THE CASTEEL PROPERTY LINE NORTH 46 DEGREES 36 MINUTES WEST 32.24 FEET TO A POINT ON THE NORTHEAST PROPOSED UNCONTROLLED RIGHT OF WAY LINE; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY LINE NORTH 49 DEGREES 57 MINUTES EAST 83.01 FEET TO THE POINT OF BEGINNING, CONTAINING 0.537 ACRES, MORE OR LESS. THE ENTIRE DESCRIPTION OF BOTH PARCELS IS BASED UPON DESCRIPTIONS IN PRIOR DEEDS AND RECORDED INSTRUMENTS.

Being the same property conveyed to BRE/SW Remington House LLC, a Delaware limited liability company, by deeds recorded in Book 2901C, page 145 and Book 2901C, page 197, Register’s Office of Sullivan County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(River Valley, Emeritus at)

The Land referred to in this policy is described as follows:

A tract of land In the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the City of Tualatin, County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at the Southwest corner of said Section 19, being marked by a brass disc; thence North 1°49’54” East along the West line of said Section 19, a distance of 2,183.71 feet; thence South 88°10’06” East at 90° to said West line, a distance of 20.00 feet to a point in the East right-of-way line of Meridian Road (S.W. 65th Ave. or County Road No. 591) and the point of beginning of the tract herein to be described, said point being marked by a 5/8-inch iron rod set by Caswell (P.L.S. No. 737), said point also marking the Southwest corner of the Jess Roe Property as recorded on P.S. No. 22182 in Clackamas County Survey Records; thence from said point of beginning South 87°31’29” East along the South line of said Roe Property, 580.00 feet; thence South 2°35’50” West, 434.15 feet; thence South 80°00’00” West, 274.43 feet to a point of curve to the right having a radius of 368.00 feet; thence along said curve through a central angle of 25°56’50” (said curve subtended by a chord which bears North 87°01’35” West, 185.23 feet) an arc length of 166.85 feet; thence North 74°03’10” West, 62.08 feet to a point of curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 76°47’50” (said curve subtended by a chord which bears North 36°39’15” West, 6.21 feet), an arc length of 6.70 feet to a point of reverse curve to the left having a radius of 157.00 feet; thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears North 42°42’43” West, 223.79 feet), an arc length of 249.12 feet to a point of reverse curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 90°00’00” (said curve subtended by a chord which bears North 43°10’06” West, 7.07 feet), an are length of 7.85 feet; thence North 88°10’06” West, 14.39 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 310.16 feet to the point of beginning.

SAVE AND EXCEPT that tract of land described in Deed to Clackamas County recorded January 28, 2004 as Recorder’s Fee No. 2004-008234.

TOGETHER WITH an ingress and egress easement described as follows:

A strip of land for ingress and egress purposes over and along Meridian Park Hospital Access Road situated in the Southwest quarter of Section 19, Township 2 South. Range 1 East of the Willametle Meridian, In the County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at a brass disc marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said Section, a distance of 1,836.55 feet; thence South 88°10’08” East, 20.00 feet to point of beginning of the tract herein to be described, said point of beginning being at the intersection of the centerline of the Meridian Park Hospital Access Road with the East right-of-way line of Meridian Road (S.W. 65th Avenue or County Road No. 591); thence from said point of beginning North 1°49’54” East along said right-of-way 21.22 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’31” (said curve subtended by a chord which bears South 82°44’20” East, 21.47 feet), an arc length of 22.19 feet to a point of reverse curve to the right having a radius of 137.00 feet, thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears South 42°42’43” East. 195.28 feet), an arc length of 217.38 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 76°47’51” (said curve subtended by a chord which bears South 35°39’15” East, 31.06 feet), an arc length of 33.51 feet; thence South 74°03’10” East, 62.08 feet to a point of curve to the left having a radius of 388.00 feet; thence along said curve through a central angle of 19°16’27” (said curve subtended by a chord which bears South 83°41’21” East, 129.91 feet), an arc length of 130.52 feet; thence along a radial line North 3°19’37” West, 20.00 feet to a point in the South line of a tract of land leased to the Assisted Living Community and a point on a curve to the left having a radius of 368.00 feet; thence along said arc through a central angle of 8°40’23” (said curve subtended by a chord which bears North 83°20’04” East, 42.84 feet), an arc length of 42.86 feet; thence departing said lease line and crossing said Access Road at right angles South 10°00’00” East, 44.00 feet to a point of curve to the right having a radius of 412.00 feet; thence along said curve through a central angle of

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(River Valley, Emeritus at)

25°58’50” (said curve subtended by a chord which bears North 87°01’35” West, 184.99 feet, an arc length of 186.58 feet; thence North 74°03’10” West, 61.22 feet to a point of curve to the left having a radius of 25.00 feet (said curve subtended by a chord which bears South 64°37’00” West, 33.02 feet), an arc length of 38.07 feet; thence North 66°42’50” West, 24.00 feet; thence North 23°17’10” East, 16.44 feet to a point of curve to the left having a radius of 113.00 feet; thence along said curve through a central angle of 111°27’16” (said curve subtended by a chord which bears North 32°26’28” West, 108.76 feet), an arc length of 219.81 feet to a point of compound curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’30” (said curve subtended by a chord which bears South 66°24’09” West, 21.47 feet), an arc length of 22.19 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 21.22 feet to the point of beginning.

SAVE AND EXCEPT that tract described in Deed to County of Clackamas recorded January 28, 2004 as Recorder’s Fee No. 2004-006234.

ALSO TOGETHER WITH an ingress end egress easement described as follows:

A strip of land for ingress and egress purposes which lies between and is contiguous with an ingress-egress easement over and along Meridian Park Hospital Access Road and a tract of land leased to the Assisted Living Community, said strip of land being situated in the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at a brass disk marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said section, a distance of 1709.37 feet; thence at right angles South 88°10’06” East, 176.37 feet to a point of compound curve on said Access Road easement; thence along said easement on a curve to the left having a radius of 137.00 feet, through a central angle of 20°5’28” (said curve subtended by a chord which bears North 1°41’37” East, 5.00 feet), an arc length of 5.00 feel to the point of beginning of the tract herein to be described; thence from said point of beginning, continuing along said curve to the left having a radius of 137.00 feet, through a central angle of 18°06’43” (said curve subtended by a chord which bears North 8°25’09” West, 43.21 feet), an arc length of 43.39 feet; thence radially departing said Access Road easement North 72°30’29” East, 20.00 feet to a point in a curve on the perimeter of said Assisted Living Community Tract thence along said curve to the right having a radius of 157.00 feet, through a central angle of 16°09’43” (said curve subtended by a chord which bears South 8°25’09” East, 49.51 feet), an arc length of 49.72 feet; thence radially departing said Assisted Living Community Tract, North 89°20’47” West 20.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Terrace Assisted Living Community)

Land situated in Shelby County, Tennessee:

Fee Parcel:

Lot 1 of the Ventas Realty Subdivision as recorded in Plat Book 176, Page 62, being the Atria Assisted Living, Primacy, L.L.C., property as recorded in instrument number KU 1734, both on record in the Shelby County Register’s Office and being more particularly described as follows:

Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along the centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline and along a curve to the right having a radius of 400.00 feet, an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way line of Primacy Parkway, the point of beginning for the following described property; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing of South 21 degrees 29 minutes 23 seconds West, a chord length of 33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degrees 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 106.03 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 11.16 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 50.73 feet to a point; thence North 89 degrees 30 minutes 36 seconds East a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 12.50 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 261.69 feet to a found iron pin in the north line of the trustees of the Security Capital Real Estate Fund property (Inst. No. WI 9050); thence South 89 degrees 30 minutes 36 seconds West along the north line of said Security Capital property a distance of 134.21 feet to a found iron pin in the east line of the Amisub (Saint Francis Hospital) Inc. property (Inst. No. EJ 0205); thence North 00 degrees 27 minutes 29 seconds West along the east line of said Amisub Inc. property a distance of 452.91 feet to a found concrete monument, an internal corner of said Amisub Inc. property; thence North 86 degrees 19 minutes 14 seconds East along a southerly line of said Amisub Inc. property a measured distance of 405.23 feet (call = 405.64’) to a found iron pin, an internal corner of said Amisub Inc. property; thence North 00 degrees 10 minutes 59 seconds West along an easterly line of said Amisub Inc. property a distance of 93.96 feet to a found iron pin in the westerly right-of-way line of said Primacy Parkway; thence Southeastwardly along said westerly right-of-way line and along a curve to the left having a radius of 445.00 feet, a chord bearing of South 31 degrees 33 minutes 24 seconds East, a chord distance of 82.61 feet and an arc length of 82.73 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Terrace Assisted Living Community)

Easement Parcel:

Easement created by plat recorded in Plat Book 176, Page 62, in the Register’s Office of Shelby County, Tennessee, located on Lot 2 described on the plat as 22’ wide ingress/egress easement, described as follows:

Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along tile centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline along a curve to the right having a radius of 400.00 feet an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way of Primacy Parkway, the point of beginning for the property described herein; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence Southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing and distance of South 21 degrees 29 minutes 23 seconds West -33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degreases 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 22.03 feet to a point; thence North 86 degrees 19 minutes 14 seconds East a distance of 277.59 feet to a point; thence: North 46 degrees 19 minutes 58 seconds East a distance of 66.56 feet to a point in the southwesterly line of said Primacy Parkway; thence Northwestwardly along said Primacy Parkway along a curve to the left having a radius of 445.00 feet, a chord bearing and distance of North 39 degrees 15 minutes 26 seconds West - 36.88 feet, and an arc length of 36.89 feet to the point of beginning

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Clearlake, Emeritus at)

(Rosemont at Clearlake)

3,630 acres out of and a part of Restricted Reserve “B” in Block 1, BAY POINTE SECTION ONE REPLAT RESERVE “B”, according to the map or plat thereof recorded under Film Code No. 379006 of the Map Records of Harris County, Texas. Said 3,630 acres being more particularly described by metes and bounds as follows:

Being 3.630 acres (158,137 square feet) of land situated in the Luke Hemenway Survey, Abstract 800, Harris County, Texas, and the August Whltlook Survey, Abstract 792, Harris County, Texas, and being out of Restricted Reserve “B” in the Replat of BAY POINTE, SECTION ONE, UNRESTRICTED RESERVE “B”, a subdivision recorded under Film Code Number 379005 of the Harris County Map Records; said 3.630 acres (158,137 square feet) of land being more particularly described by metes and bounds as follows (all bearings are referenced to the Texas Coordinate System, South Central Zone, based on the monumented east line of said Restricted Reserve “B”);

COMMENCING at a 5/8 inch iron rod set for the most southerly corner of Restricted Reserve “C” out of Bay Pointe, Section One, a subdivision recorded under Film Code Number 350147 of the Harris County Map Records, and being the most easterly corner of said Restricted Reserve “B”, and being in the northwest right-of-way line of Clear Lab City Boulevard, varying in width and recorded as “Clear Lake City Boulevard, Section One” under Film Code Number 348075 of the Harris County Map Records;

THENCE N 26°48’17” W 158.30 feet to a 3/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being an angle point in the northeast line of said Restricted Reserve “B”;

THENCE N 10°48’38” W 151°46 feet, with the southwest line of said Restricted Reserve “C”, same being the northeast, line of said Restricted Reserve “B”, to a 5/8 inch iron rod set for the PLACE OF BEGINNING and the most easterly corner of the herein described tract of land;

THENCE S 54°59’07” W 379.11 feet to a 5/8 inch iron rod set for the most southerly corner of this tract and being in the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of Bay Pointe Court, based on 60 feet in width;

THENCE N 41°10’14” W 67.34 feet, with the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, to a 5/8 inch iron rod set for the beginning of a curve;

THENCE 21.68 feet, with the arc of a curve to the right in the southwest line of said Unrestricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, whose chord bears N 16°19’ 50” W 21.00 feet and having a central angle of 49°40’47” and a radius of 25.00 feet, to a 5/8 inch iron rod set for a point of reverse curve;

THENCE 146.27 feet, with the are of a curve to the left in the northeast right-of-way line of said Bay Pointe Court whose chord bears N 61°19’50” W 112.65 feet and having a central angle of 139°40’48” and a radius of 60.00 feet, to a 5/8 inch iron rod set for a corner in the southwest line of said Restricted Reserve “B”, same being the most easterly comer of Restricted Reserve “A” in said Raplat of Bay Pointe, Section One, Unrestricted Reserve “B”, and being a corner in the southwest line of this tract;

THENCE N 41°10’14” W 150.00 feet to a 5/8 inch iron rod set for the most westerly corner of said Restricted Reserve “B”, same being the most northerly corner of said Restricted Reserve “A” and being the most westerly corner of this tract, and also being in the southeast line of that certain 180-foot wide Harris County Flood Control District fee strip, called the Realignment of Horsepen Bayou, recorded under File Number H905968 and Film Code 043-97-1700 of the Harris County Official Public Records of Real Property;

THENCE N 54°59’07” E 540.64 feet, with the southeast line said 180-foot wide fee strip, to a 5/8 inch iron rod found for the most westerly corner of said Restricted Reserve “C”; same being the most northerly corner of said Restricted Reserve “B”, and being the most northerly corner of this tract;

THENCE S 35°00’53” E 125.58 feet to a 5/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being the northeast line of said Restricted Reserve “B”, and being an angle paint in the northeast line of this tract;

THENCE S 10°48’38”E 231.75 feet to the POINT OF BEGINNING and containing 3.630 acres (158,137 square feet) of land.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sequoia Springs Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

Lot 31A of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.

APN: 202-082-057-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sequoia Springs Cottages)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL ONE

Lot 31B of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.

PARCEL TWO

A 25 foot wide access easement, the same as described in that certain “Easement Agreement” by and between Fortuna Assisted Living LLC and Robert L. Dunn and Theresa L. Dunn and recorded February 8, 2001 in the Office of the Humboldt County Recorder under Recorder’s Instrument No. 2001-3147-3, Humboldt County Records

APN: 202-082-058-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Creek Gardens, Emeritus at)

Lot 5R, Block A of Replat of Lots 3, 4 & 5, Block A, Hunters Glen 5, an addition to the City of Plano, Collin County, Texas, according to the plat thereof recorded in Volume L, Page 401, Map Records, Collin County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Statesman Club Retirement Community)

Block Six (6), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Stonebridge Specialty Care Community)

THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS.

Parcel I

Real property being a portion of Lot 11 of JAGGY HOMESTEAD LOTS, according to the plat thereof, recorded in Book B of Plats, at Page 12, records of Clark County, Washington, in the Southeast quarter of the Northwest quarter of Section 17, Township 2 North, Range 2 East, Willamette Meridian, in the City of Vancouver, Clark County, Washington, described as follows:

Beginning at the Southeast corner of that parcel of land conveyed to Ronald N. Province and Anita A. Province by deed recorded under Auditor’s File No. 7803140086, deed records of said County, said point also being on the North right of way line of N. E. Vancouver Mall Drive, 30 feet from the centerline, as shown on Book 43 of Surveys at Page 112, said point also being a point on an arc with a 1939.86 foot radius curve; thence along the South line of said Province parcel and said North right of way line and along said curve to the left, from a tangent bearing of South 78°47’05’ West, through a central angle of 00°56’02”, an arc distance of 31.62 feet to a point of tangency; thence continuing along the South line of said Province parcel and said North right of way line South 77°51’03” West 364.97 feet; thence leaving said right of way line North 01°49’42” East 342.91 feet to a point on the South right of way line of N. E. 51st Street as shown on said Survey, said point being 30 feet from the centerline of said Street when measured as right angles; thence along said right of way line South 88°55’08” East 385.07 feet to the Northwest corner of said Province parcel; thence along the East line of said Province parcel South 01°51’32” West 252.39 feet to the Point of Beginning.

Parcel II

An easement over real property for a storm water facility, described as follows:

Beginning at the Southwest corner of the above described parcel; thence along the North right of way line of said N. E. Vancouver Mall Drive South 77°51’03” West 126.94 feet; thence leaving said North right of way line North 00°08’31” West 37.55 feet; thence North 83°15’58” East 125.87 feet to a point on the west line of said parcel; thence along said West line South 01°49’42” West 25.60 feet to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Riverstone, Emeritus at)

(Terrace at Riverstone)

All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:

Begin at the mitred intersection of the rights-of-way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southern R/W); proceed along the Southern right-of-way of Riverstone Terrace 181.77’ to an iron pin set (1/2” rebar). said point being the true Point of Beginning. Thence from said True Point of Beginning

Proceed South 00 degrees 01 minutes 47 seconds East 105.33 lo an iron pin set (1/2” rebar).

Thence proceed South 38 degrees 22 minutes 30 seconds East 149.45’ to an iron pin found (1” open top Pipe).

Thence proceed South 27 degrees 51 minutes 23 seconds West 95.44’ to an iron pin set (1/2” rebar).

Thence proceed South 27 degrees 46 minutes 18 seconds West 75.08’ to an iron pin set (1/2” rebar).

Thence proceed South 25 degree 52 minutes 10 seconds West 80.10’ to an iron pin found (3/4’ crimped top pipe).

Thence proceed North 72 degrees 00 minutes 14 seconds West 305.18’ to an iron pin set (1/2” rebar).

Thence proceed North 00 degrees 00 minutes 00 seconds East 350.91’ to an iron pin set (1/2” rebar).

Thence proceed North 89 degrees 58 minutes 02 seconds East 311.95’ to an iron pin set (1/2” rebar).

Said Point being the true Point of Beginning.

Said tract being 3.18 acres and being known as Parcel A, as shown and further described on a plot of survey from the Oaks at Riverstone L.L.C. by Roger S. Lee & Assoc. Inc., dated October 20, 2004.

AS SURVEYED LEGAL DESCRIPTION:

All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:

Commencing at the mitered intersection of the rights of way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southerly R/W), then proceed along the Southerly right of way of Riverstone Terrace for 171.77 feet to a pin set (1/2 inch re-bar) set at the POINT OF BEGINNING; then leaving said right of way, proceed South 00 degrees 01 minutes 47 seconds East for 105.33 feet to a (1/2 inch re-bar) set; then South 38 degrees 22 minutes 30 seconds East for 149.45 feet to a (1/2 inch re-bar) set; then South 27 degrees 51 minutes 23 seconds West for 95.44 feet to a point; then South 27 degrees

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Riverstone, Emeritus at)

(Terrace at Riverstone)

46 minutes 18 seconds West for 75.08 feet to a point; then South 25 degrees 52 minutes 10 seconds West for 80.10 feet to a (1/2 inch open top pipe) found; then North 72 degrees 00 minutes 14 seconds West for 312.22 feet to a (1/2 inch re-bar) set; then North 01 degrees 05 minutes 59 seconds East for 343.80 feet to a (1/2 inch re-bar) set on the southerly right of way of Riverstone Terrace; then North 89 degrees 58 minutes 02 seconds East along said right of way for 311.95 feet to the (1/2 inch re-bar) set at the POINT OF BEGINNING.

Said Tract of Parcel contains 3.203 acres of land, more or less, along with all improvements thereon and as shown on the survey by the Bentley-Craton Group (file 07004) dated January 30, 2007 and is the same property shown on the survey for The Oaks at Riverstone, LLC by Roger S. Lee &. Associates, Inc dated September 28, 2005.

PARCEL II:

Easements as set forth in that certain Easement Agreement between Bright-Sasser Canton, L.L.C., a Georgia limited liability company and The Oaks at Riverstone, LLC, a Georgia limited liability company, dated September 20, 2004, filed for record January 7, 2005, and recorded in Deed Book 7627, Page 56, Cherokee County, Georgia, records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Palms Assisted Living and Memory Care Center, The)

(The Palms)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Parcel 9B of Parcel Map filed for record in the office of the recorder of Placer County, California on May 29, 1996 in Book 28 of Parcel Maps, at Page 110, Placer County Records.

APN: 457-070-002-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Springfield - The Woodside, Emeritus at)

(Woodside Village)

Parcel 1 of LAND PARTITION PLAT NO. 98-P1 192, as filed November 10, 1998, Lane County Oregon Plat Records, Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hermiston Terrace Assisted Living Residence)

The Southeast Quarter of the Southwest Quarter of the Southwest Quarter of Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon;

EXCEPTING THEREFROM that portion lying within the right of way of SW 9th Street and West Highland Avenue;

ALSO EXCEPTING THEREFROM that tract of land conveyed to Highland Avenue Baptist Church by Deed recorded in Book 305, Page 329, Umatilla County Deed Records;

ALSO EXCEPTING THEREFROM that tract of land conveyed to Merle P Jewett, et al by Deed recorded in Reel 126, Page 2051, Umatilla County Microfilm Records;

ALSO including the West 339.6 feet of the South 152 feet of Northeast Quarter of Southwest Quarter of Southwest Quarter of said Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon, EXCEPTING THEREFROM the East 30 feet and the North 50 feet thereof.

SUBJECT TO any and all water rights of way and roads.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached]

Exhibit A-2

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 2 Facilities

582

Alpine Court

3720 N Clarey St

Eugene

OR

HCP SH ELP2 Properties, LLC

72

[***]

16-unit cottage, 56-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

583

Alpine Springs

3760 N Clarey St

Eugene

OR

HCP SH ELP1 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

559

Brentmoor

3515 10Th St SW

Minot

ND

HCP SH ELP2 Properties, LLC

85

[***]

85-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

534

Brookside

4450 Old Hamilton Mill Rd

Buford

GA

HCP SH ELP2 Properties, LLC

61

[***]

48-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

623

Canyonview Estates

7404 Wallace Blvd

Amarillo

TX

HCP SH ELP2 Properties, LLC

132

[***]

73-unit independent living, 59-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

594

Chehalem Springs

3802 Hayes Street

Newberg

OR

HCP SH ELP2 Properties, LLC

107

[***]

24-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

558

Churchill

140 Carriage Club Dr

Mooresville

NC

HCP SH ELP2 Properties, LLC

135

[***]

29-unit independent living, 86-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

636

Cliff View

134 W 2025 South Cir

Saint George

UT

HCP SH ELP2 Properties, LLC

75

[***]

47-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

630

Cottage Village

110 Frankford Ave

Lubbock

TX

HCP SH ELP2 Properties, LLC

56

[***]

16-unit cottage, 40-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

581

Eagle Cove

261 Loto St

Eagle Point

OR

HCP SH ELP2 Properties, LLC

78

[***]

16-unit independent living, 62-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

638

Eagle Meadows

550 E Whitman Dr

College Place

WA

HCP SH ELP2 Properties, LLC

82

[***]

82-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

649

Englewood Heights

3710 Kern Rd

Yakima

WA

HCP SH ELP2 Properties, LLC

93

[***]

73-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

542

Flint River

250 Water Tower Ct

Macon

GA

HCP SH ELP2 Properties, LLC

36

[***]

36-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

549

Glendale Place

905 Glendale Rd

Murray

KY

HCP SH ELP2 Properties, LLC

84

[***]

84-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

611

Hawthorne Inn at Hilton Head

15 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

90

[***]

51-unit independent living, 39-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

563

Heartland Park

500 Heartland Park Dr

Seward

NE

HCP SH ELP2 Properties, LLC

97

[***]

43-unit independent living, 54-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

5 Years

[***]

[***]

593

Heron Pointe

504 Gwinn Street E

Monmouth

OR

HCP SH ELP2 Properties, LLC

61

[***]

61-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

664

Heron Pointe Cottages

504 Gwinn St E

Monmouth

OR

HCP SH ELP2 Properties, LLC

10

[***]

10-unit cottage and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

631

Holiday Lane Estates

6155 Holiday Ln

North Richland Hills

TX

HCP SH ELP2 Properties, LLC

50

[***]

50-unit assisted living care and such other ses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

535

Lake Springs

4355 S Lee St

Buford

GA

HCP SH ELP2 Properties, LLC

48

[***]

32-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

536

Lake Springs Cottages

4355 S Lee St

Buford

GA

HCP SH ELP2 Properties, LLC

24

[***]

24-unit cottage and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

527

Lassen House

705 Luther Rd

Red Bluff

CA

HCP SH Lassen House, LLC

60

[***]

44-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

8 Years

N/A

N/A

[***]

[***]

567

LaVilla

2725 N Pennsylvania Ave

Roswell

NM

HCP SH ELP2 Properties, LLC

92

[***]

12-unit cottage, 68-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

576

Magnolia Gardens

3211 Chandler Rd

Muskogee

OK

HCP SH ELP2 Properties, LLC

36

[***]

25-unit assisted living care, 11-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

655

Maplewood

1000 Maplewood Dr

Bridgeport

WV

HCP Senior Housing Properties Trust

132

[***]

86-unit independent living, 44-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

642

Montclair Park

1250 NE Lincoln Rd

Poulsbo

WA

HCP SH ELP2 Properties, LLC

109

[***]

85-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

580

Mountain View Ashland

548 N Main St

Ashland

OR

HCP SH Mountain View, LLC

112

[***]

71-unit independent living, 3-unit cottage, 38-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

524

Orchard Park Sunwest

14789 Burns Valley Rd

Clearlake

CA

HCP SH ELP2 Properties, LLC

41

[***]

37-unit assisted living care, 4-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

612

Palm Meadows Court

48 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

32

[***]

32-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

613

Palm Meadows Village

80 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

42

[***]

42-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

644

Parkway Village

3708 East 57th Ave

Spokane

WA

HCP SH ELP2 Properties, LLC

80

[***]

80-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

569

Plaza at Sun Mountain

6031 W Cheyenne Ave

Las Vegas

NV

HCP SH ELP2 Properties, LLC

179

[***]

24-unit independent living, 137-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

643

Quail Hollow

221 Torbett St

Richland

WA

HCP SH ELP2 Properties, LLC

36

[***]

36-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

615

Spring Arbor

1800 India Hook Rd

Rock Hill

SC

HCP Senior Housing Properties Trust

52

[***]

36-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

531

Sunrise Creek

1968 Sunrise Dr

Montrose

CO

HCP SH ELP2 Properties, LLC

109

[***]

14-unit cottage, 71-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

619

Terrace at Bluegrass

674 E Main St

Hendersonville

TN

HCP SH ELP2 Properties, LLC

58

[***]

40-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

565

The Cottages

3920 Juan Tabo Blvd Ne

Albuquerque

NM

HCP SH ELP2 Properties, LLC

31

[***]

31-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

654

The Heritage

RR 4 Box 17

Bridgeport

WV

HCP Senior Housing Properties Trust

51

[***]

51-unit skilled nursing facility and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

564

The Oaks

1500 Vintage Hill Dr

Wayne

NE

HCP SH ELP2 Properties, LLC

80

[***]

46-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

622

Waterford in Bellevue

8188B Sawyer Brown Rd

Nashville

TN

HCP SH ELP2 Properties, LLC

69

[***]

53-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

634

Willows at Sherman

3410 Post Oak Crossing

Sherman

TX

HCP SH ELP2 Properties, LLC

46

[***]

37-unit assisted living care, 9-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

547

Woodstock Estates

1000 Professional Way

Woodstock

GA

HCP SH ELP2 Properties, LLC

50

[***]

38-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Total Lease Pool 2 (42 Properties)

3,043

15 Years

10 Years

8 Years

[***]

[***]

Lease Pool 2 Potential Facilities*

617

Cordova Estates

1535 Appling Care Ln

Cordova

TN

HCP SH ELP2 Properties, LLC

76

[***]

55-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

525

Crown Pointe

737 Magnolia Ave

Corona

CA

HCP SH Crowne Point, LLC

159

[***]

150-unit assisted living care, 9-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

588

River Road

592 Beaver Dr NE

Keizer

OR

HCP SH River Road, LLC

49

[***]

49-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

607

Windfield Village

8170 SW Vlahos Dr

Wilsonville

OR

HCP SH Windfield Village, LLC

84

[***]

57-unit independent living, 27-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* One or more of the foregoing facilities listed under the heading “Lease Pool 2 Potential Facilities” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  None of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Alpine Court, Emeritus at)

Lot 7, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION(Alpine Springs, Emeritus at)

Lot 6, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION(Brentmoor Assisted Living Community)

Lot 1, Urban Seventh Addition to the City of Minot, Ward County, North Dakota

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Brookside Senior Living Community)

All that tract or parcel of land lying and being in Land Lot 261 and 268 of the 7th District, City of Buford, Gwinnett County, Georgia, being 16.664 acres, as shown on plat of survey for Guerry W. Garrett, Harold C. Morgan and John McGeary, dated June 18, 1992, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 59, Page 267B, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

Less and Except

All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 1.446 acres as shown on plat of survey for GH& J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 27, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 6.317 acres as shown on plat of survey far GH&J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 28, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Canyonview Estates, Emeritus at)

Being all of Lot 4, Block 1 of Amended Ridgeview Medical Center Unit No. 12, an addition to the City of Amarillo in Potter County, Texas, according to the map or plat thereof, recorded in Volume 2688, Page 507 of the Official Public Records of Potter County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chehalem Springs Assisted Living Community)

The Land referred to in this policy is described as follows:

Parcel 2, PARTITION PLAT 2001-38, in the City of Newberg, recorded October 23, 2001, as Instrument No. 200118649, Deed and Mortgage Records, County of Yamhill, State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Churchill, Emeritus at)

Lying and being situate in Iredell County, North Carolina, and being more particularly described as follows:

Being all of Tracts B, D, Z, H and I, as such are depicted on a plat entitled “Revision Of Lake Norman Pavillion”, according to the plat thereof, recorded in Map Book 36, page 119 and revised in Map Book 40, page 129, in the Office of the Register of Deeds of Iredell County, North Carolina.

AND INCLUDING ALL THE right, title and interest to those certain access easements recorded in Book 1260 at Page 2417 and Book 1558 at Page 1275 of the Iredell County Public Registry.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cliff View, Emeritus at)

Situated in the County of Washington. State of Utah:

A parcel of land located in Section 6, Township 43 South, Range 15 West, Salt Lake Base and Meridian and in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian being more particularly described as Follows:

Beginning at the Northeast corner of Sweetwater St. George Timeshare Project II, a Planned Residential Development located in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian, said point being North 80°00'00" East 1196.04 feet along the South line and its extension and North 302.84 feet from the Southwest corner of Tonaquint-Indian Hills, a Planned Unit Residential Development and running thence South 11°01'39" West 163.49 feet along said East line of the Sweetwater St. George Timeshare Project II to a point on a curve to the right, the radius point of which is South 37°45'24" East 355.00 feet; thence Easterly along the arc of said curve 444.89 feet; thence North 29°34'37" East 338.81 feet; thence North 4°15'19" West 89.77 feet; thence South 66°30'15" West 595.01 feet to the point of beginning.

The following is shown for informational purposes only: Tax ID No. SG-5-3-6-34181

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cottage Village Senior Living Community)

Metes and Bounds Description of Tracts “H”, “G-1-A”, “G-1-B”, “1-1"& “1-2" and Lots 308 thru 314, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records of Lubbock County, Texas, Volume 4940, Page 82, and Volume 5556 Page 216, Official Real Property Records of Lubbock County, Texas, Same being previously described as three tracts, said three tracts further described as follows:

PARCEL 1:

Metes and Bounds Description of a tract of land located In Section 2, Block J-S, Lubbock County, Texas, same being all of TRACT “H” of Tracts “G”, “H” and “I” shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas, and a portion of Tract “I-1", of Lots 283A through 307A, Lots 308 through 314 and Tracts “G-1" “I-1" and “I-2"°, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4840, Page 82, of the Official Real Property Records, Lubbock County, Texas, being further described as follows:

BEGINNING at a 1/2" rod with cap found in the West right-of-way line of Frankford Avenue, at the Southeast corner of said Tract “I-1", Shadow Hills, which bears N. 00°12'40"W. 1,751.33 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S. Lubbock County, Texas:

THENCE West along the South line of said Tract “I-1", a distance of 274.43 feet to a 1/2" rod with cap found;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cottage Village Senior Living Community)

THENCE N. 64°30' W. alongthe South line of said Tract “I-1" a distance of 315.33 feet to a cross found in concrete in the right-of-way line of Genoa Avenue;

THENCE along the right-of-way line of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 173°06'28", and a chord distance of 99.82 feet to a “A” rod with cap found;

THENCE S. 64°30' E. a distance of 185.04 feet to a point in the West line of said Tract “H”, Shadow Hills;

THENCE N. 00°12'40" W. along said West line of Tract “H” a distance of 518.68 feet to a “crow’s foot” found in concrete at the Northwest corner of said Tract “H”, Shadow Hills;

THENCE East along the North line of said Tract “H” a distance of 354.00 feet to a 1/2" iron pipe found in the West right-of-way line of Frankford Avenue at the Northeast corner of said Tract “H”, Shadow Hills;

THENCE S. 00°12'40" E, along said West right-of-way line of Frankford Avenue a distance of 667.33 feet to the Point of Beginning.

PARCEL 2:

Metes and Bounds Description of a tract of land located in Section 2, Block J-S, Lubbock County, Texas, same being all of Lots 308 through 314, both inclusive, all of Tract “I-2", and a portion of Tract “I-1", of Lots 283A through 307A, Lots 308 through 314 and Tract “G-1", “I-1" and “I-2", Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas, being further described as follows;

BEGINNING at a point in the West line of Tract “H”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4059, Page 288, Official Real Property Records. Lubbock County, Texas, said point bears N. 00 12 40" W. 1899.33 feet and West 414.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas;

THENCE N. 64"30' W. a distance of 185.04 feet to a 1/2" rod with cap found at a point of tangency in the right of-way line of Genoa Avenue;

THENCE Westerly along said right-of-way of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 33 22'01", and a chord distance of 28.71 feet to a “crow’s foot” found in concrete;

THENCE N. 25 30' E. a distance of 331.15 feet to a “crow’s foot found in concrete;

THENCE S. 64 30' E. a distance of 12.5 feet to a “crow’s foot” found in concrete;

THENCE N. 25 30' E. a distance of 92.54 feet to a 1/2" rod with cap found in the West line of said Tract “H” Shadow Hills;

THENCE S. 00 12'40" E. along the West line of said Tract “H”, a distance of 461.06 feet to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cottage Village Senior Living Community)

PARCEL 3:

Metes and Bounds Description of a tract located in Section 2, Block J-S, Lubbock County, Texas, same being Tracts “G-1-A” and “G-1-B”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 5556, Page 216, Official Real Property Records, Lubbock County, Texas, being further described as follows:

BEGINNING at a 4" iron pipe found in the West right-of-way line of Frankford Avenue. at the Southeast corner of said Tract “G-1-A” Shadow Hills, which bears N. 00 12'40” W. 2,418.66 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas:

THENCE West a distance of 328.30 feet to a 1/2” rod with cap found:

THENCE N. 25°30' E. a distance of 132.52 feet to a “crow’s foot” found in concrete:

THENCE N. 64°30' W. a distance of 12.5 feet to a cross found in concrete:

THENCE N. 25°30' E. a distance of 293.11 feet to n “crow’s foot” found in concrete at a point of curvature;

THENCE Easterly around a curve to the right, said curve having a radius of 77.50 feet, a central angle of 64°30' tangent lengths of 48.90 feet, and a chord distance of 82.71 feet to a “crow’s foot” found in concrete at a point of tangency:

THENCE East a distance of 82.77 feet to across found in concrete at a point in the West right-of-way line of Frankford Avenue:

THENCE S. 00°12'40” E. along said West right-of-way line of Frankford Avenue distance of 433.74 feet to the Point of Beginning.

TRACT 4:

Reciprocal Ingress, Egress, Private Utility and Parking Easements shown on Note on Plat with Dedication Deed recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas., as shown on Note on plat with Dedication Deed recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas and as shown on Note on Plat with Dedication Deed recorded In Volume 5556, Page 216, of the Official Real Property Records, Lubbock County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eagle Cove, Emeritus at)

PARCEL I

Beginning at the Southeasterly corner of Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon; thence North 64°34'00" West, along the Southwesterly line thereof, 294.93 feet to the Southeasterly corner of Lot 16; thence North 25°21'39" East, along the Southeasterly line of Lots 16, 15, 14, 13 and 12, a distance of 124.88 feet to the Northeasterly corner of said Lot 12; thence North 64°34'00" West along the Northeasterly line thereof, 96.70 feet to a point on the Northwesterly line of said Block 11; thence North 19°22'00" East along said Northwesterly line, 127.93 feet; thence along the arc of a 25.00 foot radius curve to the right (the long chord to which bears North 67°24'00" East 37.18 feet) an arc distance of 41.92 feet to a point on the Northeasterly line of said Block 11; thence South 64°34'00" East along said Northeasterly line, 230.29 feet to a 5/8 inch iron pin; thence South 25°23'43" West 139.87 feet to a 5/8 inch iron pin; thence South 64°34'00" East 150.06 feet to a point on the Southeasterly line of Block 11, said point being marked with a 5/8 inch Iron pin; thence South 25°26'00" West along said Southeasterly line, 139.87 feet to the point of beginning. ALSO: All that portion of the vacated Nova and Kelso Streets adjacent to said property and Inuring thereunto by law, vacated by Ordinance No. 11-77 of the City of Eagle Point, and recorded March 15, 2001 as Document No. 01-10055, Official Records of Jackson County, Oregon.

PARCEL II

Lots 12-16 in Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon. TOGETHER WITH: Those portions of Kelso Street and Nova Street vacated by Ordinance No. 11-77 per Document No. 01-10055, Official Records of Jackson County, Oregon, more particularly described as follows: Beginning at a 5/8 inch rebar on the Northwesterly boundary of Central Addition, according to the Official Plat thereof, now of record in said Jackson County, said 5/8 inch rebar bears North 19°22'00" East 5.76 feet from the Northwesterly corner of Lot 1 In Block 12 said Central Addition; thence North 19°22'00" East along said Northwesterly boundary. 174.87 feet to a point which bears North 70°38'00" West 50.00 feet from the Northwesterly corner of Lot 12 in Block 11 of said Central Addition; thence South 70°38'00" East 50.00 feet to said Northwesterly corner of Lot 12; thence South 19°22'00" West along the Northwesterly boundary of Lots 12-16 of said Block 11, a distance of 125.58 feet to the Southwesterly corner of said Lot 16; thence South 64°34'00' East along the Southwesterly boundary of said Lot 16, a distance of 78.61 feet to a point on the Southeasterly boundary of the aforementioned street vacation; thence South 25°06'01" West along said boundary 54.89 feet to a 5/8 inch rebar; thence leaving said boundary, North 64°17'20" West 123.12 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eagle Meadows Assisted Living Community)

Parcel 1 of Whitman PUD Phase II as per Plat recorded March 15, 2001 under Auditor’s File No. 0102443 in Roll File 6 at Page C-10, records of Walla Walla County, State of Washington Excepting therefrom that portion deeded to the City of College Place for Sidewalk purposes under Quit Claim Deed filed July 12, 2010, under Auditor’s 2010-05308, records of the Auditor of Walla Walla County, State of Washington. Situate in the City of College Place, State of Washington

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Englewood Heights Senior Living Community)

Lot 3 of Short Plat, recorded under Auditor’s File Number 7011395, records of Yakima County, Washington.

Situated in Yakima County, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Flint River Senior Living Community)

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 338 OF THE THIRTEENTH LAND DISTRICT OF MBB COUNTY, GEORGIA, AND BEING IN THE CITY OF MACON, CONTAINING 2.94 ACRES, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO REACH THE POINT OF BEGINNING, BEGIN AT THE 3/4-INCHED CRIMPED TOP PIPE LOCATED AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF FORSYTH ROAD (GEORGIA HIGHWAY NO. 19 AND U.S. HIGHWAY NO. 41) AND THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD (SAID 3/4 INCH CRIMPED TOP PIPE BEING LOCATED SOUTH 52 DEGREES 37 MINUTES 38 SECONDS EAST OF AND 1.25 FEET FROM A CONCRETE RIGHT-OF-WAY MONUMENT); AND RUN THENCE NORTH 38 DEGREES 06 MINUTES 11 SECONDS EAST ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD A DISTANCE OF 269.35 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET AN ARC DISTANCE OF 256.24 FEET TO AN IRON PIN LOCATED NORTH 23 DEGREES 59 MINUTES 12 SECONDS EAST OF AND A CHORD DISTANCE OF 253.65 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO, WHICH IS TO THE POINT OF BEGINNING OF SAID 3.94-ACRE TRACT OF LAND, AND FROM SAID POINT OF BEGINNING AS

THUS ESTABLISHED RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD AN ARC DISTANCE OF 30.07 FEET TO AN IRON PIN LOCATED NORTH 06 DEGREES 12 MINUTES 48 SECONDS EAST OF AND A CHORD DISTANCE OF 30.07 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE SOUTH 77 DEGREES 44 MINUTES 29 SECONDS EAST A DISTANCE OF 325.13 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET A CHORD DISTANCE OF 52.06 FEET TO AN IRON PIN LOCATED NORTH 52 DEGREES 32 MINUTES 29 SECONDS EAST OF AND A CHORD DISTANCE OF 45.77 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE NORTH 02 DEGREE 49 MINUTES 27 SECONDS EAST A DISTANCE OF 89.39 FEET TO AN IRON PIN; RUN THENCE NORTH 15 DEGREES 03 MINUTES 17 SECONDS EAST A DISTANCE OF 84.26 FEET TO A ONE-INCH CRIMPED TO-PIPE; RUN THENCE SOUTH 79 DEGREES 17 MINUTES 41 SECONDS EAST A DISTANCE OF 273.84 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE SOUTH 02 DEGREES 43 MINUTES 09 SECONDS WEST A DISTANCE OF 543.72 FEET TO AN IRON PIN; RUN THENCE NORTH 57 DEGREES 24 MINUTES 26 SECONDS WEST A DISTANCE OF 178.13 FEET TO AN IRON PIN; RUN THENCE NORTH 66 DEGREES 57 MINUTES 45 SECONDS WEST A DISTANCE OF 118.98 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE NORTH 02 DEGREES 49 MINUTES 27 SECONDS EAST A DISTANCE OF 277.91 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET AN ARC DISTANCE OF 42.18 FEET TO AN IRON PIN LOCATED NORTH 37 DEGREES 27 MINUTES 31 SECONDS WEST OF AND A CHORD DISTANCE OF 38.79 FEET FROM THE IRON PIN HEREINABOVE. LAST REFERRED TO; RUN THENCE NORTH 77 DEGREES 44 MINUTES 29 SECOND WEST A DISTANCE OF 337.96 FEET TO AN IRON PIN LOCATED ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS BACK TO THE POINT OF BEGINNING.

ALSO; TOGETHER WITH RIGHTS ARISING OUT OF SHARED-USE ROADWAY EASEMENT AGREEMENT DATED APRIL 21, 1998, RECORDED IN DEED BOOK 4158, PAGE 288, AFORESAID RECORDS; AND WATER LINE EASEMENT DATED JULY 17, 1998 RECORDED IN DEED BOOK 4239, PAGE 139, AFORESAID RECORDS; AND DRAINAGE EASEMENT DATED JULY 17, 1998, RECORDED IN DEED BOOK 4239, PAGE 146, AFORESAID RECORDS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Murray, Emeritus at)

(Glendale Place)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CALLOWAY, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:

Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 98, slide 1810, and being further described as follows:

Beginning at a 1/2" diameter rebar set in the south line of Glendale Road 822.37' east of the centerline of U.S. Highway 641 the northeast corner of Lot 1 and the northwest corner of Lot 2, described herein;

thence, 30' from and parallel to the centerline of Glendale Road, north 88 deg. 37' 56" east 515.46' to a 1/2" diameter rebar set in the west line of South 9th street;

thence, south 31 deg. 45'01" east 57.96' to a 1/2" diameter rebar set in the west line of South 9th Street;

thence, with the west line of South 9th Street, south 00 deg. 56'11" east 350.01 to a 1/2" diameter rebar set, the eastern most point of Lot 1 and the southeast corner of Lot 2;

thence, with the south line of Lot 2, south 88 deg. 37'56" west 541.81 to a 1/2" diameter rebar set, the southwest corner of Lot 2;

thence, with the west line of Lot 2, north 01 deg. 24'53" west 400.00' to the point of beginning.

As surveyed:

Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 1810, and being further described as follows:

Beginning at an Iron pin found located in the South right-of-way line (sixty foot right-of-way) of Glendale Road 822.37 feet East of the centerline of U.S. Highway Number 641, said point being the corner of Lot 1 of the Miner Subdivision of the Glendale Church of Christ, Inc., property as recorded in Plat Book 19, Page 1810 in the Office of the County Clerk of Calloway County, Kentucky; thence a line with said right-of-way line, North 88 degrees 37 minutes 56 seconds East, 515.46 feet to an iron pin set in said right-of-way with its point of intersection of the West right-of-way line of Ninth Street; thence a line with said right-of-way line, the next there (3) calls as follows:

South 31 degrees 45 minutes 01 seconds East, 27.77 feet to an iron pin set;

South 01 degrees 20 minutes 47 seconds East, 102.65 feet to a point;

South 00 degrees 51 minutes 15 seconds East, 273.56 feet to an iron pin found in said right-of-way line corner of the aforementioned

Lot 2; thence a line with Lot 2, the next two (2) calls as follows;

South 88 degrees 38 minutes 41 seconds West, 526.69 feet to an iron pin found;

North 01 degrees 24 minutes 53 seconds West, 400.04 feet to the point of beginning;

Being in all respects the same property conveyed to BRE/SW Glendale Place, LLC by the following deeds:

1.Deed from Stayton SW Assisted Living, L.L.C.; Glendale at Murray Property, LLC; Arias’ covak 5, LLC, aka Arias’ Covak-5, LLC, aka Aria’s Covak-5, LLC; Atid’s Covak 5, LLC, aka Atid’s Covak-5, LLC; Davis’ Covak 5, LLC, aka Davis’ Covak-5, LLC; Each’s Covak 5, LLC, aka Each’s Covak-5, LLC, Hermann’s Covak 5, LLC, aka Herman’s Covak-5, LLC; Kinsey’s Covak 5, LLC, aka Kinsey’s Covak-5, LLC; Langford’s Covak 5, LLC, aka Langford’s Covak-5, LLC; Michael’s Covak 5, LLC, aka Michael’s Covak-5-LLC; Nager’s Covak 5, LLC, aka Nager’s Covak-5, LLC; Reber’s Covak 5, LLC, aka Reber’s Covak-5 LLC; Ridge Park’s Covak 5, LLC, aka Ridge Park’s Covak-5, LLC; Schnyders’ Covak 5, LLC, aka Schnyders’ Covak-5, LLC; Steams’ Covak 5, LLC, aka Steams’ Covak-5, LLC; Sylla’s Covak 5, LLC, aka Sylla’s Covak-5, LLC; Wolf’s Covak 5, LLC, aka Wolfe’s Covak-5 LLC; Wong’s Covak 5, LLC, aka Wong’s Covak-5, LLC; Yee’s Covak 5, LLC, aka Yee’s Covak-5, LLC; dated August 5, 2010, of record in Book 859, page 393, Calloway County Clerk’s Office;

2.Deed from B Brournand’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 453, aforesaid clerk’s office:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Murray, Emeritus at)

(Glendale Place)

3.Deed from C Brournand’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 461, aforesaid clerk’s office;

4.Deed from Forsch’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 469, aforesaid clerk’s office;

5.Deed from Gavriel’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 477, aforesaid clerk’s office;

6.Deed from G. Travess’ Covak-5, LLC, aka G Travess’ Covak 5, LLC, dated August 5, 2010, of record in Book 859, Page 486, aforesaid clerk’s office;

7.Deed from Levine’s Covak-5, LLC, aka Levine’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 494, aforesaid clerk’s office;

8.Deed from M Travess’ Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 504, aforesaid clerk’s office;

9.Deed from Highpointe’s Covak-5, LLC, aka Highpointe’s Covak-5 LLC, dated August 5, 2010, of record in Book 859, Page 512, aforesaid clerk’s office;

10.Deed from New Haven’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 520, aforesaid clerk’s office;

11.Deed from Novak’s Covak-5, LLC, aka Novak’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 528, aforesaid clerk’s office;

12.Deed from NWB’s Covak 5, LLC, aka NWB’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 536, aforesaid clerk’s office;

13.Deed from Premiere’s Covak-5,LLC, dated August 5, 2010, of record in Book 859, Page 549, aforesaid clerk’s office;

14.Deed from Ruderman’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 557, aforesaid clerk’s office;

15.Deed from Walsh covak 5, LLC, aka Walsh’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 566, aforesaid clerk’s office;

16.Deed from Scott’s Covak 5, LLC, aka Scott’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, Page 574, aforesaid clerk’s office;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hawthorne Inn at Hilton Head, Emeritus at)

TRACT A:

All that certain piece, parcel or lot of land, lying and being on Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 2-3, Phase I, Palmetto Hall Commercial Park, on a plat thereof entitled “Palmetto Hall Commercial Park, Parcels 1-C, 1-D, 1-e and 2-3 Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina for Greenwood Development Corporation”, said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S #13169, said plat being dated December 17, 1997, as latest revised June 3, 1998, recorded in Plat Book 65 at Page 114, Beaufort County Records, on June 15, 1998. For a more detailed description as to the courses and distances, metes and bounds of the above mentioned parcel, reference is had to said plat of record.

TRACT B:

ALL that certain piece, parcel or tract of land lying, and being on Hilton Head Island, Beaufort County, South Carolina, being shown and described as “Former 10' Right of Way” on a plat entitled “Plat of 0.006 Acre Portion of the Hospital Campus Entrance Road, Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina,” prepared by Hussey, Gay, Bell & DeYoung, Consulting Engineers, James M. Sims, S.C.R.L.S. No. 13169, said plat being dated July 23, 1998, and recorded in the Beaufort County Records in Plat Book 66 at Page 165. Said property is more particularly described by courses and distances, metes and bounds, as follows:

The Point of Beginning is a point which marks the intersection of the southeastern corner of Parcel 2-3 as it intersects the Hospital Campus Entrance Road; from said Point of Beginning proceeding S 54°48'55" W for a distance of 27,58 feet to a point; thence proceeding N 09°48'55" E for a distance of 28.28 feet to a point; thence proceeding S 55°56'29" E for a distance of 21.39 feet to a point which marks the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heartland Park Senior Living Community)

Lot 1, Block 1, Heartland Park Estates, Seward, Seward County, Nebraska, EXCEPT that part more particularly described as follows: Beginning at the Northeasterly corner of Lot 1, Block 1, Heartland Park Estates to the City of Seward, located in the West half on the Northwest Quarter of Section 16, Township 11 North, Range 3 East of the 6th P.M., Seward County, Nebraska also said point is on the West line of the East half on the Northwest Quarter and Tax Lot 29 of said Section 16; thence N 88  52 47" W, (an assumed bearing), and on the Northerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet; thence S 00   03,06  W, 30 feet Westerly of and parallel to the East line of the West half of the Northwest Quarter, of said Section 16, a distance of 730.14 feet to a point on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates; thence S 88  52' 47" E, and on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet to the Southeasterly corner of Lot 1, Block 1 of said Heartland Part Estates and also said point is on the East line of the West half on the Northwest Quarter of said Section 16; thence N 00   03'06" E, and on the East line of the West half of the Northwest Quarter of said Section 16 and Lot 1, Block 1 of said Heartland Park Estates, a distance of 730.14 feet to the point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heron Pointe Cottage, Emeritus at)

The Land referred to in this policy is described as follows:

Parcel 2, of Partition Plat No. 1998-32, recorded September 9, 1998 in Polk County, Oregon.

Together with a perpetual non-exclusive easement for ingress and egress, as more particularly described in that certain reciprocal easement agreement, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heron Pointe, Emeritus at)

Parcel 1 of Partition Plat No. 1998-32, recorded September 9, 1998 as Fee No. 452736, Polk County, Oregon.

Together with a perpetual non-exclusive easement for ingress and egress as more particularly described in that certain reciprocal easement agreement, including the terms and provisions thereof, dated September 2, 1994, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.

Also Together with a 30 foot private access easement and public utility easement as delineated on Partition Plat No. 1998-32, recorded September 9, 1998 in Book of Partition Plats for Polk County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Holiday Lane Estates, Emeritus at)

Lot 1, Block 1, The Covenant Addition, an Addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 3855, Plat Records, Tarrant County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Springs Assisted Living and Memory Care Community)

BEING ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100 RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING;

THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC DISTANCE OF 84.60 FEET, THE CHORD OF WHICH BEARS N29'33"29"W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT THENCE N53'14"01" E. A DISTANCE OF 21.90 FEET TO A POINT; THENCE N36'45'59" W. A DISTANCE OF 46.82 FEET TO A POINT: THENCE S55'14'01" W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N36'16'27" W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N37'13'34" W, A DISTANCE OF 109.98 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY; N53'46'26" E, A DISTANCE OF

390.84 FEET TO A POINT; THENCE S35'41"07" E, A DISTANCE OF 283.13 FEET TO A PONT; THENCE S54'18'53" W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Springs Senior Living Community Cottages)

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH LAND DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING THE PROPERTY OWNED BY SWAN ENTERPRISES, LLC, AS DESCRIBED IN DEED BOOK 15188, PAGE 85 AND A 0.24 ACRE TRACT AS DESCRIBED IN DEED BOOK 15852, PAGE 71, IN THE CLERK OF SUPERIOR COURT, GWINNETT COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH THE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; (VARIABLE RIGHT-OF-WAY); SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE RUNNING NORTHWEST ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.39 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD WHICH BEARS N29 03'36" W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53"13'54" E, A DISTANCE Of 21.90 FEET TO A

POINT; THENCE N36'46'06" W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53'13'54" W, A DISTANCE OF 19.39 FEET TO A POINT; THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD WHICH BEARS N36'16'34" W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N36'13'41" W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE N36'13'41" W, A DISTANCE OF 170.63 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY N53'33'10" E, A DISTANCE OF 174.95 FEET TO A POINT; THENCE N22'29'38" E, A DISTANCE OF 123.64 FEET TO A POINT; THENCE N67'36'35" E, A DISTANCE OF 254.34 FEET TO A POINT; THENCE N67'38'53" E, A DISTANCE OF 204.01 FEET TO A POINT; THENCE 512'28'37" E, A DISTANCE OF 99.59 FEET TO A POINT; THENCE N27'49'39" E, A DISTANCE OF 99.31 FEET TO A POINT; THENCE S74'55'37" E, A DISTANCE OF 228.75 FEET TO A POINT; THENCE S54'18'53" W, A DISTANCE OF 542.52 FEET TO A POINT; THENCE S54'18' 53" W, A DISTANCE OF 400.09 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH REAL ESTATE EASEMENT RIGHTS ESTABLISHED BY DECLARATION AND GRANT OF INGRESS/EGRESS EASEMENT RIGHTS BY AND AMONG SWAN ENTERPRISES, LLC. AND ELDER HEALTHCARE DEVELOPERS, L.L.C. DATED JANUARY 8, 1999, AND RECORDED IN DEED BOOK 17914, PAGE 27, RECORDS OF GWINNETT COUNTY, GEORGIA.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lake Springs Senior Living Community Cottages)

LESS AND EXCEPT THE FOLLOWING:

COMMENCING AT A POINT FOUND ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH TIE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; THENCE RUNNING ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC Of A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 84.60 FEET', THE CHORD OF WHICH BEARS N 29'33"36 W FOR A DISTANCE OF 84,57 TO A POINT; THENCE ALONG SAID RIGHT-OF-WAY N 53'1754" E, A DISTANCE. OF 21.90 FEET TO A POINT; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY N 36'46"015" W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S 53"13'54" W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE NORTHWEST ALONG SAID RIGHT-OF-WAY, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.32 FEET, AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N 36'1634" W FOR A DISTANCE OF 3854 FEET TO A POINT: CONTINUE THENCE ALONG SAID RIGHT-OF-WAY N 36'1341" W, A DISTANCE OF 280.59 FEET TO A POINT; SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RIGHT-OF- WAY N 369741" W, A DISTANCE OF 60.00 FEET TO A POINT; THENCE LEAVING SAID RIGHT- OF-WAY LINE N 72'29"38* E A DISTANCE OF 184.72 FEET TO A POINT; THENCE 5 53'32'23" W, A DISTANCE OF 174.95 FEET TO THE TRUE POINT OF BEGINNING;

LESS AND EXCEPT THE FOLLOWING:

COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100' RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT, SAID POINT BEING THE TRUE POINT OF BE-GINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925,34 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD OF WHICH BEARS N29'33'29"W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53'14'01"E, A DISTANCE Of 21.90 FEET TO A POINT; THENCE N36'45"59"W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53'14'01"W, A DISTANCE OF 19.34 FEET, TO A POINT; THENCE ALONG A CURVE TO THE LEFT

HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 3854 FEET, THE CHORD OF WHICH BEARS N36'16"77"W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N39"13'34"W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF- WAY; N53'46'26"E, A DISTANCE OF 390.84 FEET TO A POINT; THENCE S35'41'07"E, A DISTANCE OF 283.13 FEET TO A POINT, THENCE S54'18"53"W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING,

APN: R7560 017

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lassen House Assisted Living)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RED BLUFF, COUNTY OF THEAMA, STATE OF CALIFORINA AND IS DESCRIBED AS FOLLOWS;

Lots 4, 5 and 6 of Citrus Heights Colony, as the same is shown on the map filed in the Tehama County Recorder’s Office, December 23, 1913, Book F of Maps page 8.

Excepting therefrom those portions conveyed to the City of Red Bluff in Deeds recoreded June 20, 1962, Book 414, page 3, and July 19, 1962 in Book 415, page 189, Official Records of Tehama County.

APN: 033-230-82

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(La Villa Assisted Living and Memory Care Community)

All of Wedgwood Summary Plat, in the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat filed in the Chaves County Clerk’s Office on March 14, 1995 and recorded in Book R of Plat Records, at Page 18.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Magnolia Gardens)

Lot 1 in Block 1 in Tackett 1st Addition to the City of Muskogee, Muskogee County, Oklahoma, according to the official plat thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Maplewood Senior Living Community)

All those certain tracts or parcels of land situate in the City of Bridgeport, Simpson District Harrison County, West Virginia, and being more particularly bounded and described as follows:

TRACT I: Beginning at a 3/4" x 30" rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47' 23°. E for 507.38' to a track spike at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 502.73' to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:

S. 90° 00' 00" W. for 177.21' to a point; thence S. 6° 13' 05" W. for 124.62' to a point; thence S. 64° 33' 31" W. for 148.34' to a point; thence S. 76° 19' 54" W. for 212.84' to a 3/4" x 30" rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:

N. 24° 13' 17" W. for 133.28' to a 3'4" x 30" rebar; thence N. 6° 16' 32" W. for 760.35' to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc., as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.

TRACT II: Beginning at a point located on the common line between Heritage and Grafton and which bears S. 22° 35' 23" E 30.65' from a track spike at the northeast corner of said Heritage property; thence running trough the lands of Grafton with three lines as follows: N. 73° 58' 51" E. for 47.50' to a point thence S. 18° 34' 09" E. for 421.27' to a point: thence S. 67° 13' 51" W. for 17.65' to a point on the common line of Heritage and Grafton; thence running with said common line, N. 22° 35' 23" W. for 425.72' to the place of beginning, containing 0.32 acre.

TRACT Ill: Beginning at a 3/4" x 30" rebar at the northwest corner of the 19.52 acre tract owned by The Heritage, Inc.; thence running with a westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 06° 16' 32" E. for 760.35' to 3/4" x 30" rebar at the westernmost corner of said 19,52 acre tract, thence running with a pan of another westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 24° 13' 17" E. for 133.28' to a 3/4" x 30" rebar set; thence running by survey meridian through lands of William E. and Elizabeth M. Morton for five lines as follows: S. 84° 49' 26" W. for 384.44' to a

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Maplewood Senior Living Community)

3/4" x 30" rebar; thence N. 03° 37' 57" W. for 121.58' to a 3/4 x30" rebar, thence N. 35° 43' 45" W. for 278.84' to a twin 12" locust marked with 3 hacks; thence N. 10° 37' 21" E for 172.36' to a 3/4" x 30" rebar thence N. 19° 53' 48' W. for 145.56' to a power pole which bears N. 86° 24' 38' E. for 101.40' from a 3/4" x 30" mbar in concrete found on the common line between Lloyd and James Lang and William E. and Elizabeth M. Morton; thence N. 46° 33' 20" W. for 103.07' to a 3/4" x 30' rebar (hickory and 2 W.O. stumps gone); thence running by survey meridian N. 41° 36' 26" E. for 181.84' to a 3/4" x 30' rebar, thence running by survey meridian N. 82° 12' 37" E. for 389.89' to the place of beginning and containing 8.63 acres.

Said tract or parcel of land has been determined by a survey to be described as follows;

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly bounded and described as follows:

Beginning at an iron pin set at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract S. 69° 47' 18" E. for 507.39' feet to an ion pin set at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly fine of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 30.65 feet to an iron pin set thence running through the lands of Grafton with three lines as follows: N. 73° 58' 51" E. for 47.54 feet to an iron pin set; thence S. 18° 34' 09" E. for 421.27 feet to an Iron pin set; thence S. 67° 13' 51" W. for 17.65 feet to an iron pin set on the common line of Heritage and Grafton; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 46.36 feet to an iron pin set; thence leaving the easterly line of said 19.52 acre tract and running with four calculated firms through said 19.52 acre tract as follows: S. 90° 00' 00" W. for 177.21 feet to a point; thence S. 6° 13' 05" W. for 124.62 feet to a point thence S. 64° 33' 31" W. for 148.34 feet to a point; thence S. 76° 19' 54" W. for 212.82 feet to a point at the southernmost corner of an 8.63 acre parcel now or formerly owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running by survey meridian through lands now or late of William E and Elizabeth M. Morton for five lines as follows: S. 84° 49' 26" W. for 384.44 feet to a capped pin found; thence N. 03° 37' 56" W. for 121.58 feet to a capped pin found; thence N. 35° 43' 45" W. for 276.84 feet to an iron pin set; thence N. 10° 37' 21" E. for 172.36 feet to an iron pin set; thence N. 19° 53' 46" W. for 145.56 feet to a power pole; thence N. 46° 33' 20" W. for 103 07' feet to an iron pin set; thence running by survey meridian N. 41° 36' 26" E. for 181.84 feet to an iron pin set; thence running by survey meridian N. 82° 12' 37" E. for 389.89' to the place of beginning and containing 17.24 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Montclair Park Assisted Living and Memory Care Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KITSAP, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W M , IN KITSAP COUNTY, WASHINGTON, BEING A PARCEL OF LAND DESCRIBED IN STATUTORY WARRANTY DEED DATED JULY 31, 2007, IN AUDITOR’S FILE NO. 200708010231, RECORDS OF KITSAP COUNTY, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER;

THENCE SOUTH 00°56'50" WEST 330.86 FEET TO THE POINT OF BEGINNING OF SAID PARCEL, DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001 AND THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER; THENCE NORTH 89°04'02" WEST 1327.00 FEET ALONG THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;

THENCE ALONG THE WEST LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001, SOUTH 01°06'38" WEST 911.99 FEET TO THE NORTH MARGIN OF LINCOLN ROAD (OLD COUNTY ROAD #37) BEING SAID COUNTY ROAD DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;

THENCE NORTHEASTERLY ALONG SAID NORTH MARGIN OF ROAD NORTH 81°34'50" EAST 161.40 FEET TO THE POINT OF CURVATURE OF A 1402.40 FOOT RADIUS CURVE TO THE LEFT,

THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05°40'27" FOR AN ARC DISTANCE OF 138 88 FEET TO THE EAST LINE OF THE WEST 6 ACRES DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001;

THENCE ALONG SAID EAST LINE OF THE WEST 6 ACRES, NORTH 01°06'38" EAST 856.45 FEET TO SAID NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER BEING THE NORTH LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OP DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;

THENCE LEAVING SAID EAST LINE OF THE WEST 6 ACRES, NORTH 89°04'02" WEST 294.78 FEET TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;

EXCEPT THE EAST 22 FEET THEREOF (AS CONVEYED TO THE CITY OF POULSBO BY DEED RECORDED UNDER RECORDING NO. 200105160296),

(THE LAND REFERRED TO UNDER VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001 WAS ORIGINALLY DESCRIBED AS FOLLOWS):

THE WEST SIX (6) ACRES OF THE FOLLOWING DESCRIBED TRACT OF LAND:

BEGINNING AT A POINT 20 RODS SOUTH OF THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION FOURTEEN (14) IN TOWNSHIP TWENTY-SIX NORTH OF RANGE ONE EAST OF THE WILLAMETTE MERIDIAN,

RUNNING THENCE WEST EIGHTY (80) RODS,

THENCE SOUTH TO THE COUNTY ROAD (POULSBO-PORT GAMBLE ROAD),

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Montclair Park Assisted Living and Memory Care Community)

THENCE FOLLOWING THE SAID COUNTY ROAD IN A NORTHEASTERLY DIRECTION TO THE SECTION LINE BETWEEN SECTION 13 AND SECTION 14;

THENCE NORTH TO PLACE OF BEGINNING;

AS SURVEYED LEGAL DESCRIPTION.

THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, WILLAMETTE MERIDIAN.

THENCE SOUTH 00°56'50" WEST A DISTANCE OF 330 86 FEET; THENCE NORTH 89°04'02" WEST A DISTANCE OF 1,054.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°04'02" WEST A DISTANCE OF 272.78 FEET

THENCE SOUTH 01"06'38" WEST A DISTANCE OP 911.99 FEET;

THENCE NORTH 81°34'50" EAST TO A 1,402 04 FOOT RADIUS CURVE LEFT, A DISTANCE OF 161.40 FEET; THENCE, A LENGTH OF 116.14 FEET ALONG THE ARC OF SAID CURVE, SAID CURVE HAVING A CHORD BEARING OF NORTH 79" 11'53" EAST AND A CHORD DISTANCE OF 116 11 FEET;

THENCE NORTH 01°06'38" EAST A DISTANCE OF 862.17 FM TO THE POINT OF BEGINNING:

SITUATE IN THE CITY OF POULSBO, COUNTY OF KITSAP, STATE OP WASHINGTON.

APN 142601-4-012-2007

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Mountain View, Emeritus at)

The Land referred to in this policy is described as follows:

A Leasehold Estate in and to the following described premises, as created by that certain Lease doted January 1, 1994 , as amended by Lease Amendment No. 1 to Ground Lease Agreement dated May 12, 1995, and by Lease Amendment No. 2 to Ground Lease Agreement, dated September 15, 1995 (Ground Lease), executed by Ashland Community Hospital Foundation, an Oregon nonprofit corporation, as Lessor, and Ashland Retirement Residence Limited Liability Company, an Oregon limited liability company, as Lessee, as referenced in the document entitled Memorandum of Ground Lease, which was recorded September 25, 1995, at 95-26985 for the term, upon and subject to all the provisions contained in said document, and in said lease:

Real property in the City of Ashland, County of Jackson, State of Oregon, described as follows:

COMMENCING AT THE NORTHWEST CORNER OF DONATION LAND CLAIM NO. 40 IN TOWNSHIP 39 SOUTH, RANGE 1 EAST, OF THE WILLMETTE MERIDIAN, JACKSON COUNTY, OREGON; THENCE SOUTH 00° 02' 57"1 WEST, ALONG THE WESTERLY LINE OF SAID CLAIM, 271.95 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD. (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD), FOR THE TRUE POINT OF BEGINNING; THENCE, CONTINUE SOUTH 00° 02' 5T WEST. 266.95 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD), FOR THE TRUE POINT OF BEGINNING; THENCE, CONTINUE SOUTH 00°02' 57" WEST, 256.95 FEET TO AN ANGLE POINT IN THE EASTERLY LINE OF TRACT “A” OF VOLUME 585, PAGE 35, JACKSON COUNTY, OREGON, DEED RECORDS; THENCE SOUTH 28° 10 13" EAST, ALONG SAID EASTERLY LINE AND THE EASTERLY LINE OF VOLUME 411, PAGE 113, SAID DEED RECORDS, 126.03 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE SOUTH 61° 41' 47" WEST, ALONG THE SOUTHERLY LINE OF SAID LATTER MENTIONED TRACT, 200.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF NORTH MAIN STREET; THENCE SOUTH 28° 10 13" EAST. ALONG SAID EASTERLY LINE, 296.20 FEET TO THE SOUTHWESTERLY CORNER OF LOT 1, BLOCK 13 IN THE CITY OF ASHLAND, ACCORDING TO THE OFFICIAL 1888 PLAT THEREOF, IN SAID JACKSON COUNTY; THENCE NORTH 61° 41' 47" EAST, ALONG THE SOUTHERLY LINE OF SAID LOT, 200,00 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE NORTH 28° 10' 13" WEST, ALONG THE EASTERLY LINE OF SAID LOT, 41.42 FEET; THENCE, LEAVING SAID EASTERLY LINE, NORTH 60° 59' 05" EAST, TO AND ALONG THE NORTHERLY LINE OF GLENNVIEW ESTATES, A PLANNED UNIT DEVELOPMENT TO THE CITY OF ASHLAND, 276.09 FEET TO THE AFOREMENTIONED SOUTHERLY RIGKT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD); THENCE, ALONG SAID SOUTHERLY LINE, ALONG THE ARC OF A 3407.87 FOOT RADIUS RAILROAD CURVE TO THE LEFT (THE LONG CHORD TO WHICH BEARS NORTH 42° 32' 36" WEST, 622.64 FEET), AN ARC DISTANCE OF 623.51 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF OREGON, BY AND THROUGH ITS DEPARTMENT OF TRANSPORTATION, AS DESCRIBED IN DOCUMENT NO 95-15462, OFFICAL RECORDS OF JACKSON COUNTY, OREGON.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Orchard Park Assisted Living and Memory Care)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CLEARLAKE, COUNTY OF LAKE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

Lying within Section 21, Township 13 North, Range 7 West, M.D.M., in the County of Lake, State Of California and within the lands of James W. Wilder, as described in a Deed recorded December 13, 1991, as Document Number 91-025446 of Official Records of Lake County, being Parcels One and Two, as shown on a map filed April 12, 1985 in Book 26 of Parcel Maps, at page 28, lake County Records, described as follows:

A portion of Parcels One and Two, as shown on the above mentioned Book 26 of Parcel Maps, at Page 28, more particularly described as follows:

BEGINNING at a point on the South line of said Parcel One, distant thereon South 89° 34' 30" East; 438.75feet from the Southwest corner thereof; thence parallel to the West line of said Parcel One, South 00° 54' 00" West, 55.08 feet; thence, South 89° 34' 30" East, 250.00 feet; thence parallel to the West line of said Parcel One, North 00° 54' 00" East, 430.00 feet to the South line of Bums Valley Road, said line being the South line of a 25 foot. Roadway and Public Easement as shown on said Parcel Map; thence along said South line of Bums Valley Road North 89° 34' 28" West, 250.00 feet to the Northeast corner of that certain parcel of land conveyed in the City of Clearlake, in a Deed recorded July 18, 1991, Document No. 91-014387, Official Records of Lake County; thence parallel to the West side of said Parcel One and continuous to last said City of Clearlake parcel South 00° 54' 00" West, 364.92 feet to the Point of Beginning.

Pursuant to Lot Line Adjustment No. 01-99, Recorded July 12, 1999 as Instrument No. 99-011880, Lake County Records.

APN: 010-026-420-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Palm Court, Emeritus at)

ALL that certain piece, parcel or lot of land, together with the improvements thereon, situate, lying and being in the Town of Hilton Head, In the County of Beaufort, State of South Carolina, and being shown and de-linea as Parcel 9 on a plat of subdivision of Tax Parcel No. 510-004-0027, Palmetto Hall Commercial Park for Greenwood Development Corporation by Hussey, Gay, Bell & DeYoung dated August 23, 1995, revised July 7, 1998, and being further shown and delineated as 5.177 acres on a plat prepared for Sterling House Corporation by Cox and Dinkins, Inc., dated August 9, 1998 and recorded in the Beaufort County Records in Pilat Book 66 at Page 193. For a more complete description as to courses, distances, metes and bounds, reference may be bad to the above stated plat of record.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Palm Village, Emeritus at)

ALL that certain piece, parcel or lot of land, lying and being an Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 12-13, Phase 1, Palmetto Hall Commercial Park, on a plat thereof entitled "Palmetto Ha1l Commercial Park Phase I, Lands of Greenwood Development Corporation, being a portion of the Palmetto Hall Commercial Tract, Hilton Head Island, Beaufort County, south Carolina for Greenwood Development Corporation," said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S #13169, said plat being dated February 23, 1998, and recorded In Plat Book 64 at Page 133, Beaufort County Records, on April 8, I998. For a more detailed description as to the courses and distances, metes and bounds” of the above mentioned parcel, reference is had to said plat of record.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(South Hill, Emeritus at)

(Parkway Village)

The West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East of the Willamette Meridian, in Spokane County, Washington;

EXCEPT the East 65 feet of the North 195 feet;

ALSO EXCEPT the West 100 feet of the East 165 feet of the North 204 feet;

ALSO EXCEPT 57th Avenue Right of Way;

ALSO EXCEPT that portion conveyed to Spokane County by Warranty Deed recorded October 9, 1997, under Auditor’s File No. 4149497;

Also described as follows;

That portion of the West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East, of the Willamette Meridian, more particularly described as follows:

COMMENCING at the center of said Section 3;

Thence North 89°38'40" East along the North line of the Southeast Quarter of said Section 3, a distance of 668.92 feet;

Thence South 00°13'34" East, a distance of 40.00 feet to the Southerly right of way line of East 57th Avenue and the Point of Beginning;

Thence continuing South 00°13'34" East along the Easterly line of JJ Land 3rd Addition as per plat recorded in Volume 20 of Plats, page 11, records of Spokane County, a distance of 622.06 feet to the intersection of the Northerly line of Rodeo Heights as per plat recorded in Volume 20 of Plats, page 87, records of Spokane County and said Easterly line of JJ Land 3rd Addition;

Thence North 89°34'58" East along said Northerly line of Rodeo Heights, a distance of 334.65 feet to the intersection of said Northerly line of Rodeo Heights and the Westerly line of Browne Park Addition as per plat recorded in Volume “1” of Plats, page 27, records of Spokane County;

Thence North 00°13'52" West along said Westerly line of Browne Park Addition, a distance of 466.70 feet;

Thence South 89°38'40" West, a distance of 65.00 feet;

Thence South 00°07'08" East, a distance of 9.00 feet;

Thence South 89°38'40" West, a distance of 100.04 feet;

Thence North 00°13'52" West, a distance of 164.00 feet to said Southerly right of way line of East 57th Avenue;

Thence South 89°38'40", West along said Southerly right of way line of East 57th Avenue and parallel to said Northerly line of the Southeast Quarter of Section 3, a distance of 169.53 feet to the True Point of Beginning;

Situate in the County of Spokane, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Plaza at Sun Mountain Independent and Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CL ARK, STATE OF NEVADA, AND IS DESCRIBED AS FOLLOWS:

Parcel I:

Lot One (1) as shown in File 88 of Parcel Maps, Page 83, in the Office of the County Recorder of Clark County, Nevada.

Parcel II:

Non-exclusive easements for ingress and egress of pedestrian and vehicular traffic as set forth in that certain document entitled “Agreement for Reciprocal Access Easement” recorded December 2, 2005, in Book 20051202, as Instrument No. 01981 of Official Records, Clark County, Nevada.

APN: 138-14-501-002

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Quail Hollow Memory Care Community)

A portion of Lots 2 and 3, Block 732, PLAT OF RICHLAND, according to the Plat thereof recorded in Volumes 6 and 7 of Plats, records of Benton County, State of Washington, being more particularly described as follows:

Commencing at the Southeast corner of said Block 732;

thence North 01°05'48" West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;

thence South 88°54'12" West along said right-of-way 410.93 feet to the True Point of Beginning:

thence leaving said right-of-way, South 01°05'48" East 378.96 feet;

thence South 88°54'12" West 278.90 feet;

thence North 01°05'48" West 181.18 feet;

thence South 88°54'12" West 32.72 feet;

thence North 01°05'48" West 53.93 feet;

thence North 88°54'12" East 180.05 feet;

thence North 01°05'48" West 143.86 feet to the Southerly right-of-way of Torbett Street;

thence North 88°54'12" East along said right-of-way 129.53 feet to the True Point of Beginning.

EXCEPT real property situated in Lots 2 and 3, Block 732, Plat of Richland, according to the plat thereof recorded in Volume 6 and 7 of Plats, records of Benton County, Washington, and being more particularty described as follows:

Commencing at the Southeast corner of said Block 732;

thence North 01°05'48" West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;

thence South 88°54'12" West along said right-of-way 410.93 feet;

thence leaving said right-of-way, South 01°05'48" East 378.96 feet;

thence South 88°54'12" West 276.90 feet;

thence North 01°05'48" West, 55.10 feet to the True Point of Beginning;

thence North 88°54'12" East, 49.07 feet;

thence North 01°54'48" West 180.00 feet;

thence South 88°54'12" West, 81.78 feet;

thence South 01°05'48" East, 53.93 feet;

thence North 88°54'12" East 32.72 feet;

thence South 01°05'48" East 126.08 feet to the True Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Arbor, Emeritus at)

Real property in the City of Rock Hill, County of York, State of South Carolina described as follows:

ALL THAT CERTAIN PIECE, PARCEL, OR LOT OF LAND, LYING AND BEING IN YORK COUNTY, STATE OF SOUTH CAROLINA, BEING LOCATED AT 1800 INDIA, HOOK ROAD, AND BEING MORE FULLY SHOWN AND DESIGNATED ON PLAT OF PROPERTY SURVEYED FOR SPRING ARBOR. ROCK HILL, A VIRGINIA LIMITED PARTNERSHIP, PREPARED BY FISHER-SHERER, INC, DATED SEPTEMBER 16, 1998, LAST REVISED JANUARY 14, 2004, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-255 AT PAGE 7, AND HAVING THE FOLLOWING METES AND BOUNDS, TO-WIT:

BEGINNING AT A P.K. NAIL LOCATED AT THE INTERSECTION OF THE CENTERLINES OF THE RIGHTS-OF-WAY OF INDIA HOOK ROAD AND STRATFORD LANE, SAID POINT BEING THE POINT OF COMMENCEMENT (P.O.C.), AND RUNNING THEREFROM N 25°57'08" E FOR A DISTANCE OF 44.51' TO A 3/4" REBAR THAT IS THE POINT OF BEGINNING (P.O.B); THENCE RUNNING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 30°02'00"W FOR A DISTANCE OF 324.99' TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 29°48'15" W FOR A DISTANCE OF 23.50' TO A 5/8" PIN THENCE TURNING AND RUNNING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 20.00" AN ARC DISTANCE OF 31.50' AND A CHORD BEARING OF N 14 46'38" E AND A CHORD DISTANCE OF 28.34' TO A 5/8" PIN; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF OILWORTH LANE N 59°58'31" E FOR A DISTANCE OF 27.59' TO A 5/8" PIN, THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00', AN ARC DISTANCE OF 32.19' AND A CHORD BEARING OF N 67°50'33" E AND A CHORD DISTANCE OF 32.10" TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT OF WAY OF DILWORTH LANE N 75°14'01" E FOR A DISTANCE OF 163.28" TO A 5/8" PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00" AN ARC DISTANCE OF 157.27 AND A CHORD BEARING OF S.67°10'57" E AND A CHORD DISTANCE OF 146.26" TO A 5/8" PIN SET; THENCE TURNING AND RUNNING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC, DB 2069 AT PG. 123, S 10°10'01" E FOR A DISTANCE OF 203.73" TO A 1/2" PIN; THENCE TURNING AND CONTINUING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., O8 2069 AT PG. 123' N 59°46'22" E FOR A DISTANCE OF 74.90" TO A 3/4" REBAR; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC, DB 2069 AT PG. 123, S 30°13'44" E FOR A DISTANCE OF 240.01" TO A 1/2" PIPE; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC. DB 2069 AT PG. 123, S 59°46'15" W FOR A DISTANCE OF 119.07' TO A 1/2" REBAR, THENCE TURNING AND RUNNING ALONG THE PROPERTY OF MICHAEL A BAILEY AND LINDA M. BAILEY N 30°12'48" W FOR A DISTANCE OF 240.04" TO A 1/2" REBAR, THENCE TURNING AND CONTINUING WITH SAID BAILEY PROPERTY S 59°48'32" W FOR A DISTANCE OF 281.66' TO THE POINT OF BEGINNING.

TOGETHER WITH AN EASEMENT FOR THE NATURAL FLOW OF ANY ON-PREMISE STORM WATER RUNOFF FROM THE WITHIN DESCRIBED TRACT ONTO THE ADJACENT TRACT FORMERLY OF JOHN J. RAGIN, LOUISA R. DILES, VICTORIA R. LIDDLE, AND W.S. RAGIN, SUBJECT TO THE CONDITIONS AND AS MORE PARTICULARLY SET FORTH IN THOSE CERTAIN DEEDS RECORDED ON JUNE 14, 1994, AT RECORD BOOK 1029, PAGES 202-208, AND AS MODIFIED BY THE FOLLOWING: AGREEMENT AND MODIFICATION OF EASEMENT BY JOHN J. RAGIN AND LOUISA R. DILLS DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 318; AGREEMENT AND MODIFICATION OF EASEMENT BY W. S. RAGIN DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 321; AND AGREEMENT AND MODIFICATION OF EASEMENT BY VICTORIA R. LIDOLE DATED DECEMBER 19, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 324, IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY, SOUTH CAROLINA.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sunrise Creek Assisted Living and Memory Care Community)

Tracts G1 and G2

Sunrise Creek II Filing No. 2,

County of Montrose,

State of Colorado

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Main Street, Emeritus at)

(Terrace at Bluegrass)

Land in Sumner County, Tennessee, being Lot Nos. 3A and 3B on the Plan of Final Plat of the Resubdivision of Lot No. 3 of Cash Subdivision of record in Plat Book 17, Page 320, in the Register’s Office for Sumner County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.

Being the same property conveyed to BRE/SW Bluegrass Terrace LLC, a Delaware limited liability company, by deed from Stayton SW Assisted Living, L.L.C., an Oregon limited liavility company, recorded in Record Book 3316, page 95, in the Register’s Office for Sumner County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cottages of Albequerque, The)

(The Cottages)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF BERNALILLO, STATE OF NEW MEXICO AND IS DESCRIBED AS FOLLOWS:

Lot numbered Eleven-A (11-A), Tract A, Holiday Park, Unit Eleven (11), Albuquerque, New Mexico, as the same is shown and designated on the plat thereof, filed in the office of the County Clerk of Bernalillo County, New Mexico, on August 23, 1995 in Vol. 95C, folio 320.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Heritage, The)

N. 24° 13' 17" W. for 133.28' to a3/4 x 30" rebar; thence N. 6° 16' 32" W. for 760.35' to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc. as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.

Said tract or parcel of land has been determined by a survey to be described as follows:

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly described as follows:

Beginning at an iron pin set at the southernmost corner of a certain tract or parcel owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49' 22" W. for 427.54 feet to an iron pin found; thence N. 59° 35' 12" W. for 193.01 feet to an iron pin set thence N. 58° 02' 00" W. for 392.81 feet to a capped pin found; thence N. 39° 43' 37" E. for 130.72 feet to a capped pin found; thence N. 03° 11' 14" W. for 95.31 feet to a capped pin found southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49' 26" E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to an iron pin set at a common corner of said Maplewood and Heritage parcel; thence running with four calculated lines as follows: N. 76° 19' 54" E. for 212.82 feet to a point; thence N. 64° 33' 31" E. 148.34 feet to a point; thence N. 6° 13' 05" E. for 124.67 feet to a point; thence S. 90° 00' 00" W. for 177.21 feet to an iron pin set thence along the easternmost boundary line of the Heritage, Inc. S. 22° 35' 23" E. for 834.89 feet to a capped pin found; thence leaving said property line S. 60° 11' 37" W 561.17 feet to the place of beginning, and containing 16.81 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.

Together with the easement for ingress to and egress from said tract or parcel of land excepted and reserved by The Heritage, Inc. in a Deed to Maplewood Community, Inc. dated March 25, 1998 and of record in the office of the Clerk of the County Commission of Harrison County, West Virginia, in Deed Book No. 1297, at page 1160.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Heritage, The)

FIRST TRACT

All that certain tract or parcel of land situate near Bridgeport, in Simpson District, Harrison County, West Virginia, as depicted on a plat of survey prepared In August 1999 by Hornor Brothers Engineers of record in the office of the Clerk of the County Commission of Harrison County, West Virginia and incorporated herein by reference, which tract of land is more particularly described as follows:

Beginning at a 3/4" rebar found at the southernmost corner of a certain tract or parcel of land owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49' 22" W. for 427.54 feet to a 3/4" x 30" rebar set with cap; thence N. 59° 35' 12" W. for 193.01 feet to a 3/4" x30" rebar set with cap; thence N. 58° 02' 00" W. for 392.81 feet to a 3/4" x 30" rebar set with cap; thence N. 39° 43' 37" E. for 130.72 feet to a point 3 feet east of a fence post; thence N. 03° 11' 14" W. for 95.31 feet to a rebar found at the southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49' 28" E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to a 3/4" rebar found at a common corner of said Maplewood and Heritage parcel; thence S. 24° 13' 17" E. for 890.25 feet along the westerly line of a certain tract or parcel owned by The Heritage, Inc. to the point of beginning, containing 5.58 acres.

SECOND TRACT

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, containing 11.23 acres, more or less, and being more particularly described as follows:

Beginning at a point along U.S. Route 50, said point being the northeasternmost corner of the property of The Heritage, Inc.; thence along the easternmost boundary line of The Heritage, Inc. S. 27° 03' E. 1,337.62 feet to a point; thence leaving said property line S. 55° 44' W. 561.17 feet to a point; thence N. 28° 39' W. 1,023.53 feet to a point; thence; N. 11° 28' W. 775.35 feet to a point along U.S. Route 50; thence along U.S. Route 50 S. 74° 15' E. 507.38 feet to a point, the place of beginning.

Excepting therefrom, that tract of land described below:

TRACT I: Beginning at a 3/4" x 30" rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47' 23" E. for 507.38' to a tract spike at the northeast corner of said 19.52 acre tract thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35' 23" E. for 502.73' to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:

S. 90° 00' 00" W. for 177.21' to a point thence S. 6° 13' 05" W. for 124.62' to a point; thence S. 64° 33' 31" W. for 148.34' to a point; thence S. 76° 19' 54" W. for 212.84' to a 3/4" x 30" rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Oaks, Emeritus at)

Lot 1, Block 2, Vintange Hill First Addition to the City of Wayne, Wayne County, Nebraska; and Lot 20, Block 5, Vintange Hill 2nd Addition to the City of Wayne, Wayne County, Nebraska.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Bellevue Place, Emeritus at)

(Waterford in Bellevue)

Land in Davidson County, Tennessee, being Lot No. 3 on the Plan of Resubdivision of Lots 9 and 10, Bellevue Professional Park of record in Book 9700, page 782, in the Register’s Office for Davidson County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.

Being the same property conveyed to BRE/SW Waterford in Bellevue LLC, by deeds recorded as Instrument Nos. 20100823-0066480, 20100823-0066481 and 20100823-00066482, in the Register’s Office of Davidson County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Willows Assisted Living and Memory Care Community, The)

Being Lot One (1), of the Replat of Lot 1-B of POST OAK CROSSING, an Addition to the City of Sherman, Texas, as shown by Plat of record in Volume 10, Page 13, Plat Records, Grayson County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Woodstock Estates, Emeritus at)

All that tract or parcel of land lying and being in Land Lot 1212 of the 15th District 2nd Section, Cherokee County, Georgia, and being more particularly described as follows:

To find the true point of beginning, begin at the point of intersection of the West right of way line of Professional Parkway (formerly known as Tucker Road) (a 60' right of way) with the North right of way line of Stockwood Drive (a 50-foot right of way); run thence northerly along the West right of way line of Professional Parkway a distance of 317.74 feet to a point, which is the true place or point of beginning; from said beginning point as thus established, run thence leaving said right of way North 88 degrees 49 minutes 03 seconds West a distance of 514.37 feet to a point; run thence North 26 degrees 01 minutes 17 seconds East a distance of 214.28 feet to a point; run thence North 19 degrees 26 minutes 10 seconds West a distance of 98.56 feet to a point; run thence North 68 degrees 22 minutes 16 seconds East a distance of 99.39 feet to a point run thence South 89 degrees 17 minutes 36 seconds east a distance of 141.46 feet to a point on the West right of way line of Professional Parkway; run thence South and Southeast along the West right of way line of Professional Parkway, and following the arc of a curve to the left, having a radius of 205.00 feet, and a chord of South 24 degrees 31 minutes 48 seconds East 112.81 feet, an arc distance of 114.28 feet to a point; run along said right of way line South 40 degrees 30 minutes 00 seconds East a distance of 216.68 feet to a point; continue thence southeast along said right of way line„ and following the are of a curve to the right, having a radius of 146.31 feet and a chord bearing South 26 degrees 26 minutes 55 seconds East 71.05 feet, an arc distance of 71.77 feet to a point; which is the true place or point of beginning.

Together with land contained Easement Agreement from Pierce Neese R. Max Stancil and Steven L. Stancil to Kramer Holdings, Inc., dated 12/13/1995, recorded in Deed Book 2256 Page 114, Cherokee County, Georgia Records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cordova, Emeritus at)

Land situated in Shelby County, Tennessee:

Part of the Applingwood Planned Development (P.D. 88-321CC) situated in Shelby County, Tennessee:

Commencing at the tangent intersection of the southwest R.O.W. line of Appling Road (108 foot R.O.W.) with the northwest dedicated R.O.W. line of Dexter Grove Drive (68 foot R.O.W. - not improved); thence South 48 degrees 19 minutes 56 seconds West along said northwest line 17.08 feet to a point of curve; thence Southwestwardly, along said northwest line, along a curve to the left having a radius of 859.00 feet (central angle - 14 degrees 07 minutes 23 seconds, chord bearing - South 41 degrees 16 minutes 18 seconds West. chord distance - 211.20) an are distance of 211.74 feet to a point; thence South 34 degrees 12 minutes 36 seconds West - 56.37 feet to a point in the north line of the Shelby County Conservation Board property (Book 5529 - Page 4, Shelby County Register’s Office - S.C.R.O); thence South 89 degrees 21 minutes 47 seconds West along said north line 4.65 feet to the true Point of Beginning, thence continuing along the north line of said Shelby County property South 89 degrees 21 minutes 47 seconds West - 647.03 feet to a point in the east line of Bridgewater Subdivision (Plat Book 10, Page 50 S.C.R.O.); thence along said east line North 00 degrees 45 minutes 40 seconds West - 47.35 feet to a point being the northeast corner of Lot 100, Bridgewater Subdivision; thence North 00 degrees 29 minutes 24 seconds West - 149.61 feet to a point being the northeast corner of Lot 101, Bridgewater Subdivision; thence North 00 degrees 40 minutes 49 seconds West along said east line 191.60 feet to a point; thence North 90 degrees 00 minutes 00 seconds East - 300.38 feet to a point of curve; thence Northeastwardly along a curve to the left having a radius of 149.94 feet (central angle - 22 minutes 49 minutes 47 seconds; chord bearing - North 78 degrees 35 minutes 07 seconds East; Chord distance - 59.35 feet) an arc distance of 59.74 feet to a point; thence South 36 degrees 39 minutes 53 seconds East - 490.05 feet to the Point of Beginning.

Together with Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FT 4121, as amended by Amended and Restated Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FU 6982, both recordings in the Register’s Office of Shelby County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Crown Pointe)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

LOT 1 OF TRACT NO. 29338, AS SHOWN BY MAP ON FILE IN BOOK 152, PAGES 25 AND 26 OF MAPS, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

Assessor’s Parcel Number: 111-150-022

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(River Road Assisted Living Residence)

Parcel 1:

Lots 12, 13 and 14, FIR DALE, in the City of Keizer, County of Marion and State of Oregon.

Save and except that portion conveyed to Marion County by deed recorded July 3, 1982 in Reel 267, Page 1115.

Parcel 2:

Beginning at a point in the middle of River Road, said point being 3954.93 feet South from the Northeast corner of Donation Land Claim of T. D Keizer, et ux, in Township 7 South, Range 3 West of the Willamette Meridian in Marion County, Oregon, and running thence South 0 ° 50' East along the center line of said River Road 100 feet; thence South 89 ° 56' East 230 feet; thence North 0 ° 50' West parallel to the center line of said River Road 100 feet; thence North 89 ° 56' West 230 feet to the place of beginning.

Save and except that portion conveyed to Marion County, a political subdivision of the State of Oregon, recorded January 7, 1981 in Reel 237, Page 1675.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Windfield Village Retirement and Residential Care Community)

Parcel 2, PARTITION PLAT NO. 1990-114, in the City of Wilsonville, County of Clackamas and State of Oregon.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached]

Exhibit A-3

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 3

656

Absaroka

2401 Cougar Ave

Cody

WY

HCP SH ELP3 Properties, LLC

46

[***]

46-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

530

Apple Ridge

1640 South Quebec Wy

Denver

CO

HCP SH ELP1 Properties, LLC

66

[***]

66-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

557

Cambridge Place

1104 Sixth Ave N

Great Falls

MT

HCP SH ELP3 Properties, LLC

61

[***]

61-unit independent living and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

633

Carriage Inn

401 Northshore Blvd

Portland

TX

HCP SH ELP3 Properties, LLC

110

[***]

94-unit independent living, 16-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

575

Cedar Ridge

10107 S Garnett Rd

Broken Arrow

OK

HCP SH ELP3 Properties, LLC

62

[***]

5-unit cottage, 45-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

590

Century Fields

181 South 5Th St

Lebanon

OR

HCP SH ELP3 Properties, LLC

92

[***]

9-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

552

Champlin Shores

119 Hayden Lake Rd

Champlin

MN

HCP SH ELP3 Properties, LLC

133

[***]

119-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

586

Chestnut Lane

1219 NE 6Th St

Gresham

OR

HCP SH ELP3 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

550

Culpepper Place

2121 New Holt Rd

Paducah

KY

HCP SH ELP3 Properties, LLC

61

[***]

61-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

639

Dry Creek

818 E Mountain View Ave

Ellensburg

WA

HCP SH ELP3 Properties, LLC

75

[***]

5-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

591

Hillside

300 NW Hillside Parkway

Mcminnville

OR

HCP SH ELP1 Properties, LLC

324

[***]

138-unit independent living, 99-unit cottage, 47-unit assisted living care, 20-unit Alzheimer’s care, 20-unit skilled nursing facility and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

539

Lake Pointe

45 E Walnut St

Hartwell

GA

HCP SH ELP3 Properties, LLC

34

[***]

21-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

609

Laurel Gardens

1938 Mountain Laurel Ct

Florence

SC

HCP Senior Housing Properties Trust

61

[***]

51-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

651

Legacy Gardens

1601 Wheeler Rd

Madison

WI

HCP SH ELP1 Properties, LLC

62

[***]

62-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

625

Medallion

12400 Preston Rd

Dallas

TX

HCP SH ELP3 Properties, LLC

101

[***]

77-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

641

Moses Lake

8425 Aspi Blvd

Moses Lake

WA

HCP SH ELP3 Properties, LLC

74

[***]

4-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

533

Mountain Laurel

1177 Hebron Ave

Glastonbury

CT

HCP SH Mountain Laurel, LLC

81

[***]

63-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

548

Northpark Place

2562 Pierce St

Sioux City

IA

HCP SH ELP3 Properties, LLC

106

[***]

48-unit independent living, 58-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

652

Oakridge

5625 Sandpiper Dr

Stevens Point

WI

HCP SH Oakridge, LLC

147

[***]

56-unit independent living, 75-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

592

Osprey Court

320 SW Hill Rd

Mcminnville

OR

HCP SH ELP3 Properties, LLC

31

[***]

31-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

595

Oswego Springs

11552 SW Lesser Rd

Portland

OR

HCP SH ELP3 Properties, LLC

68

[***]

68-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

561

Park Avenue Estates

1811 Ridgeway Dr

Lexington

NE

HCP SH ELP1 Properties, LLC

76

[***]

23-unit independent living, 53-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

596

Park Place OR

8445 SW Hemlock St

Portland

OR

HCP SH ELP1 Properties, LLC

112

[***]

112-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

538

Peachtree Village GA

199 W West Gary Rd

Commerce

GA

HCP SH ELP3 Properties, LLC

54

[***]

12-unit cottage, 27-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

629

Plaza on the River

135 Plaza Dr

Kerrville

TX

HCP SH ELP1 Properties, LLC

245

[***]

143-unit independent living, 38-unit assisted living care, 64-unit skilled nursing facility and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

600

Rose Valley

33800 SE Frederick St

Scappoose

OR

HCP SH ELP3 Properties, LLC

64

[***]

64-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

665

Rose Valley Cottages

33800 SW Fredrick St

Scappoose

OR

HCP SH ELP3 Properties, LLC

15

[***]

15-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

566

Sandia Springs

1000 Riverview Dr Se

Rio Rancho

NM

HCP SH ELP3 Properties, LLC

113

[***]

12-unit cottage, 84-unit assisted living care, 17-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

597

Sellwood Landing

8517 SE 17Th Ave

Portland

OR

HCP SH Sellwood Landing, LLC

89

[***]

89-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

640

Spring Estates

7221 NE 182nd St

Kenmore

WA

HCP SH ELP3 Properties, LLC

92

[***]

72-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

670

Spring Meadow Cottages

1357 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

28

[***]

28-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

667

Spring Meadow Retirement

1357 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

122

[***]

122-unit independent living and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

543

Spring Mountain

1790 Powder Springs Rd SW

Marietta

GA

HCP SH ELP3 Properties, LLC

57

[***]

44-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

584

Spring Pointe

1400 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

56

[***]

56-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

585

Spring Village

1420 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

82

[***]

12-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

545

Stone Mountain

1745 Parke Plaza Cir

Stone Mountain

GA

HCP SH ELP1 Properties, LLC

40

[***]

30-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

657

Sugarland Ridge

1551 Sugarland Dr

Sheridan

WY

HCP SH ELP1 Properties, LLC

67

[***]

12-unit cottage, 55-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

541

Sweetwater Springs

1600 Lee Rd

Lithia Springs

GA

HCP SH ELP1 Properties, LLC

54

[***]

36-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

546

Terrace at Woodstock

756 Neese Rd

Woodstock

GA

HCP SH ELP3 Properties, LLC

72

[***]

58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

468

Villa Del Rey Retirement

2801 N Kentucky Ave

Roswell

NM

HCP SH ELP1 Properties, LLC

131

[***]

131-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

562

Willow Ridge

1500 East 11th St

Mc Cook

NE

HCP SH ELP1 Properties, LLC

91

[***]

57-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

Total Lease Pool 3 (41 Properties)

3,434

14 Years

10 Years

9 Years

[***]

[***]

Lease Pool 3 Potential Facility*

589

Eldorado Heights

2130 N Eldorado Ave

Klamath Falls

OR

HCP SH Eldorado Heights, LLC

60

[***]

60-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

* The foregoing facility listed under the heading “Lease Pool 3 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A

LEGAL DESCRIPTION
(Absaroka, Emeritus at)

Lot 18, Deer Haven Addition to the City of Cody, according to the official plat filed May 6, 2002 in Book G of Plats, at page 81, Park County, Wyoming.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Highline, Emeritus at)

(Apple Ridge)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ARAPAHOE, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Parcel A:

Lot 1,

Skyview Village Subdivision Filing No. 2,

County of Arapahoe,

State of Colorado.

Parcel B:

Non-exclusive easement for pedestrian and vehiclular access as set forth and more fully described in that certain Driveway Easement and Maintenance Agreement recorded February 17, 2004 at Reception No. B4028351,

County of Arapahoe,

State of Colorado.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cambridge Place, Emeritus at)

Lots 1, 2, 3, 4, 5, 6 and 7, of Certificate of Survey 3017 filed July 26, 1994, located in Lots 1, 2, 3, 4, 5, 6 and 7, Block 180, GREAT FALLS WATER POWER AND TOWNSITE COMPANY’S FIRST ADDITION to Great Falls, Townsite, Cascade County, Montana.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Carriage Inn, Emeritus at)

Lot One (1), Block Fifteen (15), NORTH SHORE UNIT THREE (3), an Addition to the Town of Portland in San Patricio) County, Texas, as shown by map or pint of same recorded under County Clerk’s File No. 343755 Real Property Records of San Patricio County, Texas, and in Envelope A-46, Tube 32-3, Map Records of San Patricio County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cedar Ridge, Emeritus at)

TRACT 1

Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE II, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.

TRACT 2

Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Century Fields, Emeritus at)

The Land referred to in this policy is described as follows:

Parcel 1 of Partition Plat No. 2004-74, recorded December 29, 2004 in the Record of Partition Plats for Linn County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Champlin Shores Assisted Living)

The West 387.85 feet of the East 520 35 feet of the South 445,5 feet of the Southwest Quarter of the Southwest Quarter of Section 19, and the North 220.5 feet of the South 445 5 feet of the West 113 9 feet of the East 634 25 feet thereof, and the North 33 feet of the South 478 5 feet of the West 341 81 feet of the East 634.25 feet thereof, except the Southerly 33 00 feet for road purposes, Section 19, Township 120, Range 21, Hennepin County, Minnesota.

Abstract Property

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chestnut Lane Assisted Living Community)

TRACT 1:

Parcel 2, PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.

EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249227.

ALSO EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249228.

TRACT 2:

A Private fire land easement over the Westerly portion of Parcel 3 as set forth on PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Culpepper Place Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF McCRACKEN, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:

Real Property

Legal Description

Real property in the City of Paducah, County of McCracken, State of Kentucky, described as follows;

Being a 5.6197 acre tract, depicted as Tract A, on the Waiver of Subdivision Plat for Paducah Assisted Living, LLC, of record in Plat Section L, Page 1720, in the McCracken County Court Clerk’s Office.

Being in all respects the same property conveyed to BRE/SW CULPEPPER PLACE, LLC, by the following deeds:

1.Deed from SWP’s Culpepper Place, LLC, dated July 27, 2010, of record in Deed Book 1202, page 9, McCracken County Clerk’s Office;

2.Deed from Baxter’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 18, aforesaid clerk’s office;

3.Deed from Evonuk’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 27, aforesaid clerk’s office;

4.Deed from Levine’s Culpepper Place, LLC, dated August 5, 2016, of record in Deed Book 1202, page 36, aforesaid clerk’s office;

5.Deed from Yudess’ Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 46, aforesaid clerk’s office;

6.Deed from Parrish’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 55, aforesaid clerk’s office; and

7.Deed from Stayton SW Assisted Living LLC, et al., by deed dated August 5, 2010, of record in Deed Book 1201, page 742, aforesaid clerk’s office.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Dry Creek Assisted Living Community)

The Land referred to herein below is situated in the County of Kittitas, State of Washington, and is described as follows:

Lot 2, of BETH-EL CHRISTIAN SHORT PLAT, Short Plat No. CSP 82-05, recorded July 26, 1981, in Book B of Short Plats, page 60, under Auditor’s File No. 463030, records of Kittitas County, State of Washington; being a portion of Section 12, Township 17 North, Range 18 East, W.M., in the County of Kittitas, State of Washington.

Tax Parcel No: 17-18-12052-0006 (796636)

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hillside Assisted Living, Terrace at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Assisted Living, Terrace at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hillside Memory Care, Courtyard at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Memory Care, Courtyard at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community, Garden Cottages at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community, Garden Cottages at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Manor at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Manor at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Traditions at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Traditions at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside, Village at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside, Village at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Pointe Assisted Living and Memory Care Community)

All that tract or parcel of land lying, situate and being located in the County of Hart, State of Georgia, and being more particularly described as follows:

BEGINNING at a nail and cap at the intersection of the Southern Right-of-Way of Walnut Street, said nail and cap being the POINT OF BEGINNING; thence as the Right-of-Way of Walnut Street, South 08 degrees 03 minutes 31 seconds East, 175.08 feet to an open top pipe; thence leaving the Right-of-Way of Walnut Street, South 81 degrees 48 minutes 47 seconds West, 5.55, feet to a %4 rebar; thence South 81 degrees 55 minutes 55 seconds West, 221.63 feet to a %4 rebar; thence South 81 degrees 56 minutes 10 seconds West, 159.99 feet to an open top pipe; thence North 08 degrees 03 minutes 20 seconds West, 175.03 feet to an open top pipe on the Southern Right-of-Way of East Johnson Street; thence as the Right-of-Way of East Johnson Street, North 81 degrees 55 minutes 31 seconds East, 387.16 feet to the POINT OF BEGINNING.

Said parcel contains 1,556 acres.

And being the same property also described as follows:

All that tract or parcel of land, situate, lying and being in the City of Hartwell, 1112th District, G.M., Hart County, Georgia, and particularly described on a Plat entitled “Survey for: Thomas Bailey” by Dean H. Teasley, Surveyor, dated June 13, 1990, recorded at Plat Book 2-D, Page 272, in the Office of the Clerk of Superior Court of Hart County, Georgia, which said Plat is hereby incorporated into this description by reference and made a part hereof and subject lot being bounded now or formerly and generally as follows; Northeasterly by the Right-of-Way of Walnut Street; Southeasterly by land of Ethridge and land of Russell; Southwesterly by property of Powell and Northwesterly by the Right-of-Way of East Johnson Street.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Laurel Gardens, Emeritus at)

All that certain piece, parcel or lot of land lying and being in the County of Florence, State of South Carolina and being more fully shown and designated on a Plat of an ALTA / ASCM Land Title Survey prepared for Florence Gardens, LLC, a Georgia Limited Liability Company, Matrix Florence Holding, LLC a Georgia Limited Liability Company, Colonial Bank, Capstone Capital Corporation and Chicago Title Insurance Company by Engineering Consultants, Inc.” dated May 9, 1997, revised August 21, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 68 at page 482, and having the following metes and bounds, to wit

“Beginning at an iron pin found (5/8” rebar) on the northernmost corner of the property and noted as the point of beginning (POB) located S 17°48 16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Reber), thence turning and running around a curve to the left with an are length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along the right of way of Mountain Laurel Court to an iron pin found (5/8” rebar); thence turning and running S 17°48’10”W for a distance of 299 12 feet along the property of the Pee Dee Development Company, LLC to an iron pin found (5/8” rebar); thence continuing S 17°48’10”W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to a calculated point (5/8”); thence turning and running N 85°25’10”W for a distance of 350 98 feet along properties of Hampton and Warner to a calculated point: thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar); thence continuing N 17°48’16”E for a distance of 369 46 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar) being the point of beginning and containing 2.82 acres”

Also

A permanent exclusive easement appurtenant to the property above described for purposes of construction, installation, maintenance and utilization of signage over and across that certain two hundred (200) square foot area designated as “Sign Easement Area” on that certain Plat prepared for Pee Dee Development Company, LLC by Engineering Consultants, Inc. dated November 20, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 66 at page 138 The servient estate constituting this sign easement area is more particularly described in the aforementioned Plat to which further reference is craved for a more complete and accurate description.

Also, Together With.

Reserving unto the Grantor and Grantee nevertheless, a permanent, non-exclusive easement for purposes of ingress and egress over and across the property described above and appurtenant to the property of the Grantor more particularly described as follows:

All that certain piece, parcel or lot of land, situate, lying and being in the County of Florence, State of South Carolina containing 2.82 acres as know as Tract “A” as shown on that certain Plat prepared for Pee Dee Development Company LLC by Engineering Consultants, Inc. to be dated November 25, 1997 and recorded m the office of the Clerk of Court for Florence County in Plat book 66, page 293-A, more particularly described as follows: Beginning at an iron pin set (5/8” rebar) on the northernmost corner of the property located S 17°18’16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Rebar), thence turning and running around a curve to the left with an arc length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along property of Pee Dee Development Company, LLC described above to an iron pin set (5/8” rebar), thence turning and running S 17°48’10” W for a distance of 299.12 feet along the property of the Pee Dee Development Company, LLC to an iron pin set (5/8” rebar); thence continuing S 17°48’10’’W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to an iron pin set (5/8”), thence turning and running N 85°25’10”W for a distance of 350.98 feet along properties of Hampton and Warner to a point; thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (disturbed/reset) (5/8” rebar); thence containing N 17°48’16”E for a distance of 369.46 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (5/8” rebar) being the point of beginning”

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Legacy Gardens Assisted Living Community)

Lot 2, and a portion of Lot 1, Certified Survey Map 6649, In the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most Westerly corner of said Certified Survey Map 6649; thence North 42°03’46” East, 289.35 feet to the most Westerly corner of Lot 2 of said Certified Survey Map 6649; thence South 47° 56’14” East, 213.00 feet; thence South 42° 03’46” West, 289.35 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.  All part of Certified Survey Map 6649, recorded in Vol. 32 of Certified Survey Maps, page 335, as #2321134.

Also more particularly described as follows:

Beginning at the Westerly most corner of said Lot 1; thence North 42° 03’46” East, 497.59 feet; thence 75.05 feet along the arc of a curve to the left having a radius of 605.90 feet and a long chord subtended bearing South 78° 19’35” East, 75.01 feet; thence South 18° 43’12” East, 169.92 feet; thence South 42° 03’46” West, 452.59 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Preston, Emeritus at)

(Medallion)

BEING Lot 7, Block A/7451, of PRESTON-TURNER WAY ADDITION, an Addition to the City of Dallas, Dallas

County, Texas, according to the Plat thereof recorded in Volume 94204, Page 5495, of the Plat Records of Dallas

County, Texas, and being more particularly described by metes and bounds as follows:

BEING a tract of land situated in the Thomas Dykes Survey, Abstract No. 405, Dallas County, Texas, and being part of the City of Dallas Block No. 7451 and being more particularly described as follows:

BEGINNING at a 1/2 inch iron rod set at the intersection of the East line of Preston Road and the South line of Turner Way,

THENCE North 89 degrees 34 minutes 00 seconds East, along said South line, 325.05 feet to a 3/8 inch iron rod found for corner;

THENCE South 00 degrees 06 minutes 36 seconds West, 408.38 feet to a 3/8 inch iron rod for corner and the North line of Churchill Way;

THENCE South 89 degrees 08 minutes 37 seconds West, along said North line, 225.00 feet to a 1/2 inch iron rod set for corner;

THENCE North 48 degrees 08 minutes 11 seconds West, continuing along the street Right-of-Way 1.68 feet to a 1/2 inch iron rod set for corner;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Preston, Emeritus at)

(Medallion)

THENCE South 88 degrees 51 minutes 45 seconds West, continuing along the North line of Churchill Way, 38 72 feet to a 1/2 inch iron rod set for corner,

THENCE in a Northwesterly direction continuing along the street Right-of-Way with a curve to the right, said curve having a central angle of 91 degrees 31 minutes 06 seconds and a radius of 60.00 feet, an arc distance of 95.84 feet to a 318 inch iron rod found for corner,

THENCE North 00 degrees 18 minutes 47 seconds East, along the East line of Preston Road, 348.58 feet to the PLACE OF BEGINNING and containing 3.042 acres (132,513.148 sq ft.) of land, more or less.

NOTE; COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Moses Lake Assisted Living Community)

Lots 1 through 6, Sun Basin Planned Unit Development Major Plat. according to the plat thereof recorded in Volume 26 of Plats, pages 85 through 67, records of Grant County, Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Mountain Laurel Senior Living Community)

4.	The Land referred to in this policy is described as follows:
	Address:	1175 & 1177 Hebron Ave. (Units 2 & 3)
	City/Town:	Glastonbury
	County:	Hartford
	State:	CT
	Unit Nos.:	2 and 3
	CIC:	Glastonbury Health Care Center

All those certain pieces or parcels of land, together with any improvements thereon, located in the Town of Glastonbury, County of Glastonbury and State of Connecticut, consisting of Units Two and Three of Glastonbury Heath Care Center, a Condominium, together with an undivided interest in the common elements being more particularly designated and described in that certain Declaration of Condominium dated as of June 30, 1997 and recorded in Volume 1095 at Page 39 of the Glastonbury Land Records; as amended by that certain First Amendment dated June 23, 1999 and recorded in Volume 1278 at Page 58 of the said Land Records; as further amended by that certain Second Amendment dated July 12, 2000 and recorded in Volume 1362 at Page 277 of the said Land Records.

Together with the easements set forth in said Declaration, as amended.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Northpark Place, Emeritus at)

Lots 1 to 12, inclusive, in Block 3, and the vacated North/South alley located in Block 3, Higman’s Pierce St Addition to Sioux City, in the County of Woodbury and State of Iowa

Parcel Number 251415/GIS No. 8947 21 133 001

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oakridge Senior Living Community)

Lot 2 of Portage County Certified Survey Map No. 7458-27-138, as recorded in Volume 27 of Surveys, page 138, being part of CSM 7080, all of Outlot 2, CSM 7108, all of CSM 7238, being part of the SW 1/4 of the SW 1/4 of Section 25, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin,

AND

Lot 2 of Portage County Certified Survey Map No. 7294-26-224, as recorded in Volume 26 of Surveys, page 224, being all of Lots 1 and 2, Parkdale Subdivision, being part of CSM 7102, part of the NW 1/4 of the NW 1/4 of Section 36, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin.

FOR INFORMATIONAL PURPOSES ONLY:

Tax Key No.: 281-24-0825330008

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Osprey Court Memory Care Community)

Parcel 3, PARTITION PLAT NO. 2000-32, recorded August 3, 2000, as Instrument No. 200011059, Records of Partition Plats, in the City of McMinnville, County of Yamhill and State of Oregon.

TOGETHER WITH an easement for access over Parcel 1 of said partition, as shown thereon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oswego Springs Assisted Living Facility)

PARCEL I:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willarnctte Meridian, in the County of Multnomah and State of Oregon, described as follows:

BEGINNING at the Southwest corner of the East half of this Northwest quarter of said Section 31, said point being in the center line of County Road No. 980 (Lesser Road); thence Northerly along the center line of said County Road to an intersection with the South line of County Road No. 1050 (Capitol Highway); thence South 89° 15 East, along the South line of said County Road, 86.61 feet; thence continuing along the South side of said road, 116.01 feet on a curve to the left having a radins of 317.78 feet; thence South 0°36’ West, 814.51 feet to a point in the South line of said East half of the Northwest quarter of said Section 31; thence North 89°24’ West, 441.12 feet to point of beginning.

EXCEPTING THEREFROM a tract in the Northeast corner thereof conveyed to George H. Johnson and wife by that certain instrument recorded March 17, 1939 in Book 488, Page 36, P.S. Deed Records of said County and State, which excepted that portion described as follows:

BEGINNING at a point on the Southerly line of Capitol Highway (County Road No. 1050) which is South 89°24’ East, 441.12 feet and North 0°36’ East, 814.31 feet from the Southwest corner of the East one-half of the Northwest one-quarter of said Section 31; thence South 0°36’ West, 120 feet; thence North 89°24’ West, 87.08 feet; thence North 0°36’ East, 100.36 feet to the Southerly line of Capitol Highway; thence Easterly along said line 89.70 feet to the place of beginning.

FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.

PARCEL II:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:

BEGINNING at a point on the half-section line East and West through said Section 31, South 89°24’ East, 441.12 feet from the Southwest corner of the East half of the Northwest quarter of said Section 31; thence South 89°24’ East, 310 feet; thence North 0°36’ East, 538.41 feet; thence North 89°24’ West, 310 feet; thence South 0°36’ West, 538.41 feet to the place of beginning.

EXCEPTING THEREFROM the following portion of land from the above described Parcels I and II, described as follows:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:

The South 400 feet of a tract of land:

BEGINNING at the Southwest corner of the East one-half of the Southwest one-quarter in centerline of Southwest Lesser Road; thence South 89°24’ East, along the East-West centerline of said Section 31, 751.12 feet to the Southeast corner of that certain tract conveyed to Gerald W. Crow and Carol L. Crow, husband and wife, by Deed recorded August 17, 1961 in Multnomah County Deed Book 2076, Page 465; thence North 0°36’ East, along the East line of said Crow Tract 538.41 feet to a Northeast corner thereof; thence North 89°24’ West, along the North line of said Crow Tract and the Westerly extension thereof to an intersection with the centerline of S.W. Lesser Road; thence Southerly along the centerline of S.W. Lesser Road to the point of beginning.

FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Avenue Estates Senior Living Community)

Lots 1, 2 and 3, Block 1, in Panlsen’s First Addition to the City of Lexington, Dawson County, Nebraska.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Place, Emeritus at)

PARCEL I:

A tract of land in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at the one-quarter corner between said sections; thence South along the line between said sections 1150.61 feet; thence East at 90° to said section line 308.72 feet to a 5/8 inch iron rod at the Northeast corner of that tract conveyed to Helmer Mork, et ux, in Book 407, page 140, Records of Washington County and the point of beginning of the tract herein to be described; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 307.32 feet; thence North 72°44’25” West 169.00 feet to the Easterly line of the Oregon Electric Railway Company right of way; thence along said Easterly line North 17°15’35” East, 334.00 feet to a 5/8 inch iron rod; thence North 89°48’09” East 366.43 feet to the point of beginning.

PARCEL II:

A perpetual easement for ingress and egress as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a strip of land being 31.00 feet in width and the center line being described as follows:

A tract of land in Section 25, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at the one-quarter corner between said Sections 25 and 26; thence South along the line between said sections, 1,150.61 feet; the East at 90° to said section line 308.72 feet to a 5/8 inch iron rod; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 155.65 feet to the said center line of the 31.00 foot wide strip herein to be described (the beginning of the Westerly right of way of said 31.00 foot wide strip bears North 33°17’49” West 18.50 feet from said center line and the beginning of the Easterly right of way of said 31.00 foot wide strip bears South 33°17’49” East 18.50 feet from said center line); thence South 23°36’00” West 30.85 feet to a point of curve to the left; thence along said curve having a radius of 55.50 feet and a central angle of 74°10’00” a length of 71.84 feet, said curve subtended by a chord which bears South 13°29’01” East, 66.93 feet; thence South 50°34’00” East 86.00 feet to a point of curve to the right; thence along said curve having a radius of 55.50 feet and a central angle of 90°00’00” a length of 87.18 feet; thence South 39°26’00” West to the Northeasterly right of way line of SW Hemlock Street and the terminus of said strip.

PARCEL III:

An “Emergency Exit Easement” as granted in deed recorded June 29, 1984, Recorder’s No. 84025405 for ingress and egress over the following described property:

A tract of land being 31.00 feet in width in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at a 1/2-inch iron pipe being at the Southwest corner of Tract X-2, and being on the Easterly line of the Oregon Electric Railway Company as shown on the Minor Partition Map dated May 9, 1984 by Chase, Jones & Associates, Inc., said point also being the Southwest corner of that tract conveyed to Helmer A. Mork and Mande M. Mork in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to a point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point being on the proposed Northerly right of way line of SW Hall Boulevard; thence parallel and 40.00 feet from said center line along said proposed Northerly line, South 60°53’21” East 62.84 feet to a point of curve to the right; thence continuing along said proposed Northerly line along said curve having a radius of 326.48 feet and a central angle of 31°01’58”, a distance of 176.83 feet to a point of reverse curve, said 326.48 foot radius curve subtended by a chord which bears South 45°22’28” East; thence leaving said proposed Northerly line along a curve to the left having a radius of 40.00 feet and a central angle of 7°32’49”, a distance of 5.27 feet to the

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Place, Emeritus at)

true point of beginning of the tract herein to be described; thence continuing along said curve to the left a distance of 31.44 feet, said curve subtended by a chord which bears South 59°55’02” East 30.63 feet; thence North 32°51’45” East 124.22 feet to a point of non-tangent curve on the Southerly line of a 31 foot wide perpetual easement; thence along said Southerly line on a curve to the right having a radius of 71.00 feet and a central angle of 46°57’22” a distance of 58.19 feet to a point of tangency along said Southerly line, said curve subtended by a chord which bears North 0°07’18” East 56.57 feet; thence South 32°51’45” West 173.29 feet to the true point of beginning.

PARCEL IV:

A utility easement as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a tract of land being 6.00 feet in width and located in the Southeast one-quarter of Section 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described at follows.

Commencing at a 1/2 inch iron pipe being at the Southwest corner of Tract X-2 and being on the Easterly line of the Oregon Electric Railway Company, said point also being on the Southwest corner of that tract conveyed to Helmer A. Mork and Maude M. Mork, in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to the true point of beginning, said point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point also being on the proposed Northerly right of way line of SW Hall Boulevard; thence continuing North 17°15’35” East along the Easterly line of the Oregon Electric Railway Company, 195.70 feet to a 5/8 inch iron rod at the Northwest corner of Tract X-2; thence along the Northerly line of Tract X-2, South 72°44’25” East 6.00 feet; thence South 17°15’35” West, parallel with be Easterly line of the Oregon Electric Railway Company, 196.96 feet to said proposed Northerly right of way line; thence along said proposed Northerly line North 60°53’21” West 6.13 feet to the true point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peachtree Village Senior Living Community)

The land situated in the City of Commerce, County of Jackson. State of Georgia and described as follows:

BEGINNING AT THE INTERSECTION OF THE WESTERN RIGHT-OF-WAY OF U.S. HWY. 441 (R/W VARIES) AND THE SOUTHERN RIGHT-OF-WAY (60° EASEMENT) OF W.W. GARY ROAD. THENCE RUNNING ALONG SOUTHERN RIGHT-OF-WAY SOUTH 66° 51’ 45” WEST A DISTANCE 740.15 FEET TO AN IRON PIN FOUND ON THE SOUTHERN RIGHT-OF-WAY OF W.W. GARY ROAD BEING THE TRUE POINT OF BEGINNING. THENCE LEAVING SAID RIGHT-OF-WAY RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 200.00 FEET TO AN IRON PIN FOUND. THENCE RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 400.00 FEET TO AN IRON PIN FOUND. THENCE RUNNING NORTH 80° 59’ 40” WEST A DISTANCE OF 538.79 FEET TO A GRANITE MONUMENT. THENCE RUNNING NORTH 23° 8’ 15” WEST, A DISTANCE OF 312.32 FEET TO AN IRON PIN FOUND, THENCE RUNNING NORTH 66° 51’ 45” EAST A DISTANCE OF 421.03 FEET TO AN IRON PIN FOUND THE TRUE POINT OF BEGINNING.

TOGETHER WITH ANY AND ALL APPURTENANT EASEMENT BENEFITING THE ABOVE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THAT CERTAIN AMENDED AND RESTATED EASEMENT AGREEMENT BY AND BETWEEN KEN-TONY, LLC AND PEACHTREE PLANTATION, LLC DATED AS OF MAY 7, 2004 RECORDED IN DEED BOOK 34-R, PAGE 428, JACKSON COUNTY, GEORGIA RECORDS AND THAT CERTAIN EASEMENT AGREEMENT FROM TIMOTHY T. GARY TO PEACHTREE PLANTATION, LLC. DATED AS OF OCTOBER 1, 1990, RECORDED IN DEED BOOK 18-49, PAGE 710, AFORESAID RECORDS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Plaza on the River, Emeritus at)

Tract One: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 1, Block 1, Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 6, Plat Records of Kerr County, Texas.

Tract Two: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 2, Block 1 Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 280, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas.

Tract Three: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 11, Edwards Addition, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 4, Page 26, Plat Records of Kerr County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Rose Valley Assisted Living Community)

Parcel 2 of Partition Plat 2004-28, recorded November 16, 2004, Fee No. 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 1 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Rose Valley Assisted Living Community and Cottages)

Parcel 1 of Partition Plat 2004-28, recorded November 16, 2004 as Fee Number 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 2 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sandia Springs Senior Living)

PARCEL 1

Lot 6A, of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the plat filed in the office of the County Clerk of Sandoval County, New Mexico, on November 14, 1996 in Vol. 3, folio 1549-B.

PARCEL 2

Lot 7A of Corrales South, as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol. 3, folio 1602-A, (Rio Rancho Estates plat Book No. 10, page 22.

PARCEL 3

A Non exclusive easement for the benefit of Lot 6A of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the Plat filed in the office of the County Clerk of Sandoval County. New Mexico, on November 14, 1996, in Vol. 3, folio 1549-B, and Lot 7A of Corrales South as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio 1602-A (Rio Rancho Estates Plat Book No. 10, page 22), Said easement is shown and designated as an Access Easement, Drainage Easement and Public Utility Easement, traversing the northwest portion of Lot 6B on the Summary Plat of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio 1602-A, and amended by

that Amendment to Easement recorded June 13, 1997 in Book 400, page 42535, as document no. 12363, records of Sandoval County, New Mexico.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sellwood, Emeritus at)

Lots 1, 2, 5, 6, 7, 8, 16, 17 and 18, Block 80, SELLWOOD, in the City of Portland, County of Multnomah and State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Estates, Emeritus at)

7221 NORTHEAST 182ND STREET,

KENMORE, WASHINGTON 98028

TAX NO. 011410-0545

PARCEL A:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING ON THE EAST LINE OF SAID LOT AT A POINT 80.00 FEET SOUTH OF THE NORTHEAST CORNER THEREOF;

THENCE NORTH 75°27’30” WEST PARALLEL WITH THE NORTHERLY LINE OF SAID LOT TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;

THENCE SOUTH 2°39’50” WEST 103.19 FEET;

THENCE SOUTH 75°27’30” EAST TO THE EAST LINE OF SAID LOT AT A POINT 80.00 FEET NORTH OF THE SOUTHEAST CORNER THEREOF;

THENCE NORTH 103.19 FEET TO THE POINT OF BEGINNING.

PARCEL B:

THE SOUTHERLY 80 FEET OF LOT 8, AS MEASURED ALONG THE EASTERLY LINE IN BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON;

EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 8; AND RUNNING THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT, 80 FEET; THENCE SOUTH 75°27’30” EAST PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT, 3.799 FEET;

THENCE SOUTH 2°39’50” WEST TO THE POINT OF BEGINNING.

PARCEL C:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE FLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING ON THE NORTHERLY LINE OF SAID LOT AT A POINT 12.50 FEET SOUTHEASTERLY ON THE NORTHWEST CORNER THEREOF;

THENCE SOUTH 75°27’30” EAST 173.46 FEET TO THE NORTHEAST CORNER OF SAID LOT; THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID LOT 80 FEET;

THENCE PARALLEL WITH THE NORTHERLY LINE OF SAID LOT NORTH 75°27’30’’ WEST TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;

THENCE NORTH 2°39’50” EAST TO THE POINT OF BEGINNING;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Estates Emeritus at)

EXCEPT THE FOLLOWING DESCRIBED PORTION:

BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNING THENCE NORTHERLY ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;

THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;

THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE POINT OF BEGINNING;

THENCE SOUTH 75°27’30” EAST 87.69 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

PARCEL D:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN RING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNING

THENCE NORTHERLY, ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;

THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;

THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 75°27’10” EAST 87.69 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING;

EXCEPT THAT PORTION THEREOF CONVEYED TO KING COUNTY FOR ROAD BY DEED RECORDED UNDER RECORDING NUMBER 8204020627.

PARCEL E:

WEST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON; AND

EAST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON; AND

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PACE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Estates Emeritus at)

BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO 14,

THENCE ALONG THE WEST LINE OF SAID LOT 8, NORTH 263.19 FEET;

THENCE ALONG THE NORTHERLY LINE OF SAID LOT 8, SOUTH 75°27’30” EAST 12.50 FEET;

THENCE SOUTH 2°39’50” WEST 260.33 FEET TO THE POINT OF BEGINNING.

BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PORTION OF LOTS 7 AND 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON, BEING DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 8 AS SAID CORNER IS SHOWN ON THAT BOUNDARY SURVEY FOR FOREST PARK REALTY RECORDED AUGUST 8, 1986 IN VOLUME 50 OF SURVEYS, PAGE 247, RECORDS OF KING COUNTY WASHINGTON;

THENCE ALONG THE EAST LINE OF LOT 8 NORTH 00°00’00” WEST 243.78 FEET TO SOUTH CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO KING COUNTY IN THAT CERTAIN WARRANTY DEED RECORDED APRIL 2, 1982 AS INSTRUMENT NUMBER 8204020627;

THENCE, ALONG SAID LANDS OF KING COUNTY, NORTHWESTERLY ALONG A TANGENT CURVE TO THE LEFT, WITH A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 75°26’09”, AN ARC LENGTH OP 32.92 FEET TO THE NORTHERLY LINE OF SAID LOT 8; THENCE ALONG THE NORTHERLY LINES OF SAID LOTS 8 AND 7 NORTH 75°26’09° WEST 259.68 FEET TO THE WEST LINE OF THE EAST HALF SAID LOT 7;

THENCE ALONG SAID WEST LINE, SOUTH 00°00’10° WEST 263.15 FEET TO THE SOUTHERLY LINE OF SAID LOT 7;

THENCE ALONG THE SOUTHERLY LINES OF SAID LOTS 7 AND 8 SOUTH 75°26’39, EAST 279.02 FEET TO SAID POINT OF BEGINNING OF THIS DESCRIPTION.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Meadow Cottages, Emeritus at)

A parcel of land situated in Lot 6, Section 24, Township 36 South, Range 6 West of the Willamette Meridian, Josephine County, Oregon, described as follows: Commencing at the Southeast corner of said Lot 6, thence North along the East line of said Lot 6, a distance of 49.82 feet to a point in the centerline of Redwood Avenue, said point purported to be the Southeast corner of said Government Lot 6 as designated on Survey 121-53, said point being the point of beginning; thence continue North along the East line of said Lot 6, a distance of 512.4 feet; thence West 340 feet; thence South 512.4 feet; thence East along said South line of Lot 6, as referred to above 340 feet to the point of beginning. EXCEPTING THEREFROM that portion conveyed to Josephine County by instrument recorded February 14, 1969 in Volume 258, Page 41, Josephine County Deed Records. ALSO EXCEPTING THEREFROM that portion conveyed to the City of Grants Pass by instrument recorded May 6, 2005 as Instrument No 2005-010272, Josephine County Deed Records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Springs, Emeritus at)

(Spring Meadow)

Parcel 3 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon. EXCEPTING THEREFROM that portion conveyed in Dedication of Street Right-of-Way, to the City of Grants Pass recorded February 6, 2008, Instrument No. 2008-002089, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Mountain, Emeritus at)

All That Tract Of Parcel of Land lying and being in Land Lots 413, 414, and 476 of the 19th District, Second Section of Cobb County, Georgia and being more particular described as follows:

BEGINNING at a 1/2” steel reinforcing rod that marks the southeast corner of Land Lot 414, said point being the common corner to Land Lots 413, 414, 475 and 476 and running thence North 88 degrees 01 minutes 15 seconds west a distance of 545.05 feet to a 1/2” reinforcing rod; run thence north 02 degrees 01 minutes 11 seconds east a distance of 279.64 feet; run thence south 88 degrees 03 minutes 01 seconds east a distance of 350.00 feet; run thence south 01 degrees 56 minutes 59 seconds west a distance of 35 feet to a point; run thence south 88 degrees 03 minutes 01 seconds east a distance of 199.30 feet to a point on the east land lot line of Land Lot 414; run thence south 02 degrees 53 minutes 42 seconds west a distance of 89.42 feet to an axle; run thence south 67 degrees 18 minutes 07 seconds east a distance of 148.40 feet to a point on the northwest right of way line of Powder Springs Road; run thence south 22 degrees 39 minutes 38 seconds west along the northwest right of way line of Powder Springs Road a distance of 417.09 feet to a point; run thence north 03 degrees 04 minutes 11 seconds cast along the east land lot line of Land Lot 475 a distance of 287.26 feet to the point of beginning, being shown as 4.06743 acres on plat of survey for American ElderServe, Inc. by The Crusselle Company, George Willie Crusselle, GRLS #1373. which plat is incorporated herein by reference.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Pointe, Emeritus at)

Parcel 1 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Village, Emeritus at)

Parcel 2 of Partition Plat No. 2000-009, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Stone Mountain Estates Assisted Living and Memory Care Community)

A parcel of land lying and being Part of Tract No 1, Subdivision Exemption Plat for Plantation South of Stone Mountain, as recorded in Plat Book 63, page 92, of the public records of Gwinnet County, Georgia, also being part of Land Lot 61 of the 6th District of said county, and being more particularly described as follows:

COMMENCING at the intersection of the southeasterly right of way line of East Park Place Boulevard, a 100 foot right of way, with the southwesterly right of way line of Park Plaza Circle, a right of way of varied width; thence, on said southwesterly right of way line, north 87 degrees 23 minutes 52 seconds east, 27.68 feet to an angle point; thence continuing on said southwesterly right of way line, south 46 degrees 24 minutes 00 seconds east, 109.41 feet to an angle point; thence, continuing along said southwesterly right of way line, south 52 degrees 13 minutes 18 seconds east, 67.96 feet to a point of curvature; thence, continuing on said right of way line, around end along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 54 degrees 12 minutes 03 seconds, an are distance of 163.88 feet (south 79 degrees 19 minutes 20 seconds east, 157.84 feet, chord bearing and distance) to a point on said curve and the Point of Beginning; thence, continuing on said right of way line, around and along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 11 degrees 34 minutes 39 seconds, an are distance of 35.01 feet (north 67 degrees 47 minutes 19 seconds east, 34.95 feet, chord bearing and distance) to a point of tangency; thence continuing on said right of way line, north 62 degrees 00 minutes 00 seconds east, 164.75 feet; thence south 14 degrees 00 minutes 00 seconds east, 268.52 feet; thence south 11 degrees 05 minutes 13 seconds west, 200.19 feet; thence north 64 degrees 00 minutes 30 seconds west, 240.73 feet; thence north 02 degrees 39 minutes 16 seconds east, 261.22 feet to the point of beginning. Said parcel being 1.877 acres (81,762.12 square feet) in area as shown on ALTA/ACSM Land Title Survey certified to ARCHON Financial, L.P., Goldman Sachs Mortgage Company, a New York limited partnership, A98 Senior L.L.C., A99 Senior L.L.C., Atria Communities, Inc., Lawyers Title Insurance Company, Chicago Title Insurance Company and Bock & Clerk, made by Bock & Clark’s National Surveyors Network, bearing the seal of Carl S. Courson, GA. RLS No. 2272, of Perrett and Associates, Inc., dated October 6, 1998, last revised December 9, 1998.

TOGETHER WITH rights acquired by virtue of Slope Easement as set forth in Warranty Deed from Mountain East Commerce Park, Inc., successor by name change to 78 Properties, Inc., to Columbia Properties, Inc., a Georgia corporation, dated October 13, 1982, recorded in Deed Book 2456, page 385, aforesaid records; as affected by Agreement Regarding Slope and Access Easements and Encroachments by and between Phoenix Home Life Mutual Insurance Company, and DeKalb Regional Healthcare System, Inc., and Richard K. Taylor, dated and filed October 13, 1982, recorded in Deed Book 10205, page 54, aforesaid records

Together with easement rights contained In Signage Easement Agreement by and between Richard K. Taylor and Plantation South at Stone Mountain Partnership dated 7/25/1994, recorded in Deed Book 10542, Page 117, aforesaid records.

Together with easement rights contained in Storm Water Drainage Easement Agreement by and between Richport Properties, Inc. and Richard K. Taylor dated 2/9/1994, recorded In Deed Book 10027, Page 122, aforesaid records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sugarland Ridge, Emeritus at)

Lots 4, 5 and 6, Block 2 of the Replat of sugarland South Subdivision, Sheridan County, Wyoming, as recorded in Book 1 of Plats, page 321.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sweetwater Springs Assisted Living and Memory Care)

All that tract or parcel of land lying and being in Land Lot 761 and 806 of the 18th District and 2nd Section of Douglas County, Georgia, containing 4.61 acres or 200,835 square feet and being more particularly described as follows:

Beginning at an iron pin set at the intersection of the north land lot line of Land Lot 806 with the east right of way of Lee Road (100 foot right of way) per document recorded in Deed Book 972, Page 544, Douglas County Records; thence running north along the east right of way of Lee Road North 03 degrees 58 minutes 25 seconds East 299.69 feet to an iron pin found; thence running South 89 degrees 12 minutes 58 seconds East 642.96 feet to an iron pin found; thence running South 00 degrees 22 minutes 24 seconds West 300.00 feet to a ½ inch rebar found on the north land lot line of Land Lot 806, the same being the south land lot line of Land Lot 761 of said district and section and said iron pin being located 477.67 feet west of the northeast corner of Land Lot 806 as measured along the north land lot line of Land Lot 806; thence running North 89 degrees 05 minutes 26 seconds West along the north land lot line of Land Lot 806, 35.31 feet to an iron pin found; thence running South 82 degrees 22 minutes 17 seconds West 116.72 feet to a 1 ½ inch OTP; thence running North 87 degrees 13 minutes 29 seconds West 511.32 feet to an iron pipe found on the east right of way of Lee Road at the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Woodstock, Emeritus at)

(Terrace at Woodstock)

All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee County, Georgia, being more particularly described as follows:

To find the true point of beginning begin at the point where the South Land Lot Line of 1100 intersects with the West right of way line of Neese Road (50 foot right of way); running thence in a northerly fashion along Neese Road North 11 degrees 32 minutes East 34.97 feet to a point; running thence North 12 degrees 32 minutes East 55.90 feet to a point; running thence North 13 degrees 01 minutes East 50.30 feet to a point; running thence North 13 degrees 19 minutes East 28.83 feet to a point and the true point of beginning. From this true point of beginning run thence North 89 degrees 46 minutes West 300.00 feet to a point; running thence North 80 degrees 00 minutes West 265.99 feet to a point; running thence North 30 degrees 00 minutes East 72.00 feet to an iron pin set; running thence North 15 degrees 12 minutes West 232.09 feet to an iron pin set; running thence North 85 degrees 08 minutes East 452.92 feet to an iron pin set; running thence South 05 degrees 00 minutes East 128.28 feet to an iron pin set; running thence South 60 degrees 00 minutes East 182.85 feet to an iron pin set on Neese Road; running thence in a southerly fashion along the right of way of Neese Road South 14 degrees 22 minutes West 23.29 feet to a point; running thence 12 degrees 27 minutes West 50.82 feet to a point; running thence South 11 degrees 11 minutes West 47.88 feet to a point; running thence South 13 degrees 19 minutes West 34.71 feet to a point and the true point of beginning. Said tract contains 4.00 acres.

Together With

All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee County, Georgia, and being more particularly described as follows as Tract One:

Tract One

Begin at the point where the West right of way line of Neese Road (having a 50 foot right of way) intersects with the South land tot line of Land Lot 1100; from this point of beginning, running thence in a westerly fashion along the South line of Land Lots 1100 and 1099 North 89 degrees 46 minutes West 419.41 feet to an iron pin found; running thence in a westerly fashion along the Smith land line of Land Lot 1099 North 89 degrees 43 minutes 228.99 feet to an iron pin set; running thence North 30 degrees 00 minutes East 243.00 feet to a point; running thence South 80 degrees 00 minutes East 265.99 feet to a point; running thence South 89 degrees 46 minutes East 300.00 feet to a point; running thence in a southerly fashion along the West right of way line of Neese Road South 13 degrees 19 minutes West 28.83 feet to a point; running thence South 13 degrees 01 minutes West 50.30 feet to a point; running thence South 12 degrees 32 minutes West 55.90 feet to a point; running thence South 11 degrees 32 minutes West 34.97 feet to an iron pin found and the true point of beginning. Said tract contains 2.50 acres.

Together with rights arising under Sewer Easement from Larry Sandidge to The Oaks at Woodstock Assisted Living, Inc., a Georgia corporation, dated January 5, 1998, filed for record May 2, 2000 at 2:19 p.m., recorded in Deed Book 4119, Page 050, Records of Cherokee County, Georgia.

Also together with rights arising under Sanitary Sewer Easement from James C. Neese, Sr., to The Oaks at Woodstock Assisted Living, Inc., a Georgia corporation, dated March  13, 2000, filed for record May 2, 2000 at 2:19 p.m., recorded In Deed Book 4119, Page 045, aforesaid records.

Also together with rights of access arising under “Easement” from KB Home Atlanta, LLC to The Oaks at Woodstock Assisted Living, Inc., dated September 28, 2007, feed for record October 12, 2007, and recorded in Deed Book 9890, Page 124, aforesaid records.

Also together with rights arising under Access Easement Agreement by and between KB Home Atlanta LUC, a Delaware limited liability company and The Oaks at Woodstock Assisted Living, Inc., a Georgia Corporation dated April 5, 2007, file for record April 13, 2007, and recorded in Deed Book 9527, Page 134, aforesaid records.

But Less and Except the following:

All that tract or parcel of land lying and being in Land Lot 1100, 15th District, 2nd Section, City of Woodstock, Cherokee County, Georgia, as in QCD recorded April 13, 2007 in Book 9527, Page 144 and being more particularly described as follows:

Beginning at the Intersection of the existing westerly right of way of Neese Road (50 foot existing right of way) and the southerly line of Land Lot 1100; thence along said Land Lot line South 89 degrees 50 minutes 30 seconds West a distance of 18.01 feet to a point; thence North 11 degrees 58 minutes 18 seconds East a distance of 131.99 feet to a point; thence North 06 degrees 58 minutes 18 seconds East a distance of 101.83 feet to a point; thence North 16 degrees 51 minutes 23 seconds East a distance of 101.39 feet to a point; thence South 60 degrees 16 minutes 51 Seconds East a distance of 15.80 feet to a point; thence South 12 degrees 46 minutes 11 seconds West a distance of 22.73 feet to a point; thence South 12 degrees 03 minutes 46 seconds West a distance of 50.82 feet to a point; thence South 10 degrees 47 minutes 46 seconds West a distance of 47.88 feet to a point; thence South 12 degrees 55 minutes 46 seconds West a distance of 63.54 feet to a point; thence South 12 degrees 37 minutes 46 seconds West a distance of 50.30 feet to a point; thence South 12 degrees 08 minutes 46 seconds West a distance of 55.90 feet to a point; thence South 11 degrees 05 minutes 24 seconds West a distance of 34.96 feet to the Point of Beginning. Said tract contains 6,282 square feet or 0.144 acres.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Villa Del Rey Retirement & Assisted Living)

All of Roswell Retirement Center, in the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat recorded July 21, 1987 in Plat Book L, Page 24, Real Property Records of Chaves County, New Mexico.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eldorado Heights Assisted Living Community)

ALL of that certain lot, piece or parcel of land, with the buildings and improvements thereon, situate, lying and being:

Parcel 1:

A parcel of land situated in portions of vacated Blocks 2, 3, 6, 7, 9 and 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON, in the County of Klamath, State of Oregon, more particularly described as follows:

Beginning at a point being the most Northerly corner of Lot 2, Block 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON; thence along the Northwesterly line of said Lot 2, South 38 degrees 16’30” West 100.00 feet to the most Westerly corner of said Lot 2; thence along the Southwesterly line of the vacated portion of Blocks 9 and 10 of said Eldorado Addition, North 51 degrees 42’50” West 170.69 feet; thence leaving said Southwesterly line North 38 degrees 16’30” East 667.37 feet to the Southerly line of Eldorado Boulevard; thence along said Southerly line of Eldorado Boulevard 182.39 feet along the arc of a 667.34 foot radius curve to the right, the long chord of which bears South 55 degrees 00’55” East 181.84 feet; thence 29.87 feet along the arc of a 20.00 foot curve to the right, the long chord of which bears South 4 degrees 30’47” East, to its point of tangency with the Westerly line of Sloan Street; thence along said Westerly line of Sloan Street South 38 degrees 16’30” West 557.91 feet to the Northeasterly line of said Lot 2; thence along said Northeasterly line North 51 degrees 42’50” West 29.31 feet to the point of beginning.

Parcel 2:

Lot 2 in Block 10, ELDORADO ADDITION to the City of Klamath Falls, in the County of Klamath, State of Oregon, EXCEPTING THEREFROM the Southeasterly 19 feet, according to the official plat thereof on file in the office of the County Clerk of Klamath County, Oregon.

TOGETHER WITH all rights contained in the Cross Easement Agreement recorded with the County Clerk of Klamath Falls, Oregon as Volume M96, page 922, Microfilm Records of Klamath County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Willow Ridge, Emeritus at)

Track 1:

A tract of land located in the Northeast Quarter of the Quarter of the southeast Quarter of Section 20, Township 3 North, Range 29, West of the 6th PM., in Red Willow County, Nebraska more particularly described as follows: Referring to the east quarter corner of said Section 20, thence on azimuth 179°30’ along the east section line, a distance of 35.00 feet to the point of beginning, thence continuing on azimuth 179° 30’, a distance of 1,100.00 feet to a point; thence on azimuth 270° 07’, a distance  of 633.00 feet to a point; thence on azimuth 359° 30’, a distance of 1,10000 feet to a point; thence on azimuth 90° 07’, a distance of 633.00 feet to the point of benning.

Tract 2:

Lot I, Kelley Creek Subdivision to the City of McCook, Red willow County, Nebraska.

EXHIBIT B

(Lessor’s Personal Property)

All of Lessor’s right, title and interest in and to all machinery, equipment, furniture, furnishings, moveable walls or partitions, trade fixtures or other tangible personal property located in, on or about the Leased Property on and as of the Commencement Date, excluding items, if any, included within the definition of Fixtures.

Exhibit B

EXHIBIT C

(Form of Memorandum of Lease)

[See attached.]

Exhibit C

Form of Memorandum of Lease

RECORDING REQUESTED BY,
WHEN RECORDED MAIL TO AND
PREPARED BY:

[                                                ]
[                                                ]
[                                                ]
[                                                ]

[Space above for recorder]

MEMORANDUM OF MASTER LEASE

([CITY], [COUNTY], [STATE])

(For Recording Purposes)

THIS MEMORANDUM OF MASTER LEASE (this “Memorandum”) is made and entered into as of this          day of             , 2012, by and between [LESSOR], a [                      ] (“Owner”) and [LESSEE], a [                      ] (“Master Lessee”), who agree as follows:

RECITALS

A.            Owner and certain of its affiliates from time to time (as their interests may appear, collectively, “Master Lessor”) and Master Lessee are parties to that certain unrecorded Master Lease dated as of October 31, 2012 (as the same has been, and may hereafter be, amended, supplemented or modified from time to time in accordance with its terms, the “Master Lease”), pursuant to which Master Lessor leases to Master Lessee, in a single, indivisible and integrated master lease and economic unit, certain Leased Property consisting of certain Land, Improvements, Fixtures and Lessor’s Personal Property, all as more particularly described in the Master Lease, including that certain real property situated in the County of [              ], State of [                  ], described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Subject Land”) upon which there are constructed and located certain improvements constituting a senior housing facility (the “Subject Facility”).  For purposes of this Memorandum, the Subject Land and the Improvements, Fixtures and Lessor’s Personal Property relating to the Subject Facility are collectively referred to herein as the “Subject Property.”  All capitalized terms used herein but not otherwise defined shall have the same meanings as set forth in the Master Lease.

B.            Owner and Master Lessee desire to enter into this Memorandum in order to give notice of the Master Lease.

[City, ST — Property #        ]

AGREEMENT

1.             Demise.  The Subject Property has been demised, let and leased by Master Lessor to Master Lessee, and taken and accepted by Master Lessee from Master Lessor, all pursuant to and in accordance with the Master Lease; provided, however, that the only Person comprising Master Lessor that has an interest in the Subject Property is Owner.  All provisions of the Master Lease are incorporated herein by this reference.

2.             Term.  The initial term of the Master Lease for the Subject Property commenced on the date hereof and expires on [insert pool-specific expiration date].  Master Lessee may extend the term of the Master Lease for the Subject Property for an initial renewal term of            (    ) years and an additional renewal term of            (    ), subject to the terms and conditions set forth in the Master Lease.

3.             No Modification.  This Memorandum has been executed for purposes of recordation only and shall not modify the provisions of the Master Lease, including the single, indivisible and integrated nature of the Master Lease with respect to the Leased Property, including the Subject Property, or the terms and conditions of any option contained therein.  In the event of any inconsistency or conflict between the provisions of this Memorandum and the provisions of the Master Lease, the provisions of the Master Lease shall govern and prevail.

4.             Removal upon Expiration or Termination.  Master Lessee covenants and agrees, both on its own behalf and on behalf of its successors and assigns, to execute a quitclaim deed or other recordable instrument sufficient to remove this Memorandum from record title to the Subject Property upon the expiration or sooner termination of the Master Lease and appoints and constitutes Owner and its successors and assigns as its attorney-in-fact, which power shall be coupled with an interest and shall not be revocable or terminable, to execute and deliver and to record such quitclaim deed or other instrument in the name of Master Lessee and its successors and assigns in the event that Master Lessee fails to execute such quitclaim deed or other instrument within seven (7) days after Owner’s written request to execute such quitclaim deed or other instrument after the expiration or sooner termination of the Master Lease.

5.             Counterparts.  This Memorandum may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

[Signature and Acknowledgement Pages Follow]

[City, ST — Property #        ]

IN WITNESS WHEREOF, the parties have executed this Memorandum of Master Lease as of the day and year first above written.

“OWNER”	“MASTER LESSEE”
,	EMERITUS CORPORATION,
a	a Washington corporation
By:	By:
Name:	Name:
Title:	Title:

[City, ST — Property #        ]

State of California                       )

                                                     )

County of                                     )

On                               , 201   before me,                                                                       , personally appeared                                                                                                                       , who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signatures on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)

State of                                         )

)

County of                                     )

On                                                 , 201  ,  before me,                                                                       , a Notary Public, personally appeared                                                                                               , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature (Seal)

[City, ST — Property #        ]

EXHIBIT A

Description of Subject Land

[to be attached]

SCHEDULE 1

(State-Specific Impositions)

The following taxes will be included within the definition of Impositions:

State	Form Number	Form Name	Form Section or Description
CA	568	Limited Liability Return of Income	LLC Fee
GA	600	Corporation Tax Return	Net Worth Tax
MO	MO-1120	Missouri Corporation Franchise Tax Return	MO-FT Corporation Franchise Tax Schedule
MS	83-105	Corporate Income and Franchise Tax Return	Form 83-110
NC	CD-405	C Corporation Tax Return	Sch A: Computation of Franchise Tax
PA	RTC-101	Corporate Stock/Foreign Franchise and Income Tax	Net Worth Tax
SC	SC 1120	‘C’ Corporation Income Tax Return	Part II: Computation of License Fee
TN	FAE 170	Franchise, Excise Tax Return	Net Worth Tax
TX	05-158 and 05-166	Texas Franchise Tax Report and Texas Franchise Tax Affiliate Schedule	Margin Tax

Schedule 1

The following taxes will not be included within the definition of Impositions:

State	Description
Arizona	Corporation Income Tax
California	Income or Franchise Tax
Colorado	C Corp Income Tax
Connecticut	Corporation Business Tax
Iowa	Corporate Income Tax
Kentucky	Corporate Income and LLET Tax
Minnesota	Minnesota Corporation Franchise Tax
Montana	Montana Corporation License Tax
Nebraska	Nebraska Corporation Income Tax
Nevada	No state tax return filing
New Mexico	New Mexico Corporate Income and Franchise Tax
North Dakota	Corporate Income Tax
Oklahoma	Corporate Income Tax
Oregon	Corporate Income Tax
Utah	Miscellaneous Corporate Tax
Virginia	Corporation Income Tax
Washington	No state tax return filing
Wisconsin	Franchise or Income Tax
Wyoming	No state tax return filing

SCHEDULE 9.4.1

(Facilities Requiring O&M Plans)

St	Facility	Address	O&M Plan
CA	Sequoia Springs	2401 Redwood Way	ü
AZ	Chris Ridge	6246 and 6250 North 19th Avenue Phoenix, Arizona 85015	ü
AZ	Paradise Valley	11645 North 25th Place	ü
AZ	Sunshine Village	2606 East Greenway Pkwy
AZ	The Peridot	211 East Bradshaw Drive Prescott, Arizona 86303	ü
CA	Orchard Park	14789 Burns Valley Road Clearlake, California 95422	ü
CA	Crown Pointe*	737 Magnolia Avenue Corona, California 92879	ü
CA	Lassen House	705 Luther Rd	ü
CA	The Palms	100 Sterling Court	ü
CO	Apple Ridge	1640 South Quebec Way Denver, Colorado 80231	ü
CO	Sunrise Creek	1968 Sunrise Drive	ü
CT	Mountain Laurel	1177 Hebron Ave.	ü
GA	Brookside	4450 Old Hamilton Mill Road Buford, Georgia 30518	ü
GA	Terrace at Riverstone	125 Riverstone Terrace	ü
GA	Peachtree Village-Georgia	199 West Gary Road Commerce, Georgia 30529	ü
GA	Lake Pointe	45 Walnut Street Hartwell, Georgia 30643	ü
GA	Sweetwater Springs	1600 Lee Road	ü
GA	Flint River	250 Water Tower Court Macon, Georgia 31210	ü
GA	Spring Mountain	1790 Powder Springs Road
GA	Georgian Place	355 Millard Farmer Industrial Blvd	ü
GA	Stone Mountain	1745 Park Plaza Crossing	ü
GA	Terrace at Woodstock	756 Neese Road Woodstock, Georgia 30188	ü
GA	Woodstock Estates	1000 Professional Way	ü
IA	Northpark Place	2562 Pierce Street Sioux City, Iowa 51104	ü
KY	Glendale Place	905 Glendale Road	ü

Schedule 9.4.1

KY	Culpepper Place	2121 New Holt Road Paducah, Kentucky 42001	ü
MD	Emerald Estates	3855 Greenspring Avenue Baltimore, Maryland 21211	ü
MN	Champlin Shores	119 East Hayden Lake Road Champlin, Minnesota 55316	ü
MN	Minnetonka	14505 Minnetonka Drive Minnetonka, Minnesota 55345	ü
MO	Oak Tree Village	363 Jungermann Road St. Peters, Missouri 63376	ü
MS	Azalea Club	100 Azalea Drive
MT	Big Sky	3701 Elizabeth Warren Avenue Butte, Montana 59701	ü
MT	Cambridge Place		ü
ND	Brentmoor	3515 10th Street Southwest Minot, North Dakota 58701	ü
NE	Park Avenue Estates	1811 Ridgeway Drive	ü
NE	Willow Ridge	1500 East 11th Street McCook, Nebraska 69001	ü
NE	Heartland Park	500 Heartland Park Drive Seward, Nebraska 68434	ü
NE	The Oaks	1500 Vintage Hill Drive Wayne, Nebraska 68787	ü
NM	Sandi Springs	1000 Riverview Dr. Southeast	ü
GA	Courtyard Gardens	1000 River Centre Place	ü
NM	La Villa	2725 N. Pennsylvania Ave & 310 W. Mescalero Rd	ü
NV	Plaza at Sun Mountain	6031 Cheyenne Avenue Las Vegas, Nevada 89115	ü
OK	Magnolia Gardens	3211 Chandler Rd, Muskogee, OK
OK	Heritage Place Assisted Living	1380 N Heritage Ln, Tahlequah, OK	ü
OR	Mountain View Senior Living Community	548 N Main Street , Ashland, OR	ü
OR	Eagle Cove	261 Loto Street	ü
OR	Alpine Springs and Alpine Court	3720 and 3760 North Clarey Street Eugene, Oregon 97402	ü
OR	Spring Pointe & Spring Village	1400 & 1420 Redwood Circle, Grants Pass, OR	ü
OR	Spring Village	1420 Redwood Circle, Grants Pass, OR	ü
OR	Chestnut Lane	1219 Northeast 6th Street Gresham, Oregon 97030	ü

Schedule 9.4.1

OR	Hermiston Terrace Assisted Living Residence*	980 W. Highland Ave, Hermiston , OR	ü
OR	River Road Assisted Living Residence*	592 Bever Dr NE, Keizer, OR	ü
OR	Eldorado Heights Assisted Living Community*	2130 Eldorado Blvd, Klamath Falls, OR	ü
OR	Century Fields Assisted Living Community	181 S. 5th St., Lebanon, OR	ü
OR	Hillside	300 Northwest Hillside Park Way McMinnville, Oregon 97128	ü
OR	Heron Pointe	504 Gwinn Street E	ü
OR	Chehalem Springs Assisted Living Community	3802 Hayes St., Newberg, OR	ü
OR	Oswego Springs	11552 Lesser Road (Southwest) Portland, Oregon 97219	ü
OR	Park Place	8445 Southwest Hemlock	ü
OR	Cougar Springs		ü
OR	Manor House Memory Care	3400 NW Edenbower Blvd, Roseburg, OR	ü
OR	Necanicum Village Assisted Living Community	2500 S Roosevelt Dr, Seaside, OR	ü
OR	Briarwood Assisted Living Community	4865 Main St., Springfield, OR	ü
OR	Woodside Village	4851 Main Street Springfield, Oregon 97478	ü
OR	Lakeside Cottages	2201 3rd Avenue	ü
OR	River Valley Landing Senior Community	19200 SW 65th Ave, Tualatin, OR	ü
OR	Windfield Village Retirement and Residential Care Community*	8170 SW Vlahos Dr., Wilsonville, OR	ü
SC	Laurel Gardens Senior Living Community	1938 Mountain Laurel Ct., Florence, SC	ü
SC	Hawthorne Inn at Greenville	20 Hawthorne Park Court Greenville, South Carolina 29615	ü
SC	Hawthorne Inn at Hilton Head	15 Main Street Hilton Head, South Carolina 29926	ü
SC	Palm Meadows Court Memory Care Community	48 Main St., Hilton Head, SC	ü
SC	Palm Meadows Village Assisted Living Community	80 Main St., Hilton Head, SC	ü

Schedule 9.4.1

SC	Chandler Place Retirement Community	745 Dilworth Lane, Rock Hill, SC	ü
SC	Spring Arbor Assisted Living and Memory Care Community	1800 India Hook Rd., Rck Hill, SC	ü
SC	Lexington Gardens Assisted Living Community	190 McSwain Dr., West Columbia, SC	ü
TN	Cordova Estates Assisted Living and Memory Care*	1535 Appling Care Ln, Cordova, TN	ü
TN	Legacy Crossing Retirement Living Community	910 Murfreesboro Rd, Murfreesboro, TN	ü
TN	Terrace at Bluegrass Senior Living Community	674 East Main St, Hendersonville, TN	ü
TN	Remington House Assisted Living	640 Rock Springs Rd, Kingsport, TN	ü
TN	Rose Terrace Assisted Living Community	6015 Primacy Pkwy, Memphis, TN	ü
TN	Waterford in Bellevue	8118-B Sawyer Brown Road Nashville, Tennessee 37221	ü
TX	Canyonview Estates	7404 Wallace Boulevard Amarillo, Texas 79106	ü
TX	Eden Estates Senior Community	1997 Forest Ridge Dr., Bedford, TX	ü
TX	Medallion Senior Living	12400 Preston Rd., Dallas, TX	ü
TX	Canterbury Court	900 Camelot Drive Harlingen, Texas 78550	ü
TX	Canterbury Gardens	1002 King Arthur Court Harlingen, Texas 78550	ü
TX	Rosemont at Clearlake	14101 Bay Pointe Court Houston, Texas 77062	ü
TX	Plaza on the River	135 Plaza Drive Kerrville, Texas 78028	ü
TX	Cottage Village	110 Frankford Avenue Lubbock, Texas 79416	ü
TX	Holiday Lane Estates	Holiday Lane Estates 6155 Holiday Lane North Richland Hills, Texas 76180-9332	ü
TX	Spring Creek Gardens Senior Living Community	6410 Old Orchard Dr., Plano, TX	ü
TX	Carriage Inn	401 Northshore Boulevard Portland, Texas 78374	ü
TX	The Willows at Sherman	3410 Post Oak Crossing Sherman, Texas 75092	ü
UT	Emerald Pointe	995 South Regency Road Cedar City, Utah 84720	ü

Schedule 9.4.1

UT	Cliff View	134 West 2025 South Circle Saint George, Utah 84770	ü
VA	Monroe House	46555 Harry Byrd Hwy	ü
WA	Eagle Meadows	550 East Whitman College Place, Washington 99324	ü
WA	Dry Creek	818 East Mountain View Ellensburg, Washington 98929	ü
WA	Moses Lake	8425 Aspi Boulevard Northeast Moses Lake, Washington 98837	ü
WA	Montclair Park	1250 Northeast Lincoln Road Poulsbo, Washington 98370	ü
WA	Quail Hollow	221 Torbett Street Richland, Washington 99354	ü
WA	Parkway Village	3708 East 57th Avenue Spokane, Washington 99223	ü
WA	Fishers Landing	17171 Southeast 22nd Drive Vancouver, Washington 98683	ü
WA	Stonebridge	7900 Northeast Vancouver Mall Drive Vancouver, Washington 98662	ü
WA	Chesterley Meadows & Chesterley Court	1100 North 35th Avenue Yakima, Washington 98902	ü
WA	Englewood Heights	3710 Kern Road Yakima, Washington 98902	ü
WI	Fox River	5800 Pennsylvania Avenue Appleton, Wisconsin 54914	ü
WI	Legacy Gardens	1601 Wheeler Road Madison, Wisconsin 53704	ü
WI	Oakridge	5625 Sandpiper Drive Stevens Point, Wisconsin 54482	ü
WI	West Park Place	7400 West Greenfield Avenue West Allis, Wisconsin 53214	ü
WV	The Heritage	Route 4, Box 17	ü
VA	Maplewood	1000 Maplewood Drive Bridgeport, West Virginia 26330	ü
WY	Absaroka	2401 Cougar Avenue Cody, Wyoming 82414	ü
WY	Sugarland Ridge	1551 Sugarland Drive Sheridan, Wyoming 82801	ü
AL	Terrace at Jasper	2100 Viking Drive	ü

Schedule 9.4.1

OR	Rose Valley Rose Valley Cottages	33800 Southeast Frederick	ü
GA	Lake Springs and Lake Springs Cottages	4355 South Lee Street Buford, Georgia 30518	ü
GA	Lake Springs and Lake Springs Cottages	4355 South Lee Street Buford, Georgia 30518	ü
NM	Villa Del Rey	2801 N Kentucky Ave, Roswell, NM	ü
CT	Buckingham Estates	1824 Manchester Rd	ü
CA	Meadowlark	351 Bruce Street	ü
OK	Cedar Ridge	10107 South Garnett Road, Broken Arrow	ü
OK	Manchester House Statesman Club	2333 Manchester Drive & 10401 Vineyard Blvd	ü
OR	Osprey Court	320 SW Hill Road	ü
PA	Grayson View	29 Grayson View Court, Selinsgrove	ü
OR	Sellwood Landing	8517 Southeast 17th Avenue Portland, Oregon 97202	ü
NC	Churchill	140 Carriage Club Drive Mooresville, North Carolina 28117	ü
NE	Northridge	5410 17th Ave	ü
NM	The Cottages	3920 Juan Tabo Blvd Ne	ü
OK	Statesman Club	10401 Vineyard Blvd	ü
OR	Alpine Court	3720 N Clarey St	ü
OR	Rose Valley	33800 SE Frederick	ü
OR	Lakeside	2201 3Rd Ave	ü
WA	Spring Estates	7221 NE 182nd St	ü
WA	Chesterley Court	1100 N 35th Ave	ü
CA	Sequoia Springs Cottages	2525 Redwood Way	ü
OR	Heron Pointe Cottages	504 Gwinn St E	ü
OR	Spring Meadow Retirement	1357 Redwood Cir	ü
OR	Spring Meadow Cottages	1357 Redwood Cir	ü

* One or more of the foregoing facilities marked by an asterisk may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  None of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Schedule 9.4.1

SCHEDULE 10.1

(Pre-Existing Alteration Projects)

[See attached]

Schedule 10.1

			Project Budget(1)
Comm #	Community Description	Project Description(1)	Interior		Exterior		Memory Care		Equipment		Other(2)		TOTAL		Invoiced
470	Sequoia Springs	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
532	Buckingham Estates	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
533	Mountain Laurel	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
534	Brookside	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
535	Lake Springs	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
538	Peachtree Village	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
540	Courtyard Gardens	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
541	Sweetwater Springs	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
548	Northpark Place	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
550	Culpepper Place	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
552	Champlin Shores	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
555	Azalea Gardens	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
560	Northridge	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
565	The Cottages	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
566	Sandia Springs	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
569	Plaza at Sun Mountain	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
576	Magnolia Gardens	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
582	Alpine Court	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
584	Spring Pointe	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
586	Chestnut Lane	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
591	Hillside(3)	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
606	River Valley Landing	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
610	Hawthorne Inn at Greenville	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
611	Hawthorne Inn at Hilton Head	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
612	Palm Meadows Court	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
613	Palm Meadows Village	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
614	Chandler Place	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
616	Lexington Gardens	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
620	Remington House	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
621	Rose Terrace	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
622	Waterford at Bellevue	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
623	Canyonview Estates	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
625	Medallion	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
629	Plaza on the River	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
630	Cottage Village	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
637	Monroe House	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
638	Eagle Meadows	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
639	Dry Creek	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
647	Chesterley Court	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
648	Chesterley Meadows	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
650	Fox River	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
652	Oakridge	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
654	The Heritage	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
655	Maplewood	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
657	Sugarland Ranch	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
TOTAL			$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]

(1)Each project as further detailed on Lessee’s “Project Proposal Form” completed prior to the Commencement Date with respect to such project.

(2)Other includes Furnishings, Design Fees and Misc, Warehousing and Installation, Freight and Tax, Model Room/Respite Room, interior/Exterior Signs, and Contingency Funds.

(3)As further detailed for Hillside in the project budget prepared by the third party project manager prior to the Commencement Date.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Note: One or more of the following facilities may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date, and none of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property.

			Project Budget(1)
Comm #	Community Description	Project Description(1)	Interior		Exterior		Memory Care		Equipment		Other(2)		TOTAL		Invoiced
525	Crown Pointe(3)	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
589	Eldorado Heights	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
617	Cordova Estates	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]
TOTAL			$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]	$	[***]

(1)Each project as further detailed on Lessee’s “Project Proposal Form” completed prior to the Commencement Date with respect to such project.

(2)Other includes Furnishings, Design Fees and Misc, Warehousing and Installation, Freight and Tax, Model Room/Respite Room, interior/Exterior Signs, and Contingency Funds.

(3)As further detailed for Crown Pointe in the project budget prepared by the third party project manager prior to the Commencement Date.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Exhibit 10.1

SCHEDULE 13.1.7

(Facilities Requiring Environmental Insurance)

None.

Schedule 13.1.7

SCHEDULE 36.4

(Superior Leases)

[See attached.]

Schedule 36.4

Land Leases

Property	Lessee	Lessor	Lessor Contact	Dated
Mountain View, Emeritus at	BRE/SW Mountain View LLC	Ashland Community Hospital Foundation, an Oregon nonprofit corporation	280 Maple Street, Ashland, Oregon 97502-1552	1-Jan-94, as amended on 12-May-95, 15-Sept-95 and by an undated third amendment
River Valley, Emeritus at	BRE/SW River Valley Landing LLC	Legacy Health, an Oregon nonprofit corporation	1919 NW Lovejoy Street Portland, Oregon 97204 Attention:  Cam Groner	Amended Restated Ground Lease dated 1-Aug-04
Sellwood, Emeritus at	BRE/SW Sellwood Landing LLC	Clyde V. Brummell, LLC, an Alaska limited liability company, and E. Margaret Brummell, LLC, an Alaska limited liability company	E. Margaret Brummell 1666 SE Clatsop Street Portland, Oregon 97202	First Amended and Restated Ground Lease Agreement dated July 13, 2004

Land and Improvement Leases

Property	Lessee	Lessor	Lessor Contact	Dated
Lassen House Assisted Living	BRE/SW Lassen House LLC	Assisted Living Facilities, Inc.	626 SW Stark Street, Suite 440 Portland, Oregon 97204 (503) 227-1751	20-Apr-98
Oakridge Senior Living Community	BRE/SW Oakridge LLC	IRET Properties, a North Dakota Limited Partnership	IRET Properties 12 South Main Street, Minor ND 58701	1-Feb-06
River Road Assisted Living Residence*	BRE/SW River Road LLC	Jilar Kelzer Enterprises, L.L.C., an Oregon limited liability company	Mountain West Investment Corp. 201 Ferry Street, Suite 400, Salem, Oregon 97301	16-Jul-98, as amended on 1-Jul-99

* The facility marked by an asterisk may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Schedule 36.4

SCHEDULE 45.1.20

(Pending Required Governmental Approvals)

[See attached.]

Schedule 45.1.20

Business Licenses

Facility Name and Address	Issuing Agency	Existing Business Licensee Name	New Business Licensee Name
The Terrace Senior Living Community (ALF & SCALF) 2100 Viking Drive Jasper, AL  35501	City of Jasper	BRE/SW Jasper Terrace LLC	Emeritus Corporation
The Terrace Senior Living Community (ALF & SCALF) 2100 Viking Drive Jasper, AL  35501	Walker County	BRE/SW Jasper Terrace LLC	Emeritus Corporation
The Peridot Assisted Living Community 211 East Bradshaw Drive Prescott,  AZ	City of Prescott	BRE/SW Peridot LLC	Emeritus Corporation
Sunrise Creek Assisted Living and Memory Care Community 1968 Sunrise Drive Montrose, CO  81401	City of Montrose	BRE/SW Sunrise Creek LLC	Emeritus Corporation
Brookside Senior Living Community 4450 Old Hamilton Mill Road Buford, GA  30518	City of Buford	BRE/SW Brookside LLC	Emeritus Corporation
Georgian Place Senior Living Community 355 Millard Farmer Industrial Blvd. Newnan, GA 30263	City of Newnan	BRE/SW Georgian Place LLC	Emeritus Corporation
Lake Pointe Assisted Living and Memory Care Community 45 Walnut Street Hartwell, GA  30643	City of Hartwell	BRE/SW Lake Pointe LLC	Emeritus Corporation
Lake Springs Assisted Living and Memory Care Community 4355 South Lee Street Buford, GA  30518	City of Buford	BRE/SW Lake Springs LLC	Emeritus Corporation
Terrace at Riverstone Senior Living Community 125 Riverstone Terrace Canton, GA  30114	City of Canton	BRE/SW Riverstone Terrace LLC	Emeritus Corporation

Schedule 45.1.20

Cambridge Place Retirement Community 1104 Sixth Avenue North Great Falls, MT  59401	City of Great Falls	BRE/SW Cambridge Place LLC	Emeritus Corporation
Chehalem Springs Assisted Living Community 3802 Hayes Street Newberg, OR  97132	City of Newburg	BRE/SW Chehalem Springs LLC	Emeritus Corporation
Manor House Memory Care 3400 NW Edenbower Boulevard Roseburg, OR  97470	City of Roseburg	BRE/SW Manor House LLC	Emeritus Corporation
River Valley Landing Senior Community 19200 SW 65th Avenue Tualatin, OR  97062	City of Tualatin	BRE/SW River Valley Landing LLC	Emeritus Corporation
Spring Meadow Cottages 1357 Redwood Circle Grants Pass, OR  97527	City of Grants Pass	BRE/SW Spring Meadow LLC	Emeritus Corporation
Spring Pointe 1400 Redwood Circle Grants Pass, OR  97527	City of Grants Pass	BRE/SW Spring Pointe LLC	Emeritus Corporation
Spring Village 1420 Redwood Circle Grants Pass, OR  97527	City of Grants Pass	BRE/SW Spring Village LLC	Emeritus Corporation

Schedule 45.1.20

Food Permits

Facility Name and Address	Issuing Agency	Existing Food Permit Licensee Name	New Food Permit Licensee Name
Champlin Shores Assisted Living 119 East Hayden Lake Road Champlin, MN  55316	Hennepin County	BRE/SW Champlin Shores LLC	Emeritus Corporation
Minnetonka Assisted Living Community 14505 Minnetonka Drive Minnetonka, MN  55345	City of Minnetonka	BRE/SW Minnetonka LLC	Emeritus Corporation
Monroe House Assisted Living Community 46555 Harry Byrd Hwy Sterling, VA  20164	Loudon County	BRE/SW Monroe House LLC	Emeritus Corporation

Schedule 45.1.20

Certificates of Occupancy

Facility Name and Address	Issuing Agency	Existing Certificate of Occupancy Licensee Name	Certificate of Occupancy  New Licensee Name
Magnolia Gardens 3211 Chandler Road Muskogee, OK  74403	City of Muskogee	BRE/SW Magnolia Gardens LLC	Emeritus Corporation
Eden Estates Senior Community 1997 Forest Ridge Road Bedford, TX  76021	City of Bedford	BRE/SW Eden Estates, LLC	Emeritus Corporation
Medallion Senior Living 12400 Preston Road Dallas, TX  75230	City of Dallas	BRE/SW Medallion LLC	Emeritus Corporation
West Park Place Senior Living Community 7400 West Greenfield Avenue West Allis, WI  53214	City of West Allis	BRE/SW West Park Place LLC	Emeritus Corporation

Schedule 45.1.20

Other Regulatory Approvals

Facility Name and Address	Issuing Agency	Nature of Required Approval
The Heritage Route 4 Box 17 Bridgeport, West Virginia 26330	The West Virginia Health Care Authority	Certificate of Need Approval is required for the acquisition of the real estate by Lessor and the leasing of the facility to Lessee

Schedule 45.1.20

ADDENDUM

(Entrance Fee Facilities)

[See attached.]

Addendum

(ENTRANCE FEE FACILITIES)

ADDENDUM TO MASTER LEASE DATED OCTOBER 31, 2012

BETWEEN

HCPI TRUST, HCP SENIOR HOUSING PROPERTIES TRUST, HCP SH ELP1 PROPERTIES, LLC, HCP SH ELP2 PROPERTIES, LLC, HCP SH ELP3 PROPERTIES, LLC, HCP SH LASSEN HOUSE, LLC, HCP SH MOUNTAIN LAUREL, LLC, HCP SH MOUNTAIN VIEW, LLC, HCP SH OAKRIDGE, LLC, HCP SH RIVER VALLEY LANDING, LLC, AND HCP SH SELLWOOD LANDING, LLC, AS THEIR INTERESTS MAY APPEAR, AS “LESSOR,”

AND

EMERITUS CORPORATION, AS “LESSEE”

48.1        Interpretation.  The provisions of this Addendum shall be included in and form a part of the Lease and shall supersede and override any other provision in the Lease to the extent the same are inconsistent.

48.2        Additional Defined Terms and Modifications to Defined Terms.  For all purposesof the Lease, except as otherwise expressly provided or unless the context otherwise requires, theterms defined in this Section 48.2 shall have the meanings assigned to them in this Section 48.2 and include the plural as well as the singular:

Current Entrance Fee Facility:  The Facility located in McMinnville, Oregon, commonly known as Hillside.

Entrance Fee Agreements: Any agreement entered into by Lessee (or its predecessor), on the one hand, and an Entrance Fee Resident, on the other hand, relating to the provision of any continuing life care services or benefits or the payment of any Entrance Fees.  Notwithstanding the foregoing, “Entrance Fee Agreements” shall not include any Non-Entrance Fee Occupancy Arrangements.

Entrance Fee Facility: Any Current Entrance Fee Facility or Prior Entrance Fee Facility.

Entrance Fee Facility Liabilities: At any point in time with respect to any Entrance Fee Facility, the total aggregate Entrance Fee Liabilities related to such Entrance Fee Facility and the Entrance Fee Residents thereof.

Entrance Fee Liabilities: At any point in time with respect to any Entrance Fee Resident, the aggregate liabilities owing to such Entrance Fee Resident under the applicable Entrance Fee Agreement with such Entrance Fee Resident, including the obligations to (a) refund any portion of Entrance Fees paid by such Entrance Fee

Addendum

Resident, (b) make available free or discounted resident services, care or health benefit days, or provide continuing life care services or benefits to such Entrance Fee Resident, all as determined in accordance with GAAP.

Entrance Fee Facility Liabilities Certificate:  An Officer’s Certificate (a) setting forth the Entrance Fee Facility Liabilities for each Entrance Fee Facility as of any relevant period of time or date, together with all back-up material used in connection with calculating such Entrance Fee Liabilities, and (b) certifying that such Entrance Fee Facility Liabilities are true, accurate and correct as of such point in time and were prepared in accordance with GAAP (i.e., GAAP in effect as of the date of the Lease).

Entrance Fee Resident:  Any resident, tenant or occupant that is entitled to occupy any unit at any Entrance Fee Facility pursuant to an Entrance Fee Agreement, but specifically excluding a Non-Entrance Fee Occupant under a Non-Entrance Fee Occupancy Agreement.  For purposes of this Addendum, to the extent there is more than one individual living in a single unit pursuant to a single Entrance Fee Agreement, then such individuals shall be considered a single “Entrance Fee Resident” hereunder.

Entrance Fees: Any so-called “upfront entrance fees,” deposits or other payments to Lessee (or its predecessor in interest) by any Entrance Fee Resident made (a) to assure such Entrance Fee Resident a place in an Entrance Fee Facility, and/or (b) in exchange for any form (whether limited or otherwise) of long-term life care benefits or services; provided, however that “Entrance Fees” shall not include (i) any monthly service fees paid by Entrance Fee Residents to Lessee in exchange for monthly services, (ii) any waiting list deposits or similar deposits made by prospective Entrance Fee Residents who have not yet entered into any Entrance Fee Agreements, or (iii) any rental or service fees in connection with a Non-Entrance Fee Occupancy Arrangement.

Non-Entrance Fee Occupancy Arrangements: Any non-Commercial Occupancy Arrangement that does not constitute an Entrance Fee Agreement, including, for example, a residency license or lease agreement to occupy a residential unit at an Entrance Fee Facility on a month-to-month or other limited-term basis and where such Non-Entrance Fee Occupant pays monthly rent and charges, but does not pay an Entrance Fee and is not entitled to life care services or benefits.

Non-Entrance Fee Occupant: Any Occupant under a Non-Entrance Fee Occupancy Arrangement.

Prior Entrance Fee Facility:  Collectively, (a) the Facility located in Bridgeport, West Virginia, commonly known as Maplewood, and (b) the Facility located in Sioux City, Iowa, commonly known as Northpark Place.

Terminated Entrance Fee Facility: Any Entrance Fee Facility for which the Lease or any New Lease or New Master Lease has expired or has otherwise earlier terminated (including following an Event of Default and the exercise by Lessor of any of its remedies provided for in Article XVI or otherwise provided by law).

Addendum

48.3        Entrance Fee Agreements.  So long as no Event of Default has occurred under the Lease, Lessee may, in its commercially prudent judgment enter into Entrance Fee Agreements with respect to the Current Entrance Fee Facility; provided, however, that: (a) Lessee shall enter into any Entrance Fee Agreements solely for Lessee’s own account and not for the account of Lessor; (b) Lessee shall continue to comply with, and shall remain directly and primarily liable to Lessor under, the Lease; (c) in no event shall Lessor’s rights or Lessee’s obligations under the Lease be discharged or diminished in any way; and (d) no Entrance Fee Agreement shall at any time create any obligation of Lessor to any party to an Entrance Fee Agreement.

48.4        Entrance Fee Liabilities.

48.4.1     The Entrance Fee Facility Liabilities for each Entrance Fee Facility shall not exceed the applicable maximum amount set forth on Appendix A attached hereto and made a part hereof.

48.4.2     Within twenty (20) days following request by Lessor, in addition to the statements required pursuant toSection 25.1 of the Lease, Lessee shall deliver to Lessor an Entrance Fee Facility Liabilities Certificate.

48.4.3     At any time, at Lessor’s option exercised (a) not more often than one time perfiscal quarter and/or (b) upon the expiration or earlier termination of the Lease with respect to anyTerminated Entrance Fee Facility, Lessor shall have the right, at Lessor’s expense, to conduct areview and/or audit of Entrance Fee Facility Liabilities with respect to any applicable EntranceFee Facility, and Lessee agrees to reasonably cooperate and make available such of its officers, employees and/or consultants as may be reasonablyrequired by Lessor for purposes of reviewing and/or auditing such Entrance Fee FacilityLiabilities.

48.4.4     Notwithstanding anything herein to the contrary, during the entire Termall Entrance Fee Facility Liabilities be solely the liabilities and obligations of Lessee, and not theliabilities and obligations of Lessor.

48.5        Indemnity.  The following sentence shall be added after the first sentence of Section 23.1 of the Lease:

“In addition to the other indemnities contained herein, and notwithstanding the existence of any insurance carried by or for the benefit of Lessor or Lessee, and without regard to the policy limits of any such insurance, Lessee shall protect, indemnify, save harmless and defend Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including reasonable attorneys’, consultants and experts’ fees and expenses, imposed upon or incurred by or asserted against Lessor by reason of any Entrance Fee Agreements or Entrance Fee Liabilities.”

[Signature pages follow]

Addendum

IN WITNESS WHEREOF, the parties have caused this Addendum to be executed and their respective corporate seals to be hereunto affixed and attested by their respective officers thereunto duly authorized as of this 31st day of October, 2012.

LESSEE:
EMERITUS CORPORATION, a Washington corporation
By:	/s/ Eric Mendelsohn
Name: Eric Mendelsohn
Title:   SVP Corporate Development

[Signature pages continue on next page]

Addendum

LESSOR:

HCPI TRUST, a Maryland real estate investment trust,

HCP SH ELP1 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP2 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP3 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH LASSEN HOUSE, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN LAUREL, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN VIEW, LLC, a Delaware limited liability company,

HCP SH OAKRIDGE, LLC, a Delaware limited liability company,

HCP SH RIVER VALLEY LANDING, LLC, a Delaware limited liability company, and

HCP SH SELLWOOD LANDING, LLC, a Delaware limited liability company

By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title: Executive Vice President

HCP SENIOR HOUSING PROPERTIES TRUST, a Delaware statutory trust,

By: HCP Senior Housing Properties, LLC, its Managing Trustee

By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title: Executive Vice President

Addendum

ADDENDUM — APPENDIX A

MAXIMUM ENTRANCE FEE FACILITY LIABILITIES

Entrance Fee Facility	Maximum Entrance Fee Facility Liabilities
Hillside	$[***], which amount shall automatically be  increased upon the expiration of each Lease Year during the Term (from and after the expiration of the first (1st) Lease Year) by a percentage equal to the CPI Increase
Maplewood	$[***]
Northpark Place	$[***]

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

Addendum

EX-10.40.1

Exhibit 10.40.1

Execution Version

FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO MASTER LEASE AND SECURITY AGREEMENT (this “Amendment”) is made as of December 4, 2012 (the “Effective Date”), by and between HCPI Trust, a Maryland real estate investment trust, HCP Senior Housing Properties Trust, a Delaware statutory trust, HCP SH ELP1 Properties, LLC, a Delaware limited liability company, HCP SH ELP2 Properties, LLC, a Delaware limited liability company, HCP SH ELP3 Properties, LLC, a Delaware limited liability company, HCP SH Lassen House, LLC, a Delaware limited liability company, HCP SH Mountain Laurel, LLC, a Delaware limited liability company, HCP SH Mountain View, LLC, a Delaware limited liability company, HCP SH Oakridge, LLC, a Delaware limited liability company, HCP SH River Valley Landing, LLC, a Delaware limited liability company, and HCP SH Sellwood Landing, LLC, a Delaware limited liability company (as their interests may appear, “Lessor”), and Emeritus Corporation, a Washington corporation (“Lessee”).

RECITALS

WHEREAS, Lessor and Lessee entered into that certain Master Lease and Security Agreement dated as of October 31, 2012 (the “Original Lease” and, as amended by this Amendment, the “Lease”), with respect to the Leased Property (as defined in the Original Lease).  All capitalized terms used and not defined in this Amendment shall have the meanings assigned to them in the Original Lease;

WHEREAS, the Original Lease provides (in the definition of “Allocated Initial Investment” in Section 2.1 thereof) that Lessor and Lessee will amend the Original Lease to reflect any agreed-upon revisions of the Allocated Initial Investments for any Facilities (as set forth in Exhibit A-1, Exhibit A-2 and/or Exhibit A-3 of the Original Lease), and Lessor and Lessee have agreed upon revisions of the Allocated Initial Investments for certain Facilities;

WHEREAS, the Original Lease provides (in Section 45.1.20.3 thereof) that Lessor and Lessee may amend the Original Lease to reflect the acquisition by Lessor of the fee or leasehold interest in any additional facilities pursuant to the Purchase Agreement, and Lessor has acquired as of the date hereof the fee interest in one of such facilities, i.e., the facility described as a “Pool 2 Potential Facility” in Exhibit A-2 of the Original Lease and commonly known as Cordova Estates (the “Cordova Estates Property”);

WHEREAS, the Original Lease provides (in Section 45.1.20.5 thereof) that Lessor and Lessee will amend the Original Lease to reflect any agreed-upon revisions of the legal descriptions for any Facilities (as set forth in Exhibit A-1, Exhibit A-2 and/or Exhibit A-3 of the Original Lease), and Lessor and Lessee have agreed upon revisions of the legal descriptions for certain Facilities; and

WHEREAS, Lessor and Lessee desire to amend the Original Lease (among other things) in order to effectuate the foregoing matters, all as more particularly set forth herein.

1

AMENDMENT

NOW THEREFORE, in consideration of the foregoing and the terms, covenants and conditions contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties hereby agree as follows:

1.Amendments.

(a)Exhibit A-1, Exhibit A-2 and Exhibit A-3 of the Original Lease are hereby replaced in their entirety by Exhibit A-1, Exhibit A-2 and Exhibit A-3, respectively, attached hereto and by this reference made a part hereof.

(b)For avoidance of doubt, the Cordova Estates Property is hereby deemed to be a “Facility” and a “Pool 2 Facility”, and included in the “Leased Property”, for all purposes of the Lease, effective as of the date hereof.

(c)Notwithstanding any provisions of Section 3.1 of the Original Lease to the contrary, the Minimum Rent allocable or attributable to the Cordova Estates Property (i) shall be payable for the period commencing on the date hereof and continuing through the Term, (ii) shall be pro rated for the period commencing on the date hereof and ending on December 31, 2012, and (iii) shall be payable for the period described in clause (ii) above on the date hereof.

(d)The definition of the term “Annual Minimum Capital Project Amount” set forth in Section 2.1 of the Original Lease is hereby amended to add “and the Other Purchase Agreement Facilities” after “all of the Facilities” in each of the first and second sentences of such definition.

(e)The definition of the term “Non-Stable Facility” set forth in Section 2.1 of the Original Lease is hereby amended and restated in its entirety to read as follows:

Non-Stable Facility:  Any Facility described as “Non-Stable” on Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, under the heading “Stable/Non-Stable”.

2.Representations and Warranties of Lessee.  As of the date hereof, Lessee represents and warrants to Lessor as follows:

(a)Lessee is duly organized and validly existing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessee.

(b)This Amendment has been duly authorized, executed and delivered by Lessee, and constitutes and will constitute the valid and binding obligations of Lessee enforceable against Lessee in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.

2

(c)Lessee is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessee, and is not in default in the payment of any material taxes levied or assessed against Lessee or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessee which would, in the aggregate, materially and adversely affect Lessee’s condition, financial or otherwise, or Lessee’s prospects or the Leased Property.

(d)Except for the Required Governmental Approvals to use and operate each Facility for its Primary Intended Use, no other material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessee.

(e)Subject to Lessee’s receipt of the Required Governmental Approvals, the execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirement applicable to Lessee or any Facility now in effect; (B) the organizational or charter documents of Lessee; (C) any judgment, order or decree of any Governmental Authority binding upon Lessee; or (D) any agreement or instrument to which Lessee is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessee.

(f)As of the date hereof, all Required Governmental Approvals with respect to the Cordova Estates Property have been obtained by Lessee.

(g)Lessee is in compliance with the requirements of the Orders.  Neither Lessee nor any Lessee Party (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning direct voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

3.Representations and Warranties of Lessor.  As of the date hereof, Lessor represents and warrants to Lessee as follows:

(a)Lessor is duly organized, validly existing and in good standing under the laws of its state of organization/formation, is qualified to do business and in good standing in the State (to the extent Lessor is required to be so by applicable Legal Requirements) and has full power, authority and legal right to execute and deliver this Amendment and to perform and observe the provisions of this Amendment to be observed and/or performed by Lessor.

(b)This Amendment has been duly authorized, executed and delivered by Lessor, and constitutes and will constitute the valid and binding obligations of Lessor enforceable against Lessor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency and creditors rights, laws and general principles of equity.

3

(c)Lessor is solvent, has timely and accurately filed all tax returns and extensions required to be filed by Lessor, and is not in default in the payment of any material taxes levied or assessed against Lessor or any of its material assets, and is not subject to any judgment, order, decree, rule or regulation of any Governmental Authority having jurisdiction over the Leased Property or Lessor which would, in the aggregate, otherwise materially and adversely affect Lessor’s condition, financial or otherwise, or Lessor’s prospects or the Leased Property.

(d)No material consent, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority is required for the due execution and delivery of this Amendment, or for the performance by or the validity or enforceability of this Amendment against Lessor.

(e)The execution and delivery of this Amendment and compliance with the provisions hereof will not result in (i) a material breach or violation of (A) any Legal Requirements applicable to Lessor now in effect; (B) the organizational or charter documents of Lessor; (C) any judgment, order or decree of any Governmental Authority binding upon Lessor; or (D) any material agreement or instrument to which Lessor is a counterparty or by which it is bound; or (ii) the acceleration of any material obligation of Lessor.

(f)Lessor is in compliance with the requirements of the Orders.  Neither Lessor nor any of its Affiliates (A) is listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC pursuant to the Order and/or on any other Lists; (B) is a Person (as defined in the Order) who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is owned or controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

4.Miscellaneous.

(a)Ratification and Confirmation of Lease.  This Amendment shall be deemed incorporated into the Original Lease and shall be construed and interpreted as though fully set forth therein.  As amended by this Amendment, the terms and provisions of the Lease are hereby ratified and confirmed in all respects.

(b)Reaffirmation of Lease and Treatment Thereof.  Lessor and Lessee hereby acknowledge, agree and reaffirm that (i) except as otherwise expressly provided in the Lease (as hereby amended) to the contrary and for the limited purposes so provided, the Lease (as hereby amended) is and the parties intend the same for all purposes to be treated as a single, integrated and indivisible agreement and economic unit, and (ii) except as otherwise required by Legal Requirements or any accounting rules or regulations, the Lease (as hereby amended) shall be treated as an operating lease for all purposes and not as a synthetic lease, financing lease or loan, and Lessor shall be entitled to all the benefits of ownership of the Leased Property (including the Cordova Estates Property), including depreciation for all federal, state and local tax purposes.

4

(c)Conflicts.  In the event of any conflict between the provisions of this Amendment and those of the Original Lease, the provisions of this Amendment shall control.

(d)Counterparts; Electronically Submitted Signatures.  This Amendment may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument.  Signatures transmitted via facsimile or other electronic means (including emailed pdf files) may be used in place of original signatures on this Amendment, and Lessor and Lessee both intend to be bound by such signatures transmitted via facsimile or other electronic means.

(e)Severability.  If any term or provision of this Amendment or any application thereof shall be held invalid or unenforceable, the remainder of this Amendment and any other application of such term or provision shall not be affected thereby.

[Signature Pages Follow]

5

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and attested by their respective officers thereunto duly authorized.

LESSEE:

EMERITUS CORPORATION, a Washington corporation

By:	/s/ Eric Mendelsohn
Name:	Eric Mendelsohn
Title:	SVP Corporate Development

[Signature pages continue on next page]

LESSOR:

HCPI TRUST, a Maryland real estate investment trust,

HCP SH ELP1 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP2 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH ELP3 PROPERTIES, LLC, a Delaware limited liability company,

HCP SH LASSEN HOUSE, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN LAUREL, LLC, a Delaware limited liability company,

HCP SH MOUNTAIN VIEW, LLC, a Delaware limited liability company,

HCP SH OAKRIDGE, LLC, a Delaware limited liability company,

HCP SH RIVER VALLEY LANDING, LLC, a Delaware limited liability company, and

HCP SH SELLWOOD LANDING, LLC, a Delaware limited liability company

By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title: Executive Vice President
HCP SENIOR HOUSING PROPERTIES TRUST, a Delaware statutory trust
By: HCP Senior Housing Properties, LLC, its Managing Trustee
By:	/s/ Kendall K. Young
Name: Kendall K. Young
Title: Executive Vice President

Signature Page to First Amendment to Master Lease and Security Agreement

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached.]

Exhibit A-1

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 1 Facilities

555

Azalea Gardens

100 Azalea Dr

Oxford

MS

HCP SH ELP1 Properties, LLC

80

[***]

80-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

602

Briarwood

4865 Main St

Springfield

OR

HCP SH ELP1 Properties, LLC

126

[***]

4-unit cottage, 122-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

532

Buckingham Estates

1824 Manchester Rd

Glastonbury

CT

HCP SH ELP1 Properties, LLC

46

[***]

46-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

614

Chandler Place

745 Dilworth Ln

Rock Hill

SC

HCP Senior Housing Properties Trust

120

[***]

120-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

647

Chesterley Court

1100 N 35th Ave

Yakima

WA

HCP SH ELP3 Properties, LLC

14

[***]

14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

648

Chesterley Meadows

1100 N 35th Ave

Yakima

WA

HCP SH ELP1 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

598

Cougar Springs

1942 SW Canyon Dr

Redmond

OR

HCP SH ELP1 Properties, LLC

88

[***]

2-unit cottage, 62-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

540

Courtyard Gardens

1000 River Centre Pl

Lawrenceville

GA

HCP SH ELP1 Properties, LLC

48

[***]

36-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

624

Eden Estates

1997 Forest Ridge Dr

Bedford

TX

HCP SH ELP1 Properties, LLC

126

[***]

63-unit independent living, 63-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

635

Emerald Pointe

995 S Regency Rd

Cedar City

UT

HCP SH ELP1 Properties, LLC

55

[***]

42-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2028.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

645

Fishers Landing

17171 Southeast 22nd Dr

Vancouver

WA

HCP SH ELP1 Properties, LLC

75

[***]

75-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

650

Fox River

5800 Pennsylvania Ave

Appleton

WI

HCP SH ELP1 Properties, LLC

80

[***]

62-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

544

Georgian Place

355 Millard Farmer Industrial Blvd

Newnan

GA

HCP SH ELP1 Properties, LLC

54

[***]

32-unit independent living, 22-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

608

Grayson View Selinsgrove

29 Grayson View Ct

Selinsgrove

PA

HCPI Trust

81

[***]

73-unit assisted living care, 8-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

3 Years and 11 Months

[***]

[***]

610

Hawthorne Inn at Greenville

20 Hawthorne Park Ct

Greenville

SC

HCP Senior Housing Properties Trust

52

[***]

39-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

579

Heritage Place

1380 N Heritage Ln

Tahlequah

OK

HCP SH ELP1 Properties, LLC

39

[***]

39-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

604

Lakeside

2201 N 3rd Ave

Stayton

OR

HCP SH ELP1 Properties, LLC

62

[***]

62-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

605

Lakeside Cottages

2201 N 3rd Ave

Stayton

OR

HCP SH ELP1 Properties, LLC

12

[***]

12-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

618

Legacy Crossing

910 Murfreesboro Rd

Franklin

TN

HCP SH ELP1 Properties, LLC

124

[***]

124-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

616

Lexington Gardens

190 McSwain Dr

West Columbia

SC

HCP Senior Housing Properties Trust

72

[***]

72-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2028.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

577

Manchester House

2333 Manchester Dr

Oklahoma City

OK

HCP SH ELP3 Properties, LLC

52

[***]

33-unit assisted living care, 19-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

599

Manor House

3400 NW Edenbower Blvd

Roseburg

OR

HCP SH ELP3 Properties, LLC

56

[***]

56-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

529

Meadowlark

351 Bruce St

Yreka

CA

HCP SH ELP1 Properties, LLC

72

[***]

58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

637

Monroe House

46555 Harry Byrd Hwy

Sterling

VA

HCP SH ELP3 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

560

Northridge

5410 17th Ave

Kearney

NE

HCP SH ELP3 Properties, LLC

113

[***]

73-unit independent living, 40-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

554

Oak Tree Village

363 Jungermann Rd

Saint Peters

MO

HCP Senior Housing Properties Trust

186

[***]

166-unit independent living, 20-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

523

Peridot

211 Bradshaw Dr

Prescott

AZ

HCP SH ELP3 Properties, LLC

102

[***]

102-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

620

Remington House

640 Rock Springs Rd

Kingsport

TN

HCP SH ELP1 Properties, LLC

50

[***]

50-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

606

River Valley Landing

19200 SW 65Th Ave

Tualatin

OR

HCP SH River Valley Landing, LLC

120

[***]

120-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

621

Rose Terrace

6015 Primacy Pkwy

Memphis

TN

HCP SH ELP1 Properties, LLC

48

[***]

48-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2028.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-1

(List of Pool 1 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

628

Rosemont at Clearlake

14101 Bay Pointe Ct

Houston

TX

HCP SH ELP1 Properties, LLC

91

[***]

67-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

470

Sequoia Springs

2401 Redwood Way

Fortuna

CA

HCP SH ELP3 Properties, LLC

80

[***]

66-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

661

Sequoia Springs Cottages

2401 Redwood Way

Fortuna

CA

HCP SH ELP3 Properties, LLC

21

[***]

21-unit cottage and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

632

Spring Creek Gardens

6410 Old Orchard Dr

Plano

TX

HCP SH ELP1 Properties, LLC

65

[***]

44-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

578

Statesman Club

10401 Vineyard Blvd

Oklahoma City

OK

HCP SH ELP2 Properties, LLC

137

[***]

137-unit independent living and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

646

Stonebridge

7900 Ne Vancouver Mall Dr

Vancouver

WA

HCP SH ELP1 Properties, LLC

60

[***]

60-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

537

Terrace at Riverstone

125 Riverstone Terrace

Canton

GA

HCP SH ELP3 Properties, LLC

93

[***]

65-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

8 Years and 11 Months

[***]

[***]

528

The Palms

100 Sterling Ct

Roseville

CA

HCP SH ELP1 Properties, LLC

101

[***]

86-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

603

Woodside Village

4851 Main St

Springfield

OR

HCP SH ELP1 Properties, LLC

53

[***]

53-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

Total Lease Pool 1 Facilities (39 Properties)

2,994

16 Years

10 Years

7 Years

[***]

[***]

Lease Pool 1 Potential Facility**

587

Hermiston Terrace

980 W Highland Ave

Hermiston

OR

HCP SH Hermiston Terrace, LLC

57

[***]

57-unit assisted living care and such other uses necessary or incidental to such use

16 Years

10 Years

7 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2028.

** The foregoing facility listed under the heading “Lease Pool 1 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oxford, Emeritus at)

(Azalea Gardens)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LAFAYETTE, STATE OF MISSISSIPPI, AND IS DESCRIBED AS FOLLOWS:

A tract of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a 1/2” rebar found located 8,294.09 feet South and 268.42 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West; run thence due East for a distance of 520.58 feet to a 1/2” rebar found; run thence S 32° 19’02” E for a distance of 27.57 feet to a 1/2” rebar found; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar found; run thence S 36° 23’ 02” E for a distance of 5.00 feet to a 1/2” rebar found; run thence S 57° 40’ 58” W for a distance of 108.35 feet to a 1/2” rebar found; run thence S 32° 19’ 02” E for a distance of 180.30 feet to a 1/2” rebar found; run thence due South for a distance of 52.73 feet to a 1/2” rebar found; run thence S 14° 04’ 20” W for a distance of 106.93 feet to a 1/2” rebar found; run thence due South for a distance of 105.01 to a 1/2” rebar found; run thence N 89° 22’ 31” W for a distance of 493.05 feet to 1/2” rebar found; run thence N 00° 11’ 42” E for a distance of 512.74 feet to the Point of Beginning of the herein described tract of land, said tract contains 5.81 acres, more or less.

Together with a perpetual right-of-way with the right to erect, construct, install, and thereafter use, operate, repair, maintain, replace a roadway and the necessary appurtenances thereto, together with the right of ingress and egress for the purposes for which the above mentioned rights are granted, on, over and across the following described property situated in Lafayette County, Mississippi, to-wit:

A tract of land being located in the Southwest Quarter (SW 1/4) of Section 33, Township 8 South, Range 3 West, and in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a point being located 7,047.32 feet south and 2,149.92 feet east of a concrete monument marking the Northwest Corner of the Southwest Quarter of Section 28, township 8 South, Range 3 West, run thence S 08° 36’ 53” E for a distance of 98.84 feet to a point; run thence S 25° 11’ 50” W for a distance of 143.27 feet to a point on a curve to the right; run thence along said circular curve for a distance of 491.67 feet, with a radius of 506.92 feet, said curve having a chord bearing of S 52° 59’ 01” W and a chord distance of 472.62 feet to a point; run thence S 80° 46’ 10” W for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said curve for a distance of 247.20 feet with a radius of 282.57 feet, said curve having a chord bearing of S 55° 42’ 26” W and a chord distance of 239.40 feet to a point; run thence S 30° 38’ 43” W for a distance of 157.39 feet to a point on a circular curve to the right; run thence along said circular curve for a distance of 281.64 feet with a radius of 702.50 feet, said curve having a chord bearing of S 42° 07’ 51” W and a chord distance of 279.76 feet to a point; run thence S 53° 36’ 58” W for a distance of 445.85 feet to a found 1/2” rebar, said point being the northeast corner of a 5.81 acre tract; run thence N 32° 19’ 02” W for a distance of 27.57 feet to a found 1/2” rebar; run thence due west for a distance of 46.36 feet to a point; run thence N 53° 36’ 58” E for a distance of 481.22 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 259.59 feet with a radius of 647.50 feet, said curve having a chord bearing of N 42° 07’ 51” E and a chord distance of 257.86 feet to a point; run thence N 30° 38’ 43” E for a distance of 157.39 feet to a point on a circular curve to the right, run thence along said circular curve for a distance of 295.32 feet with a radius of 337.57 feet, said curve having a chord bearing of N 55° 42’26” E and a chord distance of 285.99 feet to a point; run thence N 80° 46’ 10” E for a distance of 99.29 feet to a point on a circular curve to the left; run thence along said circular curve for a distance of 438.33 with a radius of 451.92 feet, said curve having a chord bearing of N 52° 59’ 01” E

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oxford, Emeritus at)

(Azalea Gardens)

and a chord distance of 421.35 feet to a point; run thence N 25° 11’ 50” E for a distance of 225.39 feet to the point of beginning, said tract contains 2.40 acres, more or less, within the herein described easement.

LESS AND EXCEPT:

A parcel of land in the Northwest Quarter (NW 1/4) of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Beginning at a point located 8,294.08 feet South and 788.80 feet East of a concrete monument marking the Northwest Corner of the Southwest Quarter (SW 1/4) of Section 28, Township 8 South, Range 3 West; run thence S 32° 19’ 02” E for a distance of 27.57 feet to a 1/2” rebar set; run thence S 53° 36’ 58” W for a distance of 32.08 feet to a 1/2” rebar set; run thence S 36° 23’02” E for a distance of 5.00 feet to a 1/2” rebar set; run thence S 57° 40’ 58” W for a distance of 21.85 feet to a 1/2” rebar set on a curve to the right; run thence along said curve to the right, said curve having a radius of 48.00 feet and an are length of 75.52 feet, a chord bearing of N 31° 27’ 11” W with a chord length of 67.97 feet to a 1/2” rebar set; run thence N 89° 56’ 58” E for a distance of 62.05 feet to the Point of Beginning of the herein described parcel of land, said parcel contains 0.07 acres of land, more or less.

AND ALSO DESCRIBED AS PER SURVEY:

A parcel of land lying in the Northwest Quarter of Section 4, Township 9 South, Range 3 West, City of Oxford, Lafayette County, Mississippi, and being more particularly described as follows:

Commence at the Northwest corner of the Southwest Quarter of Section 28, Township 8 South, Range 3 West, said Lafayette County; thence East 268.42 feet to a point; thence South 8294.09 feet to a 5/8” capped rebar set (SMW LS 02859) and the Point of Beginning; thence S 89° 29’ 22” E along the southerly line of Lots 2-6 and Lot A of The Azaleas P.U.D. Phase III, Part I as recorded in Plat Cabinet B, Sheet 15 in the Chancery Clerks Office for said Lafayette County, for a distance of 458.49 feet to a 5/8” capped rebar set (SMW LS 02859); thence along the westerly right-of-way line of the cul-de-sac of Azalea Drive with a curve to the left having an arc length of 75.61 feet, a  radius of 48.00 feet, and a chord bearing and distance of S 30° 56’ 33” E for 68.03 feet to a 1/2” rebar found; thence leaving said westerly right-of-way line S 58° 11’ 36” W for a distance of 86.54 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 31° 42’ 24” E along the westerly line of Lots 12-15 of Azalea Cove as recorded in Plat Cabinet B, Sheet 16 in the Chancery Clerks Office for said Lafayette County, for a distance of 180.86 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W for a distance of 52.07 feet to a 1/2” rebar found at the southwest corner of said Lot 12; thence S 14° 34’ 58” W for a distance of 106.93 feet to a 5/8” capped rebar set (SMW LS 02859); thence S 00° 30’ 38” W along the westerly line of Lot 10 of said Azalea Cove for a distance of 105.01 feet to a 5/8” capped rebar set (SMW LS 02859) at the southwest corner of said Lot 10; thence N 88° 51’ 53” W for a distance of 493.05 feet to a 5/8” capped rebar set (SMW LS 02859); thence N 00° 42’ 20” E for a distance of 512.74 feet to the Point of Beginning. Said described parcel of land contains 5.78 acres, more or less.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Springfield - The Briarwood, Emeritus at)

(Briarwood)

Parcel 1, of LAND PARTITION PLAT NO. 99-P1265, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Buckingham Estates Memory Care Community)

Address:	1824 Manchester Road
City/Town:	Glastonbury
County:	Hartford
State:	CT

A certain piece or parcel of land, with the buildings and improvements thereon and appurtenances thereto, located on the southerly side of Manchester Road (Conn. Rte. 83) in the Town of Glastonbury, County of Hartford and State of Connecticut, shown as “Parcel B Area” on a map or plan entitled “ALTA/ACSM Land Title Survey Development Plan for Parcels A, B, and C Prepared for ALS - Northeast LLC Glastonbury, Conn. Date: 5-25-99 Scale: 1’ = 80’ Map No. 109-97-1Y”, revised 8-5-99, made by Megson & Heagle, Civil Engineers & Land Surveyors, which map is on file in the Glastonbury Town Clerk’s Office as Map #6088A. Said Parcel B is more particularly described as follows:

Beginning at a point in the southerly street line of Manchester Road located 315.98 feet southwesterly of a highway monument, said point marks the northeasterly corner of land shown as “Parcel A” on said map, and the northwesterly corner of the parcel herein described; thence running N 81° 13’ 20” E for a distance of 315.98 feet to a point marked by said monument; thence running along a curve to the right with a central angle of 00° 50’ 51”, a radios of 3567.00 feet for a distance of 52.76 feet to a point, the last two courses being along the street line of Manchester Read; thence running S 23° 00’ 00” W for a distance of 58.44 feet to a point; thence running S 10° 55’ 25” E for a distance of 76.65 feet to a point; thence running S 33° 15’ 00” E for a distance of 519.81 feet to a point; thence running S 13° 17’ 35” E for a distance of 424.59 feet to a point; thence running S 71° 15’ 40” W for a distance of 15.37 feet to a point; thence running S 79° 10’ 20” W for a distance of 195.21 feet to a point; thence running S 88° 44’ 10” W for a distance of 96.50 feet to a point, the last seven courses being along land shown as “Parcel C” on said map; thence running N 84° 40’ 30” W along land shown as “Parcel C” and land shown as “Parcel A” on said map, in part by each, for a distance of 343.94 feet to a point; thence running N 07° 03’ 00” W for a distance of 634.60 feet to a point; thence running N 07° 40’ 20” W for a distance of 166.68 feet to a point; thence running N 16° 30’ 00” E for a distance of 61.05 feet to a point; thence N 07° 40’ 20” W for a distance of 80.12 feet to the point or place of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

Real property in the City of Rock Hill, County of York, State of South Carolina, described as follows:

ALL THOSE CERTAIN PIECES, PARCELS OR TRACTS OF LAND, WITH ANY IMPROVEMENTS THEREON, SITUATE, LYING, AND BEING LOCATED IN THE CITY OF ROCK HILL, COUNTY OF YORK, STATE OF SOUTH CAROLINA, BEING SHOWN AND DESIGNATED AS THE “DEVELOPMENT PARCEL” CONTAINING 4.24 ACRES, 184,852 SQUARE FEET, AND THE “60’ ACCESS EASEMENT PARCEL” CONTAINING 0.60 ACRES, 26,219 SQUARE FEET, ON A PLAT PREPARED FOR CHANDLER PLACE AT ROCK HILL LIMITED PARTNERSHIP BY FISHER-SHERER, INC., DATED APRIL 16, 2002, AND LAST REVISED MAY 9, 2002, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-67 AT PAGE 1, AND HAVING THE FOLLOWING. METES, BOUNDS, COURSES, DISTANCES AND DIRECTIONS AS SHOWN ON SAID PLAT, WHICH PLAT IS INCORPORATED HEREIN BY REFERENCE, TO-WIT:

DEVELOPMENT PARCEL:

BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR RAGIN LANE AND INDIA HOOK ROAD, BEING THE POINT OF COMMENCEMENT (P. O. C), AND PROCEEDING S53°02’11”E ALONG RAGIN LANE FOR A DISTANCE OF 193.90 FEET TO A NEW 5/8” IRON PIN SET DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHERN CORNER OF THE SUBJECT PROPERTY ON THE SOUTHERN SIDE OF THE RIGHT-OF-WAY FOR RAGIN LANE; AND THEN RUNNING S60°39’23”E ALONG THE RIGHT-OF-WAY OF RAGIN LANE FOR A DISTANCE OF 447.18 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S27°31’44”W ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., AND PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 279.55 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59°27’15”E ALONG THE SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 40.76 FEET TO AN EXISTING 5/8” IRON PIN POUND; THEN TURNING AND RUNNING S31°39’47”W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 128.31 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N64°16’47”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 86.26 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39°18’39”W ALONG SAID PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 21.06 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG 60’ ACCESS EASEMENT PARCEL FOR A CHORD BEARING OF N69°22’25’W AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N43°44’18”E AND A CHORD DISTANCE OF 22.95 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15° 17’ 21” E AND A CHORD DISTANCE OF 42.28 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N19° 24’ 09” W AND A CHORD DISTANCE OF 26.38 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N60° 39’ 23” W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 83.96 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N15° 39’ 23” W AND A CHORD DISTANCE OF 21.21 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29° 20’ 37” E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 28.17 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N60° 39’ 23” W ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 89.81 FEET TO A NEW 5/8” IRON PIN SET; THEN TURNING AND RUNNING N29° 12’ 42” E ALONG THE SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 73.59 FEET TO AN EXISTING 1” IRON PIPE FOUND; THEN CONTINUING N29° 12’ 42” E ALONG PROPERTY NOW OR FORMERLY OF DENNIS W. HARRINGTON FOR A DISTANCE OF 266.08 FEET TO A NEW 5/8” IRON PIN SET, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.

AND

60’ ACCESS EASEMENT PARCEL:

BEGINNING AT THE POINT OF THE RIGHTS-OF-WAY INTERSECTION FOR INDIA HOOK ROAD AND HEATHRIDGE ROAD, BEING THE POINT OF COMMENCEMENT (P.O.C.), AND PROCEEDING N08° 07’ 23” E ALONG INDIA HOOK ROAD FOR A DISTANCE OF 63.81 FEET TO AN EXISTING 5/8” IRON PIN FOUND DESIGNATED AS THE P.O.B. (POINT OF BEGINNING) AND LOCATED AT THE NORTHWESTERN MOST CORNER OF THE SUBJECT PROPERTY ON THE EASTERN SIDE OF THE RIGHT-OF-WAY OF INDIA HOOK ROAD; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF S75° 02’ 29” E AND A CHORD DISTANCE OF 28.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N59° 50’ 13” E ALONG SAID PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 27.12 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THENCE TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N67° 33’ 14” E AND A CHORD DISTANCE OF 48.34 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N75° 16’ 15” E ALONG PROPERTY NOW FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 163.27 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A CHORD BEARING OF N77° 00’ 34” E AND A CHORD DISTANCE OF 10.93 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG THE DEVELOPMENT PARCEL FOR A CHORD BEARING OF S69° 22’ 25” E AND A CHORD DISTANCE OF 190.11 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S39° 18’ 39” W ALONG PROPERTY DESIGNATED AS TRACT 2 NOW OR FORMERLY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., FOR A DISTANCE OF 62.50 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF N67° 42’ 03” W AND A CHORD DISTANCE OF 144.54 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND, RUNNING S75° 16’ 15” W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE 163.27 FEET TO AN EXISTING

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chandler Place Retirement Community)

5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S67° 33’ 14” W AND A CHORD DISTANCE OF 32.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING S59 °50’ 13” W ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A DISTANCE OF 27.53 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING IN A CURVED LINE ALONG SAID PROPERTY NOW OR FORMERLY OF SPRING ARBOR-ROCK HILL FOR A CHORD BEARING OF S14° 57’ 17” W AND A CHORD DISTANCE OF 28.23 FEET TO AN EXISTING 5/8” IRON PIN FOUND; THEN TURNING AND RUNNING N29° 55’ 40” W ALONG THE RIGHT-OF-WAY OF INDIA HOOK ROAD FOR A DISTANCE OF 100.00 FEET TO AN EXISTING 5/8” IRON PIN FOUND, BEING THE POINT OF BEGINNING (P.O.B.); BE ALL MEASUREMENTS A LITTLE MORE OR LESS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Chesterley Court Memory Care Community)

The North 30 feet of the South 428 feet of the East 306.83 feet of Tract 11, NATCHES ORCHARD TRACTS, recorded in Volume “A” of Plats, page 69, records of Yakima County, Washington.

AND the East 145 feet of the North 130.67 feet of Lot 2 of Short Plat recorded in Book “H” of Short Plats, page 4, under Auditor’s File Number 2430471, records of Yakima County, Washington.

AND THE South 50.2 feet of the East 145 feet of Lot 5 of the Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;

ALSO more particularly described as follows:

Commencing at the Northeast corner of Lot 5 of Short Plat filed under Auditor’s File Number 7207996, records of Yakima County, Washington;

thence along the East line of said Lot 5, South 00°06’29” West, a distance of 203.83 feet to the point of beginning;

thence South 00o06’29” East 50.20 feet;

thence South 00o13’41” West 100.67 feet;

thence South 89o25’05” East 306.83 feet;

thence South 00o13’41” West 30.00 feet;

thence North 89o25’05” West 306.83 feet;

thence North 89o16’59” West 145.00 feet;

thence North 00o13’41” West 130.67 feet;

thence North 00o06’29” West 50.20 feet;

thence South 89o16’59” East 145.00 feet to the point of beginning.

Situated In Yakima County, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Chesterley Meadows)

EXHIBIT A

Description of Parcel A

Lots 1, 2, 3, and 4 of Short Plat recorded under Auditor’s File Number 7207996, records of Yakima County, Washington;

TOGETHER WITH that portion of North 35th Avenue, vacated under Ordinance No. 2007-28 and filed under Auditor’s File Number 7592083.

Situated in Yakima County, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Chesterley Meadows)

EXHIBIT B

Description of Parcel B

Lot 5 of City of Yakima Short Plat recorded March 21, 2001 under Recording No. 7207996, in Yakima County, Washington.

Except the South 50.2 feet of the East 145 feet thereof conveyed to Central Washington Senior Care, L.L.C. by deed recorded December 30, 2002 under Recording No. 7309549 and re-recorded January 9, 2003 under Recording No. 7311284.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Chesterley Meadows)

EXHIBIT C

Description of Easement Area

The right-of-way of North 35th Avenue as shown on the City of Yakima short plat (Parcel No. 181315-14412), AF No. 1207996, recorded March 21, 2001.

COMMENCING at the Northwest corner of Lot 1 as shown on the City of Yakima Short Plat (Parcel No. 181314-14412), AF No. 1207996, North 90o0’00” East, 113.7 feet to the most Northwesterly corner of North 35th Avenue right-of-way and the POINT OF BEGINNING;

thence South 44o55’56” East 42.38 feet;

thence South 00o08’08” West 450.70 feet;

thence South 45o24’17” West, 20.39 feet to the intersecting corner of Lot 4 and Lot 5;

thence South 00o08’08” West 12.45 feet;

thence South 45o00’00” East 28.00 feet;

thence South 89o16’59” East 36.99 feet;

thence North 45o00’00” East 32.11 feet;

thence North 00o08’08” East, 9.01 feet to the intersecting corner of Lot 5 and Lot 3;

thence North 44o33’45” West 21.32 feet;

thence North 00o08’08” East 450.84 feet;

thence North 45o04’04” East 42.46 feet;

thence South 90o00’00” West 110.00 feet to the POINT OF BEGINNING.

Containing 0.642 acres, more or less.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cougar Springs Assisted Living Community, Emeritus at)

Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cougar Springs Memory Care Community, Emeritus at)

Parcel Two (2) of Partition Plat No. 2002-11, filed January 29, 2002, in Partition Cabinet 2, Page 243, Deschutes County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Courtyard Gardens Assisted Living and Memory Care Community)

A parcel of land lying in and being part of Land Lot 33 of the 7th Land District of Gwinnett County, Georgia, and being more particularly described as follows:

Commencing at the intersection of the Southerly right-of-way line of Riverside Parkway, a 100-foot right-of-way, with the line common to Land Lot 32 and Land Lot 33; thence, on last said line, South 08 degrees 39 minutes 49 seconds West, 1362.61 feet to the point of beginning and a point on a curve, said point having a radial bearing of South 46 degrees 18 minutes 53 seconds East and being on the cul-de-sac of River Centre Place, a 40-foot easement for ingress, egress and utilities; thence, on the line of said cul-de-sac, around and along a curve to the left, said curve having a radius of 45.00 feet and a central angle of 110 degrees 00 minutes 55 seconds, an arc distance of 86.41 feet (South 11 degrees 19 minutes 21 seconds East, 73.73 feet, chord bearing and distance) to a point on said curve; thence, radial to last said curve, South 23 degrees 40 minutes 25 seconds West, 288.11 feet; thence, South 05 degrees 00 minutes 04 seconds, 80.40 feet to the Northerly right-of-way line of State Highway No. 120, a right-of-way of varied width as now established; thence, on said Northerly right-of-way line, South 84 degrees 59 minutes 56 seconds West, 18.12 feet to a point of curvature; thence, continue on said Northerly right-of-way line, around and along a curve to the left, said curve having a radius of 5799.58 feet and a central angle of 00 degrees 12 minutes 58 seconds, an arc distance of 21.88 feet (South 84 degrees 53 minutes 27 seconds West, 21.88 feet, chord bearing and distance) to a point on said curve; thence, North 05 degrees 00 minutes 04 seconds West, 65 feet, more or less, to the centerline of Yellow River; thence, Westerly, Northerly, Easterly by and along said centerline of Yellow River and following the meandering thereof, 1114 feet, more or less to a point which bears North 46 degrees 19 minutes 10 seconds west from the point of beginning; thence, South 46 degrees 19 minutes 10 seconds East, 367 feet, more or less, to the point of beginning.

Said parcel being 5.17 acres (225.205 Square Feet), more or less, in area.

Together with a non-exclusive, perpetual easement for ingress, egress and utilities over and upon the following described lands:

From the above described point of beginning and on the cul-de-sac of River Centre Place, around and along a curve to the right, said curve having radius of 45.00 feet and a central angle of 108 degrees 02 minutes 02 seconds, an arc distance of 84.85 feet (South 82 degrees 17 minutes 52 seconds East, 72.8 feet, chord bearing and distance) to a point of reverse curve; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 55 degrees 26 minutes 18 seconds East, 13.69 feet, chord bearing and distance) to a point of tangency; thence, south 82 degrees 35 minutes 44 seconds East, 353.71 feet to a

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Courtyard Gardens Assisted Living and Memory Care Community)

point of curvature; thence, around and along a curve to the left, said curve having a radius of 100.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 95.33 feet (North 70 degrees 05 minutes 43 seconds East, 91.76 feet, chord bearing and distance) to a point of tangency; thence, North 42 degrees 47 minutes 10 seconds East, 6.47 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 20.00 feet and a central angle of 93 degrees 50 minutes 01 second, an arc distance of 32.75 feet (North 04 degrees 07 minutes 51 seconds) West; 29.21 feet, chord bearing and distance) to a point on the Southwesterly right-of-way line of McKendree Church Road, a 60-foot right-of-way as now established, and a point on a curve, said point having a radial bearing of South 38 degrees 57 minutes 09 seconds West; thence, on said Southwesterly right-of-way line, around and along a curve to the right, said curve having a radius of 424.00 feet and a central angle of 11 degrees 22 minutes 13 seconds, an arc distance of 84.14 feet (South 45 degrees 21 minutes 45 seconds East; 84.00 feet chord bearing and distance) to a point on said curve; thence, around and along a curve to the left, said curve having a radius of 20.00 feet and a central angle of 97 degrees 32 minutes 12 seconds, an arc distance of 34.05 feet (North 88 degrees 26 minutes 44 seconds West, 30.08 feet, chord bearing and distance) to a point of tangency; thence South 42 degrees 47 minutes 10 seconds West, 3.88 feet to a point of curvature; thence, around and along a curve to the right, said curve having a radius of 140.00 feet and a central angle of 54 degrees 37 minutes 06 seconds, an arc distance of 133.46 feet (South 70 degrees 05 minutes 43 seconds West, 128.46 feet, chord bearing and distance) to a point of tangency; thence, North 82 degrees 35 minutes 44 seconds West, 353.71 feet to a point of curvature; thence, around and along a curve to the left, said curve having a radius of 15.00 feet and a central angle of 54 degrees 18 minutes 53 seconds, an arc distance of 14.22 feet (South 70 degrees 14 minutes 50 seconds West, 13.69 feet, chord bearing and distance) to a point of reverse curve; thence, around and along curve to the right, said curve having a radius of 45.00 feet and a central angle of 180 degrees 35 minutes 44 seconds, an arc distance of 141.84 feet (North 46 degrees 36 minutes 45 seconds West, 90.00 feet, chord bearing and distance) to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eden Estates, Emeritus at)

Tract 1

Lot 1, Block 1 of Sherwood Gardens, an addition to the City of Bedford, Tarrant County, Texas, according to the plat thereof recorded in Cabinet A, Page 2693, Plat Records, Tarrant County, Texas.

Tract 2 (Easement Estate)

Those easement rights created in that certain Reciprocal Access Easement Agreement executed by and between Edengardens-Bedford, L.P. and K & K Properties dated September 26, 2002, filed for record November 8, 2002 and recorded in Volume 16127, Page 176, Deed Records, Tarrant County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Emerald Pointe, Emeritus at)

Situated in the County of Iron, State of Utah:

Beginning at a point North 89°25’24” East along the Section line 1358.89 feet and South 00°48’43” East along the 1/16 Section line 1341.29 feet and North 90°00’00” East 49.19 feet from the Northwest corner of Section 22, Township 36 South, Range 11 West, Salt Lake Base and Meridian (said point being on the East R.O.W. line of Regency Road) and running thence North 24°28’19” East along said R.O.W. line 423.96 feet; thence 149.13 feet along the arc of a curve to the right through a central angle of 68°21’18” and radius of 125.00 feet; thence South 87°10’22” East 80.14 feet; thence 25.03 feet along the arc of a curve to the right through a central angle of 95°35’21” and radius of 15.00 feet to the West R.O.W. line of Bentley Boulevard; thence South 08°24’59” West along said R.O.W. line 190.74 feet; thence 245.42 feet along the arc of a curve to the right through a central angle of 30°06’35” and radius of 467.00 feet; thence South 38°31’34” West 191.03 feet; thence departing said R.O.W. line North 51°28’26” West 189.51 feet to the East R.O.W. line of Regency Road; thence Northeasterly along said R.O.W. line a distance of 5.24 feet along the arc of a non tangent curve to the right (chord bears North 23°18’16”. East 5.24 feet) through a central angle of 02°00’06” and radius of 150.00 feet to the point of beginning.

Informational Note: Tax Parcel No.: B-1135-0077-0022

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Fisher’s Landing, Emeritus at)

THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS:

PARCEL I

Lot 1 as described in and delineated on that Short Plat recorded July 22, 1999 in Book 3 of Short Plats, Page 300, and under Auditor’s File No. 3132389, records of Clark County, Washington; being a portion of the Northeast quarter of Section 1, Township 1 North, Range 2 East and the Northwest quarter of Section 6, Township 1 North, Range 3 East of the Willamette Meridian, Clark County, Washington.

PARCEL II

The Easement Rights contained within the Declaration of Covenants, Conditions and Restrictions for Fisher’s Landing Towncenter Commercial recorded December 20, 1989 under Auditor’s File No. 8912200128, records of Clark County, Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Fox River Assisted Living & Memory Care Community)

Unit One (1) together with said unit’s undivided interest in the master common elements (and the exclusive use of the limited common elements appurtenant to said unit) all in GEORGETOWNE PLACE Condominium per Condominium Plat as set forth in the Declaration, hereinafter described, being a condominium created under the Condominium Ownership Act of the State of Wisconsin by a “Declaration of Condominium for GEORGETOWNE PLACE Condominium”, recorded in the Office of the Register of Deeds for Outagamie County, Wisconsin, September 25, 1997, as Document No. 1242108, and by First Amendment to Master Declaration recorded on October 6, 1998 as Document No. 1293091 and by Addendum to Master Declaration of Condominium for Georgetowne Place Condominium in the Town of Grand Chute, Outagamie County, Wisconsin dated September 26, 2003 and recorded October 2, 2002 at 1: 00 PM as Document No. 1580056, said Condominium being located in the Town of Grand Chute, County of Outagamie, State of Wisconsin on the real estate described in said Declaration and incorporated herein by this reference thereto.

Together with all appurtenant rights, title and interests, including (without limitation):

a)the undivided percentage interest in all Common Elements as specified of such Unit in the aforementioned Declaration:

b)the right to use of the areas and/or facilities, if any, specified in the aforementioned Declaration as Limited Common Elements for such Unit and

c)membership in the GEORGETOWNE PLACE Owner’s Association, (hereafter the “Owner’s Association”), as provided for in the aforementioned Declaration and in any Articles of Incorporation and/or Bylaws for such Owner’s Association.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY:

Tax Parcel Number: 103-050100

Property Address: 5800 Pennsylvania Ave., Appleton, WI 54914

(Georgian Place)

TRACT A LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 01°55’16” WEST, A DISTANCE OF 51.28 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (85 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 01°55’16” WEST A DISTANCE OF 45.12 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 16°57’05” WEST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 53°10’40” EAST A DISTANCE OF 44.59 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 87°30’17” EAST A DISTANCE OF 570.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 17°43’28” WEST A DISTANCE OF 169.90 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 27°39’55” WEST A DISTANCE OF 497.00 FEET TO A 1/2 INCH CRIMP TOP FOUND; THENCE SOUTH 04°43’07” EAST A DISTANCE OF 115.17 FEET TO A POINT ON THE NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST, A DISTANCE OF 122.45 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.

SAID TRACT CONTAINING A TOTAL OF 5.899 ACRES OR 256972 SQUARE FEET OF LAND AND SHOWN AS TRACT A.

TRACT B LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY, GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A POINT WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE ORIGINAL NORTHERLY RIGHT-OF-WAY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE FOLLOWING SAID ORIGINAL NORTHERLY RIGHT-OF-WAY AND THE CURVATURE THEREOF A DISTANCE OF 146.45 FEET TO A CONCRETE RIGHT-OF-WAY MARKER, SAID ARC BEING SUBTENDED BY A CHORD BEARING NORTH 68°46’12” EAST A DISTANCE OF 146.36 FEET AND A RADIUS OF 1209.71 FEET; THENCE CONTINUING ALONG SAID ORIGINAL NORTHERLY RIGHT-OF-WAY NORTH 65°49’12” EAST A DISTANCE OF 760.64 FEET TO A POINT; THENCE NORTH 24°12’55” WEST, A DISTANCE OF 29.45 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD (67 FEET TO CENTERLINE) AND THE TRUE POINT OF BEGINNING; THENCE NORTH 24° 12’55” WEST A DISTANCE OF 200.53 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 63°30’06” WEST A DISTANCE OF 180.04 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 29°52’20” WEST A DISTANCE OF 390.13 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 49°36’51” EAST A DISTANCE OF 207.75 FEET TO A 1/2 INCH REBAR FOUND; THENCE NORTH 52°12’57” EAST A DISTANCE OF 87.10 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 16°57’05” EAST A DISTANCE OF 752.70 FEET TO A 1/2 INCH REBAR FOUND; THENCE SOUTH 01°55’16” EAST A DISTANCE OF 64.57 FEET TO A POINT ON THE PRESENT NORTHERLY OF MILLARD FARMER INDUSTRIAL BOULEVARD; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 65°48’24” WEST A DISTANCE OF 12.07 FEET TO A POINT, BEING THE TRUE POINT OF BEGINNING.

SAID TRACT CONTAINING A TOTAL OF 2.874 ACRES OR 125178 SQUARE FEET OF LAND AND SHOWN AS TRACT B.

TRACT C-2 LEGAL DESCRIPTION:

ALL THAT TRACT OR PARCEL OF LAND LYING IN AND BEING IN LAND LOTS 72 AND 73 OF THE 5TH DISTRICT, CITY OF NEWNAN, COWETA COUNTY GEORGIA, SAID TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A ONE-HALF INCH REBAR WHERE THE WEST LINE OF LAND LOT 73 INTERSECTS THE NORTHERLY RIGHT OF WAY OF MILLARD C. FARMER INDUSTRIAL BOULEVARD, THENCE FOLLOWING SAID NORTHERLY RIGHT OF WAY SOUTH 73 DEGREES 47 MINUTES 42” WEST A DISTANCE OF 56.24 FEET TO A POINT.

THENCE NORTH 23 DEGREES 22 MINUTES 14 SECONDS WEST A DISTANCE OF 317.93 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING.

THENCE NORTH 63 DEGREES 22 MINUTES 30 SECONDS EAST AT A DISTANCE OF 844.55 FEET TO A ONE-HALF INCH REBAR.

THENCE NORTH 29 DEGREES 52 MINUTES 20 SECONDS WEST A DISTANCE OF 390.13 FEET TO A ONE-HALF INCH REBAR.

THENCE SOUTH 40 DEGREES 14 MINUTES 11 SECONDS WEST A DISTANCE OF 119.19 FEET TO A ONE-HALF INCH REBAR.

THENCE SOUTH 75 DEGREES 13 MINUTES 51 SECONDS WEST A DISTANCE OF 74.93 FEET TO A POINT.

THENCE NORTH 85 DEGREES 54 MINUTES 45 SECONDS WEST A DISTANCE OF 194.42 FEET TO A THREE-FOURTHS INCH REBAR.

THENCE SOUTH 29 DEGREES 06 MINUTES 01 SECONDS WEST A DISTANCE OF 627.78 FEET TO A POINT.

THENCE SOUTH 05 DEGREES 30 MINUTES 26 SECONDS EAST A DISTANCE OF 72.72 FEET TO A POINT.

THENCE NORTH 89 DEGREES 44 MINUTES 00 SECONDS EAST A DISTANCE OF 81.04 FEET TO THE POINT OF BEGINNING

SAID TRACT CONTAINING A TOTAL OF 6.53 ACRES, 284,356.80 SQ. FT. MORE OR LESS.

EXHIBIT A

LEGAL DESCRIPTION
(Grayson View Selinsgrove)

PREMISES (A)

All that certain or parcel of land designated as Lot Number 25 on the plan of Subdivision for Grayson View and SITUATE in the Township of Penn, County of Snyder, and Commonwealth of Pennsylvania, more particularly bounded and described as follows:

Beginning at a set iron pin on the Southern right-of-way line of Grayson View Court, said point being the Northeastern corner of Lot Number 26 of said subdivision. Thence along the said Southern right-of-way line of Grayson View Court North 85 degrees 58 minutes 00 seconds East a distance of 132.00 feet to a found iron pin. Thence along Lot Number 24 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 102.00 feet to a set iron pin. Thence along same and along Lot Number 23 of said subdivision North 85 degree 58 minutes 00 seconds East a distance of 184.00 feet to a set iron pin. Thence along Lot Number 22 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 84.40 feet to a found iron pin. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 03 degrees 32 minutes 50 seconds East a distance of 439.18 feet to a found iron pin. Thence along same, North 74 degrees 21 minutes 40 seconds West a distance of 758.65 feet to a found iron pin. Thence along Lot Number 30 of said subdivision, North 06 degrees 28 minutes 40 seconds East a distance 186.91 feet to a set iron pin. Thence along Lot Number 29 and Lot Number 28 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 128.24 feet to a set iron pin; thence along said Lot Number 28 of said subdivision, on an arc concave to the Southeast; having a radius of 77.00 feet, a chord bearing of North 51 degrees 48 minutes 20 seconds East, and a chord distance of 67.38 feet; an arc length of 69.74 feet to a set iron pin. Thence along same, North 04 degrees 02 minutes 00 seconds West a distance of 46.56 feet to a found cap pin. Thence along Lot Number 27 and Lot Number 26 of said subdivision, North 85 degrees 58 minutes 00 seconds East a distance of 184.00 feet to a found cap pin. Thence along said Lot Number 26, North 04 degrees 02 minutes 00 seconds West a distance of 102.00 feet to the place of beginning.

County Tax Assessment Map Parcel Number 13-8-224-25

Being all of Lot Number 25 as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for Grayson View, prepared by Gerald E. Bickhart &; sons, Inc dated January 20, 1999, as Last Revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.

PREMISES (B)

ALL THAT CERTAIN lot or parcel of land designated as Lot Number 30 on the plan of

subdivision for Grayson view and SITUATE in the Township of Penn, County of Snyder, and commonwealth of Pennsylvania, more particularly bounded and described as follows:

COMMENCING at a point on the Southwestern right-of-way line of State Route 1011 (SR1011), known as Salem Road, said point being located at a distance of 88.00 feet, more or less, as measured in a Northwesterly direction along the Southwestern right-of-way line of SR1011 from the projection of the centerline of Township Road 450 (T-450), known as Sunset Drive; thence South 03 degrees 26 minutes 00 seconds East a distance of 72.77 feet to a found iron pin; thence along lands owned now or formerly by Penn Township, and other lands now or formerly of Penn Township, South 85 degrees 58 minutes 00 seconds West a distance of 968.09 feet to a found iron pin; thence along said lands now or formerly of Penn Township South 85 degrees 55 minutes 00 seconds West a distance of 342.05 feet to a found iron pin, being the true point of beginning. Thence along Lot Number 1 of said subdivision, South 04 degrees 02 minutes 00 seconds East a distance of 143.90 feet to a point, a corner; thence along same, on an arc concave to the North; having a radius 75.00 feet, a chord bearing of North 75 degrees 34 minutes 40 seconds East, and a chord distance of 27.05 feet; an arc length of 27.20 feet to a point on the Westernmost terminus of the right-of-way line of Grayson View Court, on an arc concave to the East; having a radius of 60.00 feet, a chord bearing of South 07 degrees 12 minutes 20 seconds East, and a chord distance of 51.44 feet; an arc length of 53.16 feet to a point, a corner; thence along Lot Number 29 of said subdivision, on an arc concave to the North; having a radius of 125.0 feet, a chord bearing of South 79 degrees 09 minutes 10 seconds West, and a chord distance of 29.66 feet; an arc length of 29.73 feet to a point, a corner. Thence along same, South 85 degrees 58 minutes 00 seconds West a distance of 28.18 feet to a found iron pin. Thence along same, South 04 degrees 02 minutes 00 seconds East a distance of 144.20 feet to a set iron pin. Thence along Lot Number 25 of said subdivision, South 06 degrees 28 minutes 40 seconds West a distance of 186.91 feet to A 1 inch Pipe found. Thence along land now or formerly of Jesse J. Yoder and Martha E. Yoder, South 21 degrees 06 minutes 50 seconds West, a total distance of 894.88 feet to a set monument in the centerline of a railroad right-of-way. Thence in the centerline of said railroad right-of-way, along land now or formerly of Henry L. Chiarkas and Alma R. Chiarkas, Trustees, on an arc concave to the Northeast; having a radius of 1350.00 feet, a chord bearing of North 38 degrees 01 minutes 40 seconds West, and a chord distance of 276.89 feet; an arc length of 277.38 feet to a point. Thence in and along same and along land now or formerly of Susquehanna Adventures, Inc., on an arc concave to the Northeast; having a radius of 1122.50 feet, a chord bearing of North 17 degrees 30 minutes 50 seconds West and a chord distance of 567.00 feet; an arc length of 573.21 feet to a set monument. Thence continuing in the centerline of said railroad right-of-way and along said land now or formerly of Susquehanna Adventures, Inc., North 02 degrees 53 minutes 00 seconds West a distance of 437.33 feet to a point. Thence in and along same, on an arc concave to the West; having a radius of 1100.00 feet, a chord bearing of North 05 degrees 50 minutes 00 seconds West, and a chord distance of 113.19 feet; an arc length of 113.24 feet to a point. Thence along land now or formerly of the Stauffer family limited partnership and along land and now or formerly of Penn Township, North 85 degrees 55 minutes 00 seconds East a distance of 724.31 feet to the place of beginning.

Being all of Lot Number 30 as shown on the plan of subdivision for Grayson view, prepared by Gerald E. Bickhart &; sons, inc. dated May 15, 2000, as revised on September 5, 2000, and recorded in Snyder County Map File Number 3146; and as shown on the plan of subdivision for

Grayson view, prepared by Gerald E. Bickhart &; sons Inc. dated January 20, 1999, as last revised on May 7, 1999, and recorded in Snyder County Map File Number 2939.

BEING THE SAME PREMISES which Stayton SW Assisted Living, L.L.C., an Oregon limited liability company by deed effective August 5, 2010 and recorded January 20, 2011 in the Office of the Recorder of Deeds, in and for Snyder County, Pennsylvania in Record Book 885, Page 268, Instrument Number 201100359, granted and conveyed unto BRE/SW Grayson View LLC, a Delaware limited liability company.

BEING THE SAME PREMISES which Draudt’s Selinsgrove, LLC by deed effective August 5, 2011 and recorded January 20, 2011 in the Office of the Recorder of Deeds, in and for Snyder County, Pennsylvania in Record Book 885, Page 334, Instrument Number 201100360, granted and conveyed unto BRE/SW Grayson View LLC, a Delaware limited liability company.

BEING THE SAME PREMISES which Flaxel’s Selinsgrove, LLC. by deed effective August 5, 2010 and recorded January 20, 2011 in the Office of the Recorder of Deeds, in and for Snyder County, Pennsylvania in Record Book 885, Page 417, Instrument Number 201100361, granted and conveyed unto BRE/SW Grayson View LLC, a Delaware limited liability company.

BEING THE SAME PREMISES which R. Beaty’s Selinsgrove, LLC by deed effective August 5, 2011 and recorded January 20, 2011 in the Office of the Recorder of Deeds, in and for Snyder County, Pennsylvania in Record Book 885, Page 490, Instrument Number 201100362, granted and conveyed unto BRE/SW Grayson View LLC, a Delaware limited liability company.

BEING THE SAME PREMISES which Witsil’s Selinsgrove, LLC by deed effective August 5, 2010 and recorded January 20, 2011 in the Office of the Recorder of Deeds, in and for Snyder County, Pennsylvania in Record Book 885, Page 579, Instrument Number 201100363, granted and conveyed unto BRE/SW Grayson View LLC, a Delaware limited liability company.

The aforesaid five conveyances to BRE/SW Grayson View, LLC, a Delaware limited liability company were pursuant to the Bankruptcy Court Order entered July 19, 2010 in U.S. District Court Case No. 09-CV-6082-HO (United States District Court for the District of Oregon).

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hawthorne Inn at Greenville Assisted Living Community)

ALL that certain lot of land situate, lying and being on the eastern side of Hawthorne Park Court in Greenville County, South Carolina, containing approximately 3.008 acres and shown as Lot 3 on a plat of survey entitled “Subdivision Plat of Hawthorne Park,” prepared by Fant Engineering & Surveying Co., Inc., dated June 3, 1998 and recorded in the Greenville County Records in Plat Book 37-W at Page 48. Reference is made to said survey, which is incorporated herein by reference, for a meter-and-bounds description of the premises.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Heritage Place Senior Living Community)

A tract of land lying in and being part of the North Half (N/2) of the Northwest Quarter (NW/4) of Section 27, Township 17 North, Range 22 East of the Indian Meridian, Cherokee County, Oklahoma; said tract being more particularly described as follows:

COMMENCING at a Brass cap found for the Northwest corner of said NW/4; Thence (South 661.55 feet (D)), S 02°04’05” E on the West line of said NW/4, a distance of 663.52 feet (F) to a point on said West line; Thence (East 820.54 (D)), N 87°55’55” E perpendicular to said West line, a distance of 820.41 feet (F) to a 3/8” iron rod with cap found for the Northwest corner, said corner being the POINT OF BEGINNING; Thence (N 89°54’24” E 684.7 feet (D)), N 88°07’54” E a distance of 684.90 feet (F) to a 3/8” iron rod with cap found for the Northeast corner; Thence (S 0°15’02” E 330.0 feet (D)), S 02°02’56” E a distance of 329.95 feet (F) to a 3/8” iron rod with cap found for the Southeast corner; Thence (S 89°54’24” W 635.68 feet (D)), S 88°06’14” W a distance of 635.78 feet (F) to a 3/8” iron rod with cap found for the Southwest corner, said corner being a point of curvature; Thence on a curve to the left having a radius of (5229.94 feet, arc length of 66.46 feet, chord bearing N 8°24’18” W, chord length 66.45 feet (D)), 5229.94 feet, an arc length of 66.73 feet with a chord bearing of N 10°21’02” W and a chord length of 66.73 feet (F) to a point; Thence (N 8°46’08” W 267.31 feet (D)), N 10°32’38” W a distance of 267.31 feet (F) to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lakeside Assisted Living Community)

Lot 6. SANTIAM STATION, in the City of Stayton, Marion County, Oregon.

Excepting therefrom the following described parcel:

Beginning at the SE corner of said Lot 6, thence North 90° 00’ 00” West along the South line of said Lot 6, a distance of 7.00 feet, thence North 03° 01’ 31” East, a distance of 132.63 feet; thence South 00° 00’ 00” West, a distance of 132.44 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lakeside Assisted Living Community and Cottages)

The Land referred to in this policy is described as follows:

Lot 9, SANTIAM STATION SUBDIVISION, City of Stayton, Marion County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Legacy Crossing, Emeritus at)

4.      The Land referred to in this policy is described as follows:

A tract or parcel of land located on U.S. Highway 96 East and being situated within the 9th Civil District of Williamson County, Tennessee described according to a survey by Frank V. Neeley, RLS #1493, Briggs Engineering Company Inc., 9000 Church Street E, Brentwood, Tennessee 37027, dated May 4, 2000, as follows:

Beginning at an iron pin located in the southerly Margin of state Highway 96, said pin being at the northwest corner of the property conveyed to Raj Kaushal, Dinesh Gupta, Bill Walia and Gopi Akkinnenj, of record in Deed Book 1661, page 685, of the Register’s Office of Williamson County, Tennessee:

Thence, leaving the southerly margin of State Highway 98 with the westerly margin of the Kaushal, Gupta, Walia and Akkinnenj property, South 06°24’06” West passing an iron in located at the northwest corner of Maplewood, Section Five, Subdivision of record in Plat Book 9, page 147, of the Register’s Office of Williamson County Tennessee, at 485.84 feet, a total distance of 754.74 feet to an iron pin;

Thence, with the northerly margin of Maplewood, Section Five, Subdivision, North 82°07’54” West, 343.51 feet to an iron pin;

Thence, with the easterly margin of Maplewood, Section Four, Subdivision of record in Plat Book 10, page 39, of the Register’s Office of Williamson County, Tennessee, North 06°49’14” East, 203.81 feet to an iron Pin;

Thence, continuing with the northerly margin of Maplewood, Section Four, Subdivision, North 83°12’35” West, 49.93 feet to an iron pin located at the southeast corner of the property conveyed to the Lurtheran Church of St. Andrew, of record in Deed Book 884, page 84, of the Register’s Office of Williamson County, Tennessee;

Thence, leaving the northerly margin of said Maplewood, Section Four, Subdivision, with the easterly margin of the Lutheran Church of St. Andrew property, North 06°49’14” East, 535.31 feet to an iron pin;

Thence, continuing along the east margin of the Lutheran Church of St. Andrew property, along a curve to the left having a central angle of 86°02’48”, a radius of 25.00 feet and a chord bearing North 36° 12’ 11”

West, 34.11 feet, a total distance of 37.55 feet to an iron pin in the southerly margin of State Highway 96;

Thence, with the southerly margin of State Highway 96 along a curve with a central angle of 02°53’09”, a radius of 4,631.70 feet and a chord bearing of South 80°14’26” East, 233.26 feet a total distance of 233.28 feet to a Tennessee Department of Transportation concrete right-of-way monument;

Thence, South 81o41’00” East, 95.04 feet to an iron rod located near a disturbed Tennessee Department of Transportation concrete right-of-way monument;

Thence, South 82°22’45” East, 83.20 feet to the Point of Beginning.

Being the same property conveyed to BRE/SW Legacy Crossing LLC, a Delaware limited liability company, by Deeds recorded in Book 5122, page 799, Book 5122, page 854, Book 5122, page 914 and Book 5123, page 1, all in the Register’s Office of Williamson County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lexington Gardens Assisted Living Community)

Real property in the City of West Columbia, County of Lexington, State of South Carolina, described as follows:

All that certain piece, parcel, or tract of land [ILLEGIBLE], lying and being in the City of West Columbia, in the County of Lexington, State of South Carolina, and being more particularly shown and [ILLEGIBLE] on as ALTA/ACSM LAND TITLE SURVEY PREPARED FOR LEXINGTON GARDENS, L.L.C., MATRIX HEALTH CARE DEVELOPMENT, INC., HELLER FINANCIAL, INC., COLONIAL BANK, CHICAGO TITLE INSURANCE COMPANY, INC, by Site Consultants, Inc. dated May 2, 1997, has revised June 2, 1997, and according to said plat having the following boundaries and measurements, to wit:

Commencing at an iron at the intersection of McSwain Drive (Frontage Road) and Spin off of Robin Crest Drive (S-32-1586) being the point of Beginning, thence running along said right-of-way of the Spin off of Robin Crest Drive (S-32-1586) N 89°39’07” E for 46.21’ to an iron; thence turning and running along property now or formerly of Charles and Brenda Pound S 17°31’43” E for 135.65’ to an iron; thence turning and running along property now or formerly of Joe E. Perry S17°14’06” E for 99.91’ to an iron; thence turning and running along property now or formerly of Corley S 17°41’47” E for 99.90’ to an iron; thence turning and running along property now or formerly of Hicks S 17°29’39” E for 99.99’ to an iron; thence running along property now or formerly of J.R. Strickland S 17°25’19” E for 38.95’ to an iron; thence turning and running along property now or formerly of Ester S. Walker the following bearing and distances; S 59°15’46” W for 69.37’ to an iron, S 59°20’24” W for 39.93’ to an iron; thence turning and running along property now or formerly of Ronald F. Johnson the following bearings and distances; N 30°43’05” W for 64.26’ to an iron, N 66°34’10” W for 243.93’ to an iron; thence turning and running along McSwain Drive (Frontage Road) N 27°18’33” E for 16.99’ to a concrete right-of-way measurement; thence continuing along said right-of-way N 21°42’29 E for 183.50’ to a concrete right-of-way measurement; thence continuing along said right-of-way N 26°44’02” E for 191.38’ to an iron being the point of beginning. Said property having an area of 2.11 acres (91.807 SQ. FT.).

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Village, Emeritus at)

(Manchester House)

Block Seven (7), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Manor House, Emeritus at)

A piece of land lying in the Northeast quarter and Southeast quarter of Section 1, Township 27 South, Range 6 West, Willamette Meridian, Douglas County, Oregon, and being more particularly described as follows:

Beginning at a 5/8 inch iron rod at the Southwest corner of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence South 0° 00’ 35” West 506.44 feet to a 5/8 inch iron rod on the Northerly right of way of Edenbower Blvd.; thence South 89° 28’ 48” East 346.85 feet along said right of way to a 5/8 inch iron rod; thence North 75° 35” 18’ East 41.10 feet to a 5/8" inch iron rod on the Westerly right of way line of the S.P. Railroad; thence along the Westerly right of way of the S.P. Railroad and the Westerly line of Hooker Road respectively North 5° 25’ 25” East 160.95 feet to a 5/8 inch iron rod; North 0° 27’ 20” West 198.63 feet to a 5/8 inch iron rod and North 0° 27’20” West 120.00 feet to a 5/8 inch iron rod on the Southerly boundary of that land described in Recorder’s No. 75-2524, records of Douglas County, Oregon; thence leaving said right of way lines North 89° 55’ 00” West 400.97 feet to the place of beginning.

Together with that portion of Hooker Road right of way which inured to said premises by vacation thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Meadowlark Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SISKIYOU, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

All that real property situate in the County of Siskiyou, State of California, described as follows:

Parcel A:

Parcel 1 as shown on the map entitled “Parcel Map for Parley and Katherine Hamblin”, located in the Newton Addition in the City of Yreka in a portion of the South half of Section 27, Township 45 North, Range 7 West, M.D.M., flied for record in the Siskiyou County Recorder’s Office February 28, 1992 in Parcel Map Book 11, Page 63.

Also, all that portion of land in Section 27, Township 45 North, Range 7 West, M.D.M., State of California, State of California, described as follows:

That certain strip of land lying southerly of the South right-of-way line of Bruce Street and westerly of the East boundary line of Rolling Ranch Subdivision, as both said street and boundary line are shown on that certain map recorded July 31, 1978 in Town Map Book 6, page 69 of Official Siskiyou County Records;

and bounded on the South and Southwest by the North line of Parcel 4B, as shown on the Parcel Map for Rhine Realty Inc., recorded January 13, 1978 in Parcel Map Book 5, Page 117 of Official Siskiyou County Records.

Excepting therefrom all that portion of the above described land lying easterly of the East line of Parcel 1 prolonged northerly to the South line of Bruce Street, said line shown on Parcel Map filed February 28, 1992, in Parcel Map Book 11, page 63 with the South line of Bruce Street referred to herein disclosed on Map of Rolling Ranch Subdivision filed July 31, 1978 in Town Map Book 6, page 68.

Parcel B:

Together with an easement for ingress, egress and public utilities as shown on said Parcel Map Book 11, page 63.

Parcel C:

Also together with an easement for the installation, maintenance, repair, and replacement of an underground sanitary sewer pipeline over the westerly 64 feet of the northerly 14 feet of Parcel 2 of that certain map entitled “Parcel Map for Parley & Katherine Hamblin”, recorded February 28, 1992 in Book 11 of Parcel Maps at page 63 in the office of the Siskiyou County Recorder.

APN: 061-331-150, 061-341-170

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Monroe House Assisted Living Community)

All that certain lot or parcel of land, lying and being in Loudoun County, Virginia, with the appurtenances thereto, being Unit No. 2 of Phase 2, of COMMUNITY VILLAGE AT STERLING CONDOMINIUM, which unit is more specifically designated and described in the Declaration for Community Village at Sterling Condominium in Deed Book 1729 at page 855, as amended and restated in Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781 at page 910 among the land records of the County of Loudoun, Virginia (the “Declaration”).

TOGETHER WITH those certain non-exclusive Cross-Easement for Use of Common Facilities for access, driveways and parking as contained in paragraph 4.4 for the Declaration for Community Village at Sterling Condominium recorded in Deed Book 1729, page 855, as amended by Amendment and Restatement of Condominium Instruments for Community Village at Sterling Condominium recorded in Deed Book 1781, page 910.

TOGETHER WITH the non-exclusive easements set forth within the Reciprocal Easement Agreement recorded in Deed Book 1808, page 781.

BEING the same real estate conveyed to BRE/SW Monroe House LLC, a Delaware limited liability company by the the following deeds dated August 5, 2010, recorded August 20, 2010:

Instrument Nos. 20100818-0049010; 20100818-0049012; 20100818-0049013; 20100818-0049014; 20100818-0049015; 20100818-0049016; 20100818-0049017; 20100818-0049018; 20100818-0049019; 20100818-0049020; 20100818-0049021; 20100818-0049022; 20100818-0049023; 20100818-0049024; 20100818-0049025; 20100818-0049026.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Northridge Place, Emeritus at)

A tract of land being Lot 2, Block 1, Northridge Retirement Subdivision, a subdivision being part of the East half of the Northeast 1/4 of Section 27, Township 9 North, Range 16 West of the 6th P.M. Buffalo County, Nebraska, EXCEPT HOWEVER that part of Lot 2 being more particularly described as follows: Referring to the Southeast corner of Lot 1, Northridge Retirement Subdivision and assuming the East line of Lot 1 and Lot 2 of said Northridge Retirement Subdivision as bearing South and all bearings contained herein are relative thereto; thence South on the East line of said Lot 2 a distance of 25.00 feet; thence S 89° 33’08”W and parallel with the North line of said Lot 1 a distance of 568.99 feet; thence North on a line being 17.29 feet westerly of as measured at right angles from the West line of said Lot 1 a distance of 459.49 feet to a point on the North line of said Lot 2; thence N 89° 33’08”E and on the North line of said Lot 2 a distance of 17.29 feet to the Northwest corner of said Lot 1; thence South on the West line of said Lot 1 a distance of 434.43 feet to the Southwest corner of said Lot 1 thence N 89° 33’08”E and on the South line of said Lot 1 a distance of 551.61 feet to the place of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oak Tree Village, Emeritus at)

Tracts of land in Fractional Section 33, Township 47 North, Range 4 East, in St. Charles County, Missouri, bounded on the North by the South line of Gailwood Estates, a subdivision recorded in Plat Book 32, page 159 of the St. Charles County Recorder’s Office and the South line of a tract of land now or formerly of Rachel Hayden Hackman and Cathy Butler by deed recorded in Bock 2120, page 181 of the St. Charles County Recorder’s Office. East by the West line of Cave Springs Estates Plat 4, a subdivision recorded in Book 20, pages 74, 75 and 76 of the St. Charles County Recorder’s Office, South by the North line of Tiemann lane, 50 feet wide, and North line of property now or formerly of Thomas Boschert, Trustee of the Ethel Patterson Edwards Irrevocable trust by deed recorded in Book 1423, page 991 of the St. Charles County Recorder’s Office, West by the East line of Jungermann Road, 80 feet wide; the property being more particularly described as follows:

Beginning at a point in the Western line of aforementioned Cave Springs Estates Plat 4, South 0 degrees 54’ 40” East, 133.00 feet from a found iron pipe at the Northwestern corner of Lot 265 of said subdivision, said beginning point being the Southeastern corner of aforementioned Rachel Hayden Hackman and Cathy Butler tract; thence along said Western line, South 0 degrees 54’ 40” East 367.00 feet to a found iron pipe; thence continuing along said Western line, South 14 degrees 29’ 15” West, 364.30 feet to a found iron pipe, at the Northeastern corner of aforementioned Thomas Boschert Tract; thence along the Northern line of said Boschert tract, South 89 degrees 51’ 15” West, 337.89 feet to a found rebar at the Northwestern corner of said tract; thence along the Western line of said tract, South I degree 24’ 07” East, 149.99 feet to the Southwestern corner of said tract; thence along the Northern line of Tiemann Lanes, 50 feet wide; South 89 degrees 55’ 50” West 265.67 feet to a found rebar; thence along the Eastern line of Jungermann Road, 80 feet wide, North 0 degrees 32’ 25” East, 809.14 feet to a point of curve, thence Northwardly along an are of a curve to the left, having a radius of 2,011.54 feet, a distance of 184.85 feet, having a chord of North 2 degrees 05’ 32”. West, 184.78 feet, to a found rebar with a Cap LS2231; thence along the Southern line of aforementioned Gailwood Estates North 89 degrees 09’ 29” East, 482.27 feet to the Northwest corner of aforementioned Hackmann/Butler Tract; thence along the Western line of said tract, South 0 degrees 54’ 40” East, 133.00 feet to the Southwestern corner of said tract; thence along the Southern line of said tract North 89 degrees 09’ 29” East, 200.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

Parcel No. 1:

That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

(Basis of bearing is North 89 degrees 18 minutes 00 seconds East, as per Park East Subdivision as recorded in Book 10 of Maps, page 32 on file in the Office of the Yavapai County Recorder and defined by a found GLO brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision)

COMMENCING at a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision, from whence a found GLO brass cap at the North one-quarter corner of said Section 3 bears South 89 degrees 18 minutes 00 seconds West, 717.49 feet;

THENCE South 42 degrees 20 minutes 38 seconds East, along the Southwesterly line of said Park East Subdivision, 853.33 feet to a found 3/8 inch rebar at the most Southerly corner of said Park East Subdivision, said point also being the TRUE POINT OF BEGINNING;

THENCE South 02 degrees 04 minutes 46 seconds West, 931.25 feet to a found 1/2 inch rebar at the Northeast corner of The Knoll Subdivision as recorded In Book 19 of Maps, page 87 on file in the Office of the Yavapai County Recorder;

THENCE South 38 degrees 19 minutes 01 seconds West, along the Northwesterly line of Lot 1 of said The Knoll Subdivision, 190.71 feet;

THENCE South 30 degrees 01 minutes 01 seconds West, along the Westerly line of said The Knoll Subdivision, 129.35 feet to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, as recorded in Book 12 of Land Surveys, page 74, on file in the Office of the Yavapai County Recorder, said point also being the Southerly corner of a roadway and utility easement granted to the City of Prescott as recorded in Book 1045 of Official Records, page 195-196 on file in the Office of the Yavapai County Recorder, and a point of cusp at the beginning of a tangent curve of 109.00 foot radius, concave Southwesterly and having a radial bearing of North 59 degrees 58 minutes 59 seconds West;

THENCE Northwesterly, along said curve, through a central angle of 67 degrees 11 minutes 35 seconds, a distance of 127.83 feet to the Northwesterly corner of said roadway and utility easement;

THENCE South 77 degrees 02 minutes 59 seconds East, along the North line of said roadway and utility easement, 41.37 feet;

THENCE North 38 degrees 19 minutes 01 seconds East, 203.18 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);

THENCE North 02 degrees 04 minutes 46 seconds East, 241.58 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941), said point being an angle point in the Northerly line of Parcel

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

1, as recorded in Book 250 of Official Records, page 388 on file to the Office of the Yavapai County Recorder;

THENCE North 19 degrees 12 minutes 29 seconds West, along said Northerly line, 248.15 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);

THENCE North 44 degrees 17 minutes 08 seconds West, along said Northerly line, 226.83 feet to a found 1/2 inch rebar (R.L.S. Cap No. 13941);

THENCE North 82 degrees 49 minutes 14 seconds West, along said Northerly line, 361.56 feet to a found 1/2 inch rebar;

THENCE North 89 degrees 31 minutes 53 seconds West, along said Northerly line, 187.58 feet to a found 1/2 inch rebar;

THENCE South 65 degrees 36 minutes 28 seconds West, along said Northerly line, 117.34 feet to a found 1/2 inch rebar and to a point on the Easterly right-of-way of Bradshaw Drive as shown on Record of Survey, recorded in Book 12 of Land Surveys, page 73 on file in the Office of the Yavapai County Recorder;

THENCE North 02 degrees 18 minutes 18 seconds East, along said Easterly right-of-way, 7.57 feet to a found 1/2 inch rebar (R.L.S. Cap No. 22776) and to a Westerly deflection of said right-of-way;

THENCE North 73 degrees 35 minutes 49 seconds West, along said right-of-way, 122.60 feet, to a Northwesterly defection of said right-of-way;

THENCE North 36 degrees 10 minutes 07 seconds East, 158.80 feet;

THENCE North 71 degrees 50 minutes 00 seconds East, 232.08 feet;

THENCE North 90 degrees 00 minutes 00 seconds East, 125.75 feet;

THENCE North 34 degrees 16 minutes 12 seconds East, 169.83 feet;

THENCE North 71 degrees 50 minutes 00 seconds East, 194.97 feet;

THENCE South 64 degrees 55 minutes 32 seconds East, 374.11 feet to the TRUE POINT OF BEGINNING.

Parcel No. 2:

The easement rights benefiting the above-described property as set forth in that certain Declaration of Easement dated April 5, 2001 recorded in Book 3828 of Official Records, page 134 on file in the Office of the Yavapai County Recorder, which such easement parcel is more particularly described as follows:

That portion of Lot 2 and the Southwest quarter of the Northeast quarter of Section 3, Township 13 North, Range 2 West of the Gila and Salt River Meridian, Yavapai County, Arizona, more particularly described as follows:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

COMMENCING at the North one-quarter corner of said Section 3, a G.L.O. brass cap, (the basis of bearings for this description in North 89 degrees 18 minutes 00 seconds East, per Park East Subdivision as recorded In Book 10 of Maps, page 32, on file in the Office of the Yavapai County Recorder, as define by a found G.L.O. brass cap at the North one-quarter corner of said Section 3 and a found 1/2 inch rebar at the Northwest corner of said Park East Subdivision);

THENCE South 21 degrees 05 minutes 07 seconds East, 972.38 feet to the most Southwesterly corner of the lands of The Haviland at Prescott, L.L.C., as described In instrument recorded in Book 3650 of Official Records, page 696, on file in the Office of the Yavapai County Recorder, being the TRUE POINT OF BEGINNING;

THENCE North 65 degrees 36 minutes 28 seconds East, 117.34 feet;

THENCE South 89 degrees 31 minutes 53 seconds East, 187.58 feet;

THENCE South 82 degrees 49 minutes 14 seconds East, 361.56 feet to the Northwest corner of Lot 5, Bradshaw Heights Subdivision;

THENCE South 06 degrees 12 minutes 54 seconds West, 62.83 feet to a point on the West line of said Lot 5;

THENCE North 54 degrees 57 minutes 34 seconds West, 11.12 feet;

THENCE North 57 degrees 15 minutes 28 seconds West, 61.29 feet;

THENCE South 85 degrees 10 minutes 34 seconds West, 41.31 feet;

THENCE South 88 degrees 04 minutes 41 seconds West, 40.43 feet;

THENCE North 84 degrees 19 minutes 59 seconds West, 52.29 feet;

THENCE South 80 degrees 56 minutes 57 seconds West, 43.33 feet;

THENCE North 63 degrees 11 minutes 43 seconds West, 28.04 feet;

THENCE North 77 degrees 06 minutes 42 seconds West, 64.94 feet;

THENCE South 89 degrees 51 minutes 37 seconds West, 53.78 feet;

THENCE South 87 degrees 36 minutes 48 seconds West, 42.37 feet;

THENCE South 39 degrees 00 minutes 33 seconds West, 24.35 feet;

THENCE North 80 degrees 04 minutes 11 seconds West, 42.68 feet;

THENCE South 79 degrees 02 minutes 50 seconds West, 42.72 feet;

THENCE North 86 degrees 21 minutes 20 seconds West, 33.81 feet;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Peridot Assisted Living Community, The)

THENCE North 61 degrees 13 minutes 48 seconds West, 35.44 feet;

THENCE South 68 degrees 38 minutes 56 seconds West, 66.40 feet to a point on the East right-of-way of Bradshaw Drive;

THENCE North 02 degrees 18 minutes 18 seconds East, along said right-of-way, 27.10 feet to the TRUE POINT OF BEGINNING.

Assessor’s Parcel Number. 110-04-141G

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Remington House Assisted Living)

LAND LYING AND BEING IN THE 13TH CIVIL DISTRICT OF SULLIVAN COUNTY, TENNESSEE, AND FURTHER DESCRIBED AS FOLLOWS:

BEGINNING AT AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD, CORNER OF ARTHUR CASTEEL PROPERTY; THENCE N. 40 DEGREES 13 MINUTES 05 SECONDS W., 328.30 FEET TO A POST, CORNER FOR CASTEEL AND KING; THENCE N. 39 DEGREES 48 MINUTES 10 SECONDS W., 324.83 FEET TO AN IRON PIN, CORNER OF KING IN THE LINE OF SULLIVAN COUNTY BOARD OF EDUCATION PROPERTY; THENCE N. 41 DEGREES 43 MINUTES 16 SECONDS E., 649.07 FEET TO AN IRON PIN; THENCE S. 39 DEGREES 55 MINUTES 17 SECONDS E. 687.59 FEET TO AN IRON PIN ON THE NORTHERLY SIDELINE OF ROCK SPRINGS ROAD; THENCE S. 42 DEGREES 49 MINUTE 49 SECONDS W., 486.97 FEET TO A POINT; THENCE S. 45 DEGREES 36 MINUTES 47 SECONDS W., 96.82 FEET TO A POINT; THENCE S. 58 DEGREES 29 MINUTES 58 SECONDS W., 62.22 FEET TO THE POINT OF BEGINNING, CONTAINING 10.02 ACRES, MORE OR LESS.

LESS AND EXCEPTED TO THE FOLLOWING PARCEL CONVEYED TO THE STATE OF TENNESSEE, DEPARTMENT OF TRANSPORTATION, BY DEED DATED THE 5TH DAY OF SEPTEMBER, 1991, OF RECORD IN THE REGISTER’S OFFICE FOR SULLIVAN COUNTY, TENNESSEE AT BLOUNTVILLE IN BOOK 803C AT PAGE 60; BEGINNING AT A RIGHT OF WAY MARKER ON THE NORTHWEST PROPOSED UNCONTROLLED RIGHT OF WAY LINE, SAID MARKER LOCATED 35 FEET LEFT OF CENTERLINE STATION 75+57.04; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY LINE NORTH 34 DEGREES 28 MINUTES EAST 147.29 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 77+07.04; THENCE NORTH 36 DEGREES 52 MINUTES EAST 200.20 FEET TO A RIGHT OF WAY MARKER LOCATED 45 FEET LEFT OF CENTERLINE STATION 79+07.24; THENCE NORTH 39 DEGREES 48 MINUTES EAST 215.19 FEET TO A POINT ON THE COMMON PROPERTY LINE BETWEEN MARK COX AND THE ORGIE DUNCAN OWENS; THENCE WITH THE SAID PROPERTY LINE SOUTH 45 DEGREES 47 MINUTES 23 SECONDS EAST 30.22 FEET TO A POINT ON THE EXISTING NORTHWEST RIGHT OF WAY LINE OF ROCK SPRINGS ROAD; THENCE WITH THE SAID EXISTING RIGHT OF WAY LINE SOUTH 37 DEGREES 11 MINUTES WEST 323.59 FEET TO A TURN; THENCE SOUTH 37 DEGREES 12 MINUTES WEST 217.86 FEET TO A TURN; THENCE SOUTH 42 DEGREES 26 MINUTES WEST 49.98 FEET TO A TURN; THENCE SOUTH 52 DEGREES 14 MINUTES WEST 52.90 FEET TO A CORNER COMMON TO ARTHUR CASTEEL; THENCE WITH THE CASTEEL PROPERTY LINE NORTH 46 DEGREES 36 MINUTES WEST 32.24 FEET TO A POINT ON THE NORTHEAST PROPOSED UNCONTROLLED RIGHT OF WAY LINE; THENCE WITH THE SAID PROPOSED UNCONTROLLED RIGHT OF WAY ‘LINE NORTH 49 DEGREES 57 MINUTES EAST 83.01 FEET TO THE POINT OF BEGINNING, CONTAINING 0.537 ACRES, MORE OR LESS. THE ENTIRE DESCRIPTION OF BOTH PARCELS IS BASED UPON DESCRIPTIONS IN PRIOR DEEDS AND RECORDED INSTRUMENTS.

Being the same property conveyed to BRE/SW Remington House LLC, a Delaware limited liability company, by deeds recorded in Book 2901C, page 145 and Book 2901C, page 197, Register’s Office of Sullivan County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(River Valley, Emeritus at)

The Land referred to in this policy is described as follows:

A tract of land In the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the City of Tualatin, County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at the Southwest corner of said Section 19, being marked by a brass disc; thence North 1°49’54” East along the West line of said Section 19, a distance of 2,183.71 feet; thence South 88°10’06” East at 90° to said West line, a distance of 20.00 feet to a point in the East right-of-way line of Meridian Road (S.W. 65th Ave. or County Road No. 591) and the point of beginning of the tract herein to be described, said point being marked by a 5/8-inch iron rod set by Caswell (P.L.S. No. 737), said point also marking the Southwest corner of the Jess Roe Property as recorded on P.S. No. 22182 in Clackamas County Survey Records; thence from said point of beginning South 87°31’29” East along the South line of said Roe Property, 680.00 feet; thence South 2°35’50” West, 434.15 feet; thence South 80°00’00” West, 274.43 feet to a point of curve to the right having a radius of 368.00 feet; thence along said curve through a central angle of 25°56’50” (said curve subtended by a chord which bears North 87°01’35” West, 165.23 feet) an arc length of 166.85 feet; thence North 74°03’10” West, 62.08 feet to a point of curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 76°47’50” (said curve subtended by a chord which bears North 36°39’15” West, 6.21 feet), an arc length of 6.70 feet to a point of reverse curve to the left having a radius of 157.00 feet; thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears North 42°42’43” West, 223.79 feet), an arc length of 249.12 feet to a point of reverse curve to the right having a radius of 5.00 feet; thence along said curve through a central angle of 90°00’00” (said curve subtended by a chord which bears North 43°10’06” West, 7.07 feet), an are length of 7.85 feet; thence North 88°10’06” West, 14.39 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 310.16 feet to the point of beginning.

SAVE AND EXCEPT that tract of land described in Deed to Clackamas County recorded January 28, 2004 as Recorder’s Fee No. 2004-008234.

TOGETHER WITH an ingress and egress easement described as follows:

A strip of land for ingress and egress purposes over and along Meridian Park Hospital Access Road situated in the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at a brass disc marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said Section, a distance of 1,836.55 feet; thence South 88°10’08” East, 20.00 feet to point of beginning of the tract herein to be described, said point of beginning being at the intersection of the centerline of the Meridian Park Hospital Access Road with the East right-of-way line of Meridian Road (S.W. 65th Avenue or County Road No. 591); thence from said point of beginning North 1°49’54” East along said right-of-way 21.22 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’31” (said curve subtended by a chord which bears South 82°44’20” East, 21.47 feet), an arc length of 22.19 feet to a point of reverse curve to the right having a radius of 137.00 feet, thence along said curve through a central angle of 90°54’47” (said curve subtended by a chord which bears South 42°42’43” East. 195.28 feet), an arc length of 217.38 feet to a point of curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 76°47’51” (said curve subtended by a chord which bears South 35°39’15” East, 31.06 feet), an arc length of 33.51 feet; thence South 74°03’10” East, 62.08 feet to a point of curve to the left having a radius of 388.00 feet; thence along said curve through a central angle of 19°16’27” (said curve subtended by a chord which bears South 83°41’21” East, 129.91 feet), an arc length of 130.52 feet; thence along a radial line North 3°19’37” West, 20.00 feet to a point in the South line of a tract of land leased to the Assisted Living Community and a point on a curve to the left having a radius of 368.00 feet; thence along said arc through a central angle of 8°40’23” (said curve subtended by a chord which bears North 83°20’04” East, 42.84 feet), an arc length of 42.86 feet; thence departing said lease line and crossing said Access Road at right angles South 10°00’00” East, 44.00 feet to a point of curve to the right having a radius of 412.00 feet; thence along said curve through a central angle of

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(River Valley, Emeritus at)

25°58’50” (said curve subtended by a chord which bears North 87°01’35” West, 184.99 feet, an arc length of 186.58 feet); thence North 74°03’10” West, 61.22 feet to a point of curve to the left having a radius of 25.00 feet (said curve subtended by a chord which bears South 64°37’00” West, 33.02 feet), an arc length of 36.07 feet; thence North 66°42’50” West, 24.00 feet; thence North 23°17’10” East, 16.44 feet to a point of curve to the left having a radius of 113.00 feet; thence along said curve through a central angle of 111°27’16” (said curve subtended by a chord which bears North 32°26’28” West, 188.76 feet), an arc length of 219.81 feet to a point of compound curve to the left having a radius of 25.00 feet; thence along said curve through a central angle of 50°51’30” (said curve subtended by a chord which bears South 66°24’09” West, 21.47 feet), an arc length of 22.19 feet to a point in the East right-of-way line of said Meridian Road; thence along said right-of-way line North 1°49’54” East, 21.22 feet to the point of beginning.

SAVE AND EXCEPT that tract described in Deed to County of Clackamas recorded January 28, 2004 as Recorder’s Fee No. 2004-006234.

ALSO TOGETHER WITH an ingress and egress easement described as follows:

A strip of land for ingress and egress purposes which lies between and is contiguous with an ingress-egress easement over and along Meridian Park Hospital Access Road and a tract of land leased to the Assisted Living Community, said strip of land being situated in the Southwest quarter of Section 19, Township 2 South, Range 1 East of the Willamette Meridian, in the County of Clackamas and State of Oregon, being more particularly described as follows:

Commencing at a brass disk marking the Southwest corner of said Section 19; thence North 1°49’54” East along the West line of said section, a distance of 1709.37 feet; thence at right angles South 88°10’06” East, 176.37 feet to a point of compound curve on said Access Road easement; thence along said easement on a curve to the left having a radius of 137.00 feet, through a central angle of 20°5’28” (said curve subtended by a chord which bears North 1°41’57” East, 5.00 feet), an arc length of 5.00 feel to the point of beginning of the tract herein to be described; thence from said point of beginning, continuing along said curve to the left having a radius of 137.00 feet, through a central angle of 18°06’43” (said curve subtended by a chord which bears North 8°25’09” West, 43.21 feet), an arc length of 43.39 feet; thence radially departing said Access Road easement North 72°30’29” East, 20.00 feet to a point in a curve on the perimeter of said Assisted Living Community Tract; thence along said curve to the right having a radius of 157.00 feet, through a central angle of 16°08’43” (said curve subtended by a chord which bears South 8°25’09” East, 49.51 feet), an arc length of 49.72 feet; thence radially departing said Assisted Living Community Tract, North 89°20’47” West 20.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Terrace Assisted Living Community)

Land situated in Shelby County, Tennessee:

Fee Parcel:

Lot 1 of the Ventas Realty Subdivision as recorded in Plat Book 176, Page 62, being the Atria Assisted Living, Primacy, L.L.C., property as recorded in instrument number KU 1734, both on record in the Shelby County Register’s Office and being more particularly described as follows:

Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along the centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline and along a curve to the right having a radius of 400.00 feet, an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way line of Primacy Parkway, the point of beginning for the following described property; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing of South 21 degrees 29 minutes 23 seconds West, a chord length of 33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degrees 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 106.03 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 11.16 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 50.73 feet to a point; thence North 89 degrees 30 minutes 36 seconds East a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 12.50 feet to a point; thence South 89 degrees 30 minutes 36 seconds West a distance of 2.80 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 261.69 feet to a found iron pin in the north line of the trustees of the Security Capital Real Estate Fund property (Inst. No. W1 9050); thence South 89 degrees 30 minutes 36 seconds West along the north line of said Security Capital property a distance of 134.21 feet to a found iron pin in the east line of the Amisub (Saint Francis Hospital) Inc. property (Inst. No. EJ 0205); thence North 00 degrees 27 minutes 29 seconds West along the east line of said Amisub Inc. property a distance of 452.91 feet to a found concrete monument, an internal corner of said Amisub Inc. property; thence North 86 degrees 19 minutes 14 seconds East along a southerly line of said Amisub Inc. property a measured distance of 405.23 feet (call = 405.64’) to a found iron pin, an internal corner of said Amisub Inc. property; thence North 00 degrees 10 minutes 59 seconds West along an easterly line of said Amisub Inc. property a distance of 93.96 feet to a found iron pin in the westerly right-of-way line of said Primacy Parkway; thence Southeastwardly along said westerly right-of-way line and along a curve to the left having a radius of 445.00 feet, a chord bearing of South 31 degrees 33 minutes 24 seconds East, a chord distance of 82.61 feet and an arc length of 82.73 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Terrace Assisted Living Community)

Easement Parcel:

Easement created by plat recorded in Plat Book 176, Page 62, in the Register’s Office of Shelby County, Tennessee, located on Lot 2 and described on the plat as 22’ wide ingress/egress easement, described as follows:

Commencing at the intersection of the centerline of Ridgeway Road and the centerline of Primacy Parkway; thence South 89 degrees 56 minutes 10 seconds West along tile centerline of said Primacy Parkway a distance of 837.02 feet to a point of curvature; thence Northwestwardly along said centerline along a curve to the right having a radius of 400.00 feet an arc length of 371.69 feet to a point; thence South 53 degrees 07 minutes 03 seconds West a distance of 45.00 feet to a point in the southwesterly right-of-way of Primacy Parkway, the point of beginning for the property described herein; thence South 44 degrees 51 minutes 32 seconds West a distance of 30.88 feet to a point of curvature; thence Southwestwardly and along a curve to the left having a radius of 41.99 feet, a chord bearing and distance of South 21 degrees 29 minutes 23 seconds West -33.50 feet and an arc length of 34.46 feet to a point; thence South 86 degreases 19 minutes 14 seconds West a distance of 268.52 feet to a point; thence South 00 degrees 29 minutes 24 seconds East a distance of 22.03 feet to a point; thence North 86 degrees 19 minutes 14 seconds East a distance of 277.59 feet to a point; thence North 46 degrees 19 minutes 58 seconds East a distance of 66.56 feet to a point in the southwesterly line of said Primacy Parkway; thence Northwestwardly along said Primacy Parkway along a curve to the left having a radius of 445.00 feet, a chord bearing and distance of North 39 degrees 15 minutes 26 seconds West - 36.88 feet, and an arc length of 36.89 feet to the point of beginning

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Clearlake, Emeritus at)

(Rosemont at Clearlake)

3,630 acres out of and a part of Restricted Reserve “B” in Block 1, BAY POINTE SECTION ONE REPLAT RESERVE “B”, according to the map or plat thereof recorded under Film Code No. 379006 of the Map Records of Harris County, Texas. Said 3,630 acres being more particularly described by metes and bounds as follows:

Being 3.630 acres (158,137 square feet) of land situated in the Luke Hemenway Survey, Abstract 800, Harris County, Texas, and the August Whltlook Survey, Abstract 792, Harris County, Texas, and being out of Restricted Reserve “B” in the Replat of BAY POINTE, SECTION ONE, UNRESTRICTED RESERVE “B”, a subdivision recorded under Film Code Number 379005 of the Harris County Map Records; said 3.630 acres (158,137 square feet) of land being more particularly described by metes and bounds as follows (all bearings are referenced to the Texas Coordinate System, South Central Zone, based on the monumented east line of said Restricted Reserve “B”);

COMMENCING at a 5/8 inch iron rod set for the most southerly corner of Restricted Reserve “C” out of Bay Pointe, Section One, a subdivision recorded under Film Code Number 350147 of the Harris County Map Records, and being the most easterly corner of said Restricted Reserve “B”, and being in the northwest right-of-way line of Clear Lab City Boulevard, varying in width and recorded as “Clear Lake City Boulevard, Section One” under Film Code Number 348075 of the Harris County Map Records;

THENCE N 26°48’17” W 158.30 feet to a 3/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being an angle point in the northeast line of said Restricted Reserve “B”;

THENCE N 10°48’38” W 151°46 feet, with the southwest line of said Restricted Reserve “C”, same being the northeast, line of said Restricted Reserve “B”, to a 5/8 inch iron rod set for the PLACE OF BEGINNING and the most easterly corner of the herein described tract of land;

THENCE S 54°59’07” W 379.11 feet to a 5/8 inch iron rod set for the most southerly corner of this tract and being in the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of Bay Pointe Court, based on 60 feet in width;

THENCE N 41°10’14” W 67.34 feet, with the southwest line of said Restricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, to a 5/8 inch iron rod set for the beginning of a curve;

THENCE 21.68 feet, with the arc of a curve to the right in the southwest line of said Unrestricted Reserve “B”, same being the northeast right-of-way line of said Bay Pointe Court, whose chord bears N 16°19’ 50” W 21.00 feet and having a central angle of 49°40’47” and a radius of 25.00 feet, to a 5/8 inch iron rod set for a point of reverse curve;

THENCE 146.27 feet, with the are of a curve to the left in the northeast right-of-way line of said Bay Pointe Court whose chord bears N 61°19’50” W 112.65 feet and having a central angle of 139°40’48” and a radius of 60.00 feet, to a 5/8 inch iron rod set for a corner in the southwest line of said Restricted Reserve “B”, same being the most easterly comer of Restricted Reserve “A” in said Raplat of Bay Pointe, Section One, Unrestricted Reserve “B”, and being a corner in the southwest line of this tract;

THENCE N 41°10’14” W 150.00 feet to a 5/8 inch iron rod set for the most westerly corner of said Restricted Reserve “B”, same being the most northerly corner of said Restricted Reserve “A” and being the most westerly corner of this tract, and also being in the southeast line of that certain 180-foot wide Harris County Flood Control District fee strip, called the Realignment of Horsepen Bayou, recorded under File Number H905968 and Film Code 043-97-1700 of the Harris County Official Public Records of Real Property;

THENCE N 54°59’07” E 540.64 feet, with the southeast line said 180-foot wide fee strip, to a 5/8 inch iron rod found for the most westerly corner of said Restricted Reserve “C”; same being the most northerly corner of said Restricted Reserve “B”, and being the most northerly corner of this tract;

THENCE S 35°00’53” E 125.58 feet to a 5/8 inch iron rod found for an angle point in the southwest line of said Restricted Reserve “C”, same being the northeast line of said Restricted Reserve “B”, and being an angle paint in the northeast line of this tract;

THENCE S 10°48’38”E 231.75 feet to the POINT OF BEGINNING and containing 3.630 acres (158,137 square feet) of land.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sequoia Springs Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

Lot 31A of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.

APN: 202-082-057-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Sequoia Springs Cottages)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF FORTUNA, COUNTY OF HUMBOLDT, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

PARCEL ONE

Lot 31B of Tract Map No. 517, for Springville Estates, on file in the Office of the County Recorder of Humboldt County in Book 22 of Maps, Pages 108 and 109.

PARCEL TWO

A 25 foot wide access easement, the same as described in that certain “Easement Agreement” by and between Fortuna Assisted Living LLC and Robert L. Dunn and Theresa L. Dunn and recorded February 8, 2001 in the Office of the Humboldt County Recorder under Recorder’s Instrument No. 2001-3147-3, Humboldt County Records

APN: 202-082-058-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Creek Gardens, Emeritus at)

Lot 5R, Block A of Replat of Lots 3, 4 & 5, Block A, Hunters Glen 5, an addition to the City of Plano, Collin County, Texas, according to the plat thereof recorded in Volume L, Page 401, Map Records, Collin County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Statesman Club Retirement Community)

Block Six (6), of THE VINEYARD COTTAGES, SECTION 1, a Replat of a part of Block 1, The Vineyard, an Addition to the City of The Village, Oklahoma County, Oklahoma, as shown by the recorded plat thereof and Common Area D known as Champagne Blvd., as shown in Plat of The Vineyard Cottages, Section 1.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Stonebridge Specialty Care Community)

THE LAND REFERRED TO HEREIN IS SITUATED IN THE COUNTY OF Clark, STATE OF Washington, AND IS DESCRIBED AS FOLLOWS.

Parcel I

Real property being a portion of Lot 11 of JAGGY HOMESTEAD LOTS, according to the plat thereof, recorded in Book B of Plats, at Page 12, records of Clark County, Washington, in the Southeast quarter of the Northwest quarter of Section 17, Township 2 North, Range 2 East, Willamette Meridian, in the City of Vancouver, Clark County, Washington, described as follows:

Beginning at the Southeast corner of that parcel of land conveyed to Ronald N. Province and Anita A. Province by deed recorded under Auditor’s File No. 7803140086, deed records of said County, said point also being on the North right of way line of N. E. Vancouver Mall Drive, 30 feet from the centerline, as shown on Book 43 of Surveys at Page 112, said point also being a point on an arc with a 1939.86 foot radius curve; thence along the South line of said Province parcel and said North right of way line and along said curve to the left, from a tangent bearing of South 78°47’05” West, through a central angle of 00°56’02”, an arc distance of 31.62 feet to a point of tangency; thence continuing along the South line of said Province parcel and said North right of way line South 77°51’03” West 364.97 feet; thence leaving said right of way line North 01°49’42” East 342.91 feet to a point on the South right of way line of N. E. 51st Street as shown on said Survey, said point being 30 feet from the centerline of said Street when measured as right angles; thence along said right of way line South 88°55’08” East 385.07 feet to the Northwest corner of said Province parcel; thence along the East line of said Province parcel South 01°51’32” West 252.39 feet to the Point of Beginning.

Parcel II

An easement over real property for a storm water facility, described as follows:

Beginning at the Southwest corner of the above described parcel; thence along the North right of way line of said N. E. Vancouver Mall Drive South 77°51’03” West 126.94 feet; thence leaving said North right of way line North 00°08’31” West 37.55 feet; thence North 83°15’58” East 125.87 feet to a point on the West line of said parcel; thence along said West line South 01°49’42” West 25.60 feet to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Riverstone, Emeritus at)

(Terrace at Riverstone)

All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:

Begin at the mitred intersection of the rights-of-way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southern R/W); proceed along the Southern right-of-way of Riverstone Terrace 181.77° to an iron pin set (1/2” rebar), said point being the true Point of Beginning. Thence from said True Point of Beginning

Proceed South 00 degrees 01 minutes 47 seconds East 105.33 to an iron pin set (1/2” rebar),

Thence proceed South 38 degrees 22 minutes 30 seconds East 149.45’ to an iron pin found (1” open top Pipe),

Thence proceed South 27 degrees 51 minutes 23 seconds West 95.44’ to an iron pin set (1/2” rebar).

Thence proceed South 27 degrees 46 minutes 18 seconds West 75.08’ to an iron pin set (1/2” rebar),

Thence proceed South 25 degrees 52 minutes 10 seconds West 80.10’ to an iron pin found (3/4” crimped top pipe),

Thence proceed North 72 degrees 00 minutes 14 seconds West 305.18 to an iron pin set (1/2” rebar),

Thence proceed North 00 degrees 00 minutes 00 seconds East 350.91’ to an iron pin set (1/2” rebar),

Thence proceed North 89 degrees 58 minutes 02 seconds East 311.95’ to an iron pin set (1/2” rebar),

Said Point being the true Point of Beginning.

Said tract being 3.18 acres and being known as Parcel A, as shown and further described on a Plat of survey from the Oaks at Riverstone, L.L.C. by Roger S. Lee & Assoc. Inc., dated October 20, 2004.

AS SURVEYED LEGAL DESCRIPTION:

All that tract or parcel of land lying and being in Land Lot 192 of the 14th District, 2nd Section of Cherokee County, Georgia, and being more particularly described as follows:

Commencing at the mitered intersection of the rights of way of Reinhardt College Parkway (westerly R/W) and Riverstone Terrace (Southerly R/W), then proceed along the Southerly right

of way of Riverstone Terrace for 171.77 feet to a pin set (1/2 inch re-bar) set at the POINT OF BEGINNING; then leaving said right-of-way, proceed South 00 degrees 01 minutes 47 seconds East for 105.33 feet to a (1/2 inch re-bar) set; then South 38 degrees 22 minutes 30 seconds East for 149.45 feet to a (1/2 inch re-bar) set; then South 27 degrees 51 minutes 23 seconds West for 95.44 feet to a point; then South 27 degrees 46 minutes 18 seconds West for 75.08 feet to a point; then South 25 degrees 52 minutes 10 seconds West 80.10 feet to a (1/2 inch open top pipe) found; then North 72 degrees 00 minutes 14 seconds West 312.22 feet to a (1/2” rebar) set; then North 01 degrees 05 minutes 59 seconds East 348.80 feet to a (1/2” rebar) set on the southerly right-of-way of Riverstone Terrace; then North 89 degrees 58 minutes 02 seconds East 311.95 feet to the (1/2” rebar) set at the Point of Beginning.

Said Tract of Parcel contains 3.203 acres of land, more or less, along with all improvements thereon and as shown on the survey by Bentley-Craton Group (file 07004) dated January 30, 2007 and is the same property shown on the survey for The Oaks at Riversone, LLC by Roger S. Lee & Associates, Inc. dated September 28, 2005.

Parcel II:

Easements as set forth in that certain Easement Agreement between Bright-Sasser Canton, L.L.C., a Georgia limited liability company and The Oaks at Riverstone, LLC, a Georgia limited liability company, dated September 20, 2004, filed for record January 7, 2005, and recorded in Deed Book 7627, Page 56, Cherokee County, Georgia records.

2

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Palms Assisted Living and Memory Care Center, The)

(The Palms)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ROSEVILLE, COUNTY OF PLACER, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Parcel 9B of Parcel Map filed for record in the office of the recorder of Placer County, California on May 29, 1996 in Book 28 of Parcel Maps, at Page 110, Placer County Records.

APN: 457-070-002-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Springfield - The Woodside, Emeritus at)

(Woodside Village)

Parcel 1 of LAND PARTITION PLAT NO. 98-P1192, as filed November 10, 1998, Lane County Oregon Plat Records, Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hermiston Terrace Assisted Living Residence)

The Southeast Quarter of the Southwest Quarter of the Southwest Quarter of Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon;

EXCEPTING THEREFROM that portion lying within the right of way of SW 9th Street and West Highland Avenue;

ALSO EXCEPTING THEREFROM that tract of land conveyed to Highland Avenue Baptist Church by Deed recorded in Book 305, Page 329, Umatilla County Deed Records;

ALSO EXCEPTING THEREFROM that tract of land conveyed to Merle P Jewett, et al by Deed recorded in Reel 126, Page 2051, Umatilla County Microfilm Records;

ALSO including the West 339.6 feet of the South 152 feet of Northeast Quarter of Southwest Quarter of Southwest Quarter of said Section 10, Township 4 North, Range 28, East of the Willamette Meridian, Umatilla County, Oregon, EXCEPTING THEREFROM the East 30 feet and the North 50 feet thereof.

SUBJECT TO any and all water rights of way and roads.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached.]

Exhibit A-2

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 2 Facilities

582

Alpine Court

3720 N Clarey St

Eugene

OR

HCP SH ELP2 Properties, LLC

72

[***]

16-unit cottage, 56-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

583

Alpine Springs

3760 N Clarey St

Eugene

OR

HCP SH ELP1 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

559

Brentmoor

3515 10Th St SW

Minot

ND

HCP SH ELP2 Properties, LLC

85

[***]

85-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

534

Brookside

4450 Old Hamilton Mill Rd

Buford

GA

HCP SH ELP2 Properties, LLC

61

[***]

48-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

623

Canyonview Estates

7404 Wallace Blvd

Amarillo

TX

HCP SH ELP2 Properties, LLC

132

[***]

73-unit independent living, 59-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

594

Chehalem Springs

3802 Hayes Street

Newberg

OR

HCP SH ELP2 Properties, LLC

107

[***]

24-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

558

Churchill

140 Carriage Club Dr

Mooresville

NC

HCP SH ELP2 Properties, LLC

135

[***]

29-unit independent living, 86-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

636

Cliff View

134 W 2025 South Cir

Saint George

UT

HCP SH ELP2 Properties, LLC

75

[***]

47-unit assisted living care, 28-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

630

Cottage Village

110 Frankford Ave

Lubbock

TX

HCP SH ELP2 Properties, LLC

56

[***]

16-unit cottage, 40-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

581

Eagle Cove

261 Loto St

Eagle Point

OR

HCP SH ELP2 Properties, LLC

78

[***]

16-unit independent living, 62-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2027.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

638

Eagle Meadows

550 E Whitman Dr

College Place

WA

HCP SH ELP2 Properties, LLC

82

[***]

82-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

649

Englewood Heights

3710 Kern Rd

Yakima

WA

HCP SH ELP2 Properties, LLC

93

[***]

73-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

542

Flint River

250 Water Tower Ct

Macon

GA

HCP SH ELP2 Properties, LLC

36

[***]

36-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

549

Glendale Place

905 Glendale Rd

Murray

KY

HCP SH ELP2 Properties, LLC

84

[***]

84-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

611

Hawthorne Inn at Hilton Head

15 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

90

[***]

51-unit independent living, 39-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

563

Heartland Park

500 Heartland Park Dr

Seward

NE

HCP SH ELP2 Properties, LLC

97

[***]

43-unit independent living, 54-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

5 Years

[***]

[***]

593

Heron Pointe

504 Gwinn Street E

Monmouth

OR

HCP SH ELP2 Properties, LLC

61

[***]

61-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

664

Heron Pointe Cottages

504 Gwinn St E

Monmouth

OR

HCP SH ELP2 Properties, LLC

10

[***]

10-unit cottage and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

631

Holiday Lane Estates

6155 Holiday Ln

North Richland Hills

TX

HCP SH ELP2 Properties, LLC

50

[***]

50-unit assisted living care and such other ses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

535

Lake Springs

4355 S Lee St

Buford

GA

HCP SH ELP2 Properties, LLC

48

[***]

32-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2027.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

536

Lake Springs Cottages

4355 S Lee St

Buford

GA

HCP SH ELP2 Properties, LLC

24

[***]

24-unit cottage and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

527

Lassen House

705 Luther Rd

Red Bluff

CA

HCP SH Lassen House, LLC

60

[***]

44-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

8 Years

N/A

N/A

[***]

[***]

567

LaVilla

2725 N Pennsylvania Ave

Roswell

NM

HCP SH ELP2 Properties, LLC

92

[***]

12-unit cottage, 68-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

576

Magnolia Gardens

3211 Chandler Rd

Muskogee

OK

HCP SH ELP2 Properties, LLC

36

[***]

25-unit assisted living care, 11-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

655

Maplewood

1000 Maplewood Dr

Bridgeport

WV

HCP Senior Housing Properties Trust

132

[***]

90-unit independent living, 42-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

642

Montclair Park

1250 NE Lincoln Rd

Poulsbo

WA

HCP SH ELP2 Properties, LLC

109

[***]

85-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

580

Mountain View Ashland

548 N Main St

Ashland

OR

HCP SH Mountain View, LLC

112

[***]

71-unit independent living, 3-unit cottage, 38-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

524

Orchard Park Sunwest

14789 Burns Valley Rd

Clearlake

CA

HCP SH ELP2 Properties, LLC

41

[***]

37-unit assisted living care, 4-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

612

Palm Meadows Court

48 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

32

[***]

32-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

613

Palm Meadows Village

80 Main St

Hilton Head Island

SC

HCP Senior Housing Properties Trust

42

[***]

42-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2027.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

644

Parkway Village

3708 East 57th Ave

Spokane

WA

HCP SH ELP2 Properties, LLC

80

[***]

80-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

569

Plaza at Sun Mountain

6031 W Cheyenne Ave

Las Vegas

NV

HCP SH ELP2 Properties, LLC

179

[***]

24-unit independent living, 137-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

643

Quail Hollow

221 Torbett St

Richland

WA

HCP SH ELP2 Properties, LLC

36

[***]

36-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

615

Spring Arbor

1800 India Hook Rd

Rock Hill

SC

HCP Senior Housing Properties Trust

52

[***]

36-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

531

Sunrise Creek

1968 Sunrise Dr

Montrose

CO

HCP SH ELP2 Properties, LLC

109

[***]

14-unit cottage, 71-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

9 Years and 11 Months

[***]

[***]

619

Terrace at Bluegrass

674 E Main St

Hendersonville

TN

HCP SH ELP2 Properties, LLC

58

[***]

40-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

565

The Cottages

3920 Juan Tabo Blvd Ne

Albuquerque

NM

HCP SH ELP2 Properties, LLC

31

[***]

31-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

654

The Heritage

RR 4 Box 17

Bridgeport

WV

HCP Senior Housing Properties Trust

51

[***]

51-unit skilled nursing facility and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

564

The Oaks

1500 Vintage Hill Dr

Wayne

NE

HCP SH ELP2 Properties, LLC

80

[***]

46-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

622

Waterford in Bellevue

8188B Sawyer Brown Rd

Nashville

TN

HCP SH ELP2 Properties, LLC

69

[***]

53-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2027.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-2

(List of Pool 2 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

634

Willows at Sherman

3410 Post Oak Crossing

Sherman

TX

HCP SH ELP2 Properties, LLC

46

[***]

37-unit assisted living care, 9-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

617

Cordova Estates***

1535 Appling Care Ln

Cordova

TN

HCP SH ELP2 Properties, LLC

76

[***]

55-unit assisted living care, 21-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

547

Woodstock Estates

1000 Professional Way

Woodstock

GA

HCP SH ELP2 Properties, LLC

50

[***]

38-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

Total Lease Pool 2 (43 Properties)

3,119

15 Years

10 Years

8 Years

[***]

[***]

Lease Pool 2 Potential Facilities**

588

River Road

592 Beaver Dr NE

Keizer

OR

HCP SH River Road, LLC

49

[***]

49-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

607

Windfield Village

8170 SW Vlahos Dr

Wilsonville

OR

HCP SH Windfield Village, LLC

84

[***]

57-unit independent living, 27-unit assisted living care and such other uses necessary or incidental to such use

15 Years

10 Years

8 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2027.

** One or more of the foregoing facilities listed under the heading “Lease Pool 2 Potential Facilities” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  None of such facilities shall constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

*** With regard to Cordova Estates, the Initial Term shall commence on December 4, 2012 and expire on September 30, 2027. For the avoidance doubt, the Lease Year for Cordova Estates shall terminate on September 30th of each year.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Alpine Court, Emeritus at)

Lot 7, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION(Alpine Springs, Emeritus at)

Lot 6, BARGER DRIVE P.U.D., as platted and recorded in File 75, Slides 556, 557, 558, 559 and 560, Lane County Oregon Plat Records, in Lane County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION(Brentmoor Assisted Living Community)

Lot 1, Urban Seventh Addition to the City of Minot, Ward County, North Dakota

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Brookside Senior Living Community)

All that tract or parcel of land lying and being in Land Lot 261 and 268 of the 7th District, City of Buford, Gwinnett County, Georgia, being 16.664 acres, as shown on plat of survey for Guerry W. Garrett, Harold C. Morgan and John McGeary, dated June 18, 1992, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 59, Page 267B, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

Less and Except

All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 1.446 acres as shown on plat of survey for GH& J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 27, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

All that tract or parcel of land lying and being in Land Lots 261 and 268, of the 7th District, Gwinnett County, Georgia, in the City of Buford, containing 6.317 acres as shown on plat of survey far GH&J Properties, dated December 5, 1997, by Rochester & Associates, Inc., Registered Land Surveyors, which plat is recorded in Plat Book 79, Page 28, Plat Records of Gwinnett County, Georgia, and is incorporated herein by reference and made a part of this description.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Canyonview Estates, Emeritus at)

Being all of Lot 4, Block 1 of Amended Ridgeview Medical Center Unit No. 12, an addition to the City of Amarillo in Potter County, Texas, according to the map or plat thereof, recorded in Volume 2688, Page 507 of the Official Public Records of Potter County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chehalem Springs Assisted Living Community)

The Land referred to in this policy is described as follows:

Parcel 2, PARTITION PLAT 2001-38, in the City of Newberg, recorded October 23, 2001, as Instrument No. 200118649, Deed and Mortgage Records, County of Yamhill, State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Churchill, Emeritus at)

Lying and being situate in Iredell County, North Carolina, and being more particularly described as follows:

Being all of Tracts B, D, Z, H and I, as such are depicted on a plat entitled “Revision Of Lake Norman Pavillion”, according to the plat thereof, recorded in Map Book 36, page 119 and revised in Map Book 40, page 129, in the Office of the Register of Deeds of Iredell County, North Carolina.

AND INCLUDING ALL THE right, title and interest to those certain access easements recorded in Book 1260 at Page 2417 and Book 1558 at Page 1275 of the Iredell County Public Registry.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cliff View, Emeritus at)

Situated in the County of Washington. State of Utah:

A parcel of land located in Section 6, Township 43 South, Range 15 West, Salt Lake Base and Meridian and in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian being more particularly described as Follows:

Beginning at the Northeast corner of Sweetwater St. George Timeshare Project II, a Planned Residential Development located in Section 1, Township 43 South, Range 16 West, Salt Lake Base and Meridian, said point being North 80°00’00” East 1196.04 feet along the South line and its extension and North 302.84 feet from the Southwest corner of Tonaquint-Indian Hills, a Planned Unit Residential Development and running thence South 11°01’39” West 163.49 feet along said East line of the Sweetwater St. George Timeshare Project II to a point on a curve to the right, the radius point of which is South 37°45’24” East 355.00 feet; thence Easterly along the arc of said curve 444.89 feet; thence North 29°34’27” East 338.81 feet; thence North 4°05’19” West 89.77 feet; thence South 66°30’15” West 595.01 feet to the point of beginning.

The following is shown for informational purposes only: Tax ID No. SG-5-3-6-34181

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cottage Village Senior Living Community)

Metes and Bounds Description of Tracts “H”, “G-1-A”, “G-1-B”, “1-1”& “1-2” and Lots 308 thru 314, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records of Lubbock County, Texas, Volume 4940, Page 82, and Volume 5556, Page 216, Official Real Property Records of Lubbock County, Texas, Same being previously described as three tracts, said three tracts further described as follows:

PARCEL 1:

Metes and Bounds Description of a tract of land located In Section 2, Block J-S, Lubbock County, Texas, same being all of TRACT “H” of Tracts “G”, “H” and “I”, shadow Hills, an addition to the City of Lubbock Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas, and a portion of Tract “I-1”, of Lots 283A through 307A, Lots 308 through 314 and Tracts “G-1” “I-1” and “I-2”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 4940, Page 82, of the Official Real Property Records, Lubbock County, Texas, being further described as follows:

BEGINNING at a 1/2” rod with cap found in the West right-of-way line of Frankford Avenue, at the Southeast corner of said Tract “I-1”, Shadow Hills, which bears N. 00°12’40”W. 1,751.33 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S. Lubbock County, Texas:

THENCE West along the South line of said Tract “I-1”, a distance of 274.43 feet to a 1/2” rod with cap found;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cottage Village Senior Living Community)

THENCE N. 64°30’ W. alongthe South line of said Tract “I-1” a distance of 315.33 feet to a cross found in concrete in the right-of-way line of Genoa Avenue;

THENCE along the right-of-way line of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 173°06’28”, and a chord distance of 99.82 feet to a “A” rod with cap found;

THENCE S. 64°30’ E. a distance of 185.04 feet to a point in the West line of said Tract “H”, Shadow Hills;

THENCE N. 00°12’40” W. along said West line of Tract “H” a distance of 518.68 feet to a “crow’s foot” found in concrete at the Northwest corner of said Tract “H”, Shadow Hills;

THENCE East along the North line of said Tract “H” a distance of 354.00 feet to a 1/2” iron pipe found in the West right-of-way line of Frankford Avenue at the Northeast corner of said Tract “H”, Shadow Hills;

THENCE S. 00°12’40” E, along said West right-of-way line of Frankford Avenue a distance of 667.33 feet to the Point of Beginning.

PARCEL 2:

Metes and Bounds Description of a tract of land located in Section 2, Block J-S, Lubbock County, Texas, same being all of Lots 308 through 314, both inclusive, all of Tract “I-2”, and a portion of Tract “I-1”, of Lots 283A through 307A, Lots 308 through 314 and Tract “G-1”, “I-1” and “I-2”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas, being further described as follows;

BEGINNING at a point in the West line of Tract “H”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded In Volume 4059, Page 268, Official Real Property Records. Lubbock County, Texas, said point bears N. 00°12’40” W. 1899.33 feet and West 414.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas;

THENCE N. 64°30’ W. a distance of 185.04 feet to a 1/2” rod with cap found at a point of tangency in the right of-way line of Genoa Avenue;

THENCE Westerly along said right-of-way line of Genoa Avenue and around a curve to the left, said curve having a radius of 50.00 feet, a central angle of 33°22’01”, and a chord distance of 28.71 feet to a “crow’s foot” found in concrete;

THENCE N. 25°30’ E. a distance of 331.15 feet to a “crow’s foot found in concrete;

THENCE S. 64°30’ E. a distance of 12.5 feet to a “crow’s foot” found in concrete;

THENCE N. 25°30’ E. a distance of 92.54 feet to a 1/2” rod with cap found in the West line of said Tract “H” Shadow Hills;

THENCE S. 00°12’40” E. along the West line of said Tract “H”, a distance of 461.06 feet to the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cottage Village Senior Living Community)

PARCEL 3:

Metes and Bounds Description of a tract located in Section 2, Block J-S, Lubbock County, Texas, same being Tracts “G-1-A” and “G-1-B”, Shadow Hills, an addition to the City of Lubbock, Lubbock County, Texas, according to the map, plat, and/or dedication deed thereof recorded in Volume 5556, Page 216. Official Real Property Records, Lubbock County, Texas, being further described as follows:

BEGINNING at a 4” iron pipe found in the West right-of-way line of Frankford Avenue. at the Southeast corner of said Tract “G-1-A” Shadow Hills, which bears N. 00°12’40” W. 2,418.66 feet and West 60.00 feet from the Southeast corner of Section 2, Block J-S, Lubbock County, Texas:

THENCE West a distance of 328.30 feet to a 1/2” rod with cap found:

THENCE N. 25°30’ E. a distance of 132.52 feet to a “crow’s foot” found in concrete:

THENCE N. 64°30’ W. a distance of 12.5 feet to a cross found in concrete:

THENCE N. 25°30’ E. a distance of 293.11 feet to n “crow’s foot” found in concrete at a point of curvature;

THENCE Easterly around a curve to the right, said curve having a radius of 77.50 feet, a central angle of 64°30’ tangent lengths of 48.90 feet, and a chord distance of 82.71 feet to a “crow’s foot” found in concrete at a point of tangency:

THENCE East a distance of 82.77 feet to across found in concrete at a point in the West right-of-way line of Frankford Avenue:

THENCE S. 00°12’40” E. along said West right-of-way line of Frankford Avenue distance of 433.74 feet to the Point of Beginning.

TRACT 4:

Reciprocal Ingress, Egress, Private Utility and Parking Easements shown on Note on Plat with Dedication Deed recorded in Volume 4059, Page 268, Official Real Property Records, Lubbock County, Texas., as shown on Note on plat with Dedication Deed recorded In Volume 4940, Page 82, Official Real Property Records, Lubbock County, Texas and as shown on Note on Plat with Dedication Deed recorded In Volume 5556, Page 216, of the Official Real Property Records, Lubbock County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eagle Cove, Emeritus at)

PARCEL I

Beginning at the Southeasterly corner of Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon; thence North 64°34’00” West, along the Southwesterly line thereof, 294.93 feet to the Southeasterly corner of Lot 16; thence North 25°21’39” East, along the Southeasterly line of Lots 16, 15, 14, 13 and 12, a distance of 124.88 feet to the Northeasterly corner of said Lot 12; thence North 64°34’00” West along the Northeasterly line thereof, 96.70 feet to a point on the Northwesterly line of said Block 11; thence North 19°22’00” East along said Northwesterly line, 127.93 feet; thence along the arc of a 25.00 foot radius curve to the right (the long chord to which bears North 67°24’00” East 37.18 feet) an arc distance of 41.92 feet to a point on the Northeasterly line of said Block 11; thence South 64°34’00” East along said Northeasterly line, 230.29 feet to a 5/8 inch iron pin; thence South 25°23’43” West 139.87 feet to a 5/8 inch iron pin; thence South 64°34’00” East 150.06 feet to a point on the Southeasterly line of Block 11, said point being marked with a 5/8 inch Iron pin; thence South 25°26’00” West along said Southeasterly line, 139.87 feet to the point of beginning. ALSO: All that portion of the vacated Nova and Kelso Streets adjacent to said property and Inuring thereunto by law, vacated by Ordinance No. 11-77 of the City of Eagle Point, and recorded March 15, 2001 as Document No. 01-10055, Official Records of Jackson County, Oregon.

PARCEL II

Lots 12-16 in Block 11 of Central Addition to the City of Eagle Point, according to the Official Plat thereof, now of record in Jackson County, Oregon. TOGETHER WITH: Those portions of Kelso Street and Nova Street vacated by Ordinance No. 11-77 per Document No. 01-10055, Official Records of Jackson County, Oregon, more particularly described as follows: Beginning at a 5/8 inch rebar on the Northwesterly boundary of Central Addition, according to the Official Plat thereof, now of record in said Jackson County, said 5/8 inch rebar bears North 19°22’00” East 5.76 feet from the Northwesterly corner of Lot 1 In Block 12 said Central Addition; thence North 19°22’00” East along said Northwesterly boundary. 174.87 feet to a point which bears North 70°38’00” West 50.00 feet from the Northwesterly corner of Lot 12 in Block 11 of said Central Addition; thence South 70°38’00” East 50.00 feet to said Northwesterly corner of Lot 12; thence South 19°22’00” West along the Northwesterly boundary of Lots 12-16 of said Block 11, a distance of 125.58 feet to the Southwesterly corner of said Lot 16; thence South 64°34’00” East along the Southwesterly boundary of said Lot 16, a distance of 78.61 feet to a point on the Southeasterly boundary of the aforementioned street vacation; thence South 25°06’01” West along said boundary 54.89 feet to a 5/8 inch rebar; thence leaving said boundary, North 64°17’20” West 123.12 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Eagle Meadows Assisted Living Community)

Parcel 1 of Whitman PUD Phase II as per Plat recorded March 15, 2001 under Auditor’s File No. 0102443 in Roll File 6 at Page C-10, records of Walla Walla County, State of Washington Excepting therefrom that portion deeded to the City of College Place for Sidewalk purposes under Quit Claim Deed filed July 12, 2010, under Auditor’s 2010-05308, records of the Auditor of Walla Walla County, State of Washington. Situate in the City of College Place, State of Washington

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Englewood Heights Senior Living Community)

Lot 3 of Short Plat, recorded under Auditor’s File Number 7011395, records of Yakima County, Washington.

Situated in Yakima County, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Flint River Senior Living Community)

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 338 OF THE THIRTEENTH LAND DISTRICT OF MBB COUNTY, GEORGIA, AND BEING IN THE CITY OF MACON, CONTAINING 2.94 ACRES, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: TO REACH THE POINT OF BEGINNING, BEGIN AT THE 3/4-INCHED CRIMPED TOP PIPE LOCATED AT THE POINT OF INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY LINE OF FORSYTH ROAD (GEORGIA HIGHWAY NO. 19 AND U.S. HIGHWAY NO. 41) AND THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD (SAID 3/4-INCH CRIMPED TOP PIPE BEING LOCATED SOUTH 52 DEGREES 37 MINUTES 38 SECONDS EAST OF AND 1.25 FEET FROM A CONCRETE RIGHT-OF-WAY MONUMENT); AND RUN THENCE NORTH 38 DEGREES 06 MINUTES 11 SECONDS EAST ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD A DISTANCE OF 269.35 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 520.00 FEET AN ARC DISTANCE OF 256.24 FEET TO AN IRON PIN LOCATED NORTH 23 DEGREES 59 MINUTES 12 SECONDS EAST OF AND A CHORD DISTANCE OF 253.65 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO, WHICH IS TO THE POINT OF BEGINNING OF SAID 3.94-ACRE TRACT OF LAND, AND FROM SAID POINT OF BEGINNING AS

THUS ESTABLISHED RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD AN ARC DISTANCE OF 30.07 FEET TO AN IRON PIN LOCATED NORTH 06 DEGREES 12 MINUTES 48 SECONDS EAST OF AND A CHORD DISTANCE OF 30.07 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE SOUTH 77 DEGREES 44 MINUTES 29 SECONDS EAST A DISTANCE OF 325.13 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET A CHORD DISTANCE OF 52.06 FEET TO AN IRON PIN LOCATED NORTH 52 DEGREES 32 MINUTES 29 SECONDS EAST OF AND A CHORD DISTANCE OF 45.77 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE NORTH 02 DEGREES 49 MINUTES 27 SECONDS EAST A DISTANCE OF 89.39 FEET TO AN IRON PIN; RUN THENCE NORTH 15 DEGREES 03 MINUTES 17 SECONDS EAST A DISTANCE OF 84.26 FEET TO A ONE-INCH CRIMPED TOP PIPE; RUN THENCE SOUTH 79 DEGREES 17 MINUTES 41 SECONDS EAST A DISTANCE OF 273.84 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE SOUTH 02 DEGREES 43 MINUTES 09 SECONDS WEST A DISTANCE OF 543.72 FEET TO AN IRON PIN; RUN THENCE NORTH 57 DEGREES 24 MINUTES 26 SECONDS WEST A DISTANCE OF 178.13 FEET TO AN IRON PIN; RUN THENCE NORTH 66 DEGREES 57 MINUTES 45 SECONDS WEST A DISTANCE OF 118.98 FEET TO A 3/4-INCH CRIMPED TOP PIPE; RUN THENCE NORTH 02 DEGREES 49 MINUTES 27 SECONDS EAST A DISTANCE OF 277.91 FEET TO AN IRON PIN; RUN THENCE IN A GENERALLY NORTHWESTERLY DIRECTION ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 30.00 FEET AN ARC DISTANCE OF 42.18 FEET TO AN IRON PIN LOCATED NORTH 37 DEGREES 27 MINUTES 31 SECONDS WEST OF AND A CHORD DISTANCE OF 38.79 FEET FROM THE IRON PIN HEREINABOVE LAST REFERRED TO; RUN THENCE NORTH 77 DEGREES 44 MINUTES 29 SECONDS WEST A DISTANCE OF 337.96 FEET TO AN IRON PIN LOCATED ON THE SOUTHEASTERLY RIGHT-OF-WAY LINE OF CHARTER BOULEVARD, WHICH IS BACK TO THE POINT OF BEGINNING.

ALSO; TOGETHER WITH RIGHTS ARISING OUT OF SHARED-USE ROADWAY EASEMENT AGREEMENT DATED APRIL 21, 1998, RECORDED IN DEED BOOK 4158, PAGE 288, AFORESAID RECORDS; AND WATER LINE EASEMENT DATED JULY 17, 1998, RECORDED IN DEED BOOK 4239, PAGE 139, AFORESAID RECORDS; AND DRAINAGE EASEMENT DATED JULY 17, 1998, RECORDED IN DEED BOOK 4239, PAGE 146, AFORESAID RECORDS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Murray, Emeritus at)

(Glendale Place)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CALLOWAY, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:

Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 98, slide 1810, and being further described as follows:

Beginning at a 1/2” diameter rebar set in the south line of Glendale Road 822.37’ east of the centerline of U.S. Highway 641 the northeast corner of Lot 1 and the northwest corner of Lot 2, described herein;

thence, 30’ from and parallel to the centerline of Glendale Road, north 88 deg. 37’ 56” east 515.46’ to a 1/2” diameter rebar set in the west line of South 9th street;

thence, south 31 deg. 45’01” east 57.96’ to a 1/2” diameter rebar set in the west line of South 9th Street;

thence, with the west line of South 9th Street, south 00 deg. 56’11” east 350.01 to a 1/2” diameter rebar set, the eastern most point of Lot 1 and the southeast corner of Lot 2;

thence, with the south line of Lot 2, south 88 deg. 37’56” west 541.81 to a 1/2” diameter rebar set, the southwest corner of Lot 2;

thence, with the west line of Lot 2, north 01 deg. 24’53” west 400.00’ to the point of beginning.

As surveyed:

Legal description of a tract of land situated in the City of Murray, County of Calloway, State of Kentucky, being a part of the Southwest Quarter of Section 34, Township 2, Range 4 East and being Lot 2 of a Minor Subdivision Plat of the Glendale Church of Christ, Inc. property as shown by plat of record in Plat Book 19, Page 1810, and being further described as follows:

Beginning at an Iron pin found located in the South right-of-way line (sixty foot right-of-way) of Glendale Road 822.37 feet East of the centerline of U.S. Highway Number 641, said point being the corner of Lot 1 of the Minor Subdivision of the Glendale Church of Christ, Inc., property as recorded in Plat Book 19, Page 1810 in the Office of the County Clerk of Calloway County, Kentucky; thence a line with said right-of-way line, North 88 degrees 37 minutes 56 seconds East, 515.46 feet to an iron pin set in said right-of-way with its point of intersection of the West right-of-way line of Ninth Street; thence a line with said right-of-way line, the next three (3) calls as follows:

South 31 degrees 45 minutes 01 seconds East, 27.77 feet to an iron pin set;

South 01 degrees 20 minutes 47 seconds East, 102.65 feet to a point;

South 00 degrees 51 minutes 15 seconds East, 273.56 feet to an iron pin found in said right-of-way line corner of the aforementioned

Lot 2; thence a line with Lot 2, the next two (2) calls as follows;

South 88 degrees 38 minutes 41 seconds West, 526.69 feet to an iron pin found;

North 01 degrees 24 minutes 53 seconds West, 400.04 feet to the point of beginning;

Being in all respects the same property conveyed to BRE/SW Glendale Place, LLC by the following deeds:

1.Deed from Stayton SW Assisted Living, L.L.C.; Glendale at Murray Property, LLC; Arias’ covak 5, LLC, aka Arias’ Covak-5, LLC, aka Aria’s Covak-5, LLC; Atid’s Covak 5, LLC, aka Atid’s Covak-5, LLC; Davis’ Covak 5, LLC, aka Davis’ Covak-5, LLC; Each’s Covak 5, LLC, aka Each’s Covak-5, LLC, Hermann’s Covak 5, LLC, aka Herman’s Covak-5, LLC; Kinsey’s Covak 5, LLC, aka Kinsey’s Covak-5, LLC; Langford’s Covak 5, LLC, aka Langford’s Covak-5, LLC; Michael’s Covak 5, LLC, aka Michael’s Covak-5, LLC; Nager’s Covak 5, LLC, aka Nager’s Covak-5, LLC; Reber’s Covak 5, LLC, aka Reber’s Covak-5 LLC; Ridge Park’s Covak 5, LLC, aka Ridge Park’s Covak-5, LLC; Schnyders’ Covak 5, LLC, aka Schnyders’ Covak-5, LLC; Steams’ Covak 5, LLC, aka Steams’ Covak-5, LLC; Sylla’s Covak 5, LLC, aka Sylla’s Covak-5, LLC; Wolf’s Covak 5, LLC, aka Wolfe’s Covak-5 LLC; Wong’s Covak 5, LLC, aka Wong’s Covak-5, LLC; Yee’s Covak 5, LLC, aka Yee’s Covak-5, LLC; dated August 5, 2010, of record in Book 859, page 393, Calloway County Clerk’s Office;

2.Deed from B Brournand’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 453, aforesaid clerk’s office;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Murray, Emeritus at)
(Glendale Place)

3.Deed from C Brournand’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 461, aforesaid clerk’s office;

4.Deed from Forsch’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 469, aforesaid clerk’s office;

5.Deed from Gavriel’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 477, aforesaid clerk’s office;

6.Deed from G. Travess’ Covak-5, LLC, aka G Travess’ Covak 5, LLC, dated August 5, 2010, of record in Book 859, page 486, aforesaid clerk’s office;

7.Deed from Levine’s Covak-5, LLC, aka Levine’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 494, aforesaid clerk’s office;

8.Deed from M Travess’ Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 504, aforesaid clerk’s office;

9.Deed from Highpointe’s Covak-5, LLC, aka Highpointe’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 512, aforesaid clerk’s office;

10.Deed from New Haven’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 520, aforesaid clerk’s office;

11.Deed from Novak’s Covak-5, LLC, aka Novak’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 528, aforesaid clerk’s office;

12.Deed from NWB’s Covak 5, LLC, aka NWB’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 536, aforesaid clerk’s office;

13.Deed from Premiere’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 549, aforesaid clerk’s office;

14.Deed from Ruderman’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 557, aforesaid clerk’s office;

15.Deed from Walsh covak 5, LLC, aka Walsh’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 566, aforesaid clerk’s office; and

16.Deed from Scott’s Covak 5, LLC, aka Scott’s Covak-5, LLC, dated August 5, 2010, of record in Book 859, page 574, aforesaid clerk’s office.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hawthorne Inn at Hilton Head, Emeritus at)

TRACT A:

All that certain piece, parcel or lot of land, lying and being on Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 2-3, Phase I, Palmetto Hall Commercial Park, on a plat thereof entitled “Palmetto Hall Commercial Park, Parcels 1-C, 1-D, 1-e and 2-3 Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina for Greenwood Development Corporation”, said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S. #13169, said plat being dated December 17, 1997, as latest revised June 3, 1998, recorded in Plat Book 65 at Page 114, Beaufort County Records, on June 15, 1998. For a more detailed description as to the courses and distances, metes and bounds of the above mentioned parcel, reference is had to said plat of record.

TRACT B:

ALL that certain piece, parcel or tract of land lying, and being on Hilton Head Island, Beaufort County, South Carolina, being shown and described as “Former 10’ Right of Way” on a plat entitled “Plat of 0.006 Acre Portion of the Hospital Campus Entrance Road, Palmetto Hall Commercial Park, Hilton Head Island, Beaufort County, South Carolina,” prepared by Hussey, Gay, Bell & DeYoung, Consulting Engineers, James M. Sims, S.C.R.L.S. No. 13169, said plat being dated July 23, 1998, and recorded in the Beaufort County Records in Plat Book 66 at Page 165. Said property is more particularly described by courses and distances, metes and bounds, as follows:

The Point of Beginning is a point which marks the intersection of the southeastern corner of Parcel 2-3 as it intersects the Hospital Campus Entrance Road; from said Point of Beginning proceeding S 54°48’55” W for a distance of 27.58 feet to a point; thence proceeding N 09°48’55” E for a distance of 28.28 feet to a point; thence proceeding S 55°56’29” E for a distance of 21.39 feet to a point which marks the Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heartland Park Senior Living Community)

Lot 1, Block 1, Heartland Park Estates, Seward, Seward County, Nebraska, EXCEPT that part more particularly described as follows: Beginning at the Northeasterly corner of Lot 1, Block 1, Heartland Park Estates to the City of Seward, located in the West half on the Northwest Quarter of Section 16, Township 11 North, Range 3 East of the 6th P.M., Seward County, Nebraska also said point is on the West line of the East half on the Northwest Quarter and Tax Lot 29 of said Section 16; thence N 88° 52’ 47” W, (an assumed bearing), and on the Northerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet; thence S 00° 03’06” W, 30 feet Westerly of and parallel to the East line of the West half of the Northwest Quarter, of said Section 16, a distance of 730.14 feet to a point on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates; thence S 88° 52’ 47” E, and on the Southerly line of Lot 1, Block 1 of said Heartland Park Estates, a distance of 30.01 feet to the Southeasterly corner of Lot 1, Block 1 of said Heartland Part Estates and also said point is on the East line of the West half on the Northwest Quarter of said Section 16; thence N 00° 03’06” E, and on the East line of the West half of the Northwest Quarter of said Section 16 and Lot 1, Block 1 of said Heartland Park Estates, a distance of 730.14 feet to the point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heron Pointe Cottage, Emeritus at)

The Land referred to in this policy is described as follows:

Parcel 2, of Partition Plat No. 1998-32, recorded September 9, 1998 in Polk County, Oregon.

Together with a perpetual non-exclusive easement for ingress and egress, as more particularly described in that certain reciprocal easement agreement, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heron Pointe, Emeritus at)

Parcel 1 of Partition Plat No. 1998-32, recorded September 9, 1998 as Fee No. 452736, Polk County, Oregon.

Together with a perpetual non-exclusive easement for ingress and egress as more particularly described in that certain reciprocal easement agreement, including the terms and provisions thereof, dated September 2, 1994, recorded February 22, 1995 in Book 299, Page 1019, Book of Records for Polk County, Oregon.

Also Together with a 30 foot private access easement and public utility easement as delineated on Partition Plat No. 1998-32, recorded September 9, 1998 in Book of Partition Plats for Polk County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Holiday Lane Estates, Emeritus at)

Lot 1, Block 1, The Covenant Addition, an Addition to the City of North Richland Hills, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 3855, Plat Records, Tarrant County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Springs Assisted Living and Memory Care Community)

BEING ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100 RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING;

THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC DISTANCE OF 84.60 FEET, THE CHORD OF WHICH BEARS N29°33’29”W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT THENCE N53°14’01”E. A DISTANCE OF 21.90 FEET TO A POINT; THENCE N36°45’59”W. A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53°14’01”W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N36°16’27”W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N39°13’34”W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY; N53°46’26”E, A DISTANCE OF 390.84 FEET TO A POINT; THENCE S35°41’07”E, A DISTANCE OF 283.13 FEET TO A POINT; THENCE S54°18’53”W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Springs Senior Living Community Cottages)

ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT 260 OF THE 7TH LAND DISTRICT, GWINNETT COUNTY, GEORGIA, IN THE CITY OF BUFORD, AND BEING THE PROPERTY OWNED BY SWAN ENTERPRISES, LLC, AS DESCRIBED IN DEED BOOK 15188, PAGE 85 AND A 0.24 ACRE TRACT AS DESCRIBED IN DEED BOOK 15852, PAGE 71, IN THE CLERK OF SUPERIOR COURT, GWINNETT COUNTY, GEORGIA, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH THE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; (VARIABLE RIGHT-OF-WAY); SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE RUNNING NORTHWEST ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD WHICH BEARS N29°03’36”W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53°13’54”E, A DISTANCE Of 21.90 FEET TO A POINT; THENCE N36°46’06”W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53°13’54”W, A DISTANCE OF 19.39 FEET TO A POINT; THENCE ALONG THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD WHICH BEARS N36°16’34”W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N36°13’41”W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE N36°13’41”W, A DISTANCE OF 170.63 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY N53’33’10” E, A DISTANCE OF 174.95 FEET TO A POINT; THENCE N22°29’38”E, A DISTANCE OF 123.64 FEET TO A POINT; THENCE N67°36’35”E, A DISTANCE OF 254.34 FEET TO A POINT; THENCE N67°38’53”E, A DISTANCE OF 204.01 FEET TO A POINT; THENCE S12°28’37”E, A DISTANCE OF 99.59 FEET TO A POINT; THENCE N77°49’39”E, A DISTANCE OF 99.31 FEET TO A POINT; THENCE S74°55’37”E, A DISTANCE OF 228.75 FEET TO A POINT; THENCE S54°18’53”W, A DISTANCE OF 542.52 FEET TO A POINT; THENCE S54°18’53”W, A DISTANCE OF 400.09 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH REAL ESTATE EASEMENT RIGHTS ESTABLISHED BY DECLARATION AND GRANT OF INGRESS/EGRESS EASEMENT RIGHTS BY AND AMONG SWAN ENTERPRISES, LLC. AND ELDER HEALTHCARE DEVELOPERS, L.L.C. DATED JANUARY 8, 1999, AND RECORDED IN DEED BOOK 17914, PAGE 27, RECORDS OF GWINNETT COUNTY, GEORGIA.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Lake Springs Senior Living Community Cottages)

LESS AND EXCEPT THE FOLLOWING:

COMMENCING AT A POINT FOUND ON THE NORTHEASTERLY RIGHT-OF-WAY LINE OF SOUTH LEE STREET (100 FEET RIGHT-OF-WAY) LOCATED 1442.8 FEET NORTH AND NORTHWESTERLY AS MEASURED ALONG THE EAST AND NORTHEASTERLY RIGHT-OF-WAY LINE, AND FOLLOWING THE CURVATURE THEREOF, FROM THE POINT OF INTERSECTION OF SAID RIGHT-OF-WAY WITH TIE EAST RIGHT-OF-WAY OF SOUTH LEE STREET AND THE NORTHEAST RIGHT-OF-WAY LINE OF MADDOX ROAD; THENCE RUNNING ALONG THE NORTHEAST RIGHT-OF-WAY LINE OF SOUTH LEE STREET, AND FOLLOWING THE ARC Of A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD OF WHICH BEARS N 29°33’36” W FOR A DISTANCE OF 84.57 TO A POINT; THENCE ALONG SAID RIGHT-OF-WAY N 53°13’54” E, A DISTANCE. OF 21.90 FEET TO A POINT; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY N 36°46’06” W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S 53°13’54” W, A DISTANCE OF 19.34 FEET TO A POINT; THENCE NORTHWEST ALONG SAID RIGHT-OF-WAY, AND FOLLOWING THE ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 925.32 FEET, AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N 36°16’34” W FOR A DISTANCE OF 38.54 FEET TO A POINT; CONTINUE THENCE ALONG SAID RIGHT-OF-WAY N 36°13’41” W, A DISTANCE OF 280.59 FEET TO A POINT; SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID RIGHT-OF-WAY N 36°13’41” W, A DISTANCE OF 60.00 FEET TO A POINT; THENCE LEAVING SAID RIGHT- OF-WAY LINE N 72°29’38” E A DISTANCE OF 184.72 FEET TO A POINT; THENCE S 53°32’23” W, A DISTANCE OF 174.95 FEET TO THE TRUE POINT OF BEGINNING;

LESS AND EXCEPT THE FOLLOWING:

COMMENCING AT A POINT, SAID POINT BEING AT THE INTERSECTION OF THE NORTHEASTERLY RIGHT-OF-WAY OF SOUTH LEE STREET, (100’ RIGHT-OF-WAY) AND THE EAST RIGHT-OF-WAY OF MADDOX ROAD, (VARIABLE RIGHT-OF-WAY), THENCE 1442.8 FEET NORTH AND NORTHWESTERLY ALONG SAID NORTHEASTERLY RIGHT-OF-WAY TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING. THUS HAVING ESTABLISHED THE TRUE POINT OF BEGINNING; THENCE ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 84.60 FEET, THE CHORD OF WHICH BEARS N29°33’29”W FOR A CHORD DISTANCE OF 84.57 FEET TO A POINT; THENCE N53°14’01”E, A DISTANCE OF 21.90 FEET TO A POINT; THENCE N36°45’59”W, A DISTANCE OF 46.82 FEET TO A POINT; THENCE S53°14’01”W, A DISTANCE OF 19.34 FEET, TO A POINT; THENCE ALONG A CURVE TO THE LEFT

HAVING A RADIUS OF 925.34 FEET AN ARC LENGTH OF 38.54 FEET, THE CHORD OF WHICH BEARS N36°16’27”W FOR A CHORD DISTANCE OF 38.54 FEET TO A POINT; THENCE N39°13’34”W, A DISTANCE OF 109.96 FEET TO A POINT; THENCE LEAVING SAID RIGHT-OF-WAY; N53°46’26”E, A DISTANCE OF 390.84 FEET TO A POINT; THENCE S35°41’07”E, A DISTANCE OF 283.13 FEET TO A POINT, THENCE S54°18”53”W, A DISTANCE OF 400.09 FEET TO THE TRUE POINT OF BEGINNING.

APN: R7560 017

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lassen House Assisted Living)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF RED BLUFF, COUNTY OF TEHAMA, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS;

Lots 4, 5 and 6 of Citrus Heights Colony, as the same is shown on the map filed in the Tehama County Recorder’s Office, December 23, 1913, Book F of Maps page 8.

Excepting therefrom those portions conveyed to the City of Red Bluff in Deeds recorded June 20, 1962, Book 414, page 3, and July 19, 1962 in Book 415, page 189, Official Records of Tehama County.

APN: 033-230-82

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(La Villa Assisted Living and Memory Care Community)

All of Wedgwood Summary Plat, in the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat filed in the Chaves County Clerk’s Office on March 14, 1995 and recorded in Book R of Plat Records, at Page 18.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Magnolia Gardens)

Lot 1 in Block 1 in Tackett 1st Addition to the City of Muskogee, Muskogee County, Oklahoma, according to the official plat thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Maplewood Senior Living Community)

All those certain tracts or parcels of land situate in the City of Bridgeport, Simpson District, Harrison County, West Virginia, and being more particularly bounded and described as follows:

TRACT I: Beginning at a 3/4” x 30” rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47’ 23” E. for 507.38’ to a track spike at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35’ 23” E. for 502.73’ to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:

S. 90° 00’ 00” W. for 177.21’ to a point; thence S. 6° 13’ 05” W. for 124.62’ to a point; thence S. 64° 33’ 31” W. for 148.34’ to a point; thence S. 76° 19’ 54” W. for 212.84’ to a 3/4” x 30” rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:

N. 24° 13’ 17” W. for 133.28’ to a 3’4” x 30” rebar; thence N. 6° 16’ 32” W. for 760.35’ to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc., as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.

TRACT II: Beginning at a point located on the common line between Heritage and Grafton and which bears S. 22° 35’ 23” E. 30.65’ from a track spike at the northeast corner of said Heritage property; thence running through the lands of Grafton with three lines as follows: N. 73° 58’ 51” E. for 47.50’ to a point; thence S. 18° 34’ 09” E. for 421.27’ to a point: thence S. 67° 13’ 51” W. for 17.65’ to a point on the common line of Heritage and Grafton; thence running with said common line, N. 22° 35’ 23” W. for 425.72’ to the place of beginning, containing 0.32 acre.

TRACT III: Beginning at a 3/4” x 30” rebar at the northwest corner of the 19.52 acre tract owned by The Heritage, Inc.; thence running with a westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 06° 16’ 32” E. for 760.35’ to 3/4” x 30” rebar at the westernmost corner of said 19.52 acre tract, thence running with a part of another westerly boundary of said 19.52 acre tract by survey meridian in a reverse direction S. 24° 13’ 17” E. for 133.28’ to a 3/4” x 30” rebar set; thence running by survey meridian through lands of William E. and Elizabeth M. Morton for five lines as follows: S. 84° 49’ 26” W. for 384.44’ to a

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Maplewood Senior Living Community)

3/4” x 30” rebar; thence N. 03° 37’ 57” W. for 121.58’ to a 3/4” x 30” rebar, thence N. 35° 43’ 45” W. for 276.84’ to a twin 12” locust marked with 3 hacks; thence N. 10° 37’ 21” E for 172.36’ to a 3/4” x 30” rebar; thence N. 19° 53’ 46” W. for 145.56’ to a power pole which bears N. 86° 24’ 38’ E. for 101.40’ from a 3/4” x 30” ribar in concrete found on the common line between Lloyd and James Lang and William E. and Elizabeth M. Morton; thence N. 46° 33’ 20” W. for 103.07’ to a 3/4” x 30” rebar (hickory and 2 W. O. stumps gone); thence running by survey meridian N. 41° 36’ 26” E. for 181.84” to a 3/4” x 30” rebar, thence running by survey meridian N. 82° 12’ 37” E. for 389.89’ to the place of beginning and containing 8.63 acres.

Said tract or parcel of land has been determined by a survey to be described as follows:

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly bounded and described as follows:

Beginning at an iron pin set at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract S. 69° 47’ 18” E. for 507.39 feet to an iron pin set at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly fine of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35’ 23” E. for 30.65 feet to an iron pin set; thence running through the lands of Grafton with three lines as follows: N. 73° 58’ 51” E. for 47.50 feet to an iron pin set; thence S. 18° 34’ 09” E. for 421.27 feet to an Iron pin set; thence S. 67° 13’ 51” W. for 17.65 feet to an iron pin set on the common line of Heritage and Grafton; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35’ 23” E. for 46.36 feet to an iron pin set; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows: S. 90° 00’ 00” W. for 177.21 feet to a point; thence S. 6° 13’ 05” W. for 124.62 feet to a point thence S. 64° 33’ 31” W. for 148.34 feet to a point; thence S. 76° 19’ 54” W. for 212.82 feet to a point at the southernmost corner of an 8.63 acre parcel now or formerly owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running by survey meridian through lands now or late of William E and Elizabeth M. Morton for five lines as follows: S. 84° 49’ 26” W. for 384.44 feet to a capped pin found; thence N. 03° 37’ 56” W. for 121.58 feet to a capped pin found; thence N. 35° 43’ 45” W. for 276.84 feet to an iron pin set; thence N. 10° 37’ 21” E. for 172.36 feet to an iron pin set; thence N. 19° 53’ 46” W. for 145.56 feet to a power pole; thence N. 46° 33’ 20” W. for 103 07 feet to an iron pin set; thence running by survey meridian N. 41° 36’ 26” E. for 181.84 feet to an iron pin set; thence running by survey meridian N. 82° 12’ 37” E. for 389.89’ to the place of beginning and containing 17.24 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Montclair Park Assisted Living and Memory Care Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF KITSAP, STATE OF WASHINGTON, AND IS DESCRIBED AS FOLLOWS:

THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W M, IN KITSAP COUNTY, WASHINGTON, BEING A PARCEL OF LAND DESCRIBED IN STATUTORY WARRANTY DEED DATED JULY 31, 2007, IN AUDITOR’S FILE NO. 200708010231, RECORDS OF KITSAP COUNTY, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER;

THENCE SOUTH 00°56’50” WEST 330.86 FEET TO THE POINT OF BEGINNING OF SAID PARCEL, DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001 AND THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER; THENCE NORTH 89°04’02” WEST 1327.00 FEET ALONG THE NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;

THENCE ALONG THE WEST LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001, SOUTH 01°06’38” WEST 911.99 FEET TO THE NORTH MARGIN OF LINCOLN ROAD (OLD COUNTY ROAD #37) BEING SAID COUNTY ROAD DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;

THENCE NORTHEASTERLY ALONG SAID NORTH MARGIN OF ROAD NORTH 81°34’50” EAST 161.40 FEET TO THE POINT OF CURVATURE OF A 1402.40 FOOT RADIUS CURVE TO THE LEFT, THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05°40’27” FOR AN ARC DISTANCE OF 138 88 FEET TO THE EAST LINE OF THE WEST 6 ACRES DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001;

THENCE ALONG SAID EAST LINE OF THE WEST 6 ACRES, NORTH 01°06’38” EAST 856.45 FEET TO SAID NORTH LINE OF THE SOUTH THREE-QUARTERS OF SAID SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER BEING THE NORTH LINE OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001;

THENCE LEAVING SAID EAST LINE OF THE WEST 6 ACRES, NORTH 89°04’02” WEST 294.78 FEET TO THE NORTHWEST CORNER OF SAID PARCEL DESCRIBED IN VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO. 92001, AND THE TRUE POINT OF BEGINNING;

EXCEPT THE EAST 22 FEET THEREOF (AS CONVEYED TO THE CITY OF POULSBO BY DEED RECORDED UNDER RECORDING NO. 200105160296),

(THE LAND REFERRED TO UNDER VOLUME 100 OF DEEDS, PAGE 428, AUDITOR’S FILE NO 92001 WAS ORIGINALLY DESCRIBED AS FOLLOWS):

THE WEST SIX (6) ACRES OF THE FOLLOWING DESCRIBED TRACT OF LAND:

BEGINNING AT A POINT 20 RODS SOUTH OF THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION FOURTEEN (14) IN TOWNSHIP TWENTY-SIX NORTH OF RANGE ONE EAST OF THE WILLAMETTE MERIDIAN, RUNNING THENCE WEST EIGHTY (80) RODS, THENCE SOUTH TO THE COUNTY ROAD (POULSBO-PORT GAMBLE ROAD),

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Montclair Park Assisted Living and Memory Care Community)

THENCE FOLLOWING THE SAID COUNTY ROAD IN A NORTHEASTERLY DIRECTION TO THE SECTION LINE BETWEEN SECTION 13 AND SECTION 14;

THENCE NORTH TO PLACE OF BEGINNING;

AS SURVEYED LEGAL DESCRIPTION.

THAT PORTION OF THE SOUTH THREE-QUARTERS OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, W. M., IN KITSAP COUNTY, WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS.

COMMENCING AT THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 14, TOWNSHIP 26 NORTH, RANGE 1 EAST, WILLAMETTE MERIDIAN.

THENCE SOUTH 00°56’50” WEST A DISTANCE OF 330 86 FEET; THENCE NORTH 89°04’02” WEST A DISTANCE OF 1,054.22 FEET TO THE POINT OF BEGINNING; THENCE NORTH 89°04’02” WEST A DISTANCE OF 272.78 FEET

THENCE SOUTH 01°06’38” WEST A DISTANCE OF 911.99 FEET;

THENCE NORTH 81°34’50” EAST TO A 1,402 04 FOOT RADIUS CURVE LEFT, A DISTANCE OF 161.40 FEET; THENCE, A LENGTH OF 116.14 FEET ALONG THE ARC OF SAID CURVE, SAID CURVE HAVING A CHORD BEARING OF NORTH 79°11’53” EAST AND A CHORD DISTANCE OF 116 11 FEET;

THENCE NORTH 01°06’38” EAST A DISTANCE OF 862.17 FEET TO THE POINT OF BEGINNING:

SITUATE IN THE CITY OF POULSBO, COUNTY OF KITSAP, STATE OF WASHINGTON.

APN 142601-4-012-2007

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Mountain View, Emeritus at)

The Land referred to in this policy is described as follows:

A Leasehold Estate in and to the following described premises, as created by that certain Lease dated January 1, 1994, as amended by Lease Amendment No.1 to Ground Lease Agreement dated May 12, 1995, and by Lease Amendment No.2 to Ground Lease Agreement, dated September 15, 1995 (Ground Lease), executed by Ashland Community Hospital Foundation, an Oregon nonprofit corporation, as Lessor, and Ashland Retirement Residence Limited Liability Company, an Oregon limited liability company, as Lessee, as referenced in the document entitled Memorandum of Ground Lease, which was recorded September 25, 1995, at 95-26985 for the term, upon and subject to all the provisions contained in said document, and in said lease:

Real property in the City of Ashland, County of Jackson, State of Oregon, described as follows:

COMMENCING AT THE NORTHWEST CORNER OF DONATION LAND CLAIM NO.40 IN TOWNSHIP 39 SOUTH, RANGE 1 EAST, OF THE WILLMETTE MERIDIAN, JACKSON COUNTY, OREGON; THENCE SOUTH 00° 02’ 57”1 WEST, ALONG THE WESTERLY LINE OF SAID CLAIM, 271.98 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD), FOR THE TRUE POINT OF BEGINNING; THENCE, CONTINUE SOUTH 00° 02’ 57” WEST. 256.95 FEET TO AN ANGLE POINT IN THE EASTERLY LINE OF TRACT “A” OF VOLUME 585, PAGE 35, JACKSON COUNTY, OREGON, DEED RECORDS; THENCE SOUTH 28° 10 13” EAST, ALONG SAID EASTERLY LINE AND THE EASTERLY LINE OF VOLUME 411, PAGE 113, SAID DEED RECORDS, 126.03 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE SOUTH 61° 41’ 47” WEST, ALONG THE SOUTHERLY LINE OF SAID LATTER MENTIONED TRACT, 200.00 FEET TO THE EASTERLY RIGHT OF WAY LINE OF NORTH MAIN STREET; THENCE SOUTH 28° 10 13” EAST. ALONG SAID EASTERLY LINE, 296.20 FEET TO THE SOUTHWESTERLY CORNER OF LOT 1, BLOCK 13 IN THE CITY OF ASHLAND, ACCORDING TO THE OFFICIAL 1888 PLAT THEREOF, IN SAID JACKSON COUNTY; THENCE NORTH 61° 41’ 47” EAST, ALONG THE SOUTHERLY LINE OF SAID LOT, 200,00 FEET TO THE SOUTHEASTERLY CORNER THEREOF; THENCE NORTH 28° 10’ 13” WEST, ALONG THE EASTERLY LINE OF SAID LOT, 41.42 FEET; THENCE, LEAVING SAID EASTERLY LINE, NORTH 60° 59’ 05” EAST, TO AND ALONG THE NORTHERLY LINE OF GLENNVIEW ESTATES, A PLANNED UNIT DEVELOPMENT TO THE CITY OF ASHLAND, 276.09 FEET TO THE AFOREMENTIONED SOUTHERLY RIGKT OF WAY LINE OF THE CENTRAL OREGON AND PACIFIC RAILROAD, (FORMERLY SOUTHERN PACIFIC COMPANY RAILROAD); THENCE, ALONG SAID SOUTHERLY LINE, ALONG THE ARC OF A 3407.87 FOOT RADIUS RAILROAD CURVE TO THE LEFT (THE LONG CHORD TO WHICH BEARS NORTH 42° 32’ 36” WEST, 622.64 FEET), AN ARC DISTANCE OF 623.51 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF OREGON, BY AND THROUGH ITS DEPARTMENT OF TRANSPORTATION, AS DESCRIBED IN DOCUMENT NO. 95-15462, OFFICAL RECORDS OF JACKSON COUNTY, OREGON.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Orchard Park Assisted Living and Memory Care)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CLEARLAKE, COUNTY OF LAKE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:

Lying within Section 21, Township 13 North, Range 7 West, M.D.M., in the County of Lake, State of California and within the lands of James W. Wilder, as described in a Deed recorded December 13, 1991, as Document Number 91-025446 of Official Records of Lake County, being Parcels One and Two, as shown on a map filed April 12, 1985 in Book 26 of Parcel Maps, at page 28, lake County Records, described as follows:

A portion of Parcels One and Two, as shown on the above mentioned Book 26 of Parcel Maps, at Page 28, more particularly described as follows:

BEGINNING at a point on the South line of said Parcel One, distant thereon South 89° 34’ 30” East; 438.75 feet from the Southwest corner thereof; thence parallel to the West line of said Parcel One, South 00° 54’ 00” West, 55.08 feet; thence, South 89° 34’ 30” East, 250.00 feet; thence parallel to the West line of said Parcel One, North 00° 54’ 00” East, 430.00 feet to the South line of Burns Valley Road, said line being the South line of a 25 foot. Roadway and Public Easement as shown on said Parcel Map; thence along said South line of Burns Valley Road North 89° 34’ 28” West, 250.00 feet to the Northeast corner of that certain parcel of land conveyed to the City of Clearlake, in a Deed recorded July 18, 1991, Document No. 91-014387, Official Records of Lake County; thence parallel to the West side of said Parcel One and continuous to last said City of Clearlake parcel South 00° 54’ 00” West, 364.92 feet to the Point of Beginning.

Pursuant to Lot Line Adjustment No. 01-99, Recorded July 12, 1999 as Instrument No. 99-011880, Lake County Records.

APN: 010-026-420-000

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Palm Court, Emeritus at)

ALL that certain piece, parcel or lot of land, together with the improvements thereon, situate, lying and being in the Town of Hilton Head, In the County of Beaufort, State of South Carolina, and being shown and delineated as Parcel 9 on a plat of subdivision of Tax Parcel No. 510-004-0027, Palmetto Hall Commercial Park for Greenwood Development Corporation by Hussey, Gay, Bell & DeYoung dated August 23, 1995, revised July 7, 1998, and being further shown and delineated as 5.177 acres on a plat prepared for Sterling House Corporation by Cox and Dinkins, Inc., dated August 9, 1998 and recorded in the Beaufort County Records in Plat Book 66 at Page 193. For a more complete description as to courses, distances, metes and bounds, reference may be bad to the above stated plat of record.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Palm Village, Emeritus at)

ALL that certain piece, parcel or lot of land, lying and being an Hilton Head Island, Beaufort County, South Carolina and being shown and described as Parcel 12-13, Phase 1, Palmetto Hall Commercial Park, on a plat thereof entitled “Palmetto Hall Commercial Park Phase I, Lands of Greenwood Development Corporation, being a portion of the Palmetto Hall Commercial Tract, Hilton Head Island, Beaufort County, south Carolina for Greenwood Development Corporation,” said plat being prepared by Hussey, Gay, Bell & DeYoung, Inc., Consulting Engineers, Savannah, Georgia, James M. Sims, S.C. Reg. L.S. #13169, said plat being dated February 23, 1998, and recorded In Plat Book 64 at Page 133, Beaufort County Records, on April 8, I998. For a more detailed description as to the courses and distances, metes and bounds of the above mentioned parcel, reference is had to said plat of record.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(South Hill, Emeritus at)

(Parkway Village)

The West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East of the Willamette Meridian, in Spokane County, Washington;

EXCEPT the East 65 feet of the North 195 feet;

ALSO EXCEPT the West 100 feet of the East 165 feet of the North 204 feet;

ALSO EXCEPT 57th Avenue Right of Way;

ALSO EXCEPT that portion conveyed to Spokane County by Warranty Deed recorded October 9, 1997, under Auditor’s File No. 4149497;

Also described as follows;

That portion of the West Half of the Northeast Quarter of the Northwest Quarter of the Southeast Quarter of Section 3, Township 24 North, Range 43 East, of the Willamette Meridian, more particularly described as follows:

COMMENCING at the center of said Section 3;

Thence North 89°38’40” East along the North line of the Southeast Quarter of said Section 3, a distance of 668.92 feet;

Thence South 00°13’34” East, a distance of 40.00 feet to the Southerly right of way line of East 57th Avenue and the Point of Beginning;

Thence continuing South 00°13’34” East along the Easterly line of JJ Land 3rd Addition as per plat recorded in Volume 20 of Plats, page 11, records of Spokane County, a distance of 622.06 feet to the intersection of the Northerly line of Rodeo Heights as per plat recorded in Volume 20 of Plats, page 87, records of Spokane County and said Easterly line of JJ Land 3rd Addition;

Thence North 89°34’58 East along said Northerly line of Rodeo Heights, a distance of 334.65 feet to the intersection of said Northerly line of Rodeo Heights and the Westerly line of Browne Park Addition as per plat recorded in Volume “1” of Plats, page 27, records of Spokane County;

Thence North 00°13’52” West along said Westerly line of Browne Park Addition, a distance of 466.70 feet;

Thence South 89°38’40” West, a distance of 65.00 feet;

Thence South 00°07’08” East, a distance of 9.00 feet;

Thence South 89°38’40” West, a distance of 100.04 feet;

Thence North 00°13’52” West, a distance of 164.00 feet to said Southerly right of way line of East 57th Avenue;

Thence South 89°38’40”, West along said Southerly right of way line of East 57th Avenue and parallel to said Northerly line of the Southeast Quarter of Section 3, a distance of 169.53 feet to the True Point of Beginning;

Situate in the County of Spokane, State of Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Plaza at Sun Mountain Independent and Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF CL ARK STATE OF NEVADA, AND IS DESCRIBED AS FOLLOWS:

Parcel I:

Lot One (1) as shown in File 88 of Parcel Maps, Page 83, in the Office of the County Recorder of Clark County, Nevada.

Parcel II:

Non-exclusive easements for ingress and egress of pedestrian and vehicular traffic as set forth in that certain document entitled “Agreement for Reciprocal Access Easement” recorded December 2, 2005, in Book 20051202, as Instrument No. 01981 of Official Records, Clark County, Nevada.

APN: 138-14-501-002

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Quail Hollow Memory Care Community)

A portion of Lots 2 and 3, Block 732, PLAT OF RICHLAND, according to the Plat thereof recorded in Volumes 6 and 7 of Plats, records of Benton County, State of Washington, being more particularly described as follows:

Commencing at the Southeast corner of said Block 732;

thence North 01°05’48” West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;

thence South 88°54’12” West along said right-of-way 410.93 feet to the True Point of Beginning:

thence leaving said right-of-way, South 01°05’48” East 376.96 feet;

thence South 88°54’12” West 278.90 feet;

thence North 01°05’48” West 181.18 feet;

thence South 88°54’12” West 32.72 feet;

thence North 01°05’48” West 53.93 feet;

thence North 88°54’12” East 180.05 feet;

thence North 01°05’48” West 143.86 feet to the Southerly right-of-way of Torbett Street;

thence North 88°54’12” East along said right-of-way 129.53 feet to the True Point of Beginning.

EXCEPT real property situated in Lots 2 and 3, Block 732, Plat of Richland, according to the plat thereof recorded in Volume 6 and 7 of Plats, records of Benton County, Washington, and being more particularly described as follows.

Commencing at the Southeast corner of said Block 732;

thence North 01°05’48” West along the East line thereof 779.09 feet to the Southerly right-of-way line of Torbett Street;

thence South 88°54’12” West along said right-of-way 410.93 feet;

thence leaving said right-of-way, South 01°05’48” East 378.96 feet;

thence South 88°54’12” West 276.90 feet;

thence North 01°05’48” West, 55.10 feet to the True Point of Beginning;

thence North 88°54’12” East. 49.07 feet;

thence North 01°54’48” West 180.00 feet;

thence South 88°54’12” West, 81.78 feet;

thence South 01°05’48” East, 53.93 feet;

thence North 88°54’12” East 32.72 feet;

thence South 01°05’48” East 126.08 feet to the True Point of Beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Arbor, Emeritus at)

Real property in the City of Rock Hill, County of York, State of South Carolina, described as follows:

ALL THAT CERTAIN PIECE, PARCEL, OR LOT OF LAND, LYING AND BEING IN YORK COUNTY, STATE OF SOUTH CAROLINA, BEING LOCATED AT 1800 INDIA, HOOK ROAD, AND BEING MORE FULLY SHOWN AND DESIGNATED ON PLAT OF PROPERTY SURVEYED FOR SPRING ARBOR ROCK HILL, A VIRGINIA LIMITED PARTNERSHIP, PREPARED BY FISHER-SHERER, INC., DATED SEPTEMBER 16, 1998, LAST REVISED JANUARY 14, 2004, AND RECORDED IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY IN PLAT BOOK C-255 AT PAGE 7, AND HAVING THE FOLLOWING METES AND BOUNDS, TO-WIT:

BEGINNING AT A P.K. NAIL LOCATED AT THE INTERSECTION OF THE CENTERLINES OF THE RIGHTS-OF-WAY OF INDIA HOOK ROAD AND STRATFORD LANE, SAID POINT BEING THE POINT OF COMMENCEMENT (P.O.C.), AND RUNNING THEREFROM N 25°57’08” E FOR A DISTANCE OF 44.51’ TO A 3/4” REBAR THAT IS THE POINT OF BEGINNING (P.O.B); THENCE RUNNING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 30°02’00”W FOR A DISTANCE OF 324.99’ TO A 5/8” PIN SET; THENCE CONTINUING ALONG THE NORTHEASTERN RIGHT-OF-WAY OF INDIA HOOK ROAD N 29°48’15” W FOR A DISTANCE OF 23.50’ TO A 5/8” PIN; THENCE TURNING AND RUNNING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 20.00’, AN ARC DISTANCE OF 31.50’ AND A CHORD BEARING OF N 14°46’38” E AND A CHORD DISTANCE OF 28.34’ TO A 5/8” PIN; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE N 59°58’31” E FOR A DISTANCE OF 27.59’, TO A 5/8” PIN, THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00’, AN ARC DISTANCE OF 32.19’ AND A CHORD BEARING OF N 67°50’33” E AND A CHORD DISTANCE OF 32.10” TO A 5/8” PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE N 75° 14’01” E FOR A DISTANCE OF 163.28” TO A 5/8” PIN SET; THENCE CONTINUING ALONG THE SOUTHERN RIGHT-OF-WAY OF DILWORTH LANE IN A CIRCULAR CURVE TO THE RIGHT, HAVING A RADIUS OF 120.00’, AN ARC DISTANCE OF 157.27’ AND A CHORD BEARING OF S.67°10’57” E AND A CHORD DISTANCE OF 146.26’ TO A 5/8” PIN SET; THENCE TURNING AND RUNNING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., DB 2069 AT PG. 123, S 10°10’01” E FOR A DISTANCE OF 203.73’ TO A 1/2” PIN; THENCE TURNING AND CONTINUING ALONG PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., DB 2069 AT PG. 123 N 59°46’22” E FOR A DISTANCE OF 74.90’ TO A 3/4” REBAR; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLINAS, INC., DB 2069 AT PG. 123, S 30°13’44” E FOR A DISTANCE OF 240.01’ TO A 1/2” PIPE; THENCE TURNING AND CONTINUING WITH PROPERTY OF CORNERSTONE DEVELOPMENT OF THE CAROLIN AS, INC., DB 2069 AT PG. 123, S 59°46’15” W FOR A DISTANCE OF 119.07’ TO A 1/2” REBAR, THENCE TURNING AND RUNNING ALONG THE PROPERTY OF MICHAEL A. BAILEY AND LINDA M. BAILEY N 30°12’48” W FOR A DISTANCE OF 240.04’ TO A 1/2” REBAR, THENCE TURNING AND CONTINUING WITH SAID BAILEY PROPERTY S 59°48’32” W FOR A DISTANCE OF 281.66’ TO THE POINT OF BEGINNING.

TOGETHER WITH AN EASEMENT FOR THE NATURAL FLOW OF ANY ON-PREMISE STORM WATER RUNOFF FROM THE WITHIN DESCRIBED TRACT ONTO THE ADJACENT TRACT FORMERLY OF JOHN J. RAGIN, LOUISA R. DILLS, VICTORIA R. LIDDLE , AND W.S. RAGIN, SUBJECT TO THE CONDITIONS AND AS MORE PARTICULARLY SET FORTH IN THOSE CERTAIN DEEDS RECORDED ON JUNE 14, 1994, AT RECORD BOOK 1029, PAGES 202-208, AND AS MODIFIED BY THE FOLLOWING: AGREEMENT AND MODIFICATION OF EASEMENT BY JOHN J. RAGIN AND LOUISA R. DILLS DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 318; AGREEMENT AND MODIFICATION OF EASEMENT BY W. S. RAGIN DATED DECEMBER 16, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 321; AND AGREEMENT AND MODIFICATION OF EASEMENT BY VICTORIA R. LIDDLE DATED DECEMBER 19, 1994, AND RECORDED DECEMBER 28, 1994, IN RECORD BOOK 1160 AT PAGE 324, IN THE OFFICE OF THE CLERK OF COURT FOR YORK COUNTY, SOUTH CAROLINA.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sunrise Creek Assisted Living and Memory Care Community)

Tracts G1 and G2

Sunrise Creek II Filing No. 2,

County of Montrose,

State of Colorado

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Main Street, Emeritus at)

(Terrace at Bluegrass)

Land in Sumner County, Tennessee, being Lot Nos. 3A and 3B on the Plan of Final Plat of the Resubdivision of Lot No. 3 of Cash Subdivision of record in Plat Book 17, Page 320, in the Register’s Office for Sumner County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.

Being the same property conveyed to BRE/SW Bluegrass Terrace LLC, a Delaware limited liability company, by deed from Stayton SW Assisted Living, L.L.C., an Oregon limited liavility company, recorded in Record Book 3316, page 95, in the Register’s Office for Sumner County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cottages of Albequerque, The)

(The Cottages)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF BERNALILLO, STATE OF NEW MEXICO AND IS DESCRIBED AS FOLLOWS:

Lot numbered Eleven-A (11-A), Tract A, Holiday Park, Unit Eleven (11), Albuquerque, New Mexico, as the same is shown and designated on the plat thereof, filed in the office of the County Clerk of Bernalillo County, New Mexico, on August 23, 1995 in Vol. 95C, folio 320.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Heritage, The)

N. 24° 13’ 17” W. for 133.28’ to a3/4 x 30” rebar; thence N. 6° 16’ 32” W. for 760.35’ to the place of beginning, containing 8.29 acres and being part of that certain 19.52 acre tract owned by The Heritage, Inc. as recorded in said Clerk’s office in Deed Book No. 1234, at page 425.

Said tract or parcel of land has been determined by a survey to be described as follows:

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, and being more particularly described as follows:

Beginning at an iron pin set at the southernmost corner of a certain tract or parcel owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49’ 22” W. for 427.54 feet to an iron pin found; thence N. 59° 35’ 12” W. for 193.01 feet to an iron pin set; thence N. 58° 02’ 00” W. for 392.81 feet to a capped pin found; thence N. 39° 43’ 37” E. for 130.72 feet to a capped pin found; thence N. 03° 11’ 14’ W. for 95.31 feet to a capped pin found southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49’ 26” E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to an iron pin set at a common corner of said Maplewood and Heritage parcel; thence running with four calculated lines as follows: N. 76° 19’ 54” E. for 212.82 feet to a point; thence N. 64° 33’ 31” E. 148.34 feet to a point; thence N. 6° 13’ 05” E. for 124.67 feet to a point; thence S. 90° 00’ 00” W. for 177.21 feet to an iron pin set; thence along the easternmost boundary line of the Heritage, Inc. S. 22° 35’ 23” E. for 834.89 feet to a capped pin found; thence leaving said property line S. 60° 11’ 37” W.561.17 feet to the place of beginning, and containing 16.81 acres, more or less, as shown on a survey and plat prepared by LMS Surveying, LLC dated March 7, 2006.

Together with the easement for ingress to and egress from said tract or parcel of land excepted and reserved by The Heritage, Inc. in a Deed to Maplewood Community, Inc. dated March 25, 1998 and of record in the office of the Clerk of the County Commission of Harrison County, West Virginia, in Deed Book No. 1297, at page 1160.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Heritage, The)

FIRST TRACT

All that certain tract or parcel of land situate near Bridgeport, in Simpson District, Harrison County, West Virginia, as depicted on a plat of survey prepared in August 1999 by Hornor Brothers Engineers of record in the office of the Clerk of the County Commission of Harrison County, West Virginia and incorporated herein by reference, which tract of land is more particularly described as follows:

Beginning at a 3/4” rebar found at the southernmost corner of a certain tract or parcel of land owned by The Heritage, Inc. (Deed Book 1234, Page 425); thence running with five surveyed lines as follows: N. 49° 49’ 22” W. for 427.54 feet to a 3/4” x 30” rebar set with cap; thence N. 59° 35’ 12” W. for 193.01 feet to a 3/4” x30” rebar set with cap; thence N. 58° 02’ 00” W. for 392.81 feet to a 3/4” x 30” rebar set with cap; thence N. 39° 43’ 37” E. for 130.72 feet to a point 3 feet east of a fence post; thence N. 03° 11’ 14” W. for 95.31 feet to a rebar found at the southernmost corner of a certain tract or parcel of land owned by Maplewood Community, Inc. (Deed Book 1297 Page 1160); thence N. 84° 49’ 28” E. for 384.44 feet along a southerly line of the aforementioned Maplewood parcel to a 3/4” rebar found at a common corner of said Maplewood and Heritage parcel; thence S. 24° 13’ 17” E. for 890.25 feet along the westerly line of a certain tract or parcel owned by The Heritage, Inc. to the point of beginning, containing 5.58 acres.

SECOND TRACT

All that certain tract or parcel of land situate in Simpson District, Harrison County, West Virginia, containing 11.23 acres, more or less, and being more particularly described as follows:

Beginning at a point along U.S. Route 50, said point being the northeasternmost corner of the property of The Heritage, Inc.; thence along the easternmost boundary line of The Heritage, Inc. S. 27° 03’ E. 1,337.62 feet to a point; thence leaving said property line S. 55° 44’ W. 561.17 feet to a point; thence N. 28° 39’ W. 1,023.53 feet to a point; thence N. 11° 28’ W. 775.35 feet to a point along U.S. Route 50; thence along U.S. Route 50 S. 74° 15’ E. 507.38 feet to a point, the place of beginning.

Excepting therefrom, that tract of land described below:

TRACT I: Beginning at a 3/4” x 30” rebar at the northernmost corner of that certain 19.52 acre tract owned by The Heritage, Inc.; thence running with the northerly line of said 19.52 acre tract as resurveyed by Hornor Brothers Engineers during June, 1995, S. 69° 47’ 23” E. for 507.38’ to a tract spike at the northeast corner of said 19.52 acre tract; thence running with a portion of the easterly line of said 19.52 acre tract and being a line in common with Grafton Coal Company property as resurveyed, S. 22° 35’ 23” E. for 502.73’ to a point; thence leaving the easterly line of said 19.52 acre tract and running with four calculated lines through said 19.52 acre tract as follows:

S. 90° 00’ 00” W. for 177.21’ to a point thence S. 6° 13’ 05” W. for 124.62’ to a point; thence S. 64° 33’ 31” W. for 148.34’ to a point; thence S. 76° 19’ 54” W. for 212.84’ to a 3/4” x 30” rebar at the southernmost corner of an 8.63 acre parcel owned by United Hospital Center and being on an original westerly line of the aforementioned 19.52 acre tract; thence running with the common lines of said United Hospital Center and The Heritage, Inc. for two lines as resurveyed as follows:

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Oaks, Emeritus at)

Lot 1, Block 2, Vintange Hill First Addition to the City of Wayne, Wayne County, Nebraska; and Lot 20, Block 5, Vintange Hill 2nd Addition to the City of Wayne, Wayne County, Nebraska.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Bellevue Place, Emeritus at)

(Waterford in Bellevue)

Land in Davidson County, Tennessee, being Lot No. 3 on the Plan of Resubdivision of Lots 9 and 10, Bellevue Professional Park of record in Book 9700, page 782, in the Register’s Office for Davidson County, Tennessee, to which Plan reference is hereby made for a more complete description of the property.

Being the same property conveyed to BRE/SW Waterford in Bellevue LLC, by deeds recorded as Instrument Nos. 20100823-0066480, 20100823-0066481 and 20100823-00066482, in the Register’s Office of Davidson County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Willows Assisted Living and Memory Care Community, The)

Being Lot One (1), of the Replat of Lot 1-B of POST OAK CROSSING, an Addition to the City of Sherman, Texas, as shown by Plat of record in Volume 10, Page 13, Plat Records, Grayson County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Cordova, Emeritus at)

Land situated in Shelby County, Tennessee:

Part of the Applingwood Planned Development (P.D. 88-321CC) situated in Shelby County, Tennessee:

Commencing at the tangent intersection of the southwest R.O.W. line of Appling Road (108 foot R.O.W.) with the northwest dedicated R.O.W. line of Dexter Grove Drive (68 foot R.O.W. - not improved); thence South 48 degrees 19 minutes 56 seconds West along said northwest line 17.08 feet to a point of curve; thence Southwestwardly, along said northwest line, along a curve to the left having a radius of 859.00 feet (central angle - 14 degrees 07 minutes 23 seconds, chord bearing - South 41 degrees 16 minutes 18 seconds West, chord distance - 211.20) an are distance of 211.74 feet to a point; thence South 34 degrees 12 minutes 36 seconds West - 56.37 feet to a point in the north line of the Shelby County Conservation Board property (Book 5529 - Page 4, Shelby County Register’s Office - S.C.R.O); thence South 89 degrees 21 minutes 47 seconds West along said north line 4.65 feet to the true Point of Beginning, thence continuing along the north line of said Shelby County property South 89 degrees 21 minutes 47 seconds West - 647.03 feet to a point in the east line of Bridgewater Subdivision (Plat Book 10, Page 50 S.C.R.O.); thence along said east line North 00 degrees 45 minutes 40 seconds West - 47.35 feet to a point being the northeast corner of Lot 100, Bridgewater Subdivision; thence North 00 degrees 29 minutes 24 seconds West - 149.61 feet to a point being the northeast corner of Lot 101, Bridgewater Subdivision; thence North 00 degrees 40 minutes 49 seconds West along said east line 191.60 feet to a point; thence North 90 degrees 00 minutes 00 seconds East - 300.38 feet to a point of curve; thence Northeastwardly along a curve to the left having a radius of 149.94 feet (central angle - 22 minutes 49 minutes 47 seconds; chord bearing - North 78 degrees 35 minutes 07 seconds East; Chord distance - 59.35 feet) an arc distance of 59.74 feet to a point; thence South 36 degrees 39 minutes 53 seconds East - 490.05 feet to the Point of Beginning.

Together with Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FT 4121, as amended by Amended and Restated Reciprocal Maintenance, Ingress and Egress Agreement recorded at Instrument No. FU 6982, both recordings in the Register’s Office of Shelby County, Tennessee.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Woodstock Estates, Emeritus at)

All that tract or parcel of land lying and being in Land Lot 1212 of the 15th District, 2nd Section, Cherokee County, Georgia, and being more particularly described as follows:

To find the true point of beginning, begin at the point of intersection of the West right of way line of Professional Parkway (formerly known as Tucker Road) (a 60' right of way) with the North right of way line of Stockwood Drive (a 50-foot right of way); run thence northerly along the West right of way line of Professional Parkway a distance of 317.74 feet to a point, which is the true place or point of beginning; from said beginning point as thus established, run thence leaving said right of way North 88 degrees 49 minutes 03 seconds West a distance of 514.37 feet to a point; run thence North 26 degrees 01 minutes 17 seconds East a distance of 214.28 feet to a point; run thence North 19 degrees 26 minutes 10 seconds West a distance of 98.56 feet to a point; run thence North 68 degrees 22 minutes 16 seconds East a distance of 99.39 feet to a point; run thence South 89 degrees 17 minutes 36 seconds east a distance of 141.46 feet to a point on the West right of way line of Professional Parkway; run thence South and Southeast along the West right of way line of Professional Parkway, and following the arc of a curve to the left, having a radius of 205.00 feet, and a chord of South 24 degrees 31 minutes 48 seconds East 112.81 feet, an arc distance of 114.28 feet to a point; run along said right of way line South 40 degrees 30 minutes 00 seconds East a distance of 216.68 feet to a point; continue thence southeast along said right of way line, and following the arc of a curve to the right, having a radius of 146.31 feet and a chord bearing South 26 degrees 26 minutes 55 seconds East 71.05 feet, an arc distance of 71.77 feet to a point; which is the true place or point of beginning.

Together with land contained Easement Agreement from Pierce Neese R. Max Stancil and Steven L. Stancil to Kramer Holdings, Inc., dated 12/13/1995, recorded in Deed Book 2256 Page 114, Cherokee County, Georgia Records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(River Road Assisted Living Residence)

Parcel 1:

Lots 12, 13 and 14, FIR DALE, in the City of Keizer, County of Marion and State of Oregon.

Save and except that portion conveyed to Marion County by deed recorded July 3, 1982 in Reel 267, Page 1115.

Parcel 2:

Beginning at a point in the middle of River Road, said point being 3954.93 feet South from the Northeast corner of Donation Land Claim of T. D Keizer, et ux, in Township 7 South, Range 3 West of the Willamette Meridian in Marion County, Oregon, and running thence South 0 “ 50’ East along the center line of said River Road 100 feet; thence South 89 “ 56’ East 230 feet; thence North 0 “ 50’ West parallel to the center line of said River Road 100 feet; thence North 89 “ 56’ West 230 feet to the place of beginning.

Save and except that portion conveyed to Marion County, a political subdivision of the State of Oregon, recorded January 7, 1981 in Reel 237, Page 1675.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Windfield Village Retirement and Residential Care Community)

Parcel 2, PARTITION PLAT NO. 1990-114, in the City of Wilsonville, County of Clackamas and State of Oregon.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

[See attached.]

Exhibit A-3

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

Lease Pool 3

656

Absaroka

2401 Cougar Ave

Cody

WY

HCP SH ELP3 Properties, LLC

46

[***]

46-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

530

Apple Ridge

1640 South Quebec Wy

Denver

CO

HCP SH ELP1 Properties, LLC

66

[***]

66-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

557

Cambridge Place

1104 Sixth Ave N

Great Falls

MT

HCP SH ELP3 Properties, LLC

61

[***]

61-unit independent living and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

633

Carriage Inn

401 Northshore Blvd

Portland

TX

HCP SH ELP3 Properties, LLC

110

[***]

94-unit independent living, 16-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

575

Cedar Ridge

10107 S Garnett Rd

Broken Arrow

OK

HCP SH ELP3 Properties, LLC

62

[***]

5-unit cottage, 45-unit assisted living care, 12-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

590

Century Fields

181 South 5Th St

Lebanon

OR

HCP SH ELP3 Properties, LLC

92

[***]

9-unit cottage, 83-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

552

Champlin Shores

119 Hayden Lake Rd

Champlin

MN

HCP SH ELP3 Properties, LLC

133

[***]

119-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

586

Chestnut Lane

1219 NE 6Th St

Gresham

OR

HCP SH ELP3 Properties, LLC

70

[***]

70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

550

Culpepper Place

2121 New Holt Rd

Paducah

KY

HCP SH ELP3 Properties, LLC

61

[***]

61-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

639

Dry Creek

818 E Mountain View Ave

Ellensburg

WA

HCP SH ELP3 Properties, LLC

75

[***]

5-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2026.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

591

Hillside

300 NW Hillside Parkway

Mcminnville

OR

HCP SH ELP1 Properties, LLC

324

[***]

138-unit independent living, 99-unit cottage, 47-unit assisted living care, 20-unit Alzheimer’s care, 20-unit skilled nursing facility and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

539

Lake Pointe

45 E Walnut St

Hartwell

GA

HCP SH ELP3 Properties, LLC

34

[***]

21-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

609

Laurel Gardens

1938 Mountain Laurel Ct

Florence

SC

HCP Senior Housing Properties Trust

61

[***]

51-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

651

Legacy Gardens

1601 Wheeler Rd

Madison

WI

HCP SH ELP1 Properties, LLC

62

[***]

62-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

625

Medallion

12400 Preston Rd

Dallas

TX

HCP SH ELP3 Properties, LLC

101

[***]

77-unit assisted living care, 24-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

641

Moses Lake

8425 Aspi Blvd

Moses Lake

WA

HCP SH ELP3 Properties, LLC

74

[***]

4-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

533

Mountain Laurel

1177 Hebron Ave

Glastonbury

CT

HCP SH Mountain Laurel, LLC

81

[***]

63-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

548

Northpark Place

2562 Pierce St

Sioux City

IA

HCP SH ELP3 Properties, LLC

106

[***]

48-unit independent living, 58-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

652

Oakridge

5625 Sandpiper Dr

Stevens Point

WI

HCP SH Oakridge, LLC

147

[***]

56-unit independent living, 75-unit assisted living care, 16-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

592

Osprey Court

320 SW Hill Rd

Mcminnville

OR

HCP SH ELP3 Properties, LLC

31

[***]

31-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2026.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

595

Oswego Springs

11552 SW Lesser Rd

Portland

OR

HCP SH ELP3 Properties, LLC

68

[***]

68-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

561

Park Avenue Estates

1811 Ridgeway Dr

Lexington

NE

HCP SH ELP1 Properties, LLC

76

[***]

23-unit independent living, 53-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

596

Park Place OR

8445 SW Hemlock St

Portland

OR

HCP SH ELP1 Properties, LLC

112

[***]

112-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

538

Peachtree Village GA

199 W West Gary Rd

Commerce

GA

HCP SH ELP3 Properties, LLC

54

[***]

12-unit cottage, 27-unit assisted living care, 15-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

629

Plaza on the River

135 Plaza Dr

Kerrville

TX

HCP SH ELP1 Properties, LLC

245

[***]

143-unit independent living, 38-unit assisted living care, 64-unit skilled nursing facility and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

600

Rose Valley

33800 SE Frederick St

Scappoose

OR

HCP SH ELP3 Properties, LLC

64

[***]

64-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

665

Rose Valley Cottages

33800 SW Fredrick St

Scappoose

OR

HCP SH ELP3 Properties, LLC

15

[***]

15-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

566

Sandia Springs

1000 Riverview Dr Se

Rio Rancho

NM

HCP SH ELP3 Properties, LLC

113

[***]

12-unit cottage, 84-unit assisted living care, 17-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

597

Sellwood Landing

8517 SE 17Th Ave

Portland

OR

HCP SH Sellwood Landing, LLC

89

[***]

89-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

640

Spring Estates

7221 NE 182nd St

Kenmore

WA

HCP SH ELP3 Properties, LLC

92

[***]

72-unit assisted living care, 20-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2026.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

670

Spring Meadow Cottages

1357 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

28

[***]

28-unit cottage and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

667

Spring Meadow Retirement

1357 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

122

[***]

122-unit independent living and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

543

Spring Mountain

1790 Powder Springs Rd SW

Marietta

GA

HCP SH ELP3 Properties, LLC

57

[***]

44-unit assisted living care, 13-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

584

Spring Pointe

1400 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

56

[***]

56-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

585

Spring Village

1420 Redwood Cir

Grants Pass

OR

HCP SH ELP3 Properties, LLC

82

[***]

12-unit cottage, 70-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

10 Years and 11 Months

[***]

[***]

545

Stone Mountain

1745 Parke Plaza Cir

Stone Mountain

GA

HCP SH ELP1 Properties, LLC

40

[***]

30-unit assisted living care, 10-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

657

Sugarland Ridge

1551 Sugarland Dr

Sheridan

WY

HCP SH ELP1 Properties, LLC

67

[***]

12-unit cottage, 55-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

541

Sweetwater Springs

1600 Lee Rd

Lithia Springs

GA

HCP SH ELP1 Properties, LLC

54

[***]

36-unit assisted living care, 18-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

546

Terrace at Woodstock

756 Neese Rd

Woodstock

GA

HCP SH ELP3 Properties, LLC

72

[***]

58-unit assisted living care, 14-unit Alzheimer’s care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

468

Villa Del Rey Retirement

2801 N Kentucky Ave

Roswell

NM

HCP SH ELP1 Properties, LLC

131

[***]

131-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2026.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A-3

(List of Pool 3 Facilities, Facility Description and Primary Intended Use, Fixed and Extended Terms, and Initial Annual Allocated Minimum Rent and Allocated Initial Investment)

Stable

Lease Term

Initial Annual Allocated Minimum

Allocated Initial

ID#

Facility Name

Address

City

State

Lessor

Total Units

/ Non- Stable

Primary Intended Use

Initial*

1st Extension

2nd Extension

Rent (in $MM)

Investment (in $MM)

562

Willow Ridge

1500 East 11th St

Mc Cook

NE

HCP SH ELP1 Properties, LLC

91

[***]

57-unit independent living, 34-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

6 Years

[***]

[***]

Total Lease Pool 3 (41 Properties)

3,525

14 Years

10 Years

9 Years

[***]

[***]

Lease Pool 3 Potential Facility**

589

Eldorado Heights

2130 N Eldorado Ave

Klamath Falls

OR

HCP SH Eldorado Heights, LLC

60

[***]

60-unit assisted living care and such other uses necessary or incidental to such use

14 Years

10 Years

9 Years

[***]

[***]

* Initial Term shall commence on October 31, 2012 and expire on September 30, 2026.

** The foregoing facility listed under the heading “Lease Pool 3 Potential Facility” may be acquired by Lessor or an Affiliate of Lessor pursuant to the Purchase Agreement after the Commencement Date.  Such facility shall not constitute a “Facility” or be included in the “Leased Property” unless and until this Lease is amended in accordance with the provisions of Section 45.1.20.3 to include such facility in the “Leased Property”.

Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.

EXHIBIT A

LEGAL DESCRIPTION
(Absaroka, Emeritus at)

Lot 18, Deer Haven Addition to the City of Cody, according to the official plat filed May 6, 2002 in Book G of Plats, at page 81, Park County, Wyoming.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Highline, Emeritus at)

(Apple Ridge)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ARAPAHOE, STATE OF COLORADO, AND IS DESCRIBED AS FOLLOWS:

Parcel A:

Lot 1,

Skyview Village Subdivision Filing No. 2,

County of Arapahoe,

State of Colorado.

Parcel B:

Non-exclusive easement for pedestrian and vehiclular access as set forth and more fully described in that certain Driveway Easement and Maintenance Agreement recorded February 17, 2004 at Reception No. B4028351,

County of Arapahoe,

State of Colorado.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cambridge Place, Emeritus at)

Lots 1, 2, 3, 4, 5, 6 and 7, of Certificate of Survey 3017 filed July 26, 1994, located in Lots 1, 2, 3, 4, 5, 6 and 7, Block 180, GREAT FALLS WATER POWER AND TOWNSITE COMPANY’S FIRST ADDITION to Great Falls, Townsite, Cascade County, Montana.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Carriage Inn, Emeritus at)

Lot One (1), Block Fifteen (15), NORTH SHORE UNIT THREE (3), an Addition to the Town of Portland in San Patricio County, Texas, as shown by map or pint of same recorded under County Clerk’s File No. 343755 Real Property Records of San Patricio County, Texas, and in Envelope A-46, Tube 32-3, Map Records of San Patricio County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Cedar Ridge, Emeritus at)

TRACT 1

Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE II, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.

TRACT 2

Lot One (1), Block One (1), THE VYNE AT CEDAR RIDGE, an Addition to the City of Broken Arrow, Tulsa County, State of Oklahoma, according to the recorded plat thereof.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Century Fields, Emeritus at)

The Land referred to in this policy is described as follows:

Parcel 1 of Partition Plat No. 2004-74, recorded December 29, 2004 in the Record of Partition Plats for Linn County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Champlin Shores Assisted Living)

The West 387.85 feet of the East 520 35 feet of the South 445.5 feet of the Southwest Quarter of the Southwest Quarter of Section 19, and the North 220.5 feet of the South 445 5 feet of the West 113 9 feet of the East 634 25 feet thereof, and the North 33 feet of the South 478 5 feet of the West 341 81 feet of the East 634.25 feet thereof, except the Southerly 33 00 feet for road purposes, Section 19, Township 120, Range 21, Hennepin County, Minnesota.

Abstract Property

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Chestnut Lane Assisted Living Community)

TRACT 1:

Parcel 2, PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.

EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249227,

ALSO EXCEPTING THEREFROM that portion described in Dedication Deed to the public recorded October 17, 2003, as Fee No. 2003-249228.

TRACT 2:

A Private fire land easement over the Westerly portion of Parcel 3 as set forth on PARTITION PLAT NO. 2001-57, in the City of Gresham, County of Multnomah and State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Culpepper Place Assisted Living Community)

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF McCRACKEN, STATE OF KENTUCKY, AND IS DESCRIBED AS FOLLOWS:

Real Property

Legal Description

Real property in the City of Paducah, County of McCracken, State of Kentucky, described as follows:

Being a 5.6197 acre tract, depicted as Tract A, on the Waiver of Subdivision Plat for Paducah Assisted Living, LLC, of record in Plat Section L, Page 1720, in the McCracken County Court Clerk’s Office.

Being in all respects the same property conveyed to BRE/SW CULPEPPER PLACE, LLC, by the following deeds:

1.Deed from SWP’s Culpepper Place, LLC, dated July 27, 2010, of record in Deed Book 1202, page 9, McCracken County Clerk’s Office;

2.Deed from Baxter’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 18, aforesaid clerk’s office;

3.Deed from Evonuk’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 27, aforesaid clerk’s office;

4.Deed from Levine’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 36, aforesaid clerk’s office;

5.Deed from Yudess’ Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 46, aforesaid clerk’s office;

6.Deed from Parrish’s Culpepper Place, LLC, dated August 5, 2010, of record in Deed Book 1202, page 55, aforesaid clerk’s office; and

7.Deed from Stayton SW Assisted Living LLC, et al., by deed dated August 5, 2010, of record in Deed Book 1201, page 742, aforesaid clerk’s office.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Dry Creek Assisted Living Community)

The Land referred to herein below is situated in the County of Kittitas, State of Washington, and is described as follows:

Lot 2, of BETH-EL CHRISTIAN SHORT PLAT, Short Plat No. CSP 82-05, recorded July 26, 1981, in Book B of Short Plats, page 60, under Auditor’s File No. 463030, records of Kittitas County, State of Washington; being a portion of Section 12, Township 17 North, Range 18 East, W.M., in the County of Kittitas, State of Washington.

Tax Parcel No: 17-18-12052-0006 (796636)

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hillside Assisted Living, Terrace at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Assisted Living, Terrace at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Hillside Memory Care, Courtyard at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Memory Care, Courtyard at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community, Garden Cottages at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement Community, Garden Cottages at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Manor at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Manor at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Traditions at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside Retirement, Traditions at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside, Village at)

PARCEL 1: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian, in a portion of the Solomon Beary Donation Land Claim No. 54, Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod in the East line of Lot 1, C.S. 2219, Volume G, Page 85, said iron rod being South 89°39’00” West, 2025.41 feet and North 00°00’37” West, 1873.94 feet from the Northwest corner of the S. F. Stagg Donation Land Claim No. 55; thence South 89°58’26” West, 747.75 feet along the North line of that tract of land described in deed from Kauer, House and Allen to Church of the Nazarene of McMinnville and recorded in Film Volume 167, Page 1448, Yamhill County Deed and Mortgage Records, to an iron rod on the East margin of Hill Road (40 feet from center line) as described in deed to the City of McMinnville and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records; thence North 04°37’13” East, 194.18 feet along said East margin to an iron rod at the beginning of a curve concave to the Southeast and having a radius of 400.00 feet; thence Northeasterly, 364.27 feet along said East line (Chord = North 30°41’48” East, 351.81 feet) to an iron rod; thence North 56°47’08” East, 163.90 feet along said East line to an iron rod in the South margin of Hill Road; thence South 89°16’50” East, 67.01 feet to an iron rod at an angle in said margin; thence North 22°57’59” East, 32.41 feet along said South margin to a point on the North line of Lot 1 of C.S.-2219; thence South 89°17’47” East, 3.13 feet along said North line to the Southwest corner of that certain tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 29°23’07” East, 270.29 feet along the West line of said tract to a 3/4 inch iron pipe; thence continuing North 29°23’07” East, 4.41 feet to the West line of Parcel 2 of that tract of land described in deed to Hillside Manor. Inc., and recorded in Instrument No. 199700837, Deed and Mortgage Records; thence North 00°12’11” East, 28.43 feet to the Northwest corner of said Hillside Manor, Inc. tract; thence South 89°37’47” East, 390.88 feet to the Northeast corner of said Hillside Manor, Inc. tract; thence South 00°44’11” West, 270.37 feet along the East line of said Hillside Manor, Inc. tract to an iron rod on the North line of the Solomon Beary Donation Land Claim No. 54; thence South 89°29’50” East, 560.87 feet along said North line to the Northwest corner of Parcel “A” of that certain tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 138.70 feet along the West line of said Parcel “A”, which is a non-tangent curve concave to the East having a radius of 575.00 feet (chord = South 06°53’34” East, 138.36 feet) to the beginning of a curve concave to the West having a radius of 553.56 feet; thence Southerly, 54.77 feet (chord = South 10°58’07” East, 54.75 feet) along said West line to a point on the East line of Parcel 1 of that tract of land described in deed to Hillside Manor a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence South 00°00’24” East, 156.52 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Film Volume 285, Page 1423, Deed and Mortgage Records; thence Southerly, 54.77 feet along the West line of said Parcel “B” which is a non-tangent curve concave to the West having a radius of 553.56 feet (chord = South 10°57’19” West, 54.75 feet) to the beginning of a curve concave to the East having a radius of 575.00 feet; thence Southerly, 138.46 feet along said West line (chord = South 06°53’29” West, 138.12 feet) to the Northwest corner of Parcel “A” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records; thence Southerly, 176.91 feet along the West line of said Parcel “A” (chord = South 08°49’14” East, 176.21 feet) to a point on the East line of said Parcel 1 of said Hillside Manor tract; thence South 00°00’24” East, 333.49 feet along said East line to the North corner of Parcel “B” of that tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802613, Deed and Mortgage Records, being the beginning of a curve concave to the West and having a radius of 450.00 feet; thence Southerly, 10.81 feet (chord = South 18°18’04” West, 10.81 feet) along the West line of said Parcel “B” to the beginning of a curve concave to the East having a radius of 450.00 feet; thence Southerly, 149.07 feet (chord = South 09°29’57” West, 148.39 feet) along the West line of said Parcel “B”; thence South 00°00’33” West, 24.50 feet along said West line to the Northwest corner of that certain tract of land described in deed to the City of McMinnville and recorded in Instrument No. 199802612, Deed and Mortgage Records; thence South 00°00’24” East, 456.82 feet along the West line of said City of McMinnville tract to the North line of COUNTRY CROSSINGS; thence South 89°40’35” West, 172.09 feet to the Northwest corner of COUNTRY CROSSINGS; thence South 00°00’24” East, 760.00 feet along the West line of COUNTRY CROSSINGS to

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Hillside, Village at)

the North margin of West 2nd Street (30.00 feet from center line); thence South 89°39’00” West, 437.74 feet along said North margin to the Southeast corner of Parcel 2 of Yamhill County Partition Plat No. 1990-14; thence North 00°00’10” West, 311.16 feet to the Northeast corner of said Parcel 2; thence South 89°39’00” West, 140.00 feet to the Northwest corner of said Parcel 2; thence North 00°00’10” West, 905.46 feet along the West line of Parcel 1 of said Partition Plat to the Northwest corner of said Parcel 1 and the Southwest corner of Parcel 1 of that tract of land described in deed to Hillside Manor, a Christian Retirement Center, Inc., and recorded in Film Volume 252, Page 71, Deed and Mortgage Records; thence North 00°00’10” East, 627.47 feet along the West line of said Parcel 1 to the POINT OF BEGINNING.

PARCEL 2: A tract of land in Section 18, Township 4 South, Range 4 West, Willamette Meridian, Yamhill County, Oregon, being part of that tract of land described in deed from Vierra to Mark Smith and recorded in Film Volume 240, Page 511, Yamhill County Deed and Mortgage Records, and being more particularly described as follows:

BEGINNING at the Southeast corner of that tract of land described in deed from Mark Smith to McMinnville School District No. 40, said Southeast corner being on the West margin of Hill Road (30 feet from center line); thence South 89°47’49” East, 30.00 feet to the center line of Hill Road; thence South 00°12’11” West, 514.90 feet along said center line and the Southerly extension of said center line to the Southeast corner of that tract of land described in deed to Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°16’50” West, 555.12 feet along the South line of said Muhs tract (South line of Section 18); thence Northerly, 33.36 feet along a curve concave to the East having a radius of 550.00 feet (chord = North 26°38’16” East, 33.35 feet); thence continuing Northerly, 340.11 feet along said curve (chord = North 46°05’26” East, 334.71 feet) to the beginning of a curve concave to the Northwest having a radius of 450.00 feet; thence Northerly, 361.84 feet along said curve (chord = North 40°46’12” East, 352.17 feet) to the Southerly line of said McMinnville School District No. 40 tract; thence South 63°12’07” East, 45.74 feet to the POINT OF BEGINNING.

SAVE AND EXCEPTING THEREFROM the following described tract of land:

BEGINNING at the Southeast corner of that tract of land described in deed from Fred W. Muhs to Anna K. Muhs and recorded in Book 117, Page 283, Deed Records; thence North 89°11’ West, 133.94 feet to an iron pipe on the edge of the road; thence North 31°46’30” East, 271 feet to an iron pipe on the edge of the road; thence South 02°10’ West, 232.46 feet to the POINT OF BEGINNING.

PARCEL 3: A tract of land in Section 19, Township 4 South, Range 4 West, Willamette Meridian in Yamhill County, Oregon, being more particularly described as follows:

BEGINNING at an iron rod set in CSP-7633 at the Northwest corner of that tract of land described in deed to the City of McMinnville, and recorded in Film Volume 151, Page 2118, Deed and Mortgage Records, being a point on the Southerly margin of Hill Road (30 feet from the centerline); thence North 89°16’50” West, 151.53 feet to the intersection of said Southerly margin with the Easterly margin of Hill Road (30 feet from center line); thence South 04°36’24” West, 146.84 feet along said Easterly margin to an iron rod; thence Northeasterly, 174.59 feet along the Westerly line of said City of McMinnville, which is a non-tangent curve concave to the Southeast and having a radius of 480.00 feet (chord = North 46°21’56” East, 173.63 feet) to an iron rod; thence North 56°47’08” East, 45.00 feet to the POINT OF BEGINNING.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Lake Pointe Assisted Living and Memory Care Community)

All that tract or parcel of land lying, situate and being located in the County of Hart, State of Georgia, and being more particularly described as follows:

BEGINNING at a nail and cap at the intersection of the Southern Right-of-Way of Walnut Street, said nail and cap being the POINT OF BEGINNING; thence as the Right-of-Way of Walnut Street, South 08 degrees 03 minutes 31 seconds East, 175.08 feet to an open top pipe; thence leaving the Right-of-Way of Walnut Street, South 81 degrees 48 minutes 47 seconds West, 5.55 feet to a %4 rebar; thence South 81 degrees 55 minutes 55 seconds West, 221.63 feet to a %4 rebar; thence South 81 degrees 56 minutes 10 seconds West, 159.99 feet to an open top pipe; thence North 08 degrees 03 minutes 20 seconds West, 175.03 feet to an open top pipe on the Southern Right-of-Way of East Johnson Street; thence as the Right-of-Way of East Johnson Street, North 81 degrees 55 minutes 31 seconds East, 387.16 feet to the POINT OF BEGINNING.

Said parcel contains 1.556 acres.

And being the sane property also described as follows:

All that tract or parcel of land, situate, lying and being in the City of Hartwell, 1112th District, G.M., Hart County, Georgia, and particularly described on a Plat entitled “Survey for: Thomas Bailey” by Dean H. Teasley, Surveyor, dated June 13, 1990, recorded at Plat Book 2-D, Page 272, in the Office of the Clerk of Superior Court of Hart County, Georgia, which said Plat is hereby incorporated into this description by reference and made a part hereof and subject lot being bounded now or formerly and generally as follows; Northeasterly by the Right-of-Way of Walnut Street; Southeasterly by land of Ethridge and land of Russell; Southwesterly by property of Powell and Northwesterly by the Right-of-Way of East Johnson Street.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Laurel Gardens, Emeritus at)

All that certain piece, parcel or lot of land lying and being in the County of Florence, State of South Carolina and being more fully shown and designated on a Plat of an ALTA / ASCM Land Title Survey prepared for Florence Gardens, LLC, a Georgia Limited Liability Company, Matrix Florence Holding, LLC a Georgia Limited Liability Company, Colonial Bank, Capstone Capital Corporation and Chicago Title Insurance Company by Engineering Consultants, Inc.” dated May 9, 1997, revised August 21, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 68 at page 482, and having the following metes and bounds, to wit

“Beginning at an iron pin found (5/8 rebar) on the northernmost corner of the property and noted as the point of beginning (POB) located S 17°48 16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Rebar), thence turning and running around a curve to the left with an arc length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along the right of way of Mountain Laurel Court to an iron pin found (5/8” rebar); thence turning and running S 17°48’10”W for a distance of 299 12 feet along the property of the Pee Dee Development Company, LLC to an iron pin found (5/8” rebar); thence continuing S 17°48’10”W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to a calculated point (5/8”); thence turning and running N 85°25’10”W for a distance of 350 98 feet along properties of Hampton and Warner to a calculated point; thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar); thence continuing N 17°48’16”E for a distance of 369 46 feet along property of C. Ed Floyd and Kaye B Floyd to an iron pin found (5/8” rebar) being the point of beginning and containing 2.82 acres”

Also

A permanent exclusive easement appurtenant to the property above described for purposes of construction, installation, maintenance and utilization of signage over and across that certain two hundred (200) square foot area designated as “Sign Easement Area” on that certain Plat prepared for Pee Dee Development Company, LLC by Engineering Consultants, Inc. dated November 20, 1998 and recorded in the office of the Clerk of Court for Florence County in Plat Book 66 at page 138 The servient estate constituting this sign easement area is more particularly described in the aforementioned Plat to which further reference is craved for a more complete and accurate description.

Also, Together With.

Reserving unto the Grantor and Grantee nevertheless, a permanent, non-exclusive easement for purposes of ingress and egress over and across the property described above and appurtenant to the property of the Grantor more particularly described as follows:

All that certain piece, parcel or lot of land, situate, lying and being in the County of Florence, State of South Carolina containing 2.82 acres as know as Tract “A” as shown on that certain Plat prepared for Pee Dee Development Company LLC by Engineering Consultants, Inc. to be dated November 25, 1997 and recorded in the office of the Clerk of Court for Florence County in Plat book 66, page 293-A, more particularly described as follows: Beginning at an iron pin set (5/8” rebar) on the northernmost corner of the property located S 17°18’16”W 510.54 feet from an iron pin found (5/8” rebar) on the right of way of the Pamplico Highway, State Route 51 and running in a clockwise direction S 81°01’16”E for a distance of 272.59 feet along property of Pee Dee Development Company, LLC to an iron pin found (5/8” Rebar), thence turning and running around a curve to the left with an arc length of 92.25 feet, having a radius of 50.00 feet, and a chord of S 47°18’55” E for a distance of 79.71 feet along property of Pee Dee Development Company, LLC described above to an iron pin set (5/8” rebar), thence turning and running S 17°48’10” W for a distance of 299.12 feet along the property of the Pee Dee Development Company, LLC to an iron pin set (5/8” rebar); thence continuing S 17°48’10’’W for a distance of 9.95 feet along the property of Pee Dee Development Company, LLC to an iron pin set (5/8”), thence turning and running N 85°25’10”W for a distance of 350.98 feet along properties of Hampton and Warner to a point; thence turning and running N 17°48’16”E for a distance of 11.61 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (disturbed/reset) (5/8” rebar); thence containing N 17°48’16”E for a distance of 369.46 feet along property of C. Ed Floyd and Kaye B. Floyd to an iron pin found (5/8” rebar) being the point of beginning”

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Legacy Gardens Assisted Living Community)

Lot 2, and a portion of Lot 1, Certified Survey Map 6649, In the City of Madison, Dane County, Wisconsin, described as follows: Beginning at the most Westerly corner of said Certified Survey Map 6649; thence North 42°03’46” East, 289.35 feet to the most Westerly corner of Lot 2 of said Certified Survey Map 6649; thence South 47° 56’14” East, 213.00 feet; thence South 42° 03’46” West, 289.35 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.  All part of Certified Survey Map 6649, recorded in Vol. 32 of Certified Survey Maps, page 335, as #2321134.

Also more particularly described as follows:

Beginning at the Westerly most corner of said Lot 1; thence North 42° 03’46” East, 497.59 feet; thence 75.05 feet along the arc of a curve to the left having a radius of 605.90 feet and a long chord subtended bearing South 78° 19’35” East, 75.01 feet; thence South 18° 43’12” East, 169.92 feet; thence South 42° 03’46” West, 452.59 feet; thence North 47° 56’14” West, 213.00 feet to the point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Preston, Emeritus at)

(Medallion)

BEING Lot 7, Block A/7451, of PRESTON-TURNER WAY ADDITION, an Addition to the City of Dallas, Dallas County, Texas, according to the Plat thereof recorded in Volume 94204, Page 5495, of the Plat Records of Dallas County, Texas, and being more particularly described by metes and bounds as follows:

BEING a tract of land situated in the Thomas Dykes Survey, Abstract No. 405, Dallas County, Texas, and being part of the City of Dallas Block No. 7451 and being more particularly described as follows:

BEGINNING at a 1/2 inch iron rod set at the intersection of the East line of Preston Road and the South line of Turner Way,

THENCE North 89 degrees 34 minutes 00 seconds East, along said South line, 325.05 feet to a 3/8 inch iron rod found for corner;

THENCE South 00 degrees 06 minutes 36 seconds West, 408.38 feet to a 3/8 inch iron rod for corner and the North line of Churchill Way;

THENCE South 89 degrees 08 minutes 37 seconds West, along said North line, 225.00 feet to a 1/2 inch iron rod set for corner;

THENCE North 48 degrees 08 minutes 11 seconds West, continuing along the street Right-of-Way 1.68 feet to a 1/2 inch iron rod set for corner;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Preston, Emeritus at)

(Medallion)

THENCE South 88 degrees 51 minutes 45 seconds West, continuing along the North line of Churchill Way, 38 72 feet to a 1/2 inch iron rod set for corner;

THENCE in a Northwesterly direction continuing along the street Right-of-Way with a curve to the right, said curve having a central angle of 91 degrees 31 minutes 08 seconds and a radius of 60.00 feet, an arc distance of 95.84 feet to a 318 inch iron rod found for corner;

THENCE North 00 degrees 18 minutes 47 seconds East, along the East line of Preston Road, 348.58 feet to the PLACE OF BEGINNING and containing 3.042 acres (132,513.148 sq ft.) of land, more or less.

NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Moses Lake Assisted Living Community)

Lots 1 through 6, Sun Basin Planned Unit Development Major Plat, according to the plat thereof recorded in Volume 26 of Plats, pages 85 through 67, records of Grant County, Washington.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Mountain Laurel Senior Living Community)

4.   The Land referred to in this policy is described as follows:

Address:	1175 & 1177 Hebron Ave. (Units 2 & 3)
City/Town:	Glastonbury
County:	Hartford
State:	CT
Unit Nos.:	2 and 3
CIC:	Glastonbury Health Care Center

All those certain pieces or parcels of land, together with any improvements thereon, located in the Town of Glastonbury, County of Glastonbury and State of Connecticut, consisting of Units Two and Three of Glastonbury Health Care Center, a Condominium, together with an undivided interest in the common elements being more particularly designated and described in that certain Declaration of Condominium dated as of June 30, 1997 and recorded in Volume 1095 at Page 39 of the Glastonbury Land Records; as amended by that certain First Amendment dated June 23, 1999 and recorded in Volume 1278 at Page 58 of the said Land Records; as further amended by that certain Second Amendment dated July 12, 2000 and recorded in Volume 1362 at Page 277 of the said Land Records.

Together with the easements set forth in said Declaration, as amended.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Northpark Place, Emeritus at)

Lots 1 to 12, inclusive, in Block 3, and the vacated North/South alley located in Block 3, Higman’s Pierce St Addition to Sioux City, in the County of Woodbury and State of Iowa

Parcel Number 251415/GIS No. 8947 21 133 001

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oakridge Senior Living Community)

Lot 2 of Portage County Certified Survey Map No. 7458-27-138, as recorded in Volume 27 of Surveys, page 138, being part of CSM 7080, all of Outlot 2, CSM 7108, all of CSM 7238, being part of the SW 1/4 of the SW 1/4 of Section 25, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin,

AND

Lot 2 of Portage County Certified Survey Map No. 7294-26-224, as recorded in Volume 26 of Surveys, page 224, being all of Lots 1 and 2, Parkdale Subdivision, being part of CSM 7102, part of the NW 1/4 of the NW 1/4 of Section 36, Township 24 North, Range 8 East, City of Stevens Point, Portage County, Wisconsin.

FOR INFORMATIONAL PURPOSES ONLY:

Tax Key No.: 281-24-0825330008

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Osprey Court Memory Care Community)

Parcel 3, PARTITION PLAT NO. 2000-32, recorded August 3, 2000, as Instrument No. 200011059, Records of Partition Plats, in the City of McMinnville, County of Yamhill and State of Oregon.

TOGETHER WITH an easement for access over Parcel 1 of said partition, as shown thereon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Oswego Springs Assisted Living Facility)

PARCEL I:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:

BEGINNING at the Southwest corner of East half of this Northwest quarter of said Section 31, said point being in the center line of County Road No. 980 (Lesser Road); thence Northerly along the center line of said County Road to an intersection with the South line of County Road No. 1050 (Capitol Highway); thence South 89°15 East, along the South line of said County Road, 86.61 feet; thence continuing along the South side of said road, 116.01 feet on a curve to the left having a radius of 317.78 feet; thence South 0°36’ West, 814.51 feet to a point in the South line of said East half of the Northwest quarter of said Section 31; thence North 89°24’ West, 441.12 feet to point of beginning.

EXCEPTING THEREFROM a tract in the Northeast corner thereof conveyed to George H. Johnson and wife by that certain instrument recorded March 17, 1939 in Book 488, Page 36, P.S. Deed Records of said County and State, which excepted that portion described as follows:

BEGINNING at a point on the Southerly line of Capitol Highway (County Road No. 1050) which is South 89°24’ East, 441.12 feet and North 0°36’ East, 814.31 feet from the Southwest corner of the East one-half of the Northwest one-quarter of said Section 31; thence South 0°36’ West, 120 feet; thence North 89°24’ West, 87.08 feet; thence North 0°36’ East, 100.36 feet to the Southerly line of Capitol Highway; thence Easterly along said line 89.70 feet to the place of beginning.

FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.

PARCEL II:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:

BEGINNING at a point on the half-section line East and West through said Section 31, South 89°24’ East, 441.12 feet from the Southwest corner of the East half of the Northwest quarter of said Section 31; thence South 89°24’ East, 310 feet; thence North 0°36’ East, 538.41 feet; thence North 89°24’ West, 310 feet; thence South 0°36’ West, 538.41 feet to the place of beginning.

EXCEPTING THEREFROM the following portion of land from the above described Parcels 1 and II, described as follows:

A tract of land in Section 31, Township 1 South, Range 1 East of the Willamette Meridian, in the County of Multnomah and State of Oregon, described as follows:

The South 400 feet of a tract of land:

BEGINNING at the Southwest corner of the East one-half of the Southwest one-quarter in centerline of Southwest Lesser Road; thence South 89°24’ East, along the East-West centerline of said Section 31, 751.12 feet to the Southeast corner of that certain tract conveyed to Gerald W. Crow and Carol L. Crow, husband and wife, by Deed recorded August 17, 1961 in Multnomah County Deed Book 2076, Page 465; thence North 0°36’ East, along the East line of said Crow Tract 538.41 feet to a Northeast corner thereof; thence North 89°24’ West, along the North line of said Crow Tract and the Westerly extension thereof to an intersection with the centerline of S.W. Lesser Road; thence Southerly along the centerline of S.W. Lesser Road to the point of beginning.

FURTHER EXCEPTING THEREFROM that portion as described in Deed For Right-of-Way Purposes to City of Portland, a municipal corporation of the State of Oregon, recorde February 23, 2004 as Fee No. 2004-028081.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Avenue Estates Senior Living Community)

Lots 1, 2 and 3, Block 1, in Paulsen’s First Addition to the City of Lexington, Dawson County, Nebraska.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Place, Emeritus at)

PARCEL I:

A tract of land in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at the one-quarter corner between said sections; thence South along the line between said sections 1150.61 feet; thence East at 90° to said section line 308.72 feet to a 5/8 inch iron rod at the Northeast corner of that tract conveyed to Helmer Mork, et us, in Book 407, page 140, Records of Washington County and the point of beginning of the tract herein to be described; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 307.32 feet; thence North 72°44’25” West 169.00 feet to the Easterly line of the Oregon Electric Railway Company right of way; thence along said Easterly line North 17°15’35” East, 334.00 feet to a 5/8 inch iron rod; thence North 89°48’09” East 366.43 feet to the point of beginning.

PARCEL II:

A perpetual easement for ingress and egress as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a strip of land being 31.00 feet in width and the center line being described as follows:

A tract of land in Section 25, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at the one-quarter corner between said Sections 25 and 26; thence South along the line between said sections, 1,150.61 feet; the East at 90° to said section line 308.72 feet to a 5/8 inch iron rod; thence South 0°02’18” West 327.27 feet; thence North 89°59’12” West 100.00 feet; thence South 0°02’18” West 300.00 feet; thence North 89°59’12” West 35.00 feet; thence North 33°17’49” West 155.65 feet to the said center line of the 31.00 foot wide strip herein to be described (the beginning of the Westerly right of way of said 31.00 foot wide strip bears North 33°17’49” West 18.50 feet from said center line and the beginning of the Easterly right of way of said 31.00 foot wide strip bears South 33°17’49” East 18.50 feet from said center line); thence South 23°36’00” West 30.85 feet to a point of curve to the left; thence along said curve having a radius of 55.50 feet and a central angle of 74°10’00” a length of 71.84 feet, said curve subtended by a chord which bears South 13°29’01” East, 66.93 feet; thence South 50°34’00” East 86.00 feet to a point of curve to the right; thence along said curve having a radius of 55.50 feet and a central angle of 90°00’00” a length of 87.18 feet; thence South 39°26’00’ West to the Northeasterly right of way line of SW Hemlock Street and the terminus of said strip.

PARCEL III:

An “Emergency Exit Easement” as granted in deed recorded June 29, 1984, Recorder’s No. 84025405 for ingress and egress over the following described property:

A tract of land being 31.00 feet in width in Sections 25 and 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows:

Commencing at a 1/2-inch iron pipe being at the Southwest corner of Tract X-2, and being on the Easterly line of the Oregon Electric Railway Company as shown an the Minor Partition Map dated May 9, 1984 by Chase, Jones & Associates, Inc., said point also being the Southwest corner of that tract conveyed to Helmer A. Mork and Maude M. Mork in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to a point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point being on the proposed Northerly right of way line of SW Hall Boulevard; thence parallel and 40.00 feet from said center line along said proposed Northerly line, South 60°53’21” East 62.84 feet to a point of curve to the right; thence continuing along said proposed Northerly line along said curve having a radius of 326.48 feet and a central angle of 31°01’58”, a distance of 176.83 feet to a point of reverse curve, said 326.48 foot radius curve subtended by a chord which bears South 45°22’28” East; thence leaving said proposed Northerly line along a curve to the left having a radius of 40.00 feet and a central angle of 7°32’49”, a distance of 5.27 feet to the

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Park Place, Emeritus at)

true point of beginning of the tract herein to be described; thence continuing along said curve to the left a distance of 31.44 feet, said curve subtended by a chord which bears South 59°55’02” East 30.63 feet; thence North 32°51’45” East 124.22 feet to a point of non-tangent curve on the Southerly line of a 31 foot wide perpetual easement; thence along said Southerly line on a curve to the right having a radius of 71.00 feet and a central angle of 46°57’22” a distance of 58.19 feet to a point of tangency along said Southerly line, said curve subtended by a chord which bears North 0°07’18” East 56.57 feet; thence South 32°51’45” West 173.29 feet to the true point of beginning.

PARCEL IV:

A utility easement as granted in deed recorded June 29, 1984, Recorder’s No. 84025405, over a tract of land being 6.00 feet in width and located in the Southeast one-quarter of Section 26, Township 1 South, Range 1 West of the Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described at follows:

Commencing at a 1/2 inch iron pipe being at the Southwest corner of Tract X-2 and being on the Easterly line of the Oregon Electric Railway Company, said point also being on the Southwest corner of that tract conveyed to Helmer A. Mork and Maude M. Mork, in Deed Book 407, page 140, Washington County Deed Records; thence along the Easterly line of the Oregon Electric Railway Company, North 17°15’35” East 9.29 feet to the tree point of beginning, said point being 40.00 feet, when measured at right angles, from the center line of SW Hall Boulevard, said point also being on the proposed Northerly right of way line of SW Hall Boulevard; thence continuing North 17°15’35” East along the Easterly line of the Oregon Electric Railway Company, 195.70 feet to a 5/8 inch iron rod at the Northwest corner of Tract X-2; thence along the Northerly line of Tract X-2, South 72°44’25” East 6.00 feet; thence South 17°15’35” West, parallel with he Easterly line of the Oregon Electric Railway Company, 196.96 feet to said proposed Northerly right of way line; thence along said proposed Northerly line North 60°53’21” West 6.13 feet to the true point of beginning.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Peachtree Village Senior Living Community)

The land situated in the City of Commerce, County of Jackson, State of Georgia and described as follows:

BEGINNING AT THE INTERSECTION OF THE WESTERN RIGHT-OF-WAY OF U.S. HWY. 441 (R/W VARIES) AND THE SOUTHERN RIGHT-OF-WAY (60° EASEMENT) OF W.W. GARY ROAD, THENCE RUNNING ALONG SOUTHERN RIGHT-OF-WAY SOUTH 66° 51’ 45” WEST A DISTANCE 740.15 FEET TO AN IRON PIN FOUND ON THE SOUTHERN RIGHT-OF-WAY OF W.W. GARY ROAD BEING THE TRUE POINT OF BEGINNING, THENCE LEAVING SAID RIGHT-OF-WAY RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 200.00 FEET TO AN IRON PIN FOUND. THENCE RUNNING SOUTH 26° 29’ 55” EAST A DISTANCE OF 400.00 FEET TO AN IRON PIN FOUND, THENCE RUNNING NORTH 00° 59’ 40” WEST A DISTANCE OF 538.79 FEET TO A GRANITE MONUMENT, THENCE RUNNING NORTH 23° 8’ 15” WEST, A DISTANCE OF 312.32 FEET TO AN IRON PIN FOUND, THENCE RUNNING NORTH 66° 51’ 45” EAST A DISTANCE OF 421.03 FEET TO AN IRON PIN FOUND BEING THE TRUE POINT OF BEGINNING.

TOGETHER WITH ANY AND ALL APPURTENANT EASEMENTS BENEFITING THE ABOVE PROPERTY, INCLUDING, PUT NOT LIMITED TO, THAT CERTAIN AMENDED AND RESTATED EASEMENT AGREEMENT BY AND BETWEEN KEN-TONY, LLC AND PEACHTREE PLANTATION, LLC DATED AS OF MAY 7, 2004 RECORDED IN DEED BOOK 34-R, PAGE 428, JACKSON COUNTY, GEORGIA RECORDS AND THAT CERTAIN EASEMENT AGREEMENT FROM TIMOTHY T. GARY TO PEACHTREE PLANTATION, LLC. DATED AS OF OCTOBER 1, 1990, RECORDED IN DEED BOOK 18-49, PAGE 710, AFORESAID RECORDS.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Plaza on the River, Emeritus at)

Tract One: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 1, Block 1, Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 6, Plat Records of Kerr County, Texas.

Tract Two: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 2, Block 1 Kerrville Lakeside Apartments Section Two, a subdivision of Kerr County, Texas, according to the plat of said subdivision recorded in Volume 6, Page 280, Plat Records of Kerr County, Texas; said plat being a replat of plat recorded in Volume 6, Page 145, Plat Records of Kerr County, Texas.

Tract Three: All that certain tract or parcel of land, lying and being situated in the County of Kerr, State of Texas, and being Lot 11, Edwards Addition, a subdivision of Kerr County. Texas, according to the plat of said subdivision recorded in Volume 4, Page 26, Plat Records of Kerr County, Texas.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Valley Assisted Living Community)

Parcel 2 of Partition Plat 2004-28, recorded November 16, 2004, Fee No. 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 1 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Rose Valley Assisted Living Community and Cottages)

Parcel 1 of Partition Plat 2004-28, recorded November 16, 2004 as Fee Number 2004-014428, in Columbia County, Oregon. Together with an easement for access over Parcel 2 of Partition Plat 2004-028, as created in instrument recorded November 16, 2004, Fee Number 2004-014429, Records of Columbia County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sandia Springs Senior Living)

PARCEL 1

Lot 6A, of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the plat filed in the office of the County Clerk of Sandoval County, New Mexico, on November 14, 1996 in Vol. 3, folio 1549-B.

PARCEL 2

Lot 7A of Corrales South, as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol. 3, folio 1602-A, (Rio Rancho Estates plat Book No. 10, page 22.

PARCEL 3

A Non exclusive easement for the benefit of Lot 6A of Riverview Village, City of Rio Rancho, Town of Alameda Grant, Sandoval County, New Mexico, as the same is shown and designated on the Plat filed in the office of the County Clerk of Sandoval County, New Mexico, on November 14, 1996, in Vol. 3, folio 1549-B, and Lot 7A of Corrales South as the same is shown and designated on the summary plat of Lots 6B, 7A and 7B, of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio 1602-A (Rio Rancho Estates Plat Book No. 10, page 22), Said easement is shown and designated as an Access Easement, Drainage Easement and Public Utility Easement, traversing the northwest portion of Lot 6B on the Summary Plat of Corrales South, filed in the office of the County Clerk of Sandoval County, New Mexico, on April 23, 1997 in Vol 3, folio1602-A, and amended by

that Amendment to Easement recorded June 13, 1997 in Book 400, page 42535, as document no. 12363, records of Sandoval County, New Mexico.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sellwood, Emeritus at)

Lots 1, 2, 5, 6, 7, 8, 16, 17 and 18, Block 80, SELLWOOD, in the City of Portland, County of Multnomah and State of Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Estates, Emeritus at)

7221 NORTHEAST 182ND STREET,

KENMORE, WASHINGTON 98028

TAX NO. 011410-0545

PARCEL A:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY,WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING ON THE EAST LINE OF SAID LOT AT A POINT 80.00 FEET SOUTH OF THE NORTHEAST CORNER THEREOF;

THENCE NORTH 75°27’30” WEST PARALLEL WITH THE NORTHERLY LINE OF SAID LOT TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;

THENCE SOUTH 2°39’50” WEST 103.19 FEET;

THENCE SOUTH 75°27’30” EAST TO THE EAST LINE OF SAID LOT AT A POINT 80.00FEET NORTH OF THE SOUTHEAST CORNER THEREOF;

THENCE NORTH 103.19 FEET TO THE POINT OF BEGINNING.

PARCEL B:

THE SOUTHERLY 80 FEET OF LOT 8, AS MEASURED ALONG THE EASTERLY LINE IN BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON;

EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 8; AND

RUNNING THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID LOT, 80 FEET;

THENCE SOUTH 75°27’30” EAST PARALLEL WITH THE SOUTHERLY LINE OF SAID LOT, 3.799 FEET;

THENCE SOUTH 2°39’50” WEST TO THE POINT OF BEGINNING.

PARCEL C:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE (S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS:

BEGINNING ON THE NORTHERLY LINE OF SAID LOT AT A POINT 12.50 FEET SOUTHEASTERLY ON THE NORTHWEST CORNER THEREOF;

THENCE SOUTH 75°27’30” EAST 173.46 FEET TO THE NORTHEAST CORNER OF SAID LOT; THENCE SOUTHERLY ON THE EASTERLY LINE OF SAID LOT 80 FEET;

THENCE PARALLEL WITH THE NORTHERLY LINE OF SAID LOT NORTH 75°27’30” WEST TO AN INTERSECTION WITH A LINE EXTENDED NORTH 2°39’50” EAST FROM THE SOUTHWEST CORNER OF SAID LOT;

THENCE NORTH 2°39’50” EAST TO THE POINT OF BEGINNING;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Estates, Emeritus at)

EXCEPT THE FOLLOWING DESCRIBED PORTION:

BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNING THENCE NORTHERLY ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;

THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;

THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE POINT OF BEGINNING;

THENCE SOUTH 75°27’30” EAST 87.69 FEET, MORE OR LESS, TO THE POINT OF BEGINNING.

PARCEL D:

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS;

BEGINNING ON THE EASTERLY LINE OF SAID LOT AT A POINT DISTANT 80 FEET SOUTHERLY FROM THE NORTHEAST CORNER THEREOF AND RUNNINGTHENCE NORTHERLY, ALONG SAID EASTERLY LINE, TO SAID NORTHEAST CORNER;

THENCE NORTH 75°27’30” WEST, ALONG THE NORTHERLY LINE OF SAID LOT, A DISTANCE OF 67.6 FEET;

THENCE SOUTH 14°32’30” WEST 77.43 FEET, MORE OR LESS, TO A POINT WHICH BEARS NORTH 75°27’30” WEST FROM THE TRUE POINT OF BEGINNING;

THENCE SOUTH 75°27’30” EAST 87.69 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING;

EXCEPT THAT PORTION THEREOF CONVEYED TO KING COUNTY FOR ROAD BY DEED RECORDED UNDER RECORDING NUMBER 8204020627.

PARCEL E:

WEST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON; AND

EAST HALF OF THE EAST HALF OF LOT 7, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE 4, IN KING COUNTY, WASHINGTON; AND

THAT PORTION OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF PLATS, PAGE(S) 4, IN KING COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS;

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Estates, Emeritus at)

BEGINNING AT THE SOUTHWEST CORNER OF LOT 8, BLOCK 11, ALDERWOOD MANOR NO. 14;THENCE ALONG THE WEST LINE OF SAID LOT 8, NORTH 263.19 FEET;

THENCE ALONG THE NORTHERLY LINE OF SAID LOT 8, SOUTH 75°27’30” EAST 12.50 FEET;

THENCE SOUTH 2°39’50” WEST 260.33 FEET TO THE POINT OF BEGINNING.

BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

THAT PORTION OF LOTS 7 AND 8, BLOCK 11, ALDERWOOD MANOR NO. 14, ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 26 OF FLATS, PAGE 4, IN KING COUNTY, WASHINGTON, BEING AS FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 8 AS SAID CORNER IS SHOWN ON THAT BOUNDARY SURVEY FOR FOREST PARK REALTY RECORDED AUGUST 8, 1986 IN VOLUME 50 OF SURVEYS, PAGE 247, RECORDS OF KING COUNTY WASHINGTON;

THENCE ALONG THE EAST LINE OF LOT 8 NORTH 00°00’00” WEST 243.78 FEET TO SOUTH CORNER OF THAT CERTAIN PARCEL OF LAND CONVEYED TO KING COUNTY IN THAT CERTAIN WARRANTY DEED RECORDED APRIL 2, 1982 AS INSTRUMENT NUMBER 8204020627;

THENCE ALONG SAID LANDS OF KING COUNTY, NORTHWESTERLY ALONG A TANGENT CURVE TO THE LEFT, WITH A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 75°26’09”, AN ARC LENGTH OF 32.92 FEET TO THE NORTHERLY LINE OF SAID LOT 8;

THENCE ALONG THE NORTHERLY LINES OF SAID LOTS 8 AND 7 NORTH 75°26’09” WEST 259.68 FEET TO THE WEST LINE OF THE EAST HALF SAID LOT 7;

THENCE ALONG SAID WEST LINE, SOUTH 00°00’10” WEST 263.15 FEET TO THE SOUTHERLY LINE OF SAID LOT 7;

THENCE ALONG THE SOUTHERLY LINES OF SAID LOTS 7 AND 8 SOUTH 75°26’39” EAST 279.02 FEET TO SAID POINT OF BEGINNING OF THIS DESCRIPTION.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Spring Meadow Cottages, Emeritus at)

A Parcel of land situated in Lot 6, Section 24, Township 36 South, Range 6 West of the Willamette Meridian, Josephine County, Oregon, described as follows. Commencing at the Southeast corner of said Lot 6; thence North along the East line of said Lot 6, a distance of 49.82 feet to a point in the centerline of Redwood Avenue, said point purported to be the Southeast corner of said Government Lot 6 as designated on Survey 121-53, said point being the point of beginning; thence continue North along the East line of said Lot 6, a distance of 512.4 feet; thence West 340 feet; thence South 512.4 feet; thence East along said South line of Lot 6, as referred to above, 340 feet to the point of beginning EXCEPTING THEREFROM that portion conveyed to Josephine County by instrument recorded February 14, 1969 in Volume 258, Page 41, Josephine County Deed Records. ALSO EXCEPTING THEREFROM that portion conveyed to the City of Grants Pass by instrument recorded May 6, 2005 as Instrument No. 2005-010272, Josephine County Deed Records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(The Springs, Emeritus at)

(Spring Meadow)

Parcel 3 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon. EXCEPTING THEREFROM that portion conveyed in Dedication of Street Right-of-Way, to the City of Grants Pass recorded February 6, 2008, Instrument No. 2008-002089, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Mountain, Emeritus at)

All That Tract Of Parcel of land lying and being in Land Lots 413, 414, and 476 of the 19th District, Second Section of Cobb County, Georgia and being more particular described as follows:

BEGINNING at a 1/2” steel reinforcing rod that marks the southeast corner of Land Lot 414, said point being the common corner to Land Lots 413, 414, 475 and 476 and running thence North 88 degrees 01 minutes 15 seconds west a distance of 545.05 feet to a 1/2” reinforcing rod; run thence north 02 degrees 01 minutes 11 seconds east a distance of 279.64 feel; run thence south 88 degrees 03 minutes 01 seconds east a distance of 350.00 feet; run thence south 01 degrees 56 minutes 59 seconds west a distance of 35 feet to a point; run thence south 88 degrees 03 minutes 01 seconds east a distance of 199.30 feet to a point on the east land lot line of Land Lot 414; run thence south 02 degrees 53 minutes 42 seconds west a distance of 89.42 feet to an axle; run thence south 67 degrees 18 minutes 07 seconds east a distance of 148.40 feet to a point on the northwest right of way line of Powder Springs Road; run thence south 22 degrees 39 minutes 38 seconds west along the northwest right of way line of Powder Springs Road a distance of 417.09 feet to a point; run thence north 03 degrees 04 minutes 11 seconds east along the east land lot line of Land Lot 475 a distance of 287.26 feet to the point of beginning, being shown as 4.06743 acres on plat of survey for American ElderServe, Inc. by The Crusselle Company, George Willis Crusselle, GRLS #1373, which plat is incorporated herein by reference.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Pointe, Emeritus at)

Parcel 1 of PARTITION PLAT NO. 2000-009, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Spring Village, Emeritus at)

Parcel 2 of Partition Plat No. 2000-009, Josephine County, Oregon.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Stone Mountain Estates Assisted Living and Memory Care Community)

A parcel of land lying and being Part of Tract No. 1, Subdivision Exemption Plat for Plantation South of Stone Mountain, as recorded in Plat Book 63, page 92, of the public records of Gwinnet County, Georgia, also being part of Land Lot 61 of the 6th District of said county, and being more particularly described as follows:

COMMENCING at the intersection of the southeasterly right of way line of East Park Place Boulevard, a 100 foot right of way, with the southwesterly right of way line of Park Plaza Circle, a right of way of varied width; thence, on said southwesterly right of way line, north 87 degrees 23 minutes 52 seconds east, 27.68 feet to an angle point; thence continuing on said southwesterly right of way line, south 46 degrees 24 minutes 00 seconds east, 109.41 feet to an angle point; thence, continuing along said southwesterly right of way line, south 52 degrees 13 minutes 18 seconds east, 67.96 feet to a point of curvature; thence, continuing on said right of way line, around and along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 54 degrees 12 minutes 03 seconds, an are distance of 163.88 feet (south 79 degrees 39 minutes 20 seconds east, 157.84 feet, chord bearing and distance) to a point on said curve and the Point of Beginning; thence, continuing on said right of way line, around and along a curve to the left, said curve having a radius of 173.24 feet and a central angle of 11 degrees 34 minutes 39 seconds, an are distance of 35.01 feet (north 67 degrees 47 minutes 19 seconds east, 34.95 feet, chord bearing and distance) to a point of tangency; thence continuing on said right of way line, north 62 degrees 00 minutes 00 seconds east, 164.75 feet; thence south 14 degrees 00 minutes 00 seconds east, 268.52 feet; thence south 11 degrees 05 minutes 13 seconds west, 200.19 feet; thence north 64 degrees 00 minutes 30 seconds west, 240.73 feet; thence north 02 degrees 39 minutes 16 seconds east, 261.22 feet to the point of beginning. Said parcel being 1.877 acres (81,762.12 square feet) in area as shown on ALTA/ACSM Land Title Survey certified to ARCHON Financial L.P., Goldman Sachs Mortgage Company, a New York limited partnership, A98 Senior L.L.C., A99 Senior L.L.C., Atria Communities, Inc., Lawyers Title Insurance Company, Chicago Title Insurance Company and Bock & Clark, made by Bock & Clark’s National Surveyors Network, bearing the seal of Carl S. Courson, GA. R.L.S. No. 2272, of Perrett and Associates, Inc., dated October 6, 1998, last revised December 9, 1998.

TOGETHER WITH rights acquired by virtue of Slope Easement as set forth in Warranty Deed from Mountain East commence Park, Inc., successor by name change to 78 Properties, Inc., to Columbia Properties, Inc., a Georgia corporation, dated October 13, 1982, recorded in Deed Book 2456, page 385, aforesaid records; as affected by Agreement Regarding Slope and Access Easements and Encroachments by and between Phoenix Home Life Mutual Insurance Company, and DeKalb Regional Healthcare System, Inc., and Richard K. Taylor, dated and filed October 13, 1982, recorded in Deed Book 10205, page 54, aforesaid records

Together with easement rights contained in Signage Easement Agreement by and between Richard K. Taylor and Plantation South at Stone Mountain Partnership dated 7/25/1994, recorded in Deed Book 10542, Page 117, aforesaid records.

Together with easement rights contained in Storm Water Drainage Easement Agreement by and between Richport Properties, Inc. and Richard K. Taylor dated 2/9/1994, recorded in Deed Book 10027, Page 122, aforesaid records.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Sugarland Ridge, Emeritus at)

Lot 4, 5 and 6, Block 2 of the Replat of Sugarland South Subdivision, Sheridan County, Wyoming, as recorded in Book 1 of Plats, page 321.

LEGAL DESCRIPTION
GA-541-Sweetwater Springs

All that tract or parcel of land lying and being in Land Lot 761 and 806 of the 18th District and 2nd Section of Douglas Country, Georgia, containing 4.61 acres of 200,835 square feet and being more particularly described as follows:

Beginning at an iron pin set at the intersection of the north land lot line of Land Lot 806 with the east right of way of Lee Road (100 foot right of way) per document recorded in Deed Book 972, Page 544, Douglas County Records;

thence running north along the east right of way of Lee Road North 03 degrees 58 minutes 25 seconds East 299.69 feet to an iron pin found;

thence running South 89 degrees 12 minutes 58 seconds East 642.96 feet to an iron pin found;

thence running South 00 degrees 22 minutes 24 seconds West 300.00 feet to a ½ inch rebar found on the north land lot line of Land Lot 806, the same being the south land lot line of Land Lot 761 of said district and section and said iron pin being located 477.67 feet west of the northeast corner of Land Lot 806 as measured along the north land lot line of Land Lot 806;

thence running North 89 degrees 05 minutes 26 seconds West along the north land lot line of Land Lot 806, 35.31 feet to an iron pin found;

thence running South 82 degrees 22 minutes 17 seconds West 116.72 feet to a 1½ inch OTP;

thence running North 87 degrees 13 minutes 29 seconds West 511.32 feet to an iron pipe found on the east right of way of Lee Road at the point of Beginning.

The foregoing description being in accordance with that certain Survey by Pirkle & Associates Surveying Inc. dated 4/15/10 and last revised 5/3/10.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Woodstock, Emeritus at)

(Terrace at Woodstock)

All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee County, Georgia, being more particularly described as follows:

To find the true point of beginning begin at the point where the South Land Lot Line of 1100 intersects with the West right of way line of Neese Road (50 foot right of way); running thence in a northerly fashion along Neese Road North 11 degrees 32 minutes East 34.97 feet to a point; running thence North 12 degrees 32 minutes East 55.90 feet to a point; running thence North 13 degrees 01 minutes East 50.30 feet to a point; running thence North 13 degrees 19 minutes East 28.83 feet to a point and the true point of beginning. From this true point of beginning run thence North 89 degrees 46 minutes West 300.00 feet to a point; running thence North 80 degrees 00 minutes West 265.99 feet to a point; running thence North 30 degrees 00 minutes East 72.00 feet to an iron pin set; running thence North 15 degrees 12 minutes West 232.09 feet to an iron pin set; running thence North 85 degrees 08 minutes East 452.92 feet to an iron pin set; running thence South 05 degrees 00 minutes East 128.28 feet to an iron pin set; running thence South 60 degrees 00 minutes East 182.85 feet to an iron pin set on Neese Road; running 23.29 feet to a point; running thence 12 degrees 27 minutes West 50.82 feet to a point; running thence South 11 degrees 11 minutes West 47.88 feet to a point; running thence South 13 degrees 19 minutes West 34.71 feet to a point and the true point of beginning, Said tract contains 4.00 acres.

Together With

All that tract or parcel of land lying and being in Land Lots 1099 and 1100 of the 15th District, 2nd Section, Cherokee Country, Georgia, and being more particularly described as follows as Tract One:

Tract One

Begin at the point where the West right of way line of Neese Road (having a 50 foot right of way) intersects with the South land lot line of Land Lot 1100; from this point of beginning, running thence in a westerly fashion along the South line of Land Lots 1100 and 1099 North 89 degrees 46 minutes West 419.41 feet to an iron pin found; running thence in a westerly fashion along the South land line of Land Lot 1099 North 89 degrees 43 minutes 228.99 feet to an iron pin set; running thence North 30 degrees 00 minutes East 243.00 feet to a point; running thence South 80 degrees 00 minutes East 265.99 feet to a point; running thence South 89 degrees 46 minutes East 300.00 feet to a point; running thence in a southerly fashion along the West right of way line of Neese Road South 13 degrees 19 minutes West 28.83 feet to a point; running thence South 13 degrees 01 minutes West 50.30 feet to a point; running thence South 12 degrees 32 minutes West 55.90 feet to a point: running thence South 11 degrees 32 minutes West 34.97 feet to an iron pin found and the true point of beginning. Said tract contains 2.50 acres.

Together with rights arising under Sewer Easement from Larry Sandidge to The Oaks at Woodstock Assisted Living, Inc., a Georgia corporation, dated January 5, 1998, filed for record May 2, 2000 at 2:19 p.m., recorded in Deed Book 4119, Page 050, Records of Cherokee County, Georgia.

Also together with rights arising under Sanitary Sewer Easement from James C. Neese, Sr., to the Oaks at Woodstock Assisted Living, Inc., Georgia corporation, dated March 13, 2000, filed for record May 2, 2000 at 2:19 p.m., recorded in Deed Book 4119, Page 045, aforesaid records.

Also together with rights of access arising under “Easement” from KB Home Atlanta, LLC to The Oaks at Woodstock Assisted Living, Inc., dated September 28, 2007, filed for record October 12, 2007, and recorded in Deed Book 9890, Page 124, aforesaid records.

Also together with rights arising under Access Easement Agreement by and between KB Home Atlanta LLC, a Delaware limited liability company and The Craks at Woodstock Assisted Living, Inc., a Georgia Corporation, dated April 5, 2007, filed for record April 13, 2007, and recorded in Deed Book 9527, page 134, aforesaid records.

But Less and Except the following;

All that tract or parcel of land lying and being in Land Lot 1100, 15th District, 2nd Section, City of Woodstock, Cherokee County, Georgia, as in QCD recorded April 13, 2007 in Book 9527, Page 144 and being more particularly described as follows:

Beginning at the Intersection of the existing westerly right of way of Neese Road (50 foot existing right of way) and the southerly line of Land Lot 1100; thence along said Land Lot line South 89 degrees 50 minutes 30 seconds West a distance of 18.01 feet to a point; thence North 11 degrees 58 minutes 18 seconds East a distance of 131.99 feet to a point; thence North 08 degrees 56 minutes 18 seconds East a distance of 101.83 feet to a point; thence North 16 degrees 51 minutes 23 seconds East a distance of 101.39 feet to a point; thence South 60 degrees 16 minutes 51 seconds East a distance of 15.80 feet to a point; thence South 12 degrees 46 minutes 11 seconds West a distance of 22.73 feet to a point; thence South 12 degrees 03 minutes 46 seconds West a distance of 50.82 feet to a point; thence South 10 degrees 47 minutes 46 seconds West a distance of 47.88 feet to a point; thence South 12 degrees 55 minutes 46 seconds West a distance of 63.54 feet to a point; thence South 12 degrees 37 minutes 46 seconds West a distance 50.30 feet to a point; thence South 12 degrees 08 minutes 46 seconds West a distance of 55.90 feet to a point; thence South 11 degrees 05 minutes 24 seconds West a distance of 34.96 feet to the Point of Beginning. Said tract contains 6,282 square feet or 0.144 acres.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION
(Villa Del Rey Retirement & Assisted Living)

All of Roswell Retirement Center, In the City of Roswell, County of Chaves and State of New Mexico, as shown on the Official Plat recorded July 21, 1987 in Plat Book L, age 24, Real Property Records of Chaves County, New Mexico.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Willow Ridge, Emeritus at)

Tract 1:

A tract of land located in the Northeast Quarter of the Southeast Quarter of Section 20, Township 3 North, Range 29, West of the 6th PM., in Red Willow County, Nebraska more particularly described as follows: Referring to the east quarter corner of said Section 20, thence on azimuth 179° 30’  along the east section line, a distance of 35.00 feet to the point of beginning; thence continuing on azimuth 179° 30’ a distance of 1,100.00 feet to a point; thence on azimuth 270° 07’, a distance of 633.00 feet to a point; thence on azimuth 359° 30’, a distance of 1,10000 feet a point; thence on azimuth 90° 07’, a distance of 633.00 feet to the point of beginning.

Trace 2:

Lot L. Kelley Creek Subdivision to the City of McCook, Red Willow County, Nebraska.

EXHIBIT A — CONTINUED

LEGAL DESCRIPTION

(Eldorado Heights Assisted Living Community)

ALL of that certain lot, piece or parcel of land, with the buildings and improvements thereon, situate, lying and being:

Parcel 1:

A parcel of land situated in portions of vacated Blocks 2, 3, 6, 7, 9 and 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON, in the County of Klamath, State of Oregon, more particularly described as follows:

Beginning at a point being the most Northerly corner of Lot 2, Block 10, ELDORADO ADDITION TO THE CITY OF KLAMATH FALLS, OREGON; thence along the Northwesterly line of said Lot 2, South 38 degrees 16’30” West 100.00 feet to the most Westerly corner of said Lot 2; thence along the Southwesterly line of the vacated portion of Blocks 9 and 10 of said Eldorado Addition, North 51 degrees 42’50” West 170.69 feet; thence leaving said Southwesterly line North 38 degrees 16’30” East 667.37 feet to the Southerly line of Eldorado Boulevard; thence along said Southerly line of Eldorado Boulevard 182.39 feet along the arc of a 667.34 foot radius curve to the right, the long chord of which bears South 55 degrees 00’55” East 181.84 feet; thence 29.87 feet along the arc of a 20.00 foot curve to the right, the long chord of which bears South 4 degrees 30’47” East, to its point of tangency with the Westerly line of Sloan Street; thence along said Westerly line of Sloan Street South 38 degrees 16’30” West 557.91 feet to the Northeasterly line of said Lot 2; thence along said Northeasterly line North 51 degrees 42’50” West 29.31 feet to the point of beginning.

Parcel 2:

Lot 2 in Block 10, ELDORADO ADDITION to the City of Klamath Falls, in the County of Klamath, State of Oregon, EXCEPTING THEREFROM the Southeasterly 19 feet, according to the official plat thereof on file in the office of the County Clerk of Klamath County, Oregon.

TOGETHER WITH all rights contained in the Cross Easement Agreement recorded with the County Clerk of Klamath Falls, Oregon as Volume M96, page 922, Microfilm Records of Klamath County, Oregon.

EX-21.1

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Exhibit 21.1

HCP, Inc.

SUBSIDIARIES

Line of business: Acquiring, developing, leasing, disposing and managing of healthcare real estate.

Wholly Owned Subsidiaries Unless Otherwise Noted	Number of Omitted Subsidiaries		Organized Under Laws of
HCP Atrium MOB LLC (95.30%)		—	Delaware
HCP DR California, LLC		—	Delaware
HCP CTE, L.P. (99.9%)		—	Delaware
HCP Pleasant, LLC		—	Delaware
HCP DR MCD, LLC (69.34%)		—	Delaware
HCP MCD TRS, LLC		—	Delaware
HCP EGP, Inc.		—	Delaware
HCP ETE, L.P. (99.9%)		—	Delaware
HCP Life Science REIT, Inc. (99.99%)		37	Maryland
HCP/LFREP Ventures II, LLC (99%)		2	Delaware
HCP/LFREP Carmichael, LLC (99%)		1	Delaware
HCP Louisville, Inc.		3	Delaware
Old Henry Healthcare I, LLC (90%)		—	Kentucky
HCP 2010 REIT LLC (99.99%)		2	Delaware
HCP 2010, LP		25	Delaware
HCPI/Colorado Springs Limited Partnership (97%)		—	Delaware
HCP/LFREP Ventures I, LLC (99%)		—	Delaware
HCPI/Kansas Limited Partnership (97%)		—	Delaware
HCPI/Little Rock Limited Partnership (97%)		—	Delaware
HCPI/Tennessee, LLC (89.89%)		10	Delaware
HCPI Trust		—	Maryland
HCP Birmingham Portfolio, LLC (85%)		—	Delaware
HCPI/Utah, LLC (73.50%)		1	Delaware
HCPI/Utah II, LLC (68.94%)		11	Delaware
Louisiana-Two Associates, LLC (80%)		—	California
Ocean Acquisition 1, Inc.		217	Maryland
HCP Partners, LP		—	Delaware
S-H Twenty-One OpCo Ventures, LLC (90%)		21	Delaware
S-H Twenty-One PropCo Ventures, LLC (90%)		16	Delaware
SJH Medical Office Partners, Ltd. (97.18%)		—	Texas
Marion MOB Partners, L.P. (70%)		—	Illinois
Lexington MOB Partners, Ltd. (75.33%)		—	Florida
Parker MOB Owners LLC (72.32%)		—	Delaware
East Texas Medical Equity Investors Limited Partnership (92.08%)		—	Texas
Texarkana Partners Limited (51%)		—	Texas
Perris-Cal Associates, LLC (80%)		—	California
Statesboro Associates, LLC (80%)		—	California
Texas HCP, Inc.		11	Maryland
HCPI/San Antonio Limited Partnership (89.89%)		—	Delaware
Ft. Worth-Cal Associates, LLC (80%)		—	California

Unconsolidated Subsidiaries	Number of Omitted Subsidiaries	Organized Under Laws of
Edgewood Assisted Living Center, L.L.C. (45%)	—	Michigan
Horizon Bay Hyde Park, L.L.C. (72%)	—	Delaware
HCP Ventures IV, LLC (20%)	72	Delaware
HCP Ventures III, LLC (30%)	14	Delaware
Seminole Shores Living Center, L.L.C. (50%)	—	Michigan
Suburban Properties LLC (66.67%)	—	Kentucky
Britannia Biotech Gateway Limited Partnership (55%)	—	Delaware
LASDK Limited Partnership (62.5%)	—	Delaware
Torrey Pines Science Center Limited Partnership (50%)	—	Delaware
HCR ManorCare, Inc. (9.4%)	—	Delaware

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Exhibit 21.1

HCP, Inc. SUBSIDIARIES

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in the following Registration Statements and the related Prospectus and Prospectus Supplements of HCP, Inc. of our reports dated February 12, 2013, relating to the consolidated financial statements and schedules (Schedule II: Valuation and Qualifying Accounts and Schedule III: Real Estate and Accumulated Depreciation) of HCP, Inc. and the effectiveness of internal control over financial reporting of HCP, Inc., included in this Annual Report (Form 10-K), for the year ended December 31, 2012.

        We consent to the incorporation by reference in the following Registration Statements:

•

Form S-3ASR, File No. 333-182824, related to the unlimited shelf registration of common stock, preferred stock, depository shares, debt securities, warrants or other rights, stock purchase contracts and units;

•

Form S-8, File No. 333-161720, related to the registration of additional securities related to the Stock Incentive Plan;

•

Form S-8, File No. 333-90353, related to the American Health Properties, Inc. 1994 Stock Incentive Plan, American Health Properties, Inc. Nonqualified Stock Option Plan For Nonemployee Directors, American Health Properties, Inc. 1990 Stock Incentive Plan and American Health Properties, Inc. 1988 Stock Option Plan;

•

Form S-8, File No. 333-54784, related to the 2000 Stock Incentive Plan;

•

Form S-8, File No. 333-135679, related to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan;

•

Form S-3. File No. 333-99067, related to the registration of 738,923 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-99063, related to the registration of 160,026 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-95487, related to the registration of 593,247 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC;

•

Form S-3, File No. 333-122456, related to the registration of 554,890 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah II, LLC;

•

Form S-3, File No. 333-119469, related to the registration of 2,129,078 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Tennessee, LLC;

•

Form S-3, File No. 333-124922, related to the registration of 53,602 shares of common stock to be issued upon conversion of non-managing member interests in HCPI/Utah, LLC.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California
February 12, 2013

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-31.1

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James F. Flaherty III, certify that:

        1.     I have reviewed this annual report on Form 10-K of HCP, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 12, 2013 /s/ JAMES F. FLAHERTY III
James F. Flaherty III
President and Chief Executive Officer
(Principal Executive Officer)

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EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EX-31.2

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EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Timothy M. Schoen, certify that:

        1.     I have reviewed this annual report on Form 10-K of HCP, Inc.;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: February 12, 2013 /s/ TIMOTHY M. SCHOEN
Timothy M. Schoen
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)

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EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

EX-32.1

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of HCP, Inc., a Maryland corporation (the "Company"), hereby certifies, to his knowledge, that:

          (i)  the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

         (ii)  the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2013 /s/ JAMES F. FLAHERTY III James F. Flaherty III
President and Chief Executive Officer
(Principal Executive Officer)

        A signed original of this written statement required by Section 906 has been provided to HCP, Inc. and will be retained by HCP, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

EX-32.2

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EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

        Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of HCP, Inc., a Maryland corporation (the "Company"), hereby certifies, to his knowledge, that:

          (i)  the accompanying annual report on Form 10-K of the Company for the period ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

         (ii)  the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 12, 2013 /s/ TIMOTHY M. SCHOEN Timothy M. Schoen
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

        A signed original of this written statement required by Section 906 has been provided to HCP, Inc. and will be retained by HCP, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

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Other Real Estate Property Investments (Tables)

12 Months Ended

Dec. 31, 2012

Acquisition

Schedule of real estate acquisitions

A summary of other acquisitions for the year ended December 31, 2012 follows (in thousands):

	Consideration							Assets Acquired
Acquisitions	Cash Paid		Debt and Other Liabilities Assumed		Noncontrolling Interest			Real Estate		Net Intangibles
Senior housing	$	3,860	$	—	$	—		$	3,541	$	319
Life science		7,964		—		86			7,580		470
Medical office		171,654		60,597		42,648	(1)		207,561		67,338
Hospital		3,000		—		—			3,000		—
	$	186,478	$	60,597	$	42,734		$	221,682	$	68,127

(1)

Represents non-managing member limited liability company units.

 

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

Blackstone JV | Senior housing

Acquisition

Schedule of pro forma results of operations

The following unaudited pro forma consolidated results of operations assume that the acquisition of 129 senior housing communities from the Blackstone JV were completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2012		2011		2010
Revenues	$	1,987,055	$	1,815,696	$	1,343,806
Net income		870,802		584,361		374,262
Net income applicable to HCP, Inc.		856,500		568,758		360,576
Basic earnings per common share	$	1.88	$	1.30	$	1.03
Diluted earnings per common share		1.88		1.29		1.03

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Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2012

Supplemental Cash Flow Information

Supplemental Cash Flow Information

	Year Ended December 31,
	2012		2011			2010
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	389,753	$	348,455		$	282,750
Income taxes paid		1,790		1,710			1,765
Capitalized interest		23,360		26,402			21,664
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—		—			21,519
Accrued construction costs		14,157		11,525			3,558
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		—		1,990,406			—
Supplemental schedule of non-cash financing activities:
Restricted stock issued		—		—			224
Vesting of restricted stock units		707		228			276
Cancellation of restricted stock		8		35			52
Conversion of non-managing member units into common stock		24,988		3,456			6,135
Noncontrolling interests issued in connection with acquisitions		42,734		1,500			9,267
Mortgages included in the consolidation of HCP Ventures II		—		635,182			—
Mortgages and other liabilities assumed with real estate acquisitions		60,597		57,869			30,299
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		4,649		(9,763	)		(59	)

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Equity (Tables)

12 Months Ended

Dec. 31, 2012

Equity

Schedule of Company's annual preferred stock dividends per share

Following is the characterization of the Company's annual preferred stock dividends per share:

	Series E						Series F
	December 31,						December 31,
	2012(1)		2011		2010		2012(1)		2011		2010
	(unaudited)
Ordinary dividends	$	0.4383	$	1.4335	$	1.6695	$	0.4292	$	1.4038	$	1.6350
Capital gain dividends		0.0148		0.3790		0.1430		0.0145		0.3712		0.1400
	$	0.4531	$	1.8125	$	1.8125	$	0.4437	$	1.7750	$	1.7750

(1)

As discussed above, the Company redeemed all of its outstanding preferred stock on April 23, 2012.

Schedule of Company's annual common stock dividends per share

Following is the characterization of the Company's annual common stock dividends per share:

	Year Ended December 31,
	2012		2011		2010
	(unaudited)
Ordinary dividends	$	1.4618	$	0.9259	$	1.0935
Capital gain dividends		0.0495		0.2448		0.0937
Nondividend distributions		0.4887		0.7493		0.6728
	$	2.0000	$	1.9200	$	1.8600

Schedule of company's common stock issuances

The following is a summary of the Company's other issuances of common stock:

	Year Ended December 31,
	2012		2011
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan		1,064		1,910
Conversion of DownREIT units		736		80
Exercise of stock options		2,455		1,157
Vesting of restricted stock units(1)		707		228

(1)

Issued under the Company's 2006 Performance Incentive Plan.

Schedule of accumulated other comprehensive income (loss)

The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

	December 31,
	2012			2011
Unrealized gains on available for sale securities	$	7,776		$	—
Unrealized losses on cash flow hedges, net		(18,452	)		(15,712	)
Supplemental Executive Retirement Plan minimum liability		(3,150	)		(2,794	)
Cumulative foreign currency translation adjustment		(827	)		(1,076	)
Total accumulated other comprehensive loss	$	(14,653	)	$	(19,582	)

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Other Assets (Details)	1 Months Ended	12 Months Ended		12 Months Ended	0 Months Ended
	Jun. 30, 2011 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 HCP Ventures IV, LLC USD ($)	Jun. 28, 2012 Four Seasons USD ($)	Jun. 28, 2012 Four Seasons GBP (£)
Other Assets
Straight-line rent assets, net of allowance of $33,521 and $34,457, respectively		$ 266,620,000	$ 306,294,000
Allowance on straight-line rent assets		34,457,000	33,521,000
Marketable debt securities			222,809,000
Leasing costs, net		92,288,000	93,763,000
Deferred financing costs, net		35,649,000	45,490,000
Goodwill		50,346,000	50,346,000
Marketable equity securities		17,053,000	24,829,000
Other		23,502,000	44,989,000
Total other assets		485,458,000	788,520,000
Other-than-temporary impairment on securities		5,400,000
Cost basis of marketable equity securities		17,100,000	17,100,000
Additions related to accrued interest receivable		5,400,000	5,400,000
Purchase of equity marketable securities	22,400,000
Other assets
Loans receivables		110,253,000	276,030,000	10,000,000
Interest rate on loans receivable from unconsolidated joint venture (as a percent)				12.00%	12.25%	12.25%
Percentage of counter party's partnership interest in the joint venture, by which loans receivable from unconsolidated joint venture are secured				80.00%
Marketable debt security, par value						138,500,000
Marketable debt security, par value, discounted					$ 214,900,000	£ 136,800,000
Yield to maturity (as a percent)					12.50%	12.50%

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Variable Interest Entities (Tables)

12 Months Ended

Dec. 31, 2012

Variable Interest Entities

Variable Interest Entities

The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2012 (in thousands):

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	297,497	Lease intangibles, net and straight-line rent receivables	$	15,061
VIE tenants—DFLs		1,121,708	Net investment in DFLs		598,819
Loan—senior secured		30,652	Loans receivable, net		30,652

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount. See Note 12 for additional information on the VIE tenants.

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Segment Disclosures (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Reconciliation from reported net income to NOI and adjusted NOI
Net income	$ 246,260	$ 199,043	$ 204,975	$ 196,564	$ 70,787	$ 175,471	$ 234,252	$ 73,984	$ 846,842	$ 554,494	$ 344,395
Interest income									(24,536)	(99,864)	(160,163)
Investment management fee income									(1,895)	(2,073)	(4,666)
Interest expense									417,130	416,396	285,508
Depreciation and amortization									358,245	349,922	306,934
General and administrative									79,454	96,121	83,019
Litigation settlement and provision										125,000
Impairments (recoveries)									7,878	15,400	(11,900)
Other income, net									(2,776)	(12,732)	(16,194)
Income taxes									(1,636)	1,250	412
Equity income from unconsolidated joint ventures									(54,455)	(46,750)	(4,770)
Impairments of investments in unconsolidated joint ventures											71,693
Total discontinued operations	(31,031)	(1,153)	597	(2,371)	(2,920)	(962)	(1,653)	(1,621)	(33,958)	(7,156)	(29,049)
NOI									1,590,293	1,390,008	865,219
Straight-line rents									(47,311)	(59,173)	(47,243)
DFL accretion									(94,240)	(74,007)	(10,641)
Amortization of above and below market lease intangibles, net									(2,232)	(4,510)	(6,378)
Lease termination fees									(636)	(5,873)	(7,665)
NOI adjustments related to discontinued operations									1,486	2,061	2,309
Adjusted NOI									$ 1,447,360	$ 1,248,506	$ 795,601

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Debt (Tables)

12 Months Ended

Dec. 31, 2012

Debt Instrument

Summary of stated debt maturities and scheduled principal repayments

The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year	Term Loan(1)		Senior Unsecured Notes			Mortgage Debt			Total(2)
2013	$	—	$	550,000		$	291,747		$	841,747
2014		—		487,000			179,695			666,695
2015		—		400,000			308,048			708,048
2016		222,694		900,000			291,338			1,414,032
2017		—		750,000			550,052			1,300,052
Thereafter		—		3,650,000			65,886			3,715,886
		222,694		6,737,000			1,686,766			8,646,460
(Discounts) and premiums, net		—		(24,376	)		(10,222	)		(34,598	)
	$	222,694	$	6,712,624		$	1,676,544		$	8,611,862

(1)

Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)

Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

Senior Unsecured Notes

Debt Instrument

Summary of debt outstanding and weighted average interest rate

The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Principal Amount			Weighted Average Interest Rate
2013	$	550,000			5.80	%
2014		487,000			3.15
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2019		450,000			3.96
2020		800,000			2.79
2021		1,200,000			5.53
2022		300,000			3.39
2041		300,000			6.89
		6,737,000
Discounts, net		(24,376	)
	$	6,712,624

Mortgage Debt

Debt Instrument

Summary of debt outstanding and weighted average interest rate

The following is a summary of mortgage debt outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Amount			Weighted Average Interest Rate
2013	$	291,747			6.15	%
2014		179,695			5.78
2015		308,048			6.03
2016		291,338			6.88
2017		550,052			6.04
Thereafter		65,886			5.26
		1,686,766
Discounts, net		(10,222	)
	$	1,676,544

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Transactions with Related Parties

12 Months Ended

Dec. 31, 2012

Transactions with Related Parties

Transactions with Related Parties

(25) Transactions with Related Parties

        Mr. Klaritch, an executive vice president of the Company, was previously a senior executive and limited liability company member of MedCap Properties, LLC, which was acquired in October 2003 by HCP and a joint venture of which HCP was the managing member. As part of that transaction, MedCap Properties, LLC contributed certain property interests to a newly-formed entity, HCPI/Tennessee LLC, in exchange for DownREIT units. In connection with the transactions, Mr. Klaritch received 113,431 non-managing member units in HCPI/Tennessee, LLC in a distribution of his interest in MedCap Properties, LLC. Each DownREIT unit is redeemable for an amount of cash approximating the then-current market value of two shares of HCP's common stock or, at HCP's option, two shares of HCP's common stock (subject to certain adjustments, such as stock splits, stock dividends and reclassifications). During the year ended December 31, 2012, Mr. Klaritch and his affiliates exchanged their remaining approximately 45,000 HCPI/Tennessee, LLC DownREIT units for approximately 90,000 shares of the Company's common stock.

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Segment Disclosures (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Reconciliation of assets from segment to consolidated
Assets held for sale, net			$ 106,295	$ 147,538
Total assets	19,915,555	[1]	17,408,475	13,331,923
Goodwill	50,346		50,346
Identifiable segment
Reconciliation of assets from segment to consolidated
Gross segment assets	21,058,228		18,410,684	13,108,973
Accumulated depreciation and amortization	(1,978,597)		(1,646,736)	(1,386,850)
Total assets	19,079,631		16,763,948	11,722,123
Senior housing
Reconciliation of assets from segment to consolidated
Gross segment assets	7,658,612		5,785,441	4,196,456
Goodwill	30,500
Post-acute/skilled nursing
Reconciliation of assets from segment to consolidated
Gross segment assets	6,080,826		5,644,472	2,133,640
Goodwill	3,300
Life science
Reconciliation of assets from segment to consolidated
Gross segment assets	3,932,397		3,886,851	3,709,528
Medical office
Reconciliation of assets from segment to consolidated
Gross segment assets	2,661,394		2,336,302	2,299,311
Goodwill	11,400
Hospital
Reconciliation of assets from segment to consolidated
Gross segment assets	724,999		757,618	770,038
Goodwill	5,100
Other non-segment
Reconciliation of assets from segment to consolidated
Total assets	$ 835,924		$ 538,232	$ 1,462,262

[1] The Company's consolidated total assets at December 31, 2012, include assets of certain variable interest entities ("VIEs") that can only be used to settle the liabilities of those VIEs as follows: accounts receivable, net, $1.7 million; cash and cash equivalents, $9.6 million; and other assets, net, $1.8 million. See Note 21 for additional details.

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Commitments and Contingencies (Details 2) (USD $) In Millions, unless otherwise specified	12 Months Ended		12 Months Ended																																			12 Months Ended
	Dec. 31, 2010 Sunrise Senior Living	Oct. 31, 2010 Sunrise Senior Living item	Dec. 31, 2012 Senior housing Brookdale Senior Living item	Dec. 31, 2011 Senior housing Brookdale Senior Living	Dec. 31, 2012 Gross Assets California	Dec. 31, 2011 Gross Assets California	Dec. 31, 2012 Gross Assets Operators HCR ManorCare	Dec. 31, 2011 Gross Assets Operators HCR ManorCare	Dec. 31, 2012 Gross Assets Operators Brookdale Senior Living	Dec. 31, 2011 Gross Assets Operators Brookdale Senior Living	Dec. 31, 2012 Gross Assets Operators Emeritus Corporation	Dec. 31, 2011 Gross Assets Operators Emeritus Corporation	Dec. 31, 2012 Gross Assets Operators Sunrise Senior Living	Dec. 31, 2011 Gross Assets Operators Sunrise Senior Living	Dec. 31, 2012 Gross Assets Operators Senior housing HCR ManorCare	Dec. 31, 2011 Gross Assets Operators Senior housing HCR ManorCare	Dec. 31, 2012 Gross Assets Operators Senior housing Brookdale Senior Living	Dec. 31, 2011 Gross Assets Operators Senior housing Brookdale Senior Living	Dec. 31, 2012 Gross Assets Operators Senior housing Emeritus Corporation	Dec. 31, 2011 Gross Assets Operators Senior housing Emeritus Corporation	Dec. 31, 2012 Gross Assets Operators Senior housing Sunrise Senior Living	Dec. 31, 2011 Gross Assets Operators Senior housing Sunrise Senior Living	Dec. 31, 2012 Gross Assets Operators Post-acute/skilled nursing HCR ManorCare	Dec. 31, 2011 Gross Assets Operators Post-acute/skilled nursing HCR ManorCare	Dec. 31, 2012 Revenue California	Dec. 31, 2012 Revenue Texas	Dec. 31, 2012 Revenue Florida	Dec. 31, 2012 Revenue Operators HCR ManorCare	Dec. 31, 2011 Revenue Operators HCR ManorCare	Dec. 31, 2010 Revenue Operators HCR ManorCare	Dec. 31, 2012 Revenue Operators Brookdale Senior Living	Dec. 31, 2011 Revenue Operators Brookdale Senior Living	Dec. 31, 2010 Revenue Operators Brookdale Senior Living	Dec. 31, 2012 Revenue Operators Emeritus Corporation	Dec. 31, 2011 Revenue Operators Emeritus Corporation	Dec. 31, 2010 Revenue Operators Emeritus Corporation	Nov. 01, 2010 Revenue Operators Emeritus Corporation item	Dec. 31, 2012 Revenue Operators Sunrise Senior Living	Dec. 31, 2011 Revenue Operators Sunrise Senior Living	Dec. 31, 2010 Revenue Operators Sunrise Senior Living	Dec. 31, 2012 Revenue Operators Senior housing HCR ManorCare	Dec. 31, 2011 Revenue Operators Senior housing HCR ManorCare	Dec. 31, 2012 Revenue Operators Senior housing Brookdale Senior Living	Dec. 31, 2011 Revenue Operators Senior housing Brookdale Senior Living	Dec. 31, 2010 Revenue Operators Senior housing Brookdale Senior Living	Dec. 31, 2012 Revenue Operators Senior housing Emeritus Corporation	Dec. 31, 2011 Revenue Operators Senior housing Emeritus Corporation	Dec. 31, 2010 Revenue Operators Senior housing Emeritus Corporation	Dec. 31, 2012 Revenue Operators Senior housing Sunrise Senior Living	Dec. 31, 2011 Revenue Operators Senior housing Sunrise Senior Living	Dec. 31, 2010 Revenue Operators Senior housing Sunrise Senior Living	Dec. 31, 2012 Revenue Operators Post-acute/skilled nursing HCR ManorCare	Dec. 31, 2011 Revenue Operators Post-acute/skilled nursing HCR ManorCare	Dec. 31, 2010 Revenue Operators Post-acute/skilled nursing HCR ManorCare
Concentration of Credit Risk
Concentration risk (as a percent)					23.00%	20.00%	31.00%	35.00%	4.00%	5.00%	13.00%	6.00%	7.00%	7.00%	11.00%	14.00%	11.00%	14.00%	35.00%	19.00%	17.00%	22.00%	89.00%	94.00%	22.00%	12.00%	10.00%	30.00%	27.00%	9.00%	5.00%	7.00%	5.00%	8.00%	7.00%	6.00%		5.00%	6.00%	9.00%	11.00%	10.00%	14.00%	22.00%	11.00%	23.00%	24.00%	14.00%	15.00%	19.00%	21.00%	90.00%	84.00%	30.00%
Concentration risk, assets			$ 692	$ 683
Concentration risk, revenue	$ 33		$ 143	$ 47
Number of senior living communities operated in a RIDEA structure		27	21																																		27
Number of VIE tenants		4
Percentage of operator assets to segment assets after inclusion of assets under RIDEA structure																	20.00%	26.00%
Percentage of operator assets to total entity assets after inclusion of assets under RIDEA structure									8.00%	9.00%
Percentage of operator revenue to segment revenue after inclusion of revenue under RIDEA structure	28.00%																																	12.00%									36.00%	31.00%		36.00%
Percentage of operator revenue to total entity revenue after inclusion of revenue under RIDEA structure	12.00%																														12.00%	10.00%

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Disclosures About Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Summary of financial instruments
Marketable equity securities	$ 24,800	$ 17,100
Bank line of credit		454,000
Senior unsecured notes	6,712,624	5,416,063
Mortgage debt	1,676,544	1,715,039
Other debt	81,958	87,985
Carrying Amount
Summary of financial instruments
Loans receivable, net	276,030	110,253
Marketable debt securities	222,809
Marketable equity securities	24,829	17,053
Bank line of credit		454,000
Term loan	222,694
Senior unsecured notes	6,712,624	5,416,063
Mortgage debt	1,676,544	1,764,571
Other debt	81,958	87,985
Carrying Amount | Warrants
Summary of financial instruments
Derivative assets	670	1,334
Carrying Amount | Interest-rate swap contracts
Summary of financial instruments
Derivative assets	89
Derivative liabilities	12,699	12,123
Carrying Amount | Currency swap liabilities
Summary of financial instruments
Derivative liabilities	2,641
Fair Value
Summary of financial instruments
Loans receivable, net	279,850	111,073
Marketable debt securities	234,137
Marketable equity securities	24,829	17,053
Bank line of credit		454,000
Term loan	222,694
Senior unsecured notes	7,432,012	5,819,304
Mortgage debt	1,771,155	1,870,070
Other debt	81,958	87,985
Fair Value | Warrants
Summary of financial instruments
Derivative assets	670	1,334
Fair Value | Interest-rate swap contracts
Summary of financial instruments
Derivative assets	89
Derivative liabilities	12,699	12,123
Fair Value | Currency swap liabilities
Summary of financial instruments
Derivative liabilities	$ 2,641

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Disclosures About Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Disclosures About Fair Value of Financial Instruments

Summary of the carrying amounts and fair values of financial instruments

        The table below summarizes the carrying amounts and fair values of the Company's financial instruments:

	December 31,
	2012				2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net(2)	$	276,030	$	279,850	$	110,253	$	111,073
Marketable debt securities(3)		222,809		234,137		—		—
Marketable equity securities(1)		24,829		24,829		17,053		17,053
Warrants(3)		670		670		1,334		1,334
Bank line of credit(2)		—		—		454,000		454,000
Term loan(2)		222,694		222,694		—		—
Senior unsecured notes(1)		6,712,624		7,432,012		5,416,063		5,819,304
Mortgage debt(2)		1,676,544		1,771,155		1,764,571		1,870,070
Other debt(2)		81,958		81,958		87,985		87,985
Interest-rate swap asset(2)		89		89		—		—
Interest-rate swap liability(2)		12,699		12,699		12,123		12,123
Currency swap liabilities(2)		2,641		2,641		—		—

(1)

Level 1: Fair value calculated based on quoted prices in active markets.

(2)

Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing model-derived valuations in which significant inputs or value drivers are observable in active markets.

(3)

Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models.

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Equity (Details) (USD $)	0 Months Ended	12 Months Ended								1 Months Ended				12 Months Ended									0 Months Ended
	Jan. 25, 2013	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010	Dec. 04, 2012 Senior housing item	Oct. 31, 2012 Senior housing item	Dec. 31, 2012 Senior housing Blackstone JV item	Dec. 04, 2012 Senior housing Blackstone JV item	Oct. 31, 2012 Senior housing Blackstone JV item	Mar. 31, 2011 Public offering completed in March 2011	Mar. 31, 2012 Public offering completed in March 2012	Jun. 30, 2012 Public offering completed in June 2012	Oct. 31, 2012 Public offering completed in October 2012	Dec. 31, 2012 Series E cumulative redeemable preferred stock	Dec. 31, 2011 Series E cumulative redeemable preferred stock	Dec. 31, 2010 Series E cumulative redeemable preferred stock	Dec. 31, 2012 Series F cumulative redeemable preferred stock	Dec. 31, 2011 Series F cumulative redeemable preferred stock	Dec. 31, 2010 Series F cumulative redeemable preferred stock	Dec. 31, 2012 Common Stock	Dec. 31, 2011 Common Stock	Dec. 31, 2010 Common Stock	Apr. 23, 2012 Preferred Stock	Apr. 23, 2012 Preferred Stock Series E cumulative redeemable preferred stock	Apr. 23, 2012 Preferred Stock Series F cumulative redeemable preferred stock
Class of Stock
Shares redeemed																								4,000,000	7,820,000
Dividend Rate (as a percent)																								7.25%	7.10%
Preferred stock redemption value (in dollars per share)																								$ 25	$ 25
Aggregate redemption amount		$ 295,500,000																					$ 295,500,000
Preferred stock issuance costs write-off																							10,400,000
Ordinary dividends (in dollars per share)														$ 0.4383	$ 1.4335	$ 1.6695	$ 0.4292	$ 1.4038	$ 1.6350	$ 1.4618	$ 0.9259	$ 1.0935
Capital gain dividends (in dollars per share)														$ 0.0148	$ 0.3790	$ 0.1430	$ 0.0145	$ 0.3712	$ 0.1400	$ 0.0495	$ 0.2448	$ 0.0937
Nondividend Distributions (in dollars per share)																				$ 0.4887	$ 0.7493	$ 0.6728
Total dividends (in dollars per share)														$ 0.4531	$ 1.8125	$ 1.8125	$ 0.4437	$ 1.7750	$ 1.7750	$ 2.0000	$ 1.9200	$ 1.8600
Dividends declared per common share (in dollars per share)	$ 0.525	$ 2.00	$ 1.92	$ 1.86
Issuance of common stock, net		1,756,796,000	1,302,008,000	2,425,110,000						1,273,000,000	359,000,000	376,000,000	979,000,000
Issuance of common stock, net (in shares)										34,500,000	9,000,000	8,970,000	22,000,000
Stock issued under new issues (in dollars per share)										$ 36.90	$ 39.93	$ 41.88
Proceeds from issuance of common stock										1,235,000,000
Repayment of senior unsecured notes												250,000,000
Interest rate on repaid maturing debt (as a percent)												6.45%
Number of senior housing communities					2	127	129	2	127
Company's common stock issuances
Dividend Reinvestment and Stock Purchase Plan (in shares)		1,064,000	1,910,000
Conversion of DownREIT units (in shares)		736,000	80,000
Exercise of stock options (in shares)		2,455,000	1,157,000
Vesting of restricted stock units (in shares)		707,000	228,000
Accumulated Other Comprehensive Loss
Unrealized gains on available for sale securities		7,776,000
Unrealized losses on cash flow hedges, net		(18,452,000)	(15,712,000)
Supplemental Executive Retirement Plan minimum liability		(3,150,000)	(2,794,000)
Cumulative foreign currency translation adjustment		(827,000)	(1,076,000)
Total accumulated other comprehensive loss		(14,653,000)	(19,582,000)
Noncontrolling interests
Non-managing member units outstanding in DownREIT LLCs (in units)		4,000,000
Issuance of common stock upon conversion		6,000,000
Number of DownREIT LLCs having non-managing member units outstanding		4
Non-managing member unitholders		187,788,000	170,169,000
Non-managing member units outstanding, fair value		$ 275,000,000

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Supplemental Cash Flow Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Supplemental cash flow information:
Interest paid, net of capitalized interest	$ 389,753	$ 348,455	$ 282,750
Income taxes paid	1,790	1,710	1,765
Capitalized interest	23,360	26,402	21,664
Supplemental schedule of non-cash investing activities:
Loans received upon real estate disposition			21,519
Accrued construction costs	14,157	11,525	3,558
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		1,990,406
Supplemental schedule of non-cash financing activities:
Restricted stock issued			224
Vesting of restricted stock units	707	228	276
Cancellation of restricted stock	8	35	52
Conversion of non-managing member units into common stock	24,988	3,456	6,135
Noncontrolling interests issued in connection with acquisitions	42,734	1,500	9,267
Mortgages included in the consolidation of HCP Ventures II		635,182
Mortgages and other liabilities assumed with other real estate acquisitions	60,597	57,869	30,299
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges	$ 4,649	$ (9,763)	$ (59)

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Compensation Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Apr. 23, 2009
Stock option activity
Exercised (in shares)	(2,455,000)	(1,157,000)
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based awards, vesting period	10 years
Stock option activity
Outstanding at the beginning of the year (in shares)	6,524,000
Granted (in shares)	455,000
Exercised (in shares)	(3,838,000)
Forfeited (in shares)	(14,000)
Outstanding at the end of the period (in shares)	3,127,000	6,524,000
Exercisable (in shares)	539,000
Outstanding at the beginning of the year, Weighted Average Exercise Price (in dollars per share)	$ 28.76
Weighted Average Exercise Price Granted (in dollars per share)	$ 41.64
Weighted Average Exercise Price Exercised (in dollars per share)	$ 28.33
Weighted Average Exercise Price Forfeited (in dollars per share)	$ 26.40
Outstanding at the end of the period, Weighted Average Exercise Price (in dollars per share)	$ 31.16	$ 28.76
Exercisable, Weighted Average Exercise Price (in dollars per share)	$ 32.09
Outstanding at the beginning of the year, Weighted Average Remaining Contractual Term	6 years 10 months 24 days	6 years 1 month 6 days
Outstanding at the end of the period, Weighted Average Remaining Contractual Term	6 years 10 months 24 days	6 years 1 month 6 days
Exercisable, Weighted Average Remaining Contractual Term	6 years
Outstanding at the beginning of the year, Aggregate Intrinsic Value	$ 84,169,000
Outstanding at the end of the period, Aggregate Intrinsic Value	43,774,000	84,169,000
Exercisable, Aggregate Intrinsic Value	7,041,000
Stock Options | Minimum
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based awards, vesting period	4 years
Stock Options | Maximum
Share-based Compensation Arrangement by Share-based Payment Award
Stock-based awards, vesting period	5 years
2006 Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Maximum number of shares reserved for awards (in shares)				23,200,000
Maximum number of shares available for future awards (in shares)	6,800,000
Maximum number of shares available for future awards to be issued as restricted stock and performance restricted stock unit	4,500,000
Total share-based compensation expense recognized	23,300,000	20,200,000	15,100,000
Total unrecognized compensation cost	$ 41,600,000
Total unrecognized compensation cost, period of recognition	3 years

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Variable Interest Entities (Details) (USD $) In Thousands, unless otherwise specified		12 Months Ended			1 Months Ended
	Dec. 31, 2012 Unconsolidated Variable Interest Entities item	Dec. 31, 2012 Unconsolidated Variable Interest Entities VIE tenants-operating leases	Dec. 31, 2012 Unconsolidated Variable Interest Entities VIE tenants-DFLs	Dec. 31, 2012 Unconsolidated Variable Interest Entities Loan-senior secured	Sep. 30, 2011 Consolidated Variable Interest Entities item	Dec. 31, 2010 Consolidated Variable Interest Entities item
Company's involvement with VIEs:
Number of senior housing facilities leased	48				21	27
Number of VIE tenants	7					4
Maximum Loss Exposure		$ 297,497	$ 1,121,708	$ 30,652
Assets/liability type		Lease intangibles, net and straight-line rent receivables	Net investment in DFLs	Loans receivable, net
Carrying amount		$ 15,061	$ 598,819	$ 30,652
Percentage of partnership interest					90.00%

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Segment Disclosures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010
Segment reporting information, revenues
Number of reportable segments									5
Rental Revenues									$ 1,730,546	$ 1,559,540	$ 1,042,781
Resident Fees and Services									143,745	50,619	32,596
Interest Income									24,536	99,864	160,163
Investment Management Fee Income									1,895	2,073	4,666
Total revenues	508,487	475,157	461,251	455,827	458,281	440,914	484,941	327,960	1,900,722	1,712,096	1,240,206
NOI									1,590,293	1,390,008	865,219
Adjusted NOI (Cash NOI)									1,447,360	1,248,506	795,601
Senior housing
Segment reporting information, revenues
Rental Revenues									482,336	470,592	337,220
Resident Fees and Services									143,745	50,619	32,596
Interest Income									3,503	178	364
Investment Management Fee Income										70	2,300
Total revenues									629,584	521,459	372,480
NOI									531,419	486,673	341,043
Adjusted NOI (Cash NOI)									480,872	433,728	306,682
Post-acute/skilled nursing
Segment reporting information, revenues
Rental Revenues									539,242	397,554	36,023
Interest Income									19,993	98,450	121,703
Total revenues									559,235	496,004	157,726
NOI									538,856	396,969	35,847
Adjusted NOI (Cash NOI)									462,927	339,946	34,685
Life science
Segment reporting information, revenues
Rental Revenues									289,664	288,151	276,762
Investment Management Fee Income									4	4	4
Total revenues									289,668	288,155	276,766
NOI									236,491	235,355	228,270
Adjusted NOI (Cash NOI)									226,997	212,250	204,938
Medical office
Segment reporting information, revenues
Rental Revenues									334,811	320,115	309,285
Investment Management Fee Income									1,891	1,999	2,362
Total revenues									336,702	322,114	311,647
NOI									202,547	192,213	181,398
Adjusted NOI (Cash NOI)									197,569	186,180	175,654
Hospital
Segment reporting information, revenues
Rental Revenues									84,493	83,128	83,491
Interest Income									1,040	1,236	38,096
Total revenues									85,533	84,364	121,587
NOI									80,980	78,798	78,661
Adjusted NOI (Cash NOI)									$ 78,995	$ 76,402	$ 73,642

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Debt (Details)				0 Months Ended	12 Months Ended	0 Months Ended		0 Months Ended		12 Months Ended														0 Months Ended						0 Months Ended			12 Months Ended
	Dec. 31, 2012 USD ($) item	Dec. 31, 2011 USD ($)	Dec. 31, 2012 Line of Credit and Term Loan USD ($)	Mar. 27, 2012 Bank Line of Credit USD ($)	Dec. 31, 2012 Bank Line of Credit	Jul. 30, 2012 2012 Term Loan GBP (£)	Dec. 31, 2012 2012 Term Loan USD ($)	Jul. 30, 2012 2012 Term Loan Interest-rate swap contracts	Jan. 24, 2011 Senior Unsecured Notes USD ($)	Dec. 31, 2012 Senior Unsecured Notes USD ($)	Dec. 31, 2012 Senior Unsecured Notes Minimum	Dec. 31, 2012 Senior Unsecured Notes Maximum	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2013 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2014 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2015 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2016 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2017 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2018 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2019 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2020 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2021 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2022 USD ($)	Dec. 31, 2012 Senior Unsecured Notes Debt instrument maturing in 2041 USD ($)	Jun. 25, 2012 Senior Unsecured, 6.45% notes due 2012 USD ($)	Sep. 15, 2011 Senior Unsecured, 4.82% notes due 2011 USD ($)	Jan. 24, 2011 Senior Unsecured, 2.70% notes due 2014 USD ($)	Jan. 24, 2011 Senior Unsecured, 3.75% notes due 2016 USD ($)	Jan. 24, 2011 Senior Unsecured, 5.375% notes due 2021 USD ($)	Jan. 24, 2011 Senior Unsecured, 6.75% notes due 2041 USD ($)	Jan. 23, 2012 Senior Unsecured, 3.75% notes due 2019 USD ($)	Jul. 23, 2012 Senior Unsecured, 3.15% notes due 2022 USD ($)	Nov. 19, 2012 Senior Unsecured, 2.625% notes due 2020 USD ($)	Dec. 31, 2012 Mortgage Debt USD ($) item	Dec. 31, 2012 Mortgage Debt Minimum	Dec. 31, 2012 Mortgage Debt Maximum	Dec. 31, 2012 Mortgage Debt Debt instrument maturing in 2013 USD ($)	Dec. 31, 2012 Mortgage Debt Debt instrument maturing in 2014 USD ($)	Dec. 31, 2012 Mortgage Debt Debt instrument maturing in 2015 USD ($)	Dec. 31, 2012 Mortgage Debt Debt instrument maturing in 2016 USD ($)	Dec. 31, 2012 Mortgage Debt Debt instrument maturing in 2017 USD ($)	Dec. 31, 2012 Mortgage Debt Thereafter USD ($)	Dec. 31, 2012 Other Debt USD ($) item
Debt Instrument
Line of credit facility, maximum borrowing capacity				$ 1,500,000,000
Length of debt instrument extension period				1 year		1 year
Debt instrument, variable rate basis				LIBOR		GBP LIBOR
Debt instrument, basis spread on variable rate (as a percent)					1.075%	1.20%
Debt instrument, facility fee (as a percent)					0.175%
Line of credit facility additional aggregate amount, maximum				500,000,000
Debt instrument, covenant debt to assets (as a percent)			60.00%
Debt instrument, covenant secured debt to assets (as a percent)			30.00%
Debt instrument, covenant unsecured debt to unencumbered assets (as a percent)			60.00%
Debt instrument, covenant minimum fixed charge coverage ratio			1.5
Debt instrument, covenant net worth			9,200,000,000
Debt instrument, effective interest rate (as a percent)																														3.83%	3.28%	2.667%
Weighted-average interest rate (as a percent)									4.83%	5.10%			5.80%	3.15%	6.64%	5.07%	6.04%	6.83%	3.96%	2.79%	5.53%	3.39%	6.89%										6.13%			6.15%	5.78%	6.03%	6.88%	6.04%	5.26%
Weighted-average maturity									10 years 3 months 18 days	6 years																							4 years
Issuance of senior unsecured notes									2,400,000,000																	400,000,000	500,000,000	1,200,000,000	300,000,000	450,000,000	300,000,000	800,000,000
Debt issuance price as a percentage of principal amount																														99.523%	98.888%	99.729%
Net proceeds from issuance of senior unsecured notes									2,370,000,000																					444,000,000	294,000,000	793,000,000
Repayment of senior unsecured notes																								250,000,000	292,000,000
Stated interest rate (as a percent)											1.21%	7.07%												6.45%	4.82%	2.70%	3.75%	5.375%	6.75%	3.75%	3.15%	2.625%		1.54%	8.69%
2013	841,747,000									550,000,000																							291,747,000
2014	666,695,000									487,000,000																							179,695,000
2015	708,048,000									400,000,000																							308,048,000
2016	1,414,032,000						222,694,000			900,000,000																							291,338,000
2017	1,300,052,000									750,000,000																							550,052,000
Thereafter	3,715,886,000									3,650,000,000																							65,886,000
Debt instrument principal outstanding, total	8,646,460,000						222,694,000			6,737,000,000			550,000,000	487,000,000	400,000,000	900,000,000	750,000,000	600,000,000	450,000,000	800,000,000	1,200,000,000	300,000,000	300,000,000										1,686,766,000			291,747,000	179,695,000	308,048,000	291,338,000	550,052,000	65,886,000
(Discounts) and premiums, net	(34,598,000)									(24,376,000)																							(10,222,000)
Debt instruments, carrying amount	8,611,862,000						222,694,000			6,712,624,000																							1,676,544,000
Unsecured term loan	222,694,000					137,000,000	223,000,000
Maturity period of debt instruments						4 years
Term of the interest rate swap agreement								4 years
Debt instrument, fixed interest rate (as a percent)								1.81%
Bank line of credit		454,000,000
Senior unsecured notes	6,712,624,000	5,416,063,000								6,700,000,000
Mortgage debt	1,676,544,000	1,715,039,000																															1,700,000,000
Number of healthcare facilities used to secure debt																																	135
Debt instrument, collateral, healthcare facilities carrying value																																	2,100,000,000
Portion of other debt and occupancy fee deposits excluded from schedule of debt maturities	$ 81,958,000	$ 87,985,000																																								$ 82,000,000
Number of CCRC issuing life care bonds	2																																									2
Non-interest bearing occupancy fee deposits																																										2

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Impairments

12 Months Ended

Dec. 31, 2012

Impairments

Impairments

(17) Impairments

        During the year ended December 31, 2012, the Company executed an expansion of its tenant relationship with General Atomics in Poway, CA, to a total of 396,000 square feet, consisting of the following: (i) a lease extension of 281,000 square feet through June 2024, (ii) a new 10—year lease for a 115,000 square feet building to be developed and (iii) the purchase of a 19 acre land parcel from the Company for $19 million. As a result of the land sale the Company recognized an impairment charge of $7.9 million, which reduced the carrying value of the Company's investment from $27 million to the $19 million sales price. The fair value of the Company's land parcel was based on the sales price from its disposition in conjunction with this transaction. The sales price of the land parcel was considered to be a Level 3 measurement within the fair value hierarchy.

        During the year ended December 31, 2011, the Company concluded that its senior secured term loan to Delphis was impaired and established a provision for losses (impairment) of $15.4 million. The impairment resulted from the Company's conclusion that the carrying value of its loan was in excess of the fair value of the loan's underlying collateral assets. This provision for losses reduced the carrying value of its investment from $91.1 million to its fair value of $75.7 million. The fair value of the Company's loan investment was based on a discounted cash flow valuation model and inputs considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, earnings multiples, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from the loan and, accordingly, the fair value of its investment.

        On October 12, 2010, the Company concluded that its 35% interest in HCP Ventures II, which owns 25 senior housing properties leased by Horizon Bay Communities or certain of its affiliates (collectively "Horizon Bay"), was impaired. The impairment resulted from the recent and projected deterioration of the operating performance of the properties leased by Horizon Bay from HCP Ventures II. During the year ended December 31, 2010 the Company recognized an impairment of $71.7 million related to its investment in HCP Ventures II, which reduced the carrying value of its investment from $136.8 million to its fair value of $65.1 million. The fair value of the Company's investment in HCP Ventures II was based on a discounted cash flow valuation model that is considered to be a Level 3 measurement within the fair value hierarchy. Inputs to this valuation model include real estate capitalization rates, discount rates, industry growth rates and operating margins, some of which influence the Company's expectation of future cash flows from HCP Ventures II and, accordingly, the fair value of its investment.

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Future Minimum Rents (Tables)

12 Months Ended

Dec. 31, 2012

Future Minimum Rents

Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases

Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2012, are as follows (in thousands):

Year	Amount
2013	$	1,043,473
2014		1,004,409
2015		963,872
2016		926,289
2017		852,670
Thereafter		4,182,607
	$	8,973,320

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Loans Receivable (Tables)

12 Months Ended

Dec. 31, 2012

Loans Receivable

Schedule of loans receivable

The following table summarizes the Company's loans receivable (in thousands):

	December 31,
	2012								2011
	Real Estate Secured		Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—	$	145,150		$	145,150		$	—		$	90,148		$	90,148
Other		147,264		—			147,264			35,643			—			35,643
Unamortized discounts, fees and costs		—		(2,974	)		(2,974	)		(1,040	)		(1,088	)		(2,128	)
Allowance for loan losses		—		(13,410	)		(13,410	)		—			(13,410	)		(13,410	)
	$	147,264	$	128,766		$	276,030		$	34,603		$	75,650		$	110,253

Summary of loans receivable secured by real estate

Following is a summary of loans receivable secured by real estate at December 31, 2012:

Final Maturity Date	Number of Loans			Payment Terms	Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.5% and secured by three skilled nursing facilities in Michigan	$	8,492	$	7,982
2015		1		monthly interest-only payments beginning in 2013, accrues interest at 8.00% and secured by a hospital in Louisiana		15,640		15,640
2016		4	(1)	aggregate monthly interest-only payments of $400,700, accrues interest at 8.25% and secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas		57,350		59,900
2016		1		monthly payments of $273,000, accrues interest at 6.1%, and secured by nine senior housing facilities located in Alabama, Arizona, Minnesota, Maryland, Texas and Wisconsin		52,000		52,000
2017		2	(1)	monthly interest-only payments of $71,742, accrues interest at 8.25%, and secured by two senior housing facilities in New Jersey and Pennsylvania		11,404		11,742
		9			$	144,886	$	147,264

(1)

Represents commitments to fund an aggregate of $119 million for six senior housing development projects.

Schedule of loan loss activity

A reconciliation of the Company's allowance for the losses related to the Company's senior secured loan to Delphis follows (in thousands):

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011		13,410
Additions		—
Balance at December 31, 2012	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Delphis loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

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Commitments and Contingencies (Details 4) (USD $)	12 Months Ended
	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010
Leases with purchase options, annualized base rent receivables in next five years and thereafter
Leases with purchase option, annualized base rent receivables in 2013	$ 42,700,000
Leases with purchase option, annualized base rent receivables in 2014	36,666,000
Leases with purchase option, annualized base rent receivables in 2015	16,702,000
Leases with purchase option, annualized base rent receivables in 2016	38,933,000
Leases with purchase option, annualized base rent receivables in 2017	1,685,000
Leases with purchase option, annualized base rent receivables thereafter	96,859,000
Total leases with purchase option, annualized base rent receivables	233,545,000
Number of properties with purchase options, annualized base rent receivables
Number of properties with a purchase option, annualized base rent receivables in 2013	23
Number of properties with a purchase option, annualized base rent receivables in 2014	15
Number of properties with a purchase option, annualized base rent receivables in 2015	15
Number of properties with a purchase option, annualized base rent receivables in 2016	18
Number of properties with a purchase option, annualized base rent receivables in 2017	2
Number of properties with a purchase option, annualized base rent receivables thereafter	58
Total number of properties with a purchase option, annualized base rent receivables	131
Rental Expense
Rental expense attributable to continuing operations	7,000,000	6,000,000	6,000,000
Term of ground leases	99 years
Future minimum lease obligations under non-cancelable ground and other operating leases
Future minimum lease obligations under non-cancelable ground and other operating leases, 2013	7,734,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2014	7,119,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2015	6,372,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2016	5,228,000
Future minimum lease obligations under non-cancelable ground and other operating leases, 2017	4,797,000
Future minimum lease obligations under non-cancelable ground and other operating leases, Thereafter	193,324,000
Future minimum lease obligations under non-cancelable ground and other operating leases, Total	$ 224,574,000

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies

Use of Estimates

Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management's estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of HCP, its wholly-owned subsidiaries and joint ventures or variable interest entities that it controls through voting rights or other means. All material intercompany transactions and balances have been eliminated upon consolidation.

        The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support.

        A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the Company's ability to direct the activities that most significantly impact the VIE's economic performance, its form of ownership interest, its representation on the VIE's governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity.

        For its investments in joint ventures, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners' rights and their impact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. The Company similarly evaluates the rights of managing members of limited liability companies.

Revenue Recognition

The Company recognizes rental revenue when the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to, the following criteria:

• •

  whether the lease stipulates how and on what a tenant improvement allowance may be spent;

  •

  whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

  •

  whether the tenant improvements are unique to the tenant or general-purpose in nature; and

  •

  whether the tenant improvements are expected to have any residual value at the end of the lease term.

        Certain leases provide for additional rents contingent upon a percentage of the facility's revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds, and only after the contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

        Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

        For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue amounts which differ from those that are contractually due from tenants. If the Company determines that collectibility of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed and paid, and, when appropriate, establishes an allowance for estimated losses.

        Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

        The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease.

        The Company uses the direct finance method of accounting to record income from direct financing leases ("DFLs"). For leases accounted for as DFLs, the future minimum lease payments are recorded as a receivable. Unearned income represents the net investment in the DFL, less the sum of minimum lease payments receivable and the estimated residual values of the leased properties. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized and unearned income.

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and are reduced by a valuation allowance for estimated credit losses as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the life of the related loans. Loans are transferred from held-for-investment to held-for-sale when management's intent is to no longer hold the loans for the foreseeable future. Loans held-for-sale are recorded at the lower of cost or fair value.

        The Company receives management fees from its investments in certain joint venture entities for various services it provides as the managing member. Management fees are recorded as revenue when management services have been performed. Intercompany profit for management fees is eliminated.

        The Company recognizes gain on sales of real estate upon the closing of a transaction with the purchaser. Gains on properties sold are recognized using the full accrual method when the collectibility of the sales price is reasonably assured, the Company is not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient and other profit recognition criteria have been satisfied. Gain on sales of real estate may be deferred in whole or in part until the requirements for gain recognition have been met.

        Allowances are established for loans and DFLs based upon an estimate of probable losses for the individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company's assessment of the borrower's or lessee's overall financial condition; economic resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows discounted at the loan's or DFL's effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate.

        Loans and DFLs are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on the Company's expectation of future collectibility.

Real Estate

The Company's real estate assets, consisting of land, buildings and improvements are recorded at their then fair value at the time of consolidation. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their then fair value. The Company assesses fair value based on cash flow projections that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

        The Company records acquired "above and below market" leases at their fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on the Company's evaluation of the specific characteristics of each property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of company owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes costs based on the net carrying value of the existing property under redevelopment plus the cost for the construction and improvement incurred in connection with the redevelopment. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company's consolidated statement of cash flows.

        The Company computes depreciation on properties using the straight-line method over the assets' estimated useful life. Depreciation is discontinued when a property is identified as held-for-sale. Buildings and improvements are depreciated over useful lives ranging up to 50 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

Impairment of Long-Lived Assets and Goodwill

The Company assesses the carrying value of real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying value of such asset or asset group may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate asset or asset group. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized by adjusting the carrying value of the real estate asset or asset group to its fair value.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

Assets Held-for-Sale and Discontinued Operations

Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

Investments in Unconsolidated Joint Ventures

Investments in entities which the Company does not consolidate but has the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's earnings or losses are included in the Company's consolidated results of operations.

        The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company's cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company's share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

        The Company's fair values for its equity method investments are based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

Share-Based Compensation

Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

Restricted Cash

Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, and (ii) security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.

Derivatives

During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company's related assertions.

        The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the consolidated balance sheets at their fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss), whereas the change in fair value of the ineffective portion is recognized in earnings. For derivatives designated in qualifying fair value hedging relationships, the change in fair value of the effective portion of the derivatives offsets the change in fair value of the hedged item, whereas the change in fair value of the ineffective portion is recognized in earnings.

        The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives that are designated in hedging transactions are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative.

Income Taxes

HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

Marketable Securities

The Company classifies its marketable equity securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized in stockholders' equity as a component of accumulated other comprehensive income (loss). Gains or losses on securities sold are determined based on the specific identification method. When the Company determines declines in fair value of marketable securities are other-than-temporary, a loss is recognized in earnings.

        The Company classifies its marketable debt securities as held-to-maturity, because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity.

Capital Raising Issuance Costs

Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

Segment Reporting

The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

Noncontrolling Interests

The Company reports arrangements with noncontrolling interests as a component of equity separate from the parent's equity. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions. In addition, net income attributable to the noncontrolling interest is included in consolidated net income on the face of the consolidated statements of income and, upon a gain or loss of control, the interest purchased or sold, as well as any interest retained, is recorded at its fair value with any gain or loss recognized in earnings.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

Foreign Currency Translation and Transactions

Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of stockholders' equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income, net in the consolidated statements of income.

Preferred Stock Redemptions

The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

Life Care Bonds Payable

Certain of the Company's continuing care retirement communities ("CCRCs") issue non-interest bearing life care bonds payable to certain residents of the CCRCs. Generally, the bonds are refundable to the resident or to the resident's estate upon termination or cancellation of the CCRC agreement or upon the successful resale of the unit. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the facilities is not determinable, no interest is imputed. These amounts are included in other debt in the Company's consolidated balance sheets.

Fair Value Measurement

The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• •

  Level 1—quoted prices for identical instruments in active markets;

• •

  Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

  •

  Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers areunobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

Earnings per Share

Basic earnings per common share is computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive and preferred securities.

Recent Accounting Pronouncements

In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The Company does not expect the adoption of ASU 2013-02 on January 1, 2013 to have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). The amendments in this update provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The adoption of ASU 2012-02 on January 1, 2013 did not have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-01, Continuing Care Retirement Communities—Refundable Advance Fees ("ASU 2012-01"). This update clarifies the situations in which recognition of deferred revenue for refundable advance fees is appropriate. The Company does not expect the adoption of ASU 2012-01 on January 1, 2013 to have a material impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of Accounting Standards Update No. 2011-12 (see discussion above). The Company has elected the two-statement approach and the required financial statements are presented herein.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and International Financial Reporting Standards. The amendments update the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of ASU 2011-04 on January 1, 2012 did not have an impact on the Company's consolidated financial position or results of operations.

Reclassifications

Certain amounts in the Company's consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held-for-sale and associated liabilities have been reclassified on the consolidated balance sheets and operating results reclassified from continuing to discontinued operations.

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Income Taxes

Reconciliation of unrecognized tax benefits

A reconciliation of the Company's beginning and ending unrecognized tax benefits follows (in thousands):

	Amount
Balance at January 1, 2010	$	7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011		1,977
Reductions based on prior years' tax positions		—
Additions based on 2012 tax positions		—
Balance at December 31, 2012	$	1,977

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Investments in and Advances to Unconsolidated Joint Ventures (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended		1 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Jan. 31, 2011 HCP Ventures II	Jan. 14, 2011 HCP Ventures II item
Acquisition
Percentage of interest acquired				65.00%
Number of senior housing facilities				25
Investment ownership percentage				35.00%
Calculation of the HCP Ventures II purchase consideration and total purchase price
Consideration, Cash Paid	$ 113,830	$ 186,478		$ 135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)				72,992
Investments in and advances to unconsolidated joint ventures				65,223
Total purchase consideration				208,542
Estimated fees and costs
Legal, accounting and other fees and costs				150
Debt assumption fees				500
Total estimated fees and costs				650
Gain on consolidation of joint venture	7,769		8,000
Assets acquired
Buildings and improvements				683,633
Land				79,580
Cash				2,585
Restricted cash				1,861
Intangible assets				78,293
Total assets acquired				845,952
Liabilities assumed
Mortgage debt	635,182			635,182
Other liabilities				2,228
Total liabilities assumed				637,410
Net assets acquired				$ 208,542

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HCR ManorCare Acquisition (Details) (USD $)	12 Months Ended			1 Months Ended		9 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Apr. 30, 2011 HCR ManorCare	Mar. 31, 2011 HCR ManorCare	Dec. 31, 2011 HCR ManorCare	Dec. 31, 2011 HCR ManorCare	Dec. 31, 2010 HCR ManorCare	Dec. 31, 2012 HCR ManorCare	Apr. 07, 2011 HCR ManorCare item
Acquisition
Number of post-acute, skilled nursing and assisted living facilities acquired										334
Number of states where acquired post-acute, skilled nursing and assisted living facilities are located										30
Amount paid for additional equity interest acquired through exercise of option										$ 95,000,000
Equity method investment (as a percent)									9.40%	9.90%
Total purchase price consideration
Payment of aggregate cash consideration, net of cash acquired	186,478,000	113,830,000								3,801,624,000
HCP's loan investments in HCR ManorCare's debt settled at fair value		1,990,406,000								1,990,406,000
Assumed HCR ManorCare accrued liabilities at fair value										224,932,000
Total purchase consideration										6,016,962,000
Legal, accounting and other fees and costs										26,839,000
Gain on settlement of loan investments				23,000,000
Cost of transaction classified as general and administrative expense										15,500,000
Cost of transaction classified as interest expense										11,300,000
Assets acquired
Net investments in direct financing leases										6,002,074,000
Cash and cash equivalents										6,996,000
Intangible assets, net										14,888,000
Total assets acquired										6,023,958,000
Total liabilities assumed										224,932,000
Net assets acquired										5,799,026,000
Other acquisition disclosures
Length of bridge loan facility term					365 days
Bridge loan commitments obtained from a syndicate of banks					3,300,000,000
Charge incurred in interest expense related to write-off of unamortized loan fees associated with bridge loan facility					11,300,000
Net income (loss)						412,000,000
Net income (loss)	54,455,000	46,750,000	4,770,000			45,000,000
Unaudited pro forma consolidated results of operations
Revenues							1,807,355,000	1,690,899,000
Net income							659,514,000	745,119,000
Net income applicable to HCP, Inc.							$ 643,911,000	$ 731,433,000
Basic earnings per common share (in dollars per share)							$ 1.53	$ 1.86
Diluted earnings per common share (in dollars per share)							$ 1.52	$ 1.85

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

Schedule of Concentration of Credit Risk

• Segment Concentrations:

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		11		14		11		10		—
Brookdale(2)		11		14		14		22		11
Emeritus(3)		35		19		23		24		14
Sunrise(3)(4)		17		22		15		19		21

	Percentage of Post-Acute/ Skilled Nursing Gross Assets				Percentage of Post-Acute/ Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		89		94		90		84		30

• Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		31		35		30		27		9
Brookdale(2)		4		5		5		7		5
Emeritus(3)		13		6		8		7		6
Sunrise(3)(4)		7		7		5		6		9

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

As of December 31, 2012 and 2011, Brookdale Senior Living ("Brookdale") percentages do not include $692 and $683 million, respectively, of senior housing assets related to 21 senior housing facilities that Brookdale operates (beginning September 1, 2011) on the Company's behalf under a RIDEA structure. Assuming that these assets were attributable to Brookdale, the percentage of combined segment and total assets attributable to Brookdale would be 20% and 8%, respectively, as of December 31, 2012, and 26% and 9%, respectively, as of December 31, 2011. For the years ended December 31, 2012 and 2011, Brookdale percentages do not include $143 million and $47 million, respectively, of senior housing revenues, related to 21 senior housing facilities that Brookdale operates on the Company's behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of combined segment and total revenues attributable to Brookdale would be 36% and 12%, respectively, for the year ended December 31, 2012 and 31% and 10%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $33 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 28% and 12%, respectively, for the year ended December 31, 2010. Percentage of total revenues from Emeritus for the year ended December 31, 2012 includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in the Company's 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(4)

Certain of the Company's properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. The Company's concentration of gross assets includes properties directly leased to Sunrise and properties that are managed by Sunrise on behalf of third party tenants.

Summary of annualized lease payments (base rent only) to be received from certain leases containing purchase options, including DFLs, subject to purchase options, in the year that the purchase options are exercisable

Annualized lease payments (base rent only) to be received from these leases, including DFLs, subject to purchase options, in the year that the purchase options are exercisable, are summarized as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2013	$	42,700		23
2014		36,666		15
2015		16,702		15
2016		38,933		18
2017		1,685		2
Thereafter		96,859		58
	$	233,545		131

(1)

Represents the most recent month's base rent including additional rent floors and cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

Future minimum lease obligations under non-cancelable ground and other operating leases

Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2012 were as follows (in thousands):

Year	Amount
2013	$	7,734
2014		7,119
2015		6,372
2016		5,228
2017		4,797
Thereafter		193,324
	$	224,574

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Business

12 Months Ended

Dec. 31, 2012

Business

Business

(1)   Business

        HCP, Inc., an S&P 500 company, is a Maryland corporation that is organized to qualify as a real estate investment trust ("REIT") which, together with its consolidated entities (collectively, "HCP" or the "Company"), invests primarily in real estate serving the healthcare industry in the United States. The Company acquires, develops, leases, manages and disposes of healthcare real estate and provides financing to healthcare providers.

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Other Real Estate Property Investments (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012 item	Dec. 31, 2012 item	Dec. 31, 2011	Dec. 31, 2010	Dec. 04, 2012 item	Oct. 31, 2012 item
Acquisition
Consideration, Cash Paid	$ 186,478,000	$ 186,478,000	$ 113,830,000
Cash used in the senior housing portfolio acquisition		(1,701,410,000)
Rental and related revenues	1,043,473,000	1,043,473,000
Principal amount of secured debt	144,886,000	144,886,000
Consideration, Debt and Other Liabilities Assumed	60,597,000	60,597,000	57,869,000
Consideration, Noncontrolling Interest	42,734,000	42,734,000	1,500,000	9,267,000
Assets Acquired, Real Estate	221,682,000	221,682,000	159,401,000
Assets Acquired, Net Intangibles	68,127,000	68,127,000	13,798,000
Senior housing
Acquisition
Number of senior housing communities					2	127
Consideration, Cash Paid	3,860,000	3,860,000
Assets Acquired, Real Estate	3,541,000	3,541,000
Assets Acquired, Net Intangibles	319,000	319,000
Life science
Acquisition
Consideration, Cash Paid	7,964,000	7,964,000	84,087,000
Consideration, Debt and Other Liabilities Assumed			57,869,000
Consideration, Noncontrolling Interest	86,000	86,000
Assets Acquired, Real Estate	7,580,000	7,580,000	133,210,000
Assets Acquired, Net Intangibles	470,000	470,000	8,746,000
Number of facilities placed into service			2
The square footage of facilities placed in service			88,000
Medical office
Acquisition
Consideration, Cash Paid	171,654,000	171,654,000	29,743,000
Consideration, Debt and Other Liabilities Assumed	60,597,000	60,597,000
Consideration, Noncontrolling Interest	42,648,000	42,648,000	1,500,000
Assets Acquired, Real Estate	207,561,000	207,561,000	26,191,000
Assets Acquired, Net Intangibles	67,338,000	67,338,000	5,052,000
Hospital
Acquisition
Consideration, Cash Paid	3,000,000	3,000,000
Assets Acquired, Real Estate	3,000,000	3,000,000
Senior housing, life science and medical office
Acquisition
Payments to acquire productive assets		183,000,000
Life science and medical office
Acquisition
Payments to acquire productive assets			127,000,000
Blackstone JV | Senior housing
Acquisition
Number of senior housing communities	129	129			2	127
Acquistion of senior housing					24,000,000	1,680,000,000
Consideration, Cash Paid	1,700,000,000	1,700,000,000
Number of states where acquired senior housing communities are located	29	29
Number of units	10,077	10,077			235	9,842
Number of communities that are stabilized	95	95
Number of communities currently lease-up	34	34
Number of stages for acquisition to close	2
Net income (loss)	22,000,000
Number of asset pools	3	3
Number of extension options with Emeritus Corporation	2
Consideration, Debt and Other Liabilities Assumed	4,000,000	4,000,000
Assets Acquired, Real Estate	1,500,000,000	1,500,000,000
Assets Acquired, Net Intangibles	170,000,000	170,000,000
Unaudited pro forma consolidated results of operations
Revenues		1,987,055,000	1,815,696,000	1,343,806,000
Net income		870,802,000	584,361,000	374,262,000
Net income applicable to HCP, Inc.		856,500,000	568,758,000	360,576,000
Basic earnings per common share (in dollars per share)		$ 1.88	$ 1.30	$ 1.03
Diluted earnings per common share (in dollars per share)		$ 1.88	$ 1.29	$ 1.03
Blackstone JV | Senior housing | Emeritus Corporation
Acquisition
Rental and related revenues	103,600,000	103,600,000
Initial lease term with Emeritus Corporation	5 years
Percentage of operating leases basis spread on variable floor rate	103.00%
Percentage of operating leases basis spread on variable cap rate	130.00%
Blackstone JV | Senior housing | Emeritus Corporation | Real Estate Secured
Acquisition
Number of senior housing communities	9	9
Principal amount of secured debt	$ 52,000,000	$ 52,000,000
Term of loan	4 years
Interest rate on debt, initially (as a percent)	6.10%
Interest rate on debt after four year term (as a percent)	6.80%
Blackstone JV | Senior housing | Minimum | Emeritus Corporation
Acquisition
Rate of increase in rent receivable per year after each of the next four years of initial lease term (as a percent)	3.70%
Rate of increase in rent receivable per year for remaining years of lease term (as a percent)	3.00%
Initial available term of asset pools	14 years
Total initial available term of asset pools	30 years
Blackstone JV | Senior housing | Maximum | Emeritus Corporation
Acquisition
Initial available term of asset pools	16 years
Total initial available term of asset pools	35 years
Blackstone JV | Senior housing | Assisted living
Acquisition
Percentage of units of real estate property	61.00%
Blackstone JV | Senior housing | Independent living
Acquisition
Percentage of units of real estate property	25.00%
Blackstone JV | Senior housing | Memory care
Acquisition
Percentage of units of real estate property	13.00%
Blackstone JV | Senior housing | Skilled nursing
Acquisition
Percentage of units of real estate property	1.00%

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Investments in and Advances to Unconsolidated Joint Ventures (Tables)

12 Months Ended

Dec. 31, 2012

Investments in and Advances to Unconsolidated Joint Ventures

HCP Ventures II purchase consideration

The HCP Ventures II consideration is as follows (in thousands):

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting, and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

At closing, the Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value as of the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

Summary of fair values of the HCP Ventures II assets acquired and liabilities assumed

The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
Buildings and improvements	$	683,633
Land		79,580
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

Company owned interests in entities, accounted under equity method:

The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2012 (dollars in thousands):

Entity(1)	Properties/Segment	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	90,559			9.4(3)
HCP Ventures III, LLC	13 medical office		7,510			30
HCP Ventures IV, LLC	54 medical office and 4 hospital		32,249			20
HCP Life Science(4)	4 life science		67,785			50-63
Horizon Bay Hyde Park, LLC	1 senior housing		6,769			72
Suburban Properties, LLC	1 medical office		7,134			67
Advances to unconsolidated joint ventures, net			207
		$	212,213
Edgewood Assisted Living Center, LLC	1 senior housing	$	(417	)		45
Seminole Shores Living Center, LLC	1 senior housing		(674	)		50
		$	(1,091	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting policies related to principles of consolidation.

(2)

Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note 2 regarding the Company's accounting policy for joint venture interests.

(3)

Presented after adjusting the Company's 9.9% ownership rate for the dilution of certain of HCR ManorCare's employee equity awards. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

Summarized combined financial information for unconsolidated joint ventures:

Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

	December 31,
	2012		2011
Real estate, net	$	3,731,740	$	3,806,187
Goodwill and other assets, net		5,734,318		5,797,690
Total assets	$	9,466,058	$	9,603,877
Capital lease obligations and mortgage debt	$	6,875,932	$	6,871,743
Accounts payable		971,095		1,083,581
Other partners' capital		1,435,885		1,465,536
HCP's capital(1)		183,146		183,017
Total liabilities and partners' capital	$	9,466,058	$	9,603,877

(1)

The combined basis difference of the Company's investments in these joint ventures of $28 million, as of December 31, 2012, is primarily attributable to real estate, capital lease obligations, deferred tax assets, goodwill and lease-related net intangibles.

	Year Ended December 31,
	2012			2011(1)(2)			2010(1)
Total revenues	$	4,260,319		$	4,388,376		$	172,972
Net loss(3)(4)		(15,865	)		(827,306	)		(54,237	)
HCP's share in earnings(3)(4)(5)		54,455			46,750			4,770
HCP's impairment of its investment in HCP Ventures II(4)		—			—			(71,693	)
Fees earned by HCP		1,895			2,073			4,666
Distributions received by HCP		6,299			5,681			9,738

(1)

Includes the financial information of HCP Ventures II, up to the date in which it was consolidated on January 14, 2011.

(2)

Beginning April 7, 2011, includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.9% equity interest at closing.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the goodwill that was impaired was not part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and included the Company's share of the impact of the Ventures' impairment of its straight-line rent assets. Therefore, HCP's share in earnings for the year ended December 31, 2010 related to the impact of the Ventures' impairment of its straight-line rent assets was not included in equity income from unconsolidated joint ventures on the consolidated statements of income.

(5)

The Company's joint venture interest in HCR ManorCare is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCR ManorCare. The Company recorded a reduction in DFL income of $59.4 million and $42.2 million for the years ended December 31, 2012 and 2011, respectively. Further, the Company's share of earnings from HCR ManorCare (equity income) increases for the corresponding reduction of related lease expense recognized at the HCR ManorCare level.

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Variable Interest Entities

12 Months Ended

Dec. 31, 2012

Variable Interest Entities

Variable Interest Entities

(21) Variable Interest Entities

• Unconsolidated Variable Interest Entities

        At December 31, 2012, the Company leased 48 properties to a total of seven VIE tenants and had an additional investment in a loan to a VIE borrower. The Company has determined that it is not the primary beneficiary of these VIEs. The carrying value and classification of the related assets, liabilities and maximum exposure to loss as a result of the Company's involvement with these VIEs are presented below at December 31, 2012 (in thousands):

VIE Type	Maximum Loss Exposure(1)		Asset/Liability Type	Carrying Amount
VIE tenants—operating leases	$	297,497	Lease intangibles, net and straight-line rent receivables	$	15,061
VIE tenants—DFLs		1,121,708	Net investment in DFLs		598,819
Loan—senior secured		30,652	Loans receivable, net		30,652

(1)

The Company's maximum loss exposure related to the VIE tenants represents the future minimum lease payments over the remaining term of the respective leases, which may be mitigated by re-leasing the properties to new tenants. The Company's maximum loss exposure related to its loan to the VIE represents its current aggregate carrying amount. See Note 12 for additional information on the VIE tenants.

        As of December 31, 2012, the Company has not provided, and is not required to provide, financial support through a liquidity arrangement or otherwise, to its unconsolidated VIEs, including circumstances in which it could be exposed to further losses (e.g., cash shortfalls).

        The Company holds an interest-only, senior secured term loan made to a borrower (Delphis Operations, L.P.) that has been identified as a VIE (see Note 7 for additional information on the Delphis loan). The Company does not consolidate the VIE because it does not have the ability to control the activities that most significantly impact the VIE's economic performance. The loan is collateralized by all of the assets of the borrower (comprised primarily of interests in partnerships that operate surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC) and is supported in part by limited guarantees made by certain former and current principals of the borrower. Recourse under certain of these guarantees is limited to the guarantors' respective ownership interests in certain entities owning real estate that are pledged to secure such guarantees.

• Consolidated Variable Interest Entities

        In September 2011, the Company formed a partnership in which it has a 90% ownership interest and a leasing relationship with an entity that operates 21 properties in a RIDEA structure ("RIDEA Entity"). The Company consolidated this entity as a result of the rights it acquired through the joint venture agreement with Brookdale (see Note 12 for additional information on the RIDEA structure). In the fourth quarter of 2012, upon the occurrence of a reconsideration event, it was determined that this RIDEA Entity is a VIE and that the Company is the primary beneficiary; therefore, the Company continues to consolidate this entity. The assets and liabilities of this RIDEA Entity substantially consist of cash and cash equivalents, accounts receivables, and accounts payable and accrued liabilities generated from its operating activities. The assets generated by the operating activities of the RIDEA Entity may be used to settle its contractual obligations, which include lease obligations to the Company. The Company is entitled to its ownership share of the RIDEA Entity's assets; however, it does not guarantee its liabilities (or contractual obligations) and is not liable to its general creditors.

        During 2010, the Company had leasing relationships with a total of four VIE tenants, related to 27 properties, whose operations were not consolidated by the Company prior to August 31, 2010 because it did not have the ability to control the activities (i.e., recurring operating activities) that most significantly impact the VIEs' economic performance. On August 31, 2010, the Company entered into a settlement agreement with Sunrise, whereby it determined that it had acquired the ability to control the activities that most significantly impact the VIEs' economic performance. As a result, the Company consolidated the four VIEs for the period from August 31, 2010 (the date of the settlement agreement with Sunrise) to November 1, 2010 (the date these 27 properties were transitioned and leased to Emeritus). See Note 12 for additional information regarding the VIE tenants.

        See Notes 7 and 12 for additional description of the nature, purpose and activities of the Company's VIEs and interests therein.

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Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2012

Supplemental Cash Flow Information

Supplemental Cash Flow Information

(20) Supplemental Cash Flow Information

	Year Ended December 31,
	2012		2011			2010
	(in thousands)
Supplemental cash flow information:
Interest paid, net of capitalized interest	$	389,753	$	348,455		$	282,750
Income taxes paid		1,790		1,710			1,765
Capitalized interest		23,360		26,402			21,664
Supplemental schedule of non-cash investing activities:
Loan received upon real estate disposition		—		—			21,519
Accrued construction costs		14,157		11,525			3,558
Settlement of loans receivable as consideration for the HCR ManorCare Acquisition		—		1,990,406			—
Supplemental schedule of non-cash financing activities:
Restricted stock issued		—		—			224
Vesting of restricted stock units		707		228			276
Cancellation of restricted stock		8		35			52
Conversion of non-managing member units into common stock		24,988		3,456			6,135
Noncontrolling interests issued in connection with acquisitions		42,734		1,500			9,267
Mortgages included in the consolidation of HCP Ventures II		—		635,182			—
Mortgages and other liabilities assumed with real estate acquisitions		60,597		57,869			30,299
Unrealized gains (losses), net on available for sale securities and derivatives designated as cash flow hedges		4,649		(9,763	)		(59	)

        See additional information regarding supplemental non-cash financing activities related to of the HCR ManorCare Acquisition in Notes 3 and 7, the HCP Ventures II purchase in Note 8 and preferred stock redemption in Note 13.

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

Fair value measurements of financial assets and liabilities

The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2012 are as follows (in thousands):

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	24,829		$	24,829	$	—		$	—
Interest-rate swap asset(1)		89			—		89			—
Interest-rate swap liabilities(1)		(12,699	)		—		(12,699	)		—
Currency swap liabilities(1)		(2,641	)		—		(2,641	)		—
Warrants(1)		670			—		—			670
	$	10,248		$	24,829	$	(15,251	)	$	670

(1)

Interest rate and currency swaps as well as common stock warrant fair values are determined based on observable and unobservable market assumptions utilizing standardized derivative pricing models.

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Intangibles (Tables)

12 Months Ended

Dec. 31, 2012

Intangibles

Schedule of intangible lease assets

The Company's intangible lease assets were (in thousands):

	December 31,
Intangible lease assets	2012			2011
Lease-up intangibles	$	581,742		$	385,148
Above market tenant lease intangibles		153,141			145,374
Below market ground lease intangibles		58,939			41,015
Gross intangible lease assets		793,822			571,537
Accumulated depreciation and amortization		(241,121	)		(199,147	)
Net intangible lease assets	$	552,701		$	372,390

Schedule of intangible lease liabilities

The Company's intangible lease liabilities were (in thousands):

	December 31,
Intangible lease liabilities	2012			2011
Below market lease intangibles	$	192,733		$	206,460
Above market ground lease intangibles		6,091			1,779
Gross intangible lease liabilities		198,824			208,239
Accumulated depreciation and amortization		(92,915	)		(90,462	)
Net intangible lease liabilities	$	105,909		$	117,777

Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter

Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter follows (in thousands):

	Intangible Assets		Intangible Liabilities
2013	$	72,684	$	16,772
2014		67,943		16,261
2015		64,078		15,696
2016		59,674		15,150
2017		52,452		12,787
Thereafter		235,870		29,243
	$	552,701	$	105,909

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Fair Value Measurements

12 Months Ended

Dec. 31, 2012

Fair Value Measurements

Fair Value Measurements

(22) Fair Value Measurements

        The following table illustrates the Company's financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets. Recognized gains and losses are recorded in other income, net on the Company's consolidated statements of income. During the year ended December 31, 2012, there were no transfers of financial assets or liabilities between levels within the fair value hierarchy.

        The financial assets and liabilities carried at fair value on a recurring basis at December 31, 2012 are as follows (in thousands):

Financial assets and liabilities	Fair Value			Level 1		Level 2			Level 3
Marketable equity securities	$	24,829		$	24,829	$	—		$	—
Interest-rate swap asset(1)		89			—		89			—
Interest-rate swap liabilities(1)		(12,699	)		—		(12,699	)		—
Currency swap liabilities(1)		(2,641	)		—		(2,641	)		—
Warrants(1)		670			—		—			670
	$	10,248		$	24,829	$	(15,251	)	$	670

(1)

Interest rate and currency swaps as well as common stock warrant fair values are determined based on observable and unobservable market assumptions utilizing standardized derivative pricing models.

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Disclosures About Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2012

Disclosures About Fair Value of Financial Instruments

Disclosures About Fair Value of Financial Instruments

(23) Disclosures About Fair Value of Financial Instruments

        The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities are reasonable estimates of fair value because of the short-term maturities of these instruments. The fair values of loans receivable, bank line of credit, term loan, mortgage debt and other debt are based on rates currently prevailing for similar instruments with similar maturities. The fair values of the marketable debt securities, interest-rate and currency swap contracts as well as common stock warrants were determined based on observable and unobservable market assumptions using standardized pricing models. The fair values of the senior unsecured notes and marketable equity securities are determined utilizing market quotes.

        The table below summarizes the carrying amounts and fair values of the Company's financial instruments:

	December 31,
	2012				2011
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Loans receivable, net(2)	$	276,030	$	279,850	$	110,253	$	111,073
Marketable debt securities(3)		222,809		234,137		—		—
Marketable equity securities(1)		24,829		24,829		17,053		17,053
Warrants(3)		670		670		1,334		1,334
Bank line of credit(2)		—		—		454,000		454,000
Term loan(2)		222,694		222,694		—		—
Senior unsecured notes(1)		6,712,624		7,432,012		5,416,063		5,819,304
Mortgage debt(2)		1,676,544		1,771,155		1,764,571		1,870,070
Other debt(2)		81,958		81,958		87,985		87,985
Interest-rate swap asset(2)		89		89		—		—
Interest-rate swap liability(2)		12,699		12,699		12,123		12,123
Currency swap liabilities(2)		2,641		2,641		—		—

(1)

Level 1: Fair value calculated based on quoted prices in active markets.

(2)

Level 2: Fair value based on quoted prices for similar or identical instruments in active or inactive markets, respectively, or calculated utilizing model-derived valuations in which significant inputs or value drivers are observable in active markets.

(3)

Level 3: Fair value determined based on significant unobservable market inputs using standardized derivative pricing models.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 846,842	$ 554,494	$ 344,395
Depreciation and amortization of real estate, in-place lease and other intangibles:
Continuing operations	358,245	349,922	306,934
Discontinued operations	8,267	7,473	6,513
Amortization of above and below market lease intangibles, net	(2,232)	(4,510)	(6,378)
Amortization of deferred compensation	23,277	20,034	14,924
Amortization of deferred financing costs, net	16,501	25,769	9,856
Straight-line rents	(47,311)	(59,173)	(47,243)
Loan and direct financing lease interest accretion	(95,444)	(93,003)	(69,645)
Deferred rental revenues	(1,655)	(2,319)	(3,984)
Equity income from unconsolidated joint ventures	(54,455)	(46,750)	(4,770)
Distributions of earnings from unconsolidated joint ventures	3,384	3,273	5,373
Gain upon consolidation of joint venture		(7,769)
Marketable securities (gains) losses, net		5,396	(14,597)
Gain upon settlement of loans receivable		(22,812)
Gain on sales of real estate	(31,454)	(3,107)	(19,925)
Derivative (gains) losses, net	43	(1,226)	1,302
Impairments, net of recoveries	7,878	15,400	59,793
Changes in:
Accounts receivable, net	(7,469)	2,590	9,222
Other assets	(3,814)	27,582	(6,341)
Accounts payable and other accrued liabilities	14,267	(47,103)	(4,931)
Net cash provided by operating activities	1,034,870	724,161	580,498
Cash flows from investing activities:
Cash used in the senior housing portfolio acquisition	(1,701,410)
Other acquisitions	(186,478)	(113,324)	(212,005)
Cash used in the HCR ManorCare Acquisition, net of cash acquired		(4,026,556)
Cash used in the HCP Ventures II purchase, net of cash acquired		(135,550)
Development of real estate	(133,596)	(85,061)	(92,842)
Leasing costs and tenant and capital improvements	(61,440)	(52,903)	(97,930)
Proceeds from sales of real estate, net	150,943	19,183	32,284
Purchase of an interest in and contributions to unconsolidated joint ventures		(95,000)	(6,565)
Distributions in excess of earnings from unconsolidated joint ventures	2,915	2,408	4,365
Purchases of marketable securities	(214,859)	(22,449)
Proceeds from sales of marketable securities			179,215
Principal repayments on loans receivable and direct financing leases	45,046	303,941	63,953
Investments in loans receivable and direct financing leases, net	(218,978)	(369,939)	(298,085)
(Increase) decrease in restricted cash	3,705	(5,234)	(3,319)
Net cash used in investing activities	(2,314,152)	(4,580,484)	(430,929)
Cash flows from financing activities:
Net borrowings (repayments) under bank line of credit	(454,000)	454,000
Borrowings under term loan	214,789
Repayments of term loan			(200,000)
Issuance of senior unsecured notes	1,550,000	2,400,000
Repayments and repurchases of senior unsecured notes	(250,000)	(292,265)	(206,422)
Repayments of mortgage and other secured debt	(155,565)	(169,783)	(636,096)
Deferred financing costs	(27,565)	(43,716)	(11,850)
Preferred stock redemption	(295,500)
Net proceeds from the issuance of common stock and exercise of options	1,792,786	1,327,813	2,426,900
Dividends paid on common and preferred stock	(865,306)	(787,689)	(590,735)
Issuance of noncontrolling interests	1,584	14,028	8,395
Purchase of noncontrolling interests	(2,143)	(34,104)
Distributions to noncontrolling interests	(15,631)	(15,156)	(15,319)
Net cash provided by financing activities	1,493,449	2,853,128	774,873
Net increase (decrease) in cash and cash equivalents	214,167	(1,003,195)	924,442
Cash and cash equivalents, beginning of year	33,506	1,036,701	112,259
Cash and cash equivalents, end of year	$ 247,673	$ 33,506	$ 1,036,701

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Derivative Financial Instruments

12 Months Ended

Dec. 31, 2012

Derivative Financial Instruments

Derivative Financial Instruments

(24) Derivative Financial Instruments

        The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered	Maturity Date	Hedge Designation	Fixed Rate/Buy Amount			Floating/Exchange Rate Index	Notional/Sell Amount		Fair Value(1)
July 2005(2)	July 2020	Cash Flow		3.82	%	BMA Swap Index	$	45,600	$	(8,666	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,000		(3,878	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		13,700		(155	)
July 2012(4)	June 2016	Cash Flow		1.81	%	1 Month GBP LIBOR+1.20%		£137,000		89
July 2012(5)	June 2016	Cash Flow	$	79,600		Buy USD/Sell GBP		£  50,700		(2,641	)

(1)

Interest-rate and foreign currency swap assets are recorded in other assets, net and interest-rate and foreign currency swap liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2)

Represents three interest-rate swap contracts with an aggregate notional amount of $45.6 million which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

(3)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

Hedges fluctuations in interest payments on variable-rate secured and unsecured debt due to fluctuations in the underlying benchmark interest rate.

(5)

Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to a portion of the Company's forecasted interest receipts on GBP denominated senior unsecured notes. Represents seven foreign exchange contracts to sell £7.2 million at a rate of $1.5695 on various dates between June 2013 and June 2016.

        The Company uses derivative instruments to mitigate the effects of interest rate and foreign currency fluctuations on specific forecasted transactions as well as recognized financial obligations or assets. The Company does not use derivative instruments for speculative or trading purposes.

        The primary risks associated with derivative instruments are market and credit risk. Market risk is defined as the potential for loss in value of a derivative instrument due to adverse changes in market prices. Utilizing derivative instruments allows the Company to manage the risk of fluctuations in interest and foreign currency rates related to the potential impact these changes could have on future earnings, forecasted cash flows and the fair value of recognized obligations.

        Credit risk is the risk that one of the parties to a derivative contract fails to perform or meet their financial obligation. The Company does not obtain collateral associated with its derivative contracts, but monitors the credit standing of its counterparties on a regular basis. Should a counterparty fail to perform, the Company would incur a financial loss to the extent that the associated derivative contract was in an asset position. At December 31, 2012, the Company does not anticipate non-performance by the counterparties to its outstanding derivative contracts.

        During October and November 2007, the Company entered into two forward- starting interest-rate swap contracts with an aggregate notional amount of $900 million and settled the contracts during the three months ended June 30, 2008. The settlement value, less the ineffective portion of the hedging relationships, was recorded to accumulated other comprehensive income to be reclassified into interest expense over the forecasted term of the underlying unsecured fixed-rate debt. The interest-rate swap contracts were designated in qualifying, cash flow hedging relationships, to hedge the Company's exposure to fluctuations in the benchmark interest rate component of interest payments on forecasted, unsecured, fixed-rate debt that were expected to be issued in 2012 and 2013. During 2010, the Company revised its estimated issuance date for the underlying unsecured, fixed-rate debt. As a result, the Company recognized a $1.0 million charge in other income, net, during the year ended December 31, 2010, related to the interest payments that were no longer probable of occurring.

        In August 2009, the Company entered into an interest-rate swap contract (pay float and receive fixed), that was designated as hedging fluctuations in interest receipts related to its participation in the variable-rate first mortgage debt of HCR ManorCare. At March 31, 2011 the Company determined, based on the anticipated closing of the HCR ManorCare Acquisition during April 2011, that the underlying hedged transactions (underlying mortgage debt interest receipts) were not probable of occurring. As a result, the Company reclassified $1 million of unrealized gains related to this interest-rate swap contract into other income, net. Concurrent with closing the HCR ManorCare Acquisition (for additional details see Note 3), the Company settled the interest-rate swap contract for proceeds of $1 million.

        On July 27, 2012, the Company entered into a foreign currency swap contracts to hedge the foreign currency exchange risk related to a portion of the forecasted interest receipts from its GBP denominated senior unsecured notes (see additional discussion of the Four Seasons Health Care Senior Unsecured Notes in Note 10). The cash flow hedge has a fixed USD/GBP exchange rate of 1.5695 (buy $11.4 million and sell £7.2 million semi-annually) for a portion of its forecasted semi-annual cash receipts denominated in GBP. The foreign currency swap contracts mature through June 2016 (the end of the non-call period of the senior unsecured notes). The fair value of the contracts at December 31, 2012 was a liability of $2.6 million and is included in accounts payable and accrued liabilities. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        On July 27, 2012, the Company entered into an interest-rate swap contract that is designated as hedging the interest payments on its GBP denominated Term Loan due to fluctuations in the underlying benchmark interest rate (see additional discussions of the Term Loan in Note 11). The cash flow hedge has a notional amount of £137 million and expires in June 2016 (the maturity of the Term Loan). The fair value of the contract at December 31, 2012 was an asset of $89,000 and is included in other assets, net. During the year ended December 31, 2012, there was no ineffective portion related to this hedge.

        For the year ended December 31, 2012, the Company earned lower interest income of $209,000 and recognized additional interest expense of $3.3 million, resulting from its cash flow and fair value hedging relationships. At December 31, 2012, the Company expects that the hedged forecasted transactions for each of the outstanding qualifying cash flow hedging relationships remain probable of occurring and as a result no gains or losses recorded to accumulated other comprehensive loss are expected to be reclassified to earnings.

        To illustrate the effect of movements in the interest rate and foreign currency markets, the Company performed a market sensitivity analysis on its outstanding hedging instruments. The Company applied various basis point spreads to the underlying interest rate curves and foreign currency exchange rates of the derivative portfolio in order to determine the instruments' change in fair value. The following table summarizes the results of the analysis performed (dollars in thousands):

		Effects of Change in Interest and Foreign Currency Rates
Date Entered	Maturity Date	+50 Basis Points			-50 Basis Points			+100 Basis Points			-100 Basis Points
July 2005	July 2020	$	1,675		$	(1,578	)	$	3,301		$	(3,204	)
November 2008	October 2016		516			(468	)		1,008			961
July 2009	July 2013		33			(36	)		67			(70	)
July 2012	June 2016		3,906			(3,694	)		7,706			(7,494	)
July 2012	June 2016		(588	)		237			(1,000	)		649

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Impairments (Details) (USD $)	12 Months Ended							12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2010 HCP Ventures II	Jan. 14, 2011 HCP Ventures II item	Oct. 31, 2010 HCP Ventures II item	Dec. 31, 2012 Land acre sqft	Dec. 31, 2011 Cirrus loan
Asset impairment
Area under expanded tenant relationship (in square feet)								396,000
Area of lease extension (in square feet)								281,000
Real estate lease term								10 years
Area of building to be developed (in square feet)								115,000
Land acquired (in acres)								19
Sales price of parcel								$ 19,000,000
Impairment related to parcel of land	7,878,000	15,400,000	59,793,000					7,900,000
Carrying value, land	1,850,397,000	1,722,948,000						27,000,000
Provision for losses (impairment)									15,400,000
Loans receivable, before Impairment	147,264,000	35,643,000							91,100,000
Loans receivable, after Impairment									75,700,000
Ownership interest (as a percent)							35.00%
Number of senior housing facilities						25	25
Impairment charges for direct financing lease				63,100,000	71,700,000
Carrying value, equity method investments before impairment					136,800,000
Fair value, equity method investments					$ 65,100,000

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Dispositions of Real Estate and Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2012

Dispositions of Real Estate and Discontinued Operations

Schedule of income from discontinued operations

The following table summarizes operating income from discontinued operations and gain on sales of real estate included in discontinued operations (dollars in thousands):

	Year Ended December 31,
	2012		2011		2010
Rental and related revenues	$	13,025	$	14,877	$	19,293
Depreciation and amortization expenses		8,267		7,473		6,513
Operating expenses		22		22		263
Other expense, net		2,232		3,333		3,393
Income before gain on sales of real estate	$	2,504	$	4,049	$	9,124
Gain on sales of real estate	$	31,454	$	3,107	$	19,925
Number of properties held-for-sale		—		4		7
Number of properties sold		4		3		14
Number of properties included in discontinued operations		4		7		21

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Earnings Per Common Share (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Common Share

Computation of basic and diluted earnings per share

The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

	Year Ended December 31,
	2012			2011			2010
Numerator
Income from continuing operations	$	812,884		$	547,338		$	315,346
Noncontrolling interests' share in continuing operations		(12,411	)		(15,484	)		(13,563	)
Income from continuing operations applicable to HCP, Inc.		800,473			531,854			301,783
Preferred stock dividends		(17,006	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(3,245	)		(2,459	)		(2,081	)
Income from continuing operations applicable to common shares		780,222			508,265			278,572
Discontinued operations		33,958			7,156			29,049
Noncontrolling interests' share in discontinued operations		(1,891	)		(119	)		(123	)
Net income applicable to common shares	$	812,289		$	515,302		$	307,498
Denominator
Basic weighted average common shares		427,047			398,446			305,574
Dilutive potential common shares		1,269			1,772			1,326
Diluted weighted average common shares		428,316			400,218			306,900
Basic earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.10
Net income applicable to common stockholders	$	1.90		$	1.29		$	1.01
Diluted earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.09
Net income applicable to common shares	$	1.90		$	1.29		$	1.00

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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended					3 Months Ended			3 Months Ended		1 Months Ended
	Nov. 30, 2011	Aug. 31, 2011	Sep. 30, 2009	Jul. 31, 2009 item	May 31, 2007	Sep. 30, 2009	Jul. 24, 2009 item	Jun. 29, 2009 item	Dec. 31, 2011 Sunrise Senior Living	Aug. 31, 2010 Senior housing Sunrise Senior Living item	Oct. 31, 2010 Senior housing Emeritus Corporation item
Legal Proceedings
Damages sought in Ventas litigation					$ 300
Verdict returned in favor of Ventas, compensatory damages			102
Provision for litigation expense						102
Payment of litigation expenses		102
Loss contingency, additional litigation provision	125								125
Number of tenants who filed complaints against Sunrise								3
Number of Sunrise subsidiaries								3
Number of filed complaints moved to District Court				1
Number of communities with filed complaints moved to District Court							4
Number of communities subject to dispute							64
Number of communities, right to terminate management contracts										27
Number of communities owned by the Company										75
Number of remaining communities leased after termination on management contracts										48
Termination of management contracts, amount Company agreed to pay										50
Termination of management contracts, working capital received by Company										9
Initial indirect leasing costs, capitalized cost of termination rights										41
Number of triple-net master leases with Emeritus											2
Number of properties leased with Emeritus Corporation											27
Fixed lease term of properties leased to Emeritus Corporation											15 years
Number of extension options with Emeritus Corporation											2
Term of Emeritus Corporation extension options											10 years
Termination of leases with tenants, payment by Company											$ 2

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011
Real estate:
Buildings and improvements	$ 10,537,484		$ 8,816,551
Development costs and construction in progress	236,864		190,590
Land	1,850,397		1,722,948
Accumulated depreciation and amortization	(1,739,718)		(1,449,579)
Net real estate	10,885,027		9,280,510
Net investment in direct financing leases	6,881,393		6,727,777
Loans receivable, net	276,030		110,253
Investments in and advances to unconsolidated joint ventures	212,213		224,052
Accounts receivable, net of allowance of $1,668 and $1,341, respectively	34,150		26,681
Cash and cash equivalents	247,673		33,506
Restricted cash	37,848		41,553
Intangible assets, net	552,701		372,390
Assets held for sale, net			106,295
Other assets, net	788,520		485,458
Total assets	19,915,555	[1]	17,408,475
LIABILITIES AND EQUITY
Bank line of credit			454,000
Term loan	222,694
Senior unsecured notes	6,712,624		5,416,063
Mortgage debt	1,676,544		1,715,039
Mortgage debt and intangible liabilities on assets held for sale, net			55,897
Other debt	81,958		87,985
Intangible liabilities, net	105,909		117,777
Accounts payable and accrued liabilities	293,994		275,478
Deferred revenue	68,055		65,614
Total liabilities	9,161,778	[2]	8,187,853
Commitments and contingencies
Preferred stock, $1.00 par value: aggregate liquidation preference of $295.5 million as of December 31, 2011			285,173
Common stock, $1.00 par value: 750,000,000 shares authorized; 453,191,321 and 408,629,444 shares issued and outstanding, respectively	453,191		408,629
Additional paid-in capital	11,180,066		9,383,536
Cumulative dividends in excess of earnings	(1,067,367)		(1,024,274)
Accumulated other comprehensive loss	(14,653)		(19,582)
Total stockholders' equity	10,551,237		9,033,482
Joint venture partners	14,752		16,971
Non-managing member unitholders	187,788		170,169
Total noncontrolling interests	202,540		187,140
Total equity	10,753,777		9,220,622
Total liabilities and equity	$ 19,915,555		$ 17,408,475

[1] The Company's consolidated total assets at December 31, 2012, include assets of certain variable interest entities ("VIEs") that can only be used to settle the liabilities of those VIEs as follows: accounts receivable, net, $1.7 million; cash and cash equivalents, $9.6 million; and other assets, net, $1.8 million. See Note 21 for additional details.

[2] The Company's consolidated total liabilities at December 31, 2012, include liabilities of certain VIEs for which the VIE creditors do not have recourse to HCP, Inc. as follows: other debt, $0.2 million; accounts payable and accrued liabilities, $14.4 million; and deferred revenue, $1.7 million. See Note 21 for additional details.

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Other Assets (Tables)

12 Months Ended

Dec. 31, 2012

Other Assets

Schedule of other assets

The Company's other assets consisted of the following (in thousands):

	December 31,
	2012		2011
Straight-line rent assets, net of allowance of $33,521 and $34,457, respectively	$	306,294	$	266,620
Marketable debt securities(1)		222,809		—
Leasing costs, net		93,763		92,288
Deferred financing costs, net		45,490		35,649
Goodwill		50,346		50,346
Marketable equity securities		24,829		17,053
Other(2)(3)		44,989		23,502
Total other assets	$	788,520	$	485,458

(1)

Represents £137.9 million of Four Seasons senior unsecured notes translated into U.S. dollars as of December 31, 2012 (see below for additional information).

(2)

Includes a $5.4 million allowance for losses related to accrued interest receivable on the Delphis loan. At both December 31, 2012 and 2011, the carrying value of interest accrued related to the Delphis loan was zero. See Note 7 for additional information about the Delphis loan and the related impairment.

(3)

At December 31, 2012, includes aggregate loan receivables of $10 million from HCP Ventures IV, LLC, an unconsolidated joint venture (see Note 8 for additional information) with an interest rate of 12% and various maturities from March 2013 to December 2013. The loans are secured by the counterparty's 80% partnership interest in the joint venture.

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Schedule III - Real Estate and Accumulated Depreciation (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Real estate:
Balances at beginning of year	$ 10,730,089	$ 9,756,927	$ 9,416,188
Acquisition of real estate and development and improvements	1,941,091	1,049,723	377,354
Disposition of real estate	(148,752)	(21,737)	(61,139)
Balances associated with changes in reporting presentation	110,195	(54,824)	24,524
Impairments	(7,878)
Balances at end of year	12,624,745	10,730,089	9,756,927
Accumulated depreciation:
Balances at beginning of year	1,449,579	1,226,122	1,015,263
Depreciation expense	302,332	294,480	254,799
Disposition of real estate	(32,942)	(5,705)	(27,123)
Balances associated with changes in reporting presentation	20,749	(65,318)	(16,817)
Balances at end of year	$ 1,739,718	$ 1,449,579	$ 1,226,122

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CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Total Stockholders' Equity	Preferred Stock	Common Stock	Additional Paid-In Capital	Cumulative Dividends In Excess Of Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Balance at Dec. 31, 2009	$ 5,958,609	$ 5,780,537	$ 285,173	$ 293,548	$ 5,719,400	$ (515,450)	$ (2,134)	$ 178,072
Balance (in shares) at Dec. 31, 2009			11,820	293,548
Increase (Decrease) in Stockholders' Equity
Net income	344,395	330,709				330,709		13,686
Other comprehensive income (losses)	(11,103)	(11,103)					(11,103)
Issuance of common stock, net	2,425,110	2,431,245		77,278	2,353,967			(6,135)
Issuance of common stock, net (in shares)				77,278
Repurchase of common stock	(4,527)	(4,527)		(154)	(4,373)
Repurchase of common stock (in shares)				(154)
Exercise of stock options	6,317	6,317		253	6,064
Exercise of stock options (in shares)				253
Amortization of deferred compensation	14,924	14,924			14,924
Preferred dividends	(21,130)	(21,130)				(21,130)
Common dividends ($2.00, $1.92 and $1.86 per share for the year ended 2012, 2011 and 2010, respectively)	(569,605)	(569,605)				(569,605)
Distributions to noncontrolling interests	(16,049)							(16,049)
Noncontrolling interests in acquisitions	10,002							10,002
Issuance of noncontrolling interests	8,395							8,395
Other	709							709
Balance at Dec. 31, 2010	8,146,047	7,957,367	285,173	370,925	8,089,982	(775,476)	(13,237)	188,680
Balance (in shares) at Dec. 31, 2010			11,820	370,925
Increase (Decrease) in Stockholders' Equity
Net income	554,494	538,891				538,891		15,603
Other comprehensive income (losses)	(6,345)	(6,345)					(6,345)
Issuance of common stock, net	1,302,008	1,305,464		36,683	1,268,781			(3,456)
Issuance of common stock, net (in shares)				36,683
Repurchase of common stock	(4,991)	(4,991)		(136)	(4,855)
Repurchase of common stock (in shares)				(136)
Exercise of stock options	30,796	30,796		1,157	29,639
Exercise of stock options (in shares)	1,157			1,157
Amortization of deferred compensation	20,034	20,034			20,034
Preferred dividends	(21,130)	(21,130)				(21,130)
Common dividends ($2.00, $1.92 and $1.86 per share for the year ended 2012, 2011 and 2010, respectively)	(766,559)	(766,559)				(766,559)
Distributions to noncontrolling interests	(15,156)							(15,156)
Noncontrolling interests in acquisitions	1,500							1,500
Issuance of noncontrolling interests	14,028							14,028
Purchase of noncontrolling interests	(34,104)	(20,045)			(20,045)			(14,059)
Balance at Dec. 31, 2011	9,220,622	9,033,482	285,173	408,629	9,383,536	(1,024,274)	(19,582)	187,140
Balance (in shares) at Dec. 31, 2011			11,820	408,629
Increase (Decrease) in Stockholders' Equity
Net income	846,842	832,540				832,540		14,302
Other comprehensive income (losses)	4,929	4,929					4,929
Preferred stock redemption	(295,500)	(295,500)	(285,173)			(10,327)
Preferred stock redemption (in shares)			11,820
Issuance of common stock, net	1,756,796	1,781,825		42,468	1,739,357			(25,029)
Issuance of common stock, net (in shares)				42,468
Repurchase of common stock	(15,632)	(15,632)		(361)	(15,271)
Repurchase of common stock (in shares)				(361)
Exercise of stock options	51,622	51,622		2,455	49,167
Exercise of stock options (in shares)	2,455			2,455
Amortization of deferred compensation	23,277	23,277			23,277
Preferred dividends	(6,679)	(6,679)				(6,679)
Common dividends ($2.00, $1.92 and $1.86 per share for the year ended 2012, 2011 and 2010, respectively)	(858,627)	(858,627)				(858,627)
Distributions to noncontrolling interests	(15,631)							(15,631)
Noncontrolling interests in acquisitions	42,734							42,734
Issuance of noncontrolling interests	1,584							1,584
Purchase of noncontrolling interests	(2,560)							(2,560)
Balance at Dec. 31, 2012	$ 10,753,777	$ 10,551,237		$ 453,191	$ 11,180,066	$ (1,067,367)	$ (14,653)	$ 202,540
Balance (in shares) at Dec. 31, 2012				453,191

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Schedule III - Real Estate and Accumulated Depreciation (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	$ 1,676,544
Initial Cost to Company
Land	1,844,818
Buildings and Improvements	10,014,559
Costs Capitalized Subsequent to Acquisition	908,059
Gross Amount at Which Carried As of Year End
Land	1,850,397
Buildings and Improvements	10,774,348
Total	12,624,745
Accumulated Depreciation	(1,739,718)
Continuing operations properties
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,676,544
Initial Cost to Company
Land	1,844,818
Buildings and Improvements	10,011,830
Costs Capitalized Subsequent to Acquisition	904,045
Gross Amount at Which Carried As of Year End
Land	1,850,397
Buildings and Improvements	10,771,168
Total	12,621,565
Accumulated Depreciation	(1,737,429)
Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,294,357
Initial Cost to Company
Land	619,716
Buildings and Improvements	5,074,654
Costs Capitalized Subsequent to Acquisition	87,650
Gross Amount at Which Carried As of Year End
Land	621,354
Buildings and Improvements	5,081,517
Total	5,702,871
Accumulated Depreciation	(605,972)
Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	62,155
Initial Cost to Company
Land	935,828
Buildings and Improvements	2,197,732
Costs Capitalized Subsequent to Acquisition	457,086
Gross Amount at Which Carried As of Year End
Land	937,148
Buildings and Improvements	2,650,293
Total	3,587,441
Accumulated Depreciation	(370,208)
Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	320,032
Initial Cost to Company
Land	192,906
Buildings and Improvements	1,989,115
Costs Capitalized Subsequent to Acquisition	313,338
Gross Amount at Which Carried As of Year End
Land	195,525
Buildings and Improvements	2,255,103
Total	2,450,628
Accumulated Depreciation	(506,859)
Post-acute/skilled nursing
Initial Cost to Company
Land	16,696
Buildings and Improvements	196,869
Costs Capitalized Subsequent to Acquisition	23,500
Gross Amount at Which Carried As of Year End
Land	16,698
Buildings and Improvements	213,721
Total	230,419
Accumulated Depreciation	(86,962)
Hospital
Initial Cost to Company
Land	79,672
Buildings and Improvements	553,460
Costs Capitalized Subsequent to Acquisition	22,471
Gross Amount at Which Carried As of Year End
Land	79,672
Buildings and Improvements	570,534
Total	650,206
Accumulated Depreciation	(167,428)
Corporate and other assets
Initial Cost to Company
Buildings and Improvements	2,729
Costs Capitalized Subsequent to Acquisition	4,014
Gross Amount at Which Carried As of Year End
Buildings and Improvements	3,180
Total	3,180
Accumulated Depreciation	(2,289)
1107 Huntsville AL | Senior housing
Initial Cost to Company
Land	307
Buildings and Improvements	5,813
Gross Amount at Which Carried As of Year End
Land	307
Buildings and Improvements	5,453
Total	5,760
Accumulated Depreciation	(852)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1154 Little Rock AR | Senior housing
Initial Cost to Company
Land	1,922
Buildings and Improvements	14,140
Costs Capitalized Subsequent to Acquisition	445
Gross Amount at Which Carried As of Year End
Land	2,046
Buildings and Improvements	13,967
Total	16,013
Accumulated Depreciation	(2,203)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
786 Douglas AZ | Senior housing
Initial Cost to Company
Land	110
Buildings and Improvements	703
Gross Amount at Which Carried As of Year End
Land	110
Buildings and Improvements	703
Total	813
Accumulated Depreciation	(265)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2087 Prescott AZ | Senior housing
Initial Cost to Company
Land	1,803
Buildings and Improvements	8,134
Gross Amount at Which Carried As of Year End
Land	1,803
Buildings and Improvements	8,134
Total	9,937
Accumulated Depreciation	(51)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1974 Sun City AZ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	33,024
Initial Cost to Company
Land	2,640
Buildings and Improvements	33,223
Costs Capitalized Subsequent to Acquisition	236
Gross Amount at Which Carried As of Year End
Land	2,640
Buildings and Improvements	33,458
Total	36,098
Accumulated Depreciation	(2,563)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
518 Tucson AZ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	31,983
Initial Cost to Company
Land	2,350
Buildings and Improvements	24,037
Gross Amount at Which Carried As of Year End
Land	2,350
Buildings and Improvements	24,037
Total	26,387
Accumulated Depreciation	(7,411)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1238 Beverly Hills CA | Senior housing
Initial Cost to Company
Land	9,872
Buildings and Improvements	32,590
Costs Capitalized Subsequent to Acquisition	2,123
Gross Amount at Which Carried As of Year End
Land	9,872
Buildings and Improvements	33,988
Total	43,860
Accumulated Depreciation	(5,442)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1149 Camarillo CA | Senior housing
Initial Cost to Company
Land	5,798
Buildings and Improvements	19,427
Costs Capitalized Subsequent to Acquisition	575
Gross Amount at Which Carried As of Year End
Land	5,822
Buildings and Improvements	19,202
Total	25,024
Accumulated Depreciation	(2,927)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1006 Carlsbad CA | Senior housing
Initial Cost to Company
Land	7,897
Buildings and Improvements	14,255
Costs Capitalized Subsequent to Acquisition	363
Gross Amount at Which Carried As of Year End
Land	7,897
Buildings and Improvements	13,827
Total	21,724
Accumulated Depreciation	(2,169)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
883 Carmichael CA | Senior housing
Initial Cost to Company
Land	4,270
Buildings and Improvements	13,846
Gross Amount at Which Carried As of Year End
Land	4,270
Buildings and Improvements	13,236
Total	17,506
Accumulated Depreciation	(2,013)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
851 Citrus Heights CA | Senior housing
Initial Cost to Company
Land	1,180
Buildings and Improvements	8,367
Gross Amount at Which Carried As of Year End
Land	1,180
Buildings and Improvements	8,037
Total	9,217
Accumulated Depreciation	(1,762)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
2092 Clearlake CA | Senior housing
Initial Cost to Company
Land	354
Buildings and Improvements	4,799
Gross Amount at Which Carried As of Year End
Land	354
Buildings and Improvements	4,799
Total	5,153
Accumulated Depreciation	(25)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
790 Concord CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,000
Initial Cost to Company
Land	6,010
Buildings and Improvements	39,601
Gross Amount at Which Carried As of Year End
Land	6,010
Buildings and Improvements	38,301
Total	44,311
Accumulated Depreciation	(7,085)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2181 Corona CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2
Initial Cost to Company
Land	2,719
Buildings and Improvements	10,051
Gross Amount at Which Carried As of Year End
Land	2,719
Buildings and Improvements	10,051
Total	12,770
Accumulated Depreciation	(27)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
787 Dana Point CA | Senior housing
Initial Cost to Company
Land	1,960
Buildings and Improvements	15,946
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	15,466
Total	17,426
Accumulated Depreciation	(2,867)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1152 Elk Grove CA | Senior housing
Initial Cost to Company
Land	2,235
Buildings and Improvements	6,339
Costs Capitalized Subsequent to Acquisition	262
Gross Amount at Which Carried As of Year End
Land	2,235
Buildings and Improvements	6,448
Total	8,683
Accumulated Depreciation	(973)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
798 Escondido CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,340
Initial Cost to Company
Land	5,090
Buildings and Improvements	24,253
Gross Amount at Which Carried As of Year End
Land	5,090
Buildings and Improvements	23,353
Total	28,443
Accumulated Depreciation	(4,330)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2054 Fortuna CA | Senior housing
Initial Cost to Company
Land	1,248
Buildings and Improvements	2,865
Gross Amount at Which Carried As of Year End
Land	1,248
Buildings and Improvements	2,865
Total	4,113
Accumulated Depreciation	(18)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2079 Fortuna CA | Senior housing
Initial Cost to Company
Land	1,346
Buildings and Improvements	11,856
Gross Amount at Which Carried As of Year End
Land	1,346
Buildings and Improvements	11,856
Total	13,202
Accumulated Depreciation	(57)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
791 Fremont CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,059
Initial Cost to Company
Land	2,360
Buildings and Improvements	11,672
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	11,192
Total	13,552
Accumulated Depreciation	(2,075)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1965 Fresno CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	22,909
Initial Cost to Company
Land	1,730
Buildings and Improvements	31,918
Costs Capitalized Subsequent to Acquisition	1,424
Gross Amount at Which Carried As of Year End
Land	1,730
Buildings and Improvements	33,342
Total	35,072
Accumulated Depreciation	(2,402)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
788 Granada Hills CA | Senior housing
Initial Cost to Company
Land	2,200
Buildings and Improvements	18,257
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	17,637
Total	19,837
Accumulated Depreciation	(3,270)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1156 Hemet CA | Senior housing
Initial Cost to Company
Land	1,270
Buildings and Improvements	5,966
Costs Capitalized Subsequent to Acquisition	214
Gross Amount at Which Carried As of Year End
Land	1,271
Buildings and Improvements	5,933
Total	7,204
Accumulated Depreciation	(906)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
856 Irvine CA | Senior housing
Initial Cost to Company
Land	8,220
Buildings and Improvements	14,104
Gross Amount at Which Carried As of Year End
Land	8,220
Buildings and Improvements	13,564
Total	21,784
Accumulated Depreciation	(1,934)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
227 Lodi CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,880
Initial Cost to Company
Land	732
Buildings and Improvements	5,453
Gross Amount at Which Carried As of Year End
Land	732
Buildings and Improvements	5,453
Total	6,185
Accumulated Depreciation	(2,228)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
226 Murietta CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,967
Initial Cost to Company
Land	435
Buildings and Improvements	5,729
Gross Amount at Which Carried As of Year End
Land	435
Buildings and Improvements	5,729
Total	6,164
Accumulated Depreciation	(2,274)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1165 Northridge CA | Senior housing
Initial Cost to Company
Land	6,718
Buildings and Improvements	26,309
Costs Capitalized Subsequent to Acquisition	549
Gross Amount at Which Carried As of Year End
Land	6,752
Buildings and Improvements	26,015
Total	32,767
Accumulated Depreciation	(4,001)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1561 Orangevale CA | Senior housing
Initial Cost to Company
Land	2,160
Buildings and Improvements	8,522
Costs Capitalized Subsequent to Acquisition	1,000
Gross Amount at Which Carried As of Year End
Land	2,160
Buildings and Improvements	9,522
Total	11,682
Accumulated Depreciation	(1,906)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1168 Palm Springs CA | Senior housing
Initial Cost to Company
Land	1,005
Buildings and Improvements	5,183
Costs Capitalized Subsequent to Acquisition	396
Gross Amount at Which Carried As of Year End
Land	1,005
Buildings and Improvements	5,217
Total	6,222
Accumulated Depreciation	(770)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
789 Pleasant Hill CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,270
Initial Cost to Company
Land	2,480
Buildings and Improvements	21,333
Gross Amount at Which Carried As of Year End
Land	2,480
Buildings and Improvements	20,633
Total	23,113
Accumulated Depreciation	(3,826)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1166 Rancho Mirage CA | Senior housing
Initial Cost to Company
Land	1,798
Buildings and Improvements	24,053
Costs Capitalized Subsequent to Acquisition	475
Gross Amount at Which Carried As of Year End
Land	1,812
Buildings and Improvements	23,600
Total	25,412
Accumulated Depreciation	(3,628)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2065 Roseville CA | Senior housing
Initial Cost to Company
Land	692
Buildings and Improvements	21,662
Gross Amount at Which Carried As of Year End
Land	692
Buildings and Improvements	21,662
Total	22,354
Accumulated Depreciation	(94)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1008 San Diego CA | Senior housing
Initial Cost to Company
Land	6,384
Buildings and Improvements	32,072
Costs Capitalized Subsequent to Acquisition	222
Gross Amount at Which Carried As of Year End
Land	6,384
Buildings and Improvements	31,191
Total	37,575
Accumulated Depreciation	(4,901)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1007 San Dimas CA | Senior housing
Initial Cost to Company
Land	5,628
Buildings and Improvements	31,374
Costs Capitalized Subsequent to Acquisition	208
Gross Amount at Which Carried As of Year End
Land	5,630
Buildings and Improvements	30,786
Total	36,416
Accumulated Depreciation	(4,835)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1009 San Juan Capistrano CA | Senior housing
Initial Cost to Company
Land	5,983
Buildings and Improvements	9,614
Costs Capitalized Subsequent to Acquisition	189
Gross Amount at Which Carried As of Year End
Land	5,983
Buildings and Improvements	9,516
Total	15,499
Accumulated Depreciation	(1,507)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1167 Santa Rosa CA | Senior housing
Initial Cost to Company
Land	3,582
Buildings and Improvements	21,113
Costs Capitalized Subsequent to Acquisition	665
Gross Amount at Which Carried As of Year End
Land	3,627
Buildings and Improvements	20,964
Total	24,591
Accumulated Depreciation	(3,196)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
793 South San Francisco CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,449
Initial Cost to Company
Land	3,000
Buildings and Improvements	16,586
Gross Amount at Which Carried As of Year End
Land	3,000
Buildings and Improvements	16,056
Total	19,056
Accumulated Depreciation	(2,970)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1966 Sun City CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,343
Initial Cost to Company
Land	2,650
Buildings and Improvements	22,709
Costs Capitalized Subsequent to Acquisition	857
Gross Amount at Which Carried As of Year End
Land	2,650
Buildings and Improvements	23,567
Total	26,217
Accumulated Depreciation	(1,938)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
792 Ventura CA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,873
Initial Cost to Company
Land	2,030
Buildings and Improvements	17,379
Gross Amount at Which Carried As of Year End
Land	2,030
Buildings and Improvements	16,749
Total	18,779
Accumulated Depreciation	(3,106)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1155 Yorba Linda CA | Senior housing
Initial Cost to Company
Land	4,968
Buildings and Improvements	19,290
Costs Capitalized Subsequent to Acquisition	308
Gross Amount at Which Carried As of Year End
Land	5,030
Buildings and Improvements	18,740
Total	23,770
Accumulated Depreciation	(2,896)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2055 Yreka CA | Senior housing
Initial Cost to Company
Land	565
Buildings and Improvements	9,184
Gross Amount at Which Carried As of Year End
Land	565
Buildings and Improvements	9,184
Total	9,749
Accumulated Depreciation	(49)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1232 Colorado Springs CO | Senior housing
Initial Cost to Company
Land	1,910
Buildings and Improvements	24,479
Costs Capitalized Subsequent to Acquisition	400
Gross Amount at Which Carried As of Year End
Land	1,910
Buildings and Improvements	23,915
Total	25,825
Accumulated Depreciation	(3,689)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
512 Denver CO | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	49,164
Initial Cost to Company
Land	2,810
Buildings and Improvements	36,021
Costs Capitalized Subsequent to Acquisition	1,885
Gross Amount at Which Carried As of Year End
Land	2,810
Buildings and Improvements	37,906
Total	40,716
Accumulated Depreciation	(11,177)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1233 Denver CO | Senior housing
Initial Cost to Company
Land	2,511
Buildings and Improvements	30,641
Costs Capitalized Subsequent to Acquisition	342
Gross Amount at Which Carried As of Year End
Land	2,528
Buildings and Improvements	30,163
Total	32,691
Accumulated Depreciation	(4,696)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2146 Denver CO | Senior housing
Initial Cost to Company
Land	875
Buildings and Improvements	5,693
Gross Amount at Which Carried As of Year End
Land	875
Buildings and Improvements	5,693
Total	6,568
Accumulated Depreciation	(33)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1000 Greenwood Village CO | Senior housing
Initial Cost to Company
Land	3,367
Buildings and Improvements	43,610
Gross Amount at Which Carried As of Year End
Land	3,367
Buildings and Improvements	42,814
Total	46,181
Accumulated Depreciation	(6,037)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1234 Lakewood CO | Senior housing
Initial Cost to Company
Land	3,012
Buildings and Improvements	31,913
Costs Capitalized Subsequent to Acquisition	321
Gross Amount at Which Carried As of Year End
Land	3,012
Buildings and Improvements	31,437
Total	34,449
Accumulated Depreciation	(4,870)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2091 Montrose CO | Senior housing
Initial Cost to Company
Land	1,378
Buildings and Improvements	23,924
Gross Amount at Which Carried As of Year End
Land	1,378
Buildings and Improvements	23,924
Total	25,302
Accumulated Depreciation	(105)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2085 Glastonbury CT | Senior housing
Initial Cost to Company
Land	3,743
Buildings and Improvements	9,766
Gross Amount at Which Carried As of Year End
Land	3,743
Buildings and Improvements	9,766
Total	13,509
Accumulated Depreciation	(55)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2144 Glastonbury CT | Senior housing
Initial Cost to Company
Land	2,258
Buildings and Improvements	15,446
Gross Amount at Which Carried As of Year End
Land	2,258
Buildings and Improvements	15,446
Total	17,704
Accumulated Depreciation	(78)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
730 Torrington CT | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,460
Initial Cost to Company
Land	166
Buildings and Improvements	11,001
Gross Amount at Which Carried As of Year End
Land	166
Buildings and Improvements	10,591
Total	10,757
Accumulated Depreciation	(2,030)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1010 Woodbridge CT | Senior housing
Initial Cost to Company
Land	2,352
Buildings and Improvements	9,929
Costs Capitalized Subsequent to Acquisition	224
Gross Amount at Which Carried As of Year End
Land	2,363
Buildings and Improvements	9,680
Total	12,043
Accumulated Depreciation	(1,540)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
538 Altamonte Springs FL | Senior housing
Initial Cost to Company
Land	1,530
Buildings and Improvements	7,956
Gross Amount at Which Carried As of Year End
Land	1,530
Buildings and Improvements	7,136
Total	8,666
Accumulated Depreciation	(1,783)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
861 Apopka FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,816
Initial Cost to Company
Land	920
Buildings and Improvements	4,816
Gross Amount at Which Carried As of Year End
Land	920
Buildings and Improvements	4,716
Total	5,636
Accumulated Depreciation	(842)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
852 Boca Raton FL | Senior housing
Initial Cost to Company
Land	4,730
Buildings and Improvements	17,532
Costs Capitalized Subsequent to Acquisition	2,605
Gross Amount at Which Carried As of Year End
Land	4,730
Buildings and Improvements	19,727
Total	24,457
Accumulated Depreciation	(3,982)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1001 Boca Raton FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,523
Initial Cost to Company
Land	2,415
Buildings and Improvements	17,923
Gross Amount at Which Carried As of Year End
Land	2,415
Buildings and Improvements	17,561
Total	19,976
Accumulated Depreciation	(2,476)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
544 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,950
Initial Cost to Company
Land	1,270
Buildings and Improvements	4,773
Gross Amount at Which Carried As of Year End
Land	1,270
Buildings and Improvements	4,773
Total	6,043
Accumulated Depreciation	(1,173)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1963 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	34,037
Initial Cost to Company
Land	2,550
Buildings and Improvements	31,521
Costs Capitalized Subsequent to Acquisition	37
Gross Amount at Which Carried As of Year End
Land	2,550
Buildings and Improvements	31,558
Total	34,108
Accumulated Depreciation	(2,444)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1964 Boynton Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,765
Initial Cost to Company
Land	570
Buildings and Improvements	5,649
Costs Capitalized Subsequent to Acquisition	359
Gross Amount at Which Carried As of Year End
Land	570
Buildings and Improvements	6,008
Total	6,578
Accumulated Depreciation	(591)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
539 Clearwater FL | Senior housing
Initial Cost to Company
Land	2,250
Buildings and Improvements	2,627
Gross Amount at Which Carried As of Year End
Land	2,250
Buildings and Improvements	2,627
Total	4,877
Accumulated Depreciation	(656)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
746 Clearwater FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,557
Initial Cost to Company
Land	3,856
Buildings and Improvements	12,176
Gross Amount at Which Carried As of Year End
Land	3,856
Buildings and Improvements	11,321
Total	15,177
Accumulated Depreciation	(3,079)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
862 Clermont FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,236
Initial Cost to Company
Land	440
Buildings and Improvements	6,518
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	6,418
Total	6,858
Accumulated Depreciation	(1,146)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1002 Coconut Creek FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,779
Initial Cost to Company
Land	2,461
Buildings and Improvements	16,006
Gross Amount at Which Carried As of Year End
Land	2,461
Buildings and Improvements	15,620
Total	18,081
Accumulated Depreciation	(2,203)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
492 Delray Beach FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,316
Initial Cost to Company
Land	850
Buildings and Improvements	6,637
Gross Amount at Which Carried As of Year End
Land	850
Buildings and Improvements	6,637
Total	7,487
Accumulated Depreciation	(1,459)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
850 Gainesville FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,941
Initial Cost to Company
Land	1,020
Buildings and Improvements	13,490
Gross Amount at Which Carried As of Year End
Land	1,020
Buildings and Improvements	13,090
Total	14,110
Accumulated Depreciation	(2,154)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1095 Gainesville FL | Senior housing
Initial Cost to Company
Land	1,221
Buildings and Improvements	12,226
Gross Amount at Which Carried As of Year End
Land	1,221
Buildings and Improvements	12,001
Total	13,222
Accumulated Depreciation	(1,875)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
490 Jacksonville FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	43,756
Initial Cost to Company
Land	3,250
Buildings and Improvements	25,936
Costs Capitalized Subsequent to Acquisition	1,539
Gross Amount at Which Carried As of Year End
Land	3,250
Buildings and Improvements	27,475
Total	30,725
Accumulated Depreciation	(7,966)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1096 Jacksonville FL | Senior housing
Initial Cost to Company
Land	1,587
Buildings and Improvements	15,616
Gross Amount at Which Carried As of Year End
Land	1,587
Buildings and Improvements	15,298
Total	16,885
Accumulated Depreciation	(2,390)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
855 Lantana FL | Senior housing
Initial Cost to Company
Land	3,520
Buildings and Improvements	26,452
Gross Amount at Which Carried As of Year End
Land	3,520
Buildings and Improvements	25,652
Total	29,172
Accumulated Depreciation	(5,487)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1968 Largo FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	59,700
Initial Cost to Company
Land	2,920
Buildings and Improvements	64,989
Costs Capitalized Subsequent to Acquisition	840
Gross Amount at Which Carried As of Year End
Land	2,920
Buildings and Improvements	65,829
Total	68,749
Accumulated Depreciation	(5,108)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
731 Ocoee FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	16,331
Initial Cost to Company
Land	2,096
Buildings and Improvements	9,322
Gross Amount at Which Carried As of Year End
Land	2,096
Buildings and Improvements	8,801
Total	10,897
Accumulated Depreciation	(1,687)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
859 Oviedo FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,491
Initial Cost to Company
Land	670
Buildings and Improvements	8,071
Gross Amount at Which Carried As of Year End
Land	670
Buildings and Improvements	7,971
Total	8,641
Accumulated Depreciation	(1,423)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1970 Palm Beach Gardens FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	32,875
Initial Cost to Company
Land	4,820
Buildings and Improvements	26,572
Costs Capitalized Subsequent to Acquisition	5,471
Gross Amount at Which Carried As of Year End
Land	4,820
Buildings and Improvements	32,043
Total	36,863
Accumulated Depreciation	(2,283)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1017 Palm Harbor FL | Senior housing
Initial Cost to Company
Land	1,462
Buildings and Improvements	16,774
Costs Capitalized Subsequent to Acquisition	500
Gross Amount at Which Carried As of Year End
Land	1,462
Buildings and Improvements	16,888
Total	18,350
Accumulated Depreciation	(2,669)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
190 Pinellas Park FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,927
Initial Cost to Company
Land	480
Buildings and Improvements	3,911
Gross Amount at Which Carried As of Year End
Land	480
Buildings and Improvements	3,911
Total	4,391
Accumulated Depreciation	(1,872)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
732 Port Orange FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,242
Initial Cost to Company
Land	2,340
Buildings and Improvements	9,898
Gross Amount at Which Carried As of Year End
Land	2,340
Buildings and Improvements	9,377
Total	11,717
Accumulated Depreciation	(1,797)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1971 Sarasota FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	27,525
Initial Cost to Company
Land	3,050
Buildings and Improvements	29,516
Costs Capitalized Subsequent to Acquisition	393
Gross Amount at Which Carried As of Year End
Land	3,050
Buildings and Improvements	29,908
Total	32,958
Accumulated Depreciation	(2,256)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
802 St. Augustine FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,626
Initial Cost to Company
Land	830
Buildings and Improvements	11,627
Gross Amount at Which Carried As of Year End
Land	830
Buildings and Improvements	11,227
Total	12,057
Accumulated Depreciation	(2,352)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
692 Sun City Center FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,746
Initial Cost to Company
Land	510
Buildings and Improvements	6,120
Gross Amount at Which Carried As of Year End
Land	510
Buildings and Improvements	5,865
Total	6,375
Accumulated Depreciation	(1,424)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
698 Sun City Center FL | Senior housing
Initial Cost to Company
Land	3,466
Buildings and Improvements	70,810
Gross Amount at Which Carried As of Year End
Land	3,466
Buildings and Improvements	69,750
Total	73,216
Accumulated Depreciation	(16,891)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1097 Tallahassee FL | Senior housing
Initial Cost to Company
Land	1,331
Buildings and Improvements	19,039
Gross Amount at Which Carried As of Year End
Land	1,331
Buildings and Improvements	18,695
Total	20,026
Accumulated Depreciation	(2,921)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
224 Tampa FL | Senior housing
Initial Cost to Company
Land	600
Buildings and Improvements	5,566
Costs Capitalized Subsequent to Acquisition	686
Gross Amount at Which Carried As of Year End
Land	696
Buildings and Improvements	6,155
Total	6,851
Accumulated Depreciation	(1,910)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
849 Tampa FL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,036
Initial Cost to Company
Land	800
Buildings and Improvements	11,340
Gross Amount at Which Carried As of Year End
Land	800
Buildings and Improvements	10,940
Total	11,740
Accumulated Depreciation	(1,800)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1257 Vero Beach FL | Senior housing
Initial Cost to Company
Land	2,035
Buildings and Improvements	34,993
Costs Capitalized Subsequent to Acquisition	201
Gross Amount at Which Carried As of Year End
Land	2,035
Buildings and Improvements	33,634
Total	35,669
Accumulated Depreciation	(5,252)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1605 Vero Beach FL | Senior housing
Initial Cost to Company
Land	700
Buildings and Improvements	16,234
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	16,234
Total	16,934
Accumulated Depreciation	(1,185)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1976 West Palm Beach FL | Senior housing
Initial Cost to Company
Land	390
Buildings and Improvements	2,241
Costs Capitalized Subsequent to Acquisition	73
Gross Amount at Which Carried As of Year End
Land	390
Buildings and Improvements	2,315
Total	2,705
Accumulated Depreciation	(206)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1098 Alpharetta GA | Senior housing
Initial Cost to Company
Land	793
Buildings and Improvements	8,761
Costs Capitalized Subsequent to Acquisition	342
Gross Amount at Which Carried As of Year End
Land	793
Buildings and Improvements	8,817
Total	9,610
Accumulated Depreciation	(1,387)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1099 Atlanta GA | Senior housing
Initial Cost to Company
Land	687
Buildings and Improvements	5,507
Costs Capitalized Subsequent to Acquisition	370
Gross Amount at Which Carried As of Year End
Land	687
Buildings and Improvements	5,477
Total	6,164
Accumulated Depreciation	(869)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1169 Atlanta GA | Senior housing
Initial Cost to Company
Land	2,665
Buildings and Improvements	5,911
Costs Capitalized Subsequent to Acquisition	455
Gross Amount at Which Carried As of Year End
Land	2,669
Buildings and Improvements	6,092
Total	8,761
Accumulated Depreciation	(894)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2108 Buford GA | Senior housing
Initial Cost to Company
Land	706
Buildings and Improvements	3,460
Gross Amount at Which Carried As of Year End
Land	706
Buildings and Improvements	3,460
Total	4,166
Accumulated Depreciation	(20)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2109 Buford GA | Senior housing
Initial Cost to Company
Land	1,217
Buildings and Improvements	2,461
Gross Amount at Which Carried As of Year End
Land	1,217
Buildings and Improvements	2,461
Total	3,678
Accumulated Depreciation	(16)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2123 Buford GA | Senior housing
Initial Cost to Company
Land	1,987
Buildings and Improvements	6,561
Gross Amount at Which Carried As of Year End
Land	1,987
Buildings and Improvements	6,561
Total	8,548
Accumulated Depreciation	(38)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2053 Canton GA | Senior housing
Initial Cost to Company
Land	613
Buildings and Improvements	17,676
Gross Amount at Which Carried As of Year End
Land	613
Buildings and Improvements	17,676
Total	18,289
Accumulated Depreciation	(72)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2155 Commerce GA | Senior housing
Initial Cost to Company
Land	537
Buildings and Improvements	8,428
Gross Amount at Which Carried As of Year End
Land	537
Buildings and Improvements	8,428
Total	8,965
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2165 Hartwell GA | Senior housing
Initial Cost to Company
Land	212
Buildings and Improvements	6,493
Gross Amount at Which Carried As of Year End
Land	212
Buildings and Improvements	6,493
Total	6,705
Accumulated Depreciation	(30)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2066 Lawrenceville GA | Senior housing
Initial Cost to Company
Land	774
Buildings and Improvements	2,476
Gross Amount at Which Carried As of Year End
Land	774
Buildings and Improvements	2,476
Total	3,250
Accumulated Depreciation	(19)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1241 Lilburn GA | Senior housing
Initial Cost to Company
Land	907
Buildings and Improvements	17,340
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Land	907
Buildings and Improvements	16,791
Total	17,698
Accumulated Depreciation	(2,625)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2167 Lithia Springs GA | Senior housing
Initial Cost to Company
Land	1,031
Buildings and Improvements	6,954
Gross Amount at Which Carried As of Year End
Land	1,031
Buildings and Improvements	6,954
Total	7,985
Accumulated Depreciation	(40)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2105 Macon GA | Senior housing
Initial Cost to Company
Land	547
Buildings and Improvements	11,157
Gross Amount at Which Carried As of Year End
Land	547
Buildings and Improvements	11,157
Total	11,704
Accumulated Depreciation	(47)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1112 Marietta GA | Senior housing
Initial Cost to Company
Land	894
Buildings and Improvements	6,944
Costs Capitalized Subsequent to Acquisition	440
Gross Amount at Which Carried As of Year End
Land	904
Buildings and Improvements	7,108
Total	8,012
Accumulated Depreciation	(1,118)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2156 Marietta GA | Senior housing
Initial Cost to Company
Land	987
Buildings and Improvements	4,818
Gross Amount at Which Carried As of Year End
Land	987
Buildings and Improvements	4,818
Total	5,805
Accumulated Depreciation	(28)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2086 Newnan GA | Senior housing
Initial Cost to Company
Land	1,424
Buildings and Improvements	4,005
Gross Amount at Which Carried As of Year End
Land	1,424
Buildings and Improvements	4,005
Total	5,429
Accumulated Depreciation	(29)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2147 Stone Mountain GA | Senior housing
Initial Cost to Company
Land	400
Buildings and Improvements	3,046
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	3,046
Total	3,446
Accumulated Depreciation	(17)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2118 Woodstock GA | Senior housing
Initial Cost to Company
Land	764
Buildings and Improvements	7,334
Gross Amount at Which Carried As of Year End
Land	764
Buildings and Improvements	7,334
Total	8,098
Accumulated Depreciation	(36)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2157 Woodstock GA | Senior housing
Initial Cost to Company
Land	1,926
Buildings and Improvements	12,757
Gross Amount at Which Carried As of Year End
Land	1,926
Buildings and Improvements	12,757
Total	14,683
Accumulated Depreciation	(62)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1088 Davenport IA | Senior housing
Initial Cost to Company
Land	511
Buildings and Improvements	8,039
Gross Amount at Which Carried As of Year End
Land	511
Buildings and Improvements	7,868
Total	8,379
Accumulated Depreciation	(1,229)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1093 Marion IA | Senior housing
Initial Cost to Company
Land	502
Buildings and Improvements	6,865
Gross Amount at Which Carried As of Year End
Land	502
Buildings and Improvements	6,713
Total	7,215
Accumulated Depreciation	(1,049)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2166 Sioux City IA | Senior housing
Initial Cost to Company
Land	197
Buildings and Improvements	8,078
Gross Amount at Which Carried As of Year End
Land	197
Buildings and Improvements	8,078
Total	8,275
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1091 Bloomington IL | Senior housing
Initial Cost to Company
Land	798
Buildings and Improvements	13,091
Gross Amount at Which Carried As of Year End
Land	798
Buildings and Improvements	12,832
Total	13,630
Accumulated Depreciation	(2,005)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1587 Burr Ridge IL | Senior housing
Initial Cost to Company
Land	2,640
Buildings and Improvements	23,902
Costs Capitalized Subsequent to Acquisition	912
Gross Amount at Which Carried As of Year End
Land	2,704
Buildings and Improvements	24,749
Total	27,453
Accumulated Depreciation	(2,934)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
1089 Champaign IL | Senior housing
Initial Cost to Company
Land	101
Buildings and Improvements	4,207
Costs Capitalized Subsequent to Acquisition	1,592
Gross Amount at Which Carried As of Year End
Land	279
Buildings and Improvements	5,463
Total	5,742
Accumulated Depreciation	(710)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1157 Hoffman Estates IL | Senior housing
Initial Cost to Company
Land	1,701
Buildings and Improvements	12,037
Costs Capitalized Subsequent to Acquisition	244
Gross Amount at Which Carried As of Year End
Land	1,704
Buildings and Improvements	11,695
Total	13,399
Accumulated Depreciation	(1,826)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1090 Macomb IL | Senior housing
Initial Cost to Company
Land	81
Buildings and Improvements	6,062
Gross Amount at Which Carried As of Year End
Land	81
Buildings and Improvements	5,905
Total	5,986
Accumulated Depreciation	(923)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1143 Mt. Vernon IL | Senior housing
Initial Cost to Company
Land	296
Buildings and Improvements	15,935
Costs Capitalized Subsequent to Acquisition	3,562
Gross Amount at Which Carried As of Year End
Land	512
Buildings and Improvements	18,949
Total	19,461
Accumulated Depreciation	(2,654)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1969 Niles IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	31,508
Initial Cost to Company
Land	3,790
Buildings and Improvements	32,912
Costs Capitalized Subsequent to Acquisition	926
Gross Amount at Which Carried As of Year End
Land	3,790
Buildings and Improvements	33,838
Total	37,628
Accumulated Depreciation	(2,668)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1005 Oak Park IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,989
Initial Cost to Company
Land	3,476
Buildings and Improvements	35,259
Gross Amount at Which Carried As of Year End
Land	3,476
Buildings and Improvements	34,713
Total	38,189
Accumulated Depreciation	(4,895)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1961 Olympia Fields IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	35,605
Initial Cost to Company
Land	4,120
Buildings and Improvements	29,400
Costs Capitalized Subsequent to Acquisition	410
Gross Amount at Which Carried As of Year End
Land	4,120
Buildings and Improvements	29,810
Total	33,930
Accumulated Depreciation	(2,328)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1162 Orland Park IL | Senior housing
Initial Cost to Company
Land	2,623
Buildings and Improvements	23,154
Costs Capitalized Subsequent to Acquisition	224
Gross Amount at Which Carried As of Year End
Land	2,623
Buildings and Improvements	22,748
Total	25,371
Accumulated Depreciation	(3,529)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1092 Peoria IL | Senior housing
Initial Cost to Company
Land	404
Buildings and Improvements	10,050
Gross Amount at Which Carried As of Year End
Land	404
Buildings and Improvements	9,840
Total	10,244
Accumulated Depreciation	(1,538)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1588 Prospect Heights IL | Senior housing
Initial Cost to Company
Land	2,680
Buildings and Improvements	20,299
Costs Capitalized Subsequent to Acquisition	953
Gross Amount at Which Carried As of Year End
Land	2,725
Buildings and Improvements	21,208
Total	23,933
Accumulated Depreciation	(2,576)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
1952 Vernon Hills IL | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	52,252
Initial Cost to Company
Land	4,900
Buildings and Improvements	45,854
Costs Capitalized Subsequent to Acquisition	336
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	46,190
Total	51,090
Accumulated Depreciation	(3,492)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1237 Wilmette IL | Senior housing
Initial Cost to Company
Land	1,100
Buildings and Improvements	9,373
Gross Amount at Which Carried As of Year End
Land	1,100
Buildings and Improvements	9,149
Total	10,249
Accumulated Depreciation	(1,430)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
379 Evansville IN | Senior housing
Initial Cost to Company
Land	500
Buildings and Improvements	9,302
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	7,762
Total	8,262
Accumulated Depreciation	(2,256)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1144 Indianapolis IN | Senior housing
Initial Cost to Company
Land	1,197
Buildings and Improvements	7,718
Gross Amount at Which Carried As of Year End
Land	1,197
Buildings and Improvements	7,486
Total	8,683
Accumulated Depreciation	(1,170)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1145 Indianapolis IN | Senior housing
Initial Cost to Company
Land	1,144
Buildings and Improvements	8,261
Costs Capitalized Subsequent to Acquisition	7,371
Gross Amount at Which Carried As of Year End
Land	1,144
Buildings and Improvements	15,399
Total	16,543
Accumulated Depreciation	(1,997)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
457 Jasper IN | Senior housing
Initial Cost to Company
Land	165
Buildings and Improvements	5,952
Costs Capitalized Subsequent to Acquisition	359
Gross Amount at Which Carried As of Year End
Land	165
Buildings and Improvements	6,311
Total	6,476
Accumulated Depreciation	(2,081)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2047 Kokomo IN | Senior housing
Initial Cost to Company
Land	296
Buildings and Improvements	3,245
Gross Amount at Which Carried As of Year End
Land	296
Buildings and Improvements	3,245
Total	3,541
Accumulated Depreciation	(93)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1146 West Lafayette IN | Senior housing
Initial Cost to Company
Land	813
Buildings and Improvements	10,876
Gross Amount at Which Carried As of Year End
Land	813
Buildings and Improvements	10,626
Total	11,439
Accumulated Depreciation	(1,660)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1170 Edgewood KY | Senior housing
Initial Cost to Company
Land	1,868
Buildings and Improvements	4,934
Costs Capitalized Subsequent to Acquisition	339
Gross Amount at Which Carried As of Year End
Land	1,916
Buildings and Improvements	4,796
Total	6,712
Accumulated Depreciation	(713)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
697 Lexington KY | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,010
Initial Cost to Company
Land	2,093
Buildings and Improvements	16,917
Gross Amount at Which Carried As of Year End
Land	2,093
Buildings and Improvements	16,299
Total	18,392
Accumulated Depreciation	(4,615)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1105 Louisville KY | Senior housing
Initial Cost to Company
Land	1,499
Buildings and Improvements	26,252
Costs Capitalized Subsequent to Acquisition	240
Gross Amount at Which Carried As of Year End
Land	1,513
Buildings and Improvements	25,868
Total	27,381
Accumulated Depreciation	(4,061)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2115 Murray KY | Senior housing
Initial Cost to Company
Land	480
Buildings and Improvements	7,208
Gross Amount at Which Carried As of Year End
Land	480
Buildings and Improvements	7,208
Total	7,688
Accumulated Depreciation	(40)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2135 Paducah KY | Senior housing
Initial Cost to Company
Land	621
Buildings and Improvements	16,768
Gross Amount at Which Carried As of Year End
Land	621
Buildings and Improvements	16,768
Total	17,389
Accumulated Depreciation	(68)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
1013 Danvers MA | Senior housing
Initial Cost to Company
Land	4,616
Buildings and Improvements	30,692
Costs Capitalized Subsequent to Acquisition	243
Gross Amount at Which Carried As of Year End
Land	4,621
Buildings and Improvements	30,344
Total	34,965
Accumulated Depreciation	(4,772)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1151 Dartmouth MA | Senior housing
Initial Cost to Company
Land	3,145
Buildings and Improvements	6,880
Costs Capitalized Subsequent to Acquisition	516
Gross Amount at Which Carried As of Year End
Land	3,176
Buildings and Improvements	7,117
Total	10,293
Accumulated Depreciation	(1,049)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1012 Dedham MA | Senior housing
Initial Cost to Company
Land	3,930
Buildings and Improvements	21,340
Costs Capitalized Subsequent to Acquisition	267
Gross Amount at Which Carried As of Year End
Land	3,930
Buildings and Improvements	21,032
Total	24,962
Accumulated Depreciation	(3,297)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1158 Plymouth MA | Senior housing
Initial Cost to Company
Land	2,434
Buildings and Improvements	9,027
Costs Capitalized Subsequent to Acquisition	441
Gross Amount at Which Carried As of Year End
Land	2,438
Buildings and Improvements	8,987
Total	11,425
Accumulated Depreciation	(1,348)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1153 Baltimore MD | Senior housing
Initial Cost to Company
Land	1,684
Buildings and Improvements	18,889
Costs Capitalized Subsequent to Acquisition	380
Gross Amount at Which Carried As of Year End
Land	1,695
Buildings and Improvements	18,835
Total	20,530
Accumulated Depreciation	(2,895)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1249 Frederick MD | Senior housing
Initial Cost to Company
Land	609
Buildings and Improvements	9,158
Costs Capitalized Subsequent to Acquisition	89
Gross Amount at Which Carried As of Year End
Land	609
Buildings and Improvements	9,003
Total	9,612
Accumulated Depreciation	(1,415)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1011 Pikesville MD | Senior housing
Initial Cost to Company
Land	1,416
Buildings and Improvements	8,854
Costs Capitalized Subsequent to Acquisition	288
Gross Amount at Which Carried As of Year End
Land	1,416
Buildings and Improvements	8,681
Total	10,097
Accumulated Depreciation	(1,404)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
281 Westminster MD | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,295
Initial Cost to Company
Land	768
Buildings and Improvements	5,251
Gross Amount at Which Carried As of Year End
Land	768
Buildings and Improvements	4,853
Total	5,621
Accumulated Depreciation	(1,444)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
546 Cape Elizabeth ME | Senior housing
Initial Cost to Company
Land	630
Buildings and Improvements	3,524
Costs Capitalized Subsequent to Acquisition	93
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	3,617
Total	4,247
Accumulated Depreciation	(885)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
545 Saco ME | Senior housing
Initial Cost to Company
Land	80
Buildings and Improvements	2,363
Costs Capitalized Subsequent to Acquisition	155
Gross Amount at Which Carried As of Year End
Land	80
Buildings and Improvements	2,518
Total	2,598
Accumulated Depreciation	(612)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1258 Auburn Hills MI | Senior housing
Initial Cost to Company
Land	2,281
Buildings and Improvements	10,692
Gross Amount at Which Carried As of Year End
Land	2,281
Buildings and Improvements	10,692
Total	12,973
Accumulated Depreciation	(1,671)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1248 Farmington Hills MI | Senior housing
Initial Cost to Company
Land	1,013
Buildings and Improvements	12,119
Costs Capitalized Subsequent to Acquisition	294
Gross Amount at Which Carried As of Year End
Land	1,013
Buildings and Improvements	12,070
Total	13,083
Accumulated Depreciation	(1,910)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
696 Holland MI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	41,447
Initial Cost to Company
Land	787
Buildings and Improvements	51,410
Gross Amount at Which Carried As of Year End
Land	787
Buildings and Improvements	50,172
Total	50,959
Accumulated Depreciation	(14,243)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1094 Portage MI | Senior housing
Initial Cost to Company
Land	100
Buildings and Improvements	5,700
Costs Capitalized Subsequent to Acquisition	4,617
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	9,950
Total	10,050
Accumulated Depreciation	(1,408)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
472 Sterling Heights MI | Senior housing
Initial Cost to Company
Land	920
Buildings and Improvements	7,326
Gross Amount at Which Carried As of Year End
Land	920
Buildings and Improvements	7,326
Total	8,246
Accumulated Depreciation	(2,372)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1259 Sterling Heights MI | Senior housing
Initial Cost to Company
Land	1,593
Buildings and Improvements	11,500
Gross Amount at Which Carried As of Year End
Land	1,593
Buildings and Improvements	11,181
Total	12,774
Accumulated Depreciation	(1,747)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2143 Champlin MN | Senior housing
Initial Cost to Company
Land	1,576
Buildings and Improvements	26,725
Gross Amount at Which Carried As of Year End
Land	1,576
Buildings and Improvements	26,725
Total	28,301
Accumulated Depreciation	(111)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
1235 Des Peres MO | Senior housing
Initial Cost to Company
Land	4,361
Buildings and Improvements	20,664
Gross Amount at Which Carried As of Year End
Land	4,361
Buildings and Improvements	20,046
Total	24,407
Accumulated Depreciation	(3,132)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1236 Richmond Heights MO | Senior housing
Initial Cost to Company
Land	1,744
Buildings and Improvements	24,232
Gross Amount at Which Carried As of Year End
Land	1,744
Buildings and Improvements	23,548
Total	25,292
Accumulated Depreciation	(3,679)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
853 St. Louis MO | Senior housing
Initial Cost to Company
Land	2,500
Buildings and Improvements	20,343
Gross Amount at Which Carried As of Year End
Land	2,500
Buildings and Improvements	19,853
Total	22,353
Accumulated Depreciation	(4,357)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
2081 St. Peters | Senior housing
Initial Cost to Company
Land	1,377
Buildings and Improvements	31,508
Gross Amount at Which Carried As of Year End
Land	1,377
Buildings and Improvements	31,508
Total	32,885
Accumulated Depreciation	(154)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2074 Oxford MS | Senior housing
Initial Cost to Company
Land	2,003
Buildings and Improvements	14,140
Gross Amount at Which Carried As of Year End
Land	2,003
Buildings and Improvements	14,140
Total	16,143
Accumulated Depreciation	(65)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
842 Great Falls MT | Senior housing
Initial Cost to Company
Land	500
Buildings and Improvements	5,683
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	5,423
Total	5,923
Accumulated Depreciation	(926)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2163 Great Falls MT | Senior housing
Initial Cost to Company
Land	252
Buildings and Improvements	9,908
Gross Amount at Which Carried As of Year End
Land	252
Buildings and Improvements	9,908
Total	10,160
Accumulated Depreciation	(44)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
878 Charlotte NC | Senior housing
Initial Cost to Company
Land	710
Buildings and Improvements	9,559
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	9,159
Total	9,869
Accumulated Depreciation	(1,393)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1584 Charlotte NC | Senior housing
Initial Cost to Company
Land	2,052
Buildings and Improvements	6,529
Gross Amount at Which Carried As of Year End
Land	2,052
Buildings and Improvements	6,529
Total	8,581
Accumulated Depreciation	(637)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1119 Concord NC | Senior housing
Initial Cost to Company
Land	601
Buildings and Improvements	7,615
Costs Capitalized Subsequent to Acquisition	166
Gross Amount at Which Carried As of Year End
Land	612
Buildings and Improvements	7,546
Total	8,158
Accumulated Depreciation	(1,195)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2126 Mooresville NC | Senior housing
Initial Cost to Company
Land	1,866
Buildings and Improvements	38,289
Gross Amount at Which Carried As of Year End
Land	1,866
Buildings and Improvements	38,289
Total	40,155
Accumulated Depreciation	(151)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
1254 Raleigh NC | Senior housing
Initial Cost to Company
Land	1,191
Buildings and Improvements	11,532
Costs Capitalized Subsequent to Acquisition	54
Gross Amount at Which Carried As of Year End
Land	1,191
Buildings and Improvements	11,300
Total	12,491
Accumulated Depreciation	(1,774)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2127 Minot ND | Senior housing
Initial Cost to Company
Land	685
Buildings and Improvements	16,047
Gross Amount at Which Carried As of Year End
Land	685
Buildings and Improvements	16,047
Total	16,732
Accumulated Depreciation	(74)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2080 Kearney NE | Senior housing
Initial Cost to Company
Land	463
Buildings and Improvements	22,977
Gross Amount at Which Carried As of Year End
Land	463
Buildings and Improvements	22,977
Total	23,440
Accumulated Depreciation	(103)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2169 Lexington NE | Senior housing
Initial Cost to Company
Land	474
Buildings and Improvements	8,405
Gross Amount at Which Carried As of Year End
Land	474
Buildings and Improvements	8,405
Total	8,879
Accumulated Depreciation	(52)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2168 Mc Cook NE | Senior housing
Initial Cost to Company
Land	1,024
Buildings and Improvements	13,789
Gross Amount at Which Carried As of Year End
Land	1,024
Buildings and Improvements	13,789
Total	14,813
Accumulated Depreciation	(85)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2129 Seward NE | Senior housing
Initial Cost to Company
Land	792
Buildings and Improvements	18,276
Gross Amount at Which Carried As of Year End
Land	792
Buildings and Improvements	18,276
Total	19,068
Accumulated Depreciation	(97)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2119 Wayne NE | Senior housing
Initial Cost to Company
Land	675
Buildings and Improvements	14,283
Gross Amount at Which Carried As of Year End
Land	675
Buildings and Improvements	14,283
Total	14,958
Accumulated Depreciation	(69)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1599 Cherry Hill NJ | Senior housing
Initial Cost to Company
Land	2,420
Buildings and Improvements	11,042
Costs Capitalized Subsequent to Acquisition	1,000
Gross Amount at Which Carried As of Year End
Land	2,420
Buildings and Improvements	12,042
Total	14,462
Accumulated Depreciation	(1,399)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
1239 Cresskill NJ | Senior housing
Initial Cost to Company
Land	4,684
Buildings and Improvements	53,927
Costs Capitalized Subsequent to Acquisition	43
Gross Amount at Which Carried As of Year End
Land	4,684
Buildings and Improvements	52,984
Total	57,668
Accumulated Depreciation	(8,280)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
734 Hillsborough NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	15,778
Initial Cost to Company
Land	1,042
Buildings and Improvements	10,042
Gross Amount at Which Carried As of Year End
Land	1,042
Buildings and Improvements	9,576
Total	10,618
Accumulated Depreciation	(1,835)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1242 Madison NJ | Senior housing
Initial Cost to Company
Land	3,157
Buildings and Improvements	19,909
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	3,157
Buildings and Improvements	19,358
Total	22,515
Accumulated Depreciation	(3,028)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
733 Manahawkin NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,766
Initial Cost to Company
Land	921
Buildings and Improvements	9,927
Gross Amount at Which Carried As of Year End
Land	921
Buildings and Improvements	9,461
Total	10,382
Accumulated Depreciation	(1,813)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1014 Paramus NJ | Senior housing
Initial Cost to Company
Land	4,280
Buildings and Improvements	31,684
Costs Capitalized Subsequent to Acquisition	207
Gross Amount at Which Carried As of Year End
Land	4,280
Buildings and Improvements	31,191
Total	35,471
Accumulated Depreciation	(4,899)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1231 Saddle River NJ | Senior housing
Initial Cost to Company
Land	1,784
Buildings and Improvements	15,625
Costs Capitalized Subsequent to Acquisition	164
Gross Amount at Which Carried As of Year End
Land	1,784
Buildings and Improvements	15,345
Total	17,129
Accumulated Depreciation	(2,399)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
245 Voorhees Township NJ | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,541
Initial Cost to Company
Land	900
Buildings and Improvements	7,629
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	7,629
Total	8,529
Accumulated Depreciation	(2,299)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
213 Albuquerque NM | Senior housing
Initial Cost to Company
Land	767
Buildings and Improvements	9,324
Gross Amount at Which Carried As of Year End
Land	767
Buildings and Improvements	8,825
Total	9,592
Accumulated Depreciation	(3,059)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2120 Albuquerque NM | Senior housing
Initial Cost to Company
Land	2,129
Buildings and Improvements	8,144
Gross Amount at Which Carried As of Year End
Land	2,129
Buildings and Improvements	8,144
Total	10,273
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2161 Rio Rancho NM | Senior housing
Initial Cost to Company
Land	1,154
Buildings and Improvements	13,726
Gross Amount at Which Carried As of Year End
Land	1,154
Buildings and Improvements	13,726
Total	14,880
Accumulated Depreciation	(74)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2121 Roswell NM | Senior housing
Initial Cost to Company
Land	1,265
Buildings and Improvements	6,391
Gross Amount at Which Carried As of Year End
Land	1,265
Buildings and Improvements	6,391
Total	7,656
Accumulated Depreciation	(42)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2150 Roswell NM | Senior housing
Initial Cost to Company
Land	1,148
Buildings and Improvements	8,303
Gross Amount at Which Carried As of Year End
Land	1,148
Buildings and Improvements	8,303
Total	9,451
Accumulated Depreciation	(53)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
796 Las Vegas NV | Senior housing
Initial Cost to Company
Land	1,960
Buildings and Improvements	5,816
Gross Amount at Which Carried As of Year End
Land	1,960
Buildings and Improvements	5,426
Total	7,386
Accumulated Depreciation	(1,006)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2110 Las Vegas NV | Senior housing
Initial Cost to Company
Land	667
Buildings and Improvements	14,469
Gross Amount at Which Carried As of Year End
Land	667
Buildings and Improvements	14,469
Total	15,136
Accumulated Depreciation	(79)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1252 Brooklyn NY | Senior housing
Initial Cost to Company
Land	8,117
Buildings and Improvements	23,627
Costs Capitalized Subsequent to Acquisition	532
Gross Amount at Which Carried As of Year End
Land	8,117
Buildings and Improvements	23,582
Total	31,699
Accumulated Depreciation	(3,797)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1256 Brooklyn NY | Senior housing
Initial Cost to Company
Land	5,215
Buildings and Improvements	39,052
Costs Capitalized Subsequent to Acquisition	82
Gross Amount at Which Carried As of Year End
Land	5,215
Buildings and Improvements	38,283
Total	43,498
Accumulated Depreciation	(5,991)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2177 Clifton Park NY | Senior housing
Initial Cost to Company
Land	2,257
Buildings and Improvements	11,470
Gross Amount at Which Carried As of Year End
Land	2,257
Buildings and Improvements	11,470
Total	13,727
Accumulated Depreciation	(55)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2176 Greece NY | Senior housing
Initial Cost to Company
Land	666
Buildings and Improvements	9,569
Gross Amount at Which Carried As of Year End
Land	666
Buildings and Improvements	9,569
Total	10,235
Accumulated Depreciation	(49)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2178 Greece NY | Senior housing
Initial Cost to Company
Land	601
Buildings and Improvements	7,362
Gross Amount at Which Carried As of Year End
Land	601
Buildings and Improvements	7,362
Total	7,963
Accumulated Depreciation	(38)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2174 Orchard Park NY | Senior housing
Initial Cost to Company
Land	726
Buildings and Improvements	17,735
Gross Amount at Which Carried As of Year End
Land	726
Buildings and Improvements	17,735
Total	18,461
Accumulated Depreciation	(95)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2175 Orchard Park NY | Senior housing
Initial Cost to Company
Land	478
Buildings and Improvements	11,961
Gross Amount at Which Carried As of Year End
Land	478
Buildings and Improvements	11,961
Total	12,439
Accumulated Depreciation	(59)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
473 Cincinnati OH | Senior housing
Initial Cost to Company
Land	600
Buildings and Improvements	4,428
Gross Amount at Which Carried As of Year End
Land	600
Buildings and Improvements	4,428
Total	5,028
Accumulated Depreciation	(1,434)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
841 Columbus OH | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,480
Initial Cost to Company
Land	970
Buildings and Improvements	7,806
Costs Capitalized Subsequent to Acquisition	1,023
Gross Amount at Which Carried As of Year End
Land	970
Buildings and Improvements	8,438
Total	9,408
Accumulated Depreciation	(1,395)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
857 Fairborn OH | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,651
Initial Cost to Company
Land	810
Buildings and Improvements	8,311
Gross Amount at Which Carried As of Year End
Land	810
Buildings and Improvements	8,011
Total	8,821
Accumulated Depreciation	(1,468)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
1147 Fairborn OH | Senior housing
Initial Cost to Company
Land	298
Buildings and Improvements	10,704
Costs Capitalized Subsequent to Acquisition	3,068
Gross Amount at Which Carried As of Year End
Land	298
Buildings and Improvements	13,541
Total	13,839
Accumulated Depreciation	(1,980)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1386 Marietta OH | Senior housing
Initial Cost to Company
Land	1,069
Buildings and Improvements	11,435
Gross Amount at Which Carried As of Year End
Land	1,069
Buildings and Improvements	11,230
Total	12,299
Accumulated Depreciation	(1,545)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1253 Poland OH | Senior housing
Initial Cost to Company
Land	695
Buildings and Improvements	10,444
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Land	695
Buildings and Improvements	10,113
Total	10,808
Accumulated Depreciation	(1,582)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1159 Willoughby OH | Senior housing
Initial Cost to Company
Land	1,177
Buildings and Improvements	9,982
Costs Capitalized Subsequent to Acquisition	295
Gross Amount at Which Carried As of Year End
Land	1,194
Buildings and Improvements	9,855
Total	11,049
Accumulated Depreciation	(1,505)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2158 Broken Arrow OK | Senior housing
Initial Cost to Company
Land	1,115
Buildings and Improvements	18,852
Gross Amount at Which Carried As of Year End
Land	1,115
Buildings and Improvements	18,852
Total	19,967
Accumulated Depreciation	(82)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2122 Muskogee OK | Senior housing
Initial Cost to Company
Land	412
Buildings and Improvements	2,815
Gross Amount at Which Carried As of Year End
Land	412
Buildings and Improvements	2,815
Total	3,227
Accumulated Depreciation	(19)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1171 Oklahoma City OK | Senior housing
Initial Cost to Company
Land	801
Buildings and Improvements	4,904
Costs Capitalized Subsequent to Acquisition	265
Gross Amount at Which Carried As of Year End
Land	811
Buildings and Improvements	4,776
Total	5,587
Accumulated Depreciation	(718)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2082 Oklahoma City OK | Senior housing
Initial Cost to Company
Land	1,696
Buildings and Improvements	3,591
Gross Amount at Which Carried As of Year End
Land	1,696
Buildings and Improvements	3,591
Total	5,287
Accumulated Depreciation	(23)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2083 Oklahoma City OK | Senior housing
Initial Cost to Company
Land	2,116
Buildings and Improvements	28,007
Gross Amount at Which Carried As of Year End
Land	2,116
Buildings and Improvements	28,007
Total	30,123
Accumulated Depreciation	(125)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2070 Tahlequah OK | Senior housing
Initial Cost to Company
Land	256
Buildings and Improvements	5,648
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	5,648
Total	5,904
Accumulated Depreciation	(29)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1160 Tulsa OK | Senior housing
Initial Cost to Company
Land	1,115
Buildings and Improvements	11,028
Costs Capitalized Subsequent to Acquisition	282
Gross Amount at Which Carried As of Year End
Land	1,129
Buildings and Improvements	10,607
Total	11,736
Accumulated Depreciation	(1,624)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2130 Ashland OR | Senior housing
Initial Cost to Company
Buildings and Improvements	19,303
Gross Amount at Which Carried As of Year End
Buildings and Improvements	19,303
Total	19,303
Accumulated Depreciation	(90)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2103 Eagle Point OR | Senior housing
Initial Cost to Company
Land	609
Buildings and Improvements	12,117
Gross Amount at Which Carried As of Year End
Land	609
Buildings and Improvements	12,117
Total	12,726
Accumulated Depreciation	(55)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2098 Eugene OR | Senior housing
Initial Cost to Company
Land	1,082
Buildings and Improvements	18,858
Gross Amount at Which Carried As of Year End
Land	1,082
Buildings and Improvements	18,858
Total	19,940
Accumulated Depreciation	(76)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2104 Eugene OR | Senior housing
Initial Cost to Company
Land	653
Buildings and Improvements	13,568
Gross Amount at Which Carried As of Year End
Land	653
Buildings and Improvements	13,568
Total	14,221
Accumulated Depreciation	(61)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2136 Grants Pass OR | Senior housing
Initial Cost to Company
Land	553
Buildings and Improvements	3,144
Gross Amount at Which Carried As of Year End
Land	553
Buildings and Improvements	3,144
Total	3,697
Accumulated Depreciation	(19)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2137 Grants Pass OR | Senior housing
Initial Cost to Company
Land	1,064
Buildings and Improvements	16,124
Gross Amount at Which Carried As of Year End
Land	1,064
Buildings and Improvements	16,124
Total	17,188
Accumulated Depreciation	(67)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2138 Grants Pass OR | Senior housing
Initial Cost to Company
Land	654
Buildings and Improvements	2,896
Gross Amount at Which Carried As of Year End
Land	654
Buildings and Improvements	2,896
Total	3,550
Accumulated Depreciation	(26)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2145 Grants Pass OR | Senior housing
Initial Cost to Company
Land	561
Buildings and Improvements	13,444
Gross Amount at Which Carried As of Year End
Land	561
Buildings and Improvements	13,444
Total	14,005
Accumulated Depreciation	(59)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2139 Gresham OR | Senior housing
Initial Cost to Company
Land	533
Buildings and Improvements	6,335
Gross Amount at Which Carried As of Year End
Land	533
Buildings and Improvements	6,335
Total	6,868
Accumulated Depreciation	(29)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2140 Lebanon OR | Senior housing
Initial Cost to Company
Land	505
Buildings and Improvements	12,571
Gross Amount at Which Carried As of Year End
Land	505
Buildings and Improvements	12,571
Total	13,076
Accumulated Depreciation	(58)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2152 McMinnville OR | Senior housing
Initial Cost to Company
Land	3,203
Buildings and Improvements	24,909
Gross Amount at Which Carried As of Year End
Land	3,203
Buildings and Improvements	24,909
Total	28,112
Accumulated Depreciation	(184)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2159 McMinnville OR | Senior housing
Initial Cost to Company
Land	1,374
Buildings and Improvements	6,118
Gross Amount at Which Carried As of Year End
Land	1,374
Buildings and Improvements	6,118
Total	7,492
Accumulated Depreciation	(38)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2090 Monmouth OR | Senior housing
Initial Cost to Company
Land	679
Buildings and Improvements	1,089
Gross Amount at Which Carried As of Year End
Land	679
Buildings and Improvements	1,089
Total	1,768
Accumulated Depreciation	(10)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2106 Monmouth OR | Senior housing
Initial Cost to Company
Land	603
Buildings and Improvements	8,538
Gross Amount at Which Carried As of Year End
Land	603
Buildings and Improvements	8,538
Total	9,141
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2089 Newberg OR | Senior housing
Initial Cost to Company
Land	1,889
Buildings and Improvements	16,855
Gross Amount at Which Carried As of Year End
Land	1,889
Buildings and Improvements	16,855
Total	18,744
Accumulated Depreciation	(74)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2133 Portland OR | Senior housing
Initial Cost to Company
Land	1,615
Buildings and Improvements	12,030
Gross Amount at Which Carried As of Year End
Land	1,615
Buildings and Improvements	12,030
Total	13,645
Accumulated Depreciation	(50)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2151 Portland OR | Senior housing
Initial Cost to Company
Land	1,890
Buildings and Improvements	9,256
Gross Amount at Which Carried As of Year End
Land	1,890
Buildings and Improvements	9,256
Total	11,146
Accumulated Depreciation	(51)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2171 Portland OR | Senior housing
Initial Cost to Company
Buildings and Improvements	16,087
Gross Amount at Which Carried As of Year End
Buildings and Improvements	16,087
Total	16,087
Accumulated Depreciation	(64)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2050 Redmond OR | Senior housing
Initial Cost to Company
Land	1,229
Buildings and Improvements	21,921
Gross Amount at Which Carried As of Year End
Land	1,229
Buildings and Improvements	21,921
Total	23,150
Accumulated Depreciation	(87)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2084 Roseburg OR | Senior housing
Initial Cost to Company
Land	912
Buildings and Improvements	12,220
Gross Amount at Which Carried As of Year End
Land	912
Buildings and Improvements	12,220
Total	13,132
Accumulated Depreciation	(62)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2134 Scappoose OR | Senior housing
Initial Cost to Company
Land	489
Buildings and Improvements	1,122
Gross Amount at Which Carried As of Year End
Land	489
Buildings and Improvements	1,122
Total	1,611
Accumulated Depreciation	(8)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2153 Scappoose OR | Senior housing
Initial Cost to Company
Land	971
Buildings and Improvements	7,116
Gross Amount at Which Carried As of Year End
Land	971
Buildings and Improvements	7,116
Total	8,087
Accumulated Depreciation	(41)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2051 Springfield OR | Senior housing
Initial Cost to Company
Land	1,124
Buildings and Improvements	22,515
Gross Amount at Which Carried As of Year End
Land	1,124
Buildings and Improvements	22,515
Total	23,639
Accumulated Depreciation	(95)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2057 Springfield OR | Senior housing
Initial Cost to Company
Land	527
Buildings and Improvements	6,035
Gross Amount at Which Carried As of Year End
Land	527
Buildings and Improvements	6,035
Total	6,562
Accumulated Depreciation	(32)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2056 Stayton OR | Senior housing
Initial Cost to Company
Land	130
Buildings and Improvements	487
Gross Amount at Which Carried As of Year End
Land	130
Buildings and Improvements	487
Total	617
Accumulated Depreciation	(5)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2058 Stayton OR | Senior housing
Initial Cost to Company
Land	253
Buildings and Improvements	8,621
Gross Amount at Which Carried As of Year End
Land	253
Buildings and Improvements	8,621
Total	8,874
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2088 Tualatin OR | Senior housing
Initial Cost to Company
Buildings and Improvements	6,326
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,326
Total	6,326
Accumulated Depreciation	(42)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1163 Haverford PA | Senior housing
Initial Cost to Company
Land	16,461
Buildings and Improvements	108,816
Costs Capitalized Subsequent to Acquisition	2,628
Gross Amount at Which Carried As of Year End
Land	16,461
Buildings and Improvements	109,832
Total	126,293
Accumulated Depreciation	(17,166)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2063 Selinsgrove PA | Senior housing
Initial Cost to Company
Land	529
Buildings and Improvements	9,111
Gross Amount at Which Carried As of Year End
Land	529
Buildings and Improvements	9,111
Total	9,640
Accumulated Depreciation	(51)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1967 Cumberland RI | Senior housing
Initial Cost to Company
Land	2,630
Buildings and Improvements	19,050
Costs Capitalized Subsequent to Acquisition	171
Gross Amount at Which Carried As of Year End
Land	2,630
Buildings and Improvements	19,221
Total	21,851
Accumulated Depreciation	(1,500)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1959 East Providence RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	18,060
Initial Cost to Company
Land	1,890
Buildings and Improvements	13,989
Costs Capitalized Subsequent to Acquisition	301
Gross Amount at Which Carried As of Year End
Land	1,890
Buildings and Improvements	14,290
Total	16,180
Accumulated Depreciation	(1,118)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1960 Greenwich RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,890
Initial Cost to Company
Land	450
Buildings and Improvements	11,845
Costs Capitalized Subsequent to Acquisition	761
Gross Amount at Which Carried As of Year End
Land	450
Buildings and Improvements	12,606
Total	13,056
Accumulated Depreciation	(986)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1972 Smithfield RI | Senior housing
Initial Cost to Company
Land	1,250
Buildings and Improvements	17,816
Costs Capitalized Subsequent to Acquisition	48
Gross Amount at Which Carried As of Year End
Land	1,250
Buildings and Improvements	17,864
Total	19,114
Accumulated Depreciation	(1,465)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1973 South Kingstown RI | Senior housing
Initial Cost to Company
Land	1,390
Buildings and Improvements	12,551
Costs Capitalized Subsequent to Acquisition	16
Gross Amount at Which Carried As of Year End
Land	1,390
Buildings and Improvements	12,567
Total	13,957
Accumulated Depreciation	(999)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1975 Tiverton RI | Senior housing
Initial Cost to Company
Land	3,240
Buildings and Improvements	25,735
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	3,240
Buildings and Improvements	25,770
Total	29,010
Accumulated Depreciation	(1,984)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1962 Warwick RI | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	17,671
Initial Cost to Company
Land	1,050
Buildings and Improvements	17,389
Costs Capitalized Subsequent to Acquisition	696
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	18,082
Total	19,132
Accumulated Depreciation	(1,459)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1104 Aiken SC | Senior housing
Initial Cost to Company
Land	357
Buildings and Improvements	14,832
Costs Capitalized Subsequent to Acquisition	151
Gross Amount at Which Carried As of Year End
Land	363
Buildings and Improvements	14,471
Total	14,834
Accumulated Depreciation	(2,282)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1100 Charleston SC | Senior housing
Initial Cost to Company
Land	885
Buildings and Improvements	14,124
Costs Capitalized Subsequent to Acquisition	292
Gross Amount at Which Carried As of Year End
Land	896
Buildings and Improvements	14,075
Total	14,971
Accumulated Depreciation	(2,216)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1109 Columbia SC | Senior housing
Initial Cost to Company
Land	408
Buildings and Improvements	7,527
Costs Capitalized Subsequent to Acquisition	131
Gross Amount at Which Carried As of Year End
Land	412
Buildings and Improvements	7,458
Total	7,870
Accumulated Depreciation	(1,179)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2154 Florence SC | Senior housing
Initial Cost to Company
Land	379
Buildings and Improvements	3,928
Gross Amount at Which Carried As of Year End
Land	379
Buildings and Improvements	3,928
Total	4,307
Accumulated Depreciation	(25)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
306 Georgetown SC | Senior housing
Initial Cost to Company
Land	239
Buildings and Improvements	3,008
Gross Amount at Which Carried As of Year End
Land	239
Buildings and Improvements	3,008
Total	3,247
Accumulated Depreciation	(903)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
879 Greenville SC | Senior housing
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,558
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	12,058
Total	13,148
Accumulated Depreciation	(1,834)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1172 Greenville SC | Senior housing
Initial Cost to Company
Land	993
Buildings and Improvements	16,314
Costs Capitalized Subsequent to Acquisition	437
Gross Amount at Which Carried As of Year End
Land	1,006
Buildings and Improvements	15,838
Total	16,844
Accumulated Depreciation	(2,430)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2059 Greenville SC | Senior housing
Initial Cost to Company
Land	679
Buildings and Improvements	3,297
Gross Amount at Which Carried As of Year End
Land	679
Buildings and Improvements	3,297
Total	3,976
Accumulated Depreciation	(23)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2099 Hilton Head Island SC | Senior housing
Initial Cost to Company
Land	1,346
Buildings and Improvements	5,767
Gross Amount at Which Carried As of Year End
Land	1,346
Buildings and Improvements	5,767
Total	7,113
Accumulated Depreciation	(35)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2111 Hilton Head Island SC | Senior housing
Initial Cost to Company
Land	1,651
Buildings and Improvements	1,329
Gross Amount at Which Carried As of Year End
Land	1,651
Buildings and Improvements	1,329
Total	2,980
Accumulated Depreciation	(12)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2112 Hilton Head Island SC | Senior housing
Initial Cost to Company
Land	993
Buildings and Improvements	1,862
Gross Amount at Which Carried As of Year End
Land	993
Buildings and Improvements	1,862
Total	2,855
Accumulated Depreciation	(14)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
305 Lancaster SC | Senior housing
Initial Cost to Company
Land	84
Buildings and Improvements	2,982
Gross Amount at Which Carried As of Year End
Land	84
Buildings and Improvements	2,982
Total	3,066
Accumulated Depreciation	(811)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
880 Myrtle Beach SC | Senior housing
Initial Cost to Company
Land	900
Buildings and Improvements	10,913
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	10,513
Total	11,413
Accumulated Depreciation	(1,599)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
312 Rock Hill SC | Senior housing
Initial Cost to Company
Land	203
Buildings and Improvements	2,671
Gross Amount at Which Carried As of Year End
Land	203
Buildings and Improvements	2,671
Total	2,874
Accumulated Depreciation	(782)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1113 Rock Hill SC | Senior housing
Initial Cost to Company
Land	695
Buildings and Improvements	4,119
Costs Capitalized Subsequent to Acquisition	322
Gross Amount at Which Carried As of Year End
Land	795
Buildings and Improvements	4,126
Total	4,921
Accumulated Depreciation	(697)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2076 Rock Hill SC | Senior housing
Initial Cost to Company
Land	919
Buildings and Improvements	14,741
Gross Amount at Which Carried As of Year End
Land	919
Buildings and Improvements	14,741
Total	15,660
Accumulated Depreciation	(72)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2093 Rock Hill SC | Senior housing
Initial Cost to Company
Land	644
Buildings and Improvements	4,140
Gross Amount at Which Carried As of Year End
Land	644
Buildings and Improvements	4,140
Total	4,784
Accumulated Depreciation	(23)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
313 Sumter SC | Senior housing
Initial Cost to Company
Land	196
Buildings and Improvements	2,623
Gross Amount at Which Carried As of Year End
Land	196
Buildings and Improvements	2,623
Total	2,819
Accumulated Depreciation	(788)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2067 West Columbia SC | Senior housing
Initial Cost to Company
Land	373
Buildings and Improvements	2,509
Gross Amount at Which Carried As of Year End
Land	373
Buildings and Improvements	2,509
Total	2,882
Accumulated Depreciation	(18)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2132 Cordova TN | Senior housing
Initial Cost to Company
Land	2,167
Buildings and Improvements	5,829
Gross Amount at Which Carried As of Year End
Land	2,167
Buildings and Improvements	5,829
Total	7,996
Accumulated Depreciation	(17)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2060 Franklin TN | Senior housing
Initial Cost to Company
Land	1,905
Buildings and Improvements	27,907
Gross Amount at Which Carried As of Year End
Land	1,905
Buildings and Improvements	27,907
Total	29,812
Accumulated Depreciation	(125)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2100 Hendersonville TN | Senior housing
Initial Cost to Company
Land	1,486
Buildings and Improvements	2,276
Gross Amount at Which Carried As of Year End
Land	1,486
Buildings and Improvements	2,276
Total	3,762
Accumulated Depreciation	(20)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2073 Kingsport TN | Senior housing
Initial Cost to Company
Land	1,113
Buildings and Improvements	8,625
Gross Amount at Which Carried As of Year End
Land	1,113
Buildings and Improvements	8,625
Total	9,738
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2071 Memphis TN | Senior housing
Initial Cost to Company
Land	978
Buildings and Improvements	10,124
Gross Amount at Which Carried As of Year End
Land	978
Buildings and Improvements	10,124
Total	11,102
Accumulated Depreciation	(44)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1003 Nashville TN | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,131
Initial Cost to Company
Land	812
Buildings and Improvements	16,983
Costs Capitalized Subsequent to Acquisition	562
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	16,797
Total	17,609
Accumulated Depreciation	(2,289)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2094 Nashville TN | Senior housing
Initial Cost to Company
Land	1,106
Buildings and Improvements	14,774
Gross Amount at Which Carried As of Year End
Land	1,106
Buildings and Improvements	14,774
Total	15,880
Accumulated Depreciation	(65)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
860 Oak Ridge TN | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,515
Initial Cost to Company
Land	500
Buildings and Improvements	4,741
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	4,641
Total	5,141
Accumulated Depreciation	(829)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
843 Abilene TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,813
Initial Cost to Company
Land	300
Buildings and Improvements	2,830
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	2,710
Total	3,010
Accumulated Depreciation	(446)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
2107 Amarillo TX | Senior housing
Initial Cost to Company
Land	1,315
Buildings and Improvements	26,838
Gross Amount at Which Carried As of Year End
Land	1,315
Buildings and Improvements	26,838
Total	28,153
Accumulated Depreciation	(118)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1004 Arlington TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,243
Initial Cost to Company
Land	2,002
Buildings and Improvements	19,110
Gross Amount at Which Carried As of Year End
Land	2,002
Buildings and Improvements	18,729
Total	20,731
Accumulated Depreciation	(2,641)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1116 Arlington TX | Senior housing
Initial Cost to Company
Land	2,494
Buildings and Improvements	12,192
Costs Capitalized Subsequent to Acquisition	249
Gross Amount at Which Carried As of Year End
Land	2,540
Buildings and Improvements	11,873
Total	14,413
Accumulated Depreciation	(1,875)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
511 Austin TX | Senior housing
Initial Cost to Company
Land	2,960
Buildings and Improvements	41,645
Gross Amount at Which Carried As of Year End
Land	2,960
Buildings and Improvements	41,645
Total	44,605
Accumulated Depreciation	(12,840)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1589 Austin TX | Senior housing
Initial Cost to Company
Land	2,860
Buildings and Improvements	17,358
Costs Capitalized Subsequent to Acquisition	497
Gross Amount at Which Carried As of Year End
Land	2,973
Buildings and Improvements	17,742
Total	20,715
Accumulated Depreciation	(2,287)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
202 Beaumont TX | Senior housing
Initial Cost to Company
Land	145
Buildings and Improvements	10,404
Gross Amount at Which Carried As of Year End
Land	145
Buildings and Improvements	10,020
Total	10,165
Accumulated Depreciation	(3,547)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2075 Bedford TX | Senior housing
Initial Cost to Company
Land	1,204
Buildings and Improvements	26,845
Gross Amount at Which Carried As of Year End
Land	1,204
Buildings and Improvements	26,845
Total	28,049
Accumulated Depreciation	(118)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
844 Burleson TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,140
Initial Cost to Company
Land	1,050
Buildings and Improvements	5,242
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	4,902
Total	5,952
Accumulated Depreciation	(807)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
848 Cedar Hill TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,743
Initial Cost to Company
Land	1,070
Buildings and Improvements	11,554
Gross Amount at Which Carried As of Year End
Land	1,070
Buildings and Improvements	11,104
Total	12,174
Accumulated Depreciation	(1,827)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1325 Cedar Hill TX | Senior housing
Initial Cost to Company
Land	440
Buildings and Improvements	7,494
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	7,494
Total	7,934
Accumulated Depreciation	(1,522)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2164 Dallas TX | Senior housing
Initial Cost to Company
Land	2,993
Buildings and Improvements	8,113
Gross Amount at Which Carried As of Year End
Land	2,993
Buildings and Improvements	8,113
Total	11,106
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
513 Fort Worth TX | Senior housing
Initial Cost to Company
Land	2,830
Buildings and Improvements	50,832
Gross Amount at Which Carried As of Year End
Land	2,830
Buildings and Improvements	50,832
Total	53,662
Accumulated Depreciation	(15,673)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
506 Friendswood TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	22,714
Initial Cost to Company
Land	400
Buildings and Improvements	7,354
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	7,354
Total	7,754
Accumulated Depreciation	(1,716)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
217 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,517
Initial Cost to Company
Land	835
Buildings and Improvements	7,195
Gross Amount at Which Carried As of Year End
Land	835
Buildings and Improvements	7,195
Total	8,030
Accumulated Depreciation	(2,380)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
491 Houston TX | Senior housing
Initial Cost to Company
Land	2,470
Buildings and Improvements	21,710
Costs Capitalized Subsequent to Acquisition	750
Gross Amount at Which Carried As of Year End
Land	2,470
Buildings and Improvements	22,460
Total	24,930
Accumulated Depreciation	(6,936)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1106 Houston TX | Senior housing
Initial Cost to Company
Land	1,008
Buildings and Improvements	15,333
Costs Capitalized Subsequent to Acquisition	183
Gross Amount at Which Carried As of Year End
Land	1,020
Buildings and Improvements	15,098
Total	16,118
Accumulated Depreciation	(2,373)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1111 Houston TX | Senior housing
Initial Cost to Company
Land	1,877
Buildings and Improvements	25,372
Costs Capitalized Subsequent to Acquisition	247
Gross Amount at Which Carried As of Year End
Land	1,961
Buildings and Improvements	24,491
Total	26,452
Accumulated Depreciation	(3,853)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1955 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	59,350
Initial Cost to Company
Land	9,820
Buildings and Improvements	50,079
Costs Capitalized Subsequent to Acquisition	1,673
Gross Amount at Which Carried As of Year End
Land	9,820
Buildings and Improvements	51,752
Total	61,572
Accumulated Depreciation	(4,332)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1956 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	11,334
Initial Cost to Company
Land	4,450
Buildings and Improvements	9,272
Costs Capitalized Subsequent to Acquisition	1,151
Gross Amount at Which Carried As of Year End
Land	4,450
Buildings and Improvements	10,422
Total	14,872
Accumulated Depreciation	(1,897)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1957 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	38,976
Initial Cost to Company
Land	8,170
Buildings and Improvements	37,285
Costs Capitalized Subsequent to Acquisition	794
Gross Amount at Which Carried As of Year End
Land	8,170
Buildings and Improvements	38,080
Total	46,250
Accumulated Depreciation	(3,034)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1958 Houston TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	35,888
Initial Cost to Company
Land	2,910
Buildings and Improvements	37,443
Costs Capitalized Subsequent to Acquisition	876
Gross Amount at Which Carried As of Year End
Land	2,910
Buildings and Improvements	38,321
Total	41,231
Accumulated Depreciation	(3,074)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
2068 Houston TX | Senior housing
Initial Cost to Company
Land	985
Buildings and Improvements	18,824
Gross Amount at Which Carried As of Year End
Land	985
Buildings and Improvements	18,824
Total	19,809
Accumulated Depreciation	(84)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
820 Irving TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	10,721
Initial Cost to Company
Land	710
Buildings and Improvements	9,949
Gross Amount at Which Carried As of Year End
Land	710
Buildings and Improvements	9,359
Total	10,069
Accumulated Depreciation	(1,872)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2149 Kerrville TX | Senior housing
Initial Cost to Company
Land	836
Buildings and Improvements	34,031
Gross Amount at Which Carried As of Year End
Land	836
Buildings and Improvements	34,031
Total	34,867
Accumulated Depreciation	(157)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2124 Lubbock TX | Senior housing
Initial Cost to Company
Land	1,143
Buildings and Improvements	4,656
Gross Amount at Which Carried As of Year End
Land	1,143
Buildings and Improvements	4,656
Total	5,799
Accumulated Depreciation	(28)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
845 North Richland Hills TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,026
Initial Cost to Company
Land	520
Buildings and Improvements	5,117
Gross Amount at Which Carried As of Year End
Land	520
Buildings and Improvements	4,807
Total	5,327
Accumulated Depreciation	(791)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
846 North Richland Hills TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,631
Initial Cost to Company
Land	870
Buildings and Improvements	9,259
Gross Amount at Which Carried As of Year End
Land	870
Buildings and Improvements	8,819
Total	9,689
Accumulated Depreciation	(1,659)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2113 North Richland Hills TX | Senior housing
Initial Cost to Company
Land	743
Buildings and Improvements	11,503
Gross Amount at Which Carried As of Year End
Land	743
Buildings and Improvements	11,503
Total	12,246
Accumulated Depreciation	(51)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1102 Plano TX | Senior housing
Initial Cost to Company
Land	494
Buildings and Improvements	12,518
Costs Capitalized Subsequent to Acquisition	145
Gross Amount at Which Carried As of Year End
Land	505
Buildings and Improvements	12,247
Total	12,752
Accumulated Depreciation	(1,925)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2064 Plano TX | Senior housing
Initial Cost to Company
Land	590
Buildings and Improvements	6,930
Gross Amount at Which Carried As of Year End
Land	590
Buildings and Improvements	6,930
Total	7,520
Accumulated Depreciation	(36)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2162 Portland TX | Senior housing
Initial Cost to Company
Land	1,233
Buildings and Improvements	14,001
Gross Amount at Which Carried As of Year End
Land	1,233
Buildings and Improvements	14,001
Total	15,234
Accumulated Depreciation	(72)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
494 San Antonio TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,813
Initial Cost to Company
Land	730
Buildings and Improvements	3,961
Gross Amount at Which Carried As of Year End
Land	730
Buildings and Improvements	3,961
Total	4,691
Accumulated Depreciation	(946)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1590 San Antonio TX | Senior housing
Initial Cost to Company
Land	2,860
Buildings and Improvements	17,030
Costs Capitalized Subsequent to Acquisition	282
Gross Amount at Which Carried As of Year End
Land	2,880
Buildings and Improvements	17,292
Total	20,172
Accumulated Depreciation	(2,236)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2116 Sherman TX | Senior housing
Initial Cost to Company
Land	563
Buildings and Improvements	3,138
Gross Amount at Which Carried As of Year End
Land	563
Buildings and Improvements	3,138
Total	3,701
Accumulated Depreciation	(19)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1954 Sugar Land TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	38,384
Initial Cost to Company
Land	3,420
Buildings and Improvements	36,846
Costs Capitalized Subsequent to Acquisition	896
Gross Amount at Which Carried As of Year End
Land	3,420
Buildings and Improvements	37,742
Total	41,162
Accumulated Depreciation	(2,904)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1103 The Woodlands TX | Senior housing
Initial Cost to Company
Land	802
Buildings and Improvements	17,358
Costs Capitalized Subsequent to Acquisition	228
Gross Amount at Which Carried As of Year End
Land	869
Buildings and Improvements	17,071
Total	17,940
Accumulated Depreciation	(2,689)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
195 Victoria TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,645
Initial Cost to Company
Land	175
Buildings and Improvements	4,290
Costs Capitalized Subsequent to Acquisition	3,101
Gross Amount at Which Carried As of Year End
Land	175
Buildings and Improvements	7,018
Total	7,193
Accumulated Depreciation	(1,848)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
847 Waxahachie TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,079
Initial Cost to Company
Land	390
Buildings and Improvements	3,879
Gross Amount at Which Carried As of Year End
Land	390
Buildings and Improvements	3,659
Total	4,049
Accumulated Depreciation	(602)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1953 Webster TX | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	36,675
Initial Cost to Company
Land	4,780
Buildings and Improvements	30,854
Costs Capitalized Subsequent to Acquisition	793
Gross Amount at Which Carried As of Year End
Land	4,780
Buildings and Improvements	31,646
Total	36,426
Accumulated Depreciation	(2,503)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
2069 Cedar City UT | Senior housing
Initial Cost to Company
Land	437
Buildings and Improvements	8,706
Gross Amount at Which Carried As of Year End
Land	437
Buildings and Improvements	8,706
Total	9,143
Accumulated Depreciation	(40)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1161 Salt Lake City UT | Senior housing
Initial Cost to Company
Land	2,621
Buildings and Improvements	22,072
Costs Capitalized Subsequent to Acquisition	287
Gross Amount at Which Carried As of Year End
Land	2,654
Buildings and Improvements	21,371
Total	24,025
Accumulated Depreciation	(3,317)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2101 St. George UT | Senior housing
Initial Cost to Company
Land	683
Buildings and Improvements	9,435
Gross Amount at Which Carried As of Year End
Land	683
Buildings and Improvements	9,435
Total	10,118
Accumulated Depreciation	(45)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1015 Arlington VA | Senior housing
Initial Cost to Company
Land	4,320
Buildings and Improvements	19,567
Costs Capitalized Subsequent to Acquisition	455
Gross Amount at Which Carried As of Year End
Land	4,320
Buildings and Improvements	19,445
Total	23,765
Accumulated Depreciation	(3,102)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1244 Arlington VA | Senior housing
Initial Cost to Company
Land	3,833
Buildings and Improvements	7,076
Costs Capitalized Subsequent to Acquisition	92
Gross Amount at Which Carried As of Year End
Land	3,833
Buildings and Improvements	6,931
Total	10,764
Accumulated Depreciation	(1,083)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1245 Arlington VA | Senior housing
Initial Cost to Company
Land	7,278
Buildings and Improvements	37,407
Costs Capitalized Subsequent to Acquisition	226
Gross Amount at Which Carried As of Year End
Land	7,278
Buildings and Improvements	36,748
Total	44,026
Accumulated Depreciation	(5,772)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
881 Chesapeake VA | Senior housing
Initial Cost to Company
Land	1,090
Buildings and Improvements	12,444
Gross Amount at Which Carried As of Year End
Land	1,090
Buildings and Improvements	11,944
Total	13,034
Accumulated Depreciation	(1,817)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1247 Falls Church VA | Senior housing
Initial Cost to Company
Land	2,228
Buildings and Improvements	8,887
Costs Capitalized Subsequent to Acquisition	108
Gross Amount at Which Carried As of Year End
Land	2,228
Buildings and Improvements	8,780
Total	11,008
Accumulated Depreciation	(1,390)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1164 Fort Belvoir VA | Senior housing
Initial Cost to Company
Land	11,594
Buildings and Improvements	99,528
Costs Capitalized Subsequent to Acquisition	6,332
Gross Amount at Which Carried As of Year End
Land	11,594
Buildings and Improvements	103,862
Total	115,456
Accumulated Depreciation	(16,653)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1250 Leesburg VA | Senior housing
Initial Cost to Company
Land	607
Buildings and Improvements	3,236
Costs Capitalized Subsequent to Acquisition	66
Gross Amount at Which Carried As of Year End
Land	607
Buildings and Improvements	3,157
Total	3,764
Accumulated Depreciation	(1,869)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1016 Richmond VA | Senior housing
Initial Cost to Company
Land	2,110
Buildings and Improvements	11,469
Costs Capitalized Subsequent to Acquisition	281
Gross Amount at Which Carried As of Year End
Land	2,110
Buildings and Improvements	11,324
Total	13,434
Accumulated Depreciation	(1,785)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1246 Sterling VA | Senior housing
Initial Cost to Company
Land	2,360
Buildings and Improvements	22,932
Costs Capitalized Subsequent to Acquisition	250
Gross Amount at Which Carried As of Year End
Land	2,360
Buildings and Improvements	22,668
Total	25,028
Accumulated Depreciation	(3,573)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2077 Sterling VA | Senior housing
Initial Cost to Company
Land	1,046
Buildings and Improvements	15,788
Gross Amount at Which Carried As of Year End
Land	1,046
Buildings and Improvements	15,788
Total	16,834
Accumulated Depreciation	(68)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
225 Woodbridge VA | Senior housing
Initial Cost to Company
Land	950
Buildings and Improvements	6,983
Gross Amount at Which Carried As of Year End
Land	950
Buildings and Improvements	6,983
Total	7,933
Accumulated Depreciation	(2,211)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1173 Bellevue WA | Senior housing
Initial Cost to Company
Land	3,734
Buildings and Improvements	16,171
Costs Capitalized Subsequent to Acquisition	210
Gross Amount at Which Carried As of Year End
Land	3,737
Buildings and Improvements	15,813
Total	19,550
Accumulated Depreciation	(2,447)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2095 College Place WA | Senior housing
Initial Cost to Company
Land	758
Buildings and Improvements	8,051
Gross Amount at Which Carried As of Year End
Land	758
Buildings and Improvements	8,051
Total	8,809
Accumulated Depreciation	(43)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1240 Edmonds WA | Senior housing
Initial Cost to Company
Land	1,418
Buildings and Improvements	16,502
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	1,418
Buildings and Improvements	16,066
Total	17,484
Accumulated Depreciation	(2,514)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2172 Ellensburg WA | Senior housing
Initial Cost to Company
Land	1,291
Buildings and Improvements	5,167
Gross Amount at Which Carried As of Year End
Land	1,291
Buildings and Improvements	5,167
Total	6,458
Accumulated Depreciation	(37)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2160 Kenmore WA | Senior housing
Initial Cost to Company
Land	3,284
Buildings and Improvements	16,641
Gross Amount at Which Carried As of Year End
Land	3,284
Buildings and Improvements	16,641
Total	19,925
Accumulated Depreciation	(73)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
797 Kirkland WA | Senior housing
Initial Cost to Company
Land	1,000
Buildings and Improvements	13,403
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	13,043
Total	14,043
Accumulated Depreciation	(2,419)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1174 Lynnwood WA | Senior housing
Initial Cost to Company
Land	1,203
Buildings and Improvements	7,415
Costs Capitalized Subsequent to Acquisition	326
Gross Amount at Which Carried As of Year End
Land	1,203
Buildings and Improvements	7,741
Total	8,944
Accumulated Depreciation	(1,167)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1251 Mercer Island WA | Senior housing
Initial Cost to Company
Land	4,209
Buildings and Improvements	8,123
Costs Capitalized Subsequent to Acquisition	296
Gross Amount at Which Carried As of Year End
Land	4,209
Buildings and Improvements	8,214
Total	12,423
Accumulated Depreciation	(1,335)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2141 Moses Lake WA | Senior housing
Initial Cost to Company
Land	603
Buildings and Improvements	4,243
Gross Amount at Which Carried As of Year End
Land	603
Buildings and Improvements	4,243
Total	4,846
Accumulated Depreciation	(31)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2096 Poulsbo WA | Senior housing
Initial Cost to Company
Land	3,529
Buildings and Improvements	16,340
Gross Amount at Which Carried As of Year End
Land	3,529
Buildings and Improvements	16,340
Total	19,869
Accumulated Depreciation	(80)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2102 Richland WA | Senior housing
Initial Cost to Company
Land	375
Buildings and Improvements	4,941
Gross Amount at Which Carried As of Year End
Land	375
Buildings and Improvements	4,941
Total	5,316
Accumulated Depreciation	(23)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
794 Shoreline WA | Senior housing
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,178
Initial Cost to Company
Land	1,590
Buildings and Improvements	10,671
Gross Amount at Which Carried As of Year End
Land	1,590
Buildings and Improvements	10,261
Total	11,851
Accumulated Depreciation	(1,903)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
795 Shoreline WA | Senior housing
Initial Cost to Company
Land	4,030
Buildings and Improvements	26,421
Gross Amount at Which Carried As of Year End
Land	4,030
Buildings and Improvements	25,651
Total	29,681
Accumulated Depreciation	(4,678)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1175 Snohomish WA | Senior housing
Initial Cost to Company
Land	1,541
Buildings and Improvements	10,228
Costs Capitalized Subsequent to Acquisition	195
Gross Amount at Which Carried As of Year End
Land	1,541
Buildings and Improvements	10,164
Total	11,705
Accumulated Depreciation	(1,563)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2097 Spokane WA | Senior housing
Initial Cost to Company
Land	1,310
Buildings and Improvements	4,956
Gross Amount at Which Carried As of Year End
Land	1,310
Buildings and Improvements	4,956
Total	6,266
Accumulated Depreciation	(33)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2061 Vancouver WA | Senior housing
Initial Cost to Company
Land	973
Buildings and Improvements	4,096
Gross Amount at Which Carried As of Year End
Land	973
Buildings and Improvements	4,096
Total	5,069
Accumulated Depreciation	(25)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2062 Vancouver WA | Senior housing
Initial Cost to Company
Land	1,498
Buildings and Improvements	9,997
Gross Amount at Which Carried As of Year End
Land	1,498
Buildings and Improvements	9,997
Total	11,495
Accumulated Depreciation	(46)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2052 Yakima WA | Senior housing
Initial Cost to Company
Land	557
Buildings and Improvements	5,897
Gross Amount at Which Carried As of Year End
Land	557
Buildings and Improvements	5,897
Total	6,454
Accumulated Depreciation	(29)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2078 Yakima WA | Senior housing
Initial Cost to Company
Land	265
Buildings and Improvements	5,756
Gross Amount at Which Carried As of Year End
Land	265
Buildings and Improvements	5,756
Total	6,021
Accumulated Depreciation	(25)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2114 Yakima WA | Senior housing
Initial Cost to Company
Land	1,187
Buildings and Improvements	8,406
Gross Amount at Which Carried As of Year End
Land	1,187
Buildings and Improvements	8,406
Total	9,593
Accumulated Depreciation	(46)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2072 Appleton WI | Senior housing
Initial Cost to Company
Land	246
Buildings and Improvements	12,517
Gross Amount at Which Carried As of Year End
Land	246
Buildings and Improvements	12,517
Total	12,763
Accumulated Depreciation	(57)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2170 Madison WI | Senior housing
Initial Cost to Company
Land	834
Buildings and Improvements	10,050
Gross Amount at Which Carried As of Year End
Land	834
Buildings and Improvements	10,050
Total	10,884
Accumulated Depreciation	(52)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2117 Bridgeport WV | Senior housing
Initial Cost to Company
Land	4,008
Buildings and Improvements	14,603
Gross Amount at Which Carried As of Year End
Land	4,008
Buildings and Improvements	14,603
Total	18,611
Accumulated Depreciation	(90)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2125 Bridgeport WV | Senior housing
Initial Cost to Company
Land	4,093
Buildings and Improvements	3,368
Gross Amount at Which Carried As of Year End
Land	4,093
Buildings and Improvements	3,368
Total	7,461
Accumulated Depreciation	(32)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2142 Cody WY | Senior housing
Initial Cost to Company
Land	558
Buildings and Improvements	10,076
Gross Amount at Which Carried As of Year End
Land	558
Buildings and Improvements	10,076
Total	10,634
Accumulated Depreciation	(40)
Life on Which Depreciation in Latest Income Statement is Computed	50 years
2148 Sheridan WY | Senior housing
Initial Cost to Company
Land	915
Buildings and Improvements	12,047
Gross Amount at Which Carried As of Year End
Land	915
Buildings and Improvements	12,047
Total	12,962
Accumulated Depreciation	(58)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1482 Brisbane CA | Life science
Initial Cost to Company
Land	50,989
Buildings and Improvements	1,789
Costs Capitalized Subsequent to Acquisition	36,920
Gross Amount at Which Carried As of Year End
Land	50,989
Buildings and Improvements	38,708
Total	89,697
1481 Carlsbad CA | Life science
Initial Cost to Company
Land	30,300
Costs Capitalized Subsequent to Acquisition	7,705
Gross Amount at Which Carried As of Year End
Land	30,300
Buildings and Improvements	7,705
Total	38,005
1522 Carlsbad CA | Life science
Initial Cost to Company
Land	23,475
Costs Capitalized Subsequent to Acquisition	2,792
Gross Amount at Which Carried As of Year End
Land	23,475
Buildings and Improvements	2,792
Total	26,267
1401 Hayward CA | Life science
Initial Cost to Company
Land	900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	913
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	8,013
Total	8,913
Accumulated Depreciation	(976)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1402 Hayward CA | Life science
Initial Cost to Company
Land	1,500
Buildings and Improvements	6,400
Costs Capitalized Subsequent to Acquisition	3,458
Gross Amount at Which Carried As of Year End
Land	1,500
Buildings and Improvements	9,857
Total	11,357
Accumulated Depreciation	(1,343)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1403 Hayward CA | Life science
Initial Cost to Company
Land	1,900
Buildings and Improvements	7,100
Costs Capitalized Subsequent to Acquisition	263
Gross Amount at Which Carried As of Year End
Land	1,900
Buildings and Improvements	7,363
Total	9,263
Accumulated Depreciation	(1,189)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1404 Hayward CA | Life science
Initial Cost to Company
Land	2,200
Buildings and Improvements	17,200
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	2,200
Buildings and Improvements	17,212
Total	19,412
Accumulated Depreciation	(2,331)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1405 Hayward CA | Life science
Initial Cost to Company
Land	1,000
Buildings and Improvements	3,200
Costs Capitalized Subsequent to Acquisition	7,478
Gross Amount at Which Carried As of Year End
Land	1,000
Buildings and Improvements	10,678
Total	11,678
Accumulated Depreciation	(2,154)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1549 Hayward CA | Life science
Initial Cost to Company
Land	1,006
Buildings and Improvements	4,259
Costs Capitalized Subsequent to Acquisition	1,534
Gross Amount at Which Carried As of Year End
Land	1,006
Buildings and Improvements	5,793
Total	6,799
Accumulated Depreciation	(1,285)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1550 Hayward CA | Life science
Initial Cost to Company
Land	677
Buildings and Improvements	2,761
Costs Capitalized Subsequent to Acquisition	54
Gross Amount at Which Carried As of Year End
Land	677
Buildings and Improvements	2,814
Total	3,491
Accumulated Depreciation	(526)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1551 Hayward CA | Life science
Initial Cost to Company
Land	661
Buildings and Improvements	1,995
Costs Capitalized Subsequent to Acquisition	2,322
Gross Amount at Which Carried As of Year End
Land	661
Buildings and Improvements	4,317
Total	4,978
Accumulated Depreciation	(381)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1552 Hayward CA | Life science
Initial Cost to Company
Land	1,187
Buildings and Improvements	7,139
Costs Capitalized Subsequent to Acquisition	594
Gross Amount at Which Carried As of Year End
Land	1,187
Buildings and Improvements	7,733
Total	8,920
Accumulated Depreciation	(1,633)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1553 Hayward CA | Life science
Initial Cost to Company
Land	1,189
Buildings and Improvements	9,465
Costs Capitalized Subsequent to Acquisition	95
Gross Amount at Which Carried As of Year End
Land	1,189
Buildings and Improvements	9,560
Total	10,749
Accumulated Depreciation	(1,795)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1554 Hayward CA | Life science
Initial Cost to Company
Land	1,246
Buildings and Improvements	5,179
Costs Capitalized Subsequent to Acquisition	1,822
Gross Amount at Which Carried As of Year End
Land	1,246
Buildings and Improvements	7,001
Total	8,247
Accumulated Depreciation	(1,516)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1555 Hayward CA | Life science
Initial Cost to Company
Land	1,521
Buildings and Improvements	13,546
Costs Capitalized Subsequent to Acquisition	121
Gross Amount at Which Carried As of Year End
Land	1,521
Buildings and Improvements	13,667
Total	15,188
Accumulated Depreciation	(2,567)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1556 Hayward CA | Life science
Initial Cost to Company
Land	1,212
Buildings and Improvements	5,120
Costs Capitalized Subsequent to Acquisition	2,699
Gross Amount at Which Carried As of Year End
Land	1,212
Buildings and Improvements	7,819
Total	9,031
Accumulated Depreciation	(1,467)
Life on Which Depreciation in Latest Income Statement is Computed	29 years
1424 La Jolla CA | Life science
Initial Cost to Company
Land	9,600
Buildings and Improvements	25,283
Costs Capitalized Subsequent to Acquisition	7,397
Gross Amount at Which Carried As of Year End
Land	9,648
Buildings and Improvements	31,703
Total	41,351
Accumulated Depreciation	(4,213)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1425 La Jolla CA | Life science
Initial Cost to Company
Land	6,200
Buildings and Improvements	19,883
Costs Capitalized Subsequent to Acquisition	99
Gross Amount at Which Carried As of Year End
Land	6,276
Buildings and Improvements	19,906
Total	26,182
Accumulated Depreciation	(2,724)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1426 La Jolla CA | Life science
Initial Cost to Company
Land	7,200
Buildings and Improvements	12,412
Costs Capitalized Subsequent to Acquisition	3,084
Gross Amount at Which Carried As of Year End
Land	7,291
Buildings and Improvements	15,404
Total	22,695
Accumulated Depreciation	(3,552)
Life on Which Depreciation in Latest Income Statement is Computed	27 years
1427 La Jolla CA | Life science
Initial Cost to Company
Land	8,700
Buildings and Improvements	16,983
Costs Capitalized Subsequent to Acquisition	671
Gross Amount at Which Carried As of Year End
Land	8,746
Buildings and Improvements	17,608
Total	26,354
Accumulated Depreciation	(3,387)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1947 La Jolla CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	12,222
Initial Cost to Company
Land	2,581
Buildings and Improvements	10,534
Costs Capitalized Subsequent to Acquisition	20
Gross Amount at Which Carried As of Year End
Land	2,581
Buildings and Improvements	10,554
Total	13,135
Accumulated Depreciation	(703)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1949 La Jolla CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,068
Initial Cost to Company
Land	2,686
Buildings and Improvements	11,045
Costs Capitalized Subsequent to Acquisition	527
Gross Amount at Which Carried As of Year End
Land	2,686
Buildings and Improvements	11,572
Total	14,258
Accumulated Depreciation	(747)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1488 Mountain View CA | Life science
Initial Cost to Company
Land	7,300
Buildings and Improvements	25,410
Costs Capitalized Subsequent to Acquisition	1,360
Gross Amount at Which Carried As of Year End
Land	7,559
Buildings and Improvements	26,506
Total	34,065
Accumulated Depreciation	(3,577)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1489 Mountain View CA | Life science
Initial Cost to Company
Land	6,500
Buildings and Improvements	22,800
Costs Capitalized Subsequent to Acquisition	1,866
Gross Amount at Which Carried As of Year End
Land	6,500
Buildings and Improvements	24,666
Total	31,166
Accumulated Depreciation	(3,206)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1490 Mountain View CA | Life science
Initial Cost to Company
Land	4,800
Buildings and Improvements	9,500
Costs Capitalized Subsequent to Acquisition	442
Gross Amount at Which Carried As of Year End
Land	4,800
Buildings and Improvements	9,942
Total	14,742
Accumulated Depreciation	(1,400)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1491 Mountain View CA | Life science
Initial Cost to Company
Land	4,200
Buildings and Improvements	8,400
Costs Capitalized Subsequent to Acquisition	1,249
Gross Amount at Which Carried As of Year End
Land	4,209
Buildings and Improvements	9,640
Total	13,849
Accumulated Depreciation	(1,833)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1492 Mountain View CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	9,700
Costs Capitalized Subsequent to Acquisition	730
Gross Amount at Which Carried As of Year End
Land	3,600
Buildings and Improvements	10,430
Total	14,030
Accumulated Depreciation	(2,041)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1493 Mountain View CA | Life science
Initial Cost to Company
Land	7,500
Buildings and Improvements	16,300
Costs Capitalized Subsequent to Acquisition	1,904
Gross Amount at Which Carried As of Year End
Land	7,500
Buildings and Improvements	17,603
Total	25,103
Accumulated Depreciation	(2,316)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1494 Mountain View CA | Life science
Initial Cost to Company
Land	9,800
Buildings and Improvements	24,000
Costs Capitalized Subsequent to Acquisition	203
Gross Amount at Which Carried As of Year End
Land	9,800
Buildings and Improvements	24,203
Total	34,003
Accumulated Depreciation	(3,297)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1495 Mountain View CA | Life science
Initial Cost to Company
Land	6,900
Buildings and Improvements	17,800
Costs Capitalized Subsequent to Acquisition	3,245
Gross Amount at Which Carried As of Year End
Land	6,900
Buildings and Improvements	21,046
Total	27,946
Accumulated Depreciation	(2,514)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1496 Mountain View CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	17,000
Costs Capitalized Subsequent to Acquisition	6,364
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	23,364
Total	30,364
Accumulated Depreciation	(5,078)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1497 Mountain View CA | Life science
Initial Cost to Company
Land	14,100
Buildings and Improvements	31,002
Costs Capitalized Subsequent to Acquisition	10,111
Gross Amount at Which Carried As of Year End
Land	14,100
Buildings and Improvements	41,113
Total	55,213
Accumulated Depreciation	(8,786)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1498 Mountain View CA | Life science
Initial Cost to Company
Land	7,100
Buildings and Improvements	25,800
Costs Capitalized Subsequent to Acquisition	8,101
Gross Amount at Which Carried As of Year End
Land	7,100
Buildings and Improvements	33,901
Total	41,001
Accumulated Depreciation	(7,304)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2017 Mountain View CA | Life science
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	17,860
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,860
Total	17,860
1470 Poway CA | Life science
Initial Cost to Company
Land	5,826
Buildings and Improvements	12,200
Costs Capitalized Subsequent to Acquisition	5,727
Gross Amount at Which Carried As of Year End
Land	5,826
Buildings and Improvements	17,927
Total	23,753
Accumulated Depreciation	(4,536)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1471 Poway CA | Life science
Initial Cost to Company
Land	5,978
Buildings and Improvements	14,200
Costs Capitalized Subsequent to Acquisition	4,253
Gross Amount at Which Carried As of Year End
Land	5,978
Buildings and Improvements	18,453
Total	24,431
Accumulated Depreciation	(3,835)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1472 Poway CA | Life science
Initial Cost to Company
Land	25,800
Buildings and Improvements	2,405
Costs Capitalized Subsequent to Acquisition	4,989
Gross Amount at Which Carried As of Year End
Land	25,800
Buildings and Improvements	7,394
Total	33,194
1477 Poway CA | Life science
Initial Cost to Company
Land	29,943
Buildings and Improvements	2,475
Costs Capitalized Subsequent to Acquisition	17,568
Gross Amount at Which Carried As of Year End
Land	29,943
Buildings and Improvements	20,042
Total	49,985
1478 Poway CA | Life science
Initial Cost to Company
Land	6,700
Buildings and Improvements	14,400
Costs Capitalized Subsequent to Acquisition	6,145
Gross Amount at Which Carried As of Year End
Land	6,700
Buildings and Improvements	20,545
Total	27,245
Accumulated Depreciation	(5,495)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1499 Redwood City CA | Life science
Initial Cost to Company
Land	3,400
Buildings and Improvements	5,500
Costs Capitalized Subsequent to Acquisition	1,285
Gross Amount at Which Carried As of Year End
Land	3,407
Buildings and Improvements	6,777
Total	10,184
Accumulated Depreciation	(1,464)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1500 Redwood City CA | Life science
Initial Cost to Company
Land	2,500
Buildings and Improvements	4,100
Costs Capitalized Subsequent to Acquisition	1,188
Gross Amount at Which Carried As of Year End
Land	2,506
Buildings and Improvements	5,282
Total	7,788
Accumulated Depreciation	(1,069)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1501 Redwood City CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	4,600
Costs Capitalized Subsequent to Acquisition	819
Gross Amount at Which Carried As of Year End
Land	3,607
Buildings and Improvements	5,412
Total	9,019
Accumulated Depreciation	(884)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1502 Redwood City CA | Life science
Initial Cost to Company
Land	3,100
Buildings and Improvements	5,100
Costs Capitalized Subsequent to Acquisition	804
Gross Amount at Which Carried As of Year End
Land	3,107
Buildings and Improvements	5,650
Total	8,757
Accumulated Depreciation	(965)
Life on Which Depreciation in Latest Income Statement is Computed	31 years
1503 Redwood City CA | Life science
Initial Cost to Company
Land	4,800
Buildings and Improvements	17,300
Costs Capitalized Subsequent to Acquisition	3,183
Gross Amount at Which Carried As of Year End
Land	4,818
Buildings and Improvements	20,466
Total	25,284
Accumulated Depreciation	(2,621)
Life on Which Depreciation in Latest Income Statement is Computed	31 years
1504 Redwood City CA | Life science
Initial Cost to Company
Land	5,400
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	856
Gross Amount at Which Carried As of Year End
Land	5,418
Buildings and Improvements	16,338
Total	21,756
Accumulated Depreciation	(2,173)
Life on Which Depreciation in Latest Income Statement is Computed	31 years
1505 Redwood City CA | Life science
Initial Cost to Company
Land	3,000
Buildings and Improvements	3,500
Costs Capitalized Subsequent to Acquisition	955
Gross Amount at Which Carried As of Year End
Land	3,006
Buildings and Improvements	4,449
Total	7,455
Accumulated Depreciation	(851)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1506 Redwood City CA | Life science
Initial Cost to Company
Land	6,000
Buildings and Improvements	14,300
Costs Capitalized Subsequent to Acquisition	3,020
Gross Amount at Which Carried As of Year End
Land	6,018
Buildings and Improvements	17,302
Total	23,320
Accumulated Depreciation	(2,605)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1507 Redwood City CA | Life science
Initial Cost to Company
Land	1,900
Buildings and Improvements	12,800
Costs Capitalized Subsequent to Acquisition	6,811
Gross Amount at Which Carried As of Year End
Land	1,912
Buildings and Improvements	19,599
Total	21,511
Accumulated Depreciation	(1,286)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1508 Redwood City CA | Life science
Initial Cost to Company
Land	2,700
Buildings and Improvements	11,300
Costs Capitalized Subsequent to Acquisition	6,498
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	17,787
Total	20,499
Accumulated Depreciation	(1,160)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1509 Redwood City CA | Life science
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,900
Costs Capitalized Subsequent to Acquisition	4,695
Gross Amount at Which Carried As of Year End
Land	2,712
Buildings and Improvements	15,583
Total	18,295
Accumulated Depreciation	(1,590)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1510 Redwood City CA | Life science
Initial Cost to Company
Land	2,200
Buildings and Improvements	12,000
Costs Capitalized Subsequent to Acquisition	5,116
Gross Amount at Which Carried As of Year End
Land	2,212
Buildings and Improvements	17,105
Total	19,317
Accumulated Depreciation	(2,308)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
1511 Redwood City CA | Life science
Initial Cost to Company
Land	2,600
Buildings and Improvements	9,300
Costs Capitalized Subsequent to Acquisition	1,474
Gross Amount at Which Carried As of Year End
Land	2,612
Buildings and Improvements	10,763
Total	13,375
Accumulated Depreciation	(1,711)
Life on Which Depreciation in Latest Income Statement is Computed	26 years
1512 Redwood City CA | Life science
Initial Cost to Company
Land	3,300
Buildings and Improvements	18,000
Costs Capitalized Subsequent to Acquisition	123
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	18,123
Total	21,423
Accumulated Depreciation	(2,448)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1513 Redwood City CA | Life science
Initial Cost to Company
Land	3,300
Buildings and Improvements	17,900
Costs Capitalized Subsequent to Acquisition	123
Gross Amount at Which Carried As of Year End
Land	3,300
Buildings and Improvements	18,023
Total	21,323
Accumulated Depreciation	(2,434)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
679 San Diego CA | Life science
Initial Cost to Company
Land	7,872
Buildings and Improvements	34,617
Costs Capitalized Subsequent to Acquisition	17,163
Gross Amount at Which Carried As of Year End
Land	7,872
Buildings and Improvements	51,781
Total	59,653
Accumulated Depreciation	(11,907)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
837 San Diego CA | Life science
Initial Cost to Company
Land	4,630
Buildings and Improvements	2,029
Costs Capitalized Subsequent to Acquisition	8,645
Gross Amount at Which Carried As of Year End
Land	4,630
Buildings and Improvements	10,673
Total	15,303
Accumulated Depreciation	(1,366)
Life on Which Depreciation in Latest Income Statement is Computed	31 years
838 San Diego CA | Life science
Initial Cost to Company
Land	2,040
Buildings and Improvements	902
Costs Capitalized Subsequent to Acquisition	4,942
Gross Amount at Which Carried As of Year End
Land	2,040
Buildings and Improvements	5,844
Total	7,884
Accumulated Depreciation	(360)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
839 San Diego CA | Life science
Initial Cost to Company
Land	3,940
Buildings and Improvements	3,184
Costs Capitalized Subsequent to Acquisition	4,459
Gross Amount at Which Carried As of Year End
Land	3,940
Buildings and Improvements	6,847
Total	10,787
Accumulated Depreciation	(2,679)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
840 San Diego CA | Life science
Initial Cost to Company
Land	5,690
Buildings and Improvements	4,579
Costs Capitalized Subsequent to Acquisition	673
Gross Amount at Which Carried As of Year End
Land	5,690
Buildings and Improvements	5,252
Total	10,942
Accumulated Depreciation	(1,155)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1418 San Diego CA | Life science
Initial Cost to Company
Land	11,700
Buildings and Improvements	31,243
Costs Capitalized Subsequent to Acquisition	6,430
Gross Amount at Which Carried As of Year End
Land	11,700
Buildings and Improvements	37,672
Total	49,372
Accumulated Depreciation	(5,503)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1420 San Diego CA | Life science
Initial Cost to Company
Land	6,524
Costs Capitalized Subsequent to Acquisition	3,497
Gross Amount at Which Carried As of Year End
Land	6,524
Buildings and Improvements	3,497
Total	10,021
1421 San Diego CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	33,779
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	33,779
Total	40,779
Accumulated Depreciation	(4,574)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1422 San Diego CA | Life science
Initial Cost to Company
Land	14,800
Buildings and Improvements	7,600
Costs Capitalized Subsequent to Acquisition	3,178
Gross Amount at Which Carried As of Year End
Land	14,800
Buildings and Improvements	10,778
Total	25,578
Accumulated Depreciation	(1,625)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1423 San Diego CA | Life science
Initial Cost to Company
Land	8,400
Buildings and Improvements	33,144
Gross Amount at Which Carried As of Year End
Land	8,400
Buildings and Improvements	33,144
Total	41,544
Accumulated Depreciation	(4,488)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1514 San Diego CA | Life science
Initial Cost to Company
Land	5,200
Gross Amount at Which Carried As of Year End
Land	5,200
Total	5,200
1558 San Diego CA | Life science
Initial Cost to Company
Land	7,740
Buildings and Improvements	22,654
Costs Capitalized Subsequent to Acquisition	1,088
Gross Amount at Which Carried As of Year End
Land	7,778
Buildings and Improvements	23,703
Total	31,481
Accumulated Depreciation	(3,097)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
1948 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	25,230
Initial Cost to Company
Land	5,879
Buildings and Improvements	25,305
Costs Capitalized Subsequent to Acquisition	325
Gross Amount at Which Carried As of Year End
Land	5,879
Buildings and Improvements	25,631
Total	31,510
Accumulated Depreciation	(1,689)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1950 San Diego CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,098
Initial Cost to Company
Land	884
Buildings and Improvements	2,796
Gross Amount at Which Carried As of Year End
Land	884
Buildings and Improvements	2,796
Total	3,680
Accumulated Depreciation	(186)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1407 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,741
Initial Cost to Company
Land	28,600
Buildings and Improvements	48,700
Costs Capitalized Subsequent to Acquisition	4,961
Gross Amount at Which Carried As of Year End
Land	28,600
Buildings and Improvements	53,662
Total	82,262
Accumulated Depreciation	(8,876)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1408 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	813
Initial Cost to Company
Land	9,000
Buildings and Improvements	17,800
Costs Capitalized Subsequent to Acquisition	1,004
Gross Amount at Which Carried As of Year End
Land	9,000
Buildings and Improvements	18,804
Total	27,804
Accumulated Depreciation	(2,410)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1409 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,737
Initial Cost to Company
Land	18,000
Buildings and Improvements	38,043
Costs Capitalized Subsequent to Acquisition	421
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	38,464
Total	56,464
Accumulated Depreciation	(5,174)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1410 South San Francisco CA | Life science
Initial Cost to Company
Land	4,900
Buildings and Improvements	18,100
Costs Capitalized Subsequent to Acquisition	150
Gross Amount at Which Carried As of Year End
Land	4,900
Buildings and Improvements	18,250
Total	23,150
Accumulated Depreciation	(2,454)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1411 South San Francisco CA | Life science
Initial Cost to Company
Land	8,000
Buildings and Improvements	27,700
Costs Capitalized Subsequent to Acquisition	86
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	27,786
Total	35,786
Accumulated Depreciation	(3,758)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1412 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,084
Initial Cost to Company
Land	10,100
Buildings and Improvements	22,521
Costs Capitalized Subsequent to Acquisition	238
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	22,759
Total	32,859
Accumulated Depreciation	(3,054)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1413 South San Francisco CA | Life science
Initial Cost to Company
Land	8,000
Buildings and Improvements	28,299
Costs Capitalized Subsequent to Acquisition	252
Gross Amount at Which Carried As of Year End
Land	8,000
Buildings and Improvements	28,550
Total	36,550
Accumulated Depreciation	(3,843)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1414 South San Francisco CA | Life science
Initial Cost to Company
Land	3,700
Buildings and Improvements	20,800
Costs Capitalized Subsequent to Acquisition	212
Gross Amount at Which Carried As of Year End
Land	3,700
Buildings and Improvements	21,012
Total	24,712
Accumulated Depreciation	(2,820)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1430 South San Francisco CA | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,118
Initial Cost to Company
Land	10,700
Buildings and Improvements	23,621
Costs Capitalized Subsequent to Acquisition	212
Gross Amount at Which Carried As of Year End
Land	10,700
Buildings and Improvements	23,832
Total	34,532
Accumulated Depreciation	(3,233)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1431 South San Francisco CA | Life science
Initial Cost to Company
Land	7,000
Buildings and Improvements	15,500
Costs Capitalized Subsequent to Acquisition	157
Gross Amount at Which Carried As of Year End
Land	7,000
Buildings and Improvements	15,657
Total	22,657
Accumulated Depreciation	(2,106)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1435 South San Francisco CA | Life science
Initial Cost to Company
Land	13,800
Buildings and Improvements	42,500
Costs Capitalized Subsequent to Acquisition	32,764
Gross Amount at Which Carried As of Year End
Land	13,800
Buildings and Improvements	75,264
Total	89,064
Accumulated Depreciation	(6,907)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1436 South San Francisco CA | Life science
Initial Cost to Company
Land	14,500
Buildings and Improvements	45,300
Costs Capitalized Subsequent to Acquisition	34,087
Gross Amount at Which Carried As of Year End
Land	14,500
Buildings and Improvements	79,387
Total	93,887
Accumulated Depreciation	(7,229)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1437 South San Francisco CA | Life science
Initial Cost to Company
Land	9,400
Buildings and Improvements	24,800
Costs Capitalized Subsequent to Acquisition	16,980
Gross Amount at Which Carried As of Year End
Land	9,400
Buildings and Improvements	41,781
Total	51,181
Accumulated Depreciation	(3,127)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1439 South San Francisco CA | Life science
Initial Cost to Company
Land	11,900
Buildings and Improvements	68,848
Costs Capitalized Subsequent to Acquisition	70
Gross Amount at Which Carried As of Year End
Land	11,900
Buildings and Improvements	68,918
Total	80,818
Accumulated Depreciation	(9,325)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1440 South San Francisco CA | Life science
Initial Cost to Company
Land	10,000
Buildings and Improvements	57,954
Gross Amount at Which Carried As of Year End
Land	10,000
Buildings and Improvements	57,954
Total	67,954
Accumulated Depreciation	(7,848)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1441 South San Francisco CA | Life science
Initial Cost to Company
Land	9,300
Buildings and Improvements	43,549
Gross Amount at Which Carried As of Year End
Land	9,300
Buildings and Improvements	43,549
Total	52,849
Accumulated Depreciation	(5,897)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1442 South San Francisco CA | Life science
Initial Cost to Company
Land	11,000
Buildings and Improvements	47,289
Costs Capitalized Subsequent to Acquisition	81
Gross Amount at Which Carried As of Year End
Land	11,000
Buildings and Improvements	47,370
Total	58,370
Accumulated Depreciation	(6,427)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1443 South San Francisco CA | Life science
Initial Cost to Company
Land	13,200
Buildings and Improvements	60,932
Costs Capitalized Subsequent to Acquisition	1,158
Gross Amount at Which Carried As of Year End
Land	13,200
Buildings and Improvements	62,090
Total	75,290
Accumulated Depreciation	(7,737)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1444 South San Francisco CA | Life science
Initial Cost to Company
Land	10,500
Buildings and Improvements	33,776
Costs Capitalized Subsequent to Acquisition	337
Gross Amount at Which Carried As of Year End
Land	10,500
Buildings and Improvements	34,112
Total	44,612
Accumulated Depreciation	(4,602)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1445 South San Francisco CA | Life science
Initial Cost to Company
Land	10,600
Buildings and Improvements	34,083
Gross Amount at Which Carried As of Year End
Land	10,600
Buildings and Improvements	34,083
Total	44,683
Accumulated Depreciation	(4,615)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1448 South San Francisco CA | Life science
Initial Cost to Company
Land	14,100
Buildings and Improvements	71,344
Costs Capitalized Subsequent to Acquisition	52
Gross Amount at Which Carried As of Year End
Land	14,100
Buildings and Improvements	71,396
Total	85,496
Accumulated Depreciation	(9,667)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1449 South San Francisco CA | Life science
Initial Cost to Company
Land	12,800
Buildings and Improvements	63,600
Costs Capitalized Subsequent to Acquisition	472
Gross Amount at Which Carried As of Year End
Land	12,800
Buildings and Improvements	64,072
Total	76,872
Accumulated Depreciation	(8,723)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1450 South San Francisco CA | Life science
Initial Cost to Company
Land	11,200
Buildings and Improvements	79,222
Costs Capitalized Subsequent to Acquisition	20
Gross Amount at Which Carried As of Year End
Land	11,200
Buildings and Improvements	79,242
Total	90,442
Accumulated Depreciation	(10,730)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1451 South San Francisco CA | Life science
Initial Cost to Company
Land	7,200
Buildings and Improvements	50,856
Costs Capitalized Subsequent to Acquisition	66
Gross Amount at Which Carried As of Year End
Land	7,200
Buildings and Improvements	50,922
Total	58,122
Accumulated Depreciation	(6,894)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1452 South San Francisco CA | Life science
Initial Cost to Company
Land	14,400
Buildings and Improvements	101,362
Costs Capitalized Subsequent to Acquisition	(115)
Gross Amount at Which Carried As of Year End
Land	14,400
Buildings and Improvements	101,247
Total	115,647
Accumulated Depreciation	(13,699)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1454 South San Francisco CA | Life science
Initial Cost to Company
Land	11,100
Buildings and Improvements	47,738
Costs Capitalized Subsequent to Acquisition	9,369
Gross Amount at Which Carried As of Year End
Land	11,100
Buildings and Improvements	57,108
Total	68,208
Accumulated Depreciation	(8,748)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1455 South San Francisco CA | Life science
Initial Cost to Company
Land	9,700
Buildings and Improvements	41,937
Costs Capitalized Subsequent to Acquisition	5,835
Gross Amount at Which Carried As of Year End
Land	10,261
Buildings and Improvements	47,211
Total	57,472
Accumulated Depreciation	(6,906)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1456 South San Francisco CA | Life science
Initial Cost to Company
Land	6,300
Buildings and Improvements	22,900
Costs Capitalized Subsequent to Acquisition	8,196
Gross Amount at Which Carried As of Year End
Land	6,300
Buildings and Improvements	31,096
Total	37,396
Accumulated Depreciation	(4,858)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1458 South San Francisco CA | Life science
Initial Cost to Company
Land	10,900
Buildings and Improvements	20,900
Costs Capitalized Subsequent to Acquisition	4,094
Gross Amount at Which Carried As of Year End
Land	10,909
Buildings and Improvements	24,788
Total	35,697
Accumulated Depreciation	(5,567)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1459 South San Francisco CA | Life science
Initial Cost to Company
Land	3,600
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	183
Gross Amount at Which Carried As of Year End
Land	3,600
Buildings and Improvements	283
Total	3,883
Accumulated Depreciation	(94)
Life on Which Depreciation in Latest Income Statement is Computed	5 years
1460 South San Francisco CA | Life science
Initial Cost to Company
Land	2,300
Buildings and Improvements	100
Costs Capitalized Subsequent to Acquisition	92
Gross Amount at Which Carried As of Year End
Land	2,300
Buildings and Improvements	192
Total	2,492
Accumulated Depreciation	(100)
Life on Which Depreciation in Latest Income Statement is Computed	5 years
1461 South San Francisco CA | Life science
Initial Cost to Company
Land	3,900
Buildings and Improvements	200
Costs Capitalized Subsequent to Acquisition	171
Gross Amount at Which Carried As of Year End
Land	3,900
Buildings and Improvements	371
Total	4,271
Accumulated Depreciation	(200)
Life on Which Depreciation in Latest Income Statement is Computed	5 years
1462 South San Francisco CA | Life science
Initial Cost to Company
Land	7,117
Buildings and Improvements	600
Costs Capitalized Subsequent to Acquisition	5,020
Gross Amount at Which Carried As of Year End
Land	7,117
Buildings and Improvements	5,272
Total	12,389
Accumulated Depreciation	(674)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1463 South San Francisco CA | Life science
Initial Cost to Company
Land	10,381
Buildings and Improvements	2,300
Costs Capitalized Subsequent to Acquisition	16,370
Gross Amount at Which Carried As of Year End
Land	10,381
Buildings and Improvements	18,670
Total	29,051
Accumulated Depreciation	(1,094)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1464 South San Francisco CA | Life science
Initial Cost to Company
Land	7,403
Buildings and Improvements	700
Costs Capitalized Subsequent to Acquisition	7,287
Gross Amount at Which Carried As of Year End
Land	7,403
Buildings and Improvements	7,987
Total	15,390
Accumulated Depreciation	(522)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1468 South San Francisco CA | Life science
Initial Cost to Company
Land	10,100
Buildings and Improvements	24,013
Costs Capitalized Subsequent to Acquisition	2,796
Gross Amount at Which Carried As of Year End
Land	10,100
Buildings and Improvements	26,809
Total	36,909
Accumulated Depreciation	(5,478)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1480 South San Francisco CA | Life science
Initial Cost to Company
Land	32,210
Buildings and Improvements	3,110
Costs Capitalized Subsequent to Acquisition	11,185
Gross Amount at Which Carried As of Year End
Land	32,210
Buildings and Improvements	14,295
Total	46,505
1559 South San Francisco CA | Life science
Initial Cost to Company
Land	5,666
Buildings and Improvements	5,773
Costs Capitalized Subsequent to Acquisition	188
Gross Amount at Which Carried As of Year End
Land	5,695
Buildings and Improvements	5,863
Total	11,558
Accumulated Depreciation	(5,892)
Life on Which Depreciation in Latest Income Statement is Computed	5 years
1560 South San Francisco CA | Life science
Initial Cost to Company
Land	1,204
Buildings and Improvements	1,293
Costs Capitalized Subsequent to Acquisition	15
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	1,287
Total	2,497
Accumulated Depreciation	(1,293)
Life on Which Depreciation in Latest Income Statement is Computed	5 years
1982 South San Francisco CA | Life science
Initial Cost to Company
Land	64,900
Costs Capitalized Subsequent to Acquisition	9,586
Gross Amount at Which Carried As of Year End
Land	64,900
Buildings and Improvements	9,586
Total	74,486
1604 Cambridge MA | Life science
Initial Cost to Company
Land	8,389
Buildings and Improvements	10,630
Costs Capitalized Subsequent to Acquisition	16,944
Gross Amount at Which Carried As of Year End
Land	8,389
Buildings and Improvements	27,574
Total	35,963
Accumulated Depreciation	(1)
2011 Durham NC | Life science
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,044
Initial Cost to Company
Land	447
Buildings and Improvements	6,152
Costs Capitalized Subsequent to Acquisition	3,411
Gross Amount at Which Carried As of Year End
Land	448
Buildings and Improvements	9,564
Total	10,012
2029 Durham NC | Life science
Initial Cost to Company
Land	1,920
Buildings and Improvements	5,661
Costs Capitalized Subsequent to Acquisition	2,180
Gross Amount at Which Carried As of Year End
Land	1,920
Buildings and Improvements	7,841
Total	9,761
Accumulated Depreciation	(126)
Life on Which Depreciation in Latest Income Statement is Computed	20 years
461 Salt Lake City UT | Life science
Initial Cost to Company
Land	500
Buildings and Improvements	8,548
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	8,548
Total	9,048
Accumulated Depreciation	(2,908)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
462 Salt Lake City UT | Life science
Initial Cost to Company
Land	890
Buildings and Improvements	15,623
Gross Amount at Which Carried As of Year End
Land	890
Buildings and Improvements	15,624
Total	16,514
Accumulated Depreciation	(4,678)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
463 Salt Lake City UT | Life science
Initial Cost to Company
Land	190
Buildings and Improvements	9,875
Gross Amount at Which Carried As of Year End
Land	190
Buildings and Improvements	9,875
Total	10,065
Accumulated Depreciation	(2,540)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
464 Salt Lake City UT | Life science
Initial Cost to Company
Land	630
Buildings and Improvements	6,921
Costs Capitalized Subsequent to Acquisition	62
Gross Amount at Which Carried As of Year End
Land	630
Buildings and Improvements	6,984
Total	7,614
Accumulated Depreciation	(2,143)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
465 Salt Lake City UT | Life science
Initial Cost to Company
Land	125
Buildings and Improvements	6,368
Costs Capitalized Subsequent to Acquisition	67
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	6,435
Total	6,560
Accumulated Depreciation	(1,640)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
466 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	14,614
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Buildings and Improvements	14,621
Total	14,621
Accumulated Depreciation	(3,235)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
507 Salt Lake City UT | Life science
Initial Cost to Company
Land	280
Buildings and Improvements	4,345
Costs Capitalized Subsequent to Acquisition	226
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	4,571
Total	4,851
Accumulated Depreciation	(1,022)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
537 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	6,517
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,517
Total	6,517
Accumulated Depreciation	(1,532)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
799 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	14,600
Costs Capitalized Subsequent to Acquisition	90
Gross Amount at Which Carried As of Year End
Buildings and Improvements	14,690
Total	14,690
Accumulated Depreciation	(2,140)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1593 Salt Lake City UT | Life science
Initial Cost to Company
Buildings and Improvements	23,998
Gross Amount at Which Carried As of Year End
Buildings and Improvements	23,998
Total	23,998
Accumulated Depreciation	(1,757)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
638 Anchorage AK | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,237
Initial Cost to Company
Land	1,456
Buildings and Improvements	10,650
Costs Capitalized Subsequent to Acquisition	5,447
Gross Amount at Which Carried As of Year End
Land	1,456
Buildings and Improvements	16,046
Total	17,502
Accumulated Depreciation	(1,726)
520 Chandler AZ | Medical office
Initial Cost to Company
Land	3,669
Buildings and Improvements	13,503
Costs Capitalized Subsequent to Acquisition	1,836
Gross Amount at Which Carried As of Year End
Land	3,669
Buildings and Improvements	15,095
Total	18,764
Accumulated Depreciation	(3,287)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2040 Mesa AZ | Medical office
Initial Cost to Company
Buildings and Improvements	17,314
Costs Capitalized Subsequent to Acquisition	1
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,314
Total	17,314
Accumulated Depreciation	(176)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
468 Oro Valley AZ | Medical office
Initial Cost to Company
Land	1,050
Buildings and Improvements	6,774
Costs Capitalized Subsequent to Acquisition	892
Gross Amount at Which Carried As of Year End
Land	1,050
Buildings and Improvements	7,090
Total	8,140
Accumulated Depreciation	(1,691)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
356 Phoenix AZ | Medical office
Initial Cost to Company
Land	780
Buildings and Improvements	3,199
Costs Capitalized Subsequent to Acquisition	992
Gross Amount at Which Carried As of Year End
Land	780
Buildings and Improvements	3,465
Total	4,245
Accumulated Depreciation	(1,338)
Life on Which Depreciation in Latest Income Statement is Computed	32 years
470 Phoenix AZ | Medical office
Initial Cost to Company
Land	280
Buildings and Improvements	877
Costs Capitalized Subsequent to Acquisition	42
Gross Amount at Which Carried As of Year End
Land	280
Buildings and Improvements	918
Total	1,198
Accumulated Depreciation	(236)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
1066 Scottsdale AZ | Medical office
Initial Cost to Company
Land	5,115
Buildings and Improvements	14,064
Costs Capitalized Subsequent to Acquisition	2,015
Gross Amount at Which Carried As of Year End
Land	4,791
Buildings and Improvements	16,396
Total	21,187
Accumulated Depreciation	(3,037)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2021 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	12,312
Costs Capitalized Subsequent to Acquisition	5
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,317
Total	12,317
Accumulated Depreciation	(249)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2022 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	9,179
Costs Capitalized Subsequent to Acquisition	10
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,190
Total	9,190
Accumulated Depreciation	(210)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2023 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	6,398
Costs Capitalized Subsequent to Acquisition	14
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,412
Total	6,412
Accumulated Depreciation	(116)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2024 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	9,522
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,522
Total	9,522
Accumulated Depreciation	(165)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2025 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	4,102
Costs Capitalized Subsequent to Acquisition	36
Gross Amount at Which Carried As of Year End
Buildings and Improvements	4,138
Total	4,138
Accumulated Depreciation	(92)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2026 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	3,655
Gross Amount at Which Carried As of Year End
Buildings and Improvements	3,655
Total	3,655
Accumulated Depreciation	(63)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2027 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	7,168
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,168
Total	7,168
Accumulated Depreciation	(129)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2028 Scottsdale AZ | Medical office
Initial Cost to Company
Buildings and Improvements	6,659
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,659
Total	6,659
Accumulated Depreciation	(115)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
453 Tucson AZ | Medical office
Initial Cost to Company
Land	215
Buildings and Improvements	6,318
Costs Capitalized Subsequent to Acquisition	940
Gross Amount at Which Carried As of Year End
Land	291
Buildings and Improvements	6,982
Total	7,273
Accumulated Depreciation	(2,248)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
556 Tucson AZ | Medical office
Initial Cost to Company
Land	215
Buildings and Improvements	3,940
Costs Capitalized Subsequent to Acquisition	605
Gross Amount at Which Carried As of Year End
Land	215
Buildings and Improvements	4,214
Total	4,429
Accumulated Depreciation	(855)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
1041 Brentwood CA | Medical office
Initial Cost to Company
Buildings and Improvements	30,864
Costs Capitalized Subsequent to Acquisition	1,450
Gross Amount at Which Carried As of Year End
Land	25
Buildings and Improvements	32,092
Total	32,117
Accumulated Depreciation	(5,190)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1200 Encino CA | Medical office
Initial Cost to Company
Land	6,151
Buildings and Improvements	10,438
Costs Capitalized Subsequent to Acquisition	2,304
Gross Amount at Which Carried As of Year End
Land	6,453
Buildings and Improvements	12,385
Total	18,838
Accumulated Depreciation	(2,663)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
436 Murietta CA | Medical office
Initial Cost to Company
Land	400
Buildings and Improvements	9,266
Costs Capitalized Subsequent to Acquisition	1,649
Gross Amount at Which Carried As of Year End
Land	520
Buildings and Improvements	10,234
Total	10,754
Accumulated Depreciation	(3,907)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
239 Poway CA | Medical office
Initial Cost to Company
Land	2,700
Buildings and Improvements	10,839
Costs Capitalized Subsequent to Acquisition	2,070
Gross Amount at Which Carried As of Year End
Land	2,783
Buildings and Improvements	11,690
Total	14,473
Accumulated Depreciation	(4,866)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
318 Sacramento CA | Medical office
Initial Cost to Company
Land	2,860
Buildings and Improvements	21,850
Costs Capitalized Subsequent to Acquisition	8,784
Gross Amount at Which Carried As of Year End
Land	2,860
Buildings and Improvements	29,864
Total	32,724
Accumulated Depreciation	(6,105)
234 San Diego CA | Medical office
Initial Cost to Company
Land	2,848
Buildings and Improvements	5,879
Costs Capitalized Subsequent to Acquisition	1,289
Gross Amount at Which Carried As of Year End
Land	3,009
Buildings and Improvements	5,356
Total	8,365
Accumulated Depreciation	(2,605)
Life on Which Depreciation in Latest Income Statement is Computed	21 years
235 San Diego CA | Medical office
Initial Cost to Company
Land	2,863
Buildings and Improvements	8,913
Costs Capitalized Subsequent to Acquisition	2,874
Gross Amount at Which Carried As of Year End
Land	3,068
Buildings and Improvements	9,949
Total	13,017
Accumulated Depreciation	(4,855)
Life on Which Depreciation in Latest Income Statement is Computed	21 years
236 San Diego CA | Medical office
Initial Cost to Company
Land	4,619
Buildings and Improvements	19,370
Costs Capitalized Subsequent to Acquisition	3,521
Gross Amount at Which Carried As of Year End
Land	4,711
Buildings and Improvements	17,660
Total	22,371
Accumulated Depreciation	(8,308)
Life on Which Depreciation in Latest Income Statement is Computed	21 years
421 San Diego CA | Medical office
Initial Cost to Company
Land	2,910
Buildings and Improvements	17,362
Costs Capitalized Subsequent to Acquisition	9,055
Gross Amount at Which Carried As of Year End
Land	2,910
Buildings and Improvements	26,417
Total	29,327
Accumulated Depreciation	(4,547)
564 San Jose CA | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,764
Initial Cost to Company
Land	1,935
Buildings and Improvements	1,728
Costs Capitalized Subsequent to Acquisition	1,569
Gross Amount at Which Carried As of Year End
Land	1,935
Buildings and Improvements	3,178
Total	5,113
Accumulated Depreciation	(1,116)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
565 San Jose CA | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,436
Initial Cost to Company
Land	1,460
Buildings and Improvements	7,672
Costs Capitalized Subsequent to Acquisition	495
Gross Amount at Which Carried As of Year End
Land	1,460
Buildings and Improvements	8,161
Total	9,621
Accumulated Depreciation	(2,120)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
659 San Jose CA | Medical office
Initial Cost to Company
Land	1,718
Buildings and Improvements	3,124
Costs Capitalized Subsequent to Acquisition	385
Gross Amount at Which Carried As of Year End
Land	1,718
Buildings and Improvements	3,432
Total	5,150
Accumulated Depreciation	(661)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1209 Sherman Oaks CA | Medical office
Initial Cost to Company
Land	7,472
Buildings and Improvements	10,075
Costs Capitalized Subsequent to Acquisition	2,425
Gross Amount at Which Carried As of Year End
Land	7,741
Buildings and Improvements	12,221
Total	19,962
Accumulated Depreciation	(3,641)
Life on Which Depreciation in Latest Income Statement is Computed	22 years
439 Valencia CA | Medical office
Initial Cost to Company
Land	2,300
Buildings and Improvements	6,967
Costs Capitalized Subsequent to Acquisition	1,174
Gross Amount at Which Carried As of Year End
Land	2,309
Buildings and Improvements	7,036
Total	9,345
Accumulated Depreciation	(2,805)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1211 Valencia CA | Medical office
Initial Cost to Company
Land	1,344
Buildings and Improvements	7,507
Costs Capitalized Subsequent to Acquisition	503
Gross Amount at Which Carried As of Year End
Land	1,383
Buildings and Improvements	7,972
Total	9,355
Accumulated Depreciation	(1,370)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
440 West Hills CA | Medical office
Initial Cost to Company
Land	2,100
Buildings and Improvements	11,595
Costs Capitalized Subsequent to Acquisition	1,799
Gross Amount at Which Carried As of Year End
Land	2,156
Buildings and Improvements	10,603
Total	12,759
Accumulated Depreciation	(4,067)
Life on Which Depreciation in Latest Income Statement is Computed	32 years
728 Aurora CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,764
Costs Capitalized Subsequent to Acquisition	899
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,663
Total	9,663
Accumulated Depreciation	(2,896)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
1196 Aurora CO | Medical office
Initial Cost to Company
Land	210
Buildings and Improvements	12,362
Costs Capitalized Subsequent to Acquisition	1,118
Gross Amount at Which Carried As of Year End
Land	210
Buildings and Improvements	13,445
Total	13,655
Accumulated Depreciation	(2,346)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1197 Aurora CO | Medical office
Initial Cost to Company
Land	200
Buildings and Improvements	8,414
Costs Capitalized Subsequent to Acquisition	845
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	9,259
Total	9,459
Accumulated Depreciation	(1,904)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
882 Colorado Springs CO | Medical office
Initial Cost to Company
Buildings and Improvements	12,933
Costs Capitalized Subsequent to Acquisition	4,903
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,837
Total	17,837
Accumulated Depreciation	(3,995)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
814 Conifer CO | Medical office
Initial Cost to Company
Buildings and Improvements	1,485
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	13
Buildings and Improvements	1,508
Total	1,521
Accumulated Depreciation	(276)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1199 Denver CO | Medical office
Initial Cost to Company
Land	493
Buildings and Improvements	7,897
Costs Capitalized Subsequent to Acquisition	539
Gross Amount at Which Carried As of Year End
Land	558
Buildings and Improvements	8,372
Total	8,930
Accumulated Depreciation	(1,613)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
808 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,616
Costs Capitalized Subsequent to Acquisition	3,701
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,192
Total	12,192
Accumulated Depreciation	(2,489)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
809 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,449
Costs Capitalized Subsequent to Acquisition	2,131
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,294
Total	10,294
Accumulated Depreciation	(2,427)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
810 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,040
Costs Capitalized Subsequent to Acquisition	4,337
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,378
Total	12,378
Accumulated Depreciation	(2,895)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
811 Englewood CO | Medical office
Initial Cost to Company
Buildings and Improvements	8,472
Costs Capitalized Subsequent to Acquisition	1,800
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,229
Total	10,229
Accumulated Depreciation	(2,388)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
812 Littleton CO | Medical office
Initial Cost to Company
Buildings and Improvements	4,562
Costs Capitalized Subsequent to Acquisition	1,348
Gross Amount at Which Carried As of Year End
Land	79
Buildings and Improvements	5,728
Total	5,807
Accumulated Depreciation	(1,363)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
813 Littleton CO | Medical office
Initial Cost to Company
Buildings and Improvements	4,926
Costs Capitalized Subsequent to Acquisition	1,202
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	6,078
Total	6,083
Accumulated Depreciation	(1,309)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
570 Lone Tree CO | Medical office
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	18,659
Gross Amount at Which Carried As of Year End
Buildings and Improvements	18,531
Total	18,531
Accumulated Depreciation	(4,152)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
666 Lone Tree CO | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	14,103
Initial Cost to Company
Buildings and Improvements	23,274
Costs Capitalized Subsequent to Acquisition	823
Gross Amount at Which Carried As of Year End
Buildings and Improvements	24,086
Total	24,086
Accumulated Depreciation	(4,248)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
1076 Parker CO | Medical office
Initial Cost to Company
Buildings and Improvements	13,388
Costs Capitalized Subsequent to Acquisition	106
Gross Amount at Which Carried As of Year End
Land	8
Buildings and Improvements	13,477
Total	13,485
Accumulated Depreciation	(2,308)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
510 Thornton CO | Medical office
Initial Cost to Company
Land	236
Buildings and Improvements	10,206
Costs Capitalized Subsequent to Acquisition	1,800
Gross Amount at Which Carried As of Year End
Land	244
Buildings and Improvements	11,974
Total	12,218
Accumulated Depreciation	(2,980)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
433 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	5,651
Costs Capitalized Subsequent to Acquisition	495
Gross Amount at Which Carried As of Year End
Land	33
Buildings and Improvements	5,796
Total	5,829
Accumulated Depreciation	(2,408)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
434 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	2,027
Costs Capitalized Subsequent to Acquisition	177
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	2,199
Total	2,204
Accumulated Depreciation	(851)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
435 Atlantis FL | Medical office
Initial Cost to Company
Buildings and Improvements	2,000
Costs Capitalized Subsequent to Acquisition	427
Gross Amount at Which Carried As of Year End
Buildings and Improvements	2,328
Total	2,328
Accumulated Depreciation	(922)
Life on Which Depreciation in Latest Income Statement is Computed	32 years
602 Atlantis FL | Medical office
Initial Cost to Company
Land	455
Buildings and Improvements	2,231
Costs Capitalized Subsequent to Acquisition	336
Gross Amount at Which Carried As of Year End
Land	455
Buildings and Improvements	2,377
Total	2,832
Accumulated Depreciation	(486)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
604 Englewood FL | Medical office
Initial Cost to Company
Land	170
Buildings and Improvements	1,134
Costs Capitalized Subsequent to Acquisition	240
Gross Amount at Which Carried As of Year End
Land	198
Buildings and Improvements	1,330
Total	1,528
Accumulated Depreciation	(312)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
609 Kissimmee FL | Medical office
Initial Cost to Company
Land	788
Buildings and Improvements	174
Costs Capitalized Subsequent to Acquisition	211
Gross Amount at Which Carried As of Year End
Land	815
Buildings and Improvements	335
Total	1,150
Accumulated Depreciation	(108)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
610 Kissimmee FL | Medical office
Initial Cost to Company
Land	481
Buildings and Improvements	347
Costs Capitalized Subsequent to Acquisition	304
Gross Amount at Which Carried As of Year End
Land	486
Buildings and Improvements	646
Total	1,132
Accumulated Depreciation	(150)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
671 Kissimmee FL | Medical office
Initial Cost to Company
Buildings and Improvements	7,574
Costs Capitalized Subsequent to Acquisition	1,595
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,601
Total	8,601
Accumulated Depreciation	(1,690)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
603 Lake Worth FL | Medical office
Initial Cost to Company
Land	1,507
Buildings and Improvements	2,894
Costs Capitalized Subsequent to Acquisition	1,807
Gross Amount at Which Carried As of Year End
Land	1,507
Buildings and Improvements	4,570
Total	6,077
Accumulated Depreciation	(681)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
612 Margate FL | Medical office
Initial Cost to Company
Land	1,553
Buildings and Improvements	6,898
Costs Capitalized Subsequent to Acquisition	560
Gross Amount at Which Carried As of Year End
Land	1,553
Buildings and Improvements	7,441
Total	8,994
Accumulated Depreciation	(1,376)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
613 Miami FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,538
Initial Cost to Company
Land	4,392
Buildings and Improvements	11,841
Costs Capitalized Subsequent to Acquisition	2,464
Gross Amount at Which Carried As of Year End
Land	4,392
Buildings and Improvements	14,137
Total	18,529
Accumulated Depreciation	(3,074)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1067 Milton FL | Medical office
Initial Cost to Company
Buildings and Improvements	8,566
Costs Capitalized Subsequent to Acquisition	217
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,775
Total	8,775
Accumulated Depreciation	(1,392)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
563 Orlando FL | Medical office
Initial Cost to Company
Land	2,144
Buildings and Improvements	5,136
Costs Capitalized Subsequent to Acquisition	3,142
Gross Amount at Which Carried As of Year End
Land	2,288
Buildings and Improvements	8,018
Total	10,306
Accumulated Depreciation	(2,603)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
833 Pace FL | Medical office
Initial Cost to Company
Buildings and Improvements	10,309
Costs Capitalized Subsequent to Acquisition	2,548
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,534
Total	12,534
Accumulated Depreciation	(3,127)
Life on Which Depreciation in Latest Income Statement is Computed	44 years
834 Pensacola FL | Medical office
Initial Cost to Company
Buildings and Improvements	11,166
Costs Capitalized Subsequent to Acquisition	478
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,644
Total	11,644
Accumulated Depreciation	(1,836)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
614 Plantation FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	787
Initial Cost to Company
Land	969
Buildings and Improvements	3,241
Costs Capitalized Subsequent to Acquisition	824
Gross Amount at Which Carried As of Year End
Land	1,011
Buildings and Improvements	4,014
Total	5,025
Accumulated Depreciation	(988)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
673 Plantation FL | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,943
Initial Cost to Company
Land	1,091
Buildings and Improvements	7,176
Costs Capitalized Subsequent to Acquisition	472
Gross Amount at Which Carried As of Year End
Land	1,091
Buildings and Improvements	7,524
Total	8,615
Accumulated Depreciation	(1,407)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
701 St. Petersburg FL | Medical office
Initial Cost to Company
Buildings and Improvements	10,141
Costs Capitalized Subsequent to Acquisition	3,654
Gross Amount at Which Carried As of Year End
Buildings and Improvements	13,651
Total	13,651
Accumulated Depreciation	(2,769)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
1210 Tampa FL | Medical office
Initial Cost to Company
Land	1,967
Buildings and Improvements	6,602
Costs Capitalized Subsequent to Acquisition	3,612
Gross Amount at Which Carried As of Year End
Land	2,067
Buildings and Improvements	9,894
Total	11,961
Accumulated Depreciation	(2,874)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
1058 McCaysville GA | Medical office
Initial Cost to Company
Buildings and Improvements	3,231
Costs Capitalized Subsequent to Acquisition	18
Gross Amount at Which Carried As of Year End
Buildings and Improvements	3,249
Total	3,249
Accumulated Depreciation	(513)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1065 Marion IL | Medical office
Initial Cost to Company
Land	99
Buildings and Improvements	11,484
Costs Capitalized Subsequent to Acquisition	98
Gross Amount at Which Carried As of Year End
Land	100
Buildings and Improvements	11,581
Total	11,681
Accumulated Depreciation	(1,931)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1057 Newburgh IN | Medical office
Initial Cost to Company
Buildings and Improvements	14,019
Costs Capitalized Subsequent to Acquisition	1,234
Gross Amount at Which Carried As of Year End
Buildings and Improvements	15,247
Total	15,247
Accumulated Depreciation	(2,342)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2039 Kansas City KS | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,895
Initial Cost to Company
Land	440
Buildings and Improvements	2,173
Costs Capitalized Subsequent to Acquisition	2
Gross Amount at Which Carried As of Year End
Land	440
Buildings and Improvements	2,173
Total	2,613
Accumulated Depreciation	(28)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2043 Overland Park KS | Medical office
Initial Cost to Company
Buildings and Improvements	7,668
Costs Capitalized Subsequent to Acquisition	3
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,668
Total	7,668
Accumulated Depreciation	(91)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
483 Wichita KS | Medical office
Initial Cost to Company
Land	530
Buildings and Improvements	3,341
Costs Capitalized Subsequent to Acquisition	374
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	3,716
Total	4,246
Accumulated Depreciation	(951)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1064 Lexington KY | Medical office
Initial Cost to Company
Buildings and Improvements	12,726
Costs Capitalized Subsequent to Acquisition	859
Gross Amount at Which Carried As of Year End
Buildings and Improvements	13,583
Total	13,583
Accumulated Depreciation	(2,476)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
735 Louisville KY | Medical office
Initial Cost to Company
Land	936
Buildings and Improvements	8,426
Costs Capitalized Subsequent to Acquisition	2,758
Gross Amount at Which Carried As of Year End
Land	936
Buildings and Improvements	11,077
Total	12,013
Accumulated Depreciation	(7,101)
Life on Which Depreciation in Latest Income Statement is Computed	11 years
737 Louisville KY | Medical office
Initial Cost to Company
Land	835
Buildings and Improvements	27,627
Costs Capitalized Subsequent to Acquisition	2,386
Gross Amount at Which Carried As of Year End
Land	835
Buildings and Improvements	29,610
Total	30,445
Accumulated Depreciation	(6,638)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
738 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,959
Initial Cost to Company
Land	780
Buildings and Improvements	8,582
Costs Capitalized Subsequent to Acquisition	3,309
Gross Amount at Which Carried As of Year End
Land	808
Buildings and Improvements	11,782
Total	12,590
Accumulated Depreciation	(4,955)
Life on Which Depreciation in Latest Income Statement is Computed	18 years
739 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,015
Initial Cost to Company
Land	826
Buildings and Improvements	13,814
Costs Capitalized Subsequent to Acquisition	1,531
Gross Amount at Which Carried As of Year End
Land	826
Buildings and Improvements	14,855
Total	15,681
Accumulated Depreciation	(3,452)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
740 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,679
Initial Cost to Company
Land	2,983
Buildings and Improvements	13,171
Costs Capitalized Subsequent to Acquisition	3,237
Gross Amount at Which Carried As of Year End
Land	2,983
Buildings and Improvements	16,235
Total	19,218
Accumulated Depreciation	(4,266)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1944 Louisville KY | Medical office
Initial Cost to Company
Land	788
Buildings and Improvements	2,414
Gross Amount at Which Carried As of Year End
Land	788
Buildings and Improvements	2,414
Total	3,202
Accumulated Depreciation	(193)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
1945 Louisville KY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	24,937
Initial Cost to Company
Land	3,255
Buildings and Improvements	28,644
Gross Amount at Which Carried As of Year End
Land	3,255
Buildings and Improvements	28,644
Total	31,899
Accumulated Depreciation	(1,910)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1946 Louisville KY | Medical office
Initial Cost to Company
Land	430
Buildings and Improvements	6,125
Gross Amount at Which Carried As of Year End
Land	430
Buildings and Improvements	6,125
Total	6,555
Accumulated Depreciation	(408)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1324 Haverhill MA | Medical office
Initial Cost to Company
Land	800
Buildings and Improvements	8,537
Costs Capitalized Subsequent to Acquisition	1,388
Gross Amount at Which Carried As of Year End
Land	828
Buildings and Improvements	9,896
Total	10,724
Accumulated Depreciation	(1,851)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1213 Ellicott City MD | Medical office
Initial Cost to Company
Land	1,115
Buildings and Improvements	3,206
Costs Capitalized Subsequent to Acquisition	1,439
Gross Amount at Which Carried As of Year End
Land	1,115
Buildings and Improvements	4,645
Total	5,760
Accumulated Depreciation	(1,003)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
361 Glen Burnie MD | Medical office
Initial Cost to Company
Land	670
Buildings and Improvements	5,085
Gross Amount at Which Carried As of Year End
Land	670
Buildings and Improvements	5,085
Total	5,755
Accumulated Depreciation	(1,985)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1052 Towson MD | Medical office
Initial Cost to Company
Buildings and Improvements	14,233
Costs Capitalized Subsequent to Acquisition	3,588
Gross Amount at Which Carried As of Year End
Buildings and Improvements	15,777
Total	15,777
Accumulated Depreciation	(3,467)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
240 Minneapolis MN | Medical office
Initial Cost to Company
Land	117
Buildings and Improvements	13,213
Costs Capitalized Subsequent to Acquisition	1,394
Gross Amount at Which Carried As of Year End
Land	117
Buildings and Improvements	14,458
Total	14,575
Accumulated Depreciation	(6,071)
Life on Which Depreciation in Latest Income Statement is Computed	32 years
300 Minneapolis MN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,370
Initial Cost to Company
Land	160
Buildings and Improvements	10,131
Costs Capitalized Subsequent to Acquisition	2,461
Gross Amount at Which Carried As of Year End
Land	160
Buildings and Improvements	12,195
Total	12,355
Accumulated Depreciation	(4,896)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2032 Independence MO | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	33,387
Initial Cost to Company
Buildings and Improvements	48,025
Costs Capitalized Subsequent to Acquisition	4
Gross Amount at Which Carried As of Year End
Buildings and Improvements	48,025
Total	48,025
Accumulated Depreciation	(194)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1078 Flowood MS | Medical office
Initial Cost to Company
Buildings and Improvements	8,413
Costs Capitalized Subsequent to Acquisition	689
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,075
Total	9,075
Accumulated Depreciation	(1,553)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1059 Jackson MS | Medical office
Initial Cost to Company
Buildings and Improvements	8,869
Costs Capitalized Subsequent to Acquisition	37
Gross Amount at Which Carried As of Year End
Buildings and Improvements	8,905
Total	8,905
Accumulated Depreciation	(1,391)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1060 Jackson MS | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,005
Initial Cost to Company
Buildings and Improvements	7,187
Costs Capitalized Subsequent to Acquisition	2,160
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,347
Total	9,347
Accumulated Depreciation	(1,696)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1068 Omaha NE | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	13,661
Initial Cost to Company
Buildings and Improvements	16,243
Costs Capitalized Subsequent to Acquisition	400
Gross Amount at Which Carried As of Year End
Land	17
Buildings and Improvements	16,615
Total	16,632
Accumulated Depreciation	(2,714)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
729 Albuquerque NM | Medical office
Initial Cost to Company
Buildings and Improvements	5,380
Costs Capitalized Subsequent to Acquisition	182
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,563
Total	5,563
Accumulated Depreciation	(1,109)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
348 Elko NV | Medical office
Initial Cost to Company
Land	55
Buildings and Improvements	2,637
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Land	55
Buildings and Improvements	2,649
Total	2,704
Accumulated Depreciation	(1,050)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
571 Las Vegas NV | Medical office
Initial Cost to Company
Costs Capitalized Subsequent to Acquisition	18,002
Gross Amount at Which Carried As of Year End
Buildings and Improvements	17,459
Total	17,459
Accumulated Depreciation	(4,115)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
660 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,487
Initial Cost to Company
Land	1,121
Buildings and Improvements	4,363
Costs Capitalized Subsequent to Acquisition	3,244
Gross Amount at Which Carried As of Year End
Land	1,253
Buildings and Improvements	7,423
Total	8,676
Accumulated Depreciation	(2,396)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
661 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,635
Initial Cost to Company
Land	2,125
Buildings and Improvements	4,829
Costs Capitalized Subsequent to Acquisition	3,284
Gross Amount at Which Carried As of Year End
Land	2,225
Buildings and Improvements	7,798
Total	10,023
Accumulated Depreciation	(1,767)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
662 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,953
Initial Cost to Company
Land	3,480
Buildings and Improvements	12,305
Costs Capitalized Subsequent to Acquisition	3,055
Gross Amount at Which Carried As of Year End
Land	3,480
Buildings and Improvements	15,099
Total	18,579
Accumulated Depreciation	(3,689)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
663 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,004
Initial Cost to Company
Land	1,717
Buildings and Improvements	3,597
Costs Capitalized Subsequent to Acquisition	1,985
Gross Amount at Which Carried As of Year End
Land	1,717
Buildings and Improvements	5,562
Total	7,279
Accumulated Depreciation	(1,716)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
664 Las Vegas NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,046
Initial Cost to Company
Land	1,172
Buildings and Improvements	1,550
Costs Capitalized Subsequent to Acquisition	316
Gross Amount at Which Carried As of Year End
Land	1,172
Buildings and Improvements	1,651
Total	2,823
Accumulated Depreciation	(1,649)
691 Las Vegas NV | Medical office
Initial Cost to Company
Land	3,244
Buildings and Improvements	18,339
Costs Capitalized Subsequent to Acquisition	1,574
Gross Amount at Which Carried As of Year End
Land	3,273
Buildings and Improvements	19,764
Total	23,037
Accumulated Depreciation	(6,395)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
2037 Mesquite NV | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,280
Initial Cost to Company
Buildings and Improvements	5,559
Costs Capitalized Subsequent to Acquisition	5
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,559
Total	5,559
Accumulated Depreciation	(64)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1285 Cleveland OH | Medical office
Initial Cost to Company
Land	823
Buildings and Improvements	2,726
Costs Capitalized Subsequent to Acquisition	660
Gross Amount at Which Carried As of Year End
Land	853
Buildings and Improvements	2,671
Total	3,524
Accumulated Depreciation	(546)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
400 Harrison OH | Medical office
Initial Cost to Company
Buildings and Improvements	4,561
Costs Capitalized Subsequent to Acquisition	300
Gross Amount at Which Carried As of Year End
Buildings and Improvements	4,861
Total	4,861
Accumulated Depreciation	(1,776)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1054 Durant OK | Medical office
Initial Cost to Company
Land	619
Buildings and Improvements	9,256
Costs Capitalized Subsequent to Acquisition	1,152
Gross Amount at Which Carried As of Year End
Land	651
Buildings and Improvements	10,368
Total	11,019
Accumulated Depreciation	(1,609)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
817 Owasso OK | Medical office
Initial Cost to Company
Buildings and Improvements	6,582
Costs Capitalized Subsequent to Acquisition	594
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,176
Total	7,176
Accumulated Depreciation	(2,168)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
404 Roseburg OR | Medical office
Initial Cost to Company
Buildings and Improvements	5,707
Gross Amount at Which Carried As of Year End
Buildings and Improvements	5,707
Total	5,707
Accumulated Depreciation	(2,074)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
252 Clarksville TN | Medical office
Initial Cost to Company
Land	765
Buildings and Improvements	4,184
Gross Amount at Which Carried As of Year End
Land	765
Buildings and Improvements	4,184
Total	4,949
Accumulated Depreciation	(1,762)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
624 Hendersonville TN | Medical office
Initial Cost to Company
Land	256
Buildings and Improvements	1,530
Costs Capitalized Subsequent to Acquisition	661
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	2,070
Total	2,326
Accumulated Depreciation	(588)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
559 Hermitage TN | Medical office
Initial Cost to Company
Land	830
Buildings and Improvements	5,036
Costs Capitalized Subsequent to Acquisition	5,011
Gross Amount at Which Carried As of Year End
Land	830
Buildings and Improvements	9,826
Total	10,656
Accumulated Depreciation	(2,613)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
561 Hermitage TN | Medical office
Initial Cost to Company
Land	596
Buildings and Improvements	9,698
Costs Capitalized Subsequent to Acquisition	2,284
Gross Amount at Which Carried As of Year End
Land	596
Buildings and Improvements	11,548
Total	12,144
Accumulated Depreciation	(3,123)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
562 Hermitage TN | Medical office
Initial Cost to Company
Land	317
Buildings and Improvements	6,528
Costs Capitalized Subsequent to Acquisition	1,749
Gross Amount at Which Carried As of Year End
Land	317
Buildings and Improvements	8,021
Total	8,338
Accumulated Depreciation	(2,218)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
154 Knoxville TN | Medical office
Initial Cost to Company
Land	700
Buildings and Improvements	4,559
Costs Capitalized Subsequent to Acquisition	3,462
Gross Amount at Which Carried As of Year End
Land	700
Buildings and Improvements	8,022
Total	8,722
Accumulated Depreciation	(2,162)
Life on Which Depreciation in Latest Income Statement is Computed	19 years
409 Murfreesboro TN | Medical office
Initial Cost to Company
Land	900
Buildings and Improvements	12,706
Gross Amount at Which Carried As of Year End
Land	900
Buildings and Improvements	12,706
Total	13,606
Accumulated Depreciation	(5,767)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
625 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,089
Initial Cost to Company
Land	955
Buildings and Improvements	14,289
Costs Capitalized Subsequent to Acquisition	1,475
Gross Amount at Which Carried As of Year End
Land	955
Buildings and Improvements	15,518
Total	16,473
Accumulated Depreciation	(3,335)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
626 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,742
Initial Cost to Company
Land	2,050
Buildings and Improvements	5,211
Costs Capitalized Subsequent to Acquisition	2,239
Gross Amount at Which Carried As of Year End
Land	2,055
Buildings and Improvements	7,383
Total	9,438
Accumulated Depreciation	(1,543)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
627 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	530
Initial Cost to Company
Land	1,007
Buildings and Improvements	181
Costs Capitalized Subsequent to Acquisition	554
Gross Amount at Which Carried As of Year End
Land	1,007
Buildings and Improvements	715
Total	1,722
Accumulated Depreciation	(163)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
628 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,298
Initial Cost to Company
Land	2,980
Buildings and Improvements	7,164
Costs Capitalized Subsequent to Acquisition	1,331
Gross Amount at Which Carried As of Year End
Land	2,980
Buildings and Improvements	8,440
Total	11,420
Accumulated Depreciation	(1,674)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
630 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	535
Initial Cost to Company
Land	515
Buildings and Improvements	848
Costs Capitalized Subsequent to Acquisition	233
Gross Amount at Which Carried As of Year End
Land	528
Buildings and Improvements	1,067
Total	1,595
Accumulated Depreciation	(219)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
631 Nashville TN | Medical office
Initial Cost to Company
Land	266
Buildings and Improvements	1,305
Costs Capitalized Subsequent to Acquisition	789
Gross Amount at Which Carried As of Year End
Land	266
Buildings and Improvements	1,991
Total	2,257
Accumulated Depreciation	(430)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
632 Nashville TN | Medical office
Initial Cost to Company
Land	827
Buildings and Improvements	7,642
Costs Capitalized Subsequent to Acquisition	2,429
Gross Amount at Which Carried As of Year End
Land	827
Buildings and Improvements	9,976
Total	10,803
Accumulated Depreciation	(2,213)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
633 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,567
Initial Cost to Company
Land	5,425
Buildings and Improvements	12,577
Costs Capitalized Subsequent to Acquisition	3,185
Gross Amount at Which Carried As of Year End
Land	5,425
Buildings and Improvements	15,729
Total	21,154
Accumulated Depreciation	(3,390)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
634 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,747
Initial Cost to Company
Land	3,818
Buildings and Improvements	15,185
Costs Capitalized Subsequent to Acquisition	2,854
Gross Amount at Which Carried As of Year End
Land	3,818
Buildings and Improvements	17,692
Total	21,510
Accumulated Depreciation	(4,081)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
636 Nashville TN | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	436
Initial Cost to Company
Land	583
Buildings and Improvements	450
Gross Amount at Which Carried As of Year End
Land	583
Buildings and Improvements	450
Total	1,033
Accumulated Depreciation	(82)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
573 Arlington TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	8,532
Initial Cost to Company
Land	769
Buildings and Improvements	12,355
Costs Capitalized Subsequent to Acquisition	1,871
Gross Amount at Which Carried As of Year End
Land	769
Buildings and Improvements	14,160
Total	14,929
Accumulated Depreciation	(2,954)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
576 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,787
Initial Cost to Company
Land	324
Buildings and Improvements	4,842
Costs Capitalized Subsequent to Acquisition	1,588
Gross Amount at Which Carried As of Year End
Land	324
Buildings and Improvements	6,326
Total	6,650
Accumulated Depreciation	(1,787)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
577 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,125
Initial Cost to Company
Land	397
Buildings and Improvements	7,966
Costs Capitalized Subsequent to Acquisition	1,247
Gross Amount at Which Carried As of Year End
Land	397
Buildings and Improvements	8,884
Total	9,281
Accumulated Depreciation	(1,789)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
578 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,355
Initial Cost to Company
Land	388
Buildings and Improvements	7,975
Costs Capitalized Subsequent to Acquisition	1,474
Gross Amount at Which Carried As of Year End
Land	388
Buildings and Improvements	9,328
Total	9,716
Accumulated Depreciation	(1,377)
579 Conroe TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,751
Initial Cost to Company
Land	188
Buildings and Improvements	3,618
Costs Capitalized Subsequent to Acquisition	660
Gross Amount at Which Carried As of Year End
Land	188
Buildings and Improvements	4,261
Total	4,449
Accumulated Depreciation	(779)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
581 Corpus Christi TX | Medical office
Initial Cost to Company
Land	717
Buildings and Improvements	8,181
Costs Capitalized Subsequent to Acquisition	2,041
Gross Amount at Which Carried As of Year End
Land	717
Buildings and Improvements	10,178
Total	10,895
Accumulated Depreciation	(2,758)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
600 Corpus Christi TX | Medical office
Initial Cost to Company
Land	328
Buildings and Improvements	3,210
Costs Capitalized Subsequent to Acquisition	2,019
Gross Amount at Which Carried As of Year End
Land	328
Buildings and Improvements	5,029
Total	5,357
Accumulated Depreciation	(1,277)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
601 Corpus Christi TX | Medical office
Initial Cost to Company
Land	313
Buildings and Improvements	1,771
Costs Capitalized Subsequent to Acquisition	624
Gross Amount at Which Carried As of Year End
Land	313
Buildings and Improvements	2,382
Total	2,695
Accumulated Depreciation	(651)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
582 Dallas TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,268
Initial Cost to Company
Land	1,664
Buildings and Improvements	6,785
Costs Capitalized Subsequent to Acquisition	2,056
Gross Amount at Which Carried As of Year End
Land	1,693
Buildings and Improvements	8,692
Total	10,385
Accumulated Depreciation	(2,024)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1314 Dallas TX | Medical office
Initial Cost to Company
Land	15,230
Buildings and Improvements	162,971
Costs Capitalized Subsequent to Acquisition	5,238
Gross Amount at Which Carried As of Year End
Land	15,239
Buildings and Improvements	167,873
Total	183,112
Accumulated Depreciation	(29,471)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
583 Fort Worth TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,906
Initial Cost to Company
Land	898
Buildings and Improvements	4,866
Costs Capitalized Subsequent to Acquisition	1,231
Gross Amount at Which Carried As of Year End
Land	898
Buildings and Improvements	6,041
Total	6,939
Accumulated Depreciation	(1,415)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
805 Fort Worth TX | Medical office
Initial Cost to Company
Buildings and Improvements	2,481
Costs Capitalized Subsequent to Acquisition	726
Gross Amount at Which Carried As of Year End
Land	2
Buildings and Improvements	3,158
Total	3,160
Accumulated Depreciation	(963)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
806 Fort Worth TX | Medical office
Initial Cost to Company
Buildings and Improvements	6,070
Costs Capitalized Subsequent to Acquisition	35
Gross Amount at Which Carried As of Year End
Land	5
Buildings and Improvements	6,024
Total	6,029
Accumulated Depreciation	(1,123)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1061 Granbury TX | Medical office
Initial Cost to Company
Buildings and Improvements	6,863
Costs Capitalized Subsequent to Acquisition	80
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,943
Total	6,943
Accumulated Depreciation	(1,115)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
430 Houston TX | Medical office
Initial Cost to Company
Land	1,927
Buildings and Improvements	33,140
Costs Capitalized Subsequent to Acquisition	1,979
Gross Amount at Which Carried As of Year End
Land	2,063
Buildings and Improvements	34,830
Total	36,893
Accumulated Depreciation	(13,129)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
446 Houston TX | Medical office
Initial Cost to Company
Land	2,200
Buildings and Improvements	19,585
Costs Capitalized Subsequent to Acquisition	5,566
Gross Amount at Which Carried As of Year End
Land	2,209
Buildings and Improvements	22,623
Total	24,832
Accumulated Depreciation	(12,966)
Life on Which Depreciation in Latest Income Statement is Computed	17 years
586 Houston TX | Medical office
Initial Cost to Company
Land	1,033
Buildings and Improvements	3,165
Costs Capitalized Subsequent to Acquisition	840
Gross Amount at Which Carried As of Year End
Land	1,033
Buildings and Improvements	3,881
Total	4,914
Accumulated Depreciation	(930)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
589 Houston TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,688
Initial Cost to Company
Land	1,676
Buildings and Improvements	12,602
Costs Capitalized Subsequent to Acquisition	2,743
Gross Amount at Which Carried As of Year End
Land	1,706
Buildings and Improvements	15,124
Total	16,830
Accumulated Depreciation	(3,510)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
670 Houston TX | Medical office
Initial Cost to Company
Land	257
Buildings and Improvements	2,884
Costs Capitalized Subsequent to Acquisition	1,028
Gross Amount at Which Carried As of Year End
Land	297
Buildings and Improvements	3,847
Total	4,144
Accumulated Depreciation	(807)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
702 Houston TX | Medical office
Initial Cost to Company
Buildings and Improvements	7,414
Costs Capitalized Subsequent to Acquisition	1,115
Gross Amount at Which Carried As of Year End
Land	7
Buildings and Improvements	8,501
Total	8,508
Accumulated Depreciation	(1,891)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
1044 Houston TX | Medical office
Initial Cost to Company
Buildings and Improvements	4,838
Costs Capitalized Subsequent to Acquisition	3,186
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,940
Total	7,940
Accumulated Depreciation	(1,802)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
590 Irving TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,510
Initial Cost to Company
Land	828
Buildings and Improvements	6,160
Costs Capitalized Subsequent to Acquisition	1,563
Gross Amount at Which Carried As of Year End
Land	828
Buildings and Improvements	7,665
Total	8,493
Accumulated Depreciation	(1,544)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
700 Irving TX | Medical office
Initial Cost to Company
Buildings and Improvements	8,550
Costs Capitalized Subsequent to Acquisition	2,905
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,452
Total	11,452
Accumulated Depreciation	(2,601)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1202 Irving TX | Medical office
Initial Cost to Company
Land	1,604
Buildings and Improvements	16,107
Costs Capitalized Subsequent to Acquisition	589
Gross Amount at Which Carried As of Year End
Land	1,604
Buildings and Improvements	16,696
Total	18,300
Accumulated Depreciation	(2,699)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1207 Irving TX | Medical office
Initial Cost to Company
Land	1,955
Buildings and Improvements	12,793
Costs Capitalized Subsequent to Acquisition	859
Gross Amount at Which Carried As of Year End
Land	1,986
Buildings and Improvements	13,621
Total	15,607
Accumulated Depreciation	(2,051)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1062 Lancaster TX | Medical office
Initial Cost to Company
Land	162
Buildings and Improvements	3,830
Costs Capitalized Subsequent to Acquisition	301
Gross Amount at Which Carried As of Year End
Land	162
Buildings and Improvements	4,097
Total	4,259
Accumulated Depreciation	(760)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
591 Lewisville TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,147
Initial Cost to Company
Land	561
Buildings and Improvements	8,043
Costs Capitalized Subsequent to Acquisition	703
Gross Amount at Which Carried As of Year End
Land	561
Buildings and Improvements	8,720
Total	9,281
Accumulated Depreciation	(1,620)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
144 Longview TX | Medical office
Initial Cost to Company
Land	102
Buildings and Improvements	7,998
Costs Capitalized Subsequent to Acquisition	386
Gross Amount at Which Carried As of Year End
Land	102
Buildings and Improvements	8,384
Total	8,486
Accumulated Depreciation	(3,488)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
143 Lufkin TX | Medical office
Initial Cost to Company
Land	338
Buildings and Improvements	2,383
Costs Capitalized Subsequent to Acquisition	40
Gross Amount at Which Carried As of Year End
Land	338
Buildings and Improvements	2,423
Total	2,761
Accumulated Depreciation	(988)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
568 McKinney TX | Medical office
Initial Cost to Company
Land	541
Buildings and Improvements	6,217
Costs Capitalized Subsequent to Acquisition	629
Gross Amount at Which Carried As of Year End
Land	541
Buildings and Improvements	6,433
Total	6,974
Accumulated Depreciation	(1,690)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
569 McKinney TX | Medical office
Initial Cost to Company
Buildings and Improvements	636
Costs Capitalized Subsequent to Acquisition	7,604
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,603
Total	7,603
Accumulated Depreciation	(1,695)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
596 Nassau Bay TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,383
Initial Cost to Company
Land	812
Buildings and Improvements	8,883
Costs Capitalized Subsequent to Acquisition	1,614
Gross Amount at Which Carried As of Year End
Land	812
Buildings and Improvements	10,350
Total	11,162
Accumulated Depreciation	(1,825)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
1079 North Richland Hills TX | Medical office
Initial Cost to Company
Buildings and Improvements	8,942
Costs Capitalized Subsequent to Acquisition	390
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,199
Total	9,199
Accumulated Depreciation	(1,528)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2048 North Richland Hills TX | Medical office
Initial Cost to Company
Land	1,385
Buildings and Improvements	10,213
Gross Amount at Which Carried As of Year End
Land	1,385
Buildings and Improvements	10,213
Total	11,598
Accumulated Depreciation	(142)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
142 Pampa TX | Medical office
Initial Cost to Company
Land	84
Buildings and Improvements	3,242
Costs Capitalized Subsequent to Acquisition	569
Gross Amount at Which Carried As of Year End
Land	84
Buildings and Improvements	3,811
Total	3,895
Accumulated Depreciation	(1,629)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1048 Pearland TX | Medical office
Initial Cost to Company
Buildings and Improvements	4,014
Costs Capitalized Subsequent to Acquisition	4,002
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,953
Total	7,953
Accumulated Depreciation	(1,685)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
447 Plano TX | Medical office
Initial Cost to Company
Land	1,700
Buildings and Improvements	7,810
Costs Capitalized Subsequent to Acquisition	4,598
Gross Amount at Which Carried As of Year End
Land	1,704
Buildings and Improvements	11,946
Total	13,650
Accumulated Depreciation	(3,467)
597 Plano TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,569
Initial Cost to Company
Land	1,210
Buildings and Improvements	9,588
Costs Capitalized Subsequent to Acquisition	1,760
Gross Amount at Which Carried As of Year End
Land	1,210
Buildings and Improvements	11,255
Total	12,465
Accumulated Depreciation	(2,491)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
672 Plano TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	9,607
Initial Cost to Company
Land	1,389
Buildings and Improvements	12,768
Costs Capitalized Subsequent to Acquisition	1,167
Gross Amount at Which Carried As of Year End
Land	1,389
Buildings and Improvements	13,575
Total	14,964
Accumulated Depreciation	(2,752)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
1284 Plano TX | Medical office
Initial Cost to Company
Land	2,049
Buildings and Improvements	18,793
Costs Capitalized Subsequent to Acquisition	1,082
Gross Amount at Which Carried As of Year End
Land	2,087
Buildings and Improvements	19,050
Total	21,137
Accumulated Depreciation	(5,122)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1286 Plano TX | Medical office
Initial Cost to Company
Land	3,300
Gross Amount at Which Carried As of Year End
Land	3,300
Total	3,300
815 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	9,193
Costs Capitalized Subsequent to Acquisition	773
Gross Amount at Which Carried As of Year End
Land	12
Buildings and Improvements	9,924
Total	9,936
Accumulated Depreciation	(2,282)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
816 San Antonio TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	4,473
Initial Cost to Company
Buildings and Improvements	8,699
Costs Capitalized Subsequent to Acquisition	1,035
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,696
Total	9,696
Accumulated Depreciation	(2,140)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1591 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	7,309
Costs Capitalized Subsequent to Acquisition	288
Gross Amount at Which Carried As of Year End
Land	12
Buildings and Improvements	7,585
Total	7,597
Accumulated Depreciation	(635)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
1977 San Antonio TX | Medical office
Initial Cost to Company
Buildings and Improvements	26,191
Costs Capitalized Subsequent to Acquisition	610
Gross Amount at Which Carried As of Year End
Buildings and Improvements	26,799
Total	26,799
Accumulated Depreciation	(1,797)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
598 Sugarland TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,815
Initial Cost to Company
Land	1,078
Buildings and Improvements	5,158
Costs Capitalized Subsequent to Acquisition	1,456
Gross Amount at Which Carried As of Year End
Land	1,084
Buildings and Improvements	6,472
Total	7,556
Accumulated Depreciation	(1,395)
Life on Which Depreciation in Latest Income Statement is Computed	34 years
1081 Texarkana TX | Medical office
Initial Cost to Company
Land	1,117
Buildings and Improvements	7,423
Costs Capitalized Subsequent to Acquisition	566
Gross Amount at Which Carried As of Year End
Land	1,177
Buildings and Improvements	7,929
Total	9,106
Accumulated Depreciation	(1,291)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
599 Texas City TX | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	6,237
Initial Cost to Company
Buildings and Improvements	9,519
Costs Capitalized Subsequent to Acquisition	157
Gross Amount at Which Carried As of Year End
Buildings and Improvements	9,676
Total	9,676
Accumulated Depreciation	(1,666)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
152 Victoria TX | Medical office
Initial Cost to Company
Land	125
Buildings and Improvements	8,977
Gross Amount at Which Carried As of Year End
Land	125
Buildings and Improvements	8,977
Total	9,102
Accumulated Depreciation	(3,605)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1592 Bountiful UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,154
Initial Cost to Company
Land	999
Buildings and Improvements	7,426
Costs Capitalized Subsequent to Acquisition	55
Gross Amount at Which Carried As of Year End
Land	999
Buildings and Improvements	7,481
Total	8,480
Accumulated Depreciation	(607)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
169 Bountiful UT | Medical office
Initial Cost to Company
Land	276
Buildings and Improvements	5,237
Costs Capitalized Subsequent to Acquisition	561
Gross Amount at Which Carried As of Year End
Land	330
Buildings and Improvements	5,743
Total	6,073
Accumulated Depreciation	(2,161)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
346 Castle Dale UT | Medical office
Initial Cost to Company
Land	50
Buildings and Improvements	1,818
Costs Capitalized Subsequent to Acquisition	63
Gross Amount at Which Carried As of Year End
Land	50
Buildings and Improvements	1,881
Total	1,931
Accumulated Depreciation	(757)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
347 Centerville UT | Medical office
Initial Cost to Company
Land	300
Buildings and Improvements	1,288
Costs Capitalized Subsequent to Acquisition	191
Gross Amount at Which Carried As of Year End
Land	300
Buildings and Improvements	1,479
Total	1,779
Accumulated Depreciation	(623)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2035 Draper UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	5,810
Initial Cost to Company
Buildings and Improvements	10,803
Costs Capitalized Subsequent to Acquisition	79
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,876
Total	10,876
Accumulated Depreciation	(110)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
350 Grantsville UT | Medical office
Initial Cost to Company
Land	50
Buildings and Improvements	429
Costs Capitalized Subsequent to Acquisition	39
Gross Amount at Which Carried As of Year End
Land	50
Buildings and Improvements	468
Total	518
Accumulated Depreciation	(209)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
469 Kaysville UT | Medical office
Initial Cost to Company
Land	530
Buildings and Improvements	4,493
Costs Capitalized Subsequent to Acquisition	146
Gross Amount at Which Carried As of Year End
Land	530
Buildings and Improvements	4,639
Total	5,169
Accumulated Depreciation	(1,160)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
456 Layton UT | Medical office
Initial Cost to Company
Land	371
Buildings and Improvements	7,073
Costs Capitalized Subsequent to Acquisition	377
Gross Amount at Which Carried As of Year End
Land	389
Buildings and Improvements	7,359
Total	7,748
Accumulated Depreciation	(2,517)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2042 Layton UT | Medical office
Initial Cost to Company
Buildings and Improvements	10,275
Costs Capitalized Subsequent to Acquisition	7
Gross Amount at Which Carried As of Year End
Buildings and Improvements	10,275
Total	10,275
Accumulated Depreciation	(107)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
359 Ogden UT | Medical office
Initial Cost to Company
Land	180
Buildings and Improvements	1,695
Costs Capitalized Subsequent to Acquisition	121
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	1,764
Total	1,944
Accumulated Depreciation	(715)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1283 Ogden UT | Medical office
Initial Cost to Company
Land	106
Buildings and Improvements	4,464
Costs Capitalized Subsequent to Acquisition	524
Gross Amount at Which Carried As of Year End
Land	106
Buildings and Improvements	4,528
Total	4,634
Accumulated Depreciation	(719)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
357 Orem UT | Medical office
Initial Cost to Company
Land	337
Buildings and Improvements	8,744
Costs Capitalized Subsequent to Acquisition	1,184
Gross Amount at Which Carried As of Year End
Land	306
Buildings and Improvements	9,191
Total	9,497
Accumulated Depreciation	(4,044)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
371 Providence UT | Medical office
Initial Cost to Company
Land	240
Buildings and Improvements	3,876
Costs Capitalized Subsequent to Acquisition	202
Gross Amount at Which Carried As of Year End
Land	256
Buildings and Improvements	3,802
Total	4,058
Accumulated Depreciation	(1,474)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
353 Salt Lake City UT | Medical office
Initial Cost to Company
Land	190
Buildings and Improvements	779
Costs Capitalized Subsequent to Acquisition	61
Gross Amount at Which Carried As of Year End
Land	201
Buildings and Improvements	830
Total	1,031
Accumulated Depreciation	(342)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
354 Salt Lake City UT | Medical office
Initial Cost to Company
Land	220
Buildings and Improvements	10,732
Costs Capitalized Subsequent to Acquisition	1,342
Gross Amount at Which Carried As of Year End
Land	220
Buildings and Improvements	11,872
Total	12,092
Accumulated Depreciation	(4,563)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
355 Salt Lake City UT | Medical office
Initial Cost to Company
Land	180
Buildings and Improvements	14,792
Costs Capitalized Subsequent to Acquisition	1,215
Gross Amount at Which Carried As of Year End
Land	180
Buildings and Improvements	15,901
Total	16,081
Accumulated Depreciation	(6,251)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
467 Salt Lake City UT | Medical office
Initial Cost to Company
Land	3,000
Buildings and Improvements	7,541
Costs Capitalized Subsequent to Acquisition	649
Gross Amount at Which Carried As of Year End
Land	3,109
Buildings and Improvements	8,036
Total	11,145
Accumulated Depreciation	(2,410)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
566 Salt Lake City UT | Medical office
Initial Cost to Company
Land	509
Buildings and Improvements	4,044
Costs Capitalized Subsequent to Acquisition	834
Gross Amount at Which Carried As of Year End
Land	509
Buildings and Improvements	4,710
Total	5,219
Accumulated Depreciation	(1,264)
Life on Which Depreciation in Latest Income Statement is Computed	37 years
2041 Salt Lake City UT | Medical office
Initial Cost to Company
Buildings and Improvements	12,326
Costs Capitalized Subsequent to Acquisition	9
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,326
Total	12,326
Accumulated Depreciation	(125)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2033 Sandy UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	3,170
Initial Cost to Company
Land	867
Buildings and Improvements	3,513
Costs Capitalized Subsequent to Acquisition	8
Gross Amount at Which Carried As of Year End
Land	867
Buildings and Improvements	3,513
Total	4,380
Accumulated Depreciation	(79)
Life on Which Depreciation in Latest Income Statement is Computed	20 years
358 Springville UT | Medical office
Initial Cost to Company
Land	85
Buildings and Improvements	1,493
Costs Capitalized Subsequent to Acquisition	188
Gross Amount at Which Carried As of Year End
Land	85
Buildings and Improvements	1,682
Total	1,767
Accumulated Depreciation	(673)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
482 Stansbury UT | Medical office
Initial Cost to Company
Land	450
Buildings and Improvements	3,201
Costs Capitalized Subsequent to Acquisition	346
Gross Amount at Which Carried As of Year End
Land	450
Buildings and Improvements	3,484
Total	3,934
Accumulated Depreciation	(904)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
351 Washington Terrace UT | Medical office
Initial Cost to Company
Buildings and Improvements	4,573
Costs Capitalized Subsequent to Acquisition	1,946
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,167
Total	6,167
Accumulated Depreciation	(2,178)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
352 Washington Terrace UT | Medical office
Initial Cost to Company
Buildings and Improvements	2,692
Costs Capitalized Subsequent to Acquisition	439
Gross Amount at Which Carried As of Year End
Buildings and Improvements	2,801
Total	2,801
Accumulated Depreciation	(1,077)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
2034 West Jordan UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	7,958
Initial Cost to Company
Buildings and Improvements	12,021
Costs Capitalized Subsequent to Acquisition	10
Gross Amount at Which Carried As of Year End
Buildings and Improvements	12,021
Total	12,021
Accumulated Depreciation	(121)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
2036 West Jordan UT | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	1,509
Initial Cost to Company
Buildings and Improvements	1,383
Costs Capitalized Subsequent to Acquisition	11
Gross Amount at Which Carried As of Year End
Buildings and Improvements	1,383
Total	1,383
Accumulated Depreciation	(13)
Life on Which Depreciation in Latest Income Statement is Computed	20 years
495 West Valley City UT | Medical office
Initial Cost to Company
Land	410
Buildings and Improvements	8,266
Costs Capitalized Subsequent to Acquisition	1,002
Gross Amount at Which Carried As of Year End
Land	410
Buildings and Improvements	9,268
Total	9,678
Accumulated Depreciation	(2,922)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
349 West Valley City UT | Medical office
Initial Cost to Company
Land	1,070
Buildings and Improvements	17,463
Costs Capitalized Subsequent to Acquisition	76
Gross Amount at Which Carried As of Year End
Land	1,036
Buildings and Improvements	17,566
Total	18,602
Accumulated Depreciation	(6,955)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1208 Fairfax VA | Medical office
Initial Cost to Company
Land	8,396
Buildings and Improvements	16,710
Costs Capitalized Subsequent to Acquisition	2,848
Gross Amount at Which Carried As of Year End
Land	8,408
Buildings and Improvements	19,545
Total	27,953
Accumulated Depreciation	(4,437)
Life on Which Depreciation in Latest Income Statement is Computed	28 years
572 Reston VA | Medical office
Initial Cost to Company
Buildings and Improvements	11,902
Costs Capitalized Subsequent to Acquisition	44
Gross Amount at Which Carried As of Year End
Buildings and Improvements	11,875
Total	11,875
Accumulated Depreciation	(2,832)
Life on Which Depreciation in Latest Income Statement is Computed	43 years
448 Renton WA | Medical office
Initial Cost to Company
Buildings and Improvements	18,724
Costs Capitalized Subsequent to Acquisition	1,523
Gross Amount at Which Carried As of Year End
Buildings and Improvements	19,580
Total	19,580
Accumulated Depreciation	(7,276)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
781 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	52,703
Costs Capitalized Subsequent to Acquisition	3,206
Gross Amount at Which Carried As of Year End
Buildings and Improvements	53,162
Total	53,162
Accumulated Depreciation	(11,795)
Life on Which Depreciation in Latest Income Statement is Computed	39 years
782 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	24,382
Costs Capitalized Subsequent to Acquisition	3,634
Gross Amount at Which Carried As of Year End
Land	21
Buildings and Improvements	27,188
Total	27,209
Accumulated Depreciation	(6,521)
Life on Which Depreciation in Latest Income Statement is Computed	36 years
783 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	5,625
Costs Capitalized Subsequent to Acquisition	969
Gross Amount at Which Carried As of Year End
Buildings and Improvements	6,547
Total	6,547
Accumulated Depreciation	(4,806)
Life on Which Depreciation in Latest Income Statement is Computed	10 years
785 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	7,293
Costs Capitalized Subsequent to Acquisition	1,341
Gross Amount at Which Carried As of Year End
Buildings and Improvements	7,875
Total	7,875
Accumulated Depreciation	(2,125)
Life on Which Depreciation in Latest Income Statement is Computed	33 years
1385 Seattle WA | Medical office
Initial Cost to Company
Buildings and Improvements	38,925
Costs Capitalized Subsequent to Acquisition	848
Gross Amount at Which Carried As of Year End
Buildings and Improvements	39,763
Total	39,763
Accumulated Depreciation	(7,329)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
2038 Evanston WY | Medical office
Real Estate and Accumulated Depreciation
Encumbrances as of Year end	2,213
Initial Cost to Company
Buildings and Improvements	4,601
Costs Capitalized Subsequent to Acquisition	12
Gross Amount at Which Carried As of Year End
Buildings and Improvements	4,601
Total	4,601
Accumulated Depreciation	(52)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
884 Coyoacan DF | Medical office
Initial Cost to Company
Land	415
Buildings and Improvements	3,739
Costs Capitalized Subsequent to Acquisition	255
Gross Amount at Which Carried As of Year End
Land	338
Buildings and Improvements	4,066
Total	4,404
Accumulated Depreciation	(736)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
12 Livermore CA | Post-acute/skilled nursing
Initial Cost to Company
Land	610
Buildings and Improvements	1,711
Costs Capitalized Subsequent to Acquisition	1,125
Gross Amount at Which Carried As of Year End
Land	610
Buildings and Improvements	2,835
Total	3,445
Accumulated Depreciation	(2,788)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
315 Perris CA | Post-acute/skilled nursing
Initial Cost to Company
Land	336
Buildings and Improvements	3,021
Gross Amount at Which Carried As of Year End
Land	336
Buildings and Improvements	3,021
Total	3,357
Accumulated Depreciation	(1,552)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
2 Fort Collins CO | Post-acute/skilled nursing
Initial Cost to Company
Land	499
Buildings and Improvements	1,913
Costs Capitalized Subsequent to Acquisition	1,454
Gross Amount at Which Carried As of Year End
Land	499
Buildings and Improvements	3,114
Total	3,613
Accumulated Depreciation	(3,114)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
18 Morrison CO | Post-acute/skilled nursing
Initial Cost to Company
Land	1,429
Buildings and Improvements	5,464
Costs Capitalized Subsequent to Acquisition	4,019
Gross Amount at Which Carried As of Year End
Land	1,429
Buildings and Improvements	8,757
Total	10,186
Accumulated Depreciation	(8,565)
Life on Which Depreciation in Latest Income Statement is Computed	24 years
280 Statesboro GA | Post-acute/skilled nursing
Initial Cost to Company
Land	168
Buildings and Improvements	1,508
Gross Amount at Which Carried As of Year End
Land	168
Buildings and Improvements	1,509
Total	1,677
Accumulated Depreciation	(798)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
297 Rexburg ID | Post-acute/skilled nursing
Initial Cost to Company
Land	200
Buildings and Improvements	5,310
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	5,060
Total	5,260
Accumulated Depreciation	(2,097)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
378 Anderson IN | Post-acute/skilled nursing
Initial Cost to Company
Land	500
Buildings and Improvements	4,724
Costs Capitalized Subsequent to Acquisition	1,734
Gross Amount at Which Carried As of Year End
Land	500
Buildings and Improvements	6,057
Total	6,557
Accumulated Depreciation	(2,033)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
384 Angola IN | Post-acute/skilled nursing
Initial Cost to Company
Land	130
Buildings and Improvements	2,900
Costs Capitalized Subsequent to Acquisition	2,798
Gross Amount at Which Carried As of Year End
Land	130
Buildings and Improvements	5,698
Total	5,828
Accumulated Depreciation	(1,100)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
385 Fort Wayne IN | Post-acute/skilled nursing
Initial Cost to Company
Land	200
Buildings and Improvements	4,150
Costs Capitalized Subsequent to Acquisition	2,667
Gross Amount at Which Carried As of Year End
Land	200
Buildings and Improvements	6,817
Total	7,017
Accumulated Depreciation	(1,928)
Life on Which Depreciation in Latest Income Statement is Computed	38 years
386 Fort Wayne IN | Post-acute/skilled nursing
Initial Cost to Company
Land	140
Buildings and Improvements	3,760
Gross Amount at Which Carried As of Year End
Land	140
Buildings and Improvements	3,760
Total	3,900
Accumulated Depreciation	(1,414)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
387 Huntington IN | Post-acute/skilled nursing
Initial Cost to Company
Land	30
Buildings and Improvements	2,970
Costs Capitalized Subsequent to Acquisition	338
Gross Amount at Which Carried As of Year End
Land	30
Buildings and Improvements	3,308
Total	3,338
Accumulated Depreciation	(1,159)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
373 Kokomo IN | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,622
Costs Capitalized Subsequent to Acquisition	1,294
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	5,653
Total	5,903
Accumulated Depreciation	(1,462)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
454 New Albany IN | Post-acute/skilled nursing
Initial Cost to Company
Land	230
Buildings and Improvements	6,595
Gross Amount at Which Carried As of Year End
Land	230
Buildings and Improvements	6,595
Total	6,825
Accumulated Depreciation	(2,214)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
484 Tell City IN | Post-acute/skilled nursing
Initial Cost to Company
Land	95
Buildings and Improvements	6,208
Costs Capitalized Subsequent to Acquisition	1,299
Gross Amount at Which Carried As of Year End
Land	95
Buildings and Improvements	7,509
Total	7,604
Accumulated Depreciation	(1,802)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
688 Cynthiana KY | Post-acute/skilled nursing
Initial Cost to Company
Land	192
Buildings and Improvements	4,875
Gross Amount at Which Carried As of Year End
Land	192
Buildings and Improvements	4,875
Total	5,067
Accumulated Depreciation	(961)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
71 Mayfield KY | Post-acute/skilled nursing
Initial Cost to Company
Land	218
Buildings and Improvements	2,797
Gross Amount at Which Carried As of Year End
Land	218
Buildings and Improvements	2,792
Total	3,010
Accumulated Depreciation	(1,835)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
298 Franklin LA | Post-acute/skilled nursing
Initial Cost to Company
Land	405
Buildings and Improvements	3,424
Gross Amount at Which Carried As of Year End
Land	405
Buildings and Improvements	3,424
Total	3,829
Accumulated Depreciation	(1,780)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
299 Morgan City LA | Post-acute/skilled nursing
Initial Cost to Company
Land	203
Buildings and Improvements	2,050
Gross Amount at Which Carried As of Year End
Land	203
Buildings and Improvements	2,050
Total	2,253
Accumulated Depreciation	(1,065)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
17 Westborough MA | Post-acute/skilled nursing
Initial Cost to Company
Land	858
Buildings and Improvements	2,975
Costs Capitalized Subsequent to Acquisition	2,894
Gross Amount at Which Carried As of Year End
Land	858
Buildings and Improvements	5,866
Total	6,724
Accumulated Depreciation	(4,578)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
388 Las Vegas NV | Post-acute/skilled nursing
Initial Cost to Company
Land	1,300
Buildings and Improvements	3,950
Costs Capitalized Subsequent to Acquisition	1,487
Gross Amount at Which Carried As of Year End
Land	1,300
Buildings and Improvements	5,437
Total	6,737
Accumulated Depreciation	(1,486)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
389 Las Vegas NV | Post-acute/skilled nursing
Initial Cost to Company
Land	1,300
Buildings and Improvements	5,800
Gross Amount at Which Carried As of Year End
Land	1,300
Buildings and Improvements	5,800
Total	7,100
Accumulated Depreciation	(2,182)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
390 Fairborn OH | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,850
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	4,850
Total	5,100
Accumulated Depreciation	(1,825)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
391 Georgetown OH | Post-acute/skilled nursing
Initial Cost to Company
Land	130
Buildings and Improvements	4,970
Gross Amount at Which Carried As of Year End
Land	130
Buildings and Improvements	4,970
Total	5,100
Accumulated Depreciation	(1,870)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
63 Marion OH | Post-acute/skilled nursing
Initial Cost to Company
Land	218
Buildings and Improvements	2,971
Gross Amount at Which Carried As of Year End
Land	218
Buildings and Improvements	2,966
Total	3,184
Accumulated Depreciation	(2,521)
Life on Which Depreciation in Latest Income Statement is Computed	30 years
38 Newark OH | Post-acute/skilled nursing
Initial Cost to Company
Land	400
Buildings and Improvements	8,588
Gross Amount at Which Carried As of Year End
Land	400
Buildings and Improvements	8,577
Total	8,977
Accumulated Depreciation	(6,254)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
392 Port Clinton OH | Post-acute/skilled nursing
Initial Cost to Company
Land	370
Buildings and Improvements	3,630
Gross Amount at Which Carried As of Year End
Land	370
Buildings and Improvements	3,630
Total	4,000
Accumulated Depreciation	(1,366)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
393 Springfield OH | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	3,950
Costs Capitalized Subsequent to Acquisition	2,113
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	6,063
Total	6,313
Accumulated Depreciation	(1,697)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
394 Toledo OH | Post-acute/skilled nursing
Initial Cost to Company
Land	120
Buildings and Improvements	5,130
Gross Amount at Which Carried As of Year End
Land	120
Buildings and Improvements	5,130
Total	5,250
Accumulated Depreciation	(1,930)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
395 Versailles OH | Post-acute/skilled nursing
Initial Cost to Company
Land	120
Buildings and Improvements	4,980
Gross Amount at Which Carried As of Year End
Land	120
Buildings and Improvements	4,980
Total	5,100
Accumulated Depreciation	(1,873)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
695 Carthage TN | Post-acute/skilled nursing
Initial Cost to Company
Land	129
Buildings and Improvements	2,406
Gross Amount at Which Carried As of Year End
Land	129
Buildings and Improvements	2,225
Total	2,354
Accumulated Depreciation	(535)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
54 Loudon TN | Post-acute/skilled nursing
Initial Cost to Company
Land	26
Buildings and Improvements	3,879
Gross Amount at Which Carried As of Year End
Land	26
Buildings and Improvements	3,873
Total	3,899
Accumulated Depreciation	(2,872)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
47 Maryville TN | Post-acute/skilled nursing
Initial Cost to Company
Land	160
Buildings and Improvements	1,472
Gross Amount at Which Carried As of Year End
Land	160
Buildings and Improvements	1,468
Total	1,628
Accumulated Depreciation	(862)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
48 Maryville TN | Post-acute/skilled nursing
Initial Cost to Company
Land	307
Buildings and Improvements	4,376
Gross Amount at Which Carried As of Year End
Land	307
Buildings and Improvements	4,369
Total	4,676
Accumulated Depreciation	(2,489)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
285 Fort Worth TX | Post-acute/skilled nursing
Initial Cost to Company
Land	243
Buildings and Improvements	2,036
Costs Capitalized Subsequent to Acquisition	269
Gross Amount at Which Carried As of Year End
Land	243
Buildings and Improvements	2,305
Total	2,548
Accumulated Depreciation	(1,212)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
296 Ogden UT | Post-acute/skilled nursing
Initial Cost to Company
Land	250
Buildings and Improvements	4,685
Gross Amount at Which Carried As of Year End
Land	250
Buildings and Improvements	4,435
Total	4,685
Accumulated Depreciation	(1,817)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
681 Fishersville VA | Post-acute/skilled nursing
Initial Cost to Company
Land	751
Buildings and Improvements	7,734
Gross Amount at Which Carried As of Year End
Land	751
Buildings and Improvements	7,220
Total	7,971
Accumulated Depreciation	(1,570)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
682 Floyd VA | Post-acute/skilled nursing
Initial Cost to Company
Land	309
Buildings and Improvements	2,263
Gross Amount at Which Carried As of Year End
Land	309
Buildings and Improvements	1,893
Total	2,202
Accumulated Depreciation	(654)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
689 Independence VA | Post-acute/skilled nursing
Initial Cost to Company
Land	206
Buildings and Improvements	8,366
Gross Amount at Which Carried As of Year End
Land	206
Buildings and Improvements	7,810
Total	8,016
Accumulated Depreciation	(1,676)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
683 Newport News VA | Post-acute/skilled nursing
Initial Cost to Company
Land	535
Buildings and Improvements	6,192
Gross Amount at Which Carried As of Year End
Land	535
Buildings and Improvements	5,719
Total	6,254
Accumulated Depreciation	(1,243)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
684 Roanoke VA | Post-acute/skilled nursing
Initial Cost to Company
Land	586
Buildings and Improvements	7,159
Gross Amount at Which Carried As of Year End
Land	586
Buildings and Improvements	6,696
Total	7,282
Accumulated Depreciation	(1,454)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
685 Staunton VA | Post-acute/skilled nursing
Initial Cost to Company
Land	422
Buildings and Improvements	8,681
Gross Amount at Which Carried As of Year End
Land	422
Buildings and Improvements	8,136
Total	8,558
Accumulated Depreciation	(1,766)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
686 Williamsburg VA | Post-acute/skilled nursing
Initial Cost to Company
Land	699
Buildings and Improvements	4,886
Gross Amount at Which Carried As of Year End
Land	699
Buildings and Improvements	4,464
Total	5,163
Accumulated Depreciation	(971)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
690 Windsor VA | Post-acute/skilled nursing
Initial Cost to Company
Land	319
Buildings and Improvements	7,543
Gross Amount at Which Carried As of Year End
Land	319
Buildings and Improvements	7,018
Total	7,337
Accumulated Depreciation	(1,506)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
687 Woodstock VA | Post-acute/skilled nursing
Initial Cost to Company
Land	603
Buildings and Improvements	5,395
Costs Capitalized Subsequent to Acquisition	9
Gross Amount at Which Carried As of Year End
Land	605
Buildings and Improvements	4,987
Total	5,592
Accumulated Depreciation	(1,086)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
126 Sherwood AR | Hospital
Initial Cost to Company
Land	709
Buildings and Improvements	9,604
Gross Amount at Which Carried As of Year End
Land	709
Buildings and Improvements	9,587
Total	10,296
Accumulated Depreciation	(4,693)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
113 Glendale AZ | Hospital
Initial Cost to Company
Land	1,565
Buildings and Improvements	7,050
Gross Amount at Which Carried As of Year End
Land	1,565
Buildings and Improvements	7,050
Total	8,615
Accumulated Depreciation	(3,543)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1038 Fresno CA | Hospital
Initial Cost to Company
Land	3,652
Buildings and Improvements	29,113
Costs Capitalized Subsequent to Acquisition	16,699
Gross Amount at Which Carried As of Year End
Land	3,652
Buildings and Improvements	45,813
Total	49,465
Accumulated Depreciation	(10,320)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
423 Irvine CA | Hospital
Initial Cost to Company
Land	18,000
Buildings and Improvements	70,800
Gross Amount at Which Carried As of Year End
Land	18,000
Buildings and Improvements	70,800
Total	88,800
Accumulated Depreciation	(26,641)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
127 Colorado Springs CO | Hospital
Initial Cost to Company
Land	690
Buildings and Improvements	8,338
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,338
Total	9,028
Accumulated Depreciation	(4,058)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
425 Palm Beach Garden FL | Hospital
Initial Cost to Company
Land	4,200
Buildings and Improvements	58,250
Gross Amount at Which Carried As of Year End
Land	4,200
Buildings and Improvements	58,250
Total	62,450
Accumulated Depreciation	(21,915)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
887 Atlanta GA | Hospital
Initial Cost to Company
Land	4,300
Buildings and Improvements	13,690
Gross Amount at Which Carried As of Year End
Land	4,300
Buildings and Improvements	11,890
Total	16,190
Accumulated Depreciation	(3,468)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
426 Roswell GA | Hospital
Initial Cost to Company
Land	6,900
Buildings and Improvements	55,300
Gross Amount at Which Carried As of Year End
Land	6,900
Buildings and Improvements	54,859
Total	61,759
Accumulated Depreciation	(20,687)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
112 Overland Park KS | Hospital
Initial Cost to Company
Land	2,316
Buildings and Improvements	10,681
Gross Amount at Which Carried As of Year End
Land	2,316
Buildings and Improvements	10,680
Total	12,996
Accumulated Depreciation	(5,558)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
1383 Baton Rouge LA | Hospital
Initial Cost to Company
Land	690
Buildings and Improvements	8,545
Costs Capitalized Subsequent to Acquisition	86
Gross Amount at Which Carried As of Year End
Land	690
Buildings and Improvements	8,502
Total	9,192
Accumulated Depreciation	(1,557)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
877 Slidell LA | Hospital
Initial Cost to Company
Land	1,490
Buildings and Improvements	22,034
Gross Amount at Which Carried As of Year End
Land	1,490
Buildings and Improvements	20,934
Total	22,424
Accumulated Depreciation	(3,227)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
2031 Slidell LA | Hospital
Initial Cost to Company
Land	3,000
Costs Capitalized Subsequent to Acquisition	643
Gross Amount at Which Carried As of Year End
Land	3,000
Buildings and Improvements	643
Total	3,643
429 Hickory NC | Hospital
Initial Cost to Company
Land	2,600
Buildings and Improvements	69,900
Gross Amount at Which Carried As of Year End
Land	2,600
Buildings and Improvements	69,900
Total	72,500
Accumulated Depreciation	(26,296)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
886 Dallas TX | Hospital
Initial Cost to Company
Land	1,820
Buildings and Improvements	8,508
Costs Capitalized Subsequent to Acquisition	26
Gross Amount at Which Carried As of Year End
Land	1,820
Buildings and Improvements	7,454
Total	9,274
Accumulated Depreciation	(1,087)
Life on Which Depreciation in Latest Income Statement is Computed	40 years
1319 Dallas TX | Hospital
Initial Cost to Company
Land	18,840
Buildings and Improvements	138,235
Costs Capitalized Subsequent to Acquisition	1,097
Gross Amount at Which Carried As of Year End
Land	18,840
Buildings and Improvements	139,332
Total	158,172
Accumulated Depreciation	(22,658)
Life on Which Depreciation in Latest Income Statement is Computed	35 years
1384 Plano TX | Hospital
Initial Cost to Company
Land	6,290
Buildings and Improvements	22,686
Costs Capitalized Subsequent to Acquisition	3,920
Gross Amount at Which Carried As of Year End
Land	6,290
Buildings and Improvements	26,606
Total	32,896
Accumulated Depreciation	(4,346)
Life on Which Depreciation in Latest Income Statement is Computed	25 years
84 San Antonio TX | Hospital
Initial Cost to Company
Land	1,990
Buildings and Improvements	11,184
Gross Amount at Which Carried As of Year End
Land	1,990
Buildings and Improvements	11,174
Total	13,164
Accumulated Depreciation	(6,104)
Life on Which Depreciation in Latest Income Statement is Computed	45 years
885 Greenfield WI | Hospital
Initial Cost to Company
Land	620
Buildings and Improvements	9,542
Gross Amount at Which Carried As of Year End
Land	620
Buildings and Improvements	8,722
Total	9,342
Accumulated Depreciation	$ (1,270)
Life on Which Depreciation in Latest Income Statement is Computed	40 years

XML

Selected Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data

Selected quarterly information

Results of operations for properties sold or to be sold have been classified as discontinued operations for all periods presented:

	Three Months Ended During 2012
	March 31		June 30			September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	455,827	$	461,251		$	475,157	$	508,487
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		179,808		190,016			183,897		203,072
Total discontinued operations		2,371		(597	)		1,153		31,031
Net income		196,564		204,975			199,043		246,260
Net income applicable to HCP, Inc.		193,380		202,024			196,108		241,028
Dividends paid per common share		0.50		0.50			0.50		0.50
Basic earnings per common share		0.43		0.48			0.46		0.54
Diluted earnings per common share		0.43		0.48			0.45		0.53

	Three Months Ended During 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	327,960	$	484,941	$	440,914	$	458,281
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		71,602		217,897		157,464		54,875
Total discontinued operations		1,621		1,653		962		2,920
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

XML

Schedule II: Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II: Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

Schedule II: Valuation and Qualifying Accounts

December 31, 2012


(In thousands)

Allowance Accounts(1)			Additions				Deductions
Year Ended December 31,	Balance at Beginning of Year		Amounts Charged Against Operations, net		Acquired Properties		Uncollectible Accounts Written-off			Disposed Properties			Balance at End of Year
2012	$	49,209	$	3,724	$	—	$	(960	)	$	(3,374	)	$	48,599
2011		43,740		13,316		2		(4,673	)		(3,176	)		49,209
2010		129,505		8,519		—		(93,858	)		(426	)		43,740

(1)

Includes allowance for doubtful accounts, straight-line rent reserves, and allowances for loan and direct financing lease losses.

XML

Loans Receivable (Details) (USD $)	12 Months Ended		12 Months Ended							1 Months Ended	12 Months Ended		1 Months Ended								1 Months Ended
	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2012 Real Estate Secured	Dec. 31, 2011 Real Estate Secured	Dec. 31, 2012 Other Secured	Dec. 31, 2011 Other Secured	Jul. 31, 2012 Tandem Health Care Loan	Jul. 31, 2012 Tandem Health Care Loan First Tranche	Jul. 31, 2012 Tandem Health Care Loan Second Tranche	Jul. 31, 2012 Tandem Health Care Loan Maximum	Dec. 31, 2012 Delphis item	Dec. 31, 2011 Delphis	Apr. 30, 2011 HCR ManorCare	Dec. 31, 2007 HCR ManorCare, mezzanine loan	Jan. 31, 2011 HCR ManorCare, participation in first mortgage debt	Aug. 31, 2009 HCR ManorCare, participation in first mortgage debt	Apr. 30, 2011 Genesis HealthCare Loans	Sep. 30, 2010 Genesis Senior Loans	Sep. 30, 2010 Genesis Senior Loans Minimum	Sep. 30, 2010 Genesis Senior Loans Maximum	Oct. 31, 2010 Genesis Mezzanine participation loan
Loans receivable:
Mezzanine	$ 90,148,000	$ 145,150,000			$ 145,150,000	$ 90,148,000
Loan receivable	35,643,000	147,264,000	147,264,000	35,643,000				100,000,000	105,000,000	205,000,000
Unamortized discounts, fees and costs	(2,128,000)	(2,974,000)		(1,040,000)	(2,974,000)	(1,088,000)
Interest income related to loans			6,000,000
Accrued interest receivables related to loans			3,000,000
Loan receivable subordinated to senior mortgage debt							400,000,000
Loan receivable subordinated to senior mezzanine debt							137,000,000
Loan receivable, interest rate payable at maturity (as a percent)								12.00%	14.00%
Loan receivable term										63 months
Distribution of fund to guarantor											1,500,000
Cash payment received											4,800,000
Legal expenses											500,000
Other consideration received											2,100,000
Proceeds from guarantor											6,900,000	2,100,000
Proceeds from repayment											43,000,000						330,400,000
Loans receivable, net reported amount											30,700,000	75,700,000
Proceeds from sale of collateral asset											38,100,000
Number of collateral primary assets sold											2
Reconciliation of beginning and ending allowance for loan losses
Balance at the beginning of the period	3,397,000	13,410,000			13,410,000	13,410,000
Additions	10,013,000
Balance at the end of the period	13,410,000	13,410,000			13,410,000	13,410,000
Additions related to accrued interest receivable	5,400,000	5,400,000
Loans receivable, net	110,253,000	276,030,000	147,264,000	34,603,000	128,766,000	75,650,000
Loans receivable purchased, face or par value															360,000,000	720,000,000		278,000,000			50,000,000
Loan receivable purchased, acquisition cost														900,000,000
Loans receivable purchased, discount														100,000,000		130,000,000		28,000,000			10,000,000
Amount of loans settled													2,000,000,000
Debt instrument, variable rate basis														one-month London Interbank Offered Rate ("LIBOR")	LIBOR	LIBOR		LIBOR			LIBOR
Debt instrument, variable rate floor (as a percent)																			1.50%	2.50%
Debt instrument, basis spread on variable rate (as a percent)														4.00%	1.25%				4.75%	5.75%	7.50%
Additional interest income as a result of extinguishment of loans													23,000,000				34,800,000
Termination fee																					$ 2,300,000

XML

Segment Disclosures

12 Months Ended

Dec. 31, 2012

Segment Disclosures

Segment Disclosures

(14) Segment Disclosures

        The Company evaluates its business and makes resource allocations based on its five business segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital. Under the senior housing, post-acute/skilled nursing, life science and hospital segments, the Company invests or co-invests primarily in single operator or tenant properties, through the acquisition and development of real estate, management of operations (RIDEA) and by debt issued by operators in these sectors. Under the medical office segment, the Company invests or co-invests through the acquisition and development of medical office buildings ("MOBs") that are leased under gross, modified gross or triple-net leases, generally to multiple tenants, and which generally require a greater level of property management. The accounting policies of the segments are the same as those described under Summary of Significant Accounting Policies (see Note 2). There were no intersegment sales or transfers during the years ended December 31, 2012 and 2011. The Company evaluates performance based upon property net operating income from continuing operations ("NOI"), adjusted NOI and interest income of the combined investments in each segment.

        Non-segment assets consist primarily of corporate assets including cash, restricted cash, accounts receivable, net, marketable equity securities, deferred financing costs and, if any, real estate held-for-sale. Interest expense, depreciation and amortization and non-property specific revenues and expenses are not allocated to individual segments in determining the Company's performance measure. See Note 12 for other information regarding concentrations of credit risk.

        Summary information for the reportable segments follows (in thousands):

        For the year ended December 31, 2012:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	482,336	$	143,745	$	3,503	$	—	$	629,584	$	531,419	$	480,872
Post-acute/skilled nursing		539,242		—		19,993		—		559,235		538,856		462,927
Life science		289,664		—		—		4		289,668		236,491		226,997
Medical office		334,811		—		—		1,891		336,702		202,547		197,569
Hospital		84,493		—		1,040		—		85,533		80,980		78,995
Total	$	1,730,546	$	143,745	$	24,536	$	1,895	$	1,900,722	$	1,590,293	$	1,447,360

        For the year ended December 31, 2011:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	470,592	$	50,619	$	178	$	70	$	521,459	$	486,673	$	433,728
Post-acute/skilled nursing		397,554		—		98,450		—		496,004		396,969		339,946
Life science		288,151		—		—		4		288,155		235,355		212,250
Medical office		320,115		—		—		1,999		322,114		192,213		186,180
Hospital		83,128		—		1,236		—		84,364		78,798		76,402
Total	$	1,559,540	$	50,619	$	99,864	$	2,073	$	1,712,096	$	1,390,008	$	1,248,506

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	337,220	$	32,596	$	364	$	2,300	$	372,480	$	341,043	$	306,682
Post-acute/skilled nursing		36,023		—		121,703		—		157,726		35,847		34,685
Life science		276,762		—		—		4		276,766		228,270		204,938
Medical office		309,285		—		—		2,362		311,647		181,398		175,654
Hospital		83,491		—		38,096		—		121,587		78,661		73,642
Total	$	1,042,781	$	32,596	$	160,163	$	4,666	$	1,240,206	$	865,219	$	795,601

(1)

Represents rental and related revenues, tenant recoveries, and income from DFLs.

(2)

NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental and related revenues, including tenant recoveries, resident fees and services, and income from direct financing leases, less property level operating expenses. NOI excludes interest income, investment management fee income, interest expense, depreciation and amortization, general and administrative expenses, litigation settlement, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL accretion, amortization of above and below market lease intangibles, and lease termination fees. Adjusted NOI is sometimes referred to as "cash NOI." The Company uses NOI and adjusted NOI to make decisions about resource allocations and to assess and compare property level performance. The Company believes that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP because it does not reflect the aforementioned excluded items. Further, the Company's definition of NOI may not be comparable to the definition used by other REITs, as those companies may use different methodologies for calculating NOI.

        The following is a reconciliation from reported net income to NOI and adjusted NOI (in thousands):

	Years ended December 31,
	2012			2011			2010
Net income	$	846,842		$	554,494		$	344,395
Interest income		(24,536	)		(99,864	)		(160,163	)
Investment management fee income		(1,895	)		(2,073	)		(4,666	)
Interest expense		417,130			416,396			285,508
Depreciation and amortization		358,245			349,922			306,934
General and administrative		79,454			96,121			83,019
Litigation settlement and provision		—			125,000			—
Impairments (recoveries)		7,878			15,400			(11,900	)
Other income, net		(2,776	)		(12,732	)		(16,194	)
Income taxes		(1,636	)		1,250			412
Equity income from unconsolidated joint ventures		(54,455	)		(46,750	)		(4,770	)
Impairments of investment in unconsolidated joint venture		—			—			71,693
Total discontinued operations		(33,958	)		(7,156	)		(29,049	)
NOI	$	1,590,293		$	1,390,008		$	865,219
Straight-line rents		(47,311	)		(59,173	)		(47,243	)
DFL accretion		(94,240	)		(74,007	)		(10,641	)
Amortization of above and below market lease intangibles, net		(2,232	)		(4,510	)		(6,378	)
Lease termination fees		(636	)		(5,873	)		(7,665	)
NOI adjustments related to discontinued operations		1,486			2,061			2,309
Adjusted NOI	$	1,447,360		$	1,248,506		$	795,601

        The Company's total assets by segment were (in thousands):

	December 31,
Segments	2012			2011			2010
Senior housing	$	7,658,612		$	5,785,441		$	4,196,456
Post-acute/skilled nursing		6,080,826			5,644,472			2,133,640
Life science		3,932,397			3,886,851			3,709,528
Medical office		2,661,394			2,336,302			2,299,311
Hospital		724,999			757,618			770,038
Gross segment assets		21,058,228			18,410,684			13,108,973
Accumulated depreciation and amortization		(1,978,597	)		(1,646,736	)		(1,386,850	)
Net segment assets		19,079,631			16,763,948			11,722,123
Assets held-for-sale, net		—			106,295			147,538
Other non-segment assets		835,924			538,232			1,462,262
Total assets	$	19,915,555		$	17,408,475		$	13,331,923

        At December 31, 2012, goodwill of $50.3 million is allocated as follows: (i) senior housing—$30.5 million, (ii) medical office—$11.4 million, (iii) post-acute/skilled nursing—$3.3 million and (iv) hospital—$5.1 million. The Company completed the required annual impairment test during the three months ended December 31, 2012; no impairment was recognized based on the results of this impairment test.

XML

Schedule III: Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2012

Schedule III: Real Estate and Accumulated Depreciation

Schedule III: Real Estate and Accumulated Depreciation

HCP, Inc.

Schedule III: Real Estate and Accumulated Depreciation

December 31, 2012

(Dollars in thousands)

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
Senior housing
1107	Huntsville	AL	$	—	$	307	$	5,813	$	—	$	307	$	5,453	$	5,760	$	(852	)		2006		40
1154	Little Rock	AR		—		1,922		14,140		445		2,046		13,967		16,013		(2,203	)		2006		39
0786	Douglas	AZ		—		110		703		—		110		703		813		(265	)		2005		35
2087	Prescott	AZ		—		1,803		8,134		—		1,803		8,134		9,937		(51	)		2012		45
1974	Sun City	AZ		33,024		2,640		33,223		236		2,640		33,458		36,098		(2,563	)		2011		30
0518	Tucson	AZ		31,983		2,350		24,037		—		2,350		24,037		26,387		(7,411	)		2002		30
1238	Beverly Hills	CA		—		9,872		32,590		2,123		9,872		33,988		43,860		(5,442	)		2006		40
1149	Camarillo	CA		—		5,798		19,427		575		5,822		19,202		25,024		(2,927	)		2006		40
1006	Carlsbad	CA		—		7,897		14,255		363		7,897		13,827		21,724		(2,169	)		2006		40
0883	Carmichael	CA		—		4,270		13,846		—		4,270		13,236		17,506		(2,013	)		2006		40
0851	Citrus Heights	CA		—		1,180		8,367		—		1,180		8,037		9,217		(1,762	)		2006		29
2092	Clearlake	CA		—		354		4,799		—		354		4,799		5,153		(25	)		2012		45
0790	Concord	CA		25,000		6,010		39,601		—		6,010		38,301		44,311		(7,085	)		2005		40
2181	Corona	CA		2		2,719		10,051		—		2,719		10,051		12,770		(27	)		2012		45
0787	Dana Point	CA		—		1,960		15,946		—		1,960		15,466		17,426		(2,867	)		2005		39
1152	Elk Grove	CA		—		2,235		6,339		262		2,235		6,448		8,683		(973	)		2006		40
0798	Escondido	CA		14,340		5,090		24,253		—		5,090		23,353		28,443		(4,330	)		2005		40
2054	Fortuna	CA		—		1,248		2,865		—		1,248		2,865		4,113		(18	)		2012		50
2079	Fortuna	CA		—		1,346		11,856		—		1,346		11,856		13,202		(57	)		2012		45
0791	Fremont	CA		9,059		2,360		11,672		—		2,360		11,192		13,552		(2,075	)		2005		40
1965	Fresno	CA		22,909		1,730		31,918		1,424		1,730		33,342		35,072		(2,402	)		2011		30
0788	Granada Hills	CA		—		2,200		18,257		—		2,200		17,637		19,837		(3,270	)		2005		39
1156	Hemet	CA		—		1,270		5,966		214		1,271		5,933		7,204		(906	)		2006		40
0856	Irvine	CA		—		8,220		14,104		—		8,220		13,564		21,784		(1,934	)		2006		45
0227	Lodi	CA		8,880		732		5,453		—		732		5,453		6,185		(2,228	)		1997		35
0226	Murietta	CA		5,967		435		5,729		—		435		5,729		6,164		(2,274	)		1997		35
1165	Northridge	CA		—		6,718		26,309		549		6,752		26,015		32,767		(4,001	)		2006		40
1561	Orangevale	CA		—		2,160		8,522		1,000		2,160		9,522		11,682		(1,906	)		2008		40
1168	Palm Springs	CA		—		1,005		5,183		396		1,005		5,217		6,222		(770	)		2006		40
0789	Pleasant Hill	CA		6,270		2,480		21,333		—		2,480		20,633		23,113		(3,826	)		2005		40
1166	Rancho Mirage	CA		—		1,798		24,053		475		1,812		23,600		25,412		(3,628	)		2006		40
2065	Roseville	CA		—		692		21,662		—		692		21,662		22,354		(94	)		2012		45
1008	San Diego	CA		—		6,384		32,072		222		6,384		31,191		37,575		(4,901	)		2006		40
1007	San Dimas	CA		—		5,628		31,374		208		5,630		30,786		36,416		(4,835	)		2006		40
1009	San Juan Capistrano	CA		—		5,983		9,614		189		5,983		9,516		15,499		(1,507	)		2006		40
1167	Santa Rosa	CA		—		3,582		21,113		665		3,627		20,964		24,591		(3,196	)		2006		40
0793	South San Francisco	CA		10,449		3,000		16,586		—		3,000		16,056		19,056		(2,970	)		2005		40
1966	Sun City	CA		17,343		2,650		22,709		857		2,650		23,567		26,217		(1,938	)		2011		30
0792	Ventura	CA		9,873		2,030		17,379		—		2,030		16,749		18,779		(3,106	)		2005		40
1155	Yorba Linda	CA		—		4,968		19,290		308		5,030		18,740		23,770		(2,896	)		2006		40
2055	Yreka	CA		—		565		9,184		—		565		9,184		9,749		(49	)		2012		45
1232	Colorado Springs	CO		—		1,910		24,479		400		1,910		23,915		25,825		(3,689	)		2006		40
0512	Denver	CO		49,164		2,810		36,021		1,885		2,810		37,906		40,716		(11,177	)		2002		30
1233	Denver	CO		—		2,511		30,641		342		2,528		30,163		32,691		(4,696	)		2006		40
2146	Denver	CO		—		875		5,693		—		875		5,693		6,568		(33	)		2012		45
1000	Greenwood Village	CO		—		3,367		43,610		—		3,367		42,814		46,181		(6,037	)		2006		40
1234	Lakewood	CO		—		3,012		31,913		321		3,012		31,437		34,449		(4,870	)		2006		40
2091	Montrose	CO		—		1,378		23,924		—		1,378		23,924		25,302		(105	)		2012		50
2085	Glastonbury	CT		—		3,743		9,766		—		3,743		9,766		13,509		(55	)		2012		45
2144	Glastonbury	CT		—		2,258		15,446		—		2,258		15,446		17,704		(78	)		2012		45
0730	Torrington	CT		12,460		166		11,001		—		166		10,591		10,757		(2,030	)		2005		40
1010	Woodbridge	CT		—		2,352		9,929		224		2,363		9,680		12,043		(1,540	)		2006		40
0538	Altamonte Springs	FL		—		1,530		7,956		—		1,530		7,136		8,666		(1,783	)		2002		40
0861	Apopka	FL		5,816		920		4,816		—		920		4,716		5,636		(842	)		2006		35
0852	Boca Raton	FL		—		4,730		17,532		2,605		4,730		19,727		24,457		(3,982	)		2006		30
1001	Boca Raton	FL		11,523		2,415		17,923		—		2,415		17,561		19,976		(2,476	)		2006		40
0544	Boynton Beach	FL		7,950		1,270		4,773		—		1,270		4,773		6,043		(1,173	)		2003		40
1963	Boynton Beach	FL		34,037		2,550		31,521		37		2,550		31,558		34,108		(2,444	)		2011		30
1964	Boynton Beach	FL		4,765		570		5,649		359		570		6,008		6,578		(591	)		2011		30
0539	Clearwater	FL		—		2,250		2,627		—		2,250		2,627		4,877		(656	)		2002		40
0746	Clearwater	FL		17,557		3,856		12,176		—		3,856		11,321		15,177		(3,079	)		2005		40
0862	Clermont	FL		8,236		440		6,518		—		440		6,418		6,858		(1,146	)		2006		35
1002	Coconut Creek	FL		13,779		2,461		16,006		—		2,461		15,620		18,081		(2,203	)		2006		40
0492	Delray Beach	FL		11,316		850		6,637		—		850		6,637		7,487		(1,459	)		2002		43
0850	Gainesville	FL		15,941		1,020		13,490		—		1,020		13,090		14,110		(2,154	)		2006		40
1095	Gainesville	FL		—		1,221		12,226		—		1,221		12,001		13,222		(1,875	)		2006		40
0490	Jacksonville	FL		43,756		3,250		25,936		1,539		3,250		27,475		30,725		(7,966	)		2002		35
1096	Jacksonville	FL		—		1,587		15,616		—		1,587		15,298		16,885		(2,390	)		2006		40
0855	Lantana	FL		—		3,520		26,452		—		3,520		25,652		29,172		(5,487	)		2006		30
1968	Largo	FL		59,700		2,920		64,989		840		2,920		65,829		68,749		(5,108	)		2011		30
0731	Ocoee	FL		16,331		2,096		9,322		—		2,096		8,801		10,897		(1,687	)		2005		40
0859	Oviedo	FL		8,491		670		8,071		—		670		7,971		8,641		(1,423	)		2006		35
1970	Palm Beach Gardens	FL		32,875		4,820		26,572		5,471		4,820		32,043		36,863		(2,283	)		2011		30
1017	Palm Harbor	FL		—		1,462		16,774		500		1,462		16,888		18,350		(2,669	)		2006		40
0190	Pinellas Park	FL		3,927		480		3,911		—		480		3,911		4,391		(1,872	)		1996		35
0732	Port Orange	FL		15,242		2,340		9,898		—		2,340		9,377		11,717		(1,797	)		2005		40
1971	Sarasota	FL		27,525		3,050		29,516		393		3,050		29,908		32,958		(2,256	)		2011		30
0802	St. Augustine	FL		14,626		830		11,627		—		830		11,227		12,057		(2,352	)		2005		35
0692	Sun City Center	FL		9,746		510		6,120		—		510		5,865		6,375		(1,424	)		2004		35
0698	Sun City Center	FL		—		3,466		70,810		—		3,466		69,750		73,216		(16,891	)		2004		34
1097	Tallahassee	FL		—		1,331		19,039		—		1,331		18,695		20,026		(2,921	)		2006		40
0224	Tampa	FL		—		600		5,566		686		696		6,155		6,851		(1,910	)		1997		45
0849	Tampa	FL		12,036		800		11,340		—		800		10,940		11,740		(1,800	)		2006		40
1257	Vero Beach	FL		—		2,035		34,993		201		2,035		33,634		35,669		(5,252	)		2006		40
1605	Vero Beach	FL		—		700		16,234		—		700		16,234		16,934		(1,185	)		2010		35
1976	West Palm Beach	FL		—		390		2,241		73		390		2,315		2,705		(206	)		2011		30
1098	Alpharetta	GA		—		793		8,761		342		793		8,817		9,610		(1,387	)		2006		40
1099	Atlanta	GA		—		687		5,507		370		687		5,477		6,164		(869	)		2006		40
1169	Atlanta	GA		—		2,665		5,911		455		2,669		6,092		8,761		(894	)		2006		40
2108	Buford	GA		—		706		3,460		—		706		3,460		4,166		(20	)		2012		45
2109	Buford	GA		—		1,217		2,461		—		1,217		2,461		3,678		(16	)		2012		45
2123	Buford	GA		—		1,987		6,561		—		1,987		6,561		8,548		(38	)		2012		45
2053	Canton	GA		—		613		17,676		—		613		17,676		18,289		(72	)		2012		50
2155	Commerce	GA		—		537		8,428		—		537		8,428		8,965		(43	)		2012		45
2165	Hartwell	GA		—		212		6,493		—		212		6,493		6,705		(30	)		2012		45
2066	Lawrenceville	GA		—		774		2,476		—		774		2,476		3,250		(19	)		2012		45
1241	Lilburn	GA		—		907		17,340		7		907		16,791		17,698		(2,625	)		2006		40
2167	Lithia Springs	GA		—		1,031		6,954		—		1,031		6,954		7,985		(40	)		2012		40
2105	Macon	GA		—		547		11,157		—		547		11,157		11,704		(47	)		2012		45
1112	Marietta	GA		—		894		6,944		440		904		7,108		8,012		(1,118	)		2006		40
2156	Marietta	GA		—		987		4,818		—		987		4,818		5,805		(28	)		2012		45
2086	Newnan	GA		—		1,424		4,005		—		1,424		4,005		5,429		(29	)		2012		45
2147	Stone Mountain	GA		—		400		3,046		—		400		3,046		3,446		(17	)		2012		45
2118	Woodstock	GA		—		764		7,334		—		764		7,334		8,098		(36	)		2012		45
2157	Woodstock	GA		—		1,926		12,757		—		1,926		12,757		14,683		(62	)		2012		45
1088	Davenport	IA		—		511		8,039		—		511		7,868		8,379		(1,229	)		2006		40
1093	Marion	IA		—		502		6,865		—		502		6,713		7,215		(1,049	)		2006		40
2166	Sioux City	IA		—		197		8,078		—		197		8,078		8,275		(43	)		2012		45
1091	Bloomington	IL		—		798		13,091		—		798		12,832		13,630		(2,005	)		2006		40
1587	Burr Ridge	IL		—		2,640		23,902		912		2,704		24,749		27,453		(2,934	)		2010		25
1089	Champaign	IL		—		101		4,207		1,592		279		5,463		5,742		(710	)		2006		40
1157	Hoffman Estates	IL		—		1,701		12,037		244		1,704		11,695		13,399		(1,826	)		2006		40
1090	Macomb	IL		—		81		6,062		—		81		5,905		5,986		(923	)		2006		40
1143	Mt. Vernon	IL		—		296		15,935		3,562		512		18,949		19,461		(2,654	)		2006		40
1969	Niles	IL		31,508		3,790		32,912		926		3,790		33,838		37,628		(2,668	)		2011		30
1005	Oak Park	IL		25,989		3,476		35,259		—		3,476		34,713		38,189		(4,895	)		2006		40
1961	Olympia Fields	IL		35,605		4,120		29,400		410		4,120		29,810		33,930		(2,328	)		2011		30
1162	Orland Park	IL		—		2,623		23,154		224		2,623		22,748		25,371		(3,529	)		2006		40
1092	Peoria	IL		—		404		10,050		—		404		9,840		10,244		(1,538	)		2006		40
1588	Prospect Heights	IL		—		2,680		20,299		953		2,725		21,208		23,933		(2,576	)		2010		25
1952	Vernon Hills	IL		52,252		4,900		45,854		336		4,900		46,190		51,090		(3,492	)		2011		30
1237	Wilmette	IL		—		1,100		9,373		—		1,100		9,149		10,249		(1,430	)		2006		40
0379	Evansville	IN		—		500		9,302		—		500		7,762		8,262		(2,256	)		1999		45
1144	Indianapolis	IN		—		1,197		7,718		—		1,197		7,486		8,683		(1,170	)		2006		40
1145	Indianapolis	IN		—		1,144		8,261		7,371		1,144		15,399		16,543		(1,997	)		2006		40
0457	Jasper	IN		—		165		5,952		359		165		6,311		6,476		(2,081	)		2001		35
2047	Kokomo	IN		—		296		3,245		—		296		3,245		3,541		(93	)		2012		30
1146	West Lafayette	IN		—		813		10,876		—		813		10,626		11,439		(1,660	)		2006		40
1170	Edgewood	KY		—		1,868		4,934		339		1,916		4,796		6,712		(713	)		2006		40
0697	Lexington	KY		8,010		2,093		16,917		—		2,093		16,299		18,392		(4,615	)		2004		30
1105	Louisville	KY		—		1,499		26,252		240		1,513		25,868		27,381		(4,061	)		2006		40
2115	Murray	KY		—		480		7,208		—		480		7,208		7,688		(40	)		2012		45
2135	Paducah	KY		—		621		16,768		—		621		16,768		17,389		(68	)		2012		50
1013	Danvers	MA		—		4,616		30,692		243		4,621		30,344		34,965		(4,772	)		2006		40
1151	Dartmouth	MA		—		3,145		6,880		516		3,176		7,117		10,293		(1,049	)		2006		40
1012	Dedham	MA		—		3,930		21,340		267		3,930		21,032		24,962		(3,297	)		2006		40
1158	Plymouth	MA		—		2,434		9,027		441		2,438		8,987		11,425		(1,348	)		2006		40
1153	Baltimore	MD		—		1,684		18,889		380		1,695		18,835		20,530		(2,895	)		2006		40
1249	Frederick	MD		—		609		9,158		89		609		9,003		9,612		(1,415	)		2006		40
1011	Pikesville	MD		—		1,416		8,854		288		1,416		8,681		10,097		(1,404	)		2006		40
0281	Westminster	MD		15,295		768		5,251		—		768		4,853		5,621		(1,444	)		1998		45
0546	Cape Elizabeth	ME		—		630		3,524		93		630		3,617		4,247		(885	)		2003		40
0545	Saco	ME		—		80		2,363		155		80		2,518		2,598		(612	)		2003		40
1258	Auburn Hills	MI		—		2,281		10,692		—		2,281		10,692		12,973		(1,671	)		2006		40
1248	Farmington Hills	MI		—		1,013		12,119		294		1,013		12,070		13,083		(1,910	)		2006		40
0696	Holland	MI		41,447		787		51,410		—		787		50,172		50,959		(14,243	)		2004		29
1094	Portage	MI		—		100		5,700		4,617		100		9,950		10,050		(1,408	)		2006		40
0472	Sterling Heights	MI		—		920		7,326		—		920		7,326		8,246		(2,372	)		2001		35
1259	Sterling Heights	MI		—		1,593		11,500		—		1,593		11,181		12,774		(1,747	)		2006		40
2143	Champlin	MN		—		1,576		26,725		—		1,576		26,725		28,301		(111	)		2012		50
1235	Des Peres	MO		—		4,361		20,664		—		4,361		20,046		24,407		(3,132	)		2006		40
1236	Richmond Heights	MO		—		1,744		24,232		—		1,744		23,548		25,292		(3,679	)		2006		40
0853	St. Louis	MO		—		2,500		20,343		—		2,500		19,853		22,353		(4,357	)		2006		30
2081	St. Peters	MO		—		1,377		31,508		—		1,377		31,508		32,885		(154	)		2012		45
2074	Oxford	MS		—		2,003		14,140		—		2,003		14,140		16,143		(65	)		2012		45
0842	Great Falls	MT		—		500		5,683		—		500		5,423		5,923		(926	)		2006		40
2163	Great Falls	MT		—		252		9,908		—		252		9,908		10,160		(44	)		2012		45
0878	Charlotte	NC		—		710		9,559		—		710		9,159		9,869		(1,393	)		2006		40
1584	Charlotte	NC		—		2,052		6,529		—		2,052		6,529		8,581		(637	)		2010		40
1119	Concord	NC		—		601		7,615		166		612		7,546		8,158		(1,195	)		2006		40
2126	Mooresville	NC		—		1,866		38,289		—		1,866		38,289		40,155		(151	)		2012		50
1254	Raleigh	NC		—		1,191		11,532		54		1,191		11,300		12,491		(1,774	)		2006		40
2127	Minot	ND		—		685		16,047		—		685		16,047		16,732		(74	)		2012		45
2080	Kearney	NE		—		463		22,977		—		463		22,977		23,440		(103	)		2012		45
2169	Lexington	NE		—		474		8,405		—		474		8,405		8,879		(52	)		2012		40
2168	Mc Cook	NE		—		1,024		13,789		—		1,024		13,789		14,813		(85	)		2012		40
2129	Seward	NE		—		792		18,276		—		792		18,276		19,068		(97	)		2012		40
2119	Wayne	NE		—		675		14,283		—		675		14,283		14,958		(69	)		2012		45
1599	Cherry Hill	NJ		—		2,420		11,042		1,000		2,420		12,042		14,462		(1,399	)		2010		25
1239	Cresskill	NJ		—		4,684		53,927		43		4,684		52,984		57,668		(8,280	)		2006		40
0734	Hillsborough	NJ		15,778		1,042		10,042		—		1,042		9,576		10,618		(1,835	)		2005		40
1242	Madison	NJ		—		3,157		19,909		35		3,157		19,358		22,515		(3,028	)		2006		40
0733	Manahawkin	NJ		13,766		921		9,927		—		921		9,461		10,382		(1,813	)		2005		40
1014	Paramus	NJ		—		4,280		31,684		207		4,280		31,191		35,471		(4,899	)		2006		40
1231	Saddle River	NJ		—		1,784		15,625		164		1,784		15,345		17,129		(2,399	)		2006		40
0245	Voorhees Township	NJ		8,541		900		7,629		—		900		7,629		8,529		(2,299	)		1998		45
0213	Albuquerque	NM		—		767		9,324		—		767		8,825		9,592		(3,059	)		1996		45
2120	Albuquerque	NM		—		2,129		8,144		—		2,129		8,144		10,273		(43	)		2012		45
2161	Rio Rancho	NM		—		1,154		13,726		—		1,154		13,726		14,880		(74	)		2012		40
2121	Roswell	NM		—		1,265		6,391		—		1,265		6,391		7,656		(42	)		2012		45
2150	Roswell	NM		—		1,148		8,303		—		1,148		8,303		9,451		(53	)		2012		45
0796	Las Vegas	NV		—		1,960		5,816		—		1,960		5,426		7,386		(1,006	)		2005		40
2110	Las Vegas	NV		—		667		14,469		—		667		14,469		15,136		(79	)		2012		45
1252	Brooklyn	NY		—		8,117		23,627		532		8,117		23,582		31,699		(3,797	)		2006		40
1256	Brooklyn	NY		—		5,215		39,052		82		5,215		38,283		43,498		(5,991	)		2006		40
2177	Clifton Park	NY		—		2,257		11,470		—		2,257		11,470		13,727		(55	)		2012		50
2176	Greece	NY		—		666		9,569		—		666		9,569		10,235		(49	)		2012		45
2178	Greece	NY		—		601		7,362		—		601		7,362		7,963		(38	)		2012		45
2174	Orchard Park	NY		—		726		17,735		—		726		17,735		18,461		(95	)		2012		45
2175	Orchard Park	NY		—		478		11,961		—		478		11,961		12,439		(59	)		2012		45
0473	Cincinnati	OH		—		600		4,428		—		600		4,428		5,028		(1,434	)		2001		35
0841	Columbus	OH		6,480		970		7,806		1,023		970		8,438		9,408		(1,395	)		2006		40
0857	Fairborn	OH		6,651		810		8,311		—		810		8,011		8,821		(1,468	)		2006		36
1147	Fairborn	OH		—		298		10,704		3,068		298		13,541		13,839		(1,980	)		2006		40
1386	Marietta	OH		—		1,069		11,435		—		1,069		11,230		12,299		(1,545	)		2007		40
1253	Poland	OH		—		695		10,444		7		695		10,113		10,808		(1,582	)		2006		40
1159	Willoughby	OH		—		1,177		9,982		295		1,194		9,855		11,049		(1,505	)		2006		40
2158	Broken Arrow	OK		—		1,115		18,852		—		1,115		18,852		19,967		(82	)		2012		45
2122	Muskogee	OK		—		412		2,815		—		412		2,815		3,227		(19	)		2012		45
1171	Oklahoma City	OK		—		801		4,904		265		811		4,776		5,587		(718	)		2006		40
2082	Oklahoma City	OK		—		1,696		3,591		—		1,696		3,591		5,287		(23	)		2012		45
2083	Oklahoma City	OK		—		2,116		28,007		—		2,116		28,007		30,123		(125	)		2012		45
2070	Tahlequah	OK		—		256		5,648		—		256		5,648		5,904		(29	)		2012		45
1160	Tulsa	OK		—		1,115		11,028		282		1,129		10,607		11,736		(1,624	)		2006		40
2130	Ashland	OR		—		—		19,303		—		—		19,303		19,303		(90	)		2012		45
2103	Eagle Point	OR		—		609		12,117		—		609		12,117		12,726		(55	)		2012		45
2098	Eugene	OR		—		1,082		18,858		—		1,082		18,858		19,940		(76	)		2012		50
2104	Eugene	OR		—		653		13,568		—		653		13,568		14,221		(61	)		2012		45
2136	Grants Pass	OR		—		553		3,144		—		553		3,144		3,697		(19	)		2012		50
2137	Grants Pass	OR		—		1,064		16,124		—		1,064		16,124		17,188		(67	)		2012		50
2138	Grants Pass	OR		—		654		2,896		—		654		2,896		3,550		(26	)		2012		50
2145	Grants Pass	OR		—		561		13,444		—		561		13,444		14,005		(59	)		2012		45
2139	Gresham	OR		—		533		6,335		—		533		6,335		6,868		(29	)		2012		50
2140	Lebanon	OR		—		505		12,571		—		505		12,571		13,076		(58	)		2012		50
2152	McMinnville	OR		—		3,203		24,909		—		3,203		24,909		28,112		(184	)		2012		45
2159	McMinnville	OR		—		1,374		6,118		—		1,374		6,118		7,492		(38	)		2012		45
2090	Monmouth	OR		—		679		1,089		—		679		1,089		1,768		(10	)		2012		50
2106	Monmouth	OR		—		603		8,538		—		603		8,538		9,141		(43	)		2012		45
2089	Newberg	OR		—		1,889		16,855		—		1,889		16,855		18,744		(74	)		2012		50
2133	Portland	OR		—		1,615		12,030		—		1,615		12,030		13,645		(50	)		2012		50
2151	Portland	OR		—		1,890		9,256		—		1,890		9,256		11,146		(51	)		2012		45
2171	Portland	OR		—		—		16,087		—		—		16,087		16,087		(64	)		2012		50
2050	Redmond	OR		—		1,229		21,921		—		1,229		21,921		23,150		(87	)		2012		50
2084	Roseburg	OR		—		912		12,220		—		912		12,220		13,132		(62	)		2012		45
2134	Scappoose	OR		—		489		1,122		—		489		1,122		1,611		(8	)		2012		50
2153	Scappoose	OR		—		971		7,116		—		971		7,116		8,087		(41	)		2012		45
2051	Springfield	OR		—		1,124		22,515		—		1,124		22,515		23,639		(95	)		2012		50
2057	Springfield	OR		—		527		6,035		—		527		6,035		6,562		(32	)		2012		45
2056	Stayton	OR		—		130		487		—		130		487		617		(5	)		2012		45
2058	Stayton	OR		—		253		8,621		—		253		8,621		8,874		(43	)		2012		45
2088	Tualatin	OR		—		—		6,326		—		—		6,326		6,326		(42	)		2012		45
1163	Haverford	PA		—		16,461		108,816		2,628		16,461		109,832		126,293		(17,166	)		2006		40
2063	Selinsgrove	PA		—		529		9,111		—		529		9,111		9,640		(51	)		2012		45
1967	Cumberland	RI		—		2,630		19,050		171		2,630		19,221		21,851		(1,500	)		2011		30
1959	East Providence	RI		18,060		1,890		13,989		301		1,890		14,290		16,180		(1,118	)		2011		30
1960	Greenwich	RI		9,890		450		11,845		761		450		12,606		13,056		(986	)		2011		30
1972	Smithfield	RI		—		1,250		17,816		48		1,250		17,864		19,114		(1,465	)		2011		30
1973	South Kingstown	RI		—		1,390		12,551		16		1,390		12,567		13,957		(999	)		2011		30
1975	Tiverton	RI		—		3,240		25,735		35		3,240		25,770		29,010		(1,984	)		2011		30
1962	Warwick	RI		17,671		1,050		17,389		696		1,050		18,082		19,132		(1,459	)		2011		30
1104	Aiken	SC		—		357		14,832		151		363		14,471		14,834		(2,282	)		2006		40
1100	Charleston	SC		—		885		14,124		292		896		14,075		14,971		(2,216	)		2006		40
1109	Columbia	SC		—		408		7,527		131		412		7,458		7,870		(1,179	)		2006		40
2154	Florence	SC		—		379		3,928		—		379		3,928		4,307		(25	)		2012		45
0306	Georgetown	SC		—		239		3,008		—		239		3,008		3,247		(903	)		1998		45
0879	Greenville	SC		—		1,090		12,558		—		1,090		12,058		13,148		(1,834	)		2006		40
1172	Greenville	SC		—		993		16,314		437		1,006		15,838		16,844		(2,430	)		2006		40
2059	Greenville	SC		—		679		3,297		—		679		3,297		3,976		(23	)		2012		45
2099	Hilton Head Island	SC		—		1,346		5,767		—		1,346		5,767		7,113		(35	)		2012		45
2111	Hilton Head Island	SC		—		1,651		1,329		—		1,651		1,329		2,980		(12	)		2012		45
2112	Hilton Head Island	SC		—		993		1,862		—		993		1,862		2,855		(14	)		2012		45
0305	Lancaster	SC		—		84		2,982		—		84		2,982		3,066		(811	)		1998		45
0880	Myrtle Beach	SC		—		900		10,913		—		900		10,513		11,413		(1,599	)		2006		40
0312	Rock Hill	SC		—		203		2,671		—		203		2,671		2,874		(782	)		1998		45
1113	Rock Hill	SC		—		695		4,119		322		795		4,126		4,921		(697	)		2006		40
2076	Rock Hill	SC		—		919		14,741		—		919		14,741		15,660		(72	)		2012		45
2093	Rock Hill	SC		—		644		4,140		—		644		4,140		4,784		(23	)		2012		45
0313	Sumter	SC		—		196		2,623		—		196		2,623		2,819		(788	)		1998		45
2067	West Columbia	SC		—		373		2,509		—		373		2,509		2,882		(18	)		2012		45
2132	Cordova	TN		—		2,167		5,829		—		2,167		5,829		7,996		(17	)		2012		45
2060	Franklin	TN		—		1,905		27,907		—		1,905		27,907		29,812		(125	)		2012		45
2100	Hendersonville	TN		—		1,486		2,276		—		1,486		2,276		3,762		(20	)		2012		45
2073	Kingsport	TN		—		1,113		8,625		—		1,113		8,625		9,738		(43	)		2012		45

												Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																		Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements					Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
2071	Memphis	TN		—		978		10,124		—			978		10,124		11,102		(44	)		2012		45
1003	Nashville	TN		11,131		812		16,983		562			812		16,797		17,609		(2,289	)		2006		40
2094	Nashville	TN		—		1,106		14,774		—			1,106		14,774		15,880		(65	)		2012		45
0860	Oak Ridge	TN		8,515		500		4,741		—			500		4,641		5,141		(829	)		2006		35
0843	Abilene	TX		1,813		300		2,830		—			300		2,710		3,010		(446	)		2006		39
2107	Amarillo	TX		—		1,315		26,838		—			1,315		26,838		28,153		(118	)		2012		45
1004	Arlington	TX		14,243		2,002		19,110		—			2,002		18,729		20,731		(2,641	)		2006		40
1116	Arlington	TX		—		2,494		12,192		249			2,540		11,873		14,413		(1,875	)		2006		40
0511	Austin	TX		—		2,960		41,645		—			2,960		41,645		44,605		(12,840	)		2002		30
1589	Austin	TX		—		2,860		17,358		497			2,973		17,742		20,715		(2,287	)		2010		25
0202	Beaumont	TX		—		145		10,404		—			145		10,020		10,165		(3,547	)		1996		45
2075	Bedford	TX		—		1,204		26,845		—			1,204		26,845		28,049		(118	)		2012		45
0844	Burleson	TX		4,140		1,050		5,242		—			1,050		4,902		5,952		(807	)		2006		40
0848	Cedar Hill	TX		8,743		1,070		11,554		—			1,070		11,104		12,174		(1,827	)		2006		40
1325	Cedar Hill	TX		—		440		7,494		—			440		7,494		7,934		(1,522	)		2007		40
2164	Dallas	TX		—		2,993		8,113		—			2,993		8,113		11,106		(43	)		2012		45
0513	Fort Worth	TX		—		2,830		50,832		—			2,830		50,832		53,662		(15,673	)		2002		30
0506	Friendswood	TX		22,714		400		7,354		—			400		7,354		7,754		(1,716	)		2002		45
0217	Houston	TX		11,517		835		7,195		—			835		7,195		8,030		(2,380	)		1997		45
0491	Houston	TX		—		2,470		21,710		750			2,470		22,460		24,930		(6,936	)		2002		35
1106	Houston	TX		—		1,008		15,333		183			1,020		15,098		16,118		(2,373	)		2006		40
1111	Houston	TX		—		1,877		25,372		247			1,961		24,491		26,452		(3,853	)		2006		40
1955	Houston	TX		59,350		9,820		50,079		1,673			9,820		51,752		61,572		(4,332	)		2011		30
1956	Houston	TX		11,334		4,450		9,272		1,151			4,450		10,422		14,872		(1,897	)		2011		30
1957	Houston	TX		38,976		8,170		37,285		794			8,170		38,080		46,250		(3,034	)		2011		30
1958	Houston	TX		35,888		2,910		37,443		876			2,910		38,321		41,231		(3,074	)		2011		30
2068	Houston	TX		—		985		18,824		—			985		18,824		19,809		(84	)		2012		45
0820	Irving	TX		10,721		710		9,949		—			710		9,359		10,069		(1,872	)		2005		35
2149	Kerrville	TX		—		836		34,031		—			836		34,031		34,867		(157	)		2012		45
2124	Lubbock	TX		—		1,143		4,656		—			1,143		4,656		5,799		(28	)		2012		45
0845	North Richland Hills	TX		3,026		520		5,117		—			520		4,807		5,327		(791	)		2006		40
0846	North Richland Hills	TX		6,631		870		9,259		—			870		8,819		9,689		(1,659	)		2006		35
2113	North Richland Hills	TX		—		743		11,503		—			743		11,503		12,246		(51	)		2012		45
1102	Plano	TX		—		494		12,518		145			505		12,247		12,752		(1,925	)		2006		40
2064	Plano	TX		—		590		6,930		—			590		6,930		7,520		(36	)		2012		45
2162	Portland	TX		—		1,233		14,001		—			1,233		14,001		15,234		(72	)		2012		45
0494	San Antonio	TX		7,813		730		3,961		—			730		3,961		4,691		(946	)		2002		45
1590	San Antonio	TX		—		2,860		17,030		282			2,880		17,292		20,172		(2,236	)		2010		25
2116	Sherman	TX		—		563		3,138		—			563		3,138		3,701		(19	)		2012		45
1954	Sugar Land	TX		38,384		3,420		36,846		896			3,420		37,742		41,162		(2,904	)		2011		30
1103	The Woodlands	TX		—		802		17,358		228			869		17,071		17,940		(2,689	)		2006		40
0195	Victoria	TX		12,645		175		4,290		3,101			175		7,018		7,193		(1,848	)		1995		43
0847	Waxahachie	TX		2,079		390		3,879		—			390		3,659		4,049		(602	)		2006		40
1953	Webster	TX		36,675		4,780		30,854		793			4,780		31,646		36,426		(2,503	)		2011		30
2069	Cedar City	UT		—		437		8,706		—			437		8,706		9,143		(40	)		2012		45
1161	Salt Lake City	UT		—		2,621		22,072		287			2,654		21,371		24,025		(3,317	)		2006		40
2101	St. George	UT		—		683		9,435		—			683		9,435		10,118		(45	)		2012		45
1015	Arlington	VA		—		4,320		19,567		455			4,320		19,445		23,765		(3,102	)		2006		40
1244	Arlington	VA		—		3,833		7,076		92			3,833		6,931		10,764		(1,083	)		2006		40
1245	Arlington	VA		—		7,278		37,407		226			7,278		36,748		44,026		(5,772	)		2006		40
0881	Chesapeake	VA		—		1,090		12,444		—			1,090		11,944		13,034		(1,817	)		2006		40
1247	Falls Church	VA		—		2,228		8,887		108			2,228		8,780		11,008		(1,390	)		2006		40
1164	Fort Belvoir	VA		—		11,594		99,528		6,332			11,594		103,862		115,456		(16,653	)		2006		40
1250	Leesburg	VA		—		607		3,236		66			607		3,157		3,764		(1,869	)		2006		35
1016	Richmond	VA		—		2,110		11,469		281			2,110		11,324		13,434		(1,785	)		2006		40
1246	Sterling	VA		—		2,360		22,932		250			2,360		22,668		25,028		(3,573	)		2006		40
2077	Sterling	VA		—		1,046		15,788		—			1,046		15,788		16,834		(68	)		2012		45
0225	Woodbridge	VA		—		950		6,983		—			950		6,983		7,933		(2,211	)		1997		45
1173	Bellevue	WA		—		3,734		16,171		210			3,737		15,813		19,550		(2,447	)		2006		40
2095	College Place	WA		—		758		8,051		—			758		8,051		8,809		(43	)		2012		45
1240	Edmonds	WA		—		1,418		16,502		35			1,418		16,066		17,484		(2,514	)		2006		40
2172	Ellensburg	WA		—		1,291		5,167		—			1,291		5,167		6,458		(37	)		2012		40
2160	Kenmore	WA		—		3,284		16,641		—			3,284		16,641		19,925		(73	)		2012		45
0797	Kirkland	WA		—		1,000		13,403		—			1,000		13,043		14,043		(2,419	)		2005		40
1174	Lynnwood	WA		—		1,203		7,415		326			1,203		7,741		8,944		(1,167	)		2006		40
1251	Mercer Island	WA		—		4,209		8,123		296			4,209		8,214		12,423		(1,335	)		2006		40
2141	Moses Lake	WA		—		603		4,243		—			603		4,243		4,846		(31	)		2012		50
2096	Poulsbo	WA		—		3,529		16,340		—			3,529		16,340		19,869		(80	)		2012		45
2102	Richland	WA		—		375		4,941		—			375		4,941		5,316		(23	)		2012		45
0794	Shoreline	WA		9,178		1,590		10,671		—			1,590		10,261		11,851		(1,903	)		2005		40
0795	Shoreline	WA		—		4,030		26,421		—			4,030		25,651		29,681		(4,678	)		2005		39
1175	Snohomish	WA		—		1,541		10,228		195			1,541		10,164		11,705		(1,563	)		2006		40
2097	Spokane	WA		—		1,310		4,956		—			1,310		4,956		6,266		(33	)		2012		45
2061	Vancouver	WA		—		973		4,096		—			973		4,096		5,069		(25	)		2012		45
2062	Vancouver	WA		—		1,498		9,997		—			1,498		9,997		11,495		(46	)		2012		45
2052	Yakima	WA		—		557		5,897		—			557		5,897		6,454		(29	)		2012		50
2078	Yakima	WA		—		265		5,756		—			265		5,756		6,021		(25	)		2012		45
2114	Yakima	WA		—		1,187		8,406		—			1,187		8,406		9,593		(46	)		2012		45
2072	Appleton	WI		—		246		12,517		—			246		12,517		12,763		(57	)		2012		45
2170	Madison	WI		—		834		10,050		—			834		10,050		10,884		(52	)		2012		40
2117	Bridgeport	WV		—		4,008		14,603		—			4,008		14,603		18,611		(90	)		2012		45
2125	Bridgeport	WV		—		4,093		3,368		—			4,093		3,368		7,461		(32	)		2012		45
2142	Cody	WY		—		558		10,076		—			558		10,076		10,634		(40	)		2012		50
2148	Sheridan	WY		—		915		12,047		—			915		12,047		12,962		(58	)		2012		45
			$	1,294,357	$	619,716	$	5,074,654	$	87,650		$	621,354	$	5,081,517	$	5,702,871	$	(605,972	)
Life Science
1482	Brisbane	CA		—		50,989		1,789		36,920			50,989		38,708		89,697		—			2007		**
1481	Carlsbad	CA		—		30,300		—		7,705			30,300		7,705		38,005		—			2007		**
1522	Carlsbad	CA		—		23,475		—		2,792			23,475		2,792		26,267		—			2007		**
1401	Hayward	CA		—		900		7,100		913			900		8,013		8,913		(976	)		2007		40
1402	Hayward	CA		—		1,500		6,400		3,458			1,500		9,857		11,357		(1,343	)		2007		40
1403	Hayward	CA		—		1,900		7,100		263			1,900		7,363		9,263		(1,189	)		2007		40
1404	Hayward	CA		—		2,200		17,200		12			2,200		17,212		19,412		(2,331	)		2007		40
1405	Hayward	CA		—		1,000		3,200		7,478			1,000		10,678		11,678		(2,154	)		2007		40
1549	Hayward	CA		—		1,006		4,259		1,534			1,006		5,793		6,799		(1,285	)		2007		29
1550	Hayward	CA		—		677		2,761		54			677		2,814		3,491		(526	)		2007		29
1551	Hayward	CA		—		661		1,995		2,322			661		4,317		4,978		(381	)		2007		29
1552	Hayward	CA		—		1,187		7,139		594			1,187		7,733		8,920		(1,633	)		2007		29
1553	Hayward	CA		—		1,189		9,465		95			1,189		9,560		10,749		(1,795	)		2007		29
1554	Hayward	CA		—		1,246		5,179		1,822			1,246		7,001		8,247		(1,516	)		2007		29
1555	Hayward	CA		—		1,521		13,546		121			1,521		13,667		15,188		(2,567	)		2007		29
1556	Hayward	CA		—		1,212		5,120		2,699			1,212		7,819		9,031		(1,467	)		2007		29
1424	La Jolla	CA		—		9,600		25,283		7,397			9,648		31,703		41,351		(4,213	)		2007		40
1425	La Jolla	CA		—		6,200		19,883		99			6,276		19,906		26,182		(2,724	)		2007		40
1426	La Jolla	CA		—		7,200		12,412		3,084			7,291		15,404		22,695		(3,552	)		2007		27
1427	La Jolla	CA		—		8,700		16,983		671			8,746		17,608		26,354		(3,387	)		2007		30
1947	La Jolla	CA		12,222		2,581		10,534		20			2,581		10,554		13,135		(703	)		2011		30
1949	La Jolla	CA		8,068		2,686		11,045		527			2,686		11,572		14,258		(747	)		2011		30
1488	Mountain View	CA		—		7,300		25,410		1,360			7,559		26,506		34,065		(3,577	)		2007		40
1489	Mountain View	CA		—		6,500		22,800		1,866			6,500		24,666		31,166		(3,206	)		2007		40
1490	Mountain View	CA		—		4,800		9,500		442			4,800		9,942		14,742		(1,400	)		2007		40
1491	Mountain View	CA		—		4,200		8,400		1,249			4,209		9,640		13,849		(1,833	)		2007		40
1492	Mountain View	CA		—		3,600		9,700		730			3,600		10,430		14,030		(2,041	)		2007		40
1493	Mountain View	CA		—		7,500		16,300		1,904			7,500		17,603		25,103		(2,316	)		2007		40
1494	Mountain View	CA		—		9,800		24,000		203			9,800		24,203		34,003		(3,297	)		2007		40
1495	Mountain View	CA		—		6,900		17,800		3,245			6,900		21,046		27,946		(2,514	)		2007		40
1496	Mountain View	CA		—		7,000		17,000		6,364			7,000		23,364		30,364		(5,078	)		2007		40
1497	Mountain View	CA		—		14,100		31,002		10,111			14,100		41,113		55,213		(8,786	)		2007		40
1498	Mountain View	CA		—		7,100		25,800		8,101			7,100		33,901		41,001		(7,304	)		2007		40
2017	Mountain View	CA		—		—		—		17,860			—		17,860		17,860		—			—		*
1470	Poway	CA		—		5,826		12,200		5,727			5,826		17,927		23,753		(4,536	)		2007		40
1471	Poway	CA		—		5,978		14,200		4,253			5,978		18,453		24,431		(3,835	)		2007		40
1472	Poway	CA		—		25,800		2,405		4,989			25,800		7,394		33,194		—			2007		**
1477	Poway	CA		—		29,943		2,475		17,568			29,943		20,042		49,985		—			2007		**
1478	Poway	CA		—		6,700		14,400		6,145			6,700		20,545		27,245		(5,495	)		2007		40
1499	Redwood City	CA		—		3,400		5,500		1,285			3,407		6,777		10,184		(1,464	)		2007		40
1500	Redwood City	CA		—		2,500		4,100		1,188			2,506		5,282		7,788		(1,069	)		2007		40
1501	Redwood City	CA		—		3,600		4,600		819			3,607		5,412		9,019		(884	)		2007		30
1502	Redwood City	CA		—		3,100		5,100		804			3,107		5,650		8,757		(965	)		2007		31
1503	Redwood City	CA		—		4,800		17,300		3,183			4,818		20,466		25,284		(2,621	)		2007		31
1504	Redwood City	CA		—		5,400		15,500		856			5,418		16,338		21,756		(2,173	)		2007		31
1505	Redwood City	CA		—		3,000		3,500		955			3,006		4,449		7,455		(851	)		2007		40
1506	Redwood City	CA		—		6,000		14,300		3,020			6,018		17,302		23,320		(2,605	)		2007		40
1507	Redwood City	CA		—		1,900		12,800		6,811			1,912		19,599		21,511		(1,286	)		2007		39
1508	Redwood City	CA		—		2,700		11,300		6,498			2,712		17,787		20,499		(1,160	)		2007		39
1509	Redwood City	CA		—		2,700		10,900		4,695			2,712		15,583		18,295		(1,590	)		2007		40
1510	Redwood City	CA		—		2,200		12,000		5,116			2,212		17,105		19,317		(2,308	)		2007		38
1511	Redwood City	CA		—		2,600		9,300		1,474			2,612		10,763		13,375		(1,711	)		2007		26
1512	Redwood City	CA		—		3,300		18,000		123			3,300		18,123		21,423		(2,448	)		2007		40
1513	Redwood City	CA		—		3,300		17,900		123			3,300		18,023		21,323		(2,434	)		2007		40
0679	San Diego	CA		—		7,872		34,617		17,163			7,872		51,781		59,653		(11,907	)		2002		39
0837	San Diego	CA		—		4,630		2,029		8,645			4,630		10,673		15,303		(1,366	)		2006		31
0838	San Diego	CA		—		2,040		902		4,942			2,040		5,844		7,884		(360	)		2006		40
0839	San Diego	CA		—		3,940		3,184		4,459			3,940		6,847		10,787		(2,679	)		2006		40
0840	San Diego	CA		—		5,690		4,579		673			5,690		5,252		10,942		(1,155	)		2006		40
1418	San Diego	CA		—		11,700		31,243		6,430			11,700		37,672		49,372		(5,503	)		2007		40
1420	San Diego	CA		—		6,524		—		3,497			6,524		3,497		10,021		—			2007		**
1421	San Diego	CA		—		7,000		33,779		—			7,000		33,779		40,779		(4,574	)		2007		40
1422	San Diego	CA		—		14,800		7,600		3,178			14,800		10,778		25,578		(1,625	)		2007		30
1423	San Diego	CA		—		8,400		33,144		—			8,400		33,144		41,544		(4,488	)		2007		40
1514	San Diego	CA		—		5,200		—		—			5,200		—		5,200		—			2007		**
1558	San Diego	CA		—		7,740		22,654		1,088			7,778		23,703		31,481		(3,097	)		2007		38
1948	San Diego	CA		25,230		5,879		25,305		325			5,879		25,631		31,510		(1,689	)		2011		30
1950	San Diego	CA		1,098		884		2,796		—			884		2,796		3,680		(186	)		2011		30
1407	South San Francisco	CA		1,741		28,600		48,700		4,961			28,600		53,662		82,262		(8,876	)		2007		35
1408	South San Francisco	CA		813		9,000		17,800		1,004			9,000		18,804		27,804		(2,410	)		2007		40
1409	South San Francisco	CA		1,737		18,000		38,043		421			18,000		38,464		56,464		(5,174	)		2007		40
1410	South San Francisco	CA		—		4,900		18,100		150			4,900		18,250		23,150		(2,454	)		2007		40
1411	South San Francisco	CA		—		8,000		27,700		86			8,000		27,786		35,786		(3,758	)		2007		40
1412	South San Francisco	CA		1,084		10,100		22,521		238			10,100		22,759		32,859		(3,054	)		2007		40
1413	South San Francisco	CA		—		8,000		28,299		252			8,000		28,550		36,550		(3,843	)		2007		40
1414	South San Francisco	CA		—		3,700		20,800		212			3,700		21,012		24,712		(2,820	)		2007		40
1430	South San Francisco	CA		1,118		10,700		23,621		212			10,700		23,832		34,532		(3,233	)		2007		40
1431	South San Francisco	CA		—		7,000		15,500		157			7,000		15,657		22,657		(2,106	)		2007		40
1435	South San Francisco	CA		—		13,800		42,500		32,764			13,800		75,264		89,064		(6,907	)		2007		40
1436	South San Francisco	CA		—		14,500		45,300		34,087			14,500		79,387		93,887		(7,229	)		2007		40
1437	South San Francisco	CA		—		9,400		24,800		16,980			9,400		41,781		51,181		(3,127	)		2007		40
1439	South San Francisco	CA		—		11,900		68,848		70			11,900		68,918		80,818		(9,325	)		2007		40
1440	South San Francisco	CA		—		10,000		57,954		—			10,000		57,954		67,954		(7,848	)		2007		40
1441	South San Francisco	CA		—		9,300		43,549		—			9,300		43,549		52,849		(5,897	)		2007		40
1442	South San Francisco	CA		—		11,000		47,289		81			11,000		47,370		58,370		(6,427	)		2007		40
1443	South San Francisco	CA		—		13,200		60,932		1,158			13,200		62,090		75,290		(7,737	)		2007		40
1444	South San Francisco	CA		—		10,500		33,776		337			10,500		34,112		44,612		(4,602	)		2007		40
1445	South San Francisco	CA		—		10,600		34,083		—			10,600		34,083		44,683		(4,615	)		2007		40
1448	South San Francisco	CA		—		14,100		71,344		52			14,100		71,396		85,496		(9,667	)		2007		40
1449	South San Francisco	CA		—		12,800		63,600		472			12,800		64,072		76,872		(8,723	)		2007		40
1450	South San Francisco	CA		—		11,200		79,222		20			11,200		79,242		90,442		(10,730	)		2007		40
1451	South San Francisco	CA		—		7,200		50,856		66			7,200		50,922		58,122		(6,894	)		2007		40
1452	South San Francisco	CA		—		14,400		101,362		(115	)		14,400		101,247		115,647		(13,699	)		2007		40
1454	South San Francisco	CA		—		11,100		47,738		9,369			11,100		57,108		68,208		(8,748	)		2007		40
1455	South San Francisco	CA		—		9,700		41,937		5,835			10,261		47,211		57,472		(6,906	)		2007		40
1456	South San Francisco	CA		—		6,300		22,900		8,196			6,300		31,096		37,396		(4,858	)		2007		40
1458	South San Francisco	CA		—		10,900		20,900		4,094			10,909		24,788		35,697		(5,567	)		2007		40
1459	South San Francisco	CA		—		3,600		100		183			3,600		283		3,883		(94	)		2007		5
1460	South San Francisco	CA		—		2,300		100		92			2,300		192		2,492		(100	)		2007		5
1461	South San Francisco	CA		—		3,900		200		171			3,900		371		4,271		(200	)		2007		5
1462	South San Francisco	CA		—		7,117		600		5,020			7,117		5,272		12,389		(674	)		2007		40
1463	South San Francisco	CA		—		10,381		2,300		16,370			10,381		18,670		29,051		(1,094	)		2007		40
1464	South San Francisco	CA		—		7,403		700		7,287			7,403		7,987		15,390		(522	)		2007		40
1468	South San Francisco	CA		—		10,100		24,013		2,796			10,100		26,809		36,909		(5,478	)		2007		40
1480	South San Francisco	CA		—		32,210		3,110		11,185			32,210		14,295		46,505		—			2007		**
1559	South San Francisco	CA		—		5,666		5,773		188			5,695		5,863		11,558		(5,892	)		2007		5
1560	South San Francisco	CA		—		1,204		1,293		15			1,210		1,287		2,497		(1,293	)		2007		5
1982	South San Francisco	CA		—		64,900		—		9,586			64,900		9,586		74,486		—			2011		**
1604	Cambridge	MA		—		8,389		10,630		16,944			8,389		27,574		35,963		(1	)		2010		*
2011	Durham	NC		9,044		447		6,152		3,411			448		9,564		10,012		—			2011		*
2029	Durham	NC		—		1,920		5,661		2,180			1,920		7,841		9,761		(126	)		2012		20
0461	Salt Lake City	UT		—		500		8,548		—			500		8,548		9,048		(2,908	)		2001		33
0462	Salt Lake City	UT		—		890		15,623		—			890		15,624		16,514		(4,678	)		2001		38
0463	Salt Lake City	UT		—		190		9,875		—			190		9,875		10,065		(2,540	)		2001		43
0464	Salt Lake City	UT		—		630		6,921		62			630		6,984		7,614		(2,143	)		2001		38
0465	Salt Lake City	UT		—		125		6,368		67			125		6,435		6,560		(1,640	)		2001		43
0466	Salt Lake City	UT		—		—		14,614		7			—		14,621		14,621		(3,235	)		2001		43
0507	Salt Lake City	UT		—		280		4,345		226			280		4,571		4,851		(1,022	)		2002		43
0537	Salt Lake City	UT		—		—		6,517		—			—		6,517		6,517		(1,532	)		2002		35
0799	Salt Lake City	UT		—		—		14,600		90			—		14,690		14,690		(2,140	)		2005		40
1593	Salt Lake City	UT		—		—		23,998		—			—		23,998		23,998		(1,757	)		2010		33
			$	62,155	$	935,828	$	2,197,732	$	457,086		$	937,148	$	2,650,293	$	3,587,441	$	(370,208	)
Medical office
0638	Anchorage	AK		6,237		1,456		10,650		5,447			1,456		16,046		17,502		(1,726	)		2000		*
0520	Chandler	AZ		—		3,669		13,503		1,836			3,669		15,095		18,764		(3,287	)		2002		40
2040	Mesa	AZ		—		—		17,314		1			—		17,314		17,314		(176	)		2012		45
0468	Oro Valley	AZ		—		1,050		6,774		892			1,050		7,090		8,140		(1,691	)		2001		43
0356	Phoenix	AZ		—		780		3,199		992			780		3,465		4,245		(1,338	)		1999		32
0470	Phoenix	AZ		—		280		877		42			280		918		1,198		(236	)		2001		43
1066	Scottsdale	AZ		—		5,115		14,064		2,015			4,791		16,396		21,187		(3,037	)		2006		40
2021	Scottsdale	AZ		—		—		12,312		5			—		12,317		12,317		(249	)		2012		25
2022	Scottsdale	AZ		—		—		9,179		10			—		9,190		9,190		(210	)		2012		25
2023	Scottsdale	AZ		—		—		6,398		14			—		6,412		6,412		(116	)		2012		25
2024	Scottsdale	AZ		—		—		9,522		—			—		9,522		9,522		(165	)		2012		25
2025	Scottsdale	AZ		—		—		4,102		36			—		4,138		4,138		(92	)		2012		25
2026	Scottsdale	AZ		—		—		3,655		—			—		3,655		3,655		(63	)		2012		25
2027	Scottsdale	AZ		—		—		7,168		—			—		7,168		7,168		(129	)		2012		25
2028	Scottsdale	AZ		—		—		6,659		—			—		6,659		6,659		(115	)		2012		25
0453	Tucson	AZ		—		215		6,318		940			291		6,982		7,273		(2,248	)		2000		35
0556	Tucson	AZ		—		215		3,940		605			215		4,214		4,429		(855	)		2003		43
1041	Brentwood	CA		—		—		30,864		1,450			25		32,092		32,117		(5,190	)		2006		40
1200	Encino	CA		—		6,151		10,438		2,304			6,453		12,385		18,838		(2,663	)		2006		33
0436	Murietta	CA		—		400		9,266		1,649			520		10,234		10,754		(3,907	)		1999		33
0239	Poway	CA		—		2,700		10,839		2,070			2,783		11,690		14,473		(4,866	)		1997		35
0318	Sacramento	CA		—		2,860		21,850		8,784			2,860		29,864		32,724		(6,105	)		1998		*
0234	San Diego	CA		—		2,848		5,879		1,289			3,009		5,356		8,365		(2,605	)		1997		21
0235	San Diego	CA		—		2,863		8,913		2,874			3,068		9,949		13,017		(4,855	)		1997		21
0236	San Diego	CA		—		4,619		19,370		3,521			4,711		17,660		22,371		(8,308	)		1997		21
0421	San Diego	CA		—		2,910		17,362		9,055			2,910		26,417		29,327		(4,547	)		1999		*
0564	San Jose	CA		2,764		1,935		1,728		1,569			1,935		3,178		5,113		(1,116	)		2003		37
0565	San Jose	CA		6,436		1,460		7,672		495			1,460		8,161		9,621		(2,120	)		2003		37
0659	San Jose	CA		—		1,718		3,124		385			1,718		3,432		5,150		(661	)		2000		34
1209	Sherman Oaks	CA		—		7,472		10,075		2,425			7,741		12,221		19,962		(3,641	)		2006		22
0439	Valencia	CA		—		2,300		6,967		1,174			2,309		7,036		9,345		(2,805	)		1999		35
1211	Valencia	CA		—		1,344		7,507		503			1,383		7,972		9,355		(1,370	)		2006		40
0440	West Hills	CA		—		2,100		11,595		1,799			2,156		10,603		12,759		(4,067	)		1999		32
0728	Aurora	CO		—		—		8,764		899			—		9,663		9,663		(2,896	)		2005		39
1196	Aurora	CO		—		210		12,362		1,118			210		13,445		13,655		(2,346	)		2006		40
1197	Aurora	CO		—		200		8,414		845			200		9,259		9,459		(1,904	)		2006		33
0882	Colorado Springs	CO		—		—		12,933		4,903			—		17,837		17,837		(3,995	)		2007		40
0814	Conifer	CO		—		—		1,485		35			13		1,508		1,521		(276	)		2005		40
1199	Denver	CO		—		493		7,897		539			558		8,372		8,930		(1,613	)		2006		33
0808	Englewood	CO		—		—		8,616		3,701			—		12,192		12,192		(2,489	)		2005		35
0809	Englewood	CO		—		—		8,449		2,131			—		10,294		10,294		(2,427	)		2005		35
0810	Englewood	CO		—		—		8,040		4,337			—		12,378		12,378		(2,895	)		2005		35
0811	Englewood	CO		—		—		8,472		1,800			—		10,229		10,229		(2,388	)		2005		35
0812	Littleton	CO		—		—		4,562		1,348			79		5,728		5,807		(1,363	)		2005		35
0813	Littleton	CO		—		—		4,926		1,202			5		6,078		6,083		(1,309	)		2005		38
0570	Lone Tree	CO		—		—		—		18,659			—		18,531		18,531		(4,152	)		2003		39
0666	Lone Tree	CO		14,103		—		23,274		823			—		24,086		24,086		(4,248	)		2000		37
1076	Parker	CO		—		—		13,388		106			8		13,477		13,485		(2,308	)		2006		40
0510	Thornton	CO		—		236		10,206		1,800			244		11,974		12,218		(2,980	)		2002		43
0433	Atlantis	FL		—		—		5,651		495			33		5,796		5,829		(2,408	)		1999		35
0434	Atlantis	FL		—		—		2,027		177			5		2,199		2,204		(851	)		1999		34
0435	Atlantis	FL		—		—		2,000		427			—		2,328		2,328		(922	)		1999		32
0602	Atlantis	FL		—		455		2,231		336			455		2,377		2,832		(486	)		2000		34

											Gross Amount at Which Carried As of December 31, 2012
					Initial Cost to Company																	Life on Which Depreciation in Latest Income Statement is Computed
									Costs Capitalized Subsequent to Acquisition
City		State	Encumbrances at December 31, 2012		Land		Buildings and Improvements				Land		Buildings and Improvements		Total(1)		Accumulated Depreciation			Year Acquired/ Constructed
0604	Englewood	FL		—		170		1,134		240		198		1,330		1,528		(312	)		2000		34
0609	Kissimmee	FL		—		788		174		211		815		335		1,150		(108	)		2000		34
0610	Kissimmee	FL		—		481		347		304		486		646		1,132		(150	)		2000		34
0671	Kissimmee	FL		—		—		7,574		1,595		—		8,601		8,601		(1,690	)		2000		36
0603	Lake Worth	FL		—		1,507		2,894		1,807		1,507		4,570		6,077		(681	)		2000		34
0612	Margate	FL		—		1,553		6,898		560		1,553		7,441		8,994		(1,376	)		2000		34
0613	Miami	FL		8,538		4,392		11,841		2,464		4,392		14,137		18,529		(3,074	)		2000		34
1067	Milton	FL		—		—		8,566		217		—		8,775		8,775		(1,392	)		2006		40
0563	Orlando	FL		—		2,144		5,136		3,142		2,288		8,018		10,306		(2,603	)		2003		37
0833	Pace	FL		—		—		10,309		2,548		—		12,534		12,534		(3,127	)		2006		44
0834	Pensacola	FL		—		—		11,166		478		—		11,644		11,644		(1,836	)		2006		45
0614	Plantation	FL		787		969		3,241		824		1,011		4,014		5,025		(988	)		2000		34
0673	Plantation	FL		4,943		1,091		7,176		472		1,091		7,524		8,615		(1,407	)		2002		36
0701	St. Petersburg	FL		—		—		10,141		3,654		—		13,651		13,651		(2,769	)		2004		38
1210	Tampa	FL		—		1,967		6,602		3,612		2,067		9,894		11,961		(2,874	)		2006		25
1058	McCaysville	GA		—		—		3,231		18		—		3,249		3,249		(513	)		2006		40
1065	Marion	IL		—		99		11,484		98		100		11,581		11,681		(1,931	)		2006		40
1057	Newburgh	IN		—		—		14,019		1,234		—		15,247		15,247		(2,342	)		2006		40
2039	Kansas City	KS		1,895		440		2,173		2		440		2,173		2,613		(28	)		2012		35
2043	Overland Park	KS		—		—		7,668		3		—		7,668		7,668		(91	)		2012		40
0483	Wichita	KS		—		530		3,341		374		530		3,716		4,246		(951	)		2001		45
1064	Lexington	KY		—		—		12,726		859		—		13,583		13,583		(2,476	)		2006		40
0735	Louisville	KY		—		936		8,426		2,758		936		11,077		12,013		(7,101	)		2005		11
0737	Louisville	KY		—		835		27,627		2,386		835		29,610		30,445		(6,638	)		2005		37
0738	Louisville	KY		4,959		780		8,582		3,309		808		11,782		12,590		(4,955	)		2005		18
0739	Louisville	KY		8,015		826		13,814		1,531		826		14,855		15,681		(3,452	)		2005		38
0740	Louisville	KY		8,679		2,983		13,171		3,237		2,983		16,235		19,218		(4,266	)		2005		30
1944	Louisville	KY		—		788		2,414		—		788		2,414		3,202		(193	)		2010		25
1945	Louisville	KY		24,937		3,255		28,644		—		3,255		28,644		31,899		(1,910	)		2010		30
1946	Louisville	KY		—		430		6,125		—		430		6,125		6,555		(408	)		2010		30
1324	Haverhill	MA		—		800		8,537		1,388		828		9,896		10,724		(1,851	)		2007		40
1213	Ellicott City	MD		—		1,115		3,206		1,439		1,115		4,645		5,760		(1,003	)		2006		34
0361	GlenBurnie	MD		—		670		5,085		—		670		5,085		5,755		(1,985	)		1999		35
1052	Towson	MD		—		—		14,233		3,588		—		15,777		15,777		(3,467	)		2006		40
0240	Minneapolis	MN		—		117		13,213		1,394		117		14,458		14,575		(6,071	)		1997		32
0300	Minneapolis	MN		1,370		160		10,131		2,461		160		12,195		12,355		(4,896	)		1997		35
2032	Independence	MO		33,387		—		48,025		4		—		48,025		48,025		(194	)		2012		45
1078	Flowood	MS		—		—		8,413		689		—		9,075		9,075		(1,553	)		2006		40
1059	Jackson	MS		—		—		8,869		37		—		8,905		8,905		(1,391	)		2006		40
1060	Jackson	MS		6,005		—		7,187		2,160		—		9,347		9,347		(1,696	)		2006		40
1068	Omaha	NE		13,661		—		16,243		400		17		16,615		16,632		(2,714	)		2006		40
0729	Albuquerque	NM		—		—		5,380		182		—		5,563		5,563		(1,109	)		2005		39
0348	Elko	NV		—		55		2,637		12		55		2,649		2,704		(1,050	)		1999		35
0571	Las Vegas	NV		—		—		—		18,002		—		17,459		17,459		(4,115	)		2003		40
0660	Las Vegas	NV		3,487		1,121		4,363		3,244		1,253		7,423		8,676		(2,396	)		2000		34
0661	Las Vegas	NV		3,635		2,125		4,829		3,284		2,225		7,798		10,023		(1,767	)		2000		34
0662	Las Vegas	NV		6,953		3,480		12,305		3,055		3,480		15,099		18,579		(3,689	)		2000		34
0663	Las Vegas	NV		1,004		1,717		3,597		1,985		1,717		5,562		7,279		(1,716	)		2000		34
0664	Las Vegas	NV		2,046		1,172		1,550		316		1,172		1,651		2,823		(1,649	)		2000		*
0691	Las Vegas	NV		—		3,244		18,339		1,574		3,273		19,764		23,037		(6,395	)		2004		30
2037	Mesquite	NV		3,280		—		5,559		5		—		5,559		5,559		(64	)		2012		40
1285	Cleveland	OH		—		823		2,726		660		853		2,671		3,524		(546	)		2006		40
0400	Harrison	OH		—		—		4,561		300		—		4,861		4,861		(1,776	)		1999		35
1054	Durant	OK		—		619		9,256		1,152		651		10,368		11,019		(1,609	)		2006		40
0817	Owasso	OK		—		—		6,582		594		—		7,176		7,176		(2,168	)		2005		40
0404	Roseburg	OR		—		—		5,707		—		—		5,707		5,707		(2,074	)		1999		35
0252	Clarksville	TN		—		765		4,184		—		765		4,184		4,949		(1,762	)		1998		35
0624	Hendersonville	TN		—		256		1,530		661		256		2,070		2,326		(588	)		2000		34
0559	Hermitage	TN		—		830		5,036		5,011		830		9,826		10,656		(2,613	)		2003		35
0561	Hermitage	TN		—		596		9,698		2,284		596		11,548		12,144		(3,123	)		2003		37
0562	Hermitage	TN		—		317		6,528		1,749		317		8,021		8,338		(2,218	)		2003		37
0154	Knoxville	TN		—		700		4,559		3,462		700		8,022		8,722		(2,162	)		1994		19
0409	Murfreesboro	TN		—		900		12,706		—		900		12,706		13,606		(5,767	)		1999		35
0625	Nashville	TN		9,089		955		14,289		1,475		955		15,518		16,473		(3,335	)		2000		34
0626	Nashville	TN		3,742		2,050		5,211		2,239		2,055		7,383		9,438		(1,543	)		2000		34
0627	Nashville	TN		530		1,007		181		554		1,007		715		1,722		(163	)		2000		34
0628	Nashville	TN		5,298		2,980		7,164		1,331		2,980		8,440		11,420		(1,674	)		2000		34
0630	Nashville	TN		535		515		848		233		528		1,067		1,595		(219	)		2000		34
0631	Nashville	TN		—		266		1,305		789		266		1,991		2,257		(430	)		2000		34
0632	Nashville	TN		—		827		7,642		2,429		827		9,976		10,803		(2,213	)		2000		34
0633	Nashville	TN		9,567		5,425		12,577		3,185		5,425		15,729		21,154		(3,390	)		2000		34
0634	Nashville	TN		8,747		3,818		15,185		2,854		3,818		17,692		21,510		(4,081	)		2000		34
0636	Nashville	TN		436		583		450		—		583		450		1,033		(82	)		2000		34
0573	Arlington	TX		8,532		769		12,355		1,871		769		14,160		14,929		(2,954	)		2003		34
0576	Conroe	TX		2,787		324		4,842		1,588		324		6,326		6,650		(1,787	)		2000		34
0577	Conroe	TX		5,125		397		7,966		1,247		397		8,884		9,281		(1,789	)		2000		34
0578	Conroe	TX		5,355		388		7,975		1,474		388		9,328		9,716		(1,377	)		2000		*
0579	Conroe	TX		1,751		188		3,618		660		188		4,261		4,449		(779	)		2000		34
0581	Corpus Christi	TX		—		717		8,181		2,041		717		10,178		10,895		(2,758	)		2000		34
0600	Corpus Christi	TX		—		328		3,210		2,019		328		5,029		5,357		(1,277	)		2000		34
0601	Corpus Christi	TX		—		313		1,771		624		313		2,382		2,695		(651	)		2000		34
0582	Dallas	TX		5,268		1,664		6,785		2,056		1,693		8,692		10,385		(2,024	)		2000		34
1314	Dallas	TX		—		15,230		162,971		5,238		15,239		167,873		183,112		(29,471	)		2006		35
0583	Fort Worth	TX		2,906		898		4,866		1,231		898		6,041		6,939		(1,415	)		2000		34
0805	Fort Worth	TX		—		—		2,481		726		2		3,158		3,160		(963	)		2005		25
0806	Fort Worth	TX		—		—		6,070		35		5		6,024		6,029		(1,123	)		2005		40
1061	Granbury	TX		—		—		6,863		80		—		6,943		6,943		(1,115	)		2006		40
0430	Houston	TX		—		1,927		33,140		1,979		2,063		34,830		36,893		(13,129	)		1999		35
0446	Houston	TX		—		2,200		19,585		5,566		2,209		22,623		24,832		(12,966	)		1999		17
0586	Houston	TX		—		1,033		3,165		840		1,033		3,881		4,914		(930	)		2000		34
0589	Houston	TX		9,688		1,676		12,602		2,743		1,706		15,124		16,830		(3,510	)		2000		34
0670	Houston	TX		—		257		2,884		1,028		297		3,847		4,144		(807	)		2000		35
0702	Houston	TX		—		—		7,414		1,115		7		8,501		8,508		(1,891	)		2004		36
1044	Houston	TX		—		—		4,838		3,186		—		7,940		7,940		(1,802	)		2006		40
0590	Irving	TX		5,510		828		6,160		1,563		828		7,665		8,493		(1,544	)		2000		34
0700	Irving	TX		—		—		8,550		2,905		—		11,452		11,452		(2,601	)		2004		34
1202	Irving	TX		—		1,604		16,107		589		1,604		16,696		18,300		(2,699	)		2006		40
1207	Irving	TX		—		1,955		12,793		859		1,986		13,621		15,607		(2,051	)		2006		40
1062	Lancaster	TX		—		162		3,830		301		162		4,097		4,259		(760	)		2006		39
0591	Lewisville	TX		5,147		561		8,043		703		561		8,720		9,281		(1,620	)		2000		34
0144	Longview	TX		—		102		7,998		386		102		8,384		8,486		(3,488	)		1992		45
0143	Lufkin	TX		—		338		2,383		40		338		2,423		2,761		(988	)		1992		45
0568	McKinney	TX		—		541		6,217		629		541		6,433		6,974		(1,690	)		2003		36
0569	McKinney	TX		—		—		636		7,604		—		7,603		7,603		(1,695	)		2003		40
0596	Nassau Bay	TX		5,383		812		8,883		1,614		812		10,350		11,162		(1,825	)		2000		37
1079	North Richland Hills	TX		—		—		8,942		390		—		9,199		9,199		(1,528	)		2006		40
2048	North Richland Hills	TX		—		1,385		10,213		—		1,385		10,213		11,598		(142	)		2012		30
0142	Pampa	TX		—		84		3,242		569		84		3,811		3,895		(1,629	)		1992		45
1048	Pearland	TX		—		—		4,014		4,002		—		7,953		7,953		(1,685	)		2006		40
0447	Plano	TX		—		1,700		7,810		4,598		1,704		11,946		13,650		(3,467	)		1999		*
0597	Plano	TX		7,569		1,210		9,588		1,760		1,210		11,255		12,465		(2,491	)		2000		34
0672	Plano	TX		9,607		1,389		12,768		1,167		1,389		13,575		14,964		(2,752	)		2002		36
1284	Plano	TX		—		2,049		18,793		1,082		2,087		19,050		21,137		(5,122	)		2006		40
1286	Plano	TX		—		3,300		—		—		3,300		—		3,300		—			2006		**
0815	San Antonio	TX		—		—		9,193		773		12		9,924		9,936		(2,282	)		2006		35
0816	San Antonio	TX		4,473		—		8,699		1,035		—		9,696		9,696		(2,140	)		2006		35
1591	San Antonio	TX		—		—		7,309		288		12		7,585		7,597		(635	)		2010		30
1977	San Antonio	TX		—		—		26,191		610		—		26,799		26,799		(1,797	)		2011		30
0598	Sugarland	TX		3,815		1,078		5,158		1,456		1,084		6,472		7,556		(1,395	)		2000		34
1081	Texarkana	TX		—		1,117		7,423		566		1,177		7,929		9,106		(1,291	)		2006		40
0599	Texas City	TX		6,237		—		9,519		157		—		9,676		9,676		(1,666	)		2000		37
0152	Victoria	TX		—		125		8,977		—		125		8,977		9,102		(3,605	)		1994		45
1592	Bountiful	UT		5,154		999		7,426		55		999		7,481		8,480		(607	)		2010		30
0169	Bountiful	UT		—		276		5,237		561		330		5,743		6,073		(2,161	)		1995		45
0346	Castle Dale	UT		—		50		1,818		63		50		1,881		1,931		(757	)		1998		35
0347	Centerville	UT		—		300		1,288		191		300		1,479		1,779		(623	)		1999		35
2035	Draper	UT		5,810		—		10,803		79		—		10,876		10,876		(110	)		2012		45
0350	Grantsville	UT		—		50		429		39		50		468		518		(209	)		1999		35
0469	Kaysville	UT		—		530		4,493		146		530		4,639		5,169		(1,160	)		2001		43
0456	Layton	UT		—		371		7,073		377		389		7,359		7,748		(2,517	)		2001		35
2042	Layton	UT		—		—		10,275		7		—		10,275		10,275		(107	)		2012		45
0359	Ogden	UT		—		180		1,695		121		180		1,764		1,944		(715	)		1999		35
1283	Ogden	UT		—		106		4,464		524		106		4,528		4,634		(719	)		2006		40
0357	Orem	UT		—		337		8,744		1,184		306		9,191		9,497		(4,044	)		1999		35
0371	Providence	UT		—		240		3,876		202		256		3,802		4,058		(1,474	)		1999		35
0353	Salt Lake City	UT		—		190		779		61		201		830		1,031		(342	)		1999		35
0354	Salt Lake City	UT		—		220		10,732		1,342		220		11,872		12,092		(4,563	)		1999		35
0355	Salt Lake City	UT		—		180		14,792		1,215		180		15,901		16,081		(6,251	)		1999		35
0467	Salt Lake City	UT		—		3,000		7,541		649		3,109		8,036		11,145		(2,410	)		2001		38
0566	Salt Lake City	UT		—		509		4,044		834		509		4,710		5,219		(1,264	)		2003		37
2041	Salt Lake City	UT		—		—		12,326		9		—		12,326		12,326		(125	)		2012		45
2033	Sandy	UT		3,170		867		3,513		8		867		3,513		4,380		(79	)		2012		20
0358	Springville	UT		—		85		1,493		188		85		1,682		1,767		(673	)		1999		35
0482	Stansbury	UT		—		450		3,201		346		450		3,484		3,934		(904	)		2001		45
0351	Washington Terrace	UT		—		—		4,573		1,946		—		6,167		6,167		(2,178	)		1999		35
0352	Washington Terrace	UT		—		—		2,692		439		—		2,801		2,801		(1,077	)		1999		35
2034	West Jordan	UT		7,958		—		12,021		10		—		12,021		12,021		(121	)		2012		45
2036	West Jordan	UT		1,509		—		1,383		11		—		1,383		1,383		(13	)		2012		20
0495	West Valley City	UT		—		410		8,266		1,002		410		9,268		9,678		(2,922	)		2002		35
0349	West Valley City	UT		—		1,070		17,463		76		1,036		17,566		18,602		(6,955	)		1999		35
1208	Fairfax	VA		—		8,396		16,710		2,848		8,408		19,545		27,953		(4,437	)		2006		28
0572	Reston	VA		—		—		11,902		44		—		11,875		11,875		(2,832	)		2003		43
0448	Renton	WA		—		—		18,724		1,523		—		19,580		19,580		(7,276	)		1999		35
0781	Seattle	WA		—		—		52,703		3,206		—		53,162		53,162		(11,795	)		2004		39
0782	Seattle	WA		—		—		24,382		3,634		21		27,188		27,209		(6,521	)		2004		36
0783	Seattle	WA		—		—		5,625		969		—		6,547		6,547		(4,806	)		2004		10
0785	Seattle	WA		—		—		7,293		1,341		—		7,875		7,875		(2,125	)		2004		33
1385	Seattle	WA		—		—		38,925		848		—		39,763		39,763		(7,329	)		2007		30
2038	Evanston	WY		2,213		—		4,601		12		—		4,601		4,601		(52	)		2012		40
0884	Coyoacan	DF		—		415		3,739		255		338		4,066		4,404		(736	)		2006		40
			$	320,032	$	192,906	$	1,989,115	$	313,338	$	195,525	$	2,255,103	$	2,450,628	$	(506,859	)
Post—acute/skilled nursing
0012	Livermore	CA		—		610		1,711		1,125		610		2,835		3,445		(2,788	)		1985		25
0315	Perris	CA		—		336		3,021		—		336		3,021		3,357		(1,552	)		1998		25
0002	Fort Collins	CO		—		499		1,913		1,454		499		3,114		3,613		(3,114	)		1985		25
0018	Morrison	CO		—		1,429		5,464		4,019		1,429		8,757		10,186		(8,565	)		1985		24
0280	Statesboro	GA		—		168		1,508		—		168		1,509		1,677		(798	)		1992		25
0297	Rexburg	ID		—		200		5,310		—		200		5,060		5,260		(2,097	)		1998		35
0378	Anderson	IN		—		500		4,724		1,734		500		6,057		6,557		(2,033	)		1999		35
0384	Angola	IN		—		130		2,900		2,798		130		5,698		5,828		(1,100	)		1999		35
0385	Fort Wayne	IN		—		200		4,150		2,667		200		6,817		7,017		(1,928	)		1999		38
0386	Fort Wayne	IN		—		140		3,760		—		140		3,760		3,900		(1,414	)		1999		35
0387	Huntington	IN		—		30		2,970		338		30		3,308		3,338		(1,159	)		1999		35
0373	Kokomo	IN		—		250		4,622		1,294		250		5,653		5,903		(1,462	)		1999		45
0454	New Albany	IN		—		230		6,595		—		230		6,595		6,825		(2,214	)		2001		35
0484	Tell City	IN		—		95		6,208		1,299		95		7,509		7,604		(1,802	)		2001		45
0688	Cynthiana	KY		—		192		4,875		—		192		4,875		5,067		(961	)		2004		40
0071	Mayfield	KY		—		218		2,797		—		218		2,792		3,010		(1,835	)		1986		40
0298	Franklin	LA		—		405		3,424		—		405		3,424		3,829		(1,780	)		1998		25
0299	Morgan City	LA		—		203		2,050		—		203		2,050		2,253		(1,065	)		1998		25
0017	Westborough	MA		—		858		2,975		2,894		858		5,866		6,724		(4,578	)		1985		30
0388	Las Vegas	NV		—		1,300		3,950		1,487		1,300		5,437		6,737		(1,486	)		1999		35
0389	Las Vegas	NV		—		1,300		5,800		—		1,300		5,800		7,100		(2,182	)		1999		35
0390	Fairborn	OH		—		250		4,850		—		250		4,850		5,100		(1,825	)		1999		35
0391	Georgetown	OH		—		130		4,970		—		130		4,970		5,100		(1,870	)		1999		35
0063	Marion	OH		—		218		2,971		—		218		2,966		3,184		(2,521	)		1986		30
0038	Newark	OH		—		400		8,588		—		400		8,577		8,977		(6,254	)		1986		35
0392	Port Clinton	OH		—		370		3,630		—		370		3,630		4,000		(1,366	)		1999		35
0393	Springfield	OH		—		250		3,950		2,113		250		6,063		6,313		(1,697	)		1999		35
0394	Toledo	OH		—		120		5,130		—		120		5,130		5,250		(1,930	)		1999		35
0395	Versailles	OH		—		120		4,980		—		120		4,980		5,100		(1,873	)		1999		35
0695	Carthage	TN		—		129		2,406		—		129		2,225		2,354		(535	)		2004		35
0054	Loudon	TN		—		26		3,879		—		26		3,873		3,899		(2,872	)		1986		35
0047	Maryville	TN		—		160		1,472		—		160		1,468		1,628		(862	)		1986		45
0048	Maryville	TN		—		307		4,376		—		307		4,369		4,676		(2,489	)		1986		45
0285	Fort Worth	TX		—		243		2,036		269		243		2,305		2,548		(1,212	)		1998		25
0296	Ogden	UT		—		250		4,685		—		250		4,435		4,685		(1,817	)		1998		35
0681	Fishersville	VA		—		751		7,734		—		751		7,220		7,971		(1,570	)		2004		40
0682	Floyd	VA		—		309		2,263		—		309		1,893		2,202		(654	)		2004		25
0689	Independence	VA		—		206		8,366		—		206		7,810		8,016		(1,676	)		2004		40
0683	Newport News	VA		—		535		6,192		—		535		5,719		6,254		(1,243	)		2004		40
0684	Roanoke	VA		—		586		7,159		—		586		6,696		7,282		(1,454	)		2004		40
0685	Staunton	VA		—		422		8,681		—		422		8,136		8,558		(1,766	)		2004		40
0686	Williamsburg	VA		—		699		4,886		—		699		4,464		5,163		(971	)		2004		40
0690	Windsor	VA		—		319		7,543		—		319		7,018		7,337		(1,506	)		2004		40
0687	Woodstock	VA		—		603		5,395		9		605		4,987		5,592		(1,086	)		2004		40
			$	—	$	16,696	$	196,869	$	23,500	$	16,698	$	213,721	$	230,419	$	(86,962	)
Hospital
0126	Sherwood	AR		—		709		9,604		—		709		9,587		10,296		(4,693	)		1990		45
0113	Glendale	AZ		—		1,565		7,050		—		1,565		7,050		8,615		(3,543	)		1988		45
1038	Fresno	CA		—		3,652		29,113		16,699		3,652		45,813		49,465		(10,320	)		2006		40
0423	Irvine	CA		—		18,000		70,800		—		18,000		70,800		88,800		(26,641	)		1999		35
0127	Colorado Springs	CO		—		690		8,338		—		690		8,338		9,028		(4,058	)		1989		45
0425	Palm Beach Garden	FL		—		4,200		58,250		—		4,200		58,250		62,450		(21,915	)		1999		35
0887	Atlanta	GA		—		4,300		13,690		—		4,300		11,890		16,190		(3,468	)		2007		40
0426	Roswell	GA		—		6,900		55,300		—		6,900		54,859		61,759		(20,687	)		1999		35
0112	Overland Park	KS		—		2,316		10,681		—		2,316		10,680		12,996		(5,558	)		1989		45
1383	Baton Rouge	LA		—		690		8,545		86		690		8,502		9,192		(1,557	)		2007		40
0877	Slidell	LA		—		1,490		22,034		—		1,490		20,934		22,424		(3,227	)		2006		40
2031	Slidell	LA		—		3,000		—		643		3,000		643		3,643		—			2012		**
0429	Hickory	NC		—		2,600		69,900		—		2,600		69,900		72,500		(26,296	)		1999		35
0886	Dallas	TX		—		1,820		8,508		26		1,820		7,454		9,274		(1,087	)		2007		40
1319	Dallas	TX		—		18,840		138,235		1,097		18,840		139,332		158,172		(22,658	)		2007		35
1384	Plano	TX		—		6,290		22,686		3,920		6,290		26,606		32,896		(4,346	)		2007		25
0084	San Antonio	TX		—		1,990		11,184		—		1,990		11,174		13,164		(6,104	)		1987		45
0885	Greenfield	WI		—		620		9,542		—		620		8,722		9,342		(1,270	)		2006		40
			$	—	$	79,672	$	553,460	$	22,471	$	79,672	$	570,534	$	650,206	$	(167,428	)
Total continuing operations properties			$	1,676,544	$	1,844,818	$	10,011,830	$	904,045	$	1,850,397	$	10,771,168	$	12,621,565	$	(1,737,429	)
Corporate and other assets				—		—		2,729		4,014		—		3,180		3,180		(2,289	)
Total			$	1,676,544	$	1,844,818	$	10,014,559	$	908,059	$	1,850,397	$	10,774,348	$	12,624,745	$	(1,739,718	)

*

Property is in development or taken out of service and placed in redevelopment and not yet placed in service.

**

Represents land parcels held for development which are not depreciated.

†

A portion of the property has been taken out of service and placed in redevelopment.

(1)

At December 31, 2012, the tax basis of the Company's net real estate assets is less than the reported amounts by approximately $1.6 billion.

•         (b)   A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2012, 2011 and 2010 follows (in thousands):

	Year ended December 31,
	2012			2011			2010
Real estate:
Balances at beginning of year	$	10,730,089		$	9,756,927		$	9,416,188
Acquisition of real estate and development and improvements		1,941,091			1,049,723			377,354
Disposition of real estate		(148,752	)		(21,737	)		(61,139	)
Impairments		(7,878	)		—			—
Balances associated with changes in reporting presentation(1)		110,195			(54,824	)		24,524
Balances at end of year	$	12,624,745		$	10,730,089		$	9,756,927
Accumulated depreciation:
Balances at beginning of year	$	1,449,579		$	1,226,122		$	1,015,263
Depreciation expense		302,332			294,480			254,799
Disposition of real estate		(32,942	)		(5,705	)		(27,123	)
Balances associated with changes in reporting presentation(1)		20,749			(65,318	)		(16,817	)
Balances at end of year	$	1,739,718		$	1,449,579		$	1,226,122

(1)

The balances associated with changes in reporting presentation represent real estate and accumulated depreciation related to properties placed into discontinued operations as of December 31, 2012.

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Compensation Plans

12 Months Ended

Dec. 31, 2012

Compensation Plans

Compensation Plans

(16) Compensation Plans

• Stock Based Compensation

        On May 11, 2006, the Company's stockholders approved the 2006 Performance Incentive Plan (the "2006 Incentive Plan"). The 2006 Incentive Plan provides for the granting of stock-based compensation, including stock options, restricted stock and performance restricted stock units to officers, employees and directors in connection with their employment with or services provided to the Company. On April 23, 2009, the Company's stockholders amended the 2006 Incentive Plan. As a result of the amendment, the maximum number of shares reserved for awards under the 2006 Incentive Plan, as amended, is 23.2 million shares. The maximum number of shares available for future awards under the 2006 Incentive Plan is 6.8 million shares at December 31, 2012, of which approximately 4.5 million shares may be issued as restricted stock and performance restricted stock units.

• Stock Options

        Stock options are granted with an exercise price per share equal to the closing market price of the company's common stock on the grant date. Stock options generally vest ratably over a four- to five-year period and have a 10-year contractual term. Vesting of certain options may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. Upon the exercise of options, the participant is required to pay the exercise price of the options being exercised and the related tax withholding obligation. Participants have the ability to elect to have the Company withhold the number of shares to be delivered upon exercise of stock options to pay the related exercise price and tax withholding obligation. The value of the shares withheld is dependent upon the closing market price of the Company's common stock on the date that the relevant transaction occurs.

        A summary of the stock option activity in 2012 is presented in the following table (dollars and shares in thousands, except per share amounts):

	Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2012		6,524		$	28.76		6.1	$	84,169
Granted		455			41.64
Exercised		(3,838	)		28.33
Forfeited		(14	)		26.40
Outstanding as of December 31, 2012		3,127			31.16		6.9		43,774
Exercisable as of December 31, 2012		539			32.09		6.0		7,041

        The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2012 (shares in thousands):

					Weighted Average Remaining Contractual Term (Years)		Currently Exercisable
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		910	$	23.34		6.1		54	$	23.34
27.11 -  28.35		739		28.28		6.8		210		28.12
31.95 -  41.64		1,478		37.41		7.4		275		36.84
		3,127		31.16		6.9		539		32.09

        The following table summarizes additional information concerning unvested stock options at December 31, 2012 (shares in thousands):

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		3,285		$	3.77
Granted		455			6.34
Vested		(1,138	)		3.59
Forfeited		(14	)		3.67
Unvested at December 31, 2012		2,588			4.30

        The weighted average fair value per share at the date of grant for options awarded during the years ended December 31, 2012, 2011 and 2010 was $6.34, $5.97 and $5.17, respectively. The total vesting date intrinsic value (at vesting) of shares under options vested during the years ended December 31, 2012, 2011 and 2010 was $18.0 million, $15.8 million and $10.7 million, respectively. The total intrinsic value of vested shares under options at December 31, 2012 was $7.0 million.

        Proceeds received from options exercised under the 2006 Incentive Plan for the years ended December 31, 2012, 2011 and 2010 were $51.6 million, $30.8 million and $6.3 million, respectively. The total intrinsic value (at exercise) of options exercised during the years ended December 31, 2012, 2011 and 2010 was $51.0 million, $13.4 million and $2.3 million, respectively.

        The fair value of the stock options granted during the years ended December 31, 2012, 2011 and 2010 was estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions described below. The risk-free rate is based on the U.S. Treasury yield curve in effect at the grant date. The expected life (estimated period of time outstanding) of the stock options granted was estimated using the historical exercise behavior of employees and turnover rates. For stock options granted in 2012, 2011 and 2010, the expected volatility was based on the average of the Company's: (i) historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date, calculated on a weekly basis and (ii) the implied volatility of traded options on its common stock for a period equal to 30 days ending on the grant date. For stock options granted prior to 2010, the expected volatility was based on the Company's historical volatility of the adjusted closing prices of its common stock for a period equal to the stock option's expected life, ending on the grant date and calculated on a weekly basis. The following table summarizes the Company's stock option valuation assumptions used with respect to stock options awarded in 2012, 2011 and 2010:

	2012			2011			2010
Risk-free rate		1.09	%		2.58	%		2.77	%
Expected life (in years)		5.9			6.5			6.3
Expected volatility		32.7	%		31.8	%		35.0	%
Expected dividend yield		5.9	%		6.1	%		6.2	%

• Restricted Stock and Performance Restricted Stock Units

        Under the 2006 Incentive Plan, restricted stock and performance restricted stock units generally have a contractual life or vest over a three- to five-year period. The vesting of certain restricted shares and units may accelerate, as provided in the 2006 Incentive Plan or in the applicable award agreement, upon retirement, a change in control or other specified events. When vested, each performance restricted stock unit is convertible into one share of common stock. The restricted stock and performance restricted stock units are valued on the grant date based on the closing market price of the Company's common stock on that date. Generally, the Company recognizes the fair value of the awards over the applicable vesting period as compensation expense. Upon any exercise or payment of restricted shares or units, the participant is required to pay the related tax withholding obligation. Participants generally have the flexibility to elect to have the Company reduce the number of shares to be delivered to pay the related tax withholding obligation. The value of the shares withheld is dependent on the closing market price of the Company's common stock on the date that the relevant transaction occurs. During 2012, 2011 and 2010, the Company withheld 361,000, 136,000 and 154,000 shares, respectively, to offset tax withholding obligations with respect to the restricted stock and restricted stock unit awards.

        The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2012 (units and shares in thousands):

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		1,478		$	32.59		339		$	27.75
Granted		456			41.67		—			N/A
Vested		(707	)		33.03		(186	)		27.55
Forfeited		(7	)		38.29		(8	)		26.72
Unvested at December 31, 2012		1,220			35.16		145			27.24

        At December 31, 2012, the weighted average remaining vesting period of restricted stock units and restricted stock was three years. The total fair values (at vesting) of restricted stock and restricted stock units which vested for the years ended December 31, 2012, 2011 and 2010 were $38.6 million, $14.4 million and $12.5 million, respectively.

        As the Company pays dividends on its outstanding common stock, holders of restricted stock awards are generally entitled to any dividends on the underlying restricted shares, and holders of restricted stock units generally have the right to a cash payment equal to the dividends that would be paid on a number of shares of Company common stock equal to the number of outstanding units subject to the award.

        On August 14, 2006, the Company granted 219,000 restricted stock units to the Company's Chairman and Chief Executive Officer. The restricted stock units vest over a period of 10 years beginning in 2012, subject to accelerated vesting in certain circumstances as provided in the applicable award agreement and the Company's employment agreement with its Chief Executive Officer. Each vested unit will be convertible, upon payment of the award, into one share of common stock. Additionally, as the Company pays dividends on its outstanding common stock, the original award will be credited with additional restricted stock units as dividend equivalents (in lieu of receiving a cash payment). Generally, the dividend equivalent restricted stock units will be subject to the same vesting and other conditions as applied to the grant. At December 31, 2012, the total number of restricted stock units under this arrangement was approximately 317,000.

        In 2012, the Company implemented a clawback policy that is retroactive to prior years pursuant to which its Board of Directors or Compensation Committee shall, in such circumstances as it determines to be appropriate, require reimbursement or cancellation of all or a portion of any short or long-term cash or equity incentive awards or payments to an officer (or former officer, as the case may be) of the Company where: (1) the amount of, or number of shares included in, any such payment or award was determined based on the achievement of financial results that were subsequently the subject of an accounting restatement due to noncompliance with any financial reporting requirement under the securities laws; and (2) a lesser payment or award of cash or shares would have been made to the individual based upon the restated financial results; and (3) the payment or award of cash or shares was received by the individual prior to or during the 12-month period following the first public issuance or filing of the financial results that were subsequently restated.

        Total share-based compensation expense recognized during the years ended December 31, 2012, 2011 and 2010 was $23.3 million, $20.2 million and $15.1 million, respectively. As of December 31, 2012, there was $41.6 million of deferred compensation cost associated with future employee services, related to unvested share-based compensation arrangements granted under the Company's incentive plans, which is expected to be recognized over a weighted average period of three years.

• Employee Benefit Plan

        The Company maintains a 401(k) and profit sharing plan that allows for eligible participants to defer compensation, subject to certain limitations imposed by the Code. The Company provides a matching contribution of up to 4% of each participant's eligible compensation. During 2012, 2011 and 2010, the Company's matching contributions were approximately $0.8 million, $0.8 million and $0.9 million, respectively.

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Investments in and Advances to Unconsolidated Joint Ventures (Details 2) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended				12 Months Ended											12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Apr. 07, 2011 HCR ManorCare	Dec. 31, 2012 HCR ManorCare	Dec. 31, 2011 HCR ManorCare	Dec. 31, 2012 HCP Ventures III, LLC item	Dec. 31, 2012 HCP Ventures IV, LLC item	Dec. 31, 2012 HCP Life Science item	Dec. 31, 2012 HCP Life Science Minimum	Dec. 31, 2012 HCP Life Science Maximum	Dec. 31, 2012 Torrey Pines Science Center, LP	Dec. 31, 2012 Britannia Biotech Gateway, LP	Dec. 31, 2012 LASDK, LP	Dec. 31, 2012 Horizon Bay Hyde Park, LLC item	Dec. 31, 2012 Suburban Properties, LLC item	Dec. 31, 2012 Advances to unconsolidated joint ventures, net	Dec. 31, 2012 Edgewood Assisted Living Center, LLC item	Dec. 31, 2012 Seminole Shores Living Center, LLC item	Dec. 31, 2010 HCP Ventures II	Oct. 31, 2010 HCP Ventures II
Company owned interests in entities, accounted under equity method:
Number of medical office buildings							13	54								1
Number of hospitals								4
Number of life science facilities									4
Number of senior housing facilities															1			1	1
Investments in and advances to unconsolidated joint ventures	$ 212,213,000	$ 224,052,000			$ 90,559,000		$ 7,510,000	$ 32,249,000	$ 67,785,000						$ 6,769,000	$ 7,134,000	$ 207,000
Investment reported in liabilities	(1,091,000)																	(417,000)	(674,000)
Investment ownership percentage				9.90%			30.00%	20.00%		50.00%	63.00%	50.00%	55.00%	63.00%	72.00%	67.00%		45.00%	50.00%		35.00%
Ownership percentage presented after adjusting					9.40%
Number of unconsolidated joint ventures									3
Payment to acquire equity method investment				95,000,000
Impairment related to goodwill						865,000,000
Impairment related to straight-line rent assets of HCP Ventures II																				54,500,000
Reduction in DFL income					59,400,000	42,200,000
Impairments of investments in unconsolidated joint ventures			(71,693,000)																	(71,700,000)
Summarized combined financial information for unconsolidated joint ventures:
Real estate, net	3,731,740,000	3,806,187,000
Goodwill and other assets, net	5,734,318,000	5,797,690,000
Total assets	9,466,058,000	9,603,877,000
Capital lease obligations and mortgage debt	6,875,932,000	6,871,743,000
Accounts payable	971,095,000	1,083,581,000
Other partners' capital	1,435,885,000	1,465,536,000
HCP's capital	183,146,000	183,017,000
Total liabilities and partners' capital	9,466,058,000	9,603,877,000
Combined basis difference	28,000,000
Total revenues	4,260,319,000	4,388,376,000	172,972,000
Net loss	(15,865,000)	(827,306,000)	(54,237,000)
HCP's share in earnings	54,455,000	46,750,000	4,770,000
Fees earned by HCP	1,895,000	2,073,000	4,666,000
Distributions received by HCP	$ 6,299,000	$ 5,681,000	$ 9,738,000

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $)	0 Months Ended	12 Months Ended
	Jan. 25, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF EQUITY
Common dividends, per share (in dollars per share)	$ 0.525	$ 2.00	$ 1.92	$ 1.86

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Accounts receivables, net	$ 34,150,000	$ 26,681,000
Cash and cash equivalents	247,673,000	33,506,000
Other assets, net	788,520,000	485,458,000
Other debt	81,958,000	87,985,000
Accounts payable and accrued liabilities	293,994,000	275,478,000
Deferred revenue	68,055,000	65,614,000
Accounts receivable, allowance (in dollars)	1,668,000	1,341,000
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, liquidation preference (in dollars)		295,500,000
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	453,191,321	408,629,444
Common stock, shares outstanding	453,191,321	408,629,444
VIEs
Accounts receivables, net	1,700,000
Cash and cash equivalents	9,600,000
Other assets, net	1,800,000
Other debt	200,000
Accounts payable and accrued liabilities	14,400,000
Deferred revenue	$ 1,700,000

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Intangibles

12 Months Ended

Dec. 31, 2012

Intangibles

Intangibles

(9)   Intangibles

        The Company's intangible lease assets were (in thousands):

	December 31,
Intangible lease assets	2012			2011
Lease-up intangibles	$	581,742		$	385,148
Above market tenant lease intangibles		153,141			145,374
Below market ground lease intangibles		58,939			41,015
Gross intangible lease assets		793,822			571,537
Accumulated depreciation and amortization		(241,121	)		(199,147	)
Net intangible lease assets	$	552,701		$	372,390

        The increase in intangible assets in 2012 from 2011 was primarily attributable to the acquisition of 129 senior housing communities from the Blackstone JV, comprised primarily of lease-up intangibles with an average amortization period of 15 years. The remaining weighted average amortization period of intangible assets was 12 years and 11 years at December 31, 2012 and 2011, respectively.

        The Company's intangible lease liabilities were (in thousands):

	December 31,
Intangible lease liabilities	2012			2011
Below market lease intangibles	$	192,733		$	206,460
Above market ground lease intangibles		6,091			1,779
Gross intangible lease liabilities		198,824			208,239
Accumulated depreciation and amortization		(92,915	)		(90,462	)
Net intangible lease liabilities	$	105,909		$	117,777

        The remaining weighted average amortization period of unfavorable market lease intangibles was approximately eight years at both December 31, 2012 and 2011.

        For the years ended December 31, 2012, 2011 and 2010, rental income includes additional revenues of $4.0 million, $6.2 million and $8.2 million, respectively, from the amortization of net below market lease intangibles. For the years ended December 31, 2012, 2011 and 2010, operating expenses include additional expense of $0.7 million, $0.6 million and $0.4 million, respectively, from the amortization of net above market ground lease intangibles. For the years ended December 31, 2012, 2011 and 2010, depreciation and amortization expense includes additional expense of $43.7 million, $44.8 million and $45.7 million, respectively, from the amortization of lease-up and non-compete agreement intangibles.

        Estimated aggregate amortization of intangible assets and liabilities for each of the five succeeding fiscal years and thereafter follows (in thousands):

	Intangible Assets		Intangible Liabilities
2013	$	72,684	$	16,772
2014		67,943		16,261
2015		64,078		15,696
2016		59,674		15,150
2017		52,452		12,787
Thereafter		235,870		29,243
	$	552,701	$	105,909

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Schedule II - Valuation and Qualifying Accounts (Details) (Allowance Accounts, USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance Accounts
Movement in Valuation Allowances and Reserves
Balance at the beginning of the year	$ 49,209	$ 43,740	$ 129,505
Additions
Amounts Charged Against Operations, net	3,724	13,316	8,519
Acquired Properties		2
Deductions
Uncollectible Accounts Written-off	(960)	(4,673)	(93,858)
Disposed Properties	(3,374)	(3,176)	(426)
Balance at the end of the year	$ 48,599	$ 49,209	$ 43,740

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Transactions with Related Parties (Details)	12 Months Ended
	Dec. 31, 2012
Related Party Transaction
Redemption of DownREIT units in number of shares (in shares)	2
Mr. Klaritch, an executive vice president | HCPI/Tennessee, LLC
Related Party Transaction
Number of non-managing member units received on distribution of rights (in shares)	113,431
Redemption of DownREIT units in cash equivalent of market value of entity's common stock	45,000
Redemption of DownREIT units in number of shares (in shares)	90,000

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Document and Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Feb. 04, 2013	Jun. 30, 2012
Document and Entity Information
Entity Registrant Name	HCP, INC.
Entity Central Index Key	0000765880
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 18.8
Entity Common Stock, Shares Outstanding		453,379,156
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Other Assets

12 Months Ended

Dec. 31, 2012

Other Assets

Other Assets

(10) Other Assets

        The Company's other assets consisted of the following (in thousands):

	December 31,
	2012		2011
Straight-line rent assets, net of allowance of $33,521 and $34,457, respectively	$	306,294	$	266,620
Marketable debt securities(1)		222,809		—
Leasing costs, net		93,763		92,288
Deferred financing costs, net		45,490		35,649
Goodwill		50,346		50,346
Marketable equity securities		24,829		17,053
Other(2)(3)		44,989		23,502
Total other assets	$	788,520	$	485,458

(1)

Represents £137.9 million of Four Seasons senior unsecured notes translated into U.S. dollars as of December 31, 2012 (see below for additional information).

(2)

Includes a $5.4 million allowance for losses related to accrued interest receivable on the Delphis loan. At both December 31, 2012 and 2011, the carrying value of interest accrued related to the Delphis loan was zero. See Note 7 for additional information about the Delphis loan and the related impairment.

(3)

At December 31, 2012, includes aggregate loan receivables of $10 million from HCP Ventures IV, LLC, an unconsolidated joint venture (see Note 8 for additional information) with an interest rate of 12% and various maturities from March 2013 to December 2013. The loans are secured by the counterparty's 80% partnership interest in the joint venture.

        In June 2011, the Company purchased approximately $22.4 million of marketable equity securities that are classified as available-for-sale. At December 31, 2011, the Company incurred a $5.4 million impairment for these securities as it concluded the decrease in value of such securities below their carrying value was other-than-temporary. At December 31, 2012, the marketable equity securities had a fair value and adjusted cost basis of $24.8 million and $17.1 million, respectively. At December 31, 2011, the fair value and adjusted cost basis of the marketable equity securities were both $17.1 million.

• Four Seasons Health Care Senior Unsecured Notes

        On June 28, 2012, the Company purchased senior unsecured notes with an aggregate par value of £138.5 million at a discount for £136.8 million ($214.9 million). The notes are issued by Elli Investments Limited, a subsidiary of Terra Firma, a European private equity firm, as part of its financing for the acquisition of Four Seasons Health Care, an elderly and specialist care provider in the United Kingdom. The notes mature in June 2020 and are non-callable through June 2016. The notes bear interest on their par value at a fixed rate of 12.25% per annum, with an original issue discount resulting in a yield to maturity of 12.5%. This investment was financed by a GBP denominated unsecured term loan that is discussed in Note 11. These senior unsecured notes are accounted for as marketable debt securities and classified as held-to-maturity.

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Future Minimum Rents (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Future minimum lease payments received
2013	$ 1,043,473
2014	1,004,409
2015	963,872
2016	926,289
2017	852,670
Thereafter	4,182,607
Total	$ 8,973,320

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Derivative Financial Instruments (Details)	12 Months Ended	1 Months Ended	12 Months Ended						12 Months Ended			12 Months Ended
	Dec. 31, 2012 USD ($)	Apr. 30, 2011 Interest rate swap, entered in August 2009, maturity in August 2011 USD ($)	Dec. 31, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2005, maturity in July 2020 USD ($) item	Dec. 31, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in November 2008, maturity in October 2016 USD ($)	Dec. 31, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2009, maturity in July 2013 USD ($)	Dec. 31, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2012, maturity in June 2016 USD ($)	Dec. 31, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2012, maturity in June 2016 GBP (£)	Jul. 27, 2012 Interest rate swap, variable rate, secured debt Interest rate swap, entered in July 2012, maturity in June 2016 GBP (£) item	Dec. 31, 2012 Foreign currency swap contract Foreign currency swap, entered in July 2012, maturity in June 2016 USD ($)	Dec. 31, 2012 Foreign currency swap contract Foreign currency swap, entered in July 2012, maturity in June 2016 GBP (£)	Jul. 27, 2012 Foreign currency swap contract Foreign currency swap, entered in July 2012, maturity in June 2016 USD ($)	Dec. 31, 2010 Interest rate swap, fixed rate forecasted unsecured debt USD ($)	Nov. 30, 2007 Interest rate swap, fixed rate forecasted unsecured debt USD ($) item
Derivative
Fixed Rate/Buy Amount (as a percent)			3.82%	5.95%	6.13%	1.81%
Floating/Exchange Rate Index			BMA Swap Index	1 Month LIBOR	1 Month LIBOR	1 Month GBP LIBOR
Floating/Exchange Rate Index, percentage				1.50%	3.65%	1.20%
Notional / Sell Amount			$ 45,600,000	$ 27,000,000	$ 13,700,000		£ 137,000,000
Notional amount of foreign currency derivative purchase contracts									79,600,000		11,400,000
Notional amount of foreign currency derivative sale contracts								7,200,000		50,700,000
Fair value of hedge, liabilities			(8,666,000)	(3,878,000)	(155,000)	89,000			(2,641,000)
Number of interest-rate swap contracts			3										2
Notional Amount													900,000,000
Reclassification of unrealized gains into other income (expense)		1,000,000										(1,000,000)
Proceeds from settlement of interest rate swap contract		1,000,000
Exchange rate USD/GBP								1.5695	1.5695
Earned lower interest income resulting from cash flow and fair value hedges	(209,000)
Additional interest expense resulting from cash flow and fair value hedges	3,300,000
Effects of Change in Interest Rates
+50 Basis Points			1,675,000	516,000	33,000	3,906,000			(588,000)
-50 Basis Points			(1,578,000)	(468,000)	(36,000)	(3,694,000)			237,000
+100 Basis Points			3,301,000	1,008,000	67,000	7,706,000			(1,000,000)
-100 Basis Points			$ (3,204,000)	$ 961,000	$ (70,000)	$ (7,494,000)			$ 649,000
Number of foreign exchange contracts								7

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CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues:
Rental and related revenues	$ 1,013,815	$ 1,002,578	$ 904,332
Tenant recoveries	94,658	92,258	89,011
Resident fees and services	143,745	50,619	32,596
Income from direct financing leases	622,073	464,704	49,438
Interest income	24,536	99,864	160,163
Investment management fee income	1,895	2,073	4,666
Total revenues	1,900,722	1,712,096	1,240,206
Costs and expenses:
Interest expense	417,130	416,396	285,508
Depreciation and amortization	358,245	349,922	306,934
Operating	283,998	220,151	210,158
General and administrative	79,454	96,121	83,019
Litigation settlement and provision		125,000
Impairments (recoveries)	7,878	15,400	(11,900)
Total costs and expenses	1,146,705	1,222,990	873,719
Other income, net	2,776	12,732	16,194
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures	756,793	501,838	382,681
Income taxes	1,636	(1,250)	(412)
Equity income from unconsolidated joint ventures	54,455	46,750	4,770
Impairments of investments in unconsolidated joint ventures			(71,693)
Income from continuing operations	812,884	547,338	315,346
Discontinued operations:
Income before gain on sales of real estate	2,504	4,049	9,124
Gain on sales of real estate	31,454	3,107	19,925
Total discontinued operations	33,958	7,156	29,049
Net income	846,842	554,494	344,395
Noncontrolling interests' share in earnings	(14,302)	(15,603)	(13,686)
Net income attributable to HCP, Inc.	832,540	538,891	330,709
Preferred stock dividends	(17,006)	(21,130)	(21,130)
Participating securities' share in earnings	(3,245)	(2,459)	(2,081)
Net income applicable to common shares	$ 812,289	$ 515,302	$ 307,498
Basic earnings per common share:
Continuing operations (in dollars per share)	$ 1.83	$ 1.28	$ 0.91
Discontinued operations (in dollars per share)	$ 0.07	$ 0.01	$ 0.10
Net income applicable to common shares (in dollars per share)	$ 1.90	$ 1.29	$ 1.01
Diluted earnings per common share:
Continuing operations (in dollars per share)	$ 1.83	$ 1.28	$ 0.91
Discontinued operations (in dollars per share)	$ 0.07	$ 0.01	$ 0.09
Net income applicable to common shares (in dollars per share)	$ 1.90	$ 1.29	$ 1.00
Weighted average shares used to calculate earnings per common share:
Basic (in shares)	427,047	398,446	305,574
Diluted (in shares)	428,316	400,218	306,900

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Other Real Estate Property Investments

12 Months Ended

Dec. 31, 2012

Other Real Estate Property Investments

Other Real Estate Property Investments

(4)   Other Real Estate Property Investments

• $1.7 Billion Senior Housing Portfolio Acquisition

        During the fourth quarter of 2012, the Company acquired 129 senior housing communities for $1.7 billion, from a joint venture between Emeritus Corporation ("Emeritus") and Blackstone Real Estate Partners VI, an affiliate of Blackstone (the "Blackstone JV"). Located in 29 states, the portfolio encompasses 10,077 units representing a diversified care mix of 61% assisted living, 25% independent living, 13% memory care and 1% skilled nursing. Based on operating performance at closing, the 129 communities consist of 95 that are stabilized and 34 that were in lease-up. The transaction closed in two stages: (i) 127 senior housing facilities on October 31, 2012 for $1.68 billion representing 9,842 units; and (ii) two senior housing facilities on December 4, 2012 for $24 million representing 235 units. The Company paid $1.7 billion in cash consideration to acquire: (i) real estate with a fair value of $1.5 billion, (ii) intangible assets with a fair value of $170 million and assumed intangible liabilities with a fair value of $4 million. As of December 31, 2012, the purchase price allocation is preliminary, and the final purchase price allocation will be determined pending the receipt of information necessary to complete the valuation of certain assets and liabilities, which may result in a change from the initial estimate.

        Emeritus operates the communities pursuant to a new triple-net, master lease for the 129 properties (the "Master Lease") guaranteed by Emeritus. The Master Lease provides aggregate contractual rent in the first year of $103.6 million. The contractual rent will increase annually by the greater of the percentage increase in the Consumer Price Index ("CPI") or 3.7% on average over the initial five years, and thereafter by the greater of CPI or 3.0% for the remaining initial lease term. At the beginning of the sixth lease year, rent on the 34 lease-up properties will increase to the greater of the percentage increase in CPI or fair market, subject to a floor of 103% and a cap of 130% of the prior year's rent. From the acquisition dates to December 31, 2012, the Company recognized income of $22 million related to its acquisitions of the 129 senior housing communities.

        The leased properties are grouped into three pools that share comparable characteristics and these leased pools have initial terms of 14 to 16 years. Emeritus has two extension options, which, if exercised, will provide for lease terms of 30 to 35 years.

        Concurrent with the acquisition, Emeritus purchased nine communities from the Blackstone JV, for which the Company provided secured debt financing of $52 million with a four-year term. The loan is secured by the underlying real estate and is prepayable at Emeritus' option. The interest rate on the loan was initially 6.1% and will gradually increase during its four year term to 6.8%.

• Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the acquisition of 129 senior housing communities from the Blackstone JV were completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2012		2011		2010
Revenues	$	1,987,055	$	1,815,696	$	1,343,806
Net income		870,802		584,361		374,262
Net income applicable to HCP, Inc.		856,500		568,758		360,576
Basic earnings per common share	$	1.88	$	1.30	$	1.03
Diluted earnings per common share		1.88		1.29		1.03

• Other Real Estate Acquisitions

        A summary of other acquisitions for the year ended December 31, 2012 follows (in thousands):

	Consideration							Assets Acquired
Acquisitions	Cash Paid		Debt and Other Liabilities Assumed		Noncontrolling Interest			Real Estate		Net Intangibles
Senior housing	$	3,860	$	—	$	—		$	3,541	$	319
Life science		7,964		—		86			7,580		470
Medical office		171,654		60,597		42,648	(1)		207,561		67,338
Hospital		3,000		—		—			3,000		—
	$	186,478	$	60,597	$	42,734		$	221,682	$	68,127

(1)

Represents non-managing member limited liability company units.

        During the year ended December 31, 2012, the Company incurred an aggregate of $183 million for construction, tenant and other capital improvement projects, primarily in the senior housing, life science and medical office segments.

        A summary of acquisitions for the year ended December 31, 2011 follows (in thousands):

	Consideration						Assets Acquired
Acquisitions	Cash Paid		Debt Assumed		Noncontrolling Interest		Real Estate		Net Intangibles
Life science	$	84,087	$	57,869	$	—	$	133,210	$	8,746
Medical office		29,743		—		1,500		26,191		5,052
	$	113,830	$	57,869	$	1,500	$	159,401	$	13,798

        During the year ended December 31, 2011, the Company incurred an aggregate of $127 million for construction, tenant and other capital improvement projects, primarily in the life science and medical office segments. During the year ended December 31, 2011, two of the Company's life science facilities located in South San Francisco were placed in service representing 88,000 square feet.

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HCR ManorCare Acquisition

12 Months Ended

Dec. 31, 2012

HCR ManorCare Acquisition

HCR ManorCare Acquisition

(3)   HCR ManorCare Acquisition

        On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare, Inc. ("HCR ManorCare"), for a purchase price of $6.0 billion (the "HCR ManorCare Acquisition"). The purchase price consisted of the following: (i) $4 billion in cash consideration; and (ii) $2 billion representing the fair value of the Company's HCR ManorCare debt investments that were settled as part of this acquisition. Through this transaction, the Company acquired 334 HCR ManorCare post-acute, skilled nursing and assisted living facilities. The facilities are located in 30 states, with the highest concentrations in Ohio, Pennsylvania, Florida, Illinois and Michigan. A wholly-owned subsidiary of HCR ManorCare operates the assets pursuant to a long-term triple-net master lease agreement supported by a guaranty from HCR ManorCare. Additionally, the Company exercised its option to purchase an ownership interest of HCR ManorCare for $95 million that represented a 9.9% equity interest at closing.

        The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the 2011 consolidated statement of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

        The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

        In connection with the HCR ManorCare Acquisition, the Company entered into a credit agreement for a 365-day bridge loan facility (from funding to maturity) in an aggregate amount of up to $3.3 billion. In March 2011, the Company terminated this bridge loan facility in accordance with its terms; consequently, the Company incurred a charge of $11.3 million related to the write-off of unamortized loan fees associated with this bridge loan commitment that is included in interest expense.

        The assets and liabilities of the Company's investments related to HCR ManorCare and the related results of operations are included in the consolidated financial statements from the April 7, 2011 acquisition date. From the acquisition date to December 31, 2011, the Company recognized income of $412 million related to its HCR ManorCare DFLs and $45 million related to its share in earnings from its 9.4% equity method investment in HCR ManorCare.

• Pro Forma Results of Operations

        The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2011		2010
Revenues	$	1,807,355	$	1,690,899
Net income		659,514		745,119
Net income applicable to HCP, Inc.		643,911		731,433
Basic earnings per common share	$	1.53	$	1.86
Diluted earnings per common share		1.52		1.85

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Future Minimum Rents

12 Months Ended

Dec. 31, 2012

Future Minimum Rents

Future Minimum Rents

(15) Future Minimum Rents

        Future minimum lease payments to be received, excluding operating expense reimbursements, from tenants under non-cancelable operating leases as of December 31, 2012, are as follows (in thousands):

Year	Amount
2013	$	1,043,473
2014		1,004,409
2015		963,872
2016		926,289
2017		852,670
Thereafter		4,182,607
	$	8,973,320

XML

Debt

12 Months Ended

Dec. 31, 2012

Debt

Debt

(11) Debt

• Bank Line of Credit and Term Loan

        On March 27, 2012, the Company executed an amendment to its existing $1.5 billion unsecured revolving line of credit facility (the "Facility"). This amendment reduces the cost of the Facility (lower borrowing rate and facility fee) and extends the Facility's maturity by one additional year to March 2016. The Facility contains a one-year extension option. Borrowings under this Facility accrue interest at LIBOR plus a margin that depends on the Company's debt ratings. The Company pays a facility fee on the entire revolving commitment that depends upon its debt ratings. Based on the Company's debt ratings at December 31, 2012, the margin on the Facility was 1.075%, and the facility fee was 0.175%. The Facility also includes a feature that will allow the Company to increase the Facility by an aggregate amount of up to $500 million, subject to securing additional commitments from existing lenders or new lending institutions. At December 31, 2012, the Company had no balance outstanding under this Facility.

        On July 30, 2012, the Company entered into a credit agreement with a syndicate of banks for a £137 million ($223 million at December 31, 2012) four-year unsecured term loan (the "Term Loan") that accrues interest at a rate of GBP LIBOR plus 1.20%, based on the Company's current debt ratings. Concurrent with the closing of the Term Loan, the Company entered into a four-year interest rate swap contract that fixes the interest rate of the Term Loan at 1.81%, subject to adjustments based on the Company's debt ratings. The Term Loan contains a one-year committed extension option.

        The Facility and Term Loan contain certain financial restrictions and other customary requirements, including cross-default provisions to other indebtedness. Among other things, these covenants, using terms defined in the agreements (i) limit the ratio of Consolidated Total Indebtedness to Consolidated Total Asset Value to 60%, (ii) limit the ratio of Secured Debt to Consolidated Total Asset Value to 30%, (iii) limit the ratio of Unsecured Debt to Consolidated Unencumbered Asset Value to 60%, (iv) require a minimum Fixed Charge Coverage ratio of 1.5 times and (v) require a formula-determined Minimum Consolidated Tangible Net Worth of $9.2 billion at December 31, 2012. At December 31, 2012, the Company was in compliance with each of these restrictions and requirements of the Facility and Term Loan.

• Senior Unsecured Notes

        At December 31, 2012, the Company had senior unsecured notes outstanding with an aggregate principal balance of $6.7 billion. At December 31, 2012, interest rates on the notes ranged from 1.21% to 7.07% with a weighted average effective rate of 5.10% and a weighted average maturity of six years. Discounts and premiums are amortized to interest expense over the term of the related senior unsecured notes. The senior unsecured notes contain certain covenants including limitations on debt, cross-acceleration provisions and other customary terms. As of December 31, 2012, the Company believes it was in compliance with these covenants.

        On November 19, 2012, the Company issued $800 million of 2.625% senior unsecured notes due in 2020. The notes were priced at 99.729% of the principal amount with an effective yield to maturity of 2.667%. Net proceeds from this offering were $793 million.

        On July 23, 2012, the Company issued $300 million of 3.15% senior unsecured notes due in 2022. The notes were priced at 98.888% of the principal amount with an effective yield to maturity of 3.28%; net proceeds from the offering were $294 million.

        On June 25, 2012, the Company repaid $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%. The senior unsecured notes were repaid with proceeds from the Company's June 2012 common stock offering.

        On January 23, 2012, the Company issued $450 million of 3.75% senior unsecured notes due in 2019. The notes were priced at 99.523% of the principal amount with an effective yield to maturity of 3.83%; net proceeds from the offering were $444 million.

        On September 15, 2011, the Company repaid $292 million of maturing senior unsecured notes, which accrued interest at a rate of 4.82%. The senior unsecured notes were repaid with funds available under the Facility.

        On January 24, 2011, the Company issued $2.4 billion of senior unsecured notes as follows: (i) $400 million of 2.70% notes due 2014; (ii) $500 million of 3.75% notes due 2016; (iii) $1.2 billion of 5.375% notes due 2021; and (iv) $300 million of 6.75% notes due 2041. The notes had an initial weighted average maturity of 10.3 years and a weighted average yield of 4.83%; net proceeds from the offering were $2.37 billion.

        The following is a summary of senior unsecured notes outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Principal Amount			Weighted Average Interest Rate
2013	$	550,000			5.80	%
2014		487,000			3.15
2015		400,000			6.64
2016		900,000			5.07
2017		750,000			6.04
2018		600,000			6.83
2019		450,000			3.96
2020		800,000			2.79
2021		1,200,000			5.53
2022		300,000			3.39
2041		300,000			6.89
		6,737,000
Discounts, net		(24,376	)
	$	6,712,624

• Mortgage Debt

        At December 31, 2012, the Company had $1.7 billion in aggregate principal amount of mortgage debt outstanding that is secured by 135 healthcare facilities (including redevelopment properties) that had a carrying value of $2.1 billion. At December 31, 2012, interest rates on the mortgage debt range from 1.54% to 8.69% with a weighted average effective interest rate of 6.13% and a weighted average maturity of four years.

        The following is a summary of mortgage debt outstanding by maturity date at December 31, 2012 (dollars in thousands):

Maturity	Amount			Weighted Average Interest Rate
2013	$	291,747			6.15	%
2014		179,695			5.78
2015		308,048			6.03
2016		291,338			6.88
2017		550,052			6.04
Thereafter		65,886			5.26
		1,686,766
Discounts, net		(10,222	)
	$	1,676,544

        Mortgage debt generally requires monthly principal and interest payments, is collateralized by real estate assets and is generally non-recourse. Mortgage debt typically restricts transfer of the encumbered assets, prohibits additional liens, restricts prepayment, requires payment of real estate taxes, requires maintenance of the assets in good condition, requires maintenance of insurance on the assets and includes conditions to obtain lender consent to enter into or terminate material leases. Some of the mortgage debt is also cross-collateralized by multiple assets and may require tenants or operators to maintain compliance with the applicable leases or operating agreements of such real estate assets.

• Other Debt

        At December 31, 2012, the Company had $82 million of non-interest bearing life care bonds at two of its CCRCs and non-interest bearing occupancy fee deposits at two of its senior housing facilities, all of which were payable to certain residents of the facilities (collectively, "Life Care Bonds"). The Life Care Bonds are refundable to the residents upon the termination of the contract or upon the successful resale of the unit.

• Debt Maturities

        The following table summarizes the Company's stated debt maturities and scheduled principal repayments at December 31, 2012 (in thousands):

Year	Term Loan(1)		Senior Unsecured Notes			Mortgage Debt			Total(2)
2013	$	—	$	550,000		$	291,747		$	841,747
2014		—		487,000			179,695			666,695
2015		—		400,000			308,048			708,048
2016		222,694		900,000			291,338			1,414,032
2017		—		750,000			550,052			1,300,052
Thereafter		—		3,650,000			65,886			3,715,886
		222,694		6,737,000			1,686,766			8,646,460
(Discounts) and premiums, net		—		(24,376	)		(10,222	)		(34,598	)
	$	222,694	$	6,712,624		$	1,676,544		$	8,611,862

(1)

Represents £137 million translated into U.S. dollars as of December 31, 2012.

(2)

Excludes $82 million of other debt that represents non-interest bearing Life Care Bonds and occupancy fee deposits at certain of the Company's senior housing facilities, which have no scheduled maturities.

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Income Taxes (Details) (USD $)	12 Months Ended			0 Months Ended	12 Months Ended			0 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Aug. 01, 2007 SEUSA	Dec. 31, 2011 SEUSA	Dec. 31, 2010 SEUSA	Dec. 31, 2012 SEUSA	Apr. 07, 2011 HCR ManorCare
Income Taxes
Income tax expense (benefit)	$ (1,636,000)	$ 1,250,000	$ 412,000
Anticipated decrease in unrecognized tax benefits over the next 12 months	891,000
Income tax disclosure
Amount that tax basis of net assets is less than reported amounts	7,600,000,000	7,400,000,000
Decrease in unrecognized tax benefits after receiving approval from the taxing authorities					6,900,000
Period during which disposition of pre-acquisition assets are subject to corporate level tax				10 years				10 years
Reconciliation of unrecognized tax benefits
Balance at the beginning of the year					6,890,000	7,975,000	1,977,000
Additions based on prior year's tax positions					1,783,000
Reductions based on prior years' tax positions					(6,890,000)	(1,085,000)
Additions based on current year's tax positions					194,000
Balance at the end of the year				8,000,000	1,977,000	6,890,000	1,977,000	2,000,000
Reversal of interest associated with unrecognized tax benefits					1,300,000
Interest associated with unrecognized tax benefits					(1,100,000)	200,000
Net decrease in unrecognized tax benefits		$ (4,900,000)

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Loans Receivable

12 Months Ended

Dec. 31, 2012

Loans Receivable

Loans Receivable

(7)   Loans Receivable

        The following table summarizes the Company's loans receivable (in thousands):

	December 31,
	2012								2011
	Real Estate Secured		Other Secured			Total			Real Estate Secured			Other Secured			Total
Mezzanine	$	—	$	145,150		$	145,150		$	—		$	90,148		$	90,148
Other		147,264		—			147,264			35,643			—			35,643
Unamortized discounts, fees and costs		—		(2,974	)		(2,974	)		(1,040	)		(1,088	)		(2,128	)
Allowance for loan losses		—		(13,410	)		(13,410	)		—			(13,410	)		(13,410	)
	$	147,264	$	128,766		$	276,030		$	34,603		$	75,650		$	110,253

• Real Estate Secured Loans

        Following is a summary of loans receivable secured by real estate at December 31, 2012:

Final Maturity Date	Number of Loans			Payment Terms	Principal Amount		Carrying Amount
					(in thousands)
2013		1		monthly payments of $99,200, accrues interest at 11.5% and secured by three skilled nursing facilities in Michigan	$	8,492	$	7,982
2015		1		monthly interest-only payments beginning in 2013, accrues interest at 8.00% and secured by a hospital in Louisiana		15,640		15,640
2016		4	(1)	aggregate monthly interest-only payments of $400,700, accrues interest at 8.25% and secured by four senior housing facilities located in Tennessee, Maryland, Pennsylvania and Texas		57,350		59,900
2016		1		monthly payments of $273,000, accrues interest at 6.1%, and secured by nine senior housing facilities located in Alabama, Arizona, Minnesota, Maryland, Texas and Wisconsin		52,000		52,000
2017		2	(1)	monthly interest-only payments of $71,742, accrues interest at 8.25%, and secured by two senior housing facilities in New Jersey and Pennsylvania		11,404		11,742
		9			$	144,886	$	147,264

(1)

Represents commitments to fund an aggregate of $119 million for six senior housing development projects.

        At December 31, 2012, future contractual principal payments to be received on loans receivable secured by real estate are $8 million in 2013, $16 million in 2015, $112 million in 2016 and $11 million in 2017. The Company recognized $6 million in interest income related to loans secured by real estate. At December 31, 2012, the Company accrued $3 million of interest receivables related to real estate secured loans.

• Other Secured Loans

        Tandem Health Care Loan.    On July 31, 2012, the Company closed a mezzanine loan facility to lend up to $205 million to Tandem Health Care ("Tandem"), an affiliate of Formation Capital, as part of the recapitalization of a post-acute/skilled nursing portfolio. The Company funded $100 million (the "First Tranche") at closing and has a commitment to fund an additional $105 million (the "Second Tranche") between February 2013 and August 2013. The Second Tranche will be used to repay debt senior to the Company's loan. At closing, the loan was subordinate to $400 million in senior mortgage debt and $137 million in senior mezzanine debt. The loan bears interest at a fixed rate of 12% and 14% per annum for the First and Second Tranche, respectively. The facility has a total term of up to 63 months from the initial closing, is prepayable at the borrower's option and is secured by real estate partnership interests.

        Delphis Operations, L.P. Loan.    The Company holds a secured term loan made to Delphis Operations, L.P. ("Delphis" or the "Borrower") that is collateralized by all of the assets of the Borrower. The Borrower's collateral is comprised primarily of interests in partnerships operating surgical facilities, some of which are on the premises of properties owned by the Company or HCP Ventures IV, LLC, an unconsolidated joint venture of the Company. In December 2009, the Company determined that the loan was impaired. Further, in January 2011 the Company placed the loan on cost-recovery status, whereby accrual of interest income was suspended and any payments received from the Borrower are applied to reduce the recorded investment in the loan.

        As part of a March 2012 agreement (the "2012 Agreement") between Delphis, certain past and current principals of Delphis and the Cirrus Group, LLC (the "Guarantors"), and the Company, the Company agreed, among other things, to allow the distribution of $1.5 million to certain of the Guarantors from funds generated from sales of assets that were pledged as additional collateral for this loan. Further, the Company, as part of the 2012 Agreement, agreed to provide financial incentives to the Borrower regarding the liquidation of the primary collateral assets for this loan.

        Pursuant to the aforementioned 2012 Agreement, the Company received the remaining cash ($4.8 million, after reducing this amount by $0.5 million for related legal expenses) and other consideration ($2.1 million) of $6.9 million from the Guarantors. In addition, during 2012 the Company received $38.1 million in net proceeds from the sales of two of the primary collateral assets, which proceeds, together with the cash payments and other consideration, have been applied to reduce the carrying value of the loan. At December 31, 2012 and 2011, the carrying value of the loan was $30.7 million and $75.7 million, respectively. At December 31, 2012, the Company believes the fair value of the collateral supporting this loan is in excess of its carrying value. During the year ended December 31, 2012 and 2011, the Company received cash payments of $43 million and $2.1 million, respectively.

        A reconciliation of the Company's allowance for the losses related to the Company's senior secured loan to Delphis follows (in thousands):

	Amount
Balance at January 1, 2011	$	3,397
Additions(1)		10,013
Balance at December 31, 2011		13,410
Additions		—
Balance at December 31, 2012	$	13,410

(1)

In September 2011 the Company recognized a total provision for losses of $15.4 million related to its Delphis loan that is discussed above; $10.0 million of this provision reduced the carrying value of the loan and the remaining $5.4 million provision reduced the carrying value of the related accrued interest receivable (accrued interest on loans is presented in other assets; see Note 10 for additional information).

        HCR ManorCare Loans.    In December 2007, the Company made a $900 million investment (at a discount of $100 million) in HCR ManorCare mezzanine loans, which paid interest at a floating rate of one-month London Interbank Offered Rate ("LIBOR") plus 4.0%. Also, in August 2009 and January 2011, the Company purchased $720 million (at a discount of $130 million) and $360 million, respectively, in participations in HCR ManorCare first mortgage debt, which paid interest at LIBOR plus 1.25%.

        On April 7, 2011, upon closing of the HCR ManorCare Acquisition, the Company's $2.0 billion of loans to HCR ManorCare were settled, which resulted in additional interest income of $23 million, which represents the excess of the loans' fair values above their carrying values at the acquisition date. See Note 3 for additional discussion related to the HCR ManorCare Acquisition.

        Genesis HealthCare Loans.    In September and October 2010, the Company purchased participations in a senior loan and mezzanine note of Genesis HealthCare ("Genesis") with par values of $278 million (at a discount of $28 million) and $50 million (at a discount of $10 million), respectively. The Genesis senior loan paid interest at LIBOR (subject to a floor of 1.5%, increasing to 2.5% by maturity) plus a spread of 4.75%, increasing to 5.75% by maturity. The senior loan was secured by all of Genesis' assets. The mezzanine note paid interest at LIBOR plus a spread of 7.50%. In addition to the coupon interest payments, the mezzanine note required the payment of a termination fee, of which the Company's share prior to the early repayment of this loan was $2.3 million.

        On April 1, 2011, the Company received $330.4 million from the early repayment of its loans to Genesis, and recognized additional interest income of $34.8 million, which represents the related unamortized discounts and termination fee.

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2012 item
Summary of Significant Accounting Policies
Residency agreement term, minimum	30 days
Residency agreement term, maximum	1 year
Maximum period available for occupancy from cessation of significant construction activity	1 year
Maximum useful life of building and improvements	50 years
Failure to qualify as REIT, ineligibility period	4 years
Number of reportable segments	5

XML

Dispositions of Real Estate and Discontinued Operations

12 Months Ended

Dec. 31, 2012

Dispositions of Real Estate and Discontinued Operations

Dispositions of Real Estate and Discontinued Operations

(5)   Dispositions of Real Estate and Discontinued Operations

• Dispositions of Real Estate and Land

        During the year ended December 31, 2012, the Company sold the following: (i) two senior housing facilities for $111 million, (ii) a skilled nursing facility for $15 million, (iii) a medical office building for $7 million and (iv) a parcel of land in the life science segment for $18 million. During the year ended December 31, 2011, the Company sold three senior housing facilities for $19 million.

• Results from Discontinued Operations

        The following table summarizes operating income from discontinued operations and gain on sales of real estate included in discontinued operations (dollars in thousands):

	Year Ended December 31,
	2012		2011		2010
Rental and related revenues	$	13,025	$	14,877	$	19,293
Depreciation and amortization expenses		8,267		7,473		6,513
Operating expenses		22		22		263
Other expense, net		2,232		3,333		3,393
Income before gain on sales of real estate	$	2,504	$	4,049	$	9,124
Gain on sales of real estate	$	31,454	$	3,107	$	19,925
Number of properties held-for-sale		—		4		7
Number of properties sold		4		3		14
Number of properties included in discontinued operations		4		7		21

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Net Investment in Direct Financing Leases

12 Months Ended

Dec. 31, 2012

Net Investment in Direct Financing Leases

Net Investment in Direct Financing Leases

(6)   Net Investment in Direct Financing Leases

        The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2012			2011
Minimum lease payments receivable(1)	$	25,217,520		$	25,744,161
Estimated residual values		4,010,514			4,010,514
Less unearned income		(22,346,641	)		(23,026,898	)
Net investment in direct financing leases	$	6,881,393		$	6,727,777
Properties subject to direct financing leases		361			361

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24 billion). The triple-net lease with HCR ManorCare provides for annual rent of $472.5 million in the first year and $489 million beginning April 1, 2012. The rent increases by 3.5% per year over the next four years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the four leased pools had total initial available terms ranging from 23 to 35 years.

        On April 7, 2011, the Company completed the acquisition of 334 HCR ManorCare properties subject to a single master lease that the Company classified as a DFL. See discussion of the HCR ManorCare Acquisition in Note 3.

        Certain leases contain provisions that allow the tenants to elect to purchase the properties during or at the end of the lease terms for the aggregate initial investment amount plus adjustments, if any, as defined in the lease agreements. Certain leases also permit the Company to require the tenants to purchase the properties at the end of the lease terms.

        Lease payments previously due to the Company relating to three land-only DFLs, along with the land, were subordinate to and served as collateral for first mortgage construction loans entered into by Erickson Retirement Communities and its affiliate entities ("Erickson") to fund development costs related to the properties. On October 19, 2009, Erickson filed for bankruptcy protection, which included a plan of reorganization. In December 2009, the Company concluded that it was appropriate to reduce the carrying value of these assets to a nominal amount. In February 2010, the Company entered into a settlement agreement with Erickson which was subsequently approved by the bankruptcy court. In April 2010, the reorganization was completed, which resulted in the Company (i) retaining deposits held by the Company with balances of $5 million and (ii) receiving an additional $9.6 million. As a result, the Company recognized aggregate income of $11.9 million in impairment recoveries in 2010, which represented the reversal of a portion of the allowances established pursuant to the previous December 2009 impairment charges of $63.1 million related to its investments in the three DFLs and participation interest in the senior construction loan.

        Future minimum lease payments contractually due under direct financing leases at December 31, 2012, were as follows (in thousands):

Year	Amount
2013	$	551,139
2014		563,994
2015		583,418
2016		603,513
2017		622,198
Thereafter		22,293,258
	$	25,217,520

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Investments in and Advances to Unconsolidated Joint Ventures

12 Months Ended

Dec. 31, 2012

Investments in and Advances to Unconsolidated Joint Ventures

Investments in and Advances to Unconsolidated Joint Ventures

(8)   Investments in and Advances to Unconsolidated Joint Ventures

• HCP Ventures II

        On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio.

        The HCP Ventures II consideration is as follows (in thousands):

	January 14, 2011
Cash paid for HCP Ventures II's partnership interest	$	135,550
Fair value of HCP's 35% interest in HCP Ventures II (carrying value of $65,223 at closing)(1)		72,992
Total consideration	$	208,542
Estimated fees and costs
Legal, accounting, and other fees and costs(2)	$	150
Debt assumption fees(3)		500
Total	$	650

(1)

At closing, the Company recognized a gain of approximately $8 million, included in other income, net, which represents the fair value of the Company's 35% interest in HCP Ventures II in excess of its carrying value as of the acquisition date.

(2)

Represents estimated fees and costs that were expensed and included in general and administrative expenses. These charges are directly attributable to the transaction and represent non-recurring costs.

(3)

Represents debt assumption fees that were capitalized as deferred debt costs.

        In accordance with the accounting guidance applicable to acquisitions of the partner's ownership interests that result in consolidation of previously unconsolidated entities, the Company recorded all of the assets and liabilities of HCP Ventures II at their fair value as of the January 14, 2011 acquisition date. In determining the fair values, relevant market data and valuation techniques were utilized and included, but were not limited to, market data comparables for capitalization and discount rates, credit spreads and property specific cash flows assumptions. The capitalization and discount rates as well as credit spread assumptions utilized in the Company's valuation model were based on information that it believes to be within a reasonable range of current market data.

        The following table summarizes the fair values of the HCP Ventures II assets acquired and liabilities assumed as of the acquisition date of January 14, 2011 (in thousands):

Assets acquired
Buildings and improvements	$	683,633
Land		79,580
Cash		2,585
Restricted cash		1,861
Intangible assets		78,293
Total assets acquired	$	845,952
Liabilities assumed
Mortgage debt	$	635,182
Other liabilities		2,228
Total liabilities assumed		637,410
Net assets acquired	$	208,542

        The related assets, liabilities and results of operations of HCP Ventures II are included in the consolidated financial statements from the date of acquisition, January 14, 2011.

• Summary of Unconsolidated Joint Venture Information

        The Company owns interests in the following entities that are accounted for under the equity method at December 31, 2012 (dollars in thousands):

Entity(1)	Properties/Segment	Investment(2)			Ownership%
HCR ManorCare	post-acute/skilled nursing operations	$	90,559			9.4(3)
HCP Ventures III, LLC	13 medical office		7,510			30
HCP Ventures IV, LLC	54 medical office and 4 hospital		32,249			20
HCP Life Science(4)	4 life science		67,785			50-63
Horizon Bay Hyde Park, LLC	1 senior housing		6,769			72
Suburban Properties, LLC	1 medical office		7,134			67
Advances to unconsolidated joint ventures, net			207
		$	212,213
Edgewood Assisted Living Center, LLC	1 senior housing	$	(417	)		45
Seminole Shores Living Center, LLC	1 senior housing		(674	)		50
		$	(1,091	)

(1)

These entities are not consolidated because the Company does not control, through voting rights or other means, the joint ventures. See Note 2 regarding the Company's accounting policies related to principles of consolidation.

(2)

Represents the carrying value of the Company's investment in the unconsolidated joint venture. See Note 2 regarding the Company's accounting policy for joint venture interests.

(3)

Presented after adjusting the Company's 9.9% ownership rate for the dilution of certain of HCR ManorCare's employee equity awards. See discussion of the HCR ManorCare Acquisition in Note 3.

(4)

Includes three unconsolidated joint ventures between the Company and an institutional capital partner for which the Company is the managing member. HCP Life Science includes the following partnerships: (i) Torrey Pines Science Center, LP (50%); (ii) Britannia Biotech Gateway, LP (55%); and (iii) LASDK, LP (63%).

        Summarized combined financial information for the Company's unconsolidated joint ventures follows (in thousands):

	December 31,
	2012		2011
Real estate, net	$	3,731,740	$	3,806,187
Goodwill and other assets, net		5,734,318		5,797,690
Total assets	$	9,466,058	$	9,603,877
Capital lease obligations and mortgage debt	$	6,875,932	$	6,871,743
Accounts payable		971,095		1,083,581
Other partners' capital		1,435,885		1,465,536
HCP's capital(1)		183,146		183,017
Total liabilities and partners' capital	$	9,466,058	$	9,603,877

(1)

The combined basis difference of the Company's investments in these joint ventures of $28 million, as of December 31, 2012, is primarily attributable to real estate, capital lease obligations, deferred tax assets, goodwill and lease-related net intangibles.

	Year Ended December 31,
	2012			2011(1)(2)			2010(1)
Total revenues	$	4,260,319		$	4,388,376		$	172,972
Net loss(3)(4)		(15,865	)		(827,306	)		(54,237	)
HCP's share in earnings(3)(4)(5)		54,455			46,750			4,770
HCP's impairment of its investment in HCP Ventures II(4)		—			—			(71,693	)
Fees earned by HCP		1,895			2,073			4,666
Distributions received by HCP		6,299			5,681			9,738

(1)

Includes the financial information of HCP Ventures II, up to the date in which it was consolidated on January 14, 2011.

(2)

Beginning April 7, 2011, includes the financial information of HCR ManorCare, in which the Company acquired an interest for $95 million that represented a 9.9% equity interest at closing.

(3)

The combined net loss for the year ended December 31, 2011, includes impairments, net of the related tax benefit, of $865 million related to HCR ManorCare's goodwill and intangible assets. The impairments at the operating entity were the result of reduced cash flows primarily caused by the reimbursement reductions for the Medicare skilled nursing facility Prospective Payment System announced by the Centers for Medicare & Medicaid Services (CMS) effective October 1, 2011. These reimbursement reductions were previously considered in the Company's underwriting assumptions for its initial investments in the operations of HCR ManorCare; therefore, the goodwill that was impaired was not part of the Company's basis in its investment. As such, HCR ManorCare's impairments during the year ended December 31, 2011 did not have an impact on the Company's share of earnings from or its investment in HCR ManorCare.

(4)

Net loss for the year ended December 31, 2010, includes an impairment of $54.5 million related to straight-line rent assets of HCP Ventures II (the "Ventures"). Concurrently, during the year ended December 31, 2010 HCP recognized a $71.7 million impairment of its investment in the Ventures that was primarily attributable to a reduction in the fair value of the Ventures' real estate assets and included the Company's share of the impact of the Ventures' impairment of its straight-line rent assets. Therefore, HCP's share in earnings for the year ended December 31, 2010 related to the impact of the Ventures' impairment of its straight-line rent assets was not included in equity income from unconsolidated joint ventures on the consolidated statements of income.

(5)

The Company's joint venture interest in HCR ManorCare is accounted for using the equity method and results in an ongoing reduction of DFL income, proportional to HCP's ownership in HCR ManorCare. The Company recorded a reduction in DFL income of $59.4 million and $42.2 million for the years ended December 31, 2012 and 2011, respectively. Further, the Company's share of earnings from HCR ManorCare (equity income) increases for the corresponding reduction of related lease expense recognized at the HCR ManorCare level.

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Net Investment in Direct Financing Leases (Details) (USD $)	12 Months Ended					0 Months Ended		12 Months Ended
	Dec. 31, 2010	Dec. 31, 2009	Dec. 31, 2012 item	Dec. 31, 2011 item	Apr. 30, 2010 item	Apr. 02, 2012 HCR ManorCare	Apr. 07, 2011 HCR ManorCare item	Dec. 31, 2012 HCR ManorCare item	Dec. 31, 2012 HCR ManorCare Minimum	Dec. 31, 2012 HCR ManorCare Maximum
Net Investment in Direct Financing Leases
Minimum lease payments receivable			$ 25,217,520,000	$ 25,744,161,000				$ 24,000,000,000
Estimated residual values			4,010,514,000	4,010,514,000
Less unearned income			(22,346,641,000)	(23,026,898,000)
Net investment in direct financing leases			6,881,393,000	6,727,777,000
Number of properties subject to direct financing leases			361	361
Number of DFLs used as collateral for debt					3
Deposit to be retained, due to settlement agreement and plan of reorganization					5,000,000
Additional amount to be received, due to settlement agreement and plan of reorganization					9,600,000
Impairment recoveries	11,900,000
Impairment charges related to investments in DFLs		63,100,000
Acquisition
Minimum lease payments receivable			25,217,520,000	25,744,161,000				24,000,000,000
Rent receivable from triple-net lease with HCR ManorCare						489,000,000	472,500,000
Rate of increase in rent receivable per year after each of the next four years of initial lease term (as a percent)								3.50%
Rate of increase in rent receivable per year for remaining years of lease term (as a percent)								3.00%
Number of asset pools								4
Rate of increase in rent receivable for first year of extension option (as a percent)								3.00%
Total initial available term of asset pools									23 years	35 years
Number of post-acute, skilled nursing and assisted living facilities acquired							334
Capital leases future minimum payments receivable
2013			551,139,000
2014			563,994,000
2015			583,418,000
2016			603,513,000
2017			622,198,000
Thereafter			22,293,258,000
Total			$ 25,217,520,000

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Earnings Per Common Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator
Income from continuing operations									$ 812,884	$ 547,338	$ 315,346
Noncontrolling interests' share in continuing operations									(12,411)	(15,484)	(13,563)
Income from continuing operations applicable to HCP, Inc.									800,473	531,854	301,783
Preferred stock dividends									(17,006)	(21,130)	(21,130)
Participating securities' share in continuing operations									(3,245)	(2,459)	(2,081)
Income from continuing operations applicable to common shares									780,222	508,265	278,572
Discontinued operations	31,031	1,153	(597)	2,371	2,920	962	1,653	1,621	33,958	7,156	29,049
Noncontrolling interests' share in discontinued operations									(1,891)	(119)	(123)
Net income applicable to common shares									$ 812,289	$ 515,302	$ 307,498
Denominator
Basic weighted-average common shares									427,047,000	398,446,000	305,574,000
Dilutive potential common shares									1,269,000	1,772,000	1,326,000
Diluted weighted-average common shares									428,316,000	400,218,000	306,900,000
Basic earnings per common share
Income from continuing operations (in dollars per share)									$ 1.83	$ 1.28	$ 0.91
Discontinued operations (in dollars per share)									$ 0.07	$ 0.01	$ 0.10
Net income applicable to common shares (in dollars per share)	$ 0.54	$ 0.46	$ 0.48	$ 0.43	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 1.90	$ 1.29	$ 1.01
Diluted earnings per common share
Income from continuing operations (in dollars per share)									$ 1.83	$ 1.28	$ 0.91
Discontinued operations (in dollars per share)									$ 0.07	$ 0.01	$ 0.09
Net income applicable to common shares (in dollars per share)	$ 0.53	$ 0.45	$ 0.48	$ 0.43	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 1.90	$ 1.29	$ 1.00
Common stock options
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation									600,000	1,100,000	1,900,000
Down REIT
Diluted earnings per common share
Shares of anti-dilutive securities excluded from earnings per share calculation									6,000,000	6,000,000	6,000,000
DownREIT LLCs, non-managing member units outstanding									4,000,000	4,000,000	4,000,000

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Loans Receivable (Details 2) (USD $)	12 Months Ended
	Dec. 31, 2012 item
Mortgage Loans on Real Estate
Number of loans receivable	9
Principal Amount	$ 144,886,000
Carrying Amount	147,264,000
Future contractual principal payments to be received or receivable in 2013	8,000,000
Future contractual principal payments to be received or receivable in 2015	16,000,000
Future contractual principal payments to be received or receivable in 2016	112,000,000
Future contractual principal payments to be received or receivable in 2017	11,000,000
Payments due in 2013
Mortgage Loans on Real Estate
Principal Amount	8,492,000
Payments, Michigan, due in 2013
Mortgage Loans on Real Estate
Number of loans receivable	1
Interest and principal payments	99,200
Fixed interest rate (as a percent)	11.50%
Number of collateral facilities	3
Carrying Amount	7,982,000
Payments due in 2015
Mortgage Loans on Real Estate
Number of loans receivable	1
Principal Amount	15,640,000
Carrying Amount	15,640,000
Interest-only, Louisiana, due in 2015
Mortgage Loans on Real Estate
Fixed interest rate (as a percent)	8.00%
Payments due in 2016
Mortgage Loans on Real Estate
Number of loans receivable	4
Principal Amount	57,350,000
Carrying Amount	59,900,000
Monthly interest-only payments, Tennessee, Maryland, Pennsylvania and Texas, due in 2016
Mortgage Loans on Real Estate
Monthly interest-only payment	400,700
Fixed interest rate (as a percent)	8.25%
Number of collateral facilities	4
Monthly interest-only payments, Alabama, Arizona, Minnesota, Maryland, Texas and Wisconsin, due in 2016
Mortgage Loans on Real Estate
Number of loans receivable	1
Interest and principal payments	273,000
Fixed interest rate (as a percent)	6.10%
Principal Amount	52,000,000
Number of collateral facilities	9
Carrying Amount	52,000,000
Commitments to fund six senior housing development projects	119,000,000
Number of senior housing development projects	6
Monthly interest-only payments, New Jersey and Pennsylvania, 2017
Mortgage Loans on Real Estate
Number of loans receivable	2
Monthly interest-only payment	71,742,000
Fixed interest rate (as a percent)	8.25%
Principal Amount	11,404,000
Number of collateral facilities	2
Carrying Amount	$ 11,742,000

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Dispositions of Real Estate and Discontinued Operations (Details) (USD $)	12 Months Ended
	Dec. 31, 2012 item	Dec. 31, 2011 item	Dec. 31, 2010 item
Operating income from discontinued operations
Rental and related revenues	$ 13,025,000	$ 14,877,000	$ 19,293,000
Depreciation and amortization expenses	8,267,000	7,473,000	6,513,000
Operating expenses	22,000	22,000	263,000
Other expense, net	2,232,000	3,333,000	3,393,000
Income before gain on sales of real estate	2,504,000	4,049,000	9,124,000
Gain on sales of real estate	31,454,000	3,107,000	19,925,000
Number of properties held for sale		4	7
Number of properties sold	4	3	14
Number of properties included in discontinued operations	4	7	21
Senior housing
Dispositions of Real Estate and Land
Number of properties disposed	2	3
Total consideration for disposition of real estate	111,000,000	19,000,000
Medical office
Dispositions of Real Estate and Land
Total consideration for disposition of real estate	7,000,000
Post-acute/skilled nursing
Dispositions of Real Estate and Land
Total consideration for disposition of real estate	15,000,000
Parcel of land in the life science segment
Dispositions of Real Estate and Land
Total consideration for disposition of real estate	$ 18,000,000

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Selected Quarterly Financial Data (Details) (USD $)	1 Months Ended	3 Months Ended								12 Months Ended					3 Months Ended
	Nov. 30, 2011	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 04, 2012 Senior housing item	Oct. 31, 2012 Senior housing item	Dec. 31, 2011 Sunrise Senior Living	Oct. 31, 2010 Sunrise Senior Living item	Sep. 02, 2011 Brookdale Senior Living, Inc. Property item	Dec. 31, 2012 Blackstone JV Senior housing item	Dec. 04, 2012 Blackstone JV Senior housing item	Oct. 31, 2012 Blackstone JV Senior housing item	Jan. 14, 2011 HCP Ventures II item	Oct. 31, 2010 HCP Ventures II item
Selected Quarterly Financial Data
Total revenues		$ 508,487,000	$ 475,157,000	$ 461,251,000	$ 455,827,000	$ 458,281,000	$ 440,914,000	$ 484,941,000	$ 327,960,000	$ 1,900,722,000	$ 1,712,096,000	$ 1,240,206,000
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		203,072,000	183,897,000	190,016,000	179,808,000	54,875,000	157,464,000	217,897,000	71,602,000	756,793,000	501,838,000	382,681,000
Total discontinued operations		31,031,000	1,153,000	(597,000)	2,371,000	2,920,000	962,000	1,653,000	1,621,000	33,958,000	7,156,000	29,049,000
Net income		246,260,000	199,043,000	204,975,000	196,564,000	70,787,000	175,471,000	234,252,000	73,984,000	846,842,000	554,494,000	344,395,000
Net income applicable to HCP, Inc.		241,028,000	196,108,000	202,024,000	193,380,000	67,844,000	172,195,000	228,759,000	70,093,000	832,540,000	538,891,000	330,709,000
Dividends paid per common share (in dollars per share)		$ 0.50	$ 0.50	$ 0.50	$ 0.50	$ 0.48	$ 0.48	$ 0.48	$ 0.48
Basic earnings per common share (in dollars per share)		$ 0.54	$ 0.46	$ 0.48	$ 0.43	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 1.90	$ 1.29	$ 1.01
Diluted earnings per common share (in dollars per share)		$ 0.53	$ 0.45	$ 0.48	$ 0.43	$ 0.15	$ 0.41	$ 0.55	$ 0.17	$ 1.90	$ 1.29	$ 1.00
Equity method investment, impairment details
Investment ownership percentage acquired																					65.00%
Number of senior housing facilities																					25	25
Number of senior housing communities																	37
Number of senior living communities operated in a RIDEA structure																27	21
Loss contingency, additional litigation provision	$ 125,000,000														$ 125,000,000
Number of senior housing communities													2	127				129	2	127

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Selected Quarterly Financial Data

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Data

Selected Quarterly Financial Data

(26) Selected Quarterly Financial Data

        Selected quarterly information for the years ended December 31, 2012 and 2011 is as follows (in thousands, except per share amounts). Results of operations for properties sold or to be sold have been classified as discontinued operations for all periods presented:

	Three Months Ended During 2012
	March 31		June 30			September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	455,827	$	461,251		$	475,157	$	508,487
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		179,808		190,016			183,897		203,072
Total discontinued operations		2,371		(597	)		1,153		31,031
Net income		196,564		204,975			199,043		246,260
Net income applicable to HCP, Inc.		193,380		202,024			196,108		241,028
Dividends paid per common share		0.50		0.50			0.50		0.50
Basic earnings per common share		0.43		0.48			0.46		0.54
Diluted earnings per common share		0.43		0.48			0.45		0.53

	Three Months Ended During 2011
	March 31		June 30		September 30		December 31
	(in thousands, except per share data, unaudited)
Total revenues	$	327,960	$	484,941	$	440,914	$	458,281
Income before income taxes and equity income from and impairments of investments in unconsolidated joint ventures		71,602		217,897		157,464		54,875
Total discontinued operations		1,621		1,653		962		2,920
Net income		73,984		234,252		175,471		70,787
Net income applicable to HCP, Inc.		70,093		228,759		172,195		67,844
Dividends paid per common share		0.48		0.48		0.48		0.48
Basic earnings per common share		0.17		0.55		0.41		0.15
Diluted earnings per common share		0.17		0.55		0.41		0.15

        The above selected quarterly financial data includes the following significant transactions:

• •

  On January 14, 2011, the Company acquired its partner's 65% interest in HCP Ventures II, a joint venture that owned 25 senior housing facilities, becoming the sole owner of the portfolio. The impact of the Company's consolidation of HCP Ventures II is included in the results beginning in the quarter ended March 31, 2011.

  •

  On April 7, 2011, the Company completed its acquisition of substantially all of the real estate assets of HCR ManorCare. The impact of the HCR ManorCare Acquisition is included in the results beginning in the quarter ended June 30, 2011.

  •

  On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay. The impact of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale is included in the results beginning in the quarter ended September 30, 2011.

  •

  On November 9, 2011, the Company entered into an agreement with Ventas to settle all remaining claims relating to Ventas's litigation against HCP arising out of Ventas's 2007 acquisition of Sunrise Senior Living REIT. The Company paid $125 million to Ventas and incurred a charge during the quarter ended December 31, 2011 for such amount.

  •

  The Company redeemed all outstanding preferred stock during the quarter ended March 31, 2012.

  •

  The Company completed the acquisition of the 129 senior housing portfolio during the quarter ended December 31, 2012.

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Compensation Plans (Tables)

12 Months Ended

Dec. 31, 2012

Compensation Plans

Summary of the option activity

A summary of the stock option activity in 2012 is presented in the following table (dollars and shares in thousands, except per share amounts):

	Shares Under Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding as of January 1, 2012		6,524		$	28.76		6.1	$	84,169
Granted		455			41.64
Exercised		(3,838	)		28.33
Forfeited		(14	)		26.40
Outstanding as of December 31, 2012		3,127			31.16		6.9		43,774
Exercisable as of December 31, 2012		539			32.09		6.0		7,041

Summary additional information concerning outstanding and exercisable stock options

The following table summarizes additional information concerning outstanding and exercisable stock options at December 31, 2012 (shares in thousands):

					Weighted Average Remaining Contractual Term (Years)		Currently Exercisable
Range of Exercise Price	Shares Under Options		Weighted Average Exercise Price				Shares Under Options		Weighted Average Exercise Price
$23.34 - $25.52		910	$	23.34		6.1		54	$	23.34
27.11 -  28.35		739		28.28		6.8		210		28.12
31.95 -  41.64		1,478		37.41		7.4		275		36.84
		3,127		31.16		6.9		539		32.09

Summary of additional information concerning unvested stock options

The following table summarizes additional information concerning unvested stock options at December 31, 2012 (shares in thousands):

	Shares Under Options			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		3,285		$	3.77
Granted		455			6.34
Vested		(1,138	)		3.59
Forfeited		(14	)		3.67
Unvested at December 31, 2012		2,588			4.30

Assumptions used for estimating fair value of stock options using Black-Scholes option valuation model

The following table summarizes the Company's stock option valuation assumptions used with respect to stock options awarded in 2012, 2011 and 2010:

	2012			2011			2010
Risk-free rate		1.09	%		2.58	%		2.77	%
Expected life (in years)		5.9			6.5			6.3
Expected volatility		32.7	%		31.8	%		35.0	%
Expected dividend yield		5.9	%		6.1	%		6.2	%

Summary of additional information concerning restricted stock and restricted stock units

The following table summarizes additional information concerning restricted stock and restricted stock units at December 31, 2012 (units and shares in thousands):

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Shares			Weighted Average Grant Date Fair Value
Unvested at January 1, 2012		1,478		$	32.59		339		$	27.75
Granted		456			41.67		—			N/A
Vested		(707	)		33.03		(186	)		27.55
Forfeited		(7	)		38.29		(8	)		26.72
Unvested at December 31, 2012		1,220			35.16		145			27.24

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Equity

12 Months Ended

Dec. 31, 2012

Equity

Equity

(13) Equity

• Preferred Stock

        On April 23, 2012, the Company redeemed all of its outstanding preferred stock consisting of 4,000,000 shares of its 7.25% Series E preferred stock and the 7,820,000 shares of its 7.10% Series F preferred stock. The shares of Series E and Series F preferred stock were redeemed at a price of $25 per share, or $295.5 million in aggregate, plus all accrued and unpaid dividends to the redemption date. As a result of the redemption, which was announced on March 22, 2012, the Company incurred a charge of $10.4 million related to the original issuance costs of the preferred stock (this charge is presented as an additional preferred stock dividend in the Company's consolidated statements of income).

        Distributions with respect to the Company's preferred stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual preferred stock dividends per share:

	Series E						Series F
	December 31,						December 31,
	2012(1)		2011		2010		2012(1)		2011		2010
	(unaudited)
Ordinary dividends	$	0.4383	$	1.4335	$	1.6695	$	0.4292	$	1.4038	$	1.6350
Capital gain dividends		0.0148		0.3790		0.1430		0.0145		0.3712		0.1400
	$	0.4531	$	1.8125	$	1.8125	$	0.4437	$	1.7750	$	1.7750

(1)

As discussed above, the Company redeemed all of its outstanding preferred stock on April 23, 2012.

• Common Stock

        Distributions with respect to the Company's common stock can be characterized for federal income tax purposes as taxable ordinary dividends, capital gain dividends, nondividend distributions or a combination thereof. Following is the characterization of the Company's annual common stock dividends per share:

	Year Ended December 31,
	2012		2011		2010
	(unaudited)
Ordinary dividends	$	1.4618	$	0.9259	$	1.0935
Capital gain dividends		0.0495		0.2448		0.0937
Nondividend distributions		0.4887		0.7493		0.6728
	$	2.0000	$	1.9200	$	1.8600

        On January 25, 2013, the Company announced that its Board declared a quarterly cash dividend of $0.525 per share. The common stock cash dividend will be paid on February 19, 2013 to stockholders of record as of the close of business on February 4, 2013.

        On October 19, 2012, we completed a public offering of 22 million shares of common stock and received net proceeds of $979 million, which were primarily used to acquire the 129 senior housing communities from the Blackstone JV.

        In June 2012, the Company completed a $376 million offering of 8.97 million shares of common stock at a price of $41.88 per share, which were primarily used to repay $250 million of maturing senior unsecured notes, which accrued interest at a rate of 6.45%.

        In March 2012, the Company completed a $359 million offering of 9.0 million shares of common stock at a price of $39.93 per share, which were primarily used to redeem all outstanding shares of the Company's preferred stock.

        In March 2011, the Company completed a $1.273 billion public offering of 34.5 million shares of common stock at a price of $36.90 per share. The Company received total net proceeds of $1.235 billion, which were primarily used to finance part of the aggregate purchase price of the HCR ManorCare Acquisition. The following is a summary of the Company's other issuances of common stock:

	Year Ended December 31,
	2012		2011
	(shares in thousands)
Dividend Reinvestment and Stock Purchase Plan		1,064		1,910
Conversion of DownREIT units		736		80
Exercise of stock options		2,455		1,157
Vesting of restricted stock units(1)		707		228

(1)

Issued under the Company's 2006 Performance Incentive Plan.

• Accumulated Other Comprehensive Loss

        The following is a summary of the Company's accumulated other comprehensive loss (in thousands):

	December 31,
	2012			2011
Unrealized gains on available for sale securities	$	7,776		$	—
Unrealized losses on cash flow hedges, net		(18,452	)		(15,712	)
Supplemental Executive Retirement Plan minimum liability		(3,150	)		(2,794	)
Cumulative foreign currency translation adjustment		(827	)		(1,076	)
Total accumulated other comprehensive loss	$	(14,653	)	$	(19,582	)

• Noncontrolling Interests

        At December 31, 2012, there were four million non-managing member units (six million shares of HCP common stock are issuable upon conversion) outstanding in four DownREIT LLCs, in all of which the Company is the managing member. At December 31, 2012, the carrying and market values of the four million DownREIT units were $188 million and $275 million, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2012

Income Taxes

Income Taxes

(18) Income Taxes

        For the year ended December 31, 2012, the Company recorded an income tax benefit of $1.6 million, as compared to income tax expense of $1.2 million and $0.4 million for the years ended December 31, 2011 and 2010, respectively. The Company's income tax expense from discontinued operations was insignificant for the years ended December 31, 2012, 2011 and 2010. The Company's deferred income tax expense and its balance in deferred tax assets and liabilities were insignificant as of December 31, 2012, 2011 and 2010.

        The Company files numerous U.S. federal, state and local income and franchise tax returns. With a few exceptions, the Company is no longer subject to U.S. federal, state or local tax examinations by taxing authorities for years prior to 2008.

        At December 31, 2012 and 2011, the tax basis of the Company's net assets is less than the reported amounts by $7.6 billion and $7.4 billion, respectively. The difference between the reported amounts and the tax basis is primarily related to the Slough Estates USA, Inc. ("SEUSA") and HCR ManorCare acquisitions, which occurred in 2007 and 2011, respectively. Both SEUSA and HCR ManorCare were corporations subject to federal and state income taxes. As a result of these acquisitions, the Company succeeded to the tax attributes of SEUSA and HCR ManorCare, including the tax basis in the acquired companies' assets and liabilities. The Company generally will be subject to a corporate-level tax on any taxable disposition of SEUSA's pre-acquisition assets that occur within ten years after its August 1, 2007 acquisition, and any taxable disposition of HCR ManorCare's pre-acquisition assets that occur within ten years after its April 7, 2011 acquisition.

        The corporate-level tax associated with the disposition of assets acquired in connection with the SEUSA and HCR ManorCare acquisitions would be assessed only to the extent of the built-in gain that existed on the date of each acquisition, based on the fair market value of the assets on August 1, 2007, with respect to SEUSA, and April 7, 2011, with respect to HCR ManorCare. The Company does not expect to dispose of any assets included in either acquisition that would result in the imposition of a material tax liability. As a result, the Company has not recorded a deferred tax liability associated with this corporate-level tax. Gains from asset dispositions occurring more than 10 years after either acquisition will not be subject to this corporate-level tax. However, from time to time, the Company may dispose of SEUSA or HCR ManorCare assets before the applicable 10-year periods if it is able to effect a tax deferred exchange.

        In connection with the SEUSA and HCR ManorCare acquisitions, the Company assumed unrecognized tax benefits of $8 million and $2 million, respectively. During 2011, the Company had a net decrease in unrecognized tax benefits of $4.9 million. The decrease was caused by the reversal of the remaining $6.9 million in unrecognized tax benefits related to the SEUSA acquisition caused by SEUSA's settlement of federal and state tax audits for all years for which unrecognized tax benefits had been accrued, net of a $2.0 million increase in unrecognized tax benefits assumed in connection with the HCR ManorCare acquisition. At December 31, 2012 and 2011, the entire $2.0 million balance in unrecognized tax benefits was related to HCP's acquisition of HCR ManorCare.

        A reconciliation of the Company's beginning and ending unrecognized tax benefits follows (in thousands):

	Amount
Balance at January 1, 2010	$	7,975
Reductions based on prior years' tax positions		(1,085	)
Additions based on 2010 tax positions		—
Balance at December 31, 2010		6,890
Additions based on prior years' tax positions		1,783
Reductions based on prior years' tax positions		(6,890	)
Additions based on 2011 tax positions		194
Balance at December 31, 2011		1,977
Reductions based on prior years' tax positions		—
Additions based on 2012 tax positions		—
Balance at December 31, 2012	$	1,977

        The Company anticipates that the balance in unrecognized tax benefits will decrease over the next 12 months by approximately $891,000 due to a lapse in the statute of limitations.

        For the year ended December 31, 2012, the Company recorded an insignificant increase to interest expense associated with the unrecognized tax benefits. Due to the reversal of the remaining balance of the SEUSA unrecognized tax benefits during 2011, the related $1.3 million of interest expense was also reversed. During the years ended December 31, 2011 and 2010, the Company recorded net reductions to interest expense of $1.1 million and net increases to interest expense of $0.2 million, respectively, associated with the unrecognized tax benefits.

        The Company has agreements with the sellers of SEUSA and HCR ManorCare whereby any increases in taxes and associated interest and penalties related to years prior to each of these acquisitions will be the responsibility of the sellers. Similarly, any pre-acquisition tax refunds and associated interest income will be refunded to the sellers.

        There would be no effect on the Company's tax rate if the unrecognized tax benefits were to be recognized.

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Schedule III - Real Estate and Accumulated Depreciation (Details 2) (USD $) In Billions, unless otherwise specified	Dec. 31, 2012
Schedule III: Real Estate and Accumulated Depreciation
Amount that the tax basis of the Company's net real estate is less than the reported amounts	$ 1.6

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Segment Disclosures (Tables)

12 Months Ended

Dec. 31, 2012

Segment Disclosures

Information of revenue of reportable segment

Summary information for the reportable segments follows (in thousands):

        For the year ended December 31, 2012:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	482,336	$	143,745	$	3,503	$	—	$	629,584	$	531,419	$	480,872
Post-acute/skilled nursing		539,242		—		19,993		—		559,235		538,856		462,927
Life science		289,664		—		—		4		289,668		236,491		226,997
Medical office		334,811		—		—		1,891		336,702		202,547		197,569
Hospital		84,493		—		1,040		—		85,533		80,980		78,995
Total	$	1,730,546	$	143,745	$	24,536	$	1,895	$	1,900,722	$	1,590,293	$	1,447,360

        For the year ended December 31, 2011:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	470,592	$	50,619	$	178	$	70	$	521,459	$	486,673	$	433,728
Post-acute/skilled nursing		397,554		—		98,450		—		496,004		396,969		339,946
Life science		288,151		—		—		4		288,155		235,355		212,250
Medical office		320,115		—		—		1,999		322,114		192,213		186,180
Hospital		83,128		—		1,236		—		84,364		78,798		76,402
Total	$	1,559,540	$	50,619	$	99,864	$	2,073	$	1,712,096	$	1,390,008	$	1,248,506

        For the year ended December 31, 2010:

Segments	Rental Revenues(1)		Resident Fees and Services		Interest Income		Investment Management Fee Income		Total Revenues		NOI(2)		Adjusted NOI(2) (Cash NOI)
Senior housing	$	337,220	$	32,596	$	364	$	2,300	$	372,480	$	341,043	$	306,682
Post-acute/skilled nursing		36,023		—		121,703		—		157,726		35,847		34,685
Life science		276,762		—		—		4		276,766		228,270		204,938
Medical office		309,285		—		—		2,362		311,647		181,398		175,654
Hospital		83,491		—		38,096		—		121,587		78,661		73,642
Total	$	1,042,781	$	32,596	$	160,163	$	4,666	$	1,240,206	$	865,219	$	795,601

(1)

Represents rental and related revenues, tenant recoveries, and income from DFLs.

(2)

NOI is a non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. The Company defines NOI as rental and related revenues, including tenant recoveries, resident fees and services, and income from direct financing leases, less property level operating expenses. NOI excludes interest income, investment management fee income, interest expense, depreciation and amortization, general and administrative expenses, litigation settlement, impairments, impairment recoveries, other income, net, income taxes, equity income from and impairments of investments in unconsolidated joint ventures, and discontinued operations. The Company believes NOI provides relevant and useful information because it reflects only income and operating expense items that are incurred at the property level and presents them on an unleveraged basis. Adjusted NOI is calculated as NOI after eliminating the effects of straight-line rents, DFL accretion, amortization of above and below market lease intangibles, and lease termination fees. Adjusted NOI is sometimes referred to as "cash NOI." The Company uses NOI and adjusted NOI to make decisions about resource allocations and to assess and compare property level performance. The Company believes that net income is the most directly comparable GAAP measure to NOI. NOI should not be viewed as an alternative measure of operating performance to net income as defined by GAAP because it does not reflect the aforementioned excluded items. Further, the Company's definition of NOI may not be comparable to the definition used by other REITs, as those companies may use different methodologies for calculating NOI.

Reconciliation from reported net income to NOI and adjusted NOI

The following is a reconciliation from reported net income to NOI and adjusted NOI (in thousands):

	Years ended December 31,
	2012			2011			2010
Net income	$	846,842		$	554,494		$	344,395
Interest income		(24,536	)		(99,864	)		(160,163	)
Investment management fee income		(1,895	)		(2,073	)		(4,666	)
Interest expense		417,130			416,396			285,508
Depreciation and amortization		358,245			349,922			306,934
General and administrative		79,454			96,121			83,019
Litigation settlement and provision		—			125,000			—
Impairments (recoveries)		7,878			15,400			(11,900	)
Other income, net		(2,776	)		(12,732	)		(16,194	)
Income taxes		(1,636	)		1,250			412
Equity income from unconsolidated joint ventures		(54,455	)		(46,750	)		(4,770	)
Impairments of investment in unconsolidated joint venture		—			—			71,693
Total discontinued operations		(33,958	)		(7,156	)		(29,049	)
NOI	$	1,590,293		$	1,390,008		$	865,219
Straight-line rents		(47,311	)		(59,173	)		(47,243	)
DFL accretion		(94,240	)		(74,007	)		(10,641	)
Amortization of above and below market lease intangibles, net		(2,232	)		(4,510	)		(6,378	)
Lease termination fees		(636	)		(5,873	)		(7,665	)
NOI adjustments related to discontinued operations		1,486			2,061			2,309
Adjusted NOI	$	1,447,360		$	1,248,506		$	795,601

Reconciliation of company's assets to total assets

The Company's total assets by segment were (in thousands):

	December 31,
Segments	2012			2011			2010
Senior housing	$	7,658,612		$	5,785,441		$	4,196,456
Post-acute/skilled nursing		6,080,826			5,644,472			2,133,640
Life science		3,932,397			3,886,851			3,709,528
Medical office		2,661,394			2,336,302			2,299,311
Hospital		724,999			757,618			770,038
Gross segment assets		21,058,228			18,410,684			13,108,973
Accumulated depreciation and amortization		(1,978,597	)		(1,646,736	)		(1,386,850	)
Net segment assets		19,079,631			16,763,948			11,722,123
Assets held-for-sale, net		—			106,295			147,538
Other non-segment assets		835,924			538,232			1,462,262
Total assets	$	19,915,555		$	17,408,475		$	13,331,923

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Net Investment in Direct Financing Leases (Tables)

12 Months Ended

Dec. 31, 2012

Net Investment in Direct Financing Leases

Schedule of net investment in direct financing leases

The components of net investment in DFLs consisted of the following (dollars in thousands):

	December 31,
	2012			2011
Minimum lease payments receivable(1)	$	25,217,520		$	25,744,161
Estimated residual values		4,010,514			4,010,514
Less unearned income		(22,346,641	)		(23,026,898	)
Net investment in direct financing leases	$	6,881,393		$	6,727,777
Properties subject to direct financing leases		361			361

(1)

The minimum lease payments receivable are primarily attributable to HCR ManorCare ($24 billion). The triple-net lease with HCR ManorCare provides for annual rent of $472.5 million in the first year and $489 million beginning April 1, 2012. The rent increases by 3.5% per year over the next four years and by 3% for the remaining portion of the initial lease term. The properties are grouped into four pools, and HCR ManorCare has a one-time extension option for each pool with rent increased for the first year of the extension option to the greater of fair market rent or a 3% increase over the rent for the prior year. Including the extension options, which the Company determined to be bargain renewal options, the four leased pools had total initial available terms ranging from 23 to 35 years.

Future minimum lease payments contractually due under direct financing leases

Future minimum lease payments contractually due under direct financing leases at December 31, 2012, were as follows (in thousands):

Year	Amount
2013	$	551,139
2014		563,994
2015		583,418
2016		603,513
2017		622,198
Thereafter		22,293,258
	$	25,217,520

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 846,842	$ 554,494	$ 344,395
Change in net unrealized gains (losses) on securities:
Unrealized gains (losses)	7,776	(5,396)	937
Reclassification adjustment realized in net income		5,396	(12,742)
Change in net unrealized gains (losses) on cash flow hedges:
Unrealized losses	(3,127)	(4,367)	(996)
Reclassification adjustment realized in net income	387	(1,033)	1,453
Change in Supplemental Executive Retirement Plan obligation	(356)	(495)	43
Foreign currency translation adjustment	249	(450)	202
Total other comprehensive income (loss)	4,929	(6,345)	(11,103)
Total comprehensive income	851,771	548,149	333,292
Total comprehensive income attributable to noncontrolling interests	(14,302)	(15,603)	(13,686)
Total comprehensive income attributable to HCP, Inc.	$ 837,469	$ 532,546	$ 319,606

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair value assets and liabilities measured on recurring basis:
Marketable equity securities	$ 24,800	$ 17,100
Fair value on a recurring basis | Fair Value
Fair value assets and liabilities measured on recurring basis:
Marketable equity securities	24,829
Total fair value assets and liabilities measured on recurring basis	10,248
Fair value on a recurring basis | Fair Value | Interest-rate swap contracts
Fair value assets and liabilities measured on recurring basis:
Derivative assets	89
Derivative liabilities	(12,699)
Fair value on a recurring basis | Fair Value | Currency swap liabilities
Fair value assets and liabilities measured on recurring basis:
Derivative liabilities	(2,641)
Fair value on a recurring basis | Fair Value | Warrants
Fair value assets and liabilities measured on recurring basis:
Derivative assets	670
Fair value on a recurring basis | Level 1
Fair value assets and liabilities measured on recurring basis:
Marketable equity securities	24,829
Total fair value assets and liabilities measured on recurring basis	24,829
Fair value on a recurring basis | Level 2
Fair value assets and liabilities measured on recurring basis:
Total fair value assets and liabilities measured on recurring basis	(15,251)
Fair value on a recurring basis | Level 2 | Interest-rate swap contracts
Fair value assets and liabilities measured on recurring basis:
Derivative assets	89
Derivative liabilities	(12,699)
Fair value on a recurring basis | Level 2 | Currency swap liabilities
Fair value assets and liabilities measured on recurring basis:
Derivative liabilities	(2,641)
Fair value on a recurring basis | Level 3
Fair value assets and liabilities measured on recurring basis:
Total fair value assets and liabilities measured on recurring basis	670
Fair value on a recurring basis | Level 3 | Warrants
Fair value assets and liabilities measured on recurring basis:
Derivative assets	$ 670

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

(2)   Summary of Significant Accounting Policies

• Use of Estimates

        Management is required to make estimates and assumptions in the preparation of financial statements in conformity with U.S. generally accepted accounting principles ("GAAP"). These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from management's estimates.

• Principles of Consolidation

        The consolidated financial statements include the accounts of HCP, its wholly-owned subsidiaries and joint ventures or variable interest entities that it controls through voting rights or other means. All material intercompany transactions and balances have been eliminated upon consolidation.

        The Company is required to continually evaluate its VIE relationships and consolidate these entities when it is determined to be the primary beneficiary of their operations. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities of an entity that most significantly impact the entity's economic performance or (ii) the equity investment at risk is insufficient to finance that entity's activities without additional subordinated financial support.

        A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company qualitatively assesses whether it is (or is not) the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the Company's ability to direct the activities that most significantly impact the VIE's economic performance, its form of ownership interest, its representation on the VIE's governing body, the size and seniority of its investment, its ability and the rights of other investors to participate in policy making decisions and its ability to replace the manager of and/or liquidate the entity.

        For its investments in joint ventures, the Company evaluates the type of ownership rights held by the limited partner(s) that may preclude consolidation in circumstances in which the sole general partner would otherwise consolidate the limited partnership. The assessment of limited partners' rights and their impact on the presumption of control over a limited partnership by the sole general partner should be made when an investor becomes the sole general partner and should be reassessed if (i) there is a change to the terms or in the exercisability of the rights of the limited partners, (ii) the sole general partner increases or decreases its ownership in the limited partnership interests, or (iii) there is an increase or decrease in the number of outstanding limited partnership interests. The Company similarly evaluates the rights of managing members of limited liability companies.

• Revenue Recognition

        The Company recognizes rental revenue when the tenant has taken possession or controls the physical use of the leased asset. If the lease provides for tenant improvements, the Company determines whether the tenant improvements, for accounting purposes, are owned by the tenant or the Company. When the Company is the owner of the tenant improvements, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed. When the tenant is the owner of the tenant improvements, any tenant improvement allowance that is funded by the Company is treated as a lease incentive and amortized as a reduction of revenue over the lease term. Tenant improvement ownership is determined based on various factors including, but not limited to, the following criteria:

• •

  whether the lease stipulates how and on what a tenant improvement allowance may be spent;

  •

  whether the tenant or landlord retains legal title to the improvements at the end of the lease term;

  •

  whether the tenant improvements are unique to the tenant or general-purpose in nature; and

  •

  whether the tenant improvements are expected to have any residual value at the end of the lease term.

        Certain leases provide for additional rents contingent upon a percentage of the facility's revenue in excess of specified base amounts or other thresholds. Such revenue is recognized when actual results reported by the tenant, or estimates of tenant results, exceed the base amount or other thresholds, and only after the contingency has been removed (when the related thresholds are achieved). This may result in the recognition of rental revenue in periods subsequent to when such payments are received.

        Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred. The reimbursements are recognized and presented gross, as the Company is generally the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk.

        For leases with minimum scheduled rent increases, the Company recognizes income on a straight-line basis over the lease term when collectibility is reasonably assured. Recognizing rental income on a straight-line basis for leases results in recognized revenue amounts which differ from those that are contractually due from tenants. If the Company determines that collectibility of straight-line rents is not reasonably assured, the Company limits future recognition to amounts contractually owed and paid, and, when appropriate, establishes an allowance for estimated losses.

        Resident fee revenue is recorded when services are rendered and includes resident room and care charges, community fees and other resident charges. Residency agreements are generally for a term of 30 days to one year, with resident fees billed monthly. Revenue for certain care related services is recognized as services are provided and is billed monthly in arrears.

        The Company maintains an allowance for doubtful accounts, including an allowance for straight-line rent receivables, for estimated losses resulting from tenant defaults or the inability of tenants to make contractual rent and tenant recovery payments. The Company monitors the liquidity and creditworthiness of its tenants and operators on an ongoing basis. This evaluation considers industry and economic conditions, property performance, credit enhancements and other factors. For straight-line rent amounts, the Company's assessment is based on amounts estimated to be recoverable over the term of the lease.

        The Company uses the direct finance method of accounting to record income from direct financing leases ("DFLs"). For leases accounted for as DFLs, the future minimum lease payments are recorded as a receivable. Unearned income represents the net investment in the DFL, less the sum of minimum lease payments receivable and the estimated residual values of the leased properties. Unearned income is deferred and amortized to income over the lease terms to provide a constant yield when collectibility of the lease payments is reasonably assured. Investments in DFLs are presented net of unamortized and unearned income.

        Loans receivable are classified as held-for-investment based on management's intent and ability to hold the loans for the foreseeable future or to maturity. Loans held-for-investment are carried at amortized cost and are reduced by a valuation allowance for estimated credit losses as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, using the interest method. The interest method is applied on a loan-by-loan basis when collectibility of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the life of the related loans. Loans are transferred from held-for-investment to held-for-sale when management's intent is to no longer hold the loans for the foreseeable future. Loans held-for-sale are recorded at the lower of cost or fair value.

        The Company receives management fees from its investments in certain joint venture entities for various services it provides as the managing member. Management fees are recorded as revenue when management services have been performed. Intercompany profit for management fees is eliminated.

        The Company recognizes gain on sales of real estate upon the closing of a transaction with the purchaser. Gains on properties sold are recognized using the full accrual method when the collectibility of the sales price is reasonably assured, the Company is not obligated to perform additional activities that may be considered significant, the initial investment from the buyer is sufficient and other profit recognition criteria have been satisfied. Gain on sales of real estate may be deferred in whole or in part until the requirements for gain recognition have been met.

        Allowances are established for loans and DFLs based upon an estimate of probable losses for the individual loans and DFLs deemed to be impaired. Loans and DFLs are impaired when it is deemed probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan or lease. An allowance is based upon the Company's assessment of the borrower's or lessee's overall financial condition; economic resources and payment record; the prospects for support from any financially responsible guarantors; and, if appropriate, the realizable value of any collateral. These estimates consider all available evidence including the expected future cash flows discounted at the loan's or DFL's effective interest rate, fair value of collateral, general economic conditions and trends, historical and industry loss experience, and other relevant factors, as appropriate.

        Loans and DFLs are placed on non-accrual status when management determines that the collectibility of contractual amounts is not reasonably assured. While on non-accrual status, loans or DFLs are either accounted for on a cash basis, in which income is recognized only upon receipt of cash, or on a cost-recovery basis, in which all cash receipts reduce the carrying value of the loan or DFL, based on the Company's expectation of future collectibility.

• Real Estate

        The Company's real estate assets, consisting of land, buildings and improvements are recorded at their then fair value at the time of consolidation. The assumed liabilities, acquired tangible assets and identifiable intangibles are also recorded at their then fair value. The Company assesses fair value based on cash flow projections that utilize appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including historical operating results, known and anticipated trends, as well as market and economic conditions. The fair value of tangible assets of an acquired property is based on the value of the property as if it is vacant.

        The Company records acquired "above and below market" leases at their fair value using discount rates which reflect the risks associated with the leases acquired. The amount recorded is based on the present value of the difference between (i) the contractual amounts to be paid pursuant to each in-place lease and (ii) management's estimate of fair market lease rates for each in-place lease, measured over a period equal to the remaining term of the lease for above market leases and the initial term plus the extended term for any leases with bargain renewal options. Other intangible assets acquired include amounts for in-place lease values that are based on the Company's evaluation of the specific characteristics of each property and the respective tenant's lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions and costs to execute similar leases. In estimating carrying costs, the Company includes estimates of lost rents at estimated market rates during the hypothetical expected lease-up periods, which are dependent on local market conditions and expected trends. In estimating costs to execute similar leases, the Company considers leasing commissions, legal and other related costs.

        The Company capitalizes direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a real estate asset. The Company capitalizes construction and development costs while substantive activities are ongoing to prepare an asset for its intended use. The Company considers a construction project as substantially complete and held available for occupancy upon the completion of company owned tenant improvements, but no later than one year from cessation of significant construction activity. Costs incurred after a project is substantially complete and ready for its intended use, or after development activities have ceased, are expensed as incurred. For redevelopment of existing operating properties, the Company capitalizes costs based on the net carrying value of the existing property under redevelopment plus the cost for the construction and improvement incurred in connection with the redevelopment. Costs previously capitalized related to abandoned acquisitions or developments are charged to earnings. Expenditures for repairs and maintenance are expensed as incurred. The Company considers costs incurred in conjunction with re-leasing properties, including tenant improvements and lease commissions, to represent the acquisition of productive assets and, accordingly, such costs are reflected as investing activities in the Company's consolidated statement of cash flows.

        The Company computes depreciation on properties using the straight-line method over the assets' estimated useful life. Depreciation is discontinued when a property is identified as held-for-sale. Buildings and improvements are depreciated over useful lives ranging up to 50 years. Above and below market lease intangibles are amortized primarily to revenue over the remaining noncancellable lease terms and bargain renewal periods, if any. In-place lease intangibles are amortized to expense over the remaining noncancellable lease term and bargain renewal periods, if any.

• Impairment of Long-Lived Assets and Goodwill

        The Company assesses the carrying value of real estate assets and related intangibles ("real estate assets"), whenever events or changes in circumstances indicate that the carrying value of such asset or asset group may not be recoverable. The Company tests its real estate assets for impairment by comparing the sum of the expected future undiscounted cash flows to the carrying value of the real estate asset or asset group. If the carrying value exceeds the expected future undiscounted cash flows, an impairment loss will be recognized by adjusting the carrying value of the real estate asset or asset group to its fair value.

        Goodwill is tested for impairment at least annually. If it is determined, based on certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company applies the second step of the two-step approach. Potential impairment indicators and qualitative factors include a significant decline in real estate valuations, restructuring plans, current macroeconomic conditions, state of the equity and capital markets or a significant decline in the value of the Company's market capitalization. The second step of the two-step approach requires the fair value of a reporting unit to be allocated to all the assets and liabilities of the reporting unit as if it had been acquired in a business combination at the date of the impairment test. The excess fair value of the reporting unit over the fair value of assets and liabilities is the implied value of goodwill and is used to determine the amount of impairment. The Company selected the fourth quarter of each fiscal year to perform its annual impairment test.

• Assets Held-for-Sale and Discontinued Operations

        Certain long-lived assets are classified as held-for-sale and are reported at the lower of their carrying value or their fair value less costs to sell and are no longer depreciated. Discontinued operations is a component of an entity that has either been disposed of or is deemed to be held-for-sale and, (i) the operations and cash flows of the component have been or will be eliminated from ongoing operations as a result of the disposal transaction, and (ii) the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

• Investments in Unconsolidated Joint Ventures

        Investments in entities which the Company does not consolidate but has the ability to exercise significant influence over operating and financial policies are reported under the equity method of accounting. Under the equity method of accounting, the Company's share of the investee's earnings or losses are included in the Company's consolidated results of operations.

        The initial carrying value of investments in unconsolidated joint ventures is based on the amount paid to purchase the joint venture interest or the fair value of the assets prior to the sale of interests in the joint venture. To the extent that the Company's cost basis is different from the basis reflected at the joint venture level, the basis difference is generally amortized over the lives of the related assets and liabilities, and such amortization is included in the Company's share of equity in earnings of the joint venture. The Company evaluates its equity method investments for impairment based upon a comparison of the fair value of the equity method investment to its carrying value. When the Company determines a decline in the fair value of an investment in an unconsolidated joint venture below its carrying value is other-than-temporary, an impairment is recorded. The Company recognizes gains on the sale of interests in joint ventures to the extent the economic substance of the transaction is a sale.

        The Company's fair values for its equity method investments are based on discounted cash flow models that include all estimated cash inflows and outflows over a specified holding period and, where applicable, any estimated debt premiums or discounts. Capitalization rates, discount rates and credit spreads utilized in these models are based upon assumptions that the Company believes to be within a reasonable range of current market rates for the respective investments.

• Share-Based Compensation

        Compensation expense for share-based awards granted to employees, including grants of employee stock options, are recognized in the consolidated statements of income based on their grant date fair market value. Compensation expense for awards with graded vesting schedules is generally recognized ratably over the period from the grant date to the date when the award is no longer contingent on the employee providing additional services.

• Cash and Cash Equivalents

        Cash and cash equivalents consist of cash on hand and short-term investments with maturities of three months or less when purchased.

• Restricted Cash

        Restricted cash primarily consists of amounts held by mortgage lenders to provide for (i) real estate tax expenditures, tenant improvements and capital expenditures, and (ii) security deposits and net proceeds from property sales that were executed as tax-deferred dispositions.

• Derivatives

        During its normal course of business, the Company uses certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company's related assertions.

        The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the consolidated balance sheets at their fair value. Changes in the fair value of derivative instruments that are not designated as hedges or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated in qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in accumulated other comprehensive income (loss), whereas the change in fair value of the ineffective portion is recognized in earnings. For derivatives designated in qualifying fair value hedging relationships, the change in fair value of the effective portion of the derivatives offsets the change in fair value of the hedged item, whereas the change in fair value of the ineffective portion is recognized in earnings.

        The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the consolidated balance sheets. The Company also assesses and documents, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives that are designated in hedging transactions are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, the Company discontinues hedge accounting prospectively and records the appropriate adjustment to earnings based on the current fair value of the derivative.

• Income Taxes

        HCP, Inc. elected REIT status and believes it has always operated so as to continue to qualify as a REIT under Sections 856 to 860 of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, HCP, Inc. will not be subject to U.S. federal income tax, provided that it continues to qualify as a REIT and makes distributions to stockholders equal to or in excess of its taxable income. In addition, the Company has formed several consolidated subsidiaries, which have elected REIT status. HCP, Inc. and its consolidated REIT subsidiaries are each subject to the REIT qualification requirements under Sections 856 to 860 of the Code. If any REIT fails to qualify as a REIT in any taxable year, it will be subject to federal income taxes at regular corporate rates and may be ineligible to qualify as a REIT for four subsequent tax years.

        HCP, Inc. and its consolidated REIT subsidiaries are subject to state and local income taxes in some jurisdictions, and in certain circumstances each REIT may also be subject to federal excise taxes on undistributed income. In addition, certain activities that the Company undertakes may be conducted by entities which elect to be treated as taxable REIT subsidiaries ("TRSs"). TRSs are subject to both federal and state income taxes. The Company recognizes tax penalties relating to unrecognized tax benefits as additional income tax expense. Interest relating to unrecognized tax benefits is recognized as interest expense.

• Marketable Securities

        The Company classifies its marketable equity securities as available-for-sale. These securities are carried at their fair value with unrealized gains and losses recognized in stockholders' equity as a component of accumulated other comprehensive income (loss). Gains or losses on securities sold are determined based on the specific identification method. When the Company determines declines in fair value of marketable securities are other-than-temporary, a loss is recognized in earnings.

        The Company classifies its marketable debt securities as held-to-maturity, because the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded at amortized cost and adjusted for the amortization of premiums and discounts through maturity.

• Capital Raising Issuance Costs

        Costs incurred in connection with the issuance of common shares are recorded as a reduction of additional paid-in capital. Costs incurred in connection with the issuance of preferred shares are recorded as a reduction of the preferred stock amount. Debt issuance costs are deferred, included in other assets and amortized to interest expense over the remaining term of the related debt utilizing the interest method.

• Segment Reporting

        The Company's segments are based on its internal method of reporting which classifies operations by healthcare sector. The Company's business operations include five segments: (i) senior housing, (ii) post-acute/skilled nursing, (iii) life science, (iv) medical office and (v) hospital.

• Noncontrolling Interests

        The Company reports arrangements with noncontrolling interests as a component of equity separate from the parent's equity. The Company accounts for purchases or sales of equity interests that do not result in a change in control as equity transactions. In addition, net income attributable to the noncontrolling interest is included in consolidated net income on the face of the consolidated statements of income and, upon a gain or loss of control, the interest purchased or sold, as well as any interest retained, is recorded at its fair value with any gain or loss recognized in earnings.

        The Company consolidates non-managing member limited liability companies ("DownREITs") because it exercises control, and noncontrolling interests in these entities are carried at cost. The non-managing member LLC Units ("DownREIT units") are exchangeable for an amount of cash approximating the then-current market value of shares of the Company's common stock or, at the Company's option, shares of the Company's common stock (subject to certain adjustments, such as stock splits and reclassifications). Upon exchange of DownREIT units for the Company's common stock, the carrying amount of the DownREIT units is reclassified to stockholders' equity.

• Foreign Currency Translation and Transactions

        Assets and liabilities denominated in foreign currencies that are translated into U.S. dollars use exchange rates in effect at the end of the period, and revenues and expenses denominated in foreign currencies that are translated into U.S. dollars use average rates of exchange in effect during the related period. Gains or losses resulting from translation are included in accumulated other comprehensive income, a component of stockholders' equity on the consolidated balance sheets. Gains or losses resulting from foreign currency transactions are translated into U.S. dollars at the rates of exchange prevailing at the dates of the transactions. The effects of transaction gains or losses are included in other income, net in the consolidated statements of income.

• Preferred Stock Redemptions

        The Company recognizes the excess of the redemption value of cumulative redeemable preferred stock redeemed over its carrying amount as a charge to earnings.

• Life Care Bonds Payable

        Certain of the Company's continuing care retirement communities ("CCRCs") issue non-interest bearing life care bonds payable to certain residents of the CCRCs. Generally, the bonds are refundable to the resident or to the resident's estate upon termination or cancellation of the CCRC agreement or upon the successful resale of the unit. Proceeds from the issuance of new bonds are used to retire existing bonds, and since the maturity of the obligations for the facilities is not determinable, no interest is imputed. These amounts are included in other debt in the Company's consolidated balance sheets.

• Fair Value Measurement

        The Company measures and discloses the fair value of nonfinancial and financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. This hierarchy requires the use of observable market data when available. These inputs have created the following fair value hierarchy:

• •

  Level 1—quoted prices for identical instruments in active markets;

• •

  Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

  •

  Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers areunobservable.

        The Company measures fair value using a set of standardized procedures that are outlined herein for all assets and liabilities which are required to be measured at fair value. When available, the Company utilizes quoted market prices from an independent third party source to determine fair value and classifies such items in Level 1. In some instances where a market price is available, but the instrument is in an inactive or over-the-counter market, the Company consistently applies the dealer (market maker) pricing estimate and classifies the asset or liability in Level 2.

        If quoted market prices or inputs are not available, fair value measurements are based upon valuation models that utilize current market or independently sourced market inputs, such as interest rates, option volatilities, credit spreads and/or market capitalization rates. Items valued using such internally-generated valuation techniques are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified in either Level 2 or Level 3 even though there may be some significant inputs that are readily observable. Internal fair value models and techniques used by the Company include discounted cash flow and Black-Scholes valuation models. The Company also considers its counterparty's and own credit risk on derivatives and other liabilities measured at their fair value. The Company has elected the mid-market pricing expedient when determining fair value.

• Earnings per Share

        Basic earnings per common share is computed by dividing net income applicable to common shares by the weighted average number of shares of common stock outstanding during the period. The Company accounts for unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) as participating securities, which are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per common share is calculated by including the effect of dilutive and preferred securities.

• Recent Accounting Pronouncements

        In January 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income ("ASU 2013-02"). The amendments in this update require an entity to provide information about the amounts reclassified from accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the income statement or in the notes, significant amounts reclassified from accumulated other comprehensive income by the net income line item. The Company does not expect the adoption of ASU 2013-02 on January 1, 2013 to have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). The amendments in this update provide an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The adoption of ASU 2012-02 on January 1, 2013 did not have an impact on its consolidated financial position or results of operations.

        In July 2012, the FASB issued ASU No. 2012-01, Continuing Care Retirement Communities—Refundable Advance Fees ("ASU 2012-01"). This update clarifies the situations in which recognition of deferred revenue for refundable advance fees is appropriate. The Company does not expect the adoption of ASU 2012-01 on January 1, 2013 to have a material impact on its consolidated financial position or results of operations.

        In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income ("ASU 2011-05"). The amendments require that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. In December 2011, the FASB deferred portions of this update in its issuance of Accounting Standards Update No. 2011-12 (see discussion above). The Company has elected the two-statement approach and the required financial statements are presented herein.

        In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs ("ASU 2011-04"). The amendments in this update result in additional fair value measurement and disclosure requirements within U.S. GAAP and International Financial Reporting Standards. The amendments update the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The adoption of ASU 2011-04 on January 1, 2012 did not have an impact on the Company's consolidated financial position or results of operations.

• Reclassifications

        Certain amounts in the Company's consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. Assets sold or held-for-sale and associated liabilities have been reclassified on the consolidated balance sheets and operating results reclassified from continuing to discontinued operations.

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Derivative Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2012

Derivative Financial Instruments

Schedule of derivative instruments

The following table summarizes the Company's outstanding interest-rate swap contracts as of December 31, 2012 (dollars and GBP in thousands):

Date Entered	Maturity Date	Hedge Designation	Fixed Rate/Buy Amount			Floating/Exchange Rate Index	Notional/Sell Amount		Fair Value(1)
July 2005(2)	July 2020	Cash Flow		3.82	%	BMA Swap Index	$	45,600	$	(8,666	)
November 2008(3)	October 2016	Cash Flow		5.95	%	1 Month LIBOR+1.50%		27,000		(3,878	)
July 2009(4)	July 2013	Cash Flow		6.13	%	1 Month LIBOR+3.65%		13,700		(155	)
July 2012(4)	June 2016	Cash Flow		1.81	%	1 Month GBP LIBOR+1.20%		£137,000		89
July 2012(5)	June 2016	Cash Flow	$	79,600		Buy USD/Sell GBP		£  50,700		(2,641	)

(1)

Interest-rate and foreign currency swap assets are recorded in other assets, net and interest-rate and foreign currency swap liabilities are recorded in accounts payable and accrued liabilities on the consolidated balance sheets.

(2)

Represents three interest-rate swap contracts with an aggregate notional amount of $45.6 million which hedge fluctuations in interest payments on variable-rate secured debt due to overall changes in hedged cash flows.

(3)

Acquired in conjunction with mortgage debt assumed related to real estate acquired on December 28, 2010. Hedges fluctuations in interest payments on variable-rate secured debt due to fluctuations in the underlying benchmark interest rate.

(4)

Hedges fluctuations in interest payments on variable-rate secured and unsecured debt due to fluctuations in the underlying benchmark interest rate.

(5)

Currency swap contract (buy USD/sell GBP) hedges the foreign currency exchange risk related to a portion of the Company's forecasted interest receipts on GBP denominated senior unsecured notes. Represents seven foreign exchange contracts to sell £7.2 million at a rate of $1.5695 on various dates between June 2013 and June 2016.

Schedule of effect of change in interest and foreign currancy rate

The following table summarizes the results of the analysis performed (dollars in thousands):

		Effects of Change in Interest and Foreign Currency Rates
Date Entered	Maturity Date	+50 Basis Points			-50 Basis Points			+100 Basis Points			-100 Basis Points
July 2005	July 2020	$	1,675		$	(1,578	)	$	3,301		$	(3,204	)
November 2008	October 2016		516			(468	)		1,008			961
July 2009	July 2013		33			(36	)		67			(70	)
July 2012	June 2016		3,906			(3,694	)		7,706			(7,494	)
July 2012	June 2016		(588	)		237			(1,000	)		649

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Compensation Plans (Details 2) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended													1 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Stock Options	Dec. 31, 2011 Stock Options	Dec. 31, 2010 Stock Options	Dec. 31, 2012 Restricted Stock and Performance Restricted Stock Units	Dec. 31, 2011 Restricted Stock and Performance Restricted Stock Units	Dec. 31, 2010 Restricted Stock and Performance Restricted Stock Units	Dec. 31, 2012 Restricted Stock and Performance Restricted Stock Units Minimum	Dec. 31, 2012 Restricted Stock and Performance Restricted Stock Units Maximum	Dec. 31, 2012 Restricted stock	Dec. 31, 2012 Restricted Stock Units	Aug. 31, 2006 Restricted Stock Units Chairman and Chief Executive Officer	Dec. 31, 2012 Restricted Stock Units Chairman and Chief Executive Officer	Dec. 31, 2012 23.34 - 25.52 Stock Options	Dec. 31, 2012 27.11 - 28.35 Stock Options	Dec. 31, 2012 31.95 - 41.64 Stock Options
Shares Authorized under Stock Option Plan Exercise Price Range
Exercise Price Range, Lower Range Limit (in dollars per share)																$ 23.34	$ 27.11	$ 31.95
Exercise Price Range, Upper Range Limit (in dollars per share)																$ 25.52	$ 28.35	$ 41.64
Shares under Options (in shares)				3,127,000												910,000	739,000	1,478,000
Weighted Average Exercise Price (in dollars per share)				$ 31.16												$ 23.34	$ 28.28	$ 37.41
Weighted Average Remaining Contractual Term				6 years 10 months 24 days												6 years 1 month 6 days	6 years 9 months 18 days	7 years 4 months 24 days
Currently Exercisable - Shares Under Options (in shares)				539,000												54,000	210,000	275,000
Currently Exercisable - Weighted Average Exercise Price (in dollars per share)				$ 32.09												$ 23.34	$ 28.12	$ 36.84
Share-based Compensation Arrangement by Share-based Payment Award, Options Unvested
Unvested at the beginning of the period (in shares)				3,285,000
Granted (in shares)				455,000
Vested (in shares)				(1,138,000)
Forfeited (in shares)				(14,000)
Unvested at the end of the period (in shares)				2,588,000	3,285,000
Unvested at the beginning of the period, weighted average grant date fair value (in dollars per share)				$ 3.77
Granted, weighted average grant date fair value (in dollars per share)				$ 6.34	$ 5.97	$ 5.17
Vested, weighted average grant date fair value (in dollars per share)				$ 3.59
Forfeited, weighted average grant date fair value (in dollars per share)				$ 3.67
Unvested at the end of the period, weighted average grant date fair value (in dollars per share)				$ 4.30	$ 3.77
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Information
Total vesting date intrinsic values (at vesting) of shares under options vested				$ 18.0	$ 15.8	$ 10.7
Total intrinsic value of vested shares under options at the end of the period				7.0
Proceeds received from options exercised				51.6	30.8	6.3
Total intrinsic value (at exercise) of options exercised				51.0	13.4	2.3
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology
Implied volatility traded option on common stock period				30 days
Risk-free rate (as a percent)				1.09%	2.58%	2.77%
Expected life				5 years 10 months 24 days	6 years 6 months	6 years 3 months 18 days
Expected volatility (as a percent)				32.70%	31.80%	35.00%
Expected dividend yield (as a percent)				5.90%	6.10%	6.20%
Restricted Stock and Performance Restricted Stock Units
Stock-based awards, vesting period										3 years	5 years				10 years
Performance restricted stock unit is convertible into common stock (in shares)							1.00
Shares withheld to offset tax withholding obligations (in shares)							361,000	136,000	154,000
Weighted-average remaining vesting period of restricted stock and restricted stock units							3 years
Total fair values (at vesting) of restricted stock and restricted stock units vested							38.6	14.4	12.5
Unvested restricted stock and performance restricted stock units activity
Unvested at the beginning of the period (in shares)												339,000	1,478,000
Granted (in shares)													456,000	219,000
Vested (in shares)												(186,000)	(707,000)
Forfeited (in shares)												(8,000)	(7,000)
Unvested at the end of the period (in shares)												145,000	1,220,000		317,000
Unvested at the beginning of the period, Weighted Average Grant Date Fair Value (in dollars per share)												$ 27.75	$ 32.59
Granted, Weighted Average Grant Date Fair Value (in dollars per share)													$ 41.67
Vested, Weighted Average Grant Date Fair Value (in dollars per share)												$ 27.55	$ 33.03
Forfeited, Weighted Average Grant Date Fair Value (in dollars per share)												$ 26.72	$ 38.29
Unvested at the end of the period, Weighted Average Grant Date Fair Value (in dollars per share)												$ 27.24	$ 35.16
Employee Benefit Plan
Matching contribution by Company, maximum percentage of participant's eligible compensation	4.00%
Matching contributions to Employee Benefit Plan	$ 0.8	$ 0.8	$ 0.9

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Intangibles (Details) (USD $)	12 Months Ended												12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 04, 2012 Senior housing item	Oct. 31, 2012 Senior housing item	Dec. 31, 2012 Blackstone JV Senior housing item	Dec. 04, 2012 Blackstone JV Senior housing item	Oct. 31, 2012 Blackstone JV Senior housing item	Dec. 31, 2012 Below-market	Dec. 31, 2011 Below-market	Dec. 31, 2012 Lease-up intangibles	Dec. 31, 2011 Lease-up intangibles	Dec. 31, 2012 Lease-up intangibles Blackstone JV Senior housing	Dec. 31, 2012 Tenant leases Above-market	Dec. 31, 2011 Tenant leases Above-market	Dec. 31, 2012 Ground leases Above-market	Dec. 31, 2011 Ground leases Above-market	Dec. 31, 2012 Ground leases Below-market	Dec. 31, 2011 Ground leases Below-market
Intangible assets and liabilities
Gross intangible lease assets	$ 793,822,000	$ 571,537,000									$ 581,742,000	$ 385,148,000		$ 153,141,000	$ 145,374,000			$ 58,939,000	$ 41,015,000
Accumulated depreciation and amortization	(241,121,000)	(199,147,000)
Total amortization of intangible assets	552,701,000	372,390,000
Gross intangible lease liabilities	198,824,000	208,239,000							192,733,000	206,460,000						6,091,000	1,779,000
Accumulated depreciation and amortization	(92,915,000)	(90,462,000)
Net intangible lease liabilities	105,909,000	117,777,000
Number of senior housing communities				2	127	129	2	127
Remaining weighted-average amortization period of intangible assets	12 years	11 years											15 years
Approximate remaining weighted-average amortization period of unfavorable market lease intangibles	8 years	8 years
Additional revenues from the amortization of net below market lease intangibles included in rental income	4,000,000	6,200,000	8,200,000
Additional expense from the amortization of net above market ground lease intangibles included in operating expenses	700,000	600,000	400,000
Additional expense from the amortization of lease-up and non-compete agreement intangibles included in depreciation and amortization expense	43,700,000	44,800,000	45,700,000
Estimated aggregate amortization of Intangible Assets
Estimated aggregate amortization of intangible assets, 2013	72,684,000
Estimated aggregate amortization of intangible assets, 2014	67,943,000
Estimated aggregate amortization of intangible assets, 2015	64,078,000
Estimated aggregate amortization of intangible assets, 2016	59,674,000
Estimated aggregate amortization of intangible assets, 2017	52,452,000
Estimated aggregate amortization of intangible assets, thereafter	235,870,000
Net intangible assets	552,701,000	372,390,000
Estimate aggregate amortization of Intangible Liabilities
Estimated aggregate amortization of intangible liabilities, 2013	16,772,000
Estimated aggregate amortization of intangible liabilities, 2014	16,261,000
Estimated aggregate amortization of intangible liabilities, 2015	15,696,000
Estimated aggregate amortization of intangible liabilities, 2016	15,150,000
Estimated aggregate amortization of intangible liabilities, 2017	12,787,000
Estimated aggregate amortization of intangible liabilities, thereafter	29,243,000
Total amortization of intangible liabilities	$ 105,909,000

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Earnings Per Common Share

12 Months Ended

Dec. 31, 2012

Earnings Per Common Share

Earnings Per Common Share

(19) Earnings Per Common Share

        The following table illustrates the computation of basic and diluted earnings per share (dollars in thousands, except per share data):

	Year Ended December 31,
	2012			2011			2010
Numerator
Income from continuing operations	$	812,884		$	547,338		$	315,346
Noncontrolling interests' share in continuing operations		(12,411	)		(15,484	)		(13,563	)
Income from continuing operations applicable to HCP, Inc.		800,473			531,854			301,783
Preferred stock dividends		(17,006	)		(21,130	)		(21,130	)
Participating securities' share in continuing operations		(3,245	)		(2,459	)		(2,081	)
Income from continuing operations applicable to common shares		780,222			508,265			278,572
Discontinued operations		33,958			7,156			29,049
Noncontrolling interests' share in discontinued operations		(1,891	)		(119	)		(123	)
Net income applicable to common shares	$	812,289		$	515,302		$	307,498
Denominator
Basic weighted average common shares		427,047			398,446			305,574
Dilutive potential common shares		1,269			1,772			1,326
Diluted weighted average common shares		428,316			400,218			306,900
Basic earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.10
Net income applicable to common stockholders	$	1.90		$	1.29		$	1.01
Diluted earnings per common share
Income from continuing operations	$	1.83		$	1.28		$	0.91
Discontinued operations		0.07			0.01			0.09
Net income applicable to common shares	$	1.90		$	1.29		$	1.00

        Restricted stock and certain of the Company's performance restricted stock units are considered participating securities, because dividend payments are not forfeited even if the underlying award does not vest, which require the use of the two-class method when computing basic and diluted earnings per share.

        Options to purchase approximately 0.6 million, 1.1 million and 1.9 million shares of common stock that had an exercise price in excess of the average market price of the common stock during the years ended December 31, 2012, 2011 and 2010, respectively, were not included because they are anti-dilutive. Additionally, six million shares issuable upon conversion of four million DownREIT units during the years ended December 31, 2012, 2011 and 2010 were not included because they are anti-dilutive.

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Commitments and Contingencies (Details 3) (USD $) In Millions, unless otherwise specified	1 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2012	Dec. 31, 2012 Brookdale Senior Living	Dec. 31, 2011 Brookdale Senior Living	Dec. 31, 2010 Brookdale Senior Living	Sep. 02, 2011 Brookdale Senior Living item
Commitments and contingencies
Number of senior housing communities						37
Number of senior housing communities assumed in existing triple-net lease						9
Number of senior housing communities in new triple-net lease						4
Number of senior housing communities assumed formerly managed by Horizon Bay						3
Number of senior housing communities developed by HCP						1
Interest in real estate and operations of senior living communities (as a percent)						10.00%
Number of senior living communities operated in a RIDEA structure						21
Purchase of equity marketable securities	$ 22.4
Concentration risk, revenue			143	47
Concentration risk, operating expenses			91	30
Concentration risk, increase in revenue					29
Concentration risk, increase in operating expenses					26
Third party debt collateralized by facilities, debt amount (maturing in May 1, 2025)		117
Third party debt collateralized by facilities, asset carrying amount (maturing in May 1, 2025)		$ 374

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HCR ManorCare Acquisition (Tables) (HCR ManorCare)

12 Months Ended

Dec. 31, 2012

HCR ManorCare

Acquisition

Schedule of total purchase price consideration paid

The HCR ManorCare Acquisition total purchase price is as follows (in thousands):

	April 7, 2011
Payment of aggregate cash consideration, net of cash acquired	$	3,801,624
HCP's loan investments in HCR ManorCare's debt settled at fair value(1)		1,990,406
Assumed HCR ManorCare accrued liabilities at fair value(2)		224,932
Total purchase consideration	$	6,016,962
Legal, accounting and other fees and costs(3)	$	26,839

(1)

The Company recognized a gain of approximately $23 million, included in interest income, which represents the fair value of the Company's existing mezzanine and mortgage loan investments in HCR ManorCare in excess of its carrying value on the acquisition date.

(2)

In August 2011, the Company paid or refunded these amounts to certain taxing authorities or the seller. These August 2011 cash payments are included in the "cash used in the HCR ManorCare Acquisition, net of cash acquired" that is presented in the 2011 consolidated statement of cash flows under investing activities.

(3)

Represents estimated fees and costs of $15.5 million and $11.3 million that were expensed and included in general and administrative expense and interest expense, respectively. These charges are directly attributable to the transaction and represent non-recurring costs.

Summary of fair values of assets acquired and liabilities assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date of April 7, 2011 (in thousands):

Assets acquired
Net investments in direct financing leases	$	6,002,074
Cash and cash equivalents		6,996
Intangible assets		14,888
Total assets acquired		6,023,958
Total liabilities assumed		224,932
Net assets acquired	$	5,799,026

Schedule of pro forma results of operations

The following unaudited pro forma consolidated results of operations assume that the HCR ManorCare Acquisition, including the Company's ownership interest in the operations of HCR ManorCare, was completed as of January 1 for each of the periods presented below (in thousands, except per share amounts):

	Year Ended December 31,
	2011		2010
Revenues	$	1,807,355	$	1,690,899
Net income		659,514		745,119
Net income applicable to HCP, Inc.		643,911		731,433
Basic earnings per common share	$	1.53	$	1.86
Diluted earnings per common share		1.52		1.85

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies

Commitments and Contingencies

(12) Commitments and Contingencies

• Legal Proceedings

        From time to time, the Company is a party to legal proceedings, lawsuits and other claims that arise in the ordinary course of the Company's business. Except as described in this Note 12, the Company is not aware of any other legal proceedings or claims that it believes may have, individually or taken together, a material adverse effect on the Company's business, prospects, financial condition, results of operations or cash flows. The Company's policy is to accrue legal expenses as they are incurred.

        On May 3, 2007, Ventas, Inc. ("Ventas") filed a complaint against the Company in the United States District Court for the Western District of Kentucky alleging, among other things, that the Company interfered with Ventas's prospective business advantage in connection with Ventas's 2007 acquisition of Sunrise Senior Living Real Estate Investment Trust ("Sunrise REIT"). Ventas sought compensatory damages in excess of $300 million plus punitive damages. Prior to the jury deliberations, the District Court dismissed, among other rulings, Ventas's claim for punitive damages. On September 4, 2009, the jury returned a verdict in favor of Ventas in the amount of approximately $102 million. The Company recognized $102 million as a provision for litigation expense during the three months ended September 30, 2009. Both Ventas and the Company appealed various rulings of the District Court and the jury verdict to the United States Sixth Circuit Court of Appeals. On May 17, 2011, the Sixth Circuit Court of Appeals held that the District Court erred by not submitting Ventas's claim for punitive damages to the jury, and affirmed the District Court's judgment in all other respects. On August 23, 2011, the Company paid Ventas $102 million resulting from the jury verdict. On November 9, 2011, the Company and Ventas settled all claims relating to the litigation and the Company paid $125 million to Ventas in addition to the $102 million paid in August 2011.

        On June 29, 2009, several of the Company's subsidiaries, together with three of its tenants, filed complaints in the Delaware Court of Chancery (the "Court of Chancery") against Sunrise Senior Living, Inc. and three of its subsidiaries ("Sunrise"). One of the complaints, which related to four of the 64 communities subject to the dispute, was removed on July 24, 2009 to the United States District Court for the Eastern District of Virginia (the "Virginia District Court"). On April 30, 2010, the Virginia District Court dismissed all claims before it, and each party filed a notice of appeal regarding the decision with the United States Court of Appeals for the Fourth Circuit.

        On August 31, 2010, the Company entered into agreements with Sunrise in which: (i) the Company acquired the right to terminate management contracts on 27 of the 75 senior housing communities owned by the Company (these 27 communities were leased to tenants that had entered into management contracts with Sunrise); (ii) Sunrise agreed to limit certain fees and charges associated with the in-place management contracts of the remaining 48 communities, where such limitations were consistent with the parties' budgetary rights and obligations under existing agreements; (iii) the Company agreed to fund certain capital expenditures at the remaining 48 communities, and (iv) both parties dismissed all of the previous litigation proceedings that were filed against each other. The Company agreed to pay Sunrise $50 million for the right to terminate the management contracts of the 27 communities; after taking into account the rights to approximately $9 million of working capital that the Company received in conjunction with acquiring these termination rights, the net cost to acquire the termination rights was $41 million. The Company had marketed for lease the 27 communities to a limited group of operators, and prior to August 31, 2010, had received a favorable bid and an executed non-binding term sheet from Emeritus Corporation ("Emeritus"). On October 18, 2010, the Company executed two triple-net master leases with Emeritus for the 27 communities on terms consistent with a non-binding term sheet agreed to by the Company and Emeritus in August 2010, including fixed lease terms of 15 years and two 10 year extension options. Shortly thereafter, on October 31, 2010, the Company exercised its rights under the existing lease contracts to terminate the leases with the tenants that had entered into the management contracts with Sunrise for a payment of $2 million. The term of the new Emeritus leases commenced on November 1, 2010, immediately after such termination.

        The Company capitalized the $41 million cost for the above termination rights as an initial direct leasing cost of the new leases as it determined that: (i) acquiring the right to terminate Sunrise's long-term management contracts was essential to enable the Company to lease such communities to another operator; and (ii) prior to August 31, 2010, the leasing transaction with Emeritus was reasonably assured. The initial direct leasing costs will be amortized over the initial 15-year term of the new leases with Emeritus. Further, the Company concluded that no amount of the $50 million paid to Sunrise should be allocated to the dismissed litigation or to the existing leases on the 48 remaining communities, because the Company believed that: (i) as ruled by the Virginia District Court, Sunrise's counterclaims lacked merit and had no value, and the claims remaining in the Chancery Court arose from similar facts and were expected to be decided on the basis of similar law; (ii) Sunrise's agreement to limit certain fees on the remaining 48 communities, and the Company's agreement to fund certain capital expenditures at the communities, were each consistent with the Company's and Sunrise's obligations, respectively under the existing agreements; and (iii) the incremental value gained by the reasonably assured future rents from Emeritus and the acquired working capital exceeded the payment to Sunrise.

• Concentration of Credit Risk

        Concentrations of credit risks arise when a number of operators, tenants or obligors related to the Company's investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company regularly monitors various segments of its portfolio to assess potential concentrations of risks. The Company does not have significant foreign operations.

        The following table provides information regarding the Company's concentration with respect to certain operators; the information provided is presented for the gross assets and revenues that are associated with certain operators as percentages of the respective segment's and total Company's gross assets and revenues:

• Segment Concentrations:

	Percentage of Senior Housing Gross Assets				Percentage of Senior Housing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		11		14		11		10		—
Brookdale(2)		11		14		14		22		11
Emeritus(3)		35		19		23		24		14
Sunrise(3)(4)		17		22		15		19		21

	Percentage of Post-Acute/ Skilled Nursing Gross Assets				Percentage of Post-Acute/ Skilled Nursing Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		89		94		90		84		30

• Total Company Concentrations:

	Percentage of Total Company Gross Assets				Percentage of Total Company Revenues
	December 31,				Year Ended December 31,
Operators	2012		2011		2012		2011		2010
HCR ManorCare(1)		31		35		30		27		9
Brookdale(2)		4		5		5		7		5
Emeritus(3)		13		6		8		7		6
Sunrise(3)(4)		7		7		5		6		9

(1)

On April 7, 2011, the Company completed the acquisition of HCR ManorCare's real estate assets, which included the settlement of the Company's HCR ManorCare debt investments, see Notes 3 and 7 for additional information.

(2)

As of December 31, 2012 and 2011, Brookdale Senior Living ("Brookdale") percentages do not include $692 and $683 million, respectively, of senior housing assets related to 21 senior housing facilities that Brookdale operates (beginning September 1, 2011) on the Company's behalf under a RIDEA structure. Assuming that these assets were attributable to Brookdale, the percentage of combined segment and total assets attributable to Brookdale would be 20% and 8%, respectively, as of December 31, 2012, and 26% and 9%, respectively, as of December 31, 2011. For the years ended December 31, 2012 and 2011, Brookdale percentages do not include $143 million and $47 million, respectively, of senior housing revenues, related to 21 senior housing facilities that Brookdale operates on the Company's behalf under a RIDEA structure. Assuming that these revenues were attributable to Brookdale, the percentage of combined segment and total revenues attributable to Brookdale would be 36% and 12%, respectively, for the year ended December 31, 2012 and 31% and 10%, respectively, for the year ended December 31, 2011.

(3)

27 properties formerly operated by Sunrise were transitioned to Emeritus effective November 1, 2010. For the year ended December 31, 2010, Sunrise percentages exclude $33 million of revenues for 27 properties due to the consolidation of four VIEs from August 31 2010 to November 1, 2010. Assuming that these revenues were attributable to Sunrise, the percentage of segment and total revenues for Sunrise would be 28% and 12%, respectively, for the year ended December 31, 2010. Percentage of total revenues from Emeritus for the year ended December 31, 2012 includes partial results for Blackstone JV acquisition. Assuming that full-year results were included for this acquisition in the Company's 2012 revenues, the percentage of segment revenues and total revenues would be 36% and 12%, respectively.

(4)

Certain of the Company's properties are leased to tenants who have entered into management contracts with Sunrise to operate the respective property on their behalf. The Company's concentration of gross assets includes properties directly leased to Sunrise and properties that are managed by Sunrise on behalf of third party tenants.

        On September 1, 2011, the Company completed a strategic venture with Brookdale that includes the operation of 37 HCP-owned senior living communities previously leased to or operated by Horizon Bay Retirement Living ("Horizon Bay"). As part of this transaction, Brookdale acquired Horizon Bay and: (i) assumed an existing triple-net lease for nine HCP communities; (ii) entered into a new triple-net lease related to four HCP communities; (iii) assumed Horizon Bay's management of three HCP communities, one of which was recently developed by HCP; and (iv) entered into management contracts and a joint venture agreement for a 10% interest in the real estate and operations for 21 of the Company's communities that are in a RIDEA structure. In connection with these transactions, the Company purchased approximately one million shares of Brookdale's common stock in June 2011 (see Note 10 for additional information regarding these marketable equity securities).

        Under the provisions of RIDEA, a REIT may lease "qualified health care properties" on an arm's length basis to a TRS if the property is operated on behalf of such subsidiary by a person who qualifies as an "eligible independent contractor." The year ended December 31, 2012 includes $143 million and $91 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities operated by Brookdale beginning September 1, 2011. The year ended December 31, 2011 includes $47 million and $30 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for the 21 RIDEA facilities.

        The year ended December 31, 2010 includes increases of $29 million and $26 million in revenues and operating expenses, respectively, as a result of reflecting the facility-level results for 27 facilities leased to four VIE tenants operated by Sunrise that were consolidated, for the period from August 31, 2010 to November 1, 2010, as a result of the termination rights the Company acquired from the settlement agreement discussed above. See Note 21 for additional information regarding VIEs.

        To mitigate credit risk of leasing properties to certain senior housing and post-acute/skilled nursing operators, leases with operators are often combined into portfolios that contain cross-default terms, so that if a tenant of any of the properties in a portfolio defaults on its obligations under its lease, the Company may pursue its remedies under the lease with respect to any of the properties in the portfolio. Certain portfolios also contain terms whereby the net operating profits of the properties are combined for the purpose of securing the funding of rental payments due under each lease.

        At December 31, 2012 and 2011, the Company's gross real estate assets in the state of California, excluding assets held-for-sale, represented approximately 20% and 23% of the Company's total assets, respectively. For the year ended December 31, 2012, the Company's revenues derived from properties located in the states of California, Texas and Florida represented approximately 22%, 12% and 10% of the Company's total revenues, respectively.

• DownREIT LLCs

        In connection with the formation of certain DownREIT limited liability companies ("LLCs"), members may contribute appreciated real estate to a DownREIT LLC in exchange for DownREIT units. These contributions are generally tax-deferred, so that the pre-contribution gain related to the property is not taxed to the member. However, if a contributed property is later sold by the DownREIT LLC, the unamortized pre-contribution gain that exists at the date of sale is specifically allocated and taxed to the contributing members. In many of the DownREITs, the Company has entered into indemnification agreements with those members who contributed appreciated property into the DownREIT LLC. Under these indemnification agreements, if any of the appreciated real estate contributed by the members is sold by the DownREIT LLC in a taxable transaction within a specified number of years, the Company will reimburse the affected members for the federal and state income taxes associated with the pre-contribution gain that is specially allocated to the affected member under the Code ("make-whole payments"). These make-whole payments include a tax gross-up provision. These indemnification agreements have expiration terms that range through 2033.

• Credit Enhancement Guarantee

        Certain of the Company's senior housing facilities serve as collateral for $117 million of debt (maturing May 1, 2025) that is owed by a previous owner of the facilities. This indebtedness is guaranteed by the previous owner who has an investment grade credit rating. These senior housing facilities, which are classified as DFLs, had a carrying value of $374 million as of December 31, 2012.

• Environmental Costs

        The Company monitors its properties for the presence of hazardous or toxic substances. The Company is not aware of any environmental liability with respect to the properties that would have a material adverse effect on the Company's business, financial condition or results of operations. The Company carries environmental insurance and believes that the policy terms, conditions, limitations and deductibles are adequate and appropriate under the circumstances, given the relative risk of loss, the cost of such coverage and current industry practice.

• General Uninsured Losses

        The Company obtains various types of insurance to mitigate the impact of property, business interruption, liability, flood, windstorm, earthquake, environmental and terrorism related losses. The Company attempts to obtain appropriate policy terms, conditions, limits and deductibles considering the relative risk of loss, the cost of such coverage and current industry practice. There are, however, certain types of extraordinary losses, such as those due to acts of war or other events that may be either uninsurable or not economically insurable. In addition, the Company has a large number of properties that are exposed to earthquake, flood and windstorm occurrences for which the related insurances carry high deductibles.

• Tenant Purchase Options

        Certain leases contain purchase options whereby the tenant may elect to acquire the underlying real estate. Annualized lease payments (base rent only) to be received from these leases, including DFLs, subject to purchase options, in the year that the purchase options are exercisable, are summarized as follows (dollars in thousands):

Year	Annualized Base Rent(1)		Number of Properties
2013	$	42,700		23
2014		36,666		15
2015		16,702		15
2016		38,933		18
2017		1,685		2
Thereafter		96,859		58
	$	233,545		131

(1)

Represents the most recent month's base rent including additional rent floors and cash income from direct financing leases annualized for 12 months. Base rent does not include tenant recoveries, additional rents in excess of floors and non-cash revenue adjustments (i.e., straight-line rents, amortization of above and below market lease intangibles, DFL interest accretion and deferred revenues).

• Rental Expense

        The Company's rental expense attributable to continuing operations for the years ended December 31, 2012, 2011 and 2010 was approximately $7 million, $6 million and $6 million, respectively. These rental expense amounts include ground rent and other leases. Ground leases generally require fixed annual rent payments and may also include escalation clauses and renewal options. These leases have terms that are up to 99 years, excluding extension options. Future minimum lease obligations under non-cancelable ground and other operating leases as of December 31, 2012 were as follows (in thousands):

Year	Amount
2013	$	7,734
2014		7,119
2015		6,372
2016		5,228
2017		4,797
Thereafter		193,324
	$	224,574