54-10 Agreement

a document with a facsimile signature may, by Notice to the other, require the prompt delivery of an original signature to evidence and confirm the delivery of the facsimile signature. Purchaser and Seller each intend to be bound by its respective facsimile transmitted signature, and is aware that the other party will rely thereon, and each party waives any defenses to the enforcement of the Agreement, and documents, and any Notices delivered by facsimile transmission. 12.21 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.22 Cumulative Remedies. No remedy conferred upon a party in this Agreement is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or - 28 - GENBUS/718957.4

hereafter existing at law, in equity or by statute (except as otherwise expressly herein provided). 12.23 Consents and Approvals. Except as otherwise expressly provided herein, any approval or consent provided to be given by a party hereunder may be given or withheld in the absolute discretion of such party. 12.24 WAIVER OF JURY TRIAL. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 12.25 Tax Deferred Exchange. Purchaser and Seller acknowledge that either party may wish to structure this transaction as a tax deferred exchange of like kind property within the meaning of Section 1031 of the Internal Revenue Code. Each party agrees to reasonably cooperate with the other party to effect such an exchange; provided, however, that (a) the cooperating party shall not be required to acquire or take title to any exchange property, (b) the cooperating party shall not be required to incur any expense or liability whatsoever in connection with the exchange, including, without limitation, any obligation for the payment of any escrow, title, brokerage or other costs including attorneys’ fees incurred with respect to the exchange, (c) no substitution of the effectuating party shall release said party from any of its obligations, warranties or representations set forth in this Agreement or from liability for any prior or subsequent default under this Agreement by the effectuating party, its successors, or assigns, which obligations shall continue as the obligations of a principal and not of a surety or guarantor, (d) the effectuating party shall give the cooperating party at least two (2) business days prior notice of the proposed changes required to effect such exchange and the identity of any party to be substituted in the escrow, (e) the effectuating party shall be responsible for preparing all additional agreements, documents and escrow instructions (collectively, the “ Exchange Documents”) required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making

ements, documents and escrow instructions (collectively, the “ Exchange Documents”) required by the exchange, at its sole cost and expense, (f) the effectuating party shall be responsible for making all determinations as to the legal sufficiency, tax considerations and other considerations relating to the proposed exchange, the Exchange Documents and the transactions contemplated thereby, and the cooperating party shall in no event be responsible for, or in any way be deemed to warrant or represent any tax or other consequences of the exchange transaction, and (g) the election to effect such an exchange shall not delay the Closing of the transaction as defined herein. 12.26 Lending Group Consent and Approval. Seller hereby discloses to Purchaser that Seller must obtain the approval of this Agreement and the consent to the transaction contemplated by this Agreement from the Lending Group, which is the beneficiary under a mortgage and security agreement. [Signatures are on the following page.] - 29 - GENBUS/718957.4

GENBUS/718957.4 - 30-

EXECUTION IN WITNESS WHEREOF, the parties hereto have caused this Purchase and Sale Agreement to be executed as of the ____ day of ____________, 2010. SELLER: Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company By: Sunrise Senior Living Services, Inc., a Delaware corporation, its sole member By: __________________________ Name: ____________________ Title: ____________________ PURCHASER: Township of West Orange, New Jersey By: Name: Title: S-1 GENBUS/718957.4

Exhibit “A” Legal Description of Property All that certain plot, piece or parcel of land, with the building and improvements thereon erected, situate, lying and being in the Township of West Orange, County of Essex, State of New Jersey, bounded and described as follows: BEGINNING at a point in the Northerly line of Mount Pleasant Avenue distant Easterly therein 839.20 feet from the corner formed by the said Northerly line of Mount Pleasant Avenue and the Easterly line of Ellison Avenue, said point being the Southeast comer of Lot 25.05 in Block 172.25 as shown on the Tax Maps of the Township of West Orange; and from thence running 1. North 19 degrees 59 minutes 42 seconds East along the Easterly lien of said lot 356.39 feet to a point in the Southerly line of a 30 foot wide right of way; thence 2. South 87 degrees 37 minutes 00 seconds East along the said right of way line 72.41 feet to an angle in same; thence 3. South 73 degrees 21 minutes 10 seconds East still along the said right of way line 516.46 feet to a point and corner, being in the Westerly line of Lot 20.01 on said Tax Map; thence 4. South 26 degrees 47 minutes 00 seconds West along the said Westerly line of Lot 20.01 and Lot 20.02 a distance of 218.22 feet to the Northwest corner of Lot 19 on said map; 5. South 25 degrees 40 minutes 15 seconds West along the Westerly line of Lot 19 a distance of 393.93 feet to a point in the aforesaid Northerly line of Mount Pleasant Avenue, said point being distant Westerly 1511.14 feet from the intersection of said Northerly line with the Westerly line of Caroline Avenue; thence 6. Northwesterly along the said Northerly line on a curve deflecting to the right; the radius of which being 215.86 feet subtended by an angle of 36 degrees 26 minutes 56 seconds the chord of which bears North 66 degrees 53 minutes 28 seconds West and 135.02 feet in length, an arc distance of 137.32 feet to a point of tangency; thence 7. North 48 degrees 40 minutes 00 seconds West still along the said Northerly line of Mount Pleasant Avenue 408.63 feet to the point and place of BEGINNING. Commonly known as: 577 Mount Pleasant Avenue West Orange, New Jersey

ant Avenue 408.63 feet to the point and place of BEGINNING. Commonly known as: 577 Mount Pleasant Avenue West Orange, New Jersey Block 23 Lot 172.25 Tax Map of the Township of West Orange Exhibit A, Page 1 GENBUS/718957.4

Exhibit “B” FORM OF ESCROW AGREEMENT FOR EARNEST MONEY DEPOSIT [NOTE – PURCHASER MUST ALSO DELIVER TO ESCROW AGENT A FORM W-9 IN CONNECTION WITH THIS ESCROW AGREEMENT.] THIS ESCROW AGREEMENT FOR EARNEST MONEY DEPOSIT (this “Escrow Agreement”) is made effective as of ______________ __, 2010 (the “Effective Date”) by and among Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company (“ Seller”), Township of West Orange, New Jersey, a ________________ (“Purchaser”), and First American Title Insurance Company (“Escrow Agent”). WITNESSETH: WHEREAS, Seller and Purchaser are parties to a certain Purchase and Sale Agreement, dated as of the date hereof (the “Purchase Agreement”) for the sale of certain real property and improvements thereon located at 577 Mount Pleasant Avenue in West Orange, New Jersey, as described on Exhibit A of the Purchase Agreement and by this reference incorporated herein (the “Property”); WHEREAS, in accordance with the terms of the Purchase Agreement, Purchaser is required to deposit certain funds with Escrow Agent, which shall be placed in an interest-bearing account, under the exclusive supervision of Escrow Agent as security for the performance by Purchaser of Purchaser’s obligations under the Purchase Agreement, subject to the terms of the Purchase Agreement and this Escrow Agreement; WHEREAS, Seller, Purchaser and Escrow Agent wish to enter into this Escrow Agreement to provide for the terms under which such funds will be held and disbursed; WHEREAS, Seller and Purchaser wish to appoint Escrow Agent to act as Escrow Agent under the terms of this Escrow Agreement, and said Escrow Agent has agreed to accept such appointment under the terms of this Escrow Agreement; and WHEREAS, Purchaser’s Federal Tax Identification Number is [________________]. NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash in hand paid and for other good and valuable consideration, the receipt of which is hereby acknowledged by the parties, Seller, Purchaser and Escrow Agent hereby agree as follows: 1. The recitals set forth above are incorporated herein by this reference as substantive provisions of this Escrow Agreement and not mere recitals. All capitalized terms used herein and not herein defined will

citals set forth above are incorporated herein by this reference as substantive provisions of this Escrow Agreement and not mere recitals. All capitalized terms used herein and not herein defined will have the meaning ascribed to them in the Purchase Agreement. 2. Seller and Purchaser hereby appoint and designate Escrow Agent as Escrow Agent for the purposes herein set forth, and Escrow Agent hereby accepts said appointment. Escrow Agent acknowledges receipt of a copy of the Purchase Agreement, and to the extent any Exhibit B, Page 1 GENBUS/718957.4

provisions thereof apply to the Earnest Money Deposit, this Escrow Agreement or Escrow Agent, Escrow Agent agrees to comply with, and be bound by, the terms thereof. All terms and provisions contained in the Purchase Agreement relating to any of the foregoing are hereby incorporated herein by this reference. 3. When and as required by the Purchase Agreement, Purchaser has delivered or will deliver to Escrow Agent the Earnest Money Deposit. Upon receipt of each installment of the Earnest Money Deposit, Escrow Agent shall provide written notice to both Seller and Purchaser acknowledging such receipt. The Earnest Money Deposit shall promptly be placed in an interest -bearing account and all interest accrued thereon shall belong to Purchaser in all circumstances, except as set forth in the Purchase Agreement. At Closing, the Earnest Money Deposit and any interest thereon shall be credited against the cash balance of the Purchase Price to be paid by Purchaser on the Closing Date. 4. Escrow Agent shall continue to hold or release the Earnest Money Deposit and interest thereon, if any, in accordance with the Purchase Agreement until otherwise directed by joint written instructions signed by Seller and Purchaser or by a final judgment of a court having jurisdiction of the matter; provided, however, to the extent that the Purchase Agreement contains any provisions inconsistent with, or contrary to, the provisions of this Escrow Agreement, the Purchase Agreement shall remain as the agreement of the parties thereto, but Escrow Agent shall be guided by the terms of this Escrow Agreement. If the Purchase Agreement requires that the Earnest Money Deposit be returned to Purchaser, and Purchaser gives Seller written notice to that effect, with a copy of such notice being provided to Escrow Agent, then, unless Escrow Agent receives a written objection from Seller within five (5) business days after delivery of such notice to Seller, Escrow Agent shall immediately return the Earnest Money Deposit and any interest thereon to Purchaser as required by the Purchase Agreement, without any right in Seller to delay, impede or prevent such disbursement to Purchaser of the Earnest Money Deposit, and the parties shall have no further rights or obligations under this Escrow Agreement, at law or in equity. If the Purchase Agreement requires that the Earnest