54-10 Agreement

urchaser 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 Money Deposit be paid to Seller (i.e., if the Purchase Agreement is terminated and Purchaser does not have the express right to a refund of the same), and Seller give Purchaser 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 Purchaser within five (5) business days after delivery of such notice to Purchaser, Escrow Agent shall immediately pay the Earnest Money Deposit and any interest thereon to Seller as required by the Purchase Agreement, without any right in Purchaser to delay, impede or prevent such disbursement to Seller of the Earnest Money Deposit, and the parties shall have no further rights or obligations under this Escrow Agreement, at law or in equity. 5. Seller and Purchaser each agree to deliver to Escrow Agent, upon request, such further instruments and documents as may be reasonably requested by Escrow Agent in order to effectuate the terms and conditions of this Escrow Agreement or supervise the investment, maintenance and disbursement of the Earnest Money Deposit. 6. In no event shall Escrow Agent be liable for any act or failure to act under the provisions of the Purchase Agreement or this Escrow Agreement except where Escrow Agent’s acts are the result of its gross negligence or willful misconduct. Accordingly, Escrow Agent shall not incur any such liability with respect to (a) any action taken or omitted in good faith upon advice of its legal counsel given with respect to any questions relating to the duties and Exhibit B, Page 2 GENBUS/718957.4

responsibilities of Escrow Agent under this Escrow Agreement or the Purchase Agreement, or (b) any action taken or omitted in reliance on any instrument, including any written notice or instruction provided for in the Purchase Agreement, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a person or persons having authority to sign or present such instrument, and to conform with the provisions of this Escrow Agreement. Seller and Purchaser hereby jointly and severally indemnify Escrow Agent against any loss, liability, or damage (including costs of litigation and reasonable attorneys’ fees) arising from and in connection with the performance of Escrow Agent’s duties under this Escrow Agreement, whether such dispute arises between the parties hereto and others, or merely between themselves, it being understood and agreed that subject to the provisions of Section 4 of this Escrow Agreement, Escrow Agent may interplead such dispute and Seller and Purchaser will hold Escrow Agent harmless and indemnify it against all consequences and expenses which may be incurred by Escrow Agent in connection therewith, except those consequences and expenses arising by reason of Escrow Agent’s gross negligence or willful misconduct.. In the event of a dispute between any of the parties hereto sufficient in the sole discretion of Escrow Agent to justify its doing so, Escrow Agent shall be entitled to tender unto the registry or custody of any court of competent jurisdiction all funds comprising the Earnest Money Deposit in its hands held under the terms of this Escrow Agreement, together with such legal pleading as it deems appropriate, and thereupon be discharged. 7. The Earnest Money Deposit shall be deposited by Escrow Agent into a separate interest-bearing escrow account at a federally-insured financial institution acceptable to (or agreed to by) Purchaser, Seller and Escrow Agent, and shall be invested by Escrow Agent in a money market account, certificates of deposit or other investment(s) selected by Purchaser and agreed to in writing by Seller. If the financial condition of the financial institution in which the funds are held changes in any adverse way

deposit or other investment(s) selected by Purchaser and agreed to in writing by Seller. If the financial condition of the financial institution in which the funds are held changes in any adverse way which prohibits the ability of Escrow Agent to withdraw such funds in accordance with the terms of this Escrow Agreement, then Escrow Agent may move the Earnest Money Deposit to another financial institution that satisfies the requirements of this Section 7. 8. Any notices or other communications between the parties hereto shall be in writing and shall be given (i) hand delivery upon receipt, (ii) registered mail or certified mail, return receipt requested, postage prepaid, upon delivery to the address indicated in the Notice, (iii) by confirmed telecopy or facsimile transmission when sent, and (iv) overnight courier (next business day delivery) on the next business day at 12:00 noon, whichever shall occur first, as follows: To Seller: c/o Sunrise Senior Living Attention: Mr. Philip Kroskin 7900 Westpark Drive, Suite T-900 McLean, Virginia 22102 Telephone: (703) 854-0668 Facsimile: (703) 744-1885 With a copy to: Sunrise Senior Living, Inc. 7900 Westpark Drive, Suite T-900 Exhibit B, Page 3 GENBUS/718957.4

McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 744-1885 With a copy to: Arent Fox LLP 1050 Connecticut Avenue, N.W. Washington, D.C. 20036-5339 Attention: Mindy Pittell Hurwitz, Esq. Telephone: (202) 775-5721 Facsimile: (202) 857-6395 To Purchaser: Township of West Orange, New Jersey __________________________________ __________________________________ Attention: _________________________ Telephone: ________________________ Facsimile: ________________________ With a copy to: Richard D. Trenk, Esq. Trenk, DiPasquale, Webster, Della Fera & Sodono 347 Mount Pleasant Avenue, Suite 300 West Orange, NJ 07052 Telephone: (973) 243-8600 Facsimile: (973) 243-8677 To Escrow Agent: First American Title Insurance Company 1801 K Street, NW Suite 200K, 2nd Floor Washington, DC 20006 Attention: Craig Johnson Telephone: (202) 530-1456 Facsimile: (202) 530-1433 Any correctly addressed Notice that is refused, unclaimed or undelivered because of an act or omission of the party to be notified shall be considered to be effective as of the first day that the Notice was refused, unclaimed or considered undeliverable by the postal authorities, messenger or overnight delivery service. The parties hereto shall have the right from time to time, and at any time, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America, by giving to the other party at least ten (10) days prior Notice thereof, in the manner prescribed herein; provided, however, that to be effective, any such

ddress within the United States of America, by giving to the other party at least ten (10) days prior Notice thereof, in the manner prescribed herein; provided, however, that to be effective, any such change of address must be actually received (as evidenced by a return receipt). Telephone numbers and email addresses, if listed, are listed for convenience purposes only and not for the purposes of giving Notice pursuant to this Agreement. Any Notice that is required or permitted to be given by either party to the other under this Escrow Agreement may be given by such party or its legal counsel, who are hereby authorized to do so on the party’s behalf. 9. This Escrow Agreement and the rights and obligations under this Escrow Agreement shall be governed by and construed in accordance with the laws of the Exhibit B, Page 4 GENBUS/718957.4

Commonwealth of Virginia, without reference to the choice of law doctrine of such jurisdiction. 10. This Escrow Agreement is irrevocable and may only be amended by a written amendment executed by all the parties hereto. 11. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Escrow Agreement may be executed and delivered by facsimile. [Signatures appear on the following page] Exhibit B, Page 5 GENBUS/718957.4

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed effective as of the date first hereinbefore written. 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: ESCROW AGENT: First American Title Insurance Company By: Name: Title: Exhibit B, Page S-1 GENBUS/718957.4

Exhibit “C” Form of Deed Bargain & Sale Deed Prepared by: ___________________ Mindy Pittell Hurwitz, Esq. This Deed is made on _____________ __, 2010 BETWEEN SUNRISE WEST ORANGE NJ SENIOR LIVING, LLC, a Delaware limited liability company having its principal office at c/o Sunrise Senior Living 7900 Westpark Dr. Suite T-900 McLean, Virginia 22102 Referred to as the Grantor AND _________________________________, a __________________________ whose post office address is c/o _________________ ____________________ ____________________ referred to as the Grantee. The words "Grantor" and "Grantee" shall mean all Grantors and all Grantees listed above. Transfer of Ownership. The Grantor grants and conveys (transfers ownership of) the property described below to the Grantee. This transfer is made for the sum of TEN DOLLARS ($10.00). The Grantor acknowledges receipt of this money. Tax Map Reference. (N.J.S.A. 46:15-1.1) Municipality of West Orange Block No 23 Lot. No 172.25 Account No. N/A Qualifier No. N/A No property tax identification number is available on the date of this Deed. (Check box if applicable). Property. The property consists of the land and all the buildings and structures on the land located at 577 Mount Pleasant Avenue in the Township of West Orange, County of Essex and State of New Jersey as more fully described in the legal description attached hereto as Exhibit A. Please see attached legal description annexed hereto and made a part hereof. (Check box, if applicable.) Exhibit C, Page 1 GENBUS/718957.4

Being the same land and premises which became vested in Sunrise West Orange NJ Senior Living, LLC by bargain and sale deed from Sunrise Senior Living Services, Inc. (formerly known as Marriott Senior Living Services, Inc.), dated January 15, 2010 and recorded in the office of the Essex County Register January 20, 2010 in Deed Book 12236, Page 9789. Subject to all zoning ordinances, easements and restrictions of record, including without limitation, the exceptions described on Exhibit B attached hereto. Promises by Grantor. Except with respect to the easements, restrictions and exceptions referenced herein, the Grantor promises that the Grantor has done no act to encumber the property. [Remainder of page intentionally left blank.] Exhibit C, Page 2 GENBUS/718957.4

Signatures. This Deed is signed and attested to by the Grantor's proper corporate officers as of the date at the top of the first page. Its corporate seal is affixed. Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company Witnessed by:_________________________ By: Sunrise Senior Living Services, Inc., Name: __________________________ a Delaware corporation, Title: __________________________ its sole member By: __________________________ Name: ____________________ Title: ____________________ Exhibit C, Page S-1 GENBUS/718957.4