54-10 Agreement

COMMONWEALTH OF VIRGINIA SS: COUNTY OF FAIRFAX I CERTIFY that on January ___, 2010, ___________________, the ________________ of SUNRISE SENIOR LIVING SERVICES, INC., a Delaware corporation, which is the sole member of SUNRISE WEST ORANGE NJ SENIOR LIVING, LLC, a Delaware limited liability company, personally came before me and stated to my satisfaction that this person: (a) was the maker of the attached instrument; (b) was authorized to and did execute this Deed as the ________________ of SUNRISE SENIOR LIVING SERVICES, INC., which is the sole member of SUNRISE WEST ORANGE NJ SENIOR LIVING, LLC the entity named in this Deed; and (c) made this Deed for TEN DOLLARS ($10.00), as the full and actual consideration paid or to be paid for the transfer of title. (Such consideration is defined in N.J.S.A. 46:15-5). DEED Dated __________ __, 2010 Record and return to: Grantor SUNRISE WEST ORANGE NJ SENIOR LIVING, LLC, a Delaware limited liability company c/o Sunrise Senior Living 7900 Westpark Dr. Suite T-900 McLean, Virginia 22102 TO Grantee ______________________________ a ____________________________ whose post office address is c/o ____________________ _______________________ _______________________ Exhibit C, Page N-1 GENBUS/718957.4

EXHIBIT A TO FORM OF DEED LEGAL DESCRIPTION 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 8. 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 9. South 87 degrees 37 minutes 00 seconds East along the said right of way line 72.41 feet to an angle in same; thence 10. 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 11. 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; 12. 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 13. 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 14. 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 Block

venue 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 C, Page A-1 GENBUS/718957.4

EXHIBIT B TO FORM OF DEED EXCEPTIONS All matters of record, including without limitation the following: [To be inserted.] Exhibit C, Page B-1 GENBUS/718957.4

Exhibit “D” FORM OF NON-FOREIGN AFFIDAVIT CERTIFICATE OF NON-FOREIGN STATUS Section 1445 of the Internal Revenue Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a United States real property interest by Sunrise West Orange NJ Senior Living, LLC, a Delaware limited liability company ("Transferor"), the undersigned hereby certifies the following on behalf of the Transferor. 1. That the undersigned is the authorized signatory of the Transferor and, in such capacity, has actual knowledge of the matters set forth herein and is duly authorized to execute the certification for the purposes herein expressed; 2. That Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 3. That Transferor's U.S. employer identification number is ; 4. That Transferor's address is c/o Sunrise Senior Living, Inc., 7900 Westpark Drive, Suite T-900, McLean, VA 22102; and 5. That the undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee, Emeritus Corporation, and that any false statement contained herein could be punished by fine, imprisonment or both. [SIGNATURE ON THE FOLLOWING PAGE] Exhibit D, Page 1 GENBUS/718957.4

Under penalties of perjury, the undersigned declares as of _______________ _____, 2010, that the undersigned has examined this certification and, to the best of its knowledge and belief, it is true, correct and complete, and the undersigned further declares that it has the authority to sign this certification on behalf of Transferor. TRANSFEROR: 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: ____________________ COMMONWEALTH OF VIRGINIA ) ) ss. COUNTY OF FAIRFAX ) I, , a Notary Public for said County and State, do hereby certify that ___________ personally came before me this day and acknowledged that s/he is ____________ of _______________________________, and that s/he as such ____________, being authorized to do so, executed the foregoing on behalf of the corporation, in its capacity as ____________ of ____________________________. WITNESS my hand and Notarial Seal. Notary Public My Commission Expires: _______________ [Notary Seal] Exhibit D, Page S-1 GENBUS/718957.4

Exhibit “E” LIST OF PENDING LITIGATION [To be inserted.] Exhibit E, Page 1 GENBUS/718957.4