54-10 Agreement

reasonable period of time for Seller to effectuate such cure. 9.3 Survival. Article IX shall survive the Closing. BROKERS Purchaser shall be responsible for the payment of any commission, finder’s fee or other sum initiated by any broker, commission agent or other person engaged or retained by Purchaser in connection with the transaction contemplated by this Agreement and Seller shall be responsible for the payment of any commission, finder’s fee or other sum initiated by any broker, commission agent or other person engaged or retained by Seller in connection with the transaction contemplated by this Agreement. Seller and Purchaser each agree to indemnify, protect, defend and hold the other harmless from and against any claims, actions, suits or demands, including reasonable attorney's fees for payment of any commission, finder’s fee or other sum initiated by any broker, commission agent or other person which such party or its representatives has engaged or retained or with which it has had discussions concerning or which shall be based upon any statement or agreement alleged to have been made by such party, in connection with the transaction contemplated by this Agreement or the sale of the Property by Seller. The provisions of this Article X shall survive the Closing. NOTICES Except as otherwise expressly provided in this Agreement, all notices, requests, demands and other communications hereunder (“Notice”) shall be in writing and shall be deemed delivered by (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

Telephone: (703) 854-0668 Facsimile: (703) 744-1885 With a copy to: Sunrise Senior Living, Inc. 7900 Westpark Drive, Suite T-900 McLean, Virginia 22102 Attn: General Counsel Facsimile: (703) 744-1885 With a copy to: Arent Fox LLP - 23 - GENBUS/718957.4