54-10 Agreement

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