54-10 Agreement

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