**Exhibit 10.62**AMENDED AND RESTATED GROUND LEASE AGREEMENT     This Amended and Restated Ground Lease Agreement (this “Lease”) made and entered into this29th day of August, 2003, by and between (i) PAUL J. KLAASSEN AND TERESA M.KLAASSEN (hereinafter together referred to as “Lessor”), and (ii) SUNRISE FAIRFAX ASSISTEDLIVING, L.L.C., a Virginia limited liability company (hereinafter referred to as “Lessee”).RECITALS     A. Lessor is the sole owner of certain real property (the “Original Property”) as describedin that certain Amended and Restated Lease Agreement and Assignment of Leasehold Right (the“Ground Lease”) entered into as of the 6th day of June, 1994 and recorded among theland records of Fairfax County, Virginia in Deed Book 9147 at page 1757, by and among Barbara M.Volentine and Teresa M. Klaassen, as beneficiaries of the Residuary Estate of the Last Will andTestament of Eldon J. Merritt, and Lowell John Johnson, Jr., the Executor of the Estate of EldonJ. Merritt, as lessor (the “Estate”), Sunrise Assisted Living Limited Partnership, as new lesseeand assignee, Assisted Living — Fairfax Associates, as current lessee and assignor, SunriseFoundation, Inc. (now known as “Sunrise Assisted Living Foundation” and hereinafter referredto as the “Foundation”), as sublessee, and Paul J. Klaassen and Teresa M. Klaassen, as original lessee.     B. By Special Warranty Deed made as of July 3, 1996, the Estate did convey unto Lessor theOriginal Property subject to the Ground Lease.     C. By a First Amendment to Amended and Restated Lease Agreement and Assignment ofLeasehold Right dated May 8, 2001 and recorded on May 11, 2001 in Deed Book 11897 at page 1595,all right, title and interest of Sunrise Assisted Living Limited Partnership, as lessee under theGround Lease, was assigned to Lessee.     D. The Foundation was a subtenant under the Ground Lease, pursuant to which the Foundationoccupied a portion of the Original Property (the “Subleased Premises”).     E. Pursuant to that certain plat attached to Deed of Subdivision (the “Subdivision Plat”)dated as of March 14, 2003, and recorded in Deed Book 14587 at page 1319, the Original Propertywas subdivided into two (2) parcels. One parcel is the portion of the Original Property occupiedby Lessee and not subject to the sublease to the Foundation. The second parcel is the same as theSubleased Premises. As a result of the Subdivision Plat, the Original Property may be leasedseparately to each of the Lessee and the Foundation.     F. Theparties hereto desire to amend and restate the Ground Lease in order to create twoseparate, independent leasehold estates, one with Lessee hereunder as lessee (“Parcel One”), andthe other with the Foundation as Lessee of the Subleased Premises (“Parcel Two”). Lessor issimultaneously with the execution hereof entering into a direct ground lease with the Foundation.
 

 
     NOW, THEREFORE, for and in consideration of the premises, the mutual covenants andconditions contained herein, and other good and valuable consideration, the parties heretodo agree as follows:     1. Premises. That certain real property located in Fairfax, Virginia, as moreparticularly described in Exhibit A hereto, together with all existing easements andcovenants (the “Property”), together with a non-exclusive right with the Foundation to use allcommon areas on Parcel One and Parcel Two as shall be designated by Lessor (the “Common Areas”).The use and maintenance of the Common Areas shall be subject to such rules as shall be mutuallyagreed by Lessor, Lessee and the Foundation.     2. Term and Rent. Lessor leases the Property for a term (the “Lease Term”)commencing on the date hereof (the “Commencement Date”) and ending on the 31st day of May, 2085,at 12:00 midnight, at a monthly rental of $12,926.42 plus “CPI adjustment” (“defined below),payable on the first day of each month for that month’s rental, during the term of this Lease.The rent payable under this Agreement shall be subject to annual cost of living adjustments (the“CPI adjustment”) in accordance with the following provisions: (a) the Consumer Price Index forurban wage earners and clerical workers, U.S. city average all items, as promulgated by theBureau of Labor statistics of the U.S. Department of Labor, for themonth of December, 2002 shall be designated the Base Price Index; (b)promptly after December 31 2003, and after December 31 of each year thereafter, the rent shall be adjusted so that the ratioof the Price Index for January following December 31 of each such year to the adjustedrental (to be paid) shall be the same as the ratio of the Base Price Index to the rent (thenbeing paid); (c) no adjustment shall reduce the adjusted rental to be paid below the rentthen being paid. All rental payments shall be made to Lessor at such place as Lessor mayfrom time to time designate. It is the intention of the parties hereto that the rent hereinspecified shall be net to the Lessor in each year during the term of this Lease; that allcosts, expenses, and obligations of every kind relating to the Property (unless otherwisespecifically provided herein) which may arise or become due during the term of this Leaseshall be paid by the Lessee except Lessor’s rental license and that the Lessor shall beindemnified by the Lessee against such costs, expenses and obligations.          3. Condition of Premises. Lessee accepts the Property in its present physicalcondition, and Lessor shall not be obligated in any way to make improvements thereto or performany maintenance thereon, all of which Lessee agrees to do. Lessor hereby agrees that Lessee maydevelop the Property without the prior written consent of the Lessor. Lessee shall keep theimprovements located on the Property in good condition and shall continue to use the Propertythroughout the Lease Term so as not to commit economic waste. Lessee further agrees to keep theProperty free and clear of rubbish and refuse. Lessor grants to Lessee the right to apply forappropriate land use or zoning changes/permits and Lessor further grants to Lessee the right toconvey by grant or proffer all necessary easements, rights of way or restrictions that mayreasonably be required by the appropriate governmental authority or public utility provider.          4. Repairs. Lessee shall at all times during this Lease and at its own cost andexpense, repair, replace and maintain in a good, safe, and substantial condition, all buildingsand any improvements, additions and alterations thereof.
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          5. Taxes. Lessee shall pay all taxes, assessments, and other governmental chargesand the cost of required improvements to the service road in front the Property that shall ormay during the lease term be imposed on, or arise in connection with the use of the Property orany part thereof.          6. Utilities. All applications and connections for necessary utility services on theProperty shall be made in the name, and at the cost, of Lessee only, and Lessee shall be solelyliable for utility charges as they become due, including those for sewer, water, oil, gas,electricity and telephone services.          7. Insurance. During the term of this Lease and for any further time that Lesseeshall hold the Property, Lessee shall obtain and maintain at its expense the following types andamounts of insurance.               a. Fire Insurance. Lessee shall keep all buildings, improvements andequipment now on the Property or any that may hereafter be erected thereon, fully insured againstloss or damage by fire or other hazard under Fire and Extended Coverage, in an approved stockinsurance company for an amount acceptable to the Lessor. Lessor shall be named as anadditional insured in all such policies.               b. Personal-Injury and Property Damage Insurance. Insuranceagainst liability for bodily injury and property damage and machinery insurance, all to be inamounts and in forms of insurance policies as may from time to time be required by Lessor, shallbe provided by Lessee. Lessor shall be named as an additional insured in all such insurancepolicies.          8. Unlawful or Dangerous Activity. Lessee shall neither use nor occupy theProperty or any part thereof for any unlawful, disreputable, or ultrahazardous business purposenor operate or conduct its business in a manner constituting a nuisance of any kind. Lessee shallimmediately, on discovery of any unlawful, disreputable or ultrahazardous use, take action tohalt such activity. Lessee agrees to maintain the Property in a lawful manner and in accordancewith all applicable statutes, laws and ordinances.          9. Default. The occurrence of any one or more of the following events shallconstitute an event of default by Lessee under this Lease: If Lessee shall default in the punctualpayment of the rent payable with respect to, or in the performance of any of the terms andconditions of, this Lease, provided the default in such payment shall continue for ten (10) daysor the default in any such non-monetary performance shall continue for thirty (30) days; or ifLessee shall default in the observance or performance of any term, covenant or agreement containedherein and such default shall continue for more than 30 days; or if the Property shall be vacatedby Lessee during the term of this Lease, and such vacation continues for more than 30 days; or ifLessee shall become insolvent (however such insolvency may be defined or evidenced), commit anact of bankruptcy, make an assignment for the benefit of creditors, or appoint a committee ofcreditors; or if there shall be filed by or against Lessee any petition for any relief under thebankruptcy laws of the United States as now or hereafter in effect or under anyinsolvency,
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readjustment of debt, dissolution or liquidation law or statute of any other jurisdictionnow or hereafter in effect (and whether any such action or proceeding shall be at law, inequity or under any bankruptcy, reorganization, arrangement, insolvency, readjustment ofdebt, receivership, liquidation or dissolution law or statute); or if Lessee shall suspendthe transaction of its usual business; or if any petition or application to any Court ortribunal, at law or equity, be filed by or against Lessee for the appointment of anyreceiver or any trustee for Lessee; or if any governmental authority or any court or othertribunal shall take possession or jurisdiction of, or assume control over the affairs oroperations of, or a receiver shall be appointed of, any substantial part of the property ofLessee; of if there shall be convened a meeting of the creditors or principal creditors ofLessee.          10. Remedies on Default. Upon the occurrence of any one or more of the foregoingevents of default Lessee’s right of possession shall thereupon cease and determine and Lessorshall be entitled to possession of the Property and to reenter the same without further demandof rent or demand of possession of the Property, and may, forthwith recover possession thereofby whatever process of law as may be available, any notice to quit or of intention to reenterbeing hereby expressly waived by Lessee, or Lessor may retake possession with process of law andremove all persons and property therefrom without becoming liable in damages. In the event ofsuch reentry or retaking, Lessee shall, nevertheless, remain liable and answerable for the fullrental to the date of such retaking or recentry, and for the damages for the deficiency or loss ofrent which Lessor may thereby sustain in respect of the balance of the term; and in suchcase, Lessor shall have the right, but shall not have the duty, to let the Property forthe benefit of and as the agent for Lessee, in liquidation and discharge, in whole or inpart, as the case may be, of the liability of Lessee hereunder, and such damages, at theoption of Lessor, may be recovered at the time of the retaking or reentry, or in separateactions from time to time as Lessee’s obligation to pay rent would have accrued if theterm had continued, or from time to time as said damages shall have been made more easilyascertainable by reletings, or such action, at the option of Lessor, may be deferred untilthe expiration of the term, in which latter event, the cause of action shall not be deemedto have accrued until the expiration of said term. Lessor, however, may refrain fromterminating Lessee’s right of possession, and in such case, may enforce against Lessee theprovisions of this Lease for the full term.          11. Restrictions, Easements, Etc. The parties shall be bound by all existingrestrictions, easements, agreements, and encumbrances of record relating to the Property, andLessor shall not be liable to Lessee for any damages resulting from any action taken by a holderof an interest pursuant to the rights of that holder thereunder.          12. Quiet Enjoyment. Lessor warrants that Lessee shall be granted peaceful andquiet enjoyment of the Property free from any eviction or interference by Lessor if Lessee paysthe rent provided herein, and otherwise fully and punctually performs the terms and conditionsimposed on Lessee.          13. Liability of Lessor. Lessee shall be in exclusive control and possession ofthe Property, and Lessor shall not be liable for any injury or damages to any property or to anyperson on or about the Property nor for any injury or damage to any property of Lessee. Lessee
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agrees to make no claim against Lessor and to assume responsibility of defending, atLessee’s expense, any claim which shall be made against Lessor by any agent, employee,licensee, or invitee of Lessee or by others claiming the right to be on or about theProperty through or under Lessee for any injury, loss or damage to person or propertyoccurring upon the Property or the approaches thereto from any cause, and to save Lessorharmless and indemnified from all loss, damage, liability, or expense incurred, suffered, orclaimed by reason of Lessee’s neglect or use of the Property or the approaches thereto.          14. Warranties of Lessor. At the commencement of the term, Lessee shall accept thebuildings and improvements and any equipment in their existing condition and state of repair,and Lessee agrees that no representations, statements, or warranties, express or implied, havebeen made by or on behalf of Lessor in respect thereto except as contained in the provisions ofthis Lease, and Lessor shall in no event be liable for any defects.          15. Waivers. The failure of Lessor to insist on a strict performance of any of theterms and conditions hereof shall be deemed a waiver of the rights of remedies that Lessor mayhave regarding that specific instance only, and shall not be deemed a waiver of any subsequentbreach or default in any term and conditions.          16. Surrender of Possession. Lessee shall, on the last day of the term, or on earliertermination of the Lease, peaceably and quietly surrender and deliver the Property toLessor, including all buildings, additions, and improvements constructed or placed thereonby Lessee, except moveable trade fixtures, all in good condition and repair. Any tradefixtures or personal property not used in connection with the operation of the Property andbelonging to Lessee, if not removed at the termination or default, and if Lessor shall soelect, shall be deemed abandoned and become the property of Lessor without any payment oroffset therefor. Upon the termination of this Lease by any of the means provided therein,whether as a result of the expiration of time or the default of Lessee, all buildings andimprovements on the Property shall become the property of Lessor.          17. Right to Assign: Lessee shall have the right to assign or pledge all of itsright, title and interest under this Lease as collateral to Lessee’s lender (“Lender”) forconstruction and/or permanent financing for improvements to the Property. In the event ofdefault under the terms of any construction or permanent financing obtained by Lessee for theimprovements, Lessee’s Lender or any and all assignees of Lender throughout the term of thisLease shall have the right to assign or assume this Lease without restriction. Lessee shall notamend, supplement, cancel or terminate (other than by reasons of Lessee’s default following theexpiration of all cure periods, as described below) this Lease without the prior writtenconsent of Lender. Except as provided above, this Lease may not be assigned without the priorwritten consent of Lessor. In the event of a default under the terms of this Lease, Lender andits assignees shall receive notice of such a default and shall be provided a thirty (30) daycure period (which shall be extended to a reasonable period in the case of defaults which arenot susceptible of cure within such thirty (30) day period) in addition to any cure periodsprovided to Lessee under this Lease, prior to the termination of this Lease, due to a defaultby Lessee. Lender and/or its assignees shall have the right, but not the duty, to reinstatethis Lease, following a termination resulting from Lessee’s
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default, upon curing any monetary and other defaults which are susceptible to cure withina reasonable period. In the event Lender becomes the lessee under this Lease, Lender’sliability shall be limited to its interest in this Lease. All rights and liabilitiesherein set forth are imposed upon the respective parties hereto and shall extend to andbind the parties, their heirs, executors, administrators, successors and assigns.          18. Condemnation. In the event of condemnation of all or part of the Propertyby any governmental authority or public utility company or anyone else through theexercise of the right of eminent domain, the Lessor shall be entitled first to receivefrom the proceeds from such condemnation an amount equal to the value of the Propertytaken and the damages to the residue of the Property. Lessee shall be entitled to theresidue of the proceeds from such condemnation. If less than 15% of the Property is socondemned, this Lease shall remain in full force and effect without any reduction inrental. If more than 15% of the Property is so condemned, Lessee shall have the option ofimmediately terminating this Lease or continuing the Lease on the residue of the Propertyon the same terms and conditions with no reduction in rental. Notice of Lessee’s electionunder this paragraph must be given to Lessor in writing not later than thirty (30) daysafter title to the property so condemned passes to the condemnor, and if such notice isnot given, it shall be deemed to be an election by Lessee to continue said Lease.          19. Entire Agreement. This Lease contains the entire agreement between theparties and cannot be changed or terminated except by a written instrument subsequently executedby the parties thereto. This Lease and the terms and conditions hereof apply to and arebinding on the heirs, legal representatives, successors, and assigns of both parties.          20. Applicable Law. This Lease shall be governed by and construed inaccordance with the laws of the Commonwealth of Virginia.          21. Time of Essence. Time is of the essence in all provisions of thisLease.          22. Notice. All notices provided for herein shall be *given*in writing andsent by certified mail to the parties at their addresses as shown below:   Lessor: Teresa M. Klaassen  Paul J. Klaassen  c/o Sunrise Assisted Living, Inc.  7902 Westpark Drive  McLean, Virginia 22102   Lessee: Sunrise Fairfax Assisted Living, L.L.C.  c/o Sunrise Senior Living Investments, Inc.  7902 Westpark Drive  McLean, Virginia 22102  Attention: James S. Pope, Vice President
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          IN WITNESS WHEREOF, the parties hereto have caused this Lease Agreement to be executed ontheir behalf on the year and day first herein mentioned.      **LESSEE****:**