134-10 Attachment

GENBUS/736294.3 134-10 REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of May ___, 2010 (the “Effective Date”), is made by and between TOWNSHIP OF WEST ORANGE, NEW JERSEY, a municipal corporation of the State of New Jersey (“Purchaser”), and SUNRISE WEST ORANGE NJ SENIOR LIVING, LLC, a Delaware limited liability company (“Seller”). RECITALS: A. Purchaser and Seller are parties to that certain Purchase and Sale Agreement dated as of March 10, 2010 (the “Initial Agreement”), as amended by that certain Amendment to Purchase and Sale Agreement dated as of March 31, 2010 between Purchaser and Seller (the “ First Amendment”), and the First Amendment together with the Initial Agreement, the “ Agreement”), for the purchase and sale of certain real property located at 577 Mount Pleasant Avenue, in West Orange, New Jersey, as more particularly described in the Agreement (the “ Property”). B. By letter dated May 11, 2010, Purchaser terminated the Agreement pursuant to Section 4.4 of the Agreement and Section 1 of the First Amendment. C. The parties desire to reinstate the Agreement and amend certain of the terms thereof, as set forth herein. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 1. Agreement Reinstated. The Agreement is hereby reinstated and shall continue in full force and effect according to its terms, as amended hereby, as if it was never terminated. 2. Waiver of Due Diligence Period. Purchaser hereby acknowledges and agrees that it has (i) elected to proceed beyond the Due Diligence Period, and (ii) waived its right to terminate the Agreement pursuant to Section 4.4. of the Agreement. 3. Environmental Remediation Work. (a) Reference is made to that certain Site Investigation Report dated May 2010 and prepared by the PMK Group, Inc., a business unit of Birdsall Services Group (“BSG- PMK”), setting forth the Phase II environmental assessment findings for the Property (the “Phase and certain environmental conditions on the Property (the “Environmental Conditions”). (b) As soon as practicable after the Effective Date of this Amendment, Seller shall deliver to

operty (the “Phase and certain environmental conditions on the Property (the “Environmental Conditions”). (b) As soon as practicable after the Effective Date of this Amendment, Seller shall deliver to Purchaser a plan setting forth what (if anything) Seller is willing to do with respect to remediation any of the Environmental Conditions (“Seller's Environmental Plan”). For the avoidance of doubt, Seller's Environmental Plan may state that Seller has elected not to