315-10 Agreement

GENBUS/760377.2 1. GENBUS/776005.2 2. REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) dated as of November ___, 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 as further amended by that certain Reinstatement of and Second Amendment to Purchase and Sale Agreement dated as of May 26, 2010 between Purchaser and Seller (the “Second Amendment”; the Second Amendment, together with the First Amendment and 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. Pursuant to the terms of the Second Amendment, Seller agreed to deliver to Purchaser Seller’s Environmental Plan setting forth what (if anything) Seller is willing to do with respect to the remediation the Environmental Conditions. C. Purchaser has fully disclosed to Seller that it intends to use certain funds from the State of New Jersey Department of Environmental Protection Green Acres Program (“DEP Green Acres Program”) for the purchase of the Property. Seller acknowledges and fully understands that to the extent the DEP Green Acres Program does not approve the funding for the acquisition of the Property for whatever reason, Purchaser shall have no further responsibility or liability under the Agreement or this Amendment. D. The parties desire to reinstate the Agreement and amend and clarify certain terms thereof, as more specifically 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: 3. Agreement Terminated and Reinstated. Reference is made

eration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 3. Agreement Terminated and Reinstated. Reference is made to that certain letter from Purchaser to Seller dated September 10, 2010, and the subsequent correspondence between the parties (collectively, the “Prior Correspondence”). The parties hereby acknowledge and agree that the Agreement was terminated as a result of the Prior Correspondence and the Earnest Money Deposit has been returned to Purchaser. The parties hereby agree to proceed on the terms and conditions set forth herein. The Agreement is hereby reinstated and shall continue in full force and effect according to its terms, as amended hereby. To the extent of any inconsistencies