Common use of Buyer’s Due Diligence Clause in Contracts

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. Seller shall obtain the consent of SHI to Buyer’s entry on the Real Property and the Facility as provided herein. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are is a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA SurveysSurvey, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and; (x) Review of files maintained by the State relating to the Facilities; andFacility; (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and; (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys Survey (or surveys) that it currently has in its possession.; (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees; and (xiv) Review of the Option Agreement, the Exercise Notice (as defined below) and all amendments and modifications thereto. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from Buyer’s obligation is is not conditioned on the Effective Date to complete Buyers Buyer’s Due Diligence (as 17 defined in this section 7(A) below. This condition is referred to as the “Due Diligence Period”); provided, however, that Condition” if Seller does not deliver the Due Diligence Items checked in the time frames set forth in Section 10(a)(vaffirmative, 18 Sections 7 (A) below, through (C) shall apply; otherwise they do not. Buyer shall have calendar days following the Due Diligence Period shall be extended on a day-by-day basis for each day date of delay in delivery 19 Acceptance of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer RPA (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 23 herein) to complete Buyer’s Due Diligence. Seller agrees to cooperate with 20 Buyer’s Due Diligence. Seller shall ensure that all necessary utilities (gas, power and underlying documents referenced therein; (vwater) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports operable pilot lights 21 are on for Buyer’s investigations and through the Facilities in the possession close of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possessionescrow. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that23 A. PROPERTY INSPECTION/CONDITION: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtaintake such action 24 as Buyer deems necessary to determine whether the Property is satisfactory to Buyer including, at but not limited to, whether the 25 Property is insurable to Buyer’s electionsatisfaction, a third party inspection report with respect whether there are unsatisfactory conditions surrounding or otherwise affecting the 26 Property (such as location of flood zones, airport noise, noxious fumes or odors, environmental substances or hazards, whether 27 the Property is properly zoned, locality to each Facility (freeways, railroads, places of worship, schools, golf courses, etc.) or any other concerns 28 Buyer may have related to the Inspection Report”)Property. If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any FacilityDuring such Period, Buyer shall provide Seller with written notice have the right to conduct, non-invasive/ non-destructive 29 inspections of the same prior to the expiration of the Due Diligence Periodall structural, roofing, mechanical, electrical, plumbing, heating/air conditioning, water/well/septic, pool/spa, 30 survey, square footage, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closingany other property or systems, at Seller’s sole cost through licensed and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter bonded contractors or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.other qualified

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from 6.1 During the period commencing on the Effective Date to complete Buyers Due Diligence and ending at 5:00 p.m. (Central Time) on November 15, 2016 (the “Due Diligence Period”); provided, howeversubject to the provisions of Section 6.2 herein, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(vand upon at least forty-eight (48) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Periodhours’ notice delivered to Xxx Xxxxxx, Seller shall will permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors architects and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility the Facilities, so long as Buyer’s Consultants are accompanied by Seller or its agents, to perform its normal and customary due diligence. Due diligence, includingwhether at the Facilities or otherwise, shall include, without limitation, the following (collectively, the “Due Diligence Items”):following: (ia) Review of vendor the Leases, contracts (“Contracts”) and leases (“Leases”) agreements to which each Facility the Facilities (or the Seller, on behalf of such Facilitythe Facilities) are a party, party or which are related to the ownership or operation of the Facilities as set forth on Schedule 8(f6.1(a) attached hereto; (iib) Conduct environmental Environmental investigations (including a Phase 1 Environmental Audit); (iiic) Inspection of the physical structure of each Facilitythe Facilities; (ivd) Review of current PTRTitle Commitments, as defined in Section 14 16.1 herein, and underlying documents referenced therein; (ve) Review of ALTA Surveysland title Surveys that Seller currently has in its possession, as defined in Section 14 16 herein, for each Facilitythe Facilities; (vif) Inspection of the books and records of each Facility the Facilities and that portion of the Seller’s books and records which pertain to the Facilities; (viig) Review of the Due Diligence Items, as described in Schedule 10(a)(v6.1(g) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viiih) Conduct such Such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ixi) Review of resident Resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall will in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (xj) Review of files Files maintained by the State of Texas or its subdivisions and/or the U.S. Department of Health and Human Services, or other governmental agencies relating to the Facilities; and Facilities and the operation thereof (xi) Review of all drawingscollectively, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession“Governmental Authorities”). (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. 6.2 Notwithstanding the foregoing provisions of this Subsection, Seller shall deliver all Due Diligence Items listed in Schedule 6.1(g) within ten (10) business days of the Effective Date (the “Production Period”), as specified in Schedule 6.1(g). In the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6.1(g) on or before within ten (10) business days of the time set forth in Subsection (a)(vii) aboveEffective Date, then the Due Diligence Period shall will be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. 6.3 Promptly upon request by Seller, at the conclusion of the Production Period, Buyer shall acknowledge and affirm that, to its knowledge, it has received all Due Diligence Items listed on Schedule 6.1(g) or provide Seller with written notice delivered by Buyer to Seller at the address set forth in Section 18 herein of any such Due Diligence Items Buyer has yet to receive (b“Additional Due Diligence Notice”). Should Seller reasonably disagree with Buyer as to whether additional Due Diligence items are due, Seller shall have the right to terminate this Agreement by providing notice to Buyer (the “Diligence Disagreement Notice”) within one (1) business day after receipt of the Additional Due Diligence Notice; provided, however, that, notwithstanding the foregoing, for a period of three (3) business days following delivery to Buyer agrees of the Diligence Disagreement Notice, Buyer may deliver written notice to Seller that Buyer has revoked its Additional Due Diligence Notice, in which event the Diligence Disagreement Notice shall be deemed cancelled and acknowledges that: (i) this Agreement shall not be terminated. Following delivery of the Diligence Disagreement Notice, and provided Buyer will does not disclose timely deliver a revocation thereof pursuant to this Section 6.3, the Deposit shall be returned to Buyer in accordance with this Agreement and this Agreement shall be deemed terminated. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 6.1(g), then the Due Diligence Items or any other materials received Period will be deemed extended for a period equal to the number of business days from Seller pursuant to this Agreement (the “Property Information”) or any Seller’s receipt of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside Additional Due Diligence Notice from Buyer until Seller completes delivery of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation such identified Due Diligence Items to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. 6.4 Reviews, inspections and investigations at the Facilities shall will be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. Furthermore, Buyer will not inform anyone, including any employee, agent or resident of the Facilities, of Buyer’s purpose in visiting the Facilities. (d) 6.5 Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, the Facilities certified to Buyer, Buyer prepared by an engineering and/or environmental consultants (“Consultants”) acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall will involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall will not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall will indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, including, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall will not extend to matters merely any pre-existing conditions existing or discovered by Buyer and/ or as a result of said activities and/or the acts or omissions of Seller or any third party, except for the acts or omissions of Buyer’s Consultants. The indemnification obligation of Buyer under this Section 6 shall will survive the Closing or earlier termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall will return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) 6.6 If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon written notice to Seller given on or before 5:00 p.m. (Pacific Central Time) on the last day of the Due Diligence Period, terminate Period approve all of such matters described in this AgreementSection 6. Failure by Buyer to deliver such notice of approval in a timely manner will be deemed to constitute Buyer’s disapproval of the matters described in this Section 6 and termination of this Agreement as to the Facilities, and in such event, neither party shall will have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be is terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, (a) Buyer will promptly return all copies of Seller’s documents (other than copies retained for the purpose of complying with audit or compliance procedures) and deliver to Seller any reports obtained by Buyer that relate to the Critical Repairs shall be listed on a new Schedule 6(fFacilities or the Real Property (excluding any proprietary materials and materials subject to the attorney-client and/or work product privilege), and (b) Escrow Agent will promptly return (i) to be attached Buyer the refundable portion of the Deposit and all interest accrued thereon, and (ii) to the Agreement. Seller shall make and Buyer, all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days documents deposited by them respectively, which are then held by Escrow Agent. 6.7 Seller hereby covenants and agrees that, prior to the Closing, Seller shall (at Seller’s its sole cost and expense (not expense) cause to exceed One be completed all material capital improvements and material Facilities renovations, subject to a cap of Twelve Thousand Five Hundred Thousand Dollars ($100,00012,500.00) per Facility (“Seller’s Critical Repair Cap”)). Facility, identified in writing by Buyer shall be responsible for any Critical Repair costs for any Facility over and delivered to Seller on or before the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion expiration of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairsDue Diligence Period. The Critical Repairs shall be constructed in Parties agree that the term “material” means any repair related item that affects licensure of a workmanlike manner and in accordance with all applicable lawsFacility.

Buyer’s Due Diligence. (a) Buyer shall have sixty until 12.00 p.m. Washington, DC time Friday, November 18, 2005 (60the "STUDY PERIOD") to perform a feasibility study of the Property, at Buyer's sole cost and expense, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Buyer and its agents and representatives, upon at least two (2) business days from advance written notice, reasonable access to the Property during normal business hours, subject to the rights of tenants, and at the property manager's office to all books, records, files, financial data, leases and contracts relating to the Property (except Seller's corporate or partnership records, financial projections, budgets, appraisals, accounting and tax records and similar proprietary, confidential or privileged documents, reports and records and internally prepared memoranda and reports) and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Effective Date to complete Buyers Due Diligence (for the “Due Diligence Period”); providedpurpose of performing, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) belowat Buyer's sole cost and expense, the Due Diligence Period shall be extended above-referenced studies, physical inspections, investigations and tests on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer Property (collectively, the “Buyer’s Consultants”"TESTS") access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of provided that no such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period tests shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer conducted without at the Facilities shall be scheduled with Seller upon least two (2) business days prior noticewritten notice to Seller and if any such Tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. ReviewsThe parties acknowledge that Buyer may be required to perform a historical audit of the Property in order to comply with Item 3-14 of Regulation S-X promulgated under the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "3-14 Report") and Seller shall take commercially reasonable efforts to allow Buyer's auditors access to all of Property's books and records and the certified operating statements and property management balance sheet for the Property for three (3) calendar years prior to the date of the acquisition of the Property to enable Buyer to comply with any such regulations applicable to Buyer. Such books and records shall include the detailed general ledger of profits and loss, inspections accounts receivable records, rent rolls and investigations lease agreements. Buyer's access rights shall continue until the earlier to occur of (i) the date Buyer gives Seller notice of termination of this Agreement or (ii) the successful completion of the audit and the filing of the 3-14 Report with the Securities and Exchange Commission, but in no event any later than ninety (90) days after Closing. Notwithstanding anything herein to the contrary, Buyer shall not need Seller's further consent to conduct Phase I environmental studies. Buyer shall be required to conduct such Tests in a manner as to not disturb or interfere with the current use of the Property or the rights of the tenants at the Facilities shall be conducted by Property and upon completion of such Tests, Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, agrees at its sole costcost to promptly restore the Property to the condition it was in immediately prior to such Tests, obtain third party engineering including, but not limited to the prompt removal of anything placed on the Property in connection with such Tests. Seller shall have the right to have a representative of Seller present at all times while Buyer is performing any such Tests, meeting with any tenant and physical condition reports and Phase I Environmental Audits covering each Facility, certified otherwise conducting its feasibility study. Prior to Buyer's entering the Property to conduct the inspections and tests described above, prepared by Buyer shall obtain and maintain, and shall cause each of its contractors and agents to each obtain and maintain (and shall deliver to Seller evidence thereof), at Buyer's sole cost and expense, general liability insurance, from an engineering and/or environmental consultants insurer reasonably acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, in the amount of at least One Million and No/100 Dollars ($1,000,000.00) combined single limit for personal injury and property damage per representation, occurrence, such policies to name Seller as an additional insured party, which consent insurance shall not be unreasonably withheld provide coverage against any claim for personal liability or delayedproperty damage caused by Buyer or its agents, representatives, employees or contractors in connection with such inspections and tests. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable reasonably satisfactory to Seller) ), protect, and hold Seller and its employees and agents, servants, attorneys, officers, partners, shareholders, consultants, contractors, directors, tenants, members, representatives and each of thememployees (collectively, the "SELLER PARTIES") harmless from and against any and all lossesliability, claimsloss, damages and liabilitiescost, expense, claim, damage, or expense (including, without limitation, attorneys’ mechanic's and materialmen's liens and reasonable attorney's fees incurred and costs) of any kind or nature whatsoever which any of the Seller Parties may sustain or incur by reason of or in connection therewith) arising out of with any Tests made by Buyer, or resulting from Buyer’ or Buyer’s Consultant’s exercise any of its right employees, consultants, engineers, agents, representatives or contractors (collectively, the "BUYER'S DESIGNEES") relating to or in connection with the Property, or entries by any of inspection as provided for Buyer's Designees onto the Property or during the conduct of any of the feasibility studies. Notwithstanding any provision to the contrary in this Section 6; providedAgreement, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation indemnity obligations of Buyer under this Section 6 Agreement shall survive the any termination of this Agreement indefinitelyor the delivery of the deed and the transfer of title pursuant to this Agreement. Following This Section 5(a) shall survive any audit termination of this Agreement or inspection as provided Closing hereunder. (b) If for hereinany reason whatsoever Buyer determines that the Property or any aspect thereof is unsuitable for Buyer's acquisition, Buyer shall return have the Real Property and the Facilities right to terminate this Agreement by giving written notice thereof to Seller prior to the condition in which they existed immediately prior to such audit or inspection. (e) If the results expiration of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Study Period, terminate and if Buyer gives such notice of termination within the Study Period, this AgreementAgreement shall terminate. If this Agreement is terminated pursuant to the foregoing provisions of this section, and in such event, then neither party shall have any further rights and or obligations under this Agreement, hereunder (except for any obligations which expressly survive pursuant to the termination other provisions of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(aAgreement which survive a termination). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all deliver to Seller copies of all of the Tests and shall return all Due Diligence Items. (f) During Materials previously delivered by Seller to Buyer and thereafter the Due Diligence Period, Deposit shall be returned to Buyer and each party shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”)bear its own costs incurred hereunder. If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made Buyer fails to any Facility, Buyer shall provide give Seller with written a notice of the same termination prior to the expiration of the Due Diligence Study Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over deemed to have elected to proceed with the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion purchase of the repairs (Property pursuant to the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsterms hereof.

Buyer’s Due Diligence. As of the Effective Date, the Buyer agrees to use its best efforts to further develop the Software Products, to market the Software Products, to increase demand for the Software Products and to make the Software Products a financially successful line of business. (a) For a period of two years following the Effective Date, the Buyer agrees that, should the Buyer fail to achieve the goals set forth in the plan attached hereto as Schedule 5.13 ("Breach"), such Breach shall have create an option ("Option") for the Seller to require the Buyer to transfer to the Seller all of the Buyer's right title and interest in the Software Products along with any updates or derivative works created based upon the Software Products, the Collateral Material, the Intellectual Property and the right to receive Software Products Licensing Revenue with respect to any existing contract (collectively, the "Collateral"). (b) At any time after the Option is created until two years after the Effective Date, the Seller may exercise the Option after a Breach by providing the Buyer written notice that the Buyer must cure the Breach within sixty (60) days. If the Buyer cures the Breach, then the Option shall not be exercisable. If the Buyer does not cure the Default or the Breach within sixty (60) days from the Effective Date date of the notice, then the Buyer shall deliver to complete Buyers Due Diligence the Seller the Collateral and an executed document assigning the Collateral to the Seller. Such transfer of the Collateral shall satisfy the obligations under the Note only to the extent of the value of the Collateral as of the date of the transfer. If Seller fails to exercise the Option within two years after the date of this Agreement, then the option shall cease to exist. (c) In the “Due Diligence Period”); provided, however, event that if the Seller does not deliver exercises the Due Diligence Items in the time frames set forth in Section 10(a)(v) belowOption, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence PeriodBuyer will indemnify, defend and hold Seller shall permit the officers, employeesand Seller's shareholders, directors, officers, employees and agents, consultantsand the respective heirs, attorneysadministrators, accountantssuccessors and assigns of each of the foregoing, lendersharmless from any claim, appraisersdamage, architectsloss, investors and engineers designated by Buyer and representatives of Buyer (collectivelyliability, the “Buyer’s Consultants”) access tojudgment, and entry upon the Real Property and each Facility to perform its normal and customary due diligencefine, penalty, assessment, settlement, cost or expense including, without limitation, the following (collectivelyreasonable expenses of investigation, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records reasonable attorneys' fees and other types of patient records; and (x) Review of files maintained by the State relating reasonable legal costs and expenses incident to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms foregoing or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truthenforcement of this Section, accuracy whether or completeness of any matters set out not suit is brought or, if brought, whether or not such suit is successful in whole or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) part arising out of or resulting relating to, arising from Buyer’ or Buyer’s Consultant’s exercise out of its right of inspection as provided for any the Collateral in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or which the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities principal event giving rise thereto occurred subsequent to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections Effective Date and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of date the Due Diligence Period, and Buyer transfers the Critical Repairs shall be listed on a new Schedule 6(f) to be attached Collateral to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior or which result from or arise out of any action or inaction subsequent to the ClosingEffective Date of Buyer or any director, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter officer, employee or similar notice documenting the completion agent of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsBuyer.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) 8.6 attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each the Facility (the “Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any the Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such the Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Buyer’s Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ Buyer or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a)6. If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each the Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any the Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. For the purposes of this Section 6(f), the term “Critical Repairs” means any observed deficiencies that require action as a result of the following: (i) existing or potentially unsafe (health & safety) conditions; (ii) material building code violations; and/or (iii) a condition that has the potential to result in, or contribute to, the failure of a critical element or system failure within one (1) year, or a significant escalation if left uncorrected. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Capexpense. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence Buyer’s due diligence review of the Property (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct Obtain an environmental investigations investigation (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTRTitle Commitment, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct Complete such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of View resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient recordsregulations; and (x) Review of files maintained by the State of Oregon, if applicable, relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees; and (xiv) Successful negotiation of the Post Closing Lease with Seller or Seller’s affiliate, as operator (“Operator”), and Buyer. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer agrees to hold in confidence and will not disclose the Due Diligence Items and/or the contents thereof or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom and Buyer shall also not disclose use commercially reasonable efforts to ensure that the Property Information to third partiesDue Diligence Items are held in confidence; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and a Phase I Environmental Audits Audit covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and Buyer shall provide copies of all final reports (except for appraisals or attorney-client communications) received from such third parties (the “Third Party Reports”) to Seller within ten (10) days of Buyer receiving the Third Party Reports. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party, except for the acts or omissions of Buyer’s Consultants. The indemnification obligation of Buyer under this Section 6 shall survive the Closing or earlier termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on On or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate Buyer shall provide Seller with copies of all Third Party Reports and provide Seller with notice that: (i) The inspections and audits are not acceptable to Buyer in its sole and absolute discretion and Buyer terminates this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for the obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver ; or (ii) Provide Seller with written notice of approval prior that the inspections and audits are acceptable to 5:00 p.m. Buyer in its sole and absolute discretion. (Pacific Timef) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be is terminated prior to Closing, upon Seller’s request, Buyer shall promptly return to Seller or destroy all copies of the Due Diligence Itemsitems. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty ninety (6090) days from the Effective Date period commencing from the date Buyer notifies Seller that it has received the requested Due Diligence materials required to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) 8.6 attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State and/or the Texas Department of Aging and Disability Services (“DADS”) relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, may obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its managers, officers, partners, employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, (including without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon written notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence ItemsItems and deliver any reports concerning the Property to Seller. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each the Facility (the “Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any the Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall notify Buyer of the estimated cost of making the Critical Repairs. So long as the total cost of all Critical Repairs does not exceed One Hundred Thousand and No/100 Dollars ($100,000.00), Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the ClosingFacility, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s expense, within six months following the Closing. Upon completion of the Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Repairs, Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs Critical Repairs (the “Critical Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairsCritical Repairs. The If the estimated total cost of all Critical Repairs listed on the Inspection Report exceeds $100,000.00, Buyer shall have the option of (i) waiving the requirement that the Critical Repairs be made or (ii) terminating this Agreement, in which case the Deposits shall be constructed in a workmanlike manner returned to Buyer, Buyer shall promptly return or destroy all copies of the Due Diligence Items and in accordance with all applicable lawsdeliver any reports concerning the Property to Seller, and the parties shall have no further obligation to the other except those agreements that specifically survive termination of this Agreement, including the Confidentiality Agreement.

Buyer’s Due Diligence. Buyer's obligation is is not conditioned on the Buyer's Due Diligence as 17 defined in this section 7(A) below. This condition is referred to as the "Due Diligence Condition" if checked in the affirmative, 18 Sections 7 (aA) through (C) shall apply; otherwise they do not. Buyer shall have sixty (60) 12 calendar days from following the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day date of delay in delivery 19 Acceptance of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer RPA (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 23 herein) to complete Buyer's Due Diligence. Seller agrees to cooperate with 20 Buyer's Due Diligence. Seller shall ensure that all necessary utilities (gas, power and underlying documents referenced therein; (vwater) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports operable pilot lights 21 are on for Buyer's investigations and through the Facilities in the possession close of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possessionescrow. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that23 A. PROPERTY INSPECTION/CONDITION: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtaintake such action 24 as Buyer deems necessary to determine whether the Property is satisfactory to Buyer including, at but not limited to, whether the 25 Property is insurable to Buyer’s election's satisfaction, a third party inspection report with respect whether there are unsatisfactory conditions surrounding or otherwise affecting the 26 Property (such as location of flood zones, airport noise, noxious fumes or odors, environmental substances or hazards, whether 27 the Property is properly zoned, locality to each Facility (freeways, railroads, places of worship, schools, golf courses, etc.) or any other concerns 28 Buyer may have related to the Inspection Report”)Property. If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any FacilityDuring such Period, Buyer shall provide Seller with written notice have the right to conduct, non-invasive/ non-destructive 29 inspections of the same prior to the expiration of the Due Diligence Periodall structural, roofing, mechanical, electrical, plumbing, heating/air conditioning, water/well/septic, pool/spa, 30 survey, square footage, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closingany other property or systems, at Seller’s sole cost through licensed and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter bonded contractors or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.other qualified

Buyer’s Due Diligence. (a) Buyer shall have sixty seventy-five (6075) days from the Effective Date period commencing from the date Buyer notifies Seller that it has received the requested Due Diligence material required to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) 8.6 attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTRTitle Commitment, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this AgreementAgreement and receive a refund of the Deposit, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each the Facility (the “Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any the Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such the Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s expense. Upon completion of the Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Repairs, Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs Critical Repairs (the “Critical Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsRepairs.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from until October 13, 2004 to make such inquiries and review such documents regarding market conditions, the Effective Date to complete Buyers Due Diligence financial and physical condition of the Property, zoning, governmental compliance, financing and such other inquiries and documents as Buyer deems appropriate (the “"Due Diligence Period”); provided") Notwithstanding the foregoing, howeverBuyer shall have until September 30, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period 2004 to make such inquiries and review such documents regarding environmental and engineering matters. Buyer shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) have reasonable access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports Property for the Facilities in the possession purpose of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reportsmaking, property condition reportsat Buyer's sole cost and expense, appraisalssurveys, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviewssoil tests, inspections and other investigations on business days upon at the Facilities least twenty-four (24) hours prior written notice to Seller. Buyer shall be conducted by Buyer conduct such inspections in such a manner so as not disruptive to disrupt tenants or to the operation of the Facilities. (d) Property. Buyer may, shall not contact any tenant at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified the Property or any governmental authority with respect to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) Property without the prior written consent of Seller's consent, which consent shall not be unreasonably withheld withheld, delayed or delayedconditioned, and, in the case of any contact with any tenant, without a representative of Seller being present. Notwithstanding anything Seller shall also make available for inspection by Buyer copies of all reports, leases, correspondence, contracts, studies, permits, warranties, litigation files, and other items respecting the Property as Seller currently has in its immediate possession. In addition to the contrary contained foregoing, within three (3) business days after the date hereof, Seller shall deliver to Buyer copies of such of the following respecting the Property as Seller currently has in this Agreement, Buyer shall indemnify, defend its or its property manager's possession or control: (i) the most recent survey of the Property; (ii) the Tenant Leases and a schedule of security deposits with counsel acceptable to respect thereto; (iii) the Service Contracts; (iv) operating statements for the previous three (3) years; (v) a current rent roll; (vi) an inventory list of Personal Property; (vii) the real and personal property tax bills for the previous three (3) years; (viii) the utility bills for the previous twelve (12) months; (ix) environmental reports; (x) engineering reports; (xi) notices of violations or claims by third parties; and (xii) such other documents or reports in Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection 's possession as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered reasonably requested by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of during the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, undertake such inspections and reviews with commercially reasonable diligence and effort. Buyer shall obtainmaintain commercial general liability insurance with a reputable insurer licensed in the state in which the Property is located, at Buyer’s electionwith a Best's rating of A10 or better, a third party inspection report providing minimum limits of liability of One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate, with respect to each Facility an umbrella excess liability policy in minimum amount of Five Million Dollars (the Inspection Report”). If the Inspection Report recommends any critical repairs $5,000,000) per occurrence bodily injury/property and Five Million Dollars (the “Critical Repairs”$5,000,000) be made to any Facilityaggregate damage/occurrence, which policy or policies shall name Seller as additional insured and Buyer shall provide Seller with written a copy of said insurance certificate. Buyer shall provide notice of the same to Seller not less than fifteen (15) days prior to cancellation of said insurance policy. Any phase I environmental report and asbestos survey shall be conducted at Buyer's expense by consultants selected by Buyer and reasonably acceptable to Seller. Additionally, on or before the expiration of the Due Diligence Period, Buyer shall notify Seller in writing if Buyer elects not to assume at Closing any of the Service Contracts, and in such event, Seller shall give notice of termination of such disapproved Service Contract(s) and Seller shall pay any and all fees of other compensation due thereunder as a result of such termination. (b) On or before the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement for any reason in Buyer's sole discretion by delivering to Seller written notice of its decision to terminate this Agreement. If Buyer elects to terminate this Agreement, Escrow Agent shall return all documents and funds, except for the Nonrefundable Deposit in accordance with Section 2(b) herein) and, previously deposited into escrow to the party so depositing same and neither party shall have any further liability to the other hereunder, except as otherwise provided herein. (c) Buyer shall (i) indemnify, defend and hold Seller harmless from and against any and all liability, claims, demands, damages or expenses of any kind, including reasonable attorneys' fees, caused, directly or indirectly, by, or in any manner relating to, such entry upon the Property or the making of such tests and investigations or for any damages to the Property caused thereby and (ii) restore the Property as nearly as practicable to the condition existing immediately prior to the performance of such tests and investigations. This subsection 5(c) shall survive the termination of, or the closing of the transactions contemplated by, this Agreement for forty-five (45) days. Notwithstanding anything to the contrary in the foregoing, the mere discovery by Buyer in the course of its tests and investigations of a condition existing on the Property at such time shall not cause Buyer to be liable for the cure or remediation of the same except to the extent Buyer's negligence or willful misconduct shall cause such condition to become aggravated or except to the extent the need for remediation is caused by Buyer's negligence or willful misconduct (other than due to its discovery of such condition or any reporting arising therefrom). (d) If the Closing does not take place for any reason whatsoever, Buyer shall not, directly or indirectly, disclose to any person or party (other than counsel, accountants, advisors, investors, lenders, and the Critical Repairs like) or use in any manner any non-public information of Seller acquired by Buyer with respect to Seller or the Property, except as may be required by law. Upon termination of this Agreement for any reason other than Closing, Buyer shall be listed on a new Schedule 6(f) return to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least within ten (10) business days prior to the Closingafter such termination any and all documents, at information and property of Seller in Buyer's possession or control and, if requested by Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer , shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall also deliver to Seller copies of all third-party surveys, tests and investigations prepared by or for the benefit of Buyer a completion letter or similar notice documenting in connection with the completion of the repairs (the “Repair Completion Notice”) executed Property requested by Seller and Seller’s contractor and/or architect who performed and/or supervised provided Seller pays one-half (1/2) of Buyer's actual out-of-pocket costs incurred in obtaining the construction same. This subsection 5(d) shall survive the termination of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsthis Agreement for one (1) year.

Buyer’s Due Diligence. Seller has heretofore provided Buyer with (a) a Rent Roll with respect to those Leases in effect as of the last day of the June, 2014, and (b) the Financial Data. Within three (3) business days after the Execution Date, to the extent not previously provided, Seller shall, at the sole expense of Seller, deliver to Buyer shall have sixty (60in electronic format to the extent feasible) days from and updated Rent Roll and the Effective Date to complete Buyers Due Diligence documents listed on Schedule 1 attached hereto other than any Confidential Materials (the “Due Diligence PeriodSeller Deliveries”); provided. In addition, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, during the Due Diligence Period (A) Seller will make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, the Leases and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (B) will allow Buyer’s Representatives and Buyer’s consultants and contractors and the respective agents and employees of Buyer's consultants and contractors (collectively, the “Entering Parties”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting non-invasive physical tests and inspections of the Real Property; provided (i) such access does not unreasonably interfere with the operation of the Real Property or the rights of tenants, (ii) Buyer shall be extended on a day-by-day basis for coordinate with Seller and Seller’s property manager prior to each day of delay in delivery visit to the Property by any Entering Parties; (iii) the Entering Parties shall not contact any tenant; (iv) except as otherwise set forth below, after the expiration of the Due Diligence Items beyond Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Real Property prior to Closing; and (v) Seller or its designated representative shall have the right to pre-approve and be present during any physically invasive testing of the Real Property, and to be present during any other testing or entry by any Entering Parties. Upon the completion of any tests or inspections, Buyer hereby agrees to immediately restore, at Buyer’s sole cost and expense, the Property to the same condition existing immediately prior to Buyer’s exercise of its rights pursuant to this Agreement, provided that in no event shall Buyer have any obligation to restore the Property or repair any damage to the Property that is not caused (including by exacerbation) by Buyer or Buyer’s Consultants. The provisions of the preceding sentence shall survive after the termination of this Agreement until April 7, 2015. Prior to such time periods set forth as any Entering Parties enter the Property, Buyer shall (i) obtain or cause each of its consultants or contractors to obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property manager as additional insureds and shall be issued by an insurance company reasonably acceptable to Seller, and (ii) provide Seller with certificates of insurance evidencing such insurance policy, which certificate shall provide for ten (10) days prior written notice to Seller of cancellation or material change in Section 10(a)(v) belowsuch insurance policy. During Notwithstanding the foregoing to the contrary, in the event additional inspections or non-invasive testing is either required by Buyer’s lender or otherwise reasonably requested by Buyer following expiration of the Due Diligence Period, Seller shall permit Buyer to access the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors Property for such purpose following at least one (1) business day prior notice from Buyer together with the reason for such requested access. LEGAL02/34919558v5 All tests and engineers designated by Buyer and representatives inspections of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to at Buyer. (b) ’s sole expense and shall be in accordance with applicable Laws. Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside shall cause each of Buyer’s organization, other than Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Consultants whom shall also not disclose Due Diligence and the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness obligations of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior noticesuch parties hereunder. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each keep the Real Property fully protected against liens of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) every character arising out of or resulting in connection with Buyer's Due Diligence. In the event that a lien is placed on the Real Property or any part thereof as a result of Buyer's Due Diligence, Buyer shall immediately notify Seller of such lien. Buyer shall take action, at Buyer's expense, to have any such lien removed or discharged from Buyer’ the Real Property within thirty (30) days after the filing thereof. If Buyer shall fail to so remove or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provideddischarge such lien within such thirty (30) day period, howeverSeller may, such indemnification but shall not extend be obligated to, discharge the same either by paying the amount claimed to matters merely discovered be due or by procuring the discharge of such lien by depositing in court a bond in the amount ordered by the court or in such other manner as is or may be permitted by law, and Buyer and/ shall reimburse and indemnify Seller in respect thereof. Buyer, for itself and all of the other Entering Parties, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or indirectly from entrance upon or inspection of the acts Real Property by any Entering Parties (other than due to the sole negligence or omissions willful misconduct of any Seller or any third partyParties). The indemnification obligation of Buyer under this Section 6 This waiver and release shall survive the termination of this Agreement indefinitely. Following any audit or inspection the Closing (as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspectionapplicable). (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence right for a period ending at 5:00 pm Seattle time on December 13, 2006 (the “Due Diligence Contingency Period”); provided, howeverto inspect the Property and all books and records maintained by or for Sellers with respect to the Property and the operation thereof, that and to conduct such investigations, tests and studies (including without limitation environmental investigations, tests and studies, and zoning, land use, and building regulations affecting the Property) as Buyer may deem necessary or appropriate in its sole discretion in order to determine if Seller does not deliver Buyer desires to purchase the Due Diligence Items in the time frames set forth in Section 10(a)(v) belowProperty. The costs and expenses of such inspection, the Due Diligence Period investigations, tests and studies shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) belowborne solely by Buyer. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “To facilitate Buyer’s Consultants”) access toinspection and review, and entry Sellers agree that upon the Real Property and each Facility Buyer’s acceptance of this Agreement, Sellers shall furnish to perform its normal and customary due diligence, including, without limitation, Buyer the following (collectively, the “Due Diligence Items”):information and documents and Buyer shall promptly acknowledge in writing to Sellers its receipt of each listed item: (i) Review a current rent roll, certified as true and correct to Sellers’ knowledge, and copies of vendor contracts (“Contracts”) existing leases and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached heretoall amendments thereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit)copy of Sellers’ current title insurance policy; (iii) Inspection a copy of the physical structure of each Facilityany environmental or hazardous waste inspection reports in Sellers’ possession; (iv) Review the ALTA Survey obtained by Sellers at the time of current PTR, as defined in Section 14 hereinacquisition of the Property, and underlying documents referenced thereinany as built surveys and updates to the ALTA Survey in Sellers’ possession or control; (v) Review aerial and premises photographs of ALTA Surveysthe Land and Buildings in Sellers’ possession, as defined in Section 14 herein, for each Facilityif any; (vi) Inspection a copy of the books all “as-built” plans and records of each Facility and that portion of the Seller’s books and records which pertain specifications with respect to the FacilitiesBuildings that Sellers possess, together with a copy of all engineering, soils, seismic and structural reports, if any, in Sellers’ possession; (vii) Review a list of all personal property, included in the Due Diligence ItemsProperty, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Dateif any; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance a summary of the Facilitieshistoric and current operating costs of the Property, itemized by year and by month and by account; (ix) Review all assessments, all certificates of resident files, agreementsoccupancy, and any other documentation regarding relevant permits required for the residents operation of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; andProperty; (x) Review maintenance records, Service Contracts and other contracts or documents to which each Seller is a party that relate to the ownership, operation, repair, maintenance or leasing of files maintained by the State Property. Additionally, during the Contingency Period, Sellers shall furnish to Buyer or make available to Buyer for review at Sellers’ offices such other documents, materials and information in Seller’s possession and relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for Property as Buyer shall reasonably request. All information provided by Sellers to Buyer or obtained by Buyer relating to the Facilities Property in the possession course of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period review shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any treated as confidential information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in accordance with the provisions of Paragraph 30 hereof. Costs to update any such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection information shall be borne by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty until 5:00 p.m. (60PST) days from the Effective Date to complete Buyers Due Diligence on May 23, 2005 (the “Due Diligence Period”) to make such inquiries and review such documents regarding the market conditions, the financial and physical condition of the Property, environmental matters, zoning, governmental compliance, financing and such other inquiries and documents as Buyer deems appropriate. Buyer shall have reasonable access to the Property for the purpose of making, at Buyer’s sole cost and expense, surveys, soil tests, inspections and other investigations and tenant interviews upon at least twenty-four (24) hours prior notice to Seller (which notice may be by telephone); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v(a) except as provided below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller Buyer shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, Seller to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and present during any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reportssuch surveys, property condition reportstests, appraisalsinspections and investigations, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: without obtaining Seller’s prior written consent, which may be withheld in Seller’s reasonable discretion, (i) Buyer will shall only conduct visual inspections, and (ii) Buyer shall not disclose make excavations or test borings, drill wxxxx, or engage in any activities in, on or around the Due Diligence Items or any other materials received from Seller pursuant to this Agreement Property that damage the Property (the “Property Information”) provided, however, that nothing herein shall prohibit Buyer or any of the provisionsits engineers or contractors from performing non-invasive activities such as a Phase I environmental assessment or report, terms or conditions thereoftesting for mold, moisture-related conditions, asbestos and asbestos containing materials, seismic evaluations, air quality tests or any information disclosed therein or thereby, to similar test which does not result in any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as material damage to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivProperty) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities Buyer’s investigation of Buyer at the Facilities Property shall be scheduled with Seller upon two (2) business days prior noticesubject to the rights of existing tenants. ReviewsBuyer’s right of entry onto the Property shall be for the limited purpose of performing such surveys, tests, inspections and investigations, and tenant interviews and Buyer shall have no right to use the Property for any other purpose until after the Closing. Buyer shall conduct such surveys, tests, inspections and investigations at the Facilities shall be conducted by Buyer in such a manner so as not unreasonably disruptive to disrupt tenants or to the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayedProperty. Notwithstanding anything to the contrary contained in this Agreementherein, Seller shall request of California Casualty Management Company that Buyer shall indemnifyhave the opportunity to conduct one or more interviews and other meetings with representatives of California Casualty Management Company without any representatives or agents of Seller being present, defend (with counsel acceptable to Seller) and hold provided that Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination be in default of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.if California Casualty Management Company refuses to

Buyer’s Due Diligence. (a) Buyer shall have sixty seventy-five (6075) days from the Effective Date period commencing from the date Buyer notifies Seller that it has received the requested Due Diligence material required to complete Buyers Buyer’s Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period., Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) 8.6 attached hereto; (ii) Conduct Obtain an environmental investigations investigation (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTRTitle Commitments, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct Complete such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of View resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State of Oregon relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items and/or the contents thereof or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and Buyer shall provide copies of all final reports (except for appraisals or attorney-client communications) received from such third parties (the “Third Party Reports”) to Seller within ten (10) days of Buyer receiving the Third Party Reports. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party, except for the acts or omissions of Buyer’s Consultants. The indemnification obligation of Buyer under this Section 6 shall survive the Closing or earlier termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on On or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate Buyer shall provide Seller with copies of all Third Party Reports and provide Seller with notice that: (i) The inspections and audits are not acceptable to Buyer in its sole and absolute discretion and Buyer terminates this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for the obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver ; or (ii) Provide Seller with written notice of approval prior that the inspections and audits are acceptable to 5:00 p.m. Buyer in its sole and absolute discretion. (Pacific Timef) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be is terminated prior to Closing, upon Seller’s request, Buyer shall promptly return to Seller or destroy all copies of the Due Diligence Itemsitems. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty forty-five (6045) days from the Effective Date to complete Buyers Buyer’s Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary commercially reasonable due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) aboveherein, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. Any extension of the Due Diligence Period pursuant to this paragraph shall also extend the Closing Date as agreed by the parties. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, the Initial Deposit shall be refunded to Buyer, and neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third third-party inspection report with respect to each Facility (the “Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. For the purposes of this Section 6(f), the term “Critical Repairs” means any observed deficiencies that require action as a result of the following: (i) existing or potentially unsafe (health & safety) conditions; (ii) material building code violations; and/or (iii) a condition that has the potential to result in, or contribute to, the failure of a critical element or system failure within one (1) year, or a significant escalation if left uncorrected. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Capexpense. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence right for a period ending at 5:00 pm Seattle time on December 13, 2006 (the “Due Diligence Contingency Period”); provided, however, that if Seller does not deliver to inspect the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the all books and records of each Facility and that portion of the Seller’s books and records which pertain maintained by or for Sellers with respect to the Facilities; Property and the operation thereof, and to conduct such investigations, tests and studies (viiincluding without limitation environmental investigations, tests and studies, and zoning, land use, and building regulations affecting the Property) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation deem necessary or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has appropriate in its possession. (xiii) Review copies sole discretion in order to determine if Buyer desires to purchase the Property. The costs and expenses of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsectionsuch inspection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) aboveinvestigations, then the Due Diligence Period tests and studies shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to borne solely by Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of . To facilitate Buyer’s organizationinspection and review, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon Sellers agree that within two (2) business days prior notice. Reviewsof Buyer’s acceptance of this Agreement, inspections Sellers shall furnish to Buyer the following information and investigations documents and Buyer shall promptly acknowledge in writing to Sellers its receipt of each listed item: (i) a current rent roll, certified as true and correct to Sellers’ knowledge, and copies of existing leases and all amendments thereto; (ii) a copy of Sellers’ current title insurance policy; (iii) a copy of any environmental or hazardous waste inspection reports in Sellers’ possession; (iv) the ALTA Survey obtained by Sellers at the Facilities shall be conducted time of acquisition of the Property, and any as built surveys and updates to the ALTA Survey in Sellers’ possession or control; (v) aerial and premises photographs of the Land and Buildings in Sellers’ possession, if any; (vi) a copy of all “as-built” plans and specifications with respect to the Buildings that Sellers possess, together with a copy of all engineering, soils, seismic and structural reports, if any, in Sellers’ possession; (vii) a list of all personal property, included in the Property, if any; (viii) a summary of the historic and current operating costs of the Property, itemized by Buyer in such manner so as not to disrupt year and by month and by account; (ix) all assessments, all certificates of occupancy, and relevant permits required for the operation of the Facilities.Property; (dx) Buyer maymaintenance records, at its sole cost, obtain third Service Contracts and other contracts or documents to which each Seller is a party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything that relate to the contrary contained in this Agreementownership, Buyer shall indemnifyoperation, defend (with counsel acceptable to Seller) and hold Seller and its employees and agentsrepair, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of maintenance or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results leasing of the foregoing inspections and audits are not acceptable Property. Additionally, during the Contingency Period, Sellers shall furnish to Buyer in its sole and absolute discretion, or make available to Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, review at Seller’s sole cost offices such other documents, materials and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“information in Seller’s Critical Repair Cap”)). possession and relating to the Property as Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Capreasonably request. Seller shall deliver All information provided by Sellers to Buyer a completion letter or similar notice documenting obtained by Buyer relating to the completion Property in the course of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs its review shall be constructed in a workmanlike manner and treated as confidential information by Buyer in accordance with all applicable lawsthe provisions of Paragraph 30 hereof. Costs to update any such information shall be borne by Buyer.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence Buyer’s due diligence review of the Property (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct Obtain an environmental investigations investigation (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTRTitle Commitment, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct Complete such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of View resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State of Oregon relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of or readily available to Seller; andand PURCHASE AND SALE AGREEMENT Gateway / Summit Healthcare REIT, Inc. (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. (xiv) Successful negotiation of Lease with Sapphire Health Services (“New Operator”), Buyer’s tenant. (xv) Successful negotiation of Operations Transfer Agreement between Seller’s operating entity and New Operator (“Operations Transfer Agreement”). Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer agrees to hold in confidence and will not disclose the Due Diligence Items and/or the contents thereof or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom and Buyer shall also not disclose use commercially reasonable efforts to ensure that the Property Information to third partiesDue Diligence Items are held in confidence by Buyer’s Consultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and a Phase I Environmental Audits Audit covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and Buyer shall provide copies of all final reports (except for appraisals or attorney-client communications) received from such third parties (the “Third Party Reports”) to Seller within ten (10) days of Buyer receiving the Third Party Reports. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party, except for the acts or omissions of Buyer’s Consultants. The indemnification obligation of Buyer under this Section 6 shall survive the Closing or earlier termination of this Agreement indefinitelyAgreement. Following any audit or inspection as provided for herein, Buyer shall return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspection.. PURCHASE AND SALE AGREEMENT Gateway / Summit Healthcare REIT, Inc. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on On or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate Buyer shall provide Seller with copies of all Third Party Reports and provide Seller with notice that: (i) The inspections and audits are not acceptable to Buyer in its sole and absolute discretion and Buyer terminates this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for the obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver ; or (ii) Provide Seller with written notice of approval prior that the inspections and audits are acceptable to 5:00 p.m. Buyer in its sole and absolute discretion. (Pacific Timef) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be is terminated prior to Closing, upon Seller’s request, Buyer shall promptly return to Seller or destroy all copies of the Due Diligence Itemsitems. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.

Buyer’s Due Diligence. (a) CONDITION OF THE PROPERTY Section 4.1 Buyer’s Inspections and Due Diligence. Buyer shall have sixty (60) days from acknowledges that commencing on the Effective Date to complete Buyers Due Diligence and continuing for a period which will expire at 11:59 p.m. Eastern Standard Time on the Closing Date (the “Due Diligence Period”); provided, howeverBuyer shall conduct its examinations, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) belowinspections, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery testing, studies and investigations of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility Cowboys Ownership Interests, information regarding the Property and the Cowboys Ownership Interests and such documents applicable to perform its normal the Property and customary due diligencethe Cowboys Ownership Interests, including, without limitation, the following documents that Seller delivers or makes available, as set forth in Section 4.2 below (collectively, the “Due Diligence ItemsDiligence”): ). In addition, the Buyer shall have the right, but not the obligation, to contact (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, any Governmental Entity as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined it may elect in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of connection with this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v) on or before the time set forth in Subsection (a)(vii) above, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilitiestransaction including, without limitation, attorneys’ fees incurred in connection therewithCity of Lewisville, City of Mansfield and the Army Corps of Engineers, (ii) arising out of owner’s associations, club members or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection club membership board, if applicable and as provided for in this Section 6appropriate; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer that for contact under this Section 6 shall survive the termination of this Agreement indefinitely. Following any audit or inspection as provided for hereinclauses (i) and (ii) above, Buyer shall return have first given Seller forty-eight (48) hours advance notice, and Seller shall have the Real opportunity to have a representative present during any such communication. Except for any limitations as may be imposed by Section 4.5 below, Buyer may conduct such due diligence activities, inspections, and studies of the Property and the Facilities Cowboys Ownership Interests as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the Property and the Cowboys Ownership Interests (including the physical condition in which they existed immediately prior to such audit and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title and survey matters, and any other matters it deems necessary or inspection. (e) If the results appropriate for purposes of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the consummating this transaction. The Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Capexpense. Seller shall deliver reasonably assist Buyer in obtaining third party consents or approvals related to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsthis transaction.

Buyer’s Due Diligence. (a) Buyer shall have sixty forty-five (6045) days from the Effective Date to complete Buyers Buyer’s Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver Buyer, at Buyer’s election, shall have the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, right to extend the Due Diligence Period shall be extended on a dayto January 8, 2021, by providing e-by-mail notice to the Seller at least one (1) business day basis for each day of delay in delivery prior to the expiration of the Due Diligence Items beyond Period at the time periods set forth e-mail address listed in Section 10(a)(v) 17 below. During the Due Diligence PeriodUpon reasonable prior written notice to Seller, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and; (x) Review of files maintained by the State of Georgia and/or the Georgia Health and Social Services Department relating to the Facilities; and; (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and; (xii) Seller will furnish copies of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it Seller currently has in its possession.; and (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) to the extent in Seller’s possession and control on or before the time set forth in Subsection (a)(vii) aboveherein, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the delivers written notice to Buyer stating that all Due Diligence Items listed in Schedule 6(a)(vii) that are in Seller’s possession have been delivered to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third parties; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer Bxxxx in such manner so as not to disrupt the operation of the Facilities. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants consultants, who are adequately insured, acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer Bxxxx and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of twelve (12) months. Following any audit or inspection as provided for herein, Buyer Bxxxx shall return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, the Initial Deposit shall be refunded to Buyer, and neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer Bxxxx shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at BuyerBxxxx’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Capexpense. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs Critical Repairs (the “Repair Completion Notice”) executed by Seller Sxxxxx and SellerSxxxxx’s contractor and/or architect who performed and/or supervised the construction of the repairs, along with releases of liens from all contractors and materialmen involved with the Critical Repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws. As an alternative to making the Critical Repairs prior to Closing, Seller may elect to credit the cost and expense of performing Critical Repairs against the Purchase Price, in an amount to be mutually agreed upon between Buyer and Seller during the Due Diligence Period.

Buyer’s Due Diligence. (a) Subject to extension as provided below in this Section 6, Buyer shall have sixty ninety (6090) days from the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, howeverand, that if Seller does not deliver subject to the Due Diligence Items in the time frames set forth in requirements of Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period6(c), Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each the Facility (or the Seller, on behalf of such the Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each the Facility; (iv) Review of current PTRTitle Commitment, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each the Facility; (vi) Inspection of the books and records of each the Facility and that portion of the Seller’s books and records which pertain to the FacilitiesFacility; (vii) Review of the Due Diligence Items, as items described in Schedule 10(a)(v6(a)(vii) attached hereto, which are in Seller’s possession or control, to be provided by Seller within five ten (510) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the FacilitiesFacility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the FacilitiesFacility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State relating to the FacilitiesFacility; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities Facility in the possession of of, or readily available to to, Seller; and (xii) Seller will furnish copies Review of all environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it Seller currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) that are in Seller’s possession or control on or before the time set forth in Subsection (a)(vii) above, then Buyer give Seller written notice of such failure and the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer; provided, however, that in no event shall the Due Diligence Period be extended beyond the one hundred twentieth (120th) day after the Effective Date). (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. The Property Information is “Confidential Information” as the term is defined in the Confidentiality Agreement referenced in Section 25 of this Agreement and shall be protected and, if the transaction contemplated by this Agreement does not close for any reason, all documents containing Property Information shall be returned to Seller or destroyed in accordance with its terms. (c) All due diligence activities of Buyer at the Facilities Facility shall be scheduled with Seller upon two (2) business days prior notice. Reviews, inspections and investigations at the Facilities Facility shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacility. (d) Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each the Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyfor a period of two (2) years. Following any audit or inspection as provided for herein, Buyer shall immediately and without demand return the Real Property and the Facilities Facility to the condition in which they existed immediately prior to such audit or inspectioninspection so as not to interfere with the operation of the Facility. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to ClosingClosing for any reason, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the , all electronic copies of all Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends Items and all summaries and notes prepared by referencing any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Seller shall make all Critical Repairs listed in the Inspection Report to such Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable lawsItems.

Buyer’s Due Diligence. (a) Buyer shall have sixty forty-five (6045) days from the Effective Date to complete Buyers Buyer’s Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and each Facility to perform its normal and customary due diligence, upon not less than five (5) days prior notice to Seller and only in the presence of a designated representative of Seller and shall only be accomplished in a manner designed to minimize any disruption or interference of the normal and customary activities at the Facility including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which each Facility (or the Seller, on behalf of such Facility) are a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of each Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Surveys, as defined in Section 14 herein, for each Facility; (vi) Inspection of the books and records of each Facility and that portion of the Seller’s books and records which pertain to the Facilities; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v6(a)(vii) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facilities; (ix) Review In accordance and with HIPPA and to the extent allowable thereunder, review of resident files, agreements, and any other documentation regarding the residents of the Facilities, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; and (x) Review of files maintained by the State Wisconsin Department of Health and Family Services relating to the Facilities; and (xi) Review of all drawings, plans and specifications and all engineering reports for the Facilities in the possession of or readily available to Seller; and (xii) Seller will furnish copies of all any environmental reports, property condition reports, appraisals, title reports and ALTA Surveys (or surveys) that it currently has in its possession. (xiii) Review copies of currently effective written employment manuals or written employment policies and/or procedures have been provided to or for employees. Notwithstanding the foregoing provisions of this Subsection, in the event Seller fails to deliver all Due Diligence Items listed in Schedule 10(a)(v6(a)(vii) on or before the time set forth in Subsection (a)(vii) aboveherein, then the Due Diligence Period shall be deemed extended on a day-to-day basis until Seller completes such delivery of the Due Diligence Items to Buyer. (b) Buyer agrees and acknowledges that: (i) Buyer will not disclose the Due Diligence Items or any other materials received from Seller pursuant to this Agreement (the “Property Information”) or any of the provisions, terms or conditions thereof, or any information disclosed therein or thereby, to any party outside of Buyer’s organization, other than Buyer’s Consultants whom shall also not disclose the Property Information to third partiesConsultants; (ii) the Property Information is delivered to Buyer solely as an accommodation to Buyer; (iii) Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of any matters set out in or disclosed by the Property Information; and(ivand (iv) except as expressly contained in this Agreement, Seller has not made and does not make any warranties or representations of any kind or nature regarding the truth, accuracy or completeness of the information set out in or disclosed by the Property Information. (c) All due diligence activities of Buyer at the Facilities shall be scheduled with Seller upon two five (25) business days prior notice. Reviews, inspections and investigations at the Facilities shall be conducted by Buyer in such manner so as not to disrupt the operation of the FacilitiesFacilities and shall only be conducted in the presence of a designated representative of the Seller and under no circumstances may Buyer or any of its representatives be permitted to discuss or speak with employees or residents of the Facilities without the prior approval of Seller in its reasonable discretion. (d) Within the Due Diligence Period, Buyer may, at its sole cost, obtain third party engineering and physical condition reports and Phase I Environmental Audits covering each Facility, certified to Buyer, prepared by an engineering and/or environmental consultants acceptable to Buyer; provided, no inspection by Buyer’s Consultants shall involve the taking of samples or other physically invasive procedures (such as a Phase II environmental audit) without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayedwithheld. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall indemnify, defend (with counsel acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities, without limitation, attorneys’ fees incurred in connection therewith) arising out of or resulting from Buyer’ or Buyer’s Consultant’s exercise of its right of inspection as provided for in this Section 6; provided, however, such indemnification shall not extend to matters merely discovered by Buyer and/ or the acts or omissions of Seller or any third party. The indemnification obligation of Buyer under this Section 6 shall survive the termination of this Agreement indefinitelyAgreement. Following any audit or inspection as provided for herein, Buyer shall promptly return the Real Property and the Facilities to the condition in which they existed immediately prior to such audit or inspection. (e) If the results of the foregoing inspections and audits are not acceptable to Buyer in its sole and absolute discretion, Buyer may, upon notice to Seller given on or before 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period, terminate this Agreement, and in such event, neither party shall have any further rights and obligations under this Agreement, except for obligations which expressly survive the termination of this Agreement. Failure of Buyer to deliver written notice of approval prior to 5:00 p.m. (Pacific Time) on the last day of the Due Diligence Period shall be deemed to constitute Buyer’s disapproval of the matters described in this Section 6(a). If this Agreement shall be terminated prior to Closing, upon Seller’s request, Buyer shall promptly return or destroy all copies of the Due Diligence Items. (f) During the Due Diligence Period, Buyer shall obtain, at Buyer’s election, a third party inspection report with respect to each Facility (the Inspection Report”). If the Inspection Report recommends any critical repairs (the “Critical Repairs”) be made to any Facility, Buyer shall provide Seller with written notice of the same not less than five (5) business days prior to the expiration of the Due Diligence Period, and the Critical Repairs shall be listed on a new Schedule 6(f) to be attached to the Agreement. Upon receipt of such notice, Seller shall notify Buyer by written notice prior to the expiration of the Due Diligence Period of Seller’s election to (i) make such Critical Repairs prior to Closing, provided however, Seller’s obligation to pay for the costs of such Critical Repairs shall not exceed One Hundred Thousand Dollars ($100,000) total in the aggregate (the “Critical Repair Cap”); or (ii) not make the Critical Repairs, and at Closing the Purchase Price shall be reduced by the lesser of the following amounts: (A) the amount of the Critical Repair Cap, or (B) the cost of the Critical Repairs. If Seller elects to make such Critical Repairs, Seller shall make all the Critical Repairs listed in the Inspection Report to such the Facility at least ten (10) business days prior to the Closing, at Seller’s sole cost and expense (not to exceed One Hundred Thousand Dollars ($100,000) per Facility (“Seller’s Critical Repair Cap”)). Buyer shall be responsible for any Critical Repair costs for any Facility over the Seller’s Critical Repair Cap. Seller shall deliver to Buyer a completion letter or similar notice documenting the completion of the repairs (the “Repair Completion Notice”) executed by Seller and Seller’s contractor and/or architect who performed and/or supervised the construction of the repairs. The Critical Repairs shall be constructed in a workmanlike manner and in accordance with all applicable laws.