Common use of Full Access and Disclosure Clause in Contracts

Full Access and Disclosure. (a) The Sellers shall, upon reasonable prior notice from one or more of the Purchasers not less than forty-eight (48) hours prior to such requested access, afford to the Purchasers and their counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, the “Purchasers’ Representatives”) reasonable access to Books and Records and all other information in the Sellers’ possession or reasonable control (other than appraisal reports, but including any surveys for the Real Property) in any way relating to the Assets and/or the Facilities, which the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilities, subject to Section 4.3(c), and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers Seller shall, upon reasonable prior notice from one or more of the Purchasers not to be less than forty-eight two (482) hours prior to such requested accessdays, afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, the “Purchasers’ "Purchaser's Representatives”") reasonable access during business hours to the Facilities, and all Books and Records Records, including, but not limited to, the roof, all FF&E, heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information in reasonably requested, including the Sellers’ possession or reasonable control (other than appraisal most recent Financial Statements, cost reports, but inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including any surveys for the Real Property) in any way dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and/or and the FacilitiesFacilities as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, which calls or other contacts with Seller's personnel, and such access shall include the Sellers may right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Purchasers’ option provide via electronic copy or make available for inspection at Facilities prior to the corporate office or at expiration of the FacilitiesDue Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Section 4.3(c)Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives shall from time to time reasonably request, and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”22 <PAGE> 4.4

Full Access and Disclosure. (a) The Sellers shallterm "Facility Management" means the following personnel: the principals of Seller, upon reasonable prior notice from one or more any personnel with managerial oversight of the Purchasers not less than forty-eight (48) hours prior Hospitals, the CEOs of the Hospitals, the head nurses at the Hospitals, and the head maintenance person at the Facility. On the Effective Date, Seller shall notify the Facility Management of the pending sale/leaseback of the Facility to such requested accessPurchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, Seller shall afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, the “Purchasers’ "Purchaser’s Representatives”") reasonable access to Books (i) the Facility during business hours, including, but not limited to, the roof, all FF&E, the heating and Records cooling systems, and (ii) any and all financial data and records, operating data and other information in requested, including the Sellers’ possession or reasonable control (other than appraisal Financial Statements, audits, inspection reports, but including any surveys for the Real Property) in any way plans of correction with respect to Licensing Surveys, payroll information, government program reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Assets and/or Hospitals (collectively, the Facilities“Hospital Data”) so that Purchaser may have a full opportunity to make such investigations of the Assets, the Facility and the Hospitals as Purchaser shall desire to make. Seller shall be entitled to have a representative present during Purchaser’s scheduled visits. Notwithstanding the foregoing, in no event shall any of Purchaser’s Representatives be permitted to enter into any rooms in which patients are present or enter into any area of the Sellers may at Hospitals that Seller reasonably designates as a secured area, including, without limitation, the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilities, subject pharmacy unless escorted by a representative of Seller. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser’s Representatives shall from time to Section 4.3(c)time request, and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided. Each of Purchaser’s Representatives that desires access to any Hospital Data that contains individually identifiable health information will sign an appropriate Business Associate Agreement to ensure compliance with the privacy and security regulations of the Health Insurance Portability and Accountability Act of 1996, howeverPublic Law 104-191, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify Health Information Technology for Economic and Clinical Health Act, Public Law 111-005, and the representations and warranties made regulations promulgated thereunder by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this AgreementU.S. Department of Health and Human Services. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers shall, upon reasonable prior notice from one or more of the Purchasers not less than forty-eight (48) hours prior to such requested access, Each Seller shall afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers agents and other authorized representatives (collectively, and to financial institutions specified by the “Purchasers’ Representatives”) Purchaser reasonable access to Books and Records and all other information in the Sellers’ possession or reasonable control (other than appraisal reports, but including any surveys for the Real Property) in any way relating dur­ing business hours to the Assets and/or the FacilitiesSeller’s plants, which the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilitiesproper­ties, subject to Section 4.3(c)customers, books and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, records in order that the Sellers Purchaser may have full opportunity to make such reasonable investigations as it shall not be required desire to provide via electronic copy make of the affairs of the Seller. Each Seller shall cause its officers, employees, counsel and auditors to furnish such addi­tional financial and operating data and other informa­tion as the Purchaser shall from time to time reasonably request including, without limitation, any Books and Records or other documents located at internal control recommendations made by its independent auditors in connection with any audit of the Facilities that are not in electronic form or reasonably practicably converted Seller. From time to electronic form. (b) The Sellers time prior to the Closing Date, each Seller shall promptly supplement or amend any information, written or otherwise, information previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Datedate of this Agreement, would have been required to be set forth or discloseddisclosed herein; provided, however, that such supplemental information shall not be deemed to be an amendment to any schedule hereto and shall not change the risk allocation of this Agreement among the Purchaser, the Parent and the Sellers if it relates to events or circumstances that occurred prior to the date hereof; provided, further, that if such supplement supplemental information relates to events or amendment of any information delivered circumstances that occur only after the Effective Date shall not affect or modify date hereof such supplemental information shall, at the representations and warranties made by option of the Sellers, be deemed to be an amendment to the conditions precedent Sellers’ disclosure schedules. If the Sellers indicate that the revised schedule is for disclosure purposes only, the Sellers shall remain liable for the items disclosed therein. If the Sellers indicate it is an amendment, the Purchaser shall have the option to accept or reject any amendment on or prior to the Closing or Date. If the Purchasers’ rights under this Agreement. (c) Prior to Purchaser accepts the Effective Date, the Sellers notified the executive director amended schedules such schedules shall become a part of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and If the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives Purchaser rejects an amendment to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property schedule hereto prior to the Closing Date, pursuant to the Purchaser may terminate this Section 4.3. The Purchasers’ indemnity obligation set forth Agreement as provided in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”Article X.

Full Access and Disclosure. The term “Facility Management” means the following personnel: the principals of Seller, any regional vice presidents (a) The Sellers shall, upon reasonable prior notice from one or more other personnel with managerial oversight of the Purchasers not less than forty-eight (48) hours prior Facility), the director or executive director, as applicable, of the Facility, the head nurse at the Facility and the head maintenance person at the Facility. On the Effective Date, Seller shall notify the Facility Management of the pending sale/leaseback of the Facility to such requested accessPurchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, Seller shall afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, the “Purchasers’ Purchaser’s Representatives”) reasonable access to Books the Facility during business hours, including, but not limited to, the roof, all FF&E, the heating and Records cooling systems, and any and all financial data and records, operating data and other information in requested, including the Sellers’ possession or reasonable control (other than appraisal Most Recent Financial Statements, audits, inspection reports, but including any surveys for the Real Property) in any way plans of correction with respect to Licensing Surveys, and all contracts, agreements, correspondence files and other documents relating to the Facility so that Purchaser may have a full opportunity to make such investigations of the Assets and/or and the FacilitiesFacility as Purchaser shall desire to make, which the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilities, subject to Section 4.3(c), and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers Purchaser shall not conduct any invasive investigations, including the sampling of any environment media, without the prior written consent of Seller. Seller shall be required entitled to provide via electronic copy any Books have a representative present during Purchaser’s scheduled visits. Seller shall furnish such additional financial and Records or operating data and other documents located at the Facilities that are not in electronic form or reasonably practicably converted information as Purchaser and Purchaser’s Representatives shall from time to electronic form. (b) The Sellers time request, and Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. The term "Facility Management" means the following personnel: the principals of Seller, any regional vice presidents (a) The Sellers shall, upon reasonable prior notice from one or more other personnel with managerial oversight of the Purchasers not less than forty-eight (48) hours prior Facility), the director or executive director, as applicable, of the Facility, the head nurse at the Facility and the head maintenance person at the Facility. On the Effective Date, Seller shall notify the Facility Management of the pending sale/leaseback of the Facility to such requested accessPurchaser and instruct the Facility Management to fully cooperate with Purchaser and to treat the pending sale with utmost confidentiality. Thereafter, Seller shall afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers appraisers, lenders and other authorized representatives (collectively, the “Purchasers’ "Purchaser’s Representatives”") reasonable access to Books the Facility during business hours, including, but not limited to, the roof, all FF&E, the heating and Records cooling systems, and any and all financial data and records, operating data and other information in requested, including the Sellers’ possession or reasonable control (other than appraisal Most Recent Financial Statements, audits, inspection reports, but including any surveys for the Real Property) in any way plans of correction with respect to Licensing Surveys, payroll information, Government Program reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facility so that Purchaser may have a full opportunity to make such investigations of the Assets and/or and the FacilitiesFacility as Purchaser shall desire to make. Seller shall be entitled to have a representative present during Purchaser’s scheduled visits. Prior to expiration of the Due Diligence Period, Purchaser’s access to personnel shall be limited to meeting with the Facility Management, unless otherwise approved by Seller, which approval may not be unreasonably withheld. At the Sellers may request of either Purchaser or Seller, within five (5) Business Days after the expiration of the Due Diligence Period (and assuming this Agreement is not terminated), Seller and Purchaser shall hold joint meetings at the Purchasers’ option provide via electronic copy or make available for inspection at Facility with the corporate office or at facility-based Employees to announce that the FacilitiesFacility will be sold to Purchaser and leased to Tenant. At any time after those meetings, subject Purchaser will be entitled to Section 4.3(c)meet with and interview any and all Employees. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser’s Representatives shall from time to time request, and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers Seller shall, upon request and reasonable prior advance notice from one or more of the Purchasers not less than forty-eight (48) hours prior to such requested accessPurchaser, afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers accountants and other authorized representatives (collectively, the “Purchasers’ Representatives”) reasonable access during business hours to Books its properties, computer systems, books and Records and all other information in the Sellers’ possession or reasonable control (other than appraisal reportsrecords, but including any surveys for the Real Property) in any way relating to the Assets and/or the Facilities, which including, but not limited to, the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilitiesroof, subject to Section 4.3(call equipment (fixed and movable), heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent financial statements, cost reports, inspection reports, plans of correction (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and patient mix, payroll information, Medicaid reports, employment agreements, personnel policies, occupancy agreements with patients, leases, and all contracts, agreements, and other documents relating to outside contractors, vendors, consultants, or other outside parties relating to the Facilities and to which any one or more of the Facilities are now or may become a party in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and the Facilities as it shall desire to make. Seller shall furnish such additional financial and operating data and other information as Purchaser and/or its representatives shall from time to time reasonably request. Notwithstanding the Sellersforegoing, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, Purchaser expresslyacknowledges and agrees that the Sellers Seller shall not be required obligated to provide via electronic copy furnish, nor shall Purchaser be entitled to review or have access to, any Books and Records confidential or proprietary documents or information connected with the Property, including but not limited to opinions, appraisals, internal memoranda or other documents located at documents, internal work product or other similar documents, which are in the Facilities that are not in electronic form possession or reasonably practicably converted to electronic formcontrol of Seller. IN ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER SHALL BE RESPONSIBLE FOR PURCHASER'S OWN DUE DILIGENCE WITH RESPECT TO ALL DOCUMENTS AND INFORMATION PROVIDED BY SELLER TO PURCHASER, INCLUDING THAT WHICH IS MADE AVAILABLE TO PURCHASER AS DESCRIBED ABOVE, AND ANY ANALYSIS OF SUCH DOCUMENTS AND INFORMATION SHALL BE AT PURCHASER'S OWN RISK. (b) The Sellers All such inspections and investigations by third party agents described above shall supplement be completed at Purchaser's risk without any liability to Seller, regardless of cause. Purchaser hereby agrees to indemnify and holds harmless Seller against any claims, damages, losses, liabilities, injuries and/or expenses (including attorneys' fees and court costs) associated with or amend arising in any informationconnection with such inspections or investigations, written or otherwisethe entry onto the Real Property by Purchaser or any of its employees, previously delivered agents, consultants or otherwise disclosed contractors. Purchaser further undertakes that any damage occasioned to the Purchasers with respect to any matter hereafter arising whichReal Property, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing Personal Property or the Purchasers’ rights Facilities caused by such inspections or investigations shall be cured by Purchaser's restoring the Real Property, Personal Property or portion of the Facilities disturbed or damaged back to its pre-entry and pre-disturbed state. Purchaser agrees to indemnify and hold harmless Seller from claims by third parties for monies due incidental to such inspections or investigations. The foregoing indemnity and other covenants of Purchaser shall survive Closing under (or any earlier termination of) this AgreementAgreement for a period of one (1) year. (c) Prior to the Effective Date, the Sellers notified the executive director entry onto any of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and by Purchaser or any of its employees, agents, consultants or contractors, Purchaser shall deliver to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided Seller certificates evidencing that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused parties' entry is covered by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any other appropriate insurance, which insurance policy required by this subsection shall be written by an insurance company licensed reasonably satisfactory to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the SellersSeller. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers shallBetween the Execution Date and the Closing Date, and upon reasonable prior notice from one or more of notice, Seller shall, and shall cause the Purchasers not less than forty-eight (48) hours prior to such requested accessAcquired Subsidiaries to, afford to the Purchasers Purchaser and Highmark Healthcare, LLC and their respective counsel, accountants, environmental consultants, engineers, appraisers accountants and other authorized representatives (collectively, the “Purchasers’ Representatives”) reasonable access to Books and Records and all other information in the Sellers’ possession or reasonable control (other than appraisal reports, but including any surveys for the Real Property) in any way relating during normal business hours to the Assets and/or properties, computer systems, contracts and agreements, books and records of the Facilities, which the Sellers may at the Purchasers’ option provide via electronic copy or make available for inspection at the corporate office or at the Facilities, subject to Section 4.3(c), and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ RepresentativesAcquired Subsidiaries; provided, however, that the Sellers such investigation shall not be required interfere with the ordinary course business or operations of Seller or any of the Acquired Subsidiaries. Officers of Seller shall furnish such financial and operating data and other information with respect to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or as Purchaser and Highmark Healthcare, LLC and/or their respective representatives shall from time to time reasonably practicably converted to electronic formrequest. (b) The Sellers All inspections and investigations by Purchaser or Highmark Healthcare, LLC or their respective representatives described in Section 5.2(a) shall supplement be completed at Purchaser's risk and expense, without any liability to Seller, regardless of cause, and, in addition to any other indemnification obligations set forth under this Agreement, Purchaser hereby agrees to indemnify and holds harmless Seller against any damages or amend injuries associated with such inspections or investigations. Purchaser further undertakes that any informationdamage occasioned to any real property or personal property (including the Facilities) caused by such inspections or investigations shall be cured by restoring such real property, written personal property or portion of the Facilities disturbed or damaged back to its pre-entry and pre-disturbed state. (c) Seller shall have the right to retain copies of any books and records related to or prepared in connection with the Facilities and their operation by the Acquired Subsidiaries. (d) Except as expressly provided for in this Agreement, other than information set forth herein or in the Schedules to this Agreement or delivered to Purchaser in accordance with this Agreement, no information or knowledge which has been obtained by or communicated to Purchaser in any investigation of Seller, the Facilities or the Acquired Subsidiaries, whether pursuant to this Section 5.2(d), prior to the date of this Agreement or otherwise, previously delivered or otherwise disclosed to the Purchasers with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, which would have been obtained but for the failure of Purchaser to make an investigation, shall affect or be deemed to modify, qualify or diminish in any way any representation or warranty of Seller contained herein or the conditions to the obligations of the parties to consummate the transactions contemplated hereby in accordance with the terms and provisions of this Agreement. (e) In connection with any filing required to be set forth made by Purchaser with the Securities and Exchange Commission (the "SEC") (or disclosedany SEC review of such filing), Seller shall permit Purchaser and its authorized representatives to have reasonable access, during normal business hours and upon reasonable advance notice, to the properties, books and records of Seller relating to the Acquired Subsidiaries solely for the purpose of preparing any such SEC filing or responding to SEC questions, comments or requests on such SEC filing; provided, however, that any such supplement or amendment of any information delivered after the Effective Date obtained by Purchaser and its authorized representatives hereunder shall not affect or modify the representations and warranties made be governed by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers Confidentiality Agreement and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentialityany other reasonable confidentiality agreement requested by Seller. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and Purchaser shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and solely responsible for all claims and liabilities, including reasonable costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations incurred by Seller in performing its obligations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others this Section 5.2(e) (including claims or liabilities for loss all reasonable fees and disbursements of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this AgreementSeller's independent auditors). (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers Seller shall, upon reasonable prior notice from one or more of the Purchasers not to be less than forty-eight two (482) hours prior to such requested accessdays, afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, the “Purchasers’ "Purchaser's Representatives”") reasonable access during business hours to the Facilities, and all Books and Records Records, including, but not limited to, the roof, all FF&E, heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information in reasonably requested, including the Sellers’ possession or reasonable control (other than appraisal most recent Financial Statements, cost reports, but inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including any surveys for the Real Property) in any way dates and amounts of increases), census data and residency mix, payroll information, Medicaid reports, employment agreements, personnel policies, and all contracts, agreements, correspondence files and other documents relating to the Facilities in order that Purchaser may have full opportunity to make such reasonable investigations of the Assets and/or and the FacilitiesFacilities as Purchaser shall desire to make. Seller shall be entitled to have a Seller representative present during Purchaser's scheduled visits and in any meetings, which calls or other contacts with Seller's personnel, and such access shall include the Sellers may right to meet with the residence directors, executive directors, regional vice presidents, directors of nursing and personnel who are responsible for maintenance at the Purchasers’ option provide via electronic copy or make available for inspection at Facilities prior to the corporate office or at expiration of the FacilitiesDue Diligence Period and all personnel after the expiration of the Due Diligence Period, subject to Section 4.3(c)Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Seller shall furnish such additional financial and operating data and other information as Purchaser and Purchaser's Representatives shall from time to time reasonably request, and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (c) Prior to the Effective Date, the Sellers notified the executive director of each Facility of the pending sale of such Facility to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ or the Purchasers’ Representatives’ visits and in all meetings, calls or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility to its condition immediately preceding such inspections and examinations, reasonable wear and tear excepted, and shall keep each Facility free and clear of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement. (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”

Full Access and Disclosure. (a) The Sellers Seller shall, upon reasonable prior notice from one or more of the Purchasers not less than forty-eight (48) hours prior to such requested accessnotice, afford to the Purchasers Purchaser and their its counsel, accountants, environmental consultants, engineers, appraisers and other authorized representatives (collectively, the “Purchasers’ Representatives”) reasonable access during business hours to Books and Records the Facilities, and all other information in the Sellers’ possession or reasonable control (other than appraisal reportscomputer systems, but including any surveys for the Real Property) books and records in any way relating to the Assets and/or the Facilities, including, but not limited to, the roof, all equipment (fixed and movable), heating and cooling systems, and any and all vehicles, financial data and records, operating data and other information reasonably requested, including the most recent financial statements, cost reports, inspection reports, plans of correction with respect to Licensing Surveys (all with respect to the past three (3) years), current room rates (including dates and amounts of increases), census data and patient mix, payroll information, Medicaid reports, employment agreements, personnel policies, occupancy agreements with patients, leases, and all contracts, agreements, correspondence and other documents relating to outside contractors, vendors, consultants, or other outside parties relating to the Facilities and to which any one or more of the Sellers Facilities are now or may at become a party in order that Purchaser may have full opportunity to make such reasonable investigations of the Purchasers’ option provide via electronic copy or make available for inspection at Assets and the corporate office or at Facilities as Purchaser shall desire to make. Such access shall include the Facilitiesright to meet with all personnel, subject to Section 4.3(c)Purchaser's obligation to comply with the confidentiality provisions set forth in this Agreement. Purchaser shall provide Seller with at least two (2) days' advance notice by telephone of the date, time, place and expected attendees for any visits to the Facilities. Seller shall furnish such additional financial and operating data and other information as Purchaser and its representatives shall from time to time reasonably request, and which information the Sellers, upon such prior notice, shall discuss telephonically with the Purchasers’ Representatives; provided, however, that the Sellers shall not be required to provide via electronic copy any Books and Records or other documents located at the Facilities that are not in electronic form or reasonably practicably converted to electronic form. (b) The Sellers Seller shall supplement or amend any information, written or otherwise, previously delivered or otherwise disclosed to the Purchasers Purchaser with respect to any matter hereafter arising which, if existing or occurring at the Effective Date, would have been required to be set forth or disclosed; provided, however, that any such supplement or amendment of any information delivered after the Effective Date shall not affect or modify the representations and warranties made by the Sellers, the conditions precedent to the Closing or the Purchasers’ rights under this Agreement. (cb) Prior Purchaser hereby agrees to indemnify and hold harmless Seller against: (i) any physical damages or physical injuries associated with completion of such inspections or investigations resulting from the Effective Dateactual negligence of Purchaser or its agent, and (ii) claims by third parties for monies due incidental to such inspections or investigations, which undertaking shall survive the Sellers notified termination of this Agreement or the executive director of each Facility conveyance of the pending sale Assets by Seller to Purchaser for the period of such Facility one (1) year. Purchaser further undertakes that any damage occasioned to the Purchasers and instructed such executive director to cooperate with the Purchasers and to treat the pending sale with the utmost confidentiality. From the Effective Date through the Closing Date, the Purchasers and the Purchasers’ Representatives shall have the opportunity and right upon forty-eight (48) hours prior notice to the Sellers and during normal business hours to enter upon the Real Property and to perform and complete, at the Purchasers’ sole expense, their due diligence review, examination and inspection of all matters pertaining to their acquisition of the Assets, including inspection of the Real Property, the Leases, Residency Agreements, the Inventory, the Books and Records and the Personal Property; provided that the Sellers are entitled to have a representative (either the Facility’s executive director or a designated person from the corporate office) present during the Purchasers’ Property or the Purchasers’ Representatives’ visits and in all meetingsFacilities caused by such inspections or investigations shall be cured by restoring the Real Property, calls Personal Property or other contacts or communications with the Sellers’ personnel, and such access shall include the right to meet with the executive directors and the department heads of nursing, maintenance, marketing and food prior to and after March 31, 2012 (the “Notification Date”) and all other personnel after the Notification Date, subject to the Purchasers’ obligation to comply with the confidentiality provisions set forth in this Agreement. The Purchasers shall at all times conduct such due diligence in compliance (in all material respects) with Applicable Law and the terms portion of the Residency Agreements and Tenant Leases, and shall use commercially reasonable efforts to not cause damage, loss, cost Facilities disturbed or expense to the Sellers, the Facilities or the Residents or unreasonably interfere with or disturb any Resident. To the extent of any damage caused by the Purchasers or the Purchasers’ Representatives to any Facility, the Purchasers shall promptly restore such Facility damaged back to its condition immediately preceding such inspections pre-entry and examinationspre-disturbed state. Purchaser's parent company, reasonable wear Alterra Healthcare Corporation, is executing this Agreement for the sole purpose of guarantying the obligations and tear excepted, and shall keep each Facility free and clear covenants of any mechanic’s liens or materialmen’s liens arising as a result such inspections and investigations. (d) The Sellers shall approve any request for a physical inspection or examination of any Facility (and shall be deemed to have approved the same) so long as (i) the Purchasers shall have provided to the Seller of such Facility not less than forty-eight (48) hours prior notice of the same (which notice may be given telephonically on a Business Day); (ii) the Purchasers shall have delivered to the Sellers a certificate of insurance showing that the Purchasers maintain a commercial general liability insurance policy having a combined liability limit of at least One Million Dollars ($1,000,000) and property damage limits of at least One Million Dollars ($1,000,000) and (iii) such proposed inspection or examination shall not unreasonably interfere with such Facility’s operations. Any insurance policy required by this subsection shall be written by an insurance company licensed to do business in the state where the Facility is located, name the Sellers as additional insureds, and contain a waiver of any rights of subrogation against the Sellers. (e) The Purchasers shall indemnify, defend, and hold the Sellers harmless for, from, and against any and all claims and liabilities, including costs and expenses for loss, injury to or death of any of the Purchasers’ Representatives (waiving all limitations Purchaser under workers’ compensation), and any loss, damage to or destruction of any property owned by the Sellers or others (including claims or liabilities for loss of use of any property) resulting primarily from the action or inaction of any of the Purchasers’ Representatives during any visit to the Real Property prior to the Closing Date, pursuant to this Section 4.3. The Purchasers’ indemnity obligation set forth in this Section 4.3(d) shall survive the termination or Closing of this Agreement4.3(b). (f) The activities contemplated by this Section 4.3 shall be referred to as the “Due Diligence Investigation.”