Common use of REIT Audit Clause in Contracts

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELD, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELD, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE ROSE GARDEN OF FAIRFIELDNAPA, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE ROSE GARDEN OF FAIRFIELDNAPA, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELDCOMMUNITY, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELDCOMMUNITY, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. 47 [Remainder of page intentionally left blank Signatures begin on following page] 48 SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNERSELLER: NAZARETH CLASSIC CARE OF FAIRFIELDVISTA, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELD, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member S-1 ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNERSELLER: NAZARETH CLASSIC CARE OF FAIRFIELDVISTA, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELD, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELDAGUA CALIENTE VILLA, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELDAGUA CALIENTE VILLA, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELDPARK PLACE, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELDPARK PLACE, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller acknowledges that Buyer’s assignee may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller acknowledges that it has been advised that if Buyer’s assignee is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement is dated (the “Audited Years”) through the first anniversary of the date of this Agreement (the “stub period”) for the Property. To assist Buyer’s assignee in preparing the SEC Filings, Seller covenants and agrees that it shall provide Buyer’s Assignee with the following (to the extent in such person’s possession): (i) copies of bank statements for the Audited Years and stub period; (ii) operating statements for the Audited Years and stub period; (iii) copies of the general ledger for the Audited Years and stub period; (iv) cash receipts schedule for each month in the Audited Years and stub period; (v) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vi) accounts payable ledger and accrued expense reconciliations; (vii) check register for the Audited Years and stub period; (viii) copies of all insurance documentation for the Audited Years and stub period; (ix) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (x) a signed representation letter in the form attached hereto as Schedule 33A, and (xi) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. The foregoing shall be subject to compliance with all applicable laws and Buyer’s assignee will be responsible for all of Seller’s costs and expenses associated with the foregoing (including reasonable legal fees, if any). Upon determination by Buyer of its capital partner assignee, it is acknowledged that such assignee may require certain revisions to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELDNAPA SKILLED NURSING CENTER, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELDNAPA, INC., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel

REIT Audit. Seller Tenant acknowledges that Buyer’s assignee Landlord may be, or may be affiliated with, a publicly registered company (“Registered Company”). Seller Tenant acknowledges that it has been advised that if Buyer’s assignee the Landlord is or becomes, or is or becomes affiliated with a Registered Company, that Buyer’s assignee the Landlord or said affiliate may be required to make certain filings with the Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) fiscal years prior to the fiscal year in which this Agreement Lease is dated (the “Audited Years”) through the first anniversary of the date of this Agreement Lease (the “stub period”) for the PropertyPremises (calculated on a per Property basis). To assist Buyer’s assignee Landlord and its affiliate in preparing the SEC Filings, Seller Tenant covenants and agrees that it shall cause Guarantor and each Operating Subtenant to provide Buyer’s Assignee Landlord with the following (to the extent in such person’s possession): following: (i) copies of bank statements for the Audited Years and stub period; (ii) intentionally deleted; (iii) operating statements for the Audited Years and stub period; (iiiiv) copies of the general ledger for the Audited Years and stub period; (ivv) cash receipts schedule for each month in the Audited Years and stub period; (vvi) copies of invoices for expenses and capital improvements in the Audited Years and stub period; (vivii) accounts payable ledger and accrued expense reconciliations; (viiviii) check register for the Audited Years and stub period; (viiiix) intentionally deleted; (x) copies of all insurance documentation for the Audited Years and stub period; (ixxi) copies of Accounts Receivable aging as of the end of the Audited Years and stub period along with an explanation for all accounts over 30 days past due as of the end of the Audited Years and stub period; (xxii) a signed representation letter in the form attached hereto as Schedule 33A“19.3-A”, and (xixiii) to the extent necessary, the information set forth in the letter set forth in the form attached hereto as Schedule 33B. “19.3-B”. The foregoing shall be subject to compliance with all applicable laws Applicable Laws and Buyer’s assignee will be responsible for all performed at Tenant’s cost to the extent prepared in the ordinary course of Sellerbusiness, and otherwise at Landlord’s costs and expenses associated with the foregoing (including reasonable legal feescost, if any). Upon determination by Buyer of its capital partner assigneereimbursable to Tenant upon demand; provided, it is acknowledged that such assignee may require certain revisions reimbursement be commercially reasonable and supported by documentary evidence satisfactory to this Section 33 and/or Schedule 33A and Schedule 33B, and Seller agrees to cooperate with Buyer to amend this Agreement to accommodate such requests, so long as the same do not materially increase the obligations or liability of Seller, it being understood that a request to provide additional information that is readily ascertainable by Seller (and at the expense of Buyer’s assignee) shall not be deemed a material increase Landlord in the obligations of Seller. [Remainder of page intentionally left blank Signatures begin on following page] SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OWNER: NAZARETH CLASSIC CARE OF FAIRFIELD, LLC, a California limited liability company By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: Managing Member SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXISTING OPERATOR: NAZARETH CLASSIC CARE OF FAIRFIELD, INCits sole discretion., a California S corporation By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Its: CEO SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BUYER: COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Its: Sole Member ESCROW HOLDER: The undersigned Escrow Holder accepts the foregoing Purchase and Sale Agreement and Joint Escrow Instructions and agrees to act as Escrow Agent under this Agreement in strict accordance with its terms. CHICAGO TITLE INSURANCE COMPANY By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Its: Commercial Counsel