Castle & Nicholson LLP Uses in Notices Clause

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH PARK PLACE, LLC, a California limited liability company ("Existing Owner") and NAZARETH PARK PLACE, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218 Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH CLASSIC CARE COMMUNITY, LLC, a California limited liability company ("Existing Owner") AND NAZARETH CLASSIC CARE COMMUNITY, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH ROSE GARDEN OF NAPA, LLC, a California limited liability company ("Existing Owner") and NAZARETH ROSE GARDEN OF NAPA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH AGUA CALIENTE VILLA, LLC, a California limited liability company ("Existing Owner") and NAZARETH AGUA CALIENTE VILLA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between NAZARETH VISTA, LLC, a California limited liability company ("Seller") and COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc.800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir KardoshE-mail: [email protected] With a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAPA SKILLED NURSING CENTER, LLC, a California limited liability company ("Existing Owner") and NAZARETH CLASSIC CARE OF NAPA, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of March 6, 2017 (the "Effective Date"), by and between (i) NAZARETH CLASSIC CARE OF FAIRFIELD, LLC, a California limited liability company ("Existing Owner") and NAZARETH CLASSIC CARE OF FAIRFIELD, INC., a California S corporation ("Existing Operator", and together with Existing Owner, individually and collectively, "Seller") and (ii) COLONIAL OAKS SENIOR LIVING HOLDCO, LLC, a Delaware limited liability company ("Buyer"). Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by email, with confirmation of receipt or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated email address of the Party intended to be given notice shall be deemed received upon confirmation of receipt, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered upon receipt. Notices shall be given to the following addresses:Seller:c/o Nazareth Enterprises, Inc. 800 S. B Street, Suite 100 San Mateo, California 94401 Attn: Mounir Kardosh E-mail: [email protected] a copy to:MacInnis, Donner & Koplowitz465 California Street, Suite 222San Francisco, California 94104Attn: Edward A. Koplowitz, Esq.Email: [email protected]:Colonial Oaks Senior Living Holdco, LLCAttention: Carl Mittendorff510 Bering, Ste. 210 Houston, Texas 77057 E-mail: [email protected] a copy to:Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2029 Century Park East, 21st Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] to Escrow Holder:Chicago Title Insurance Company712 Main Street Suite 2000EHouston, TX 77002-3218Telephone: (713) 238-9191Facsimile: (713) 238-9190E-mail: [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of February 18, 2015 (the "Effective Date"), by and among the parties listed on Schedule 1 attached hereto and made a part hereof (each individually, a "Seller" and collectively, "Sellers") and FOUNTAINS PORTFOLIO OWNER LLC, a Delaware limited liability company ("Buyer"). Sellers and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 18. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by facsimile transmission (with confirmation by a nationally recognized overnight delivery service), (d) by a nationally recognized overnight delivery service or (e) by email, with confirmation of receipt. Notices transmitted to the then designated facsimile number of the Party intended to be given notice shall be deemed received upon electronic verification of receipt by the sending machine, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next Business Day and notices delivered by certified or registered mail shall be deemed delivered three (3) days following posting. Notices shall be given to the following addresses:Buyer:c/o Northstar Asset Management Group, Inc.2 Bethesda Metro Center, Suite 1300Bethesda, Maryland 20814Attention: Doug BathTelephone: (240) 479-7121 E-mail: [email protected] a copy to:Gibson, Dunn & Crutcher LLP200 Park AvenueNew York, New York 10166Attention: Harry Silvera, Esq.Telephone: (212) 351-2348Facsimile: (212) 716-0849E-mail: [email protected] a copy to:The Freshwater Group, Inc.Attention: David Freshwater2020 W. Rudasill RoadTucson, Arizona 85704Fax: 505-212-0987 The Freshwater Group, Inc.Attention: Carl Mittendorff2020 W. Rudasill RoadTucson, Arizona 85704Fax: 505-212-0987 Cox, Castle & Nicholson LLPAttention: Kevin Kinigstein, Esq.2029 Century Park East, Suite 2100Los Angeles, California 90067Telephone: (310) 277-4222Facsimile: (310) 277-7889E-mail: [email protected]Sellers:c/o AIM Group Investment Management US Inc. 1180 Peachtree Street, Suite 3000Atlanta, Georgia 30309Attn: Michael K. CaseyTelephone: (404) 724-1830Facsimile: (404) 724-1831 E-mail: [email protected] a copy to:Milbank, Tweed, Hadley & McCloy LLP1 Chase Manhattan Plaza New York, New York 10005 Attn: Mark Mandel, Esq. Telephone: (212) 530-5026 Facsimile: (212) 530-5219 E-mail: [email protected] to Escrow Holder:First American Title Insurance Company 666 Third Avenue New York, New York 10017 Attention: Brett Habermann Telephone: (212) 850-0628 Facsimile: (212) 331-1469 E-mail: [email protected]

Notices from Management Agreement

THIS MANAGEMENT AGREEMENT ("Agreement") is made as of the 27th day of December, 2013, by and between Watermark Retirement Communities, Inc., an Arizona corporation ("Manager"), and Watermark Pinebrook LLC, a Delaware limited liablilty company ("Owner").

Notices. All notices provided for in this Agreement shall be in writing and emailed, faxed or mailed by registered or certified mail, postage prepaid or by express mail, to the following addresses until such time as written notice of change of address is given the other party. OPERATOR: Watermark Retirement Communities, Inc. ATTN: David Barnes 2020 West Rudasill Road Tucson, AZ 85704 [email protected] and a copy to: ATTN: Cox, Castle & Nicholson LLP Kevin Kinigstein, Esq. 2049 Century Park East, 28th Floor Los Angeles, CA 90067 [email protected] OWNER: Watermark Pinebrook, LLC ATTN: Doug Bath c/o NorthStar Realty Healthcare 2 Bethesda Metro Center, Suite 1300 Bethesda, Maryland 20814 [email protected]

Notices from Purchase and Sale Agreement and Joint Escrow

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of August 27, 2013 (the "Effective Date"), by and between Harvard Square LLC, a Washington limited liability company ("Developed Land Seller"); LDEV, LLC, a Washington limited liability company ("Undeveloped Land Seller", and together with Developed Land Seller, individually and collectively, "Seller" or "Sellers"); and The Freshwater Group, Inc., an Arizona corporation ("Buyer"). Developed Land Seller, Undeveloped Land Seller and Buyer are sometimes each individually referred to as a "Party" and collectively as the "Parties."

Notices. All notices, demands, or other communications of any type given by any Party hereunder, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless given in accordance with the provisions of this Section 12. All notices shall be in writing and delivered to the person to whom the notice is directed, either (a) in person, (b) by United States Mail, as a registered or certified item, return receipt requested, (c) by electronic mail, or (d) by a nationally recognized overnight delivery service. Notices transmitted to the then designated facsimile number of the Party intended to be given notice shall be deemed received upon electronic verification of receipt by the sending machine, notices sent by a nationally recognized overnight delivery service shall be deemed received on the next business day and notices delivered by certified or registered mail shall be deemed delivered three (3) days following posting. Notices shall be given to the following addresses: Seller: RC Manager, Inc. 10500 NE 8th Street, Suite 1700 Bellevue, WA 98004 Attention: Jill Ashton Telephone: (425) 533-0793 With a copy to: Perkins Coie, LLP 108855 NE 4th Street, Suite 700 Bellevue, WA 98004 Attention: Craig H. Shrontz Telephone: (425) 635-1404 Buyer: The Freshwater Group, Inc. Attention: Carl Mittendorff 2020 W. Rudasill Road Tucson, Arizona 85704 Email: [email protected] With a copy to: Cox, Castle & Nicholson LLP Attention: Kevin Kinigstein, Esq. 2049 Century Park East, 28th Floor Los Angeles, California 90067 Telephone: (310) 277-4222 E-mail: [email protected] If to Escrow Holder: First American Title Insurance Company 777 S. Figueroa Street, Suite 400 Los Angeles, California 90017 Attention: Mr. Maurice Neri Phone: (213) 271-1737 Fax: (714) 361-3603 E-mail: [email protected] With respect to any notice sent by email, to constitute effective notice, the "subject line" of such notice must state "Formal Notice under Purchase and Sale Agreement", and the sender of such notice shall use reasonable efforts to confirm that such email was received (such as a request for a confirmation email or a follow-up confirmation call).