Common use of Assignment and Assumption of Contracts Clause in Contracts

Assignment and Assumption of Contracts. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, COPIA LIQUIDATION TRUST, a statutory trust under the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq. (a) Seller the “Assignor”), hereby sellsassigns to and delegates RBMC ADVISORS, assignsLLC, transfers a Delaware limited liability company (the “Assignee”), and conveys to Purchaser Assignee hereby assumes and accepts the assignment and delegation of all of SellerAssignor’s right, title and interest inin and to the contracts, to licenses, agreements and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof equipment leases (the “Contracts”). (b) Purchaser hereby assumes all of the covenantsdescribed on Exhibit A attached hereto relating to certain real property situated in Napa, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observedCalifornia, and complied with by the property owner Assignee hereby accepts such assignment. Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating on or after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible closing and liable arising out of the Assignee’s obligations under the Contracts for obligations arising or accruing from Contracts. If any litigation between Assignor and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance Assignee arises out of the obligations to be performed by Seller of the parties under this Assignment or concerning the Contracts which were required to be performed prior to (but not from and after) meaning or interpretation of any provision contained herein, the date hereof. (c) Purchaser losing party shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages pay the prevailing party’s costs and expenses (including of such litigation including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that fees. This Agreement may be incurred by Seller by reason executed and delivered in any number of the failure counterparts, each of Purchaser which so executed and delivered shall be deemed to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any be an original and all claims, demands, causes of action, liabilities, losses, costs, damages which shall constitute one and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)same instrument.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, K75 Phase III Limited Partnership (a) Seller “Assignor”), hereby sellsassigns and delegates to Xxxxx Fund XIV – 3675 Kennesaw 75 Parkway, assignsLLC, transfers a Georgia limited liability company (“Assignee”), with an office and conveys to Purchaser place of business located at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxxxx 00000, and Assignee hereby assumes and accepts the assignment and delegation of all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto relating to certain real property known as 3675 Kennesaw 75 Parkway, Kennesaw, Xxxx County, Georgia, and made a part hereof Assignee hereby accepts such assignment. Assignee shall and does hereby indemnify Assignor against, and agrees to hold Assignor harmless from any and all cost, liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) suffered or incurred by Assignor in connection with the contracts described in Exhibit A hereto (the “Contracts”). (b) Purchaser hereby assumes all based upon or arising out of any breach or alleged breach of the covenantsContracts by Assignee, agreementsor any event or condition pertaining to any Contract, conditions occurring or alleging to have occurred on or after the Closing Date. Assignor shall and other terms does hereby indemnify Assignee against, and provisions stated agrees to hold Assignee harmless from any and all cost, liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) suffered or incurred by Assignee in connection with the Contracts which, under the terms based upon or arising out of any breach or alleged breach of the ContractsContracts by Assignor, are or any event or condition pertaining to any Contract, occurring or alleging to have occurred before the Closing Date. Notwithstanding the foregoing indemnities, written notification of any claim arising from Assignor’s indemnity must be performed, observed, and complied with received by the property owner from and Assignor within nine (9) months after the date of this Agreement. Purchaser acknowledges that Purchaser hereof or such claim shall become solely responsible be forever barred and liable under the Contracts for obligations arising or accruing from and after the date hereof, including Assignor shall have no liability with respect thereto. In addition, upon Assignor’s receipt of written notification of any such claim, Assignor shall first be afforded at least ten (10) days to any and all payments coming due under cure the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred circumstance alleged in defending any such claim or prior to Assignee’s filing of any claim in enforcing connection therewith. Furthermore, the aggregate liability of Assignor for any indemnity under this Assignment shall not exceed $100,000.00, and recovery of actual damages up to that amount is Assignee’s sole and exclusive remedy pursuant to such indemnity) ; provided, however, that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under neither Assignor nor Assignee shall have any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect liability to the Credited Payments (other for matters disclosed to the extent paid other or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred discovered by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period other prior to the date hereof. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, including the losing party shall pay the prevailing party’s costs and expenses of such litigation including, without limitation, claims made by reasonable attorneys’ fees. This Agreement may be executed and delivered in any other contract party with respect number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)same instrument.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 10000 XXXXXXXXX XXXX INVESTORS LP, a Delaware limited partnership (a) Seller the “Assignor”), hereby sellsassigns to and delegates _______________________________________________________, assignsa _______________________ (the “Assignee”), transfers with an office and conveys to Purchaser place of business at _________________________________, and Assignee hereby assumes and accepts the assignment and delegation of all of SellerAssignor’s right, title and interest inin and to the contracts, to licenses, agreements and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof equipment leases (the “Contracts”). (b) Purchaser hereby assumes all of the covenantsdescribed on Exhibit A attached hereto relating to certain real property known as Commerce Plaza Hillcrest and located at 10000 Xxxxxxxxx Xxxx, agreementsXxxxxx, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observedXxxxx, and complied with by the property owner Assignee hereby accepts such assignment. Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating on or after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible closing and liable arising out of the Assignee’s obligations under the Contracts for obligations arising or accruing described in Exhibit A. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from and after the date hereof, including with respect to any and all payments coming due cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, originating before the date of closing and arising out of the Assignor’s obligations under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser described in Exhibit A. If any litigation between Assignor and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance Assignee arises out of the obligations to be performed by Seller of the parties under this Assignment or concerning the Contracts which were required to be performed prior to (but not from and after) meaning or interpretation of any provision contained herein, the date hereof. (c) Purchaser losing party shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages pay the prevailing party’s costs and expenses (including of such litigation including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that fees. This Assignment may be incurred by Seller by reason executed and delivered in any number of the failure counterparts, each of Purchaser which so executed and delivered shall be deemed to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any be an original and all claims, demands, causes of action, liabilities, losses, costs, damages which shall constitute one and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).same instrument. DAL:0590722/00075:2361764v4

Assignment and Assumption of Contracts. In consideration of Ten and No/100 Dollars (a$10.00) Seller and other good and valuable consideration, the receipt and sufficiency of which are hereby sellsacknowledged, assignsFRISXX'X XXXTAURANTS, transfers INC., a ____________ corporation (the "Assignor"), hereby assigns and conveys delegates to Purchaser _________________, a _______________ (the "Assignee"), with an office and place of business at ________________________, and Assignee hereby assumes and accepts the assignment and delegation of, all of Seller’s Assignor's right, title and interest inin and to the maintenance agreements, to service contracts and under those serviceequipment leases (collectively, supply and similar agreements set forth the "Contracts") described on Exhibit C, "A" attached hereto relating to certain real property known as the Clarion Hotel and made a part hereof (the “Contracts”). (b) Purchaser hereby located in Covington, Kentucky; provided, however, Assignee only assumes all of the covenants, agreements, conditions those obligations and other terms liabilities which first accrue and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing arise from and after the date hereof, including with respect . Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all payments coming due under the Contracts for which Purchaser has received a credit cost, liability, loss, damage or payment on the closing statement executed by Purchaser expense, including, without limitation, reasonable attorneys' fees and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the costs, relating to or arising from Assignor's obligations to be performed by Seller under the Contracts which arose, accrued or were required to be performed performable prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, . Assignee hereby agrees to hold Assignor harmless and defend Seller from and against any and all claimscost, demandsliability, causes of actionloss, liabilitiesdamage or expense, lossesincluding, without limitation, reasonable attorneys' fees and costs, damages relating to or arising from obligations or liabilities which first arise, accrue and/or are first performable pursuant to the Contracts on or after the date hereof. Assignor represents and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) warrants to Assignee that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations there is no existing uncured default under any of the Contracts arising on the Assignor's part and no event has occurred which, with the giving of notice, the lapse of time, or accruing during the period from and after the date hereofboth, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any could constitute such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations an amended default under any of the Contracts arising Contracts. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or accruing during concerning the period prior to meaning or interpretation of any provision contained herein, the date hereofnon-prevailing party shall pay the prevailing party's costs and expenses of such litigation including, including without limitation, claims made by reasonable attorneys' fees. This Assignment may be executed and delivered in any other contract party with respect number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the Credited Payments, arising before the date hereof same instrument. Exhibit (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing10)(p).

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), [________________________], a [________________________] (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, LLC, a [________________________] (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts which were required to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to (but not protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of June __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), NEWNAN INDUSTRIAL, LLC, an Illinois limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, LLC, a [________________________] (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts which were required to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to (but not protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________ __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 170 XXXXXXX XXXXXX INVESTORS, LLC, a Delaware limited liability company (a) Seller the “Assignor”), hereby sellsassigns to and delegates THE XXXXXXXX COMPANY, assignsINC., transfers a Massachusetts corporation (the “Assignee”), with an office and conveys to Purchaser place of business at 39 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, and Assignee hereby assumes and accepts the assignment and delegation of all of SellerAssignor’s right, title and interest inin and to the contracts, to licenses, agreements and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof equipment leases (the “Contracts”). (b) Purchaser hereby assumes all of the covenantsdescribed on Exhibit A attached hereto relating to certain real property known as Dexter Park Apartments and located at 170 Xxxxxxx Xxxxxx, agreementsBrookline, conditions and other terms and provisions stated in the Contracts whichNorfolk County, under the terms of the Contracts, are to be performed, observedMassachusetts, and complied with by the property owner Assignee hereby accepts such assignment. Assignor shall indemnify Assignee against and hold Assignee harmless from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit cost, liability, loss, damage or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnifyexpense, hold harmless and defend Seller from and against any and all claimsincluding, demandswithout limitation, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim fees, originating or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser relating to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to date hereof and arising out of the date hereofAssignor’s obligations under the Contracts described on Exhibit A. Assignee shall indemnify Assignor against and hold Assignor harmless from any and all cost, including liability, loss, damage or expense, including, without limitation, claims made by any other contract party reasonable attorneys’ fees, originating or relating to the period on or after the date hereof and arising out of the Assignee’s obligations under the Contracts described on Exhibit A. Notwithstanding anything to the contrary contained herein, the indemnities contained herein shall survive for a period of six (6) months from the date set forth below (the “Survival Period”). Any litigation with respect to such indemnification must be commenced (by service of process on such other party) within the Credited PaymentsSurvival Period, arising before and if not so commenced within the Survival Period, the indemnification shall be void and of no force or effect. To the extent that Assignee has knowledge as of the date hereof set forth below of any costs, liability, loss, damage or expense which would be covered by Assignor’s indemnity set forth above, Assignor’s indemnity set forth above shall be void and of no force or effect. No claim for indemnity hereunder shall be actionable or payable unless the valid claims for indemnification collectively aggregate more than $50,000. In no event shall the liability of Assignor or Assignee hereunder exceed $500,000 (in the aggregate together with any other liabilities of Assignor arising under the transactions contemplated by that certain Purchase and Sale and Escrow Agreement dated August [ ], 2009 by and between Assignor and Assignee), and liability hereunder shall be limited to actual damages and shall not include exemplary, punitive or consequential damages. If any litigation between Assignor and Assignee arises out of the extent obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such Credited Payments were not paid or assigned litigation including, without limitation, reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to Purchaser or for be an original and all of which Purchaser did not receive a credit or payment at Closing)shall constitute one and the same instrument.

Assignment and Assumption of Contracts. For valuable consideration, the receipt and sufficiency of which is hereby acknowledge, Cherokee North Kansas City, LLC, a Delaware limited liability company, having an address of __________________________________________ (a) Seller “Assignor”), hereby sells, assigns, transfers transfer and conveys delegates to Purchaser Northtown Business Center, L.L.C., a Missouri limited liability company, having an address of ______________________ (“Assignee”), and Assignee hereby accepts the assignment, transfer and delegation of, all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “ContractsContract”). (b) Purchaser relating to certain real property known as 100 Xxxx 00xx Xxxxxx, Xxxxx Xxxxxx Xxxx, Xxxxxxxx, and Assignee does further hereby assumes agree to assume all of Assignor’s duties, obligations and liabilities under the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under pursuant to the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any . Assignee hereby assumes and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser agrees to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from on and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller terms, covenants, obligations and conditions required to performbe performed by Assignor under the Contracts, observe and comply with its obligations under any provided, however that Assignor shall remain responsible for all of the terms, covenants, obligations and conditions required to be performed by Assignor under the Contracts arising or accruing during the period prior to the date hereof. Assignor, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignee, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to Assignor’s obligations pursuant to the Contracts prior to the date hereof. Assignee, by these presents, does, for itself and for its successors and assigns, hereby indemnify and hold harmless Assignor, and its successors and assigns, from and against all and every manner of action and actions, cause or causes of action, suits, debts, sums of money, accounts, reckonings, bills, covenants, contracts, controversies, agreements, trespasses, damages, judgments, costs, expenses, attorneys' fees, penalties, fines, settlements, claims, orders and demands whatsoever, of every nature and description, whether at law or in equity, arising from or in any way pertaining to Assignee’s obligations pursuant to the Contracts following the date hereof. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party’s costs and expenses of such litigation including without limitationlimitation reasonable attorneys’ fees. This Agreement may be executed and delivered in any number of counterparts, claims made each of which so executed and delivered shall be deemed to be an original and all of which shall be deemed to be an original and all of which shall constitute one and the same instrument. Nothing in this Assignment and Assumption of Contracts is intended to, or shall be construed to, confer upon or given to any person, firm or corporation other than the parties hereto any right, remedy or claim under of by any other contract party with respect to reason by this instrument. All terms and conditions in this instrument shall be for the Credited Paymentssole and exclusive benefit of the parties hereto. EXECUTED as of the _____ day of __________________, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive ______. Cherokee North Kansas City, LLC, a credit or payment at Closing).Delaware limited liability company By: _____________________________ Name: Title: ____________________________, a _______________________ By: _____________________________ Name: Title:

Assignment and Assumption of Contracts. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KDC-AZ, LLC, a Delaware limited liability company (a) Seller the "Assignor"), hereby sellsassigns and delegates to CAPITAL TITLE GROUP, assignsINC., transfers an Arizona corporation (the "Assignee"), with an office and conveys to Purchaser place of business at 14555 N. Scottsdale Rd., Suixx 000, Xxxxxxxxxx, XX 00000, xxx Xxxxxxxx xxxxxx xxxxxes and accepts the assignment and delegation of all of Seller’s Assignor's right, title and interest in, to and under those service, supply and similar agreements set forth the contracts described on Exhibit CA attached hereto. Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, attached hereto liability, loss, damage or expense, including, without limitation, reasonable attorneys' fees and made a part costs, originating prior to and including the date hereof (the “Contracts”). (b) Purchaser hereby assumes all and arising out of the covenants, agreements, conditions and other terms and provisions stated in Assignor's obligations under the Contracts whichdescribed in Exhibit A. Assignee hereby agrees to hold Assignor harmless from any and all cost, under the terms of the Contractsliability, are to be performedloss, observeddamage or expense, and complied with by the property owner from and including, without limitation, reasonable attorneys' fees, originating after the date hereof and arising out of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable the Assignee's obligations under the Contracts for obligations arising or accruing from described in Exhibit A. If any litigation between Assignor and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance Assignee arises out of the obligations to be performed by Seller of the parties under this Assignment or concerning the Contracts which were required to be performed prior to (but not from and after) meaning or interpretation of any provision contained herein, the date hereof. (c) Purchaser losing party shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages pay the prevailing party's costs and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any of such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to performlitigation including, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by reasonable attorneys' fees. This Agreement may be executed and delivered in any other contract party with respect number of counterparts, each of which so executed and delivered shall be deemed to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any be an original and all claims, demands, causes of action, liabilities, losses, costs, damages which shall constitute one and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)same instrument.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), _____________, a __________ ____________ (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, a _______________ (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under the Contracts which were required to be performed Assignor thereunder arising at any time prior to (but not the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or assigned transactions hereby consummated and to Purchaser or for which Purchaser did not receive a credit or payment at Closing)collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee.

Assignment and Assumption of Contracts. In consideration of One Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, , a (a) Seller “Assignor”), hereby sellsassigns and delegates to , assignsa (the “Assignee”), transfers with an office and conveys to Purchaser place of business at , , , and Assignee hereby assumes and accepts the assignment and delegation of all of SellerAssignor’s right, title and interest in, in and to the contracts first accruing and under those service, supply and similar agreements set forth arising on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreementhereof described on Exhibit A attached hereto relating to certain real property known as and located at , , , and Assignee hereby accepts such assignment. Purchaser acknowledges that Purchaser shall become solely responsible Assignee hereby agrees to hold Assignor harmless from any and liable under the Contracts for obligations all cost, liability, loss, damage or expense, including, without limitation, reasonable attorneys’ fees, first accruing and arising or accruing from on and after the date hereof, including with respect to any hereof and all payments coming due arising out of the Assignee’s obligations under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser contracts described in Exhibit A. If any litigation between Assignor and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance Assignee arises out of the obligations to be performed by Seller of the parties under this Assignment or concerning the Contracts which were required to be performed prior to (but not from and after) meaning or interpretation of any provision contained herein, the date hereof. (c) Purchaser losing party shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages pay the prevailing party’s costs and expenses (including of such litigation including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that fees. This Agreement may be incurred by Seller by reason executed and delivered in any number of the failure counterparts, each of Purchaser which so executed and delivered shall be deemed to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any be an original and all claims, demands, causes of action, liabilities, losses, costs, damages which shall constitute one and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)same instrument.

Assignment and Assumption of Contracts. (a) Seller hereby sells, assigns, transfers and conveys to Purchaser Disclosure Schedule 2.5(a) sets forth a list of all of Seller’s right, title and interest in, to and under those serviceexecutory Contracts (including all purchase orders, supply agreements, joint venture agreements, operating and similar agreements set forth on Exhibit Cjoint operating agreements, attached hereto participation agreements, and made all Leases and Licenses relating to the Business or the Acquired Assets) to which the Seller is a part hereof party (collectively, the “Available Contracts”). Seller Disclosure Schedule 2.5(a) sets forth which Available Contracts relating to the Business or the Acquired Assets that Buyer wishes to assume (collectively, the “Assumed Contracts”). All Available Contracts, other than Assumed Contracts, shall not be considered Assumed Contracts or Acquired Assets and shall automatically be deemed “Excluded Contracts”. For the avoidance of doubt the Buyer and Seller each acknowledges and agrees that the FSU License Agreement, all rights and obligations of the Seller the Prior Purchase Agreements and the Revenue Share are material and necessary to the operation of the Business and use of the Acquired Assets and will be acquired by and assumed by the Buyer on Closing. However, for the avoidance of doubt, except as set forth in Section 2.3 and other than as provided in the preceding sentence, (x) Buyer shall not assume or otherwise have any Liability with respect to any Excluded Contract and (y) any employment agreement or collective bargaining agreement to which Seller may be bound or party to shall be an Excluded Contract. (b) Purchaser hereby assumes all of the covenantsThe Seller and Buyer, agreementsas applicable, conditions and other terms and provisions stated in the Contracts whichshall use commercially reasonable efforts to assign, under the terms of the Contracts, are or cause to be performedassigned, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Assumed Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereofBuyer. (c) Purchaser At Closing, Seller shall indemnifyassign, hold harmless and defend Seller from and against any and all claimsor cause to be assigned, demandsto Buyer or to a designee of Buyer, causes of actionif applicable, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason each of the failure Assumed Contracts that is capable of Purchaser to performbeing assumed and assigned, observe and comply with its obligations buyer shall assume and perform and discharge the Assumed Liabilities, if any, under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)Assumed Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), _____________, a __________ ____________ ("Assignor"), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, a _______________ ("Assignee"), all of Seller’s Assignor's right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “"Approved Contracts”"). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under the Contracts which were required to be performed Assignor thereunder arising at any time prior to (but not the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to performincluding, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made reasonable attorneys' fees and court costs) incurred by Assignee incident to, resulting from, or in any other contract party with respect way arising out of any failure by Assignor to perform and observe the Credited Payments (obligations, covenants, terms and conditions retained by Assignor hereunder. Assignee hereby agrees to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnifyprotect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of any of them and hold each of them harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ ' fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, "Closing Date" shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of ________________, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ______________________________, a ______________________, having an address of _________________________________________ (a) Seller "ASSIGNOR"), hereby sells, assigns, transfers and conveys delegates to Purchaser ________________________, a ______________________, having an address of ________________________________ ("ASSIGNEE"), and Assignee hereby accepts the assignment, transfer and delegation of, all of Seller’s Assignor's right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Contracts”). (b"CONTRACTS") Purchaser relating to certain real property known as __________________________________, and Assignee does further hereby assumes agree to assume all of the covenantsAssignor's duties, agreements, conditions obligations and other terms liabilities under and provisions stated in the Contracts which, under pursuant to the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof. Assignee hereby assumes and agrees to perform, including with respect to any on and after the date hereof, all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the terms, covenants, obligations and conditions required to be performed by Seller Assignor under the Contracts which were (the "ASSIGNEE OBLIGATIONS"), PROVIDED, HOWEVER, that Assignor shall remain responsible for all of the terms, covenants, obligations and conditions required to be performed by Assignor under the Contracts prior to (but not from and after) the date hereof. hereof (c) Purchaser shall the "ASSIGNOR OBLIGATIONS"). Assignee agrees to indemnify, protect, defend and hold Assignor harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity' fees) that may be incurred by Seller by reason Assignor as a result of Assignee's failure to perform the failure of Purchaser Assignee Obligations. Assignor agrees to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, protect, defend and hold Assignee harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees ' fees) incurred by Assignee as a result of Assignor's failure to perform the Assignor Obligations. If any litigation between Assignor and Assignee arises out of the obligations of the parties under this Assignment or concerning the meaning or interpretation of any provision contained herein, the losing party shall pay the prevailing party's costs and expenses and court costs incurred in defending any of such claim or in enforcing this indemnity) that litigation including without limitation reasonable attorneys' fees. This Agreement may be incurred by Purchaser executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Nothing in this Assignment and Assumption of Contracts is intended to, or shall be construed to, confer upon or give to any person, firm or corporation other than the parties hereto any right, remedy or claim under of by reason by this instrument. All terms and conditions in this instrument shall be for the sole and exclusive benefit of the failure of Seller to perform, observe and comply with its obligations under any parties hereto. EXECUTED as of the Contracts arising or accruing during the period prior to the date hereof______ day of ____________________, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).200__. ASSIGNOR: __________________________________________ By: ______________________________________ Name:_____________________________________ Title:____________________________________ ASSIGNEE: __________________________________________ By: ______________________________________ Name:_____________________________________ Title:____________________________________ EXHIBITS: A - LIST OF CONTRACTS

Assignment and Assumption of Contracts. (ai) Seller hereby sellsSchedule 2.5(a) sets forth a list of all executory Contracts (including all supply agreements, assignsjoint venture agreements, transfers operating and conveys joint operating agreements, participation agreements, exploration agreements (including minerals and coalbed gas exploration agreements), Leases and Lessor Leases) relating to Purchaser all the Business or the Acquired Assets to which one or more of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof Sellers are party (the “Available Contracts”) which Schedule 2.5(a) may be updated from time to time to add or remove any Contracts inadvertently included or excluded from such schedule. On or before January 4, 2016 (such date, the “Determination Date”), Buyer shall designate in writing which Available Contracts from Schedule 2.5(a) relating to the Business or the Acquired Assets that Buyer wishes to “Assume” (the “Assumed Contracts”). . All Contracts of Sellers that are listed on Schedule 2.5(a) and which Buyer does not designate in writing for assumption shall not be considered Assumed Contracts or Acquired Assets and shall automatically be deemed “Excluded Contracts” (band for the avoidance of doubt, Buyer shall not be responsible for any related Cure Costs); provided, however, that if an Available Contract is subject to a cure dispute or other dispute as to the assumption or assignment of such Available Contract that has not been resolved to the mutual satisfaction of Buyer and Sellers prior to the Determination Date, then the Determination Date shall be extended (but only with respect to such Available Contract) Purchaser hereby assumes all to no later than the earlier of (A) the date on which such dispute has been resolved to the mutual satisfaction of Buyer and Sellers, (B) one hundred and twenty (120) days following the Closing Date, (C) the date on which such Available Contract is deemed rejected by operation of 11 U.S.C. § 365(d)(4) and (D) the date required by the Bankruptcy Court and set forth in either the Bidding Procedures Order or the Sale Order (the “Extended Contract Period”). If such Available Contract is not expressly assumed by Buyer in writing by the end of such Extended Contract Period, such Available Contract shall be automatically deemed an Excluded Contract. Buyer shall be responsible for any obligations or Liabilities arising during any Extended Contract Period relating to any Available Contract that has not been assumed or rejected as of the covenantsDetermination Date as provided in this Section 2.5(a). For the avoidance of doubt, agreements, conditions except as set forth in Section 2.3 and other terms and provisions stated than as provided in the Contracts whichpreceding sentence, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser (x) Buyer shall become solely responsible and liable under the Contracts for obligations arising not assume or accruing from and after the date hereof, including otherwise have any Liability with respect to any Excluded Contract and (y) each Collective Bargaining Agreement to which any Seller is bound or party to shall be an Excluded Contract. (ii) Each of Sellers and Buyer, as applicable, shall use commercially reasonable efforts to assign, or cause to be assigned, the Assumed Contracts to Buyer or to the applicable Buyer Designee, including taking all payments coming due under actions required by the Contracts for which Purchaser has received Bankruptcy Court to obtain an Order containing a credit or payment on finding that the closing statement executed by Purchaser proposed assumption and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance assignment of the obligations Assumed Contracts to be performed by Seller under Buyer satisfies all applicable requirements of Section 365 of the Contracts which were required Bankruptcy Code. Buyer and/or each Buyer Designee shall use commercially reasonable efforts to be performed comply with all of the requirements of Section 365 of the Bankruptcy Code necessary to permit such assumption and assignment. (iii) If, prior to the Closing Date, there are Available Contracts that have not been designated as an Assumed Contract or an Excluded Contract, Sellers shall not assume or reject any such Available Contract pursuant to Section 365 of the Bankruptcy Code and any order of the Bankruptcy Court, until the earlier of (but not from and afterx) the date hereofBuyer so directs Sellers and (y) the end of the Extended Contract Period, if applicable (which assumption shall be at Buyer’s sole cost and expense); provided, that Buyer shall be responsible for any obligations or Liabilities arising during any Extended Contract Period. (civ) Purchaser shall indemnifyAt Closing, hold harmless (x) Sellers shall, pursuant to the Sale Order and defend Seller from the Assumption Agreement, assume and against any and all claimsassign, demandsor cause to be assigned, causes of action, liabilities, losses, costs, damages and expenses to Buyer or to the applicable Buyer Designee (including reasonable attorneys’ fees and expenses and court costs incurred the consideration for which is included in defending any such claim or in enforcing this indemnitythe Purchase Price) that may be incurred by Seller by reason each of the failure Assumed Contracts that is capable of Purchaser being assumed and assigned and (y) Buyer shall pay promptly all Cure Costs (if any) in connection with such assumption and assignment (as agreed to performamong Buyer and Sellers or as determined by the Bankruptcy Court) and assume and perform and discharge the Assumed Liabilities (if any) under the Assumed Contracts, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect pursuant to the Credited Payments (to Sale Order and the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)Assumption Agreement.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), CD REALTY STOW ROAD ASSOCIATES, LLC, a ___________ limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, LLC, a Delaware limited liability company (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from Approved Contracts arising on and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible for any of the obligations, covenants, terms and liable under conditions of the Approved Contracts to be performed or observed by Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for obligations any of the obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Assignee thereunder arising or accruing from at any time on and after the date hereofClosing Date. Assignor hereby agrees to protect, including with respect to defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance hold each of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of November __, 2014, as amended, between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. (a) Seller Unity hereby sells, assigns, transfers transfers, conveys and conveys delivers to Purchaser all of Seller’s its right, title and interest inin and to the Operating Contracts. Purchaser does hereby assume and agree to pay, to perform and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes discharge in accordance with their terms all of the covenants, agreements, conditions obligations and other terms and provisions stated in the Contracts which, under the terms commitments of the Contracts, are to be performed, observed, and complied with by the property owner from and Unity which accrue or first become performable on or after the date of this Agreement. Purchaser acknowledges hereof with respect to and concerning the Operating Contracts; provided, however, that Purchaser shall become solely responsible and liable does not assume any liabilities for (i) products sold or services rendered by Unity in connection with the Business under the such Operating Contracts for obligations arising or accruing from and after before the date hereof, including with respect to or (ii) any and all payments coming due under the Contracts for which Purchaser has received debts, liabilities or obligations arising as a credit result of a breach or payment on the closing statement executed default by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations Unity under any of the such Operating Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising occurring before the date hereof (or as a result of the consummation of the transactions contemplated by the Purchase Agreement. Notwithstanding any provision of this Agreement to the extent contrary, this Agreement shall not constitute an assignment or an agreement to assign any of the Operating Contracts, or any benefit arising thereunder or resulting therefrom, if such Credited Payments were an assignment or agreement to assign without a consent required or necessary for such assignment would constitute a breach thereof or in any way adversely affect the rights of Unity or Purchaser thereunder. If such consent is not paid obtained, or assigned if an attempted assignment would be ineffective or would adversely affect the rights of Unity thereunder so that Purchaser would not in fact receive all such rights, Unity, Licensee and Shareholder shall use their 80 commercially reasonable best efforts, and shall cooperate in any arrangement which Purchaser may reasonably request in writing, to provide to Purchaser the benefits under any such Operating Contract, including (a) entering into subcontracts, subleases, sale and leasebacks, use and occupancy agreements or other contractual arrangements which will provide such benefits to Purchaser; (b) agreeing with the person whose consent is required to be obtained that Unity will remain liable under any such Operating Contract to the same extent as if such assignment had not occurred; and (c) enforcing, at the cost of Unity, Shareholder and Licensee, and for the benefit of Purchaser, all rights of Unity against any other party thereto arising out of the breach thereof by such party. Any transfer or assignment to Purchaser of any of the Operating Contracts which shall require the consent or approval of any other party shall be made subject to such consent or approval being obtained; provided, however, that nothing contained in this paragraph 1 shall affect the rights of Purchaser, pursuant to the Purchase Agreement or otherwise, arising out of Unity, Licensee or Shareholder's failure to have disclosed the need for such consent or approval or for which Purchaser did not receive a credit or payment at Closing)failing to have it obtained.

Assignment and Assumption of Contracts. THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (athis “Assignment”) Seller is made as of [_________], 2014 (the “Effective Date”), by Nikken, Inc., a California corporation (“Assignor”), in favor of ________________ (“Assignee”). For a valuable consideration, the receipt and sufficiency of which are hereby sellsacknowledged, assignsAssignor hereby grants, conveys, transfers and conveys assigns to Purchaser Assignee all of SellerAssignor’s right, title and interest in, to and under those service, supply and similar agreements set forth the contracts identified on Exhibit CA, attached hereto and made a part hereof incorporated herein by this reference (the “Contracts”). (b) Purchaser hereby assumes , and all of the covenantsamendments and modifications thereto, agreements, conditions and other terms and provisions stated relating to that certain real property located in the Contracts whichCity of Irvine, under the terms County of the ContractsOrange, are to be performed, observedState of California, and complied with more particularly described in Exhibit B attached hereto and incorporated herein by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller reference (the “Credited PaymentsReal Property”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser Assignor shall indemnify, protect, defend and hold Assignee harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and or expenses (including including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in defending costs) arising out of or resulting from any such claim breach or in enforcing this indemnity) that may be incurred default by Seller by reason of Assignor under the failure of Purchaser to perform, observe and comply with its obligations under any terms of the Contracts arising prior to the date hereof. Assignor covenants that it will, at any time and from time to time upon written request therefor, at Assignee’s sole expense and without the assumption of any additional liability thereby, execute and deliver to Assignee, its successors and assigns, any new or accruing during confirmatory instruments and take such further acts as Assignee may reasonably request to fully evidence the period from assignment contained herein and to enable Assignee, its successors and assigns to fully realize and enjoy the rights and interests assigned hereby. Assignee accepts the foregoing assignment and assumes and shall pay, perform and discharge, as and when due, all of the agreements and obligations of Assignor under the Contracts and agrees to be bound by all of the terms and conditions of the Contracts first arising on or after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller Assignee shall indemnify, protect, defend and hold Assignor harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and or expenses (including including, without limitation, reasonable attorneys’ fees and expenses and court costs incurred in defending costs) arising out of or resulting from any such claim breach or in enforcing this indemnity) that may be incurred default by Purchaser by reason of Assignee under the failure of Seller to perform, observe and comply with its obligations under any terms of the Contracts first arising on or accruing during the period prior to after the date hereof. The provisions of this Assignment shall be binding upon, including and shall inure to the benefit of, the successors and assigns of Assignor and Assignee, respectively. This Assignment shall be governed by and construed in accordance with the laws of the State of California. This Assignment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature and acknowledgment pages of any counterpart may be detached therefrom without limitationimpairing the legal effect of the signature(s) and acknowledgment(s) thereon, claims made by provided such signature and acknowledgment pages are attached to any other contract party with respect counterpart identical thereto except having additional signature and acknowledgment pages executed and acknowledged by other parties to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)this Assignment attached thereto.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), , a (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser , a (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under the Contracts which were required to be performed Assignor thereunder arising at any time prior to (but not the Closing Date. Assignor hereby agrees to protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost, or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of , 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), WINCHESTER DISTRIBUTION, LLC, a Nevada limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, LLC, a Delaware limited liability company (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts which were required to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. As used herein, “Closing Date” shall have the meaning assigned to (but not from that term in that certain Purchase and after) Sale Agreement and Escrow Instructions dated as of July __, 2014 between Assignor, Assignee and the date hereof. (c) Purchaser shall indemnify, hold harmless other parties named therein. This Assignment and defend Seller from and against any and all claims, demands, causes Assumption of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that Contracts may be incurred by Seller by reason executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single Assignment and Assumption of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)Contracts.

Assignment and Assumption of Contracts. KNOW ALL MEN BY THESE PRESENTS: THAT REGENCY PARK ASSOCIATES, an Illinois general partnership (a"Assignor"), in consideration of the sum of Ten and No/100 Dollars ($10.00) Seller and other good and valuable consideration, the receipt and sufficiency of which are hereby sellsacknowledged, assignsdoes hereby effective as of ________________, transfers 1997 (the "Effective Date"), assign, transfer and conveys to Purchaser set over absolutely unto NEW PLAN REALTY TRUST, a Massachusetts business trust ("Assignee"), all of Seller’s Assignor's right, title and interest in, in and to and under those service, supply and similar agreements set forth certain contracts described on Exhibit C, attached hereto and made a part hereof EXHIBIT A (the “"Contracts”"). (b) Purchaser . The Assignee hereby assumes and covenants to perform all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms obligations of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable Assignor under the Contracts for obligations arising or accruing from and after the date hereof. The terms of limitation of liability contained in Section 12 of that certain Real Estate Sale Agreement between Assignor and Assignee for the sale of Regency Park Shopping Center, including with respect Jacksonville, Florida, are incorporated herein by reference. This Agreement and all documents, agreements, understandings and arrangements relating to this transaction have been negotiated, executed and delivered on behalf of Purchaser by the trustees or officers thereof in their representative capacity under the Amended and Restated Declaration of Trust of New Plan Realty Trust dated as of January 15, 1996 and not individually, and bind only the trust estate of Purchaser, and no trustee, officer, employee, agent or shareholder of Purchaser shall be bound or held to any personal liability or responsibility in connection with the agreements, obligations and all payments coming due under undertakings of Purchaser thereunder, and any person or entity dealing with Purchaser in connection therewith shall look solely to the Contracts trust estate for which Purchaser has received a credit the payment of any claim or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed any agreement, obligation or undertaking hereunder. Seller acknowledges and agrees that each agreement and other document executed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim accordance with or in enforcing respect of this indemnity) that may transaction shall be incurred by Seller by reason of deemed and treated to include in all respects and for all purposes the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)foregoing exculpatory provision.

Assignment and Assumption of Contracts. All Contracts shall be assigned to and assumed by Purchaser at the Close of Escrow pursuant to an Assignment and Assumption of Contracts in the form attached to this Agreement as Exhibit B, and Purchaser agrees to assume the liabilities and obligations arising under such Contracts to the extent such liabilities and obligations arise or are incurred and are first required to be performed on and after the Closing Date (a) Seller hereby sellsor Purchaser obtains a credit to the Purchase price as of the Closing), assignsexcept in the case of amounts due under the Capital Improvements Contracts in excess of the cap amounts set forth in Section 14(k), transfers which excess amounts, if any, shall be paid by Purchaser regardless of whether they accrue prior to, on or after Closing. Purchaser has accepted all Contracts, and, subject to the provisions set forth below and conveys in Section 1(a)(vi), Purchaser shall have no right to disapprove any Contracts. If the assignment of any Contract to Purchaser, regardless of whether such Contract was delivered to Purchaser prior to, on or after the Effective Date, requires the consent of the other contracting party and such other party disapproves the assignment to Purchaser or does not permit Seller to be released from the obligations under such Contract, Seller shall nevertheless assign the Contract to Purchaser under the Assignment and Assumption of Contracts (as defined below) in which event such assignment shall constitute an equitable assignment by Seller to Purchaser of all of Seller’s rightrights, benefits, title and interest inin and to the subject Contracts, to and, under the Assignment and Assumption of Contracts, Purchaser shall, as between Purchaser and Seller, assume the obligations of Seller under those servicesuch subject Contract and indemnify and hold harmless Seller and the other Released Parties (as defined below) from and against any loss, supply and similar agreements damage, cost (including without limitation reasonable attorneys fees), or liability accruing or arising under or from such subject Contract on or following the Close of Escrow or as a result of the assignment of the subject Contract, except in the case of amounts due under the Capital Improvements Contracts in excess of the cap amounts set forth in Section 14(k), which excess amounts, if any, shall be paid by Purchaser regardless of whether they accrue prior to, on Exhibit Cor after Closing. Seller shall pay all costs and expenses, attached hereto if any, associated with the termination or performance of any Unassignable Contracts and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenantscontracts, agreementsagreements and leases, conditions and other terms and provisions stated not included in the Contracts whichdefined term for Contracts, under including, all costs and expenses associated with terminating the Existing Management Agreement and any other obligations of Seller or its affiliates to Marriott. In the event of any conflict between the terms of the ContractsAssignment and Assumption of Contracts and this Section 14(l), are to be performed, observed, and complied with by the property owner from and after the date terms of this Agreement. Purchaser acknowledges that Purchaser Section 14(l) shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereofcontrol. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

Assignment and Assumption of Contracts. (a) Seller Unity hereby sells, assigns, transfers transfers, conveys and conveys delivers to Purchaser all of Seller’s its right, title and interest inin and to the Operating Contracts. Purchaser does hereby assume and agree to pay, to perform and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes discharge in accordance with their terms all of the covenants, agreements, conditions obligations and other terms and provisions stated in the Contracts which, under the terms commitments of the Contracts, are to be performed, observed, and complied with by the property owner from and Unity which accrue or first become performable on or after the date of this Agreement. Purchaser acknowledges hereof with respect to and concerning the Operating Contracts; PROVIDED, HOWEVER, that Purchaser shall become solely responsible and liable does not assume any liabilities for (i) products sold or services rendered by Unity in connection with the Business under the such Operating Contracts for obligations arising or accruing from and after before the date hereof, including with respect to or (ii) any and all payments coming due under the Contracts for which Purchaser has received debts, liabilities or obligations arising as a credit result of a breach or payment on the closing statement executed default by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations Unity under any of the such Operating Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising occurring before the date hereof (or as a result of the consummation of the transactions contemplated by the Purchase Agreement. Notwithstanding any provision of this Agreement to the extent contrary, this Agreement shall not constitute an assignment or an agreement to assign any of the Operating Contracts, or any benefit arising thereunder or resulting therefrom, if such Credited Payments were an assignment or agreement to assign without a consent required or necessary for such assignment would constitute a breach thereof or in any way adversely affect the rights of Unity or Purchaser thereunder. If such consent is not paid obtained, or assigned if an attempted assignment would be ineffective or would adversely affect the rights of Unity thereunder so that Purchaser would not in fact receive all such rights, Unity, Licensee and Shareholder shall use their commercially reasonable best efforts, and shall cooperate in any arrangement which Purchaser may reasonably request in writing, to provide to Purchaser the benefits under any such Operating Contract, including (a) entering into subcontracts, subleases, sale and leasebacks, use and occupancy agreements or other contractual arrangements which will provide such benefits to Purchaser; (b) agreeing with the person whose consent is required to be obtained that Unity will remain liable under any such Operating Contract to the same extent as if such assignment had not occurred; and (c) enforcing, at the cost of Unity, Shareholder and Licensee, and for the benefit of Purchaser, all rights of Unity against any other party thereto arising out of the breach thereof by such party. Any transfer or assignment to Purchaser of any of the Operating Contracts which shall require the consent or approval of any other party shall be made subject to such consent or approval being obtained; PROVIDED, HOWEVER, that nothing contained in this paragraph 1 shall affect the rights of Purchaser, pursuant to the Purchase Agreement or otherwise, arising out of Unity, Licensee or Shareholder's failure to have disclosed the need for such consent or approval or for which Purchaser did not receive a credit or payment at Closing)failing to have it obtained.

Assignment and Assumption of Contracts. Notwithstanding any other provision of this Agreement, if (a) Seller hereby sellsan Assumed Contract not listed on Schedule 1.1(a) is not permitted to be sold, assignsassigned, transfers transferred or conveyed without the approval, consent or waiver of another party thereto, and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all necessary approvals, consents and waivers of all parties to such Assumed Contract have not been obtained at or prior to the covenantsClosing (each, agreementsan “Assigned Item”), conditions then Buyer shall not be obligated to assume such Assigned Item and other terms and provisions stated such Assigned Item shall not be included in the Contracts which, under the terms of the Contracts, are Assets transferred to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment Buyer on the closing statement executed by Purchaser Closing Date; provided, that if Buyer realizes a benefit from any such Assigned Item, then Buyer will assume the liabilities, obligations and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance commitments of the obligations to be performed by Seller under the Contracts which were required to be performed prior to such Assigned Item (but not from and after) such Assigned Item itself), in which event the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes rights and benefits of action, liabilities, losses, costs, damages and expenses Seller arising under such Assigned Item or resulting therefrom (including reasonable attorneys’ fees and expenses and court costs incurred in defending any but not such claim or in enforcing this indemnityAssigned Item itself) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments shall (to the extent paid permitted under such Assigned Item absent such approval, consent or assigned waiver) be included in the Assets and transferred to Purchaser or for which Purchaser received a credit or payment at Buyer hereunder. Seller shall, following the Closing), use reasonable efforts to obtain the necessary approvals, consents and waivers with respect to such Assigned Item. Seller shall indemnifypromptly transfer such Assigned Item to the Buyer if such approvals, hold harmless consents and defend Purchaser from and against any and waivers are obtained and, upon such transfer, Buyer shall assume all claims, demands, causes of action, liabilities, losses, costs, damages obligations and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure commitments of Seller arising under such Assigned Item, except liabilities and obligations resulting from a breach thereunder by Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period extent occurring prior to the date hereof, including without limitation, claims made by any other contract party with respect such Assigned Item has been transferred to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing)Buyer.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), Xxxxx Road, LLC (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser Plymouth Industrial REIT, Inc., a Maryland corporation (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts which were required to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to (but not protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of June __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.

Assignment and Assumption of Contracts. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, effective as of the Closing Date (a) Seller as hereinafter defined), TOWER XXXXXXX, LLC, a Delaware limited liability company (“Assignor”), does hereby sellsassign, assignssell, transfers transfer, set over and conveys deliver to Purchaser _____________________________, LLC, a Delaware limited liability company (“Assignee”), all of SellerAssignor’s right, title and interest in, in and to and under those service, supply and similar agreements set forth the contracts described on Exhibit C, A attached hereto and made a part hereof (the “Approved Contracts”). (b) Purchaser . Assignee hereby accepts the foregoing assignment and assumes and agrees to perform and observe all of the obligations, covenants, agreements, conditions and other terms and provisions stated in the Contracts which, conditions to be performed or observed by Assignor under the terms of the Contracts, are to be performed, observed, and complied with by the property owner Approved Contracts arising from and after the date of this AgreementClosing Date. Purchaser Assignor hereby acknowledges that Purchaser Assignor has retained and Assignee shall become solely not assume or be responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations obligations, covenants, terms and conditions of the Approved Contracts to be performed or observed by Seller under Assignor thereunder arising at any time prior to the Closing Date. Assignee hereby acknowledges that Assignee has assumed and Assignor shall not retain or be responsible for any of the obligations, covenants, terms and conditions of the Approved Contracts which were required to be performed prior or observed by Assignee thereunder arising at any time after the Closing Date. Assignor hereby agrees to (but not protect, defend, indemnify Assignee and its successors, assigns, affiliates, directors, officers, employees and partners of any of them, and hold each of them harmless from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, lossesdamages, costsand penalties and any and all loss, damages and expenses cost or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by Assignee incident to, resulting from, or in enforcing this indemnity) that may be incurred any way arising out of any failure by Seller Assignor to perform and observe the obligations, covenants, terms and conditions retained by reason Assignor hereunder. Assignee hereby agrees to protect, defend, indemnify Assignor and its successors, assigns, affiliates, directors, officers, employees and partners of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period them and hold each of them harmless from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, lossesdamages, and penalties and any and all loss, costs, damages and expenses or expense (including including, without limitation, reasonable attorneys’ fees and expenses and court costs costs) incurred in defending any such claim by the Assignor incident to, resulting from, or in enforcing this indemnity) any way arising out of any failure by Assignee to perform and observe the obligations, covenants, terms and conditions assumed by Assignee hereunder. Each of the parties hereto further agrees, upon notice from the other, to contest any demand, claim, suit, or action against which each party has hereinabove agreed to indemnify and hold the other and all such other parties harmless, and to defend any action that may be incurred by Purchaser by reason of the failure of Seller to performbrought in connection with any such demand, observe and comply with its obligations under any of the Contracts arising claim, suit, or accruing during the period prior to the date hereofaction, including without limitation, claims made by any other contract party or with respect to which each party has hereinabove agreed to hold the Credited Paymentsother and all such other parties harmless, arising before and to bear all costs and expenses of such contest and defense. The indemnities set forth herein shall be deemed to be material and shall survive the date hereof (Closing Date. Assignor shall, at any time and from time to time, upon the reasonable request of Assignee, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances, and take all such further actions, as shall be reasonably necessary to give effect to the extent such Credited Payments were not paid or transactions hereby consummated and to collect and reduce to the possession of Assignee any and all of the interests and assets hereby transferred to Assignee. As used herein, “Closing Date” shall have the meaning assigned to Purchaser or for which Purchaser did not receive that term in that certain Purchase and Sale Agreement and Escrow Instructions dated as of April __, 2014 between Assignor, Assignee and the other parties named therein. This Assignment and Assumption of Contracts may be executed in counterparts with the same effect as if all parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a credit or payment at Closing)single Assignment and Assumption of Contracts.