Common use of Xxxx of Sale Clause in Contracts

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all of the Seller’s right, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana.

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for XXXX OF SALE For good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency of which are hereby acknowledged, by these presents INPHI CORPORATION, a Delaware corporation (“Seller”), does hereby BARGAINgrant, SELLbargain, ASSIGN AND DELIVER unto the Purchaser sell, transfer, set over, assign, convey and deliver to CREDO SEMICONDUCTOR, INC., a California corporation (“Buyer”), all of the Seller’s rightlab benches and other furniture and equipment owned by Seller that is located within the Premises subleased by Seller to Buyer pursuant to that certain Sublease dated as of _________________, title 2021, as of the expiration or earlier termination of such Sublease, and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility more particularly listed on Schedule 1 attached hereto (collectively, the “Subject PropertyExisting Furniture”). THE SELLER HEREBY WARRANTS TO THE PURCHASER BUYER ACKNOWLEDGES THAT THE SELLER IS THE LAWFUL OWNER SELLING AND BUYER IS PURCHASING SUCH EXISTING FURNITURE ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM THE RIGHTS AND CLAIMS OF OTHERSSELLER, BUT MAKES NO OTHER REPRESENTATION ITS AGENTS, EMPLOYEES OR WARRANTY BROKER AS TO AN MATTERS CONCERNING SUCH EXISTING FURNITURE. WITH RESPECT TO THE SUBJECT PROPERTYALL MATTERS TRANSFERRED HEREUNDER, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY OR AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, OTHER WARRANTY EXPRESSED OR IMPLIED, EXCEPT TO IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE EXTENT SET FORTH IN THIS XXXX UNIFORM COMMERCIAL CODE FOR THE STATE OF SALE CALIFORNIA (OR THE PURCHASE AGREEMENTANY OTHER STATE). TO HAVE AND TO HOLD This Xxxx of Sale shall be binding upon and inure to the Subject Property unto benefit of the Purchaser, its successors and permitted assigns foreverof Buyer and Seller. This Xxxx of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of IndianaCalifornia. [Remainder of page intentionally left blank.]

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted independent living/independent alzheimers/assisted living community facility known as [ ] Riverwalk Commons and Garden Homes and having an address at [ ] (the “Facility”)0000 Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxxx, Xxxxxxx 00000. Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all of the Seller’s right, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana.

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for For good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency adequacy of which are hereby acknowledged, by these presents does Osiris Therapeutics, Inc. (“Seller”), a Maryland corporation, hereby BARGAINsells, SELLto Mesoblast International Sàri, ASSIGN AND DELIVER unto the Purchaser a Swiss société à responsabilité limitée, having an address at Route de Pre-Bois 20, x/x Xxxxxxxxxx & Xxxxxxxxxx Xxxxxxx XX, 0000 Xxxxxx, Xxxxxxxxxxx (“Buyer”) all of the Seller’s right, title and interest in and to the FF&EAcquired Assets as such term is defined in the Purchase Agreement of even date herewith by and between Seller and Buyer (the “Agreement”), free and clear of all Liens other than Permitted Liens (as such terms are defined in the Files and Records and the Inventory related Agreement). Buyer hereby acknowledges that Seller makes no representations or warranties hereby with respect to the Facility (collectivelyAcquired Assets except as specifically set forth in the Agreement. Seller, and its respective successors and assigns shall from time to time upon the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSwritten request of Buyer, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYexecute, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGacknowledge and deliver or cause to be executed, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTYacknowledged and delivered, AND THE SAME IS SOLD IN AN “AS ISeach and all of such further assignments, WHERE IS” CONDITIONtransfers, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIESconveyances, EXPRESSED OR IMPLIEDand assurances as may reasonably be required by Buyer in order to assign, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property transfer, set over, convey, assure and confirm unto the Purchaserand vest in Buyer, its successors and assigns forever. This assigns, title to the Acquired Assets sold by this Xxxx of Sale shall be governed bySale. Executed this 10th day of October, 2013. SELLER: OSIRIS THERAPEUTICS, INC. By: Print Name: Title: BUYER: Executed by MESOBLAST ) INTERNATIONAL SÁRL ) ) Signature of director Signature of director Print name above Print name above EXHIBIT D GENERAL ASSIGNMENT [Attached behind] GENERAL ASSIGNMENT KNOW ALL MEN BY THESE PRESENTS, That: WHEREAS, Osiris Therapeutics, Inc. (“OTI”), and construed Mesoblast International Sàrl (“MSB”), have entered into a Purchase Agreement dated as of October 10, 2013 (the “Agreement”), whereby OTI has agreed to sell, assign and transfer to MSB certain Acquired Assets owned by it in accordance with, with the laws terms and provisions of the State of IndianaAgreement (capitalized terms not otherwise defined herein will have the meanings ascribed thereto in the Agreement).

Xxxx of Sale. Reference THIS XXXX OF SALE is hereby made to that certain Purchase and Sale Agreement, dated given as of [ ] the _____ day of ____________, ________ pursuant to the provisions of that Agreement for Sale and Purchase of Hotel (the “Purchase AgreementContract”) dated _______ ___, 2014 by and between WS ARBORETUM JV, LLC, a Delaware limited liability company (“Seller”), between and ____________________, a _______________ (the “Seller”) and as successor-in-interest to XXXXX NATIONAL REIT I, INC., a (the Maryland corporation, “Purchaser”). Unless otherwise specifically provided herein, pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized all capitalized terms used and not otherwise defined in this Xxxx of Sale not otherwise defined herein shall have the same meanings given such terms as in the Purchase AgreementContract and for such purpose the Contract is incorporated herein by this reference. The Seller, for FOR TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by the Purchaserconsideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, by these presents does Seller hereby BARGAINsells, SELLassigns, ASSIGN AND DELIVER transfers, sets over and delivers unto Purchaser the Purchaser following described property and all of the Seller’s right, title title, and interest in of Seller in, to, and under the same, to have and to hold unto Purchaser, its legal representatives, successors and assigns, forever: the FF&EFixtures and Tangible Personal Property, the Files Consumables, Inventory, Operating Equipment and Records and the Inventory related Supplies, except to the Facility extent such property is Personal Property transferred by the General Assignment (collectively, the “Subject Transferred Property”), subject in the case of any Transferred Property that is affixed to and a part of the Real Property to all matters of record as of the date hereof, insofar as the same are in force and applicable to the Real Property. THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSExcept as expressly set forth in the Contract, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYall warranties of quality, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENTfitness and merchantability are hereby excluded. WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGIn addition, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This notwithstanding anything contained in this Xxxx of Sale shall be governed byto the contrary, this Xxxx of Sale is subject to all disclaimers and qualifications by Seller set forth in the Contract with respect to said personal property, including those set forth in Section 2.02 of the Contract, and construed all such disclaimers and qualifications are hereby incorporated in accordance with, the laws this Xxxx of the State Sale by reference and made a part of Indianathis Xxxx of Sale.

Xxxx of Sale. Reference FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby made to that certain Purchase and Sale Agreementacknowledged, dated as of [ ] (the undersigned, RAILROAD STREET LAND HOLDINGS, LLC, a Delaware limited liability company ( “Purchase AgreementSeller”), between does hereby give, grant, bargain, sell, transfer, assign, convey and deliver ZUMIEZ INC., a Washington corporation (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sellpersonal property located on or upon that certain real property located in the City of Corona, County of Riverside, State of California, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] more particularly described in Schedule A (the “FacilityLand”) attached hereto and incorporated herein by this reference, if any, and all other personal property, if any, owned by Seller and located on or upon the Land (collectively, the “Personal Property”). Capitalized terms used The Personal Property is listed on Schedule B, attached hereto and not otherwise defined in incorporated herein by this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreementreference. The Seller, for good and valuable consideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Seller warrants to Purchaser that Seller owns all of the Seller’s right, title and interest in the Personal Property, free and clear of any lien, security interest or adverse claim. Seller agrees to defend and indemnify Purchaser from and against the FF&E, the Files and Records and the Inventory related claims of any third party to the Facility (collectively, the “Subject Property”)title. THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT AS SET FORTH IN THE PURCHASE AGREEMENTPRECEDING SENTENCE, SAID PERSONAL PROPERTY IS BEING TRANSFERRED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, OF ANY KIND WHATSOEVER BY SELLER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PURCHASER ACKNOWLEDGES THAT SELLER MAKES NO EXPRESSLY DISCLAIMS AND NEGATES, AS TO ALL PERSONAL PROPERTY TRANSFERRED HEREBY: (A) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY MERCHANTABILITY; (B) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; AND (C) ANY PURPOSE WITH RESPECT IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO THE SUBJECT PROPERTYMODELS OR MATERIALS. Seller covenants that it will, AND THE SAME IS SOLD IN AN “AS ISat any time and from time to time upon written request therefor, WHERE IS” CONDITIONat Purchaser’s sole expense and without the assumption of any additional liability thereby, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the execute and deliver to Purchaser, its nominees, successors and/or assigns, any new or confirmatory instruments and assigns foreverdo and perform any other acts which Purchaser, its nominees, successors and/or assigns, may reasonably request in order to fully assign and transfer to and vest in Purchaser, its nominees, successors and/or assigns, and protect its or their rights, title and interest in and enjoyment of, all of the assets of Seller intended to be transferred and assigned hereby, or to enable Purchaser, its nominees, successors and/or assigns, to realize upon or otherwise enjoy any such assets. This Xxxx of Sale All references to “Seller” and “Purchaser” herein shall be governed bydeemed to include their respective nominees, successors and/or assigns, where the context permits. SELLER: RAILROAD STREET LAND HOLDINGS, LLC, a Delaware limited liability company By: Inland Empire Holdings, LLC, a Delaware limited liability company, Sole Member By: Inland Empire PG, LLC, a California limited liability company, Managing Member By: AAP DEVELOPMENT CA, LLC, a California limited liability company, Manager By: Xxxx X. Xxxxxxxxx, Sole Member XXXXXXXX XXXXXX XXXX HOLDINGS, LLC, a Delaware limited liability company By: Inland Empire Holdings, LLC, a Delaware limited liability company, Sole Member By: CalEast Industrial Investors, LLC, a California limited liability company, Member By: LaSalle Investment Management, Inc., a Maryland corporation, Manager By: Name: Title: SCHEDULE A Legal Description of the Real Property XXX 00 XX XXXXX 00 XX XXXXX OF THE SOUTH RIVERSIDE LAND AND WATER COMPANY, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 9 PAGES 6 AND 8 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA; EXCEPT THAT PORTION LYING NORTH OF THE SOUTHERLY LINE OF THE XXXXXXXX, TOPEKA AND SANTA FE RAILROAD RIGHT OF WAY; ALSO, EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT; THENCE WESTERLY ON THE SOUTHERLY LINE OF SAID LOT 227.50 FEET; THENCE NORTHWESTERLY ON A LINE PARALLEL WITH THE WESTERLY LINE OF XXXXXXX AVENUE TO THE SOUTHERLY LINE OF RAILROAD AVENUE; THENCE EASTERLY ON THE SOUTHERLY LINE OF RAILROAD AVENUE TO THE NORTHEAST CORNER OF SAID LOT; THENCE SOUTHERLY ON THE WESTERLY LINE OF XXXXXXX AVENUE TO THE POINT OF BEGINNING; ALSO EXCEPT THAT PORTION LYING NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINE; BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 16; THENCE NORTHERLY ON THE WEST LINE OF SAID LOT 290.60 FEET; THENCE ON NORTHEASTERLY ON A CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 359.265 FEET, AN ARC DISTANCE OF 293.00 FEET TO A POINT IN THE SOUTHERLY LINE OF THE RIGHT OF WAY OF THE XXXXXXXX TOPEKA AND SANTA FE RAILROAD. APN: 118-070-027-2 First American Title Insurance Company SCHEDULE B List of Personal Property None EXHIBIT F CERTIFICATE OF NONFOREIGN STATUS RAILROAD STREET LAND HOLDINGS, LLC, a Delaware limited liability company (“Seller”), is the transferor of that certain real property located in the City of Corona, County of Riverside, State of California, and construed in accordance with, more particularly described on Exhibit A attached hereto (the laws “Property”). Section 1445 of the State Internal Revenue Code of Indiana1986 (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. California Revenue and Taxation Code contains similar provisions. To inform the transferee that withholding of tax will not be required in connection with the disposition of the Property pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of February 18, 2010, by and between Seller and ZUMIEZ INC., a Washington corporation, as Purchaser the undersigned certifies the following on behalf of Seller:

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for For good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency of which are is hereby acknowledged, by these presents does SKY MEADOW WATER ASSOCIATION, INC., a Washington non-profit corporation ("Seller"), hereby BARGAINconveys and transfers to CITY OF MONROE, SELL, ASSIGN AND DELIVER unto the Purchaser all of the Seller’s right, title and interest in and to the FF&Ea Washington municipal corporation ("Purchaser"), the Files and Records and personal property more particularly described in the Inventory related to attached Exhibit “A” (the Facility "Property") owned by Seller. PURCHASER ACKNOWLEDGES THAT IT HAS HAD A FULL AND ADEQUATE OPPORTUNITY TO INSPECT THE PROPERTY AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS BY SELLER OR ANY OF ITS RESPECTIVE MEMBERS, OFFICERS, AGENTS, OR EMPLOYEES BUYER HEREBY AGREES THAT (collectively, the “Subject Property”). A) THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER SALE OF THE SUBJECT PROPERTY TO PURCHASER IS AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN SHALL BE ON AN “AS IS, WHERE IS” CONDITIONIS BASIS, WITH ALL FAULTS DEFECTS, INCLUDING THOSE THAT CANNOT BE OBSERVED BY CASUAL INSPECTION, AND THAT THERE (B) THE PROPERTY ARE NO SOLD WITHOUT ANY REPRESENTATIONS OR WARRANTIESWARRANTIES WHATSOEVER INCLUDING, EXPRESSED WITHOUT LIMITATION, AS TO CONDITION, FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIEDMERCHANTABILITY. Dated this day of , EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX 2013 SELLER: SKY MEADOW WATER ASSOCIATION, INC., a Washington non-profit corporation By Name Title Receipt of the foregoing instrument acknowledged BUYER: CITY OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD MONROE a Washington municipal corporation By Name Title STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day of , 2013, before me personally appeared , to me known to be the Subject Property unto of SKY MEADOW WATER ASSOCIATION, INC., the Purchaser, its successors corporation that executed the within and assigns forever. This Xxxx of Sale shall be governed byforegoing instrument, and construed acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. NAME: (Print Name) Notary Public in accordance with, the laws of and for the State of Indiana.Washington. Commission Expires: STATE OF WASHINGTON ) ) ss COUNTY OF SNOHOMISH ) On this day of , 2013, before me personally appeared , to me known to be the of CITY OF MONROE, the corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he or she was authorized to execute said instrument. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year first above written. NAME: (Print Name) Notary Public in and for the State of Washington. Commission Expires: Exhibit H – Litigation/Legal Compliance

Xxxx of Sale. Reference For good and valuable consideration the receipt of which is hereby made acknowledged, TNP SRT WOODLAND WEST HOLDINGS, LLC, a Delaware limited liability company (“Transferor”), does hereby sell, transfer, and convey to _________________________, a _________________ (“Transferee”) all personal property owned by Transferor and located on or located in or used in connection with the Real Property commonly known as “Woodland West Marketplace” located at 0000-0000 X. Xxxx Xxx Xxxxx and 1112-01226 X. Xxxxx Road, in the City of Arlington, County of Tarrant, State of Texas, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Personal Property”), pursuant to that certain Purchase and Sale Agreement, dated as Agreement between Transferor and Transferee for the purchase and sale of [ ] the Real Property (the “Purchase Agreement”), between , a (. Transferor is conveying the “Seller”) Personal Property to Transferee free and , a (the “Purchaser”), pursuant clear of free of any lien or encumbrance thereon except as previously disclosed to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”)accepted by Transferee. Capitalized terms used and but not otherwise defined in this Xxxx of Sale shall have the meanings meaning given to such terms in the Purchase Agreement. The SellerTransferor makes no representation or warranty regarding the condition, for good and valuable consideration paid by the Purchasermerchantability, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all fitness or usefulness of the Seller’s rightPersonal Property, title and interest Transferee acknowledges and agrees that it is acquiring the Personal Property in and to the FF&Eits AS-IS, the Files and Records and the Inventory related to the Facility (collectivelyWHERE-IS, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSWITH ALL FAULTS CONDITION, BUT MAKES NO OTHER REPRESENTATION WITHOUT WARRANTY, EITHER EXPRESS OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYIMPLIED, EXCEPT TO THE EXTENT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT. , IT BEING THE INTENTION OF TRANSFEROR AND TRANSFEREE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGLIMITATION, THE SELLER MAKES NO WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR ANY PURPOSE WITH RESPECT TO PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE SUBJECT PROPERTYPROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns foreverTEXAS UNIFORM COMMERCIAL CODE. This Xxxx of Sale shall be governed by, binding upon and construed in accordance with, inure to the benefit of the successors and assigns of Transferor and Transferee. The substantive laws of the State in which the Property is located, without reference to its conflict of Indiana.law provisions, will govern the validity, construction, and enforcement of this Xxxx of Sale. This Xxxx of Sale may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Dated: ____________________, 201_. Purchase and Sale Agreement Exhibit C – Xxxx of Sale 846565.4

Xxxx of Sale. Reference This Xxxx of Sale is hereby made to that certain Purchase and Sale Agreement, dated executed as of [ ] May ___, 2007 by Indian Hills Water Conservation Corporation, a California corporation (the “Purchase AgreementIHWCC”), between West Riverside Canal Company, a California corporation (“West Riverside”), West Riverside 350 Inch Water Company, a California corporation (“350IWC,” and together with West Riverside, the “SellerWater Companies”), Xxxxx X. Xxx XX, an individual (“Xxx”) and Xxxx X. Xxxx, an individual (“West,” and together with IHWCC and Xxx, the “Seller Parties”), in favor of Basin Water Resources, Inc., a Delaware corporation (together with any assignee or designee thereof, the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in that certain Stock and Asset Purchase Agreement dated as of May ___, 2007, by and between the Seller Parties and the Purchaser (the “Asset Purchase Agreement”). In the event of any conflict between any term or condition of this Xxxx of Sale shall have and the meanings given such terms in the Asset Purchase Agreement, the terms and conditions of the Asset Purchase Agreement shall be controlling. The Seller, for good and valuable consideration paid by the PurchaserFor value received, the receipt and sufficiency of which are is hereby acknowledged, by these presents does the Seller Parties hereby BARGAINgrant, SELLbargain, ASSIGN AND DELIVER sell, convey, assign, transfer and sets over unto the Purchaser and its successors and assigns, absolutely and unconditionally and not as security, all of the Seller’s Seller Parties' right, title and interest in and to the FF&E, the Files and Records and the Inventory related Assets. Title to the Facility (collectivelyAssets shall pass to the Purchaser upon delivery of this Xxxx of Sale. The Assets are being sold with the representations and warranties set forth in the Stock and Asset Purchase Agreement. None of the Seller Parties' liabilities, debts and obligations are assumed hereby except as specifically set forth in the “Subject Property”)Stock and Asset Purchase Agreement. THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto The Seller Parties hereby constitute and appoint the Purchaser, and its successors and assigns foreverassigns, as the true and lawful attorney-in-fact of the Seller Parties, with full power of substitution, to institute and prosecute all proceedings, sign and record all documents and instruments, including but not limited to the Assignments Separate from Certificate relating to the shares of capital stock of 350IWC and West Riverside, attached hereto as Exhibits A and A-1, respectively, and generally take all other action, in the name of the Seller Parties or otherwise, that the Purchaser may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Assets or to more effectively transfer, convey and assign to the Purchaser and confirm the Purchaser's title to the Assets. The Seller Parties agrees that the foregoing power is coupled with an interest and shall be irrevocable by the Seller Parties. This Xxxx of Sale and the rights and obligations of the parties in interest hereto shall be governed by, and construed in accordance with, with and governed by the internal laws of the State of IndianaCalifornia, without giving effect to the conflicts of law principles thereof.

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated as of [ ] (the “Purchase Agreement”), between , a ____________________ (the “Seller”) and , a (the “Purchaser”), pursuant to which in consideration of the Seller has agreed to sellsum of Ten and No/100 Dollars ($10.00), in hand paid, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaserconsideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAINsell, SELLassign, ASSIGN AND DELIVER unto transfer, and set over to ___________________________, an Illinois limited liability company (the Purchaser “Purchaser”), all equipment, fixtures and personal property located at or used in connection with the ownership, operation and maintenance of the Seller’s rightreal estate and improvements commonly known as ________________________________________ consisting of certain land and improvements, title all as more particularly described in the Purchase Agreement (as defined below), and interest in specifically including, without limitation, all heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment, furniture, furnishings, carpeting, appliances, tools, inventory, supplies, signs, draperies, and to other equipment and personal property at such real estate (but excluding any of the FF&Eforegoing owned by tenants under valid leases), [and specifically including, the Files equipment, fixtures and Records and the Inventory related to the Facility personal property listed in Schedule 1 attached hereto] (collectively, the “Subject Personal Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSSeller does hereby represent and warrant to Purchaser that at the time of delivery of this Xxxx of Sale, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYSeller is the sole lawful owner of the Personal Property, free and clear of any liens, security interests, encumbrances and claims of third parties, and covenants that Seller will defend the same against the lawful claims and demands of all persons. EXCEPT TO THE EXTENT AS OTHERWISE SET FORTH IN ANY OF THE REPRESENTATIONS OR WARRANTIES CONTAINED IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY AND SALE AGREEMENT BETWEEN SELLER AND PURCHASER DATED AS OF THE FOREGOING____________, 20__, (AS AMENDED OR ASSIGNED FORM TIME TO TIME, THE “PURCHASE AGREEMENT”) SELLER MAKES NO WARRANTY HEREBY DISCLAIMS, AND PURCHASER HEREBY WAIVES ANY AND ALL WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR ANY A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT PROPERTYPERSONAL PROPERTY BEING TRANSFERRED BY THIS INSTRUMENT. EXECUTED this day of , AND THE SAME IS SOLD IN AN “AS IS20___. SELLER: ________________________________, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This a _____________________________________ By: Print Name: Its: F-1 Schedule 1 to Xxxx of Sale shall be governed by, and construed in accordance with, ENUMERATED PERSONAL PROPERTY [Insert those items listed on Exhibit C to the laws of the State of Indiana.Agreement] EXHIBIT G

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement, dated In consideration of the payment by Lessor of the amount specified herein as the Total Invoice Cost of [ ] (the “Purchase Agreement”), between , a (items of Equipment listed on the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx Schedule of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the PurchaserEquipment attached hereto, the receipt and sufficiency of which are hereby acknowledged, by these presents Lessee does hereby BARGAINbargain, SELLsell, ASSIGN AND DELIVER unto assign, transfer and set over to Lessor such Equipment, together with whatever claims and rights Lessee may have against the Purchaser manufacturer and/or supplier of such Equipment, including (but not limited to) all warranties with respect thereto. Lessee represents and warrants that: (a) Lessee has good and marketable title to such Equipment conveyed hereunder and does hereby transfer an interest therein free and clear of any and all encumbrances, liens, charges or defects; (b) the transfer of an interest in such Equipment (1) has been duly authorized by all necessary action on the part of Lessee, (2) does not require the consent of any stockholder, member, trustee or holders of any indebtedness of Lessee, except such as have been duly obtained, and (3) does not and will not contravene any law, governmental rule, regulation or order now binding on Lessee, or the organizational documents of Lessee, or contravene the provisions of, or constitute a default under, or result in the creation of any lien or encumbrance upon the property of Lessee under, any indenture, mortgage, contract or other agreement to which Lessee is a party or by which it or its property is bound; and (c) no filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or any person, in order to preserve to Lessor all the rights transferred hereby. DATE OF EXECUTION: __________________, 20_____ BB&T EQUIPMENT FINANCE CORPORATION ABF FREIGHT SYSTEM, INC. Lessor Lessee By: [SEAL] By: [SEAL] Name: Name: Title: Title: BB&T EQUIPMENT FINANCE CORPORATION RIDER NO. 1 TO EQUIPMENT SCHEDULE SERIES ___ NO. _____ To and part of Equipment Schedule Series ______ No. _____ dated as of the Seller’s right_____ day of _____, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility 20_____ (collectively, the “Subject PropertySchedule”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYexecuted pursuant to that certain Master Lease Agreement dated as of the 30th day of December, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING2009 (the “Lease”), THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchasereach between BB&T EQUIPMENT FINANCE CORPORATION, its successors and assigns forever. This Xxxx of Sale shall be governed by(“Lessor”), and construed in accordance withABF FREIGHT SYSTEM, the laws of the State of IndianaINC., its successors and permitted assigns (“Lessee”).

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale Agreement0000 XXXX XXXX XXXXXXX, dated as of [ ] LTD. (the “Purchase AgreementSeller”), between , a in consideration of the sum of Ten and No/100 Dollars (the “Seller”) and , a (the “Purchaser”$10.00), pursuant to which the Seller has agreed to sellin hand paid, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaserconsideration, the receipt receipt, adequacy and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAINsell, SELLassign, ASSIGN AND DELIVER unto transfer, and set over to _______________________ (“Purchaser”), the Purchaser following personal property (the “Personal Property”) presently located on the real estate commonly known as 0000 Xxxx Xxxx Xxxxx, Xxxxxxx, Xxxxx (the “Property”): all of the Seller’s right, title and interest in and fixtures attached to the FF&EProperty and furniture, appliances and equipment located at and used in connection with the ownership, operation and maintenance thereof, including without limitation, all heating, lighting, air conditioning, ventilating, plumbing, electrical or other mechanical equipment and any personal property described on Schedule 1 attached hereto. Seller does hereby covenant with Purchaser that at the time of delivery of this Xxxx of Sale, the Files Personal Property is free from all encumbrances made by Seller and Records that Seller will warrant and defend the Inventory related to same against the Facility (collectivelylawful claims and demands of all persons claiming by, the “Subject Property”)through or under Seller, but against none other. EXCEPT FOR THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY REPRESENTATIONS AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT WARRANTIES EXPRESSLY SET FORTH IN THE REAL ESTATE PURCHASE AGREEMENT. WITHOUT LIMITING AND SALE AGREEMENT DATED NOVEMBER 5, 2012 BETWEEN SELLER AND PURCHASER (AS THE GENERALITY OF THE FOREGOINGSAME MAY HAVE BEEN AMENDED AND/OR ASSIGNED), THE SELLER MAKES NO WARRANTY HEREBY DISCLAIMS, AND PURCHASER HEREBY WAIVES ANY AND ALL WARRANTIES OF MERCHANTABILITY OR WARRANTIES OF FITNESS FOR ANY A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT PROPERTYPERSONAL PROPERTY BEING TRANSFERRED BY THIS INSTRUMENT. EXECUTED this day of , AND THE SAME IS SOLD IN AN “AS IS2012. 0000 XXXX XXXX HOUTSON, WHERE IS” CONDITIONLTD By: 1800 GP Holdings, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the PurchaserLLC, its successors and assigns forever. This general partner By: Aslan Realty Partners III, L.L.C., a member By: Aslan GP III, L.L.C., its manager By: Name: Title: By: ECP GP Holdings, LLC, a member By: Name: Title: Manager Schedule 1 to Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana.PERSONAL PROPERTY

Xxxx of Sale. Reference For good and valuable consideration the receipt of which is hereby made acknowledged, TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Transferor”), does hereby sell, transfer, and convey to _________________________, a _________________ (“Transferee”) all personal property owned by Transferor and located on or located in or used in connection with the Real Property commonly known as “Ensenada Square” located at 000 X. Xxxxx Road, in the City of Arlington, County of Tarrant, State of Texas, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Personal Property”), pursuant to that certain Purchase and Sale Agreement, dated as Agreement between Transferor and Transferee for the purchase and sale of [ ] the Real Property (the “Purchase Agreement”), between , a (. Transferor is conveying the “Seller”) Personal Property to Transferee free and , a (the “Purchaser”), pursuant clear of free of any lien or encumbrance thereon except as previously disclosed to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”)accepted by Transferee. Capitalized terms used and but not otherwise defined in this Xxxx of Sale shall have the meanings meaning given to such terms in the Purchase Agreement. The SellerTransferor makes no representation or warranty regarding the condition, for good and valuable consideration paid by the Purchasermerchantability, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all fitness or usefulness of the Seller’s rightPersonal Property, title and interest Transferee acknowledges and agrees that it is acquiring the Personal Property in and to the FF&Eits AS-IS, the Files and Records and the Inventory related to the Facility (collectivelyWHERE-IS, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSWITH ALL FAULTS CONDITION, BUT MAKES NO OTHER REPRESENTATION WITHOUT WARRANTY, EITHER EXPRESS OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYIMPLIED, EXCEPT TO THE EXTENT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT. , IT BEING THE INTENTION OF TRANSFEROR AND TRANSFEREE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOINGLIMITATION, THE SELLER MAKES NO WARRANTY IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR ANY PURPOSE WITH RESPECT TO PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE SUBJECT PROPERTYPROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns foreverTEXAS UNIFORM COMMERCIAL CODE. This Xxxx of Sale shall be governed by, binding upon and construed in accordance with, inure to the benefit of the successors and assigns of Transferor and Transferee. The substantive laws of the State in which the Property is located, without reference to its conflict of Indiana.law provisions, will govern the validity, construction, and enforcement of this Xxxx of Sale. This Xxxx of Sale may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Dated: ____________________, 201_. Purchase and Sale Agreement Exhibit C – Xxxx of Sale 936949.5 TRANSFEROR: TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company By: [EXHIBIT – DO NOT SIGN] Name: Title: TRANSFEREE: , a By: [EXHIBIT – DO NOT SIGN] Name: Title: Purchase and Sale Agreement Exhibit C – Xxxx of Sale 936949.5 SCHEDULE 1 TO XXXX OF SALE PERSONAL PROPERTY Purchase and Sale Agreement Exhibit C – Xxxx of Sale Schedule 1 – Personal Property 936949.5 EXHIBIT D

Xxxx of Sale. Reference This Xxxx of Sale is hereby made effective as of the [ ] day of [ ], 2015, from SNTech, Inc., a Delaware corporation (“Seller”), to Verde Smart Motors, Inc., a Delaware corporation (“Purchaser”). By this Xxxx of Sale, Seller, in accordance with the terms and conditions of that certain Asset Purchase and Sale Agreement, dated March 4, 2015, by and among Seller and Purchaser (as of [ ] (such agreement may be amended, the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAINirrevocably sell, SELLtransfer, ASSIGN AND DELIVER convey, assign, grant and deliver unto the Purchaser Purchaser, its successors and assigns, all of the Seller’s legal and beneficial right, title and interest of any kind or character, whether or not such rights are now existing or come into existence hereafter, and whether or not such rights are now known, recognized or contemplated, in and to all of the FF&EPurchased Assets, and any and all goodwill associated with the Files and Records and the Inventory related to the Facility (collectivelyforegoing, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property HOLD, unto the Purchaser, its successors and assigns forever. Except as specifically set forth in the Purchase Agreement, no right, title or interest in the Purchased Assets are reserved to, or retained by, Seller. EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED HEREIN OR IN THE PURCHASE AGREEMENT, THE PURCHASED ASSETS ARE IS BEING SOLD “AS IS” AND “WHERE IS” AND ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED AND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. This instrument is given pursuant to the Purchase Agreement. Nothing contained in this Xxxx of Sale shall be deemed to supersede, expand, diminish, or in any other way affect any of the obligations, agreements, covenants, representations or warranties of Seller contained in the Purchase Agreement. Capitalized terms not otherwise defined in this Xxxx of Sale have the meanings assigned to such terms in the Purchase Agreement. This Xxxx of Sale shall be governed by, and construed in accordance with, all respects by the laws of the State of IndianaArizona.

Xxxx of Sale. Reference is hereby made to that certain Purchase and Sale AgreementMG-1005, dated as of [ ] (the “Purchase Agreement”), between LLC, a Colorado limited liability company (the “"Seller”) and , a (the “Purchaser”"), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAINgrants, SELLbargains, ASSIGN AND DELIVER unto the Purchaser sells, transfers and delivers to FSP 0000 00xx Xxxxxx LLC , a Delaware limited liability company ("Purchaser"), all of the Seller’s 's right, title and interest in and to all equipment, appliances, tools, supplies, machinery and other tangible personal property located at and used exclusively in connection with the FF&Erental, operation and maintenance of the real property commonly described on Exhibit A attached hereto and made a part hereof and the improvements located thereon, including, without limitation, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”)personal property set forth on Schedule I attached hereto. PURCHASER TAKES THE PROPERTY "AS IS" AND WITH "ALL FAULTS." SELLER HEREBY WARRANTS HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSPHYSICAL CONDITION, BUT MAKES NO OPERATION OR ANY OTHER REPRESENTATION MATTER AFFECTING OR WARRANTY WITH RESPECT RELATED TO THE SUBJECT PROPERTY, EXCEPT AS HEREIN SPECIFICALLY SET FORTH OR REFERRED TO, AND PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. SELLER EXPRESSLY DISCLAIMS, AND PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED TO THE MAXIMUM EXTENT SET FORTH IN PERMITTED BY LAW ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PURCHASE AGREEMENT. PROPERTY, INCLUDING WITHOUT LIMITING LIMITATION, (i) THE GENERALITY OF THE FOREGOINGVALUE, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO ANY PURPOSE WITH RESPECT OF THE PROPERTY AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE SUBJECT PROPERTYPROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AND AGENT, EMPLOYEE, SERVANT OR OTHER PERSON UNLESS THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. REFERRED TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of IndianaHEREIN.

Xxxx of Sale. Reference For valuable consideration, the receipt and sufficiency of which is hereby made acknowledged, CRONOS GLOBAL INCOME FUND XIV, L.P., a California limited partnership (“Seller”) does hereby sell, assign and transfer unto SEATEQ CONTAINERS INTERNATIONAL, a Singapore Partnership (“Buyer”), and its successors and assigns, all right, title and interest of Seller in and to the marine cargo containers and related equipment listed on Schedule 1 attached hereto (the “Equipment”) to have and to hold the same unto Buyer, his successors and assigns, forever. Seller hereby warrants that certain it has good and marketable title to the Equipment, and that Seller’s title thereto is free and clear of all liens, charges, security interests, or other encumbrances other than (i) any container management agreement between Buyer and Cronos Containers (Cayman) Ltd., a Cayman Islands exempted company, and (ii) the use and possessory rights of third party lessees of the Containers in the ordinary course of business. This Xxxx of Sale is being delivered in connection with the Container Purchase Agreement between Seller, Cronos Capital Corp., a California corporation, and Sale Agreement, Buyer dated as of [ ] July 1, 2008 (the “Purchase Agreement”), between , a (the “Seller”) and , a (the “Purchaser”), pursuant to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx of Sale shall have the meanings given such terms in the Purchase Agreement. The Seller, for good and valuable consideration paid by the Purchaser, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all of the Seller’s right, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). EXCEPT FOR THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT TITLE SET FORTH IN THIS XXXX OF SALE OR AND THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THE PURCHASE AGREEMENT. , THE EQUIPMENT IS BEING SOLD TO BUYER BY SELLER “AS-IS” “WHERE-IS”, WITHOUT ANY OTHER REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL OR IMPLIED, AND SELLER SHALL NOT, BY VIRTUE OF HAVING SOLD THE EQUIPMENT HEREWITH, BE DEEMED TO HAVE AND MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOW OR HEREAFTER, AS TO HOLD the Subject Property unto the PurchaserTHE CONDITION, its successors and assigns foreverDESIGN, OPERATION, MAINTENANCE, VALUE, MARKETABILITY, MERCHANTABILITY, OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE OF ANY OF THE CONTAINERS OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF ANY OF THE CONTAINERS OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING OR USAGE IN THE TRADE. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana[Signature page follows.]

Xxxx of Sale. Reference For good and valuable consideration the receipt of which is hereby made acknowledged, SRT SECURED TOPAZ, LLC, a Delaware limited liability company (“Transferor”), does hereby sell, transfer, and convey to _________________________, a _________________ (“Transferee”) all personal property owned by Transferor and located on or in or used in connection with the Real Property located at 00000 Xxxx Xxxxxx, Xxxxxxxx, XX, including, without limitation, those items described in Schedule 1 attached hereto (collectively, the “Personal Property”), pursuant to that certain Purchase and Sale Agreement, dated as Agreement between Transferor and Transferee for the purchase and sale of [ ] the Real Property (the “Purchase Agreement”), between , a (. Transferor is conveying the “Seller”) Personal Property to Transferee free and , a (the “Purchaser”), pursuant clear of free of any lien or encumbrance thereon except as previously disclosed to which the Seller has agreed to sell, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”)accepted by Transferee. Capitalized terms used and but not otherwise defined in this Xxxx of Sale shall have the meanings meaning given to such terms in the Purchase Agreement. The SellerTransferor makes no representation or warranty regarding the condition, for good and valuable consideration paid by the Purchasermerchantability, the receipt and sufficiency of which are hereby acknowledged, by these presents does hereby BARGAIN, SELL, ASSIGN AND DELIVER unto the Purchaser all fitness or usefulness of the Seller’s rightPersonal Property, title and interest Transferee acknowledges and agrees that it is acquiring the Personal Property in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS its AS-IS, WHERE WHERE-IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIESCONDITION, EXPRESSED WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD except that all of the Subject Personal Property unto the Purchaser, its successors will be free of all liens and assigns foreverencumbrances. This Xxxx of Sale shall be governed by, binding upon and construed in accordance with, inure to the benefit of the successors and assigns of Transferor and Transferee. The substantive laws of the State of Indiana.California, without reference to its conflict of law provisions, will govern the validity, construction, and enforcement of this Xxxx of Sale. This Xxxx of Sale may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument. Dated: ____________________, 2018. Purchase and Sale Agreement Exhibit C – Xxxx of Sale 941120.4 TRANSFEROR: SRT SECURED TOPAZ, LLC, a Delaware limited liability company By: [EXHIBIT – DO NOT SIGN] Name: Title: TRANSFEREE: , a By: [EXHIBIT – DO NOT SIGN] Name: Title: Purchase and Sale Agreement Exhibit C – Xxxx of Sale 941120.4 SCHEDULE 1 TO XXXX OF SALE PERSONAL PROPERTY Purchase and Sale Agreement Exhibit C – Xxxx of Sale Schedule 1 – Personal Property 941120.4 EXHIBIT D

Xxxx of Sale. Reference For valuable consideration, the receipt of which is hereby made to that certain Purchase acknowledged, and Sale Agreementin accordance with the terms of the California Uniform Commercial Code, dated as of [ ] (the “Purchase Agreement”)VLD SWEETWATER, between L.P., a California limited partnership (the “Seller”) hereby grants, bargains, sells and conveys to @@ , a @@ , the personal property described on Exhibit “1” attached to and made a part of this Xxxx of Sale. This Xxxx of Sale is delivered pursuant to that Agreement of Purchase and Sale and Escrow Instructions dated as of September 15, 2014 (the “PurchaserAgreement”). Subject to the rights of tenants under Leases (as defined in the Agreement), Seller covenants and agrees to warrant and defend the title to the property hereby conveyed against the just and lawful claims and demands of all persons whomsoever. Except for the foregoing warranty of title, NO WARRANTY, REPRESENTATION, OR PROMISE, EXPRESS OR IMPLIED IS INTENDED OR MADE ABOUT THE CONDITION, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER CONCERNING ALL OR ANY PART OF THE PROPERTY HEREBY CONVEYED OR THE MATERIALS OR WORKMANSHIP IN SUCH PROPERTY, OR THAT SUCH PROPERTY IS FREE OF DEFECTS OR WILL SATISFY ANY REQUIREMENT FOR SPECIFIC MACHINERY OR CAPACITY OR SPECIAL METHODS, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED; AND THE ABOVE PURCHASER ACKNOWLEDGES THAT THE PURCHASER HAS PURCHASED AND ACCEPTED THE PROPERTY HEREBY CONVEYED AS IS AND WHERE IS. Dated: Seller VLD SWEETWATER, L.P., a California limited partnership By: Sweetwater Genpar, LLC, a California limited liability company, its General Partner By Xxxxx Xxxxxxxxxxx Manager Exhibit H TENANT NOTICE LETTER [subject to revision and completion prior to Closing as necessary] , 200 Re: Your lease (the “Lease”) of space in the building known as “ ” located at , (the “Building”) Ladies and Gentlemen: You are hereby notified that , (the “Owner”), pursuant as owner of the Building and the current owner of the landlord’s interest under the Lease, has sold the Building to which , (“Buyer”) as of the Seller date of this Tenant Notice Letter set forth above. In connection with this sale the Owner has assigned and transferred its interest in the Lease and your security deposits in the amount of $ to Buyer, and Buyer has assumed and agreed to sellperform all of the landlord’s obligations under this Lease (including any obligations set forth in the Lease to repay or account for any security deposits thereunder) accruing from and after such date. Accordingly, (a) all of your obligations under the Lease from and after the date of this Tenant Notice Letter (including your obligations to pay rent and fulfill your insurance requirements) shall be performable to and for the benefit of Buyer, its successors and assigns and (b) all of the obligations of the landlord under the Lease (including any obligations to repay or account for any security deposits thereunder) from and after the date of this Tenant Notice Letter shall be the binding obligations of Buyer and its successors and assigns. The address of Buyer for all purposes under the Lease (including the payments of rentals, the recoupment of and security deposits and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] (the “Facility”). Capitalized terms used and not otherwise defined in this Xxxx giving of Sale shall have the meanings given such terms any notices provided for in the Purchase Agreement. The SellerLease) is: Telecopier: Telephone: Very truly yours, for good and valuable consideration paid by the PurchaserBy: Name: Title: Exhibit I ASSIGNMENT AND ASSUMPTION OF LEASES AND OTHER INTANGIBLE RIGHTS FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are is hereby acknowledged, by these presents does VLD SWEETWATER, L.P., a California limited partnership (“Assignor”), hereby BARGAINassigns, SELLsells, ASSIGN AND DELIVER unto the Purchaser transfers, and delivers to @@ , a @@ (“Assignee”), all of the SellerAssignor’s estate, right, title and interest in and to the FF&E, the Files and Records and the Inventory related to the Facility (collectively, the “Subject Property”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERS, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTY, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE OR THE PURCHASE AGREEMENT. TO HAVE AND TO HOLD the Subject Property unto the Purchaser, its successors and assigns forever. This Xxxx of Sale shall be governed by, and construed in accordance with, the laws of the State of Indiana.following:

Xxxx of Sale. Reference This Xxxx of Sale is hereby made to that certain Purchase executed and Sale Agreementdelivered by GreenSky, dated as of [ ] LLC (the “Purchase Agreement”f/k/a GreenSky Trade Credit, LLC), between a Georgia limited liability company, a located in Atlanta, Georgia (the “Seller”) ), to Xxxxxx Xxxxx (“Xxxxx”), Xxxxxx Xxxxx 2012 Trust (“Xxxxx Trust”), and Xxxxx Family Dynasty Trust I, a LLC (“Xxxxx” and, together with Xxxxx, the “PurchaserBuyers”), pursuant to which the Seller has agreed to sellPurchase and Sale Agreement dated as of November 30th, and the Purchaser has agreed to purchase, certain land and other property, including, without limitation, the [ ]-unit assisted living/independent living community known as [ ] and having an address at [ ] 2016 (the “FacilityPurchase and Sale Agreement”)) by and between the Seller and the Buyers. Capitalized All of the terms used and not otherwise defined in provisions of the Purchase and Sale Agreement are incorporated into this Xxxx of Sale shall have by reference as if set forth in their entirety herein. For and in consideration of the meanings given such terms payment by Buyers to Seller of the Purchase Price (as defined in the Purchase and Sale Agreement. The Seller, for ) and other good and valuable consideration paid by the Purchaserconsideration, the receipt and sufficiency of which are hereby acknowledged, by these presents does the Seller hereby BARGAINsells, SELLconveys, ASSIGN AND DELIVER unto the Purchaser assigns, transfers and sets over to Xxxxx an 18% undivided interest in all of the Seller’s right, title and interest in and to the FF&EPurchased Assets, to Xxxxx Trust a 32% undivided interest in all of the Files Seller’s right, title and Records interest in and the Inventory related to the Facility Purchased Assets and to Xxxxx a 50% undivided interest in all of the Seller’s right, title and interest in and to the Purchased Assets (collectivelysuch percentage with respect to Xxxxx, Xxxxx Trust, or Xxxxx, as applicable, the “Subject PropertyPercentage Interest”). THE SELLER HEREBY WARRANTS TO THE PURCHASER THAT THE SELLER IS THE LAWFUL OWNER OF THE SUBJECT PROPERTY AND THE SUBJECT PROPERTY IS FREE AND CLEAR FROM THE RIGHTS AND CLAIMS OF OTHERSThe Seller hereby warrants to the Buyers that there is hereby conveyed to the Buyers, BUT MAKES NO OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE SUBJECT PROPERTYin accordance with their respective Percentage Interests, EXCEPT TO THE EXTENT SET FORTH IN THE PURCHASE AGREEMENTgood and marketable title to the Purchased Assets, free and clear of any liens, encumbrances or charges whatsoever. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WITH RESPECT TO THE SUBJECT PROPERTY, AND THE SAME IS SOLD IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS AND THAT THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, EXCEPT TO THE EXTENT SET FORTH IN THIS XXXX OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED IN THE PURCHASE AND SALE AGREEMENT. TO HAVE AND TO HOLD In the Subject Property unto the Purchaser, its successors and assigns forever. This event that any provision of this Xxxx of Sale is construed to conflict with a provision in the Purchase and Sale Agreement, the provision in the Purchase and Sale Agreement shall be governed bydeemed to be controlling. EXECUTED as of this 30th day of November, 2016. SELLER: GREENSKY, LLC By: (Signature) Name: (Print Name) Title: ATTACHMENT 2 Form of Allonge Allonge Reference is made to the promissory notes (“Notes”) described on Exhibit A attached hereto, which Notes are currently payable to the order of GreenSky, LLC (f/k/a GreenSky Trade Credit, LLC). It is intended that this Allonge be attached to and made a permanent part of the Notes. Pay 18% to the order of Xxxxxx Xxxxx, 32% to the order of Xxxxxx Xxxxx 2012 Trust, and construed 50% to the order of Xxxxx Family Dynasty Trust I, LLC, without recourse except as otherwise contained in accordance withthe Purchase and Sale Agreement, the laws dated November __, 2016, by and between Xxxxxx Xxxxx, Xxxxxx Xxxxx 2012 Trust, and Xxxxx Family Dynasty Trust I, LLC and GreenSky, LLC. Executed as of the State this 30th day of Indiana.November, 2016. GREENSKY, LLC By: (Signature) Name: (Print Name) Title: