Exhibit 2.1

PURCHASE AND SALE AGREEMENT

BETWEEN

EACH PARTY LISTED AS A “SELLER” ON SCHEDULE I

AS SELLER

AND

NIC ACQUISITIONS LLC

AS PURCHASER

June 22, 2015

TABLE OF CONTENTS

i

ii

ANNEXES

iii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is entered into as of the 22nd day of June, 2015 (the “ Effective Date ”), by and among each party listed as a “Property Seller” on Schedule I-A attached hereto and made a part hereof, and each party listed as an “Entity Seller” on Schedule I-B attached hereto and made a part hereof, each having a principal address at c/o 5885 Meadows Road, Suite 500, Lake Oswego, Oregon 97035 (each Property Seller and each Entity Seller, individually or collectively, as the context requires, “ Seller ”), and NIC Acquisitions LLC, a Delaware limited liability company (“ Purchaser ”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, Seller and Purchaser hereby agree as follows:

RECITALS

Each Property Seller owns the real property identified on Schedule I-A , as more particularly described in Exhibit A-1 attached hereto and made a part hereof, together with the Facilities (as hereinafter defined) located thereon and identified on Schedule I-A (the Land and Improvements described on Schedule I-A, the “ Acquired Real Property ”). Each Entity Seller owns all of the limited partnership or limited liability company interests in each of the entities listed on Schedule I-B (each, a “ Facility Owner ” and such interests, the “ Facility Owner Interests ”), and each Facility Owner is the owner of the real property identified on Schedule I-B , as more particularly described in Exhibit A-2 attached hereto and made a part hereof, together with the Facilities (as hereinafter defined) located thereon and identified on Schedule I-B . Seller desires to sell, and Purchaser desires to purchase, the Acquired Real Property and the Facility Owner Interests on the terms and conditions set forth below. At Seller’s sole election exercisable by delivery of written notice to Purchaser not less than ten (10) days prior to the Closing Date, Seller may elect to modify this Agreement to cause any Facility Owner to become a Property Seller or any Property Seller to become a Facility Owner, and in such event (i) Seller and Purchaser shall make the necessary changes to this Agreement to reflect such modification and (ii) Purchaser shall cause the applicable Facility Owner to join as a party to this Agreement.

ARTICLE I

DEFINED TERMS

Unless otherwise defined herein, any term with its initial letter capitalized in this Agreement shall have the meaning set forth in Annex 1 attached hereto and made a part hereof.

ARTICLE II

PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT

2.1 Purchase and Sale . Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Agreement. Purchaser agrees that Seller, the Manager or their respective Affiliates are the sole owners of all right, title and interest in and to the Seller Marks

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(or have the right to use such Seller Marks pursuant to license agreements with third parties), that the Property shall not include the Seller Marks and that no right, title or interest in or to the Seller Marks is granted, transferred, assigned or conveyed as a result of this Agreement. Purchaser further agrees that Purchaser will not use the Seller Marks for any purpose. Notwithstanding anything to the contrary contained herein, Seller shall not sell, assign, transfer, convey or deliver to Purchaser, and Purchaser shall not purchase, and the Property shall not include, any of the Sellers’ right, title and interest in the Excluded Assets.

2.2 Purchase Price and Deposit . The total purchase price (“ Purchase Price ”) for the Property shall be an amount equal to Six Hundred Forty Million and 00/100 Dollars ($640,000,000.00), payable by Purchaser, as follows:

2.2.1. At or prior to the execution of this Agreement, and as a condition to the effectiveness and enforceability of this Agreement, Purchaser shall deliver to First American Title Insurance Company (“ Escrow Agent ” or “ Title Company ”) a deposit in the amount of Five Million and 00/100 Dollars ($5,000,000.00) (together with all interest and income accrued thereon, the “ Initial Deposit ” and, together with the Additional Deposit, the “ Deposit ”) by wire transfer of immediately available funds.

2.2.2 The balance of the Purchase Price, subject to adjustments required by this Agreement, shall be paid to and received by Escrow Agent by wire transfer of immediately available funds no later than 1:00 p.m., Central Time, on the Closing Date.

2.2.3 Each of Seller and Purchaser agrees that the allocation of the Purchase Price between and among the items comprising the Property will be the amounts set forth in the allocation statement jointly prepared and mutually and reasonably agreed upon by Seller and Purchaser as soon as practicable following the Effective Date (the “ Allocation Statement ,” and that portion of the Purchase Price allocated to each Facility, the “ Allocated Purchase Price ” for such Facility), which Allocation Statement shall be prepared in a manner consistent with Section 1060 of the Code and the treasury regulations thereunder. Neither Seller nor Purchaser shall take a position in any tax return, examination, or administrative or judicial proceeding relating to any tax return that is inconsistent with the Allocation Statement unless required by applicable law or pursuant to a good faith resolution of a tax contest.

2.2.4 All currency amounts set forth in this Agreement are expressed in United States Dollars.

2.2.5 The provisions of this Section 2.2 shall survive the Closing.

2.3 Escrow Provisions Regarding Deposit .

2.3.1 The Deposit shall be held and applied by Escrow Agent in accordance with the Escrow Agreement among Escrow Agent, Seller and Purchaser being executed on the Effective Date in the form of Exhibit B (the “ Escrow Agreement ”).

2.3.2 The tax identification numbers of the parties shall be furnished to Escrow Agent upon request.

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2.3.3 The parties shall deliver to Escrow Agent an executed copy of this Agreement.

ARTICLE III

PURCHASER DILIGENCE

3.1 Data Site .

3.1.1 Purchaser agrees and acknowledges that (i) prior to the Effective Date, Seller has granted Purchaser and its representatives access to the Data Site, and Seller has afforded Purchaser and each of its agents and representatives an opportunity to review the Property, including the Facility Ownership Interests and each of the Facilities and the documentation, contracts, agreements, reports, third party deliveries, financials and other information related thereto provided on the Data Site (collectively, the “ Materials ”), (ii) Purchaser has reviewed and conducted such independent analyses, studies (including, without limitation, environmental studies and analyses concerning the presence of lead, asbestos, water intrusion and/or fungal growth and any resulting damage, PCBs and radon in and about the Land and Improvements), reports, investigations and inspections as it deems appropriate in connection with its purchase of the Property and (iii) Purchaser has completed such review, and all of its diligence with respect to the Property, to its satisfaction. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Purchaser shall acquire, at the Closing, the Property, subject to the risk that Purchaser has failed to completely and adequately review and consider any or all of the Materials, any physical and/or other inspections of the Property and/or any other information.

3.1.2 Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, Seller makes no representations or warranties with respect to the Property (or any portion thereof), the operation, management and/or leasing of the Property, or concerning any statements made or information delivered or made available to Purchaser (whether by Seller, any of its Affiliates or any agents, representatives, consultants or advisors of any of the foregoing, or any other Person) with respect to the Property (or any portion thereof) or the business of Seller, whether included as part of the Materials or any other information disclosed to the Purchaser or otherwise, and all such representations and warranties are hereby expressly excluded and disclaimed. Purchaser agrees and acknowledges that, except as expressly set forth in the Seller’s Representations, all Materials are and were provided for informational purposes only, and Purchaser shall not in any way be entitled to rely upon the completeness or accuracy of the Materials, and will instead in all instances rely exclusively on its own inspections, consultants and advisors with respect to all matters which it deems relevant to its decision to acquire, own and operate the Property.

3.2 Property Contracts . Purchaser shall pay all fees, charges and related costs in connection with the assignment of any Assigned Contract to Purchaser and any other Property Contract of any Facility Owner. Notwithstanding anything to the contrary contained in this Agreement, no Property Seller shall have the obligation to assign to Purchaser any Property Contract of such Property Seller if Seller and Purchaser have been unable to obtain any consent to such assignment required by the terms of such Property Contract and, in such case of the failure to obtain any such required consent to assign such Property Contract, the parties shall consummate the Transactions by excluding such Property Contract from the Assigned Contracts without any reduction in the Purchase Price.

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ARTICLE IV

TITLE

4.1 Title Documents . Prior to the Effective Date, Seller has caused to be delivered to Purchaser, with respect to each Facility, a standard form commitment or preliminary title report (each, a “ Title Commitment ”) to provide a Title Policy with respect to such Facility, together with copies of all instruments identified as exceptions therein (together with each Title Commitment, collectively, the “ Title Documents ”).

4.2 Survey . Prior to the Effective Date, Seller has delivered to Purchaser the most current existing survey in Seller’s possession with respect to the Land and Improvements for each of the Facilities (each, an “ Existing Survey ”). Purchaser may, at its sole cost and expense, order a new or updated survey either before or after the Effective Date (each such new or updated survey for any Facility, together with any Existing Survey for such Facility, is referred to herein as the “ Survey ”).

4.3 Permitted Exceptions . Each of the Facilities and the related Land and Improvements owned by a Property Seller or Facility Owner shall be subject to the following, all of which shall be deemed “ Permitted Exceptions ” with respect to such Facility and such related Property:

4.3.1 All matters shown in the applicable Title Documents and the applicable Surveys, other than (a) any New Exception to which Purchaser has timely objected in accordance with Section 4.5 , (b) mortgages, judgment liens, tax liens (except for the lien of real estate taxes not yet due and payable as of the Closing Date), broker’s liens, any mechanic’s, materialmen’s or any other monetary liens, in each case to the extent not caused by Purchaser, any of Purchaser’s Affiliates or Purchaser’s agents, representatives, consultants and/or contractors (collectively, “ Purchaser’s Consultants ”), or (c) the standard preprinted exceptions including rights of parties in possession (other than exceptions limited to those parties in possession pursuant to the Resident Agreements and the Commercial Leases) and taxes and assessments (other than exceptions limited to taxes and assessments not yet due and payable as of the Closing Date);

4.3.2 All Resident Agreements and all Commercial Leases;

4.3.3 Any occupancy arrangement pursuant to the Travel Program;

4.3.4 Applicable zoning and governmental regulations and ordinances; and

4.3.5 Any matters, defects in or objections to title to Land and Improvements, or title exceptions or encumbrances, arising by, through, under, on behalf of or due to the fault of Purchaser, Affiliates of Purchaser or Purchaser’s Consultants.

4.4 Existing Mortgages & Liens/Security Instruments . It is understood and agreed that any deed of trust and/or mortgage recorded against the Land and Improvements or any portion thereof, or any Lien against the Facility Owner Interests, which secures any indebtedness

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for borrowed money and/or any related security agreement or instrument with respect to such indebtedness in favor of Seller or any Facility Owner (each, a “ Secured Lien ”) shall not be deemed a Permitted Exception, and shall be paid off, satisfied, discharged and/or cured either prior to Closing or from proceeds of the Purchase Price at Closing. In addition, Seller shall cause any matter described in clause (b) of Section 4.3.1 (excluding Secured Liens, which are addressed in the preceding sentence) to be Removed at or prior to Closing; provided , however , that if the aggregate liability (or potential liability) with respect to any matter(s) described in Section 4.3.1(b) with respect to all of the Facilities (excluding Mortgages) and the Property shall exceed one and one-half percent (1.5%) of the Purchase Price (the “ Removal Cap Amount ”, and any such matters giving rise to such excess amounts, the “ Removal Cap Matters ”), in the aggregate, Seller shall have no obligation under this Agreement with respect to any amount in excess of the Removal Cap Amount and/or the Removal Cap Matters and may refuse to Remove the Removal Cap Matters (but shall be obligated to Remove whatever matter or matters can be removed by payment of up to the Removal Cap Amount). If Seller does not Remove all matter(s) described in Section 4.3.1(b) in reliance of the terms of this Section 4.4 at or prior to the Closing, Purchaser may, as its exclusive remedy elect by delivery of written notice to Seller to either (i) terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser, or (ii) accept all Removal Cap Matters as Permitted Exceptions and proceed with the Transactions without a reduction in the Purchase Price. The failure of Purchaser to make any such election within five (5) days after receipt of written notice of Seller’s election not to Remove all Removal Cap Matters shall be deemed an election by Purchaser of clause (ii) above.

4.5 Subsequently Disclosed Exceptions . Purchaser may order any updates, continuations of, and supplements to, any of the Title Commitments or Existing Surveys (each, a “ Title Update ”) at Purchaser’s sole cost and expense. Purchaser shall instruct the Title Company and any surveyor to simultaneously deliver directly to Purchaser and Seller (and their respective counsel referenced in Section 14.6 of this Agreement) copies of each Title Update (including tax and departmental searches) ordered by Purchaser or otherwise issued by the Title Company or any surveyor, and copies of all underlying documentation referenced as an exception as soon as available. If, at any time after the Effective Date but prior to the Closing, any Title Update discloses any additional item(s) (i) not caused by or the result of any act or omission or fault of Purchaser, Purchaser’s Affiliate(s) or any Purchaser Consultant, (ii) that individually or in the aggregate with any other items first reflected on any Title Update that satisfies clauses (i), (ii) and (iii) of this Section 4.5, would have, or would reasonably be expected to have, a material adverse effect on the current use or value of a Facility and (iii) which are not disclosed on any version of, or update to, any of the prior Title Commitments delivered to Purchaser prior to the Effective Date (each, a “ New Exception ”), Purchaser shall notify Seller in writing of Purchaser’s approval or disapproval of such New Exception not later than the date that is the earlier of (i) three (3) Business Days after the date of its receipt of such Title Update and (ii) the Closing Date (the “ New Exception Review Period Expiration Date ”). If Purchaser fails to deliver written notice of its approval or disapproval of any New Exception prior to the New Exception Review Period Expiration Date (but in any event prior to Closing), such New Exception shall be deemed to be a Permitted Exception. If Purchaser disapproves of the New Exception prior to the New Exception Review Period Expiration Date, Seller may, in Seller’s sole discretion, notify Purchaser as to whether it is willing to attempt to Remove the New Exception (and Seller shall have the right to adjourn the Closing Date for a period of up to five (5) days in order to make such election). If Seller elects to attempt to Remove the New

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Exception, Seller shall be entitled to any reasonable adjournments of the Closing Date to Remove the New Exception, not to exceed thirty (30) days in the aggregate (and subject to the third sentence of Section 5.1 ). If Seller fails to deliver a written notice of its election to Purchaser prior to the date that is five (5) days after receipt of Seller’s written notice of disapproval of any New Exception, Seller shall be deemed to have elected not to Remove the New Exception. If Seller does not elect to Remove any New Exception, is deemed to have made such an election, or Seller fails to Remove any New Exception prior to the Closing Date, Purchaser may, as its exclusive remedy elect to either (i) remove from this Agreement the Facility that is subject to the New Exception, in which event the Purchase Price shall be reduced by an amount equal to the Allocated Purchase Price for such Facility and the parties shall proceed to Closing as if such Facility and any portion of the Facility Owner Interests or other Property relating exclusively to such Facility shall no longer be part of the Property (collectively, the “ Excluded Property ”), or (ii) waive its objection to the New Exception and proceed with the Transactions without a reduction in the Purchase Price, in which event Purchaser shall be deemed to have approved the New Exception and such New Exception shall be a Permitted Exception. If Purchaser fails to notify Seller in writing of its election in accordance with the foregoing sentence within ten (10) days after the New Exception Review Period Expiration Date, Purchaser shall be deemed to have elected to approve and irrevocably waive any objections to the New Exception. Notwithstanding the forgoing provisions of this Section 4.5 , if the existence of any New Exception that is not a Permitted Exception constitutes a breach by Seller of Section 7.2 of this Agreement, Purchaser shall have the rights and remedies set forth in Article X in connection with such breach, and if Purchaser consummates this Agreement, Purchaser shall be deemed to have accepted any New Exception as a Permitted Exception and shall have no further rights or remedies with respect to such New Exception.

ARTICLE V

CLOSING

5.1 Closing Date . The Closing shall occur on July 30, 2015 (the “ Scheduled Closing Date ”), through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means. Seller shall have the right, at its sole election, to adjourn the Closing Date one or more times for a combined aggregate of not more than thirty (30) days to Remove any New Exception as contemplated by Section 4.5 or satisfy other closing conditions (each, a “ Seller Adjournment ”). A Seller Adjournment may be effected by delivery by Seller of written notice to Purchaser on or prior to the then scheduled Closing Date (as the same may have been previously extended in accordance with the terms of this Section 5.1 ), in which case the adjourned Closing Date shall be set forth in such written notice and shall be a Business Day not less than five (5) days after the giving of such notice. Purchaser shall have the right, at its sole election, to adjourn the Scheduled Closing Date for a period that ends not later than August 15, 2015 (the “ First Extension Period ”) by delivery of written notice to Seller prior to the Scheduled Closing Date. In addition to the foregoing, Purchaser shall have the right, at its sole election, to adjourn the Closing Date one or more times for a period that ends not later than September 15, 2015 (the “ Second Extension Period ”) provided that, prior to August 15, 2015 and each subsequently scheduled Closing Date, (i) Purchaser shall deliver to Seller written notice of the exercise of such extension option, and (ii) prior to August 15, 2015, Purchaser shall deliver to Escrow Agent a one-time additional deposit in the amount of Two Million and

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00/Dollars ($2,000,000.00) (together with all interest and income accrued thereon, the “ Additional Deposit ”) by wire transfer of immediately available funds. Time shall be of the essence with respect to Purchaser’s obligation to consummate the Closing on the Closing Date.

5.2 Seller Closing Deliveries . The applicable Seller shall execute and deliver to Escrow Agent (or cause to be delivered to Escrow Agent) each of the following items on or prior to the Closing Date:

5.2.1 A Deed for each parcel of Land and the related Improvements and other real property included in the Property that is owned by any Property Seller, subject to the Permitted Exceptions with Purchaser or Purchaser’s designee as grantee.

5.2.2 A Bill of Sale for property owned by any Property Seller for the benefit of Purchaser or Purchaser’s designee as grantee in the form attached as Exhibit C .

5.2.3 A General Assignment for Miscellaneous Property Assets and Permits (other than the Excluded Permits) owned by any Property Seller to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit D (the “ General Assignment ”).

5.2.4 An Assignment of Resident Agreements for Resident Agreements to which Property Seller is a party to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit E (the “ Resident Agreements Assignment ”).

5.2.5 An Assignment of Facility Owner Interests to Purchaser or Purchaser’s designee(s) in the form attached as Exhibit N (the “ Facility Owner Interest Assignment ”).

5.2.6 A certificate in the form of Exhibit F attached hereto (the “ Bring Down Certificate ”, together with each Deed, Bill of Sale, General Assignment, Resident Agreements Assignment and Facility Owner Interest Assignment, each a “ Closing Document ”).

5.2.7 A management agreement or sub-management agreement, in substantially the form of Exhibit J (each, a “ Management Agreement ”), for each Facility, by and between either New Facility Owner or Facility Owner (or an Affiliate of either party, as applicable, that is engaged to manage such Facility), and Holiday AL Management Sub LLC (“ Holiday Manager ”), fully executed by Holiday Manager.

5.2.8 Seller’s counterpart signature to the closing statement prepared by the Title Company, which shall include such prorations and adjustments calculated in accordance with the terms of this Agreement (the “ Closing Statement ”).

5.2.9 A title affidavit or an indemnity in a form reasonably acceptable to Seller and Purchaser, which is sufficient to enable the Title Company to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.

5.2.10 A certification of Seller’s non-foreign status pursuant to Section 1445 of the Code in the form of Exhibit G attached hereto.

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5.2.11 Any applicable sales tax, real property transfer tax forms and returns, transfer declaration, ownership information or other similar disclosure forms or reports required by the laws of the State where such Land and Improvements is located or any other governmental authority.

5.2.12 The Allocation Statement.

5.2.13 Resolutions, certificates of good standing, and such other organizational documents as the Title Company or Purchaser shall reasonably require evidencing Seller’s authority to consummate the Transactions.

5.2.14 The most current Rent Roll and Property Statement for each Facility, each prepared in the ordinary course of business certified as true and accurate by Seller as of such date.

5.2.15 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date.

5.2.16 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable laws to be executed by Seller or otherwise reasonably necessary in order to consummate the Transactions.

5.2.17 If required by applicable law or requested by Purchaser, notification letters to all Residents prepared and executed by Manager in the form attached hereto as Exhibit H , which shall be delivered to all Residents of the applicable Facility by Holiday Manager immediately after Closing.

5.3 Purchaser Closing Deliveries . Except for the Purchase Price, which is to be delivered at the time specified in Section 2.2.2 , Purchaser shall deliver to Escrow Agent (or cause to be delivered to Escrow Agent), each of the following on or prior to the Closing Date:

5.3.1 The full Purchase Price, less the Deposit, plus or minus the adjustments or prorations required by this Agreement.

5.3.2 Purchaser’s counterpart signature to the Closing Statement.

5.3.3 A countersigned counterpart of the General Assignment.

5.3.4 A countersigned counterpart of the Assignment of Facility Owner Interests.

5.3.5 An executed certificate in the form of the Bring Down Certificate.

5.3.6 A countersigned counterpart of the Resident Agreements Assignment.

5.3.7 A Management Agreement for each Facility countersigned by the New Facility Owner or Facility Owner (or an Affiliate of either party, as applicable, that is engaged to manage such Facility).

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5.3.8 Resolutions, certificates of good standing, and such other organizational documents as Title Company or Seller shall reasonably require evidencing Purchaser’s authority to consummate the Transactions.

5.3.9 Such notices, transfer disclosures, affidavits or other similar documents that are required by applicable law to be executed by Purchaser or otherwise reasonably necessary in order to consummate the Transactions.

5.4 Closing Prorations and Adjustments .

5.4.1 General . Subject to Section 5.4.4 , all normal and customarily proratable items relating to the Property and the Facility Owners, including, without limitation, collected rents, operating expenses, real and personal property taxes, other operating expenses and fees, shall be prorated as of 11:59 p.m. (Local Time) on the day immediately prior to the Closing Date in accordance with the proration schedule agreed upon by Seller and Purchaser prior to Closing, the parties agreeing that Seller shall be responsible and charged for all of same attributable to the period up to the Closing Date (and credited for any amounts paid by Seller or any Facility Owner attributable to the period on or after the Closing Date) and Purchaser shall be responsible and charged for all of the same attributable to the period on and after the Closing Date.

5.4.2 Operating Expenses . All of the taxes (other than real estate taxes) and other expenses incurred in connection with the ownership, leasing and operation of the Property shall be prorated on an accrual basis. Seller shall pay all such expenses accruing prior to the Closing Date and Purchaser shall pay all such expenses accruing from and after the Closing Date.

5.4.3 Utilities . A proration for utilities shall be made based upon the most recently ascertainable bills. Seller shall be entitled to the return of any deposit(s) posted by it or its Affiliate with any utility company. On or prior to the Closing Date, Seller and Purchaser shall notify each utility company serving the Property to terminate Seller’s account, effective as of the Closing, and shall arrange utility service for the Property, as of the Closing, in name directed by Purchaser. Notwithstanding the foregoing, Purchaser, at its option, may elect, in accordance with the Management Agreement, not to terminate certain existing utility contracts for certain Facilities, in which case Manager, as agent for Holiday Manager, will keep such utility contracts in place.

5.4.4 Capital Expenditures . As described in the next sentence, a proration for capital expenditures shall be made equal to the difference (the “ Capex Difference ”) between (a) the aggregate amount of capital expenditures made and paid for by Seller or any Facility Owner with respect to the Facilities for the period from and including January 1, 2015 through and including the day immediately prior to the Closing Date (excluding capital expenditures in connection with emergencies) and (b) an amount equal to the product of (i) the amount set forth on Schedule 5.4.4 multiplied by (ii) a fraction having a numerator equal to the number of days from and including January 1, 2015 until and including the day immediately preceding the Closing Date, and having a denominator of three hundred sixty-five (365). If the Capex Difference is positive, such difference shall be credited to Seller on the Closing Date, and if it is negative, such difference shall be credited to Purchaser on the Closing Date.

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5.4.5 Real Estate Taxes . Any real estate ad valorem or similar taxes for the Land and Improvements, or any installment of assessments payable in installments which installment is payable in the calendar year of Closing, shall be prorated to the date of Closing, based upon actual days involved. The proration of real property taxes or installments of assessments shall be based upon the assessed valuation and tax rate figures for the year in which the Closing occurs to the extent the same are available; provided, however, that in the event that actual figures (whether for the assessed value of the Land and Improvements or for the tax rate) for the year of Closing are not available at the Closing Date, the proration shall be made using figures from the preceding year or based on a prior installment payment for such calendar year.

5.4.6 Property Contracts . Purchaser shall assume at Closing the obligations arising from and after the Closing Date under the Assigned Contracts (and the Facility Owners shall remain responsible for its Property Contracts); however, operating expenses (including payment obligations under the Assigned Contracts) shall be prorated under Section 5.4.2.

5.4.7 Resident Agreements . All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Residents under the Resident Agreements) and other collected revenues from any portion of the Facilities or the related Land and Improvements shall be prorated as of 11:59 p.m. (Local Time) on the day immediately prior to the Closing Date on the basis of the actual number of days of the month (or year, as applicable) which shall have elapsed as of the Closing Date. Purchaser shall receive all collected rent, income and revenues attributable to dates from and after the Closing Date. Seller shall receive all collected rent and other collected revenues attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to rents which have not been collected as of the Closing Date (the “ Uncollected Rents ”). No adjustments shall be made in Seller’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay Seller such accrued Uncollected Rents (to the extent attributable to periods prior to the Closing Date and net of reasonable costs of collection) as and when collected by Purchaser, subject to the further provisions of this Section 5.4.7 . Purchaser agrees to bill Residents of the Facilities for all Uncollected Rents and to take reasonable actions (which shall not include an obligation to commence legal action) to collect Uncollected Rents. Purchaser’s collection of rents shall be applied in the following order of priority: (i) first, in payment of rent for the month in which the Closing Date occurs, with such amounts being prorated between Purchaser and Seller based upon the number of days each owned the Property during the month in which the Closing occurs; (ii) second, to the month immediately preceding the month in which the Closing occurs; (iii) third, in payment of rent for any month which commenced after the Closing, but only to the extent payments of rents for such month are then currently due; and (iv) fourth, in payment of rents for months preceding the month in which the Closing occurs. After the Closing, Seller shall not have the right to commence legal actions or proceedings, or take any other action, to collect Uncollected Rents owed to Seller by any current Resident, provided that (a) Holiday Manager shall have the right to send bills in the ordinary course of business to current Residents for Uncollected Rents, and (b) Seller shall have the right to collect Uncollected Rents with respect to any former Resident.

5.4.8 Insurance . No proration shall be made in relation to insurance premiums, and insurance policies will not be assigned to Purchaser.

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5.4.9 Employees . Any wages, benefits or other payments due and owing in respect of employment or services rendered to Seller or any Facility Owner on or prior to the Closing by any Facility Employee, as applicable, shall be paid by Seller through the day immediately prior to the Closing Date (or credited to Purchaser on the Closing Date to the extent not paid by Seller as of the Closing Date). Any wages, benefits or other payments due and owing in respect of employment or services rendered following the Closing by any Facility Employee, as applicable, shall be paid by Purchaser (or its Affiliate(s)) in accordance with the Management Agreement, and any wages, benefits or other payments to Facility Employees paid by Seller or any Facility Owner prior to Closing with respect to any period commencing on or after the Closing Date, if any, shall be credited to Seller on the Closing Date.

5.4.10 Closing Costs .

5.4.10.1 Seller shall be responsible for payment of the following Transactions costs: (i) fees of Seller’s attorneys, accountants and other consultants, as well as any accountants’ fees in connection with the preparation of any financial statements of the Property required by the Securities and Exchange Commission; (ii) fees in connection with the preparation of the Title Commitments and the Existing Surveys and any updates requested by Purchaser thereto or otherwise prepared by the Title Company; (iii) fees for UCC, lien, judgment and other searches reasonably requested by Purchaser, (iv) all state, city, county and municipal recording fees and all related charges and costs in connection therewith; (v) all premiums for each Title Policy and all endorsements to any such policy; (vi) seventy-five percent (75%) of all real estate transfer taxes, deed taxes, stamp taxes, intangibles taxes or similar taxes imposed with respect to the Transactions and all sales taxes imposed upon the portion of the Purchase Price allocated to transferred personal property included in the Property (collectively, the “ Transfer Taxes ”); (vii) one-half of the fees and expenses for the Escrow Agent; and (viii) Third-Party Reports provided by Seller.

5.4.10.2 Purchaser shall be responsible for payment of the following Transactions costs: (i) fees of Purchaser’s attorneys, accountants (except for accountants’ fees in connection with the preparation of any financial statements of the Property required by the Securities and Exchange Commission, which shall be paid by Seller) and other consultants, and the fees, costs and expenses in connection with Purchaser’s due diligence (exclusive of the Third Party Reports provided by Seller); (ii) twenty-five percent (25%) of the Transfer Taxes; (iii) one-half of the fees and expenses for the Escrow Agent; (iv) fees and expenses for the investment of the Deposit; and (v) any and all costs, expenses and fees incurred in connection with, or relating to, the preparation of any statements, reports or filings with or required by the Securities and Exchange Commission as a result of Purchaser’s status as a public company (subject to the exception noted above for accountants fees).

5.4.11 Security Deposits . The amount of any security deposits held by Seller or any Facility Owner, as of the day immediately preceding the Closing Date, under the terms of any Resident Agreements, for any period on and extending beyond the Closing Date shall be a credit to the cash to be paid by Purchaser at the Closing.

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5.4.12 Possession . Possession of the Property, subject to the Resident Agreements, Assigned Contracts, and Permitted Exceptions, shall be delivered to Purchaser at the Closing upon release from escrow of all items to be delivered by Purchaser pursuant to Section 5.3 . Seller shall make available to Purchaser at the Property on the Closing Date (a) originals or copies of the Resident Agreements, Assigned Contracts, operating manuals and keys and access codes to the Facilities and the related Land and Improvements, and (b) to the extent reasonably available to Seller, lease files, warranties, guaranties, and Seller’s and any Facility Owner’s books and records (other than proprietary information) (the items covered by the foregoing clauses (a) and (b), collectively, “ Seller’s Property-Related Files and Records ”) exclusively relating to the Property. Purchaser agrees, for a period of not less than three (3) years after the Closing (the “ Records Hold Period ”), to (a) provide and allow Seller reasonable access to Seller’s Property-Related Files and Records for purposes of inspection and copying thereof, and (b) reasonably maintain and preserve Seller’s Property-Related Files and Records. If, at any time after the Records Hold Period, Purchaser desires to dispose of Seller’s Property-Related Files and Records, Purchaser must first provide Seller not less than thirty (30) days prior written notice (the “ Records Disposal Notice ”). Seller shall have a period of thirty (30) days after receipt of the Records Disposal Notice to enter the Property (or such other location where such records are then stored), at reasonable times upon reasonable notice, and to remove or copy those of Seller’s Property-Related Files and Records that Seller desires to retain.

5.5 Post-Closing Adjustments . To the extent applicable, Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days of the Closing Date, the amounts prorated and adjusted in this Article V using any new or updated information, including the reconciliation of estimated amounts with actual amounts, the correction of any errors and the inclusion of any items which should have been included at the Closing. All adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. In the event the parties have not agreed with respect to the adjustments required to be made pursuant to this Section 5.5 within thirty (30) days following expiration of such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne by the party that does not prevail in such dispute. All adjustments to be made as a result of the final results of the adjustments shall be paid to the party entitled to such adjustment within thirty (30) days after the final determination thereof. Notwithstanding anything to the contrary contained in this Agreement, (i) in the event that, following the Closing, Purchaser shall receive a refund of real estate taxes which relates to any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of time that each party owned the Property during the tax period to which the refund relates, and (ii) subject to the requirements of clause (i), neither party shall have any obligation to re-adjust any items after the expiration of the periods set forth in this Section 5.5.

5.6 Withholding Rights . Each Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable to any Seller pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable tax law. Amounts so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER

The disclosure schedules attached hereto (the “ Disclosure Schedules ”) are arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Agreement to which such sections and subsections of the Disclosure Schedules relate. An exception to a representation or warranty in this Article VI set forth in the Disclosure Schedules effectively modifies the corresponding representation or warranty in this Article VI ; provided that any fact or condition disclosed in any section of the Disclosure Schedules in such a way as to make its relevance to a representation or representations made elsewhere in this Agreement or information called for by another section of the Disclosure Schedules reasonably apparent shall be deemed to be an exception to such representation or representations or to be disclosed on such other section of such Disclosure Schedules notwithstanding the omission of a reference or cross reference thereto. Any fact or item disclosed in any section of the Disclosure Schedules shall not be deemed, solely by reason of such inclusion, to be material and shall not be employed as a point of reference in determining any standard of materiality under this Agreement.

6.1 Seller’s Representations . Seller represents and warrants to Purchaser the following as of the Effective Date and as of the Closing Date, that except as set forth in the Disclosure Schedules (the parties agreeing that Seller shall be deemed to have satisfied its representations and warranties with respect to delivery of any documents or any other materials if such documents or materials are made available through the Data Site prior to and through the Effective Date):

6.1.1 Seller and each Facility Owner is validly existing and in good standing under the laws of the state of its formation; and Seller has the entity power and authority to sell and convey the Property and to execute the documents to be executed by Seller and has taken all corporate, partnership, limited liability company or equivalent entity actions required for the execution and delivery of this Agreement, and the consummation of the Transactions. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, Seller’s organizational documents, (ii) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under any contract to which Seller is a party or by which Seller or any Property is otherwise bound, which conflict, breach or default would have a Material Adverse Effect, or (iii) result in a violation or breach, in any material respect, of any legal requirement applicable to Seller or by which Seller or the Property is bound. This Agreement is a valid and binding agreement, enforceable against Seller in accordance with its terms, and upon full execution and delivery of each Closing Document to which Seller is a party, such Closing Document will be a valid and binding agreement, enforceable against Seller in accordance with its terms, in each case except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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6.1.2 Seller is not a “foreign person,” as that term is used and defined in Section 1445 of the Code.

6.1.3 Except as shown on Schedule 6.1.3 and except for unlawful detainer or similar actions against Residents that are brought in the ordinary course of any Property Seller’s or any Facility Owner’s operation of the Facilities, as of the Effective Date, there are no actions, proceedings, litigation or governmental investigations or condemnation actions either pending, or to Seller’s Knowledge, threatened in writing against any Property Seller, Facility Owner, or the Facilities that, if adversely determined, would be expected to result in any liability or obligation in excess of $25,000 for any single claim, or $750,000 in the aggregate.

6.1.4 All material Property Contracts are described on Exhibit I (the “ Property Contracts List ”). Other than matters reflected in the Title Documents, the Property Contracts List, the Permits identified on Schedule 6.1.13 , the National Contracts, the Resident Agreements and property management contracts, no Property Seller or Facility Owner is party to any material contract, agreement, lease, license, sublicense or other arrangement relating to the use, ownership, management, operation, leasing, maintenance or repair of the Facilities that is necessary to own and operate the Facilities consistent with past practice. Seller has made available to Purchaser complete and correct copies of each of the Property Contracts. Except as otherwise disclosed on Schedule 6.1.4 hereto, no Property Seller or Facility Owner or, to Seller’s Knowledge, any other party is in material default under any of the Property Contracts on the Effective Date.

6.1.5 A rent roll for each Facility (as updated pursuant to Section 5.2.13 , each a “ Rent Roll ”) dated not earlier than thirty (30) days prior to the Effective Date has been made available to Purchaser as part of the Materials and is a true, correct and complete list of all Residents as of the date indicated therein, and the updated Rent Roll delivered pursuant to Section 5.2.13 will be a true, correct and complete list of all Residents as of the date of such update. Each Rent Roll is the rent roll used and relied upon by the applicable Property Seller or Facility Owner in connection with its operation of the applicable Facility. Except pursuant to any Permitted Exception, including the Residents shown on the Rent Roll as of the date indicated therein and any tenant under any Commercial Leases, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of any Facility, and there are no other rights of possession which have been granted to any third party or parties. No interest in the Resident Agreements and/or in any of the rentals due or to become due under the Resident Agreements will be subject to, at Closing, any assignment or encumbrance granted by any Property Seller or Facility Owner (except for any assignment or encumbrance to be released at Closing). To Seller’s Knowledge, the Resident Agreements are in full force and effect in accordance with their terms. Except as shown on the Rent Roll (or to the extent any pre-paid rent attributable to periods after Closing is credited to Purchaser at Closing), there are no deposits and no rent has been pre-paid more than one (1) month in advance.

6.1.6 Seller has made available to Purchaser true and complete copies of the sample form(s) of Resident Agreement (including sample forms of addendum and annexes) used at each of the Facilities (collectively, the “ Resident Agreement Form ”), and all Resident Agreements with respect to any Facility are consistent in all material respects with the applicable form of the Resident Agreement Form.

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6.1.7 Other than as described on Schedule 6.1.7 , as of the Effective Date, no Property Seller or Facility Owner has received written notice from any governmental authority with jurisdiction over the Facilities of any violation by any Property Seller, Facility Owners or the Facilities or the related Land and Improvements or the other Property of any laws, ordinances or regulations applicable to any Property Seller, Facility Owner, or Facility that remains uncured or unresolved, except to the extent any such violation has not had, and would not reasonably be expected to have, a Material Adverse Effect.

6.1.8 Except as disclosed in the Title Documents, (i) no Property Seller or Facility Owner has submitted and, to Seller’s Knowledge, no other Person has submitted, in each case as of the Effective Date, an application for the creation of any special taxing district affecting the Facilities or the related Land and Improvements (or any part thereof), or annexation thereby, or inclusion therein and (ii) no Property Seller or Facility Owner has received written notice prior to the Effective Date that any governmental authority has commenced or intends to commence construction of any special or off-site improvements or has imposed or increased or intends to impose or increase any special or other assessment against the Facilities (or the related Land or Improvements or any part thereof).

6.1.9 Neither Seller, any Facility Owner, nor Seller’s general partner or managing member has (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (C) suffered the appointment of a receiver to take possession of all, or substantially all, of such party’s assets, which remains pending as of such time, (D) suffered the attachment or other judicial seizure of all, or substantially all, of its assets, which remains pending as of such time, (E) admitted in writing its inability to pay its debts as they come due, or (F) made an offer of settlement, extension or composition to its creditors generally.

6.1.10 Except as disclosed in the Title Documents, no Property Seller or any Facility Owner has granted any option, right of first refusal, first offer or first opportunity, or any similar right, to any party to acquire any fee or ground leasehold interest in any portion of the Land and/or Improvements.

6.1.11 Other than as described on Schedule 6.1.11 (collectively, the “ Required Consents ”), no consent, approval, order or authorization of, or registration, declaration or filing with, any applicable governmental authority is required to be obtained or made by Seller in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

6.1.12 (a) The Land and Improvements relating to each Facility are assessed for real estate tax purposes as one or more wholly independent tax lots, separate from any adjoining land or improvements not constituting a part of the Property, and no other land or improvements are assessed and taxed together with such Land and Improvements.

(b) To Seller’s Knowledge, Purchaser shall not, by acquiring the Property, become a member or owner of a condominium or homeowner’s association or similar entity.

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6.1.13 Schedule 6.1.13 identifies, as of the Effective Date, all material Permits possessed by Seller, any Facility Owner, or Manager necessary for the ownership and operation of the Facilities, each of which is valid, effective and remains outstanding, except as otherwise set forth on Schedule 6.1.13 . Either Seller, Facility Owner, or Manager has all material Permits necessary to operate each applicable Facility as currently operated by Property Seller or Facility Owner, as applicable.

6.1.14 All Facility Employees (as defined in the Management Agreement) are employed by Harvest Management Sub TRS Corp. As of the Effective Date, there are no labor or collective bargaining agreements which pertain to the Facility Employees, and no labor unions or other organizations representing, purporting to represent or attempting to represent, any of the Facility Employees.

6.1.15 Attached as Schedule 6.1.15 are copies of the Property Statements prepared as of the date indicated therein for each of the Facilities. The Property Statements are accurate and complete, in all material respects, and fairly present, in all material respects, the financial condition and the results of operations for the Facilities, as applicable, as of the respective dates indicated in such Property Statements.

6.1.16 True, correct and complete copies of certificates of insurance evidencing the insurance maintained by Seller or any Facility Owner as of the Effective Date with respect to the Property have been made available to Purchaser as part of the Materials. No Property Seller or Facility Owner has received written notice from any insurance company identifying any defects or inadequacies in the Property, which, if not corrected, would result in the termination of insurance coverage.

6.1.17 (a) Neither Seller nor any Facility Owner is a Prohibited Person.

(b) None of the Property is the proceeds of specified unlawful activity as defined by 18 B.SC. § 1956(c)(7).

6.1.18 Each property questionnaire in the form of the Property Questionnaire, as completed and delivered by Seller to Purchaser with respect to each of the Facilities, is true, correct and complete in all material respects.

6.1.19 Neither Seller nor any Facility Owner holds any “plan assets” within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended.

6.1.20 The Property is all owned by Seller or Facility Owners (and no other Person) and, together with the Excluded Assets, the National Contracts, and the IT Assets, constitutes all of the material assets and properties used in the operation of the Facilities, other than the personal property owned by Manager.

6.1.21 Property Sellers or Facility Owners have, and at Closing Property Sellers will deliver to Purchaser, good title to the Miscellaneous Property Assets, free and clear of all Liens.

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6.1.22 Environmental Matters .

6.1.22.1 Except as (i) disclosed on Schedule 6.1.22 or as identified in the environmental reports, studies and other information relating to the environmental condition of the Land and Improvements delivered by Seller to Purchaser or made available for Purchaser’s review in the Materials or (ii) has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

(a) There is no current violation of Environmental Laws related to the Land and Improvements and no Property Seller or Facility Owner has received from any Person, with respect to the Land or Improvements, any (A) written notice or claim alleging liability or a breach of any Environmental Laws, or (B) written request for information pursuant to Environmental Law, which, in each case, remains pending or unresolved and is the source of ongoing obligations or requirements as of the Effective Date.

(b) No Property Seller or Facility Owner currently stores or uses any Hazardous Materials at any Facility, except for Hazardous Materials used in the ordinary course of business at any Facility, including cleaning fluids, insecticides, medicines, petroleum products and other similar items (the “ Common Products ”), which Common Products are used, transported, stored and disposed of by the Seller in compliance with all applicable Environmental Laws.

(c) To the Seller’s Knowledge, there has been no release of Hazardous Materials in contravention of Environmental Law with respect to the Land or Improvements that has not been remediated, and no Property Seller or Facility Owner has received any written notice of any such release that has not been remediated which would reasonably be expected to result in a claim under Environmental Laws or a violation of Environmental Laws or a violation of the term of any license issued to Seller pursuant to applicable Environmental Laws.

6.1.22.2 Seller has, prior to the Effective Date, made available to the Purchaser on the Data Site for each Facility a copy of the most recent Phase I environmental reports in Seller’s possession.

6.1.23 Organizational Structure . The organizational structure of each Facility Owner is set forth in Schedule 6.1.23 attached hereto. No Facility Owner has held or owned any legal or beneficial interest in any other Person.

6.1.24. Title to Facility Owner Interests . Entity Seller holds and owns legally and beneficially, and has good and valid title to, one hundred percent (100%) of the outstanding partnership or membership interests in and to the Facility Owners, free and clear of all Liens. Except as disclosed to Purchaser, the Facility Owner Interests are not certificated and do not constitute “securities” under Article 8 of the Uniform Commercial Code.

6.1.25 No Other Business or Assets . No Facility Owner (i) has carried on any business other than the ownership and operation of its Facility, the Land and Improvements relating thereto and any ancillary activities in connection therewith or (ii) owns any material assets other than assets relating to the ownership and operation of the its Facility.

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6.1.26. Orders/Judgments . Except as set forth on Schedule 6.1.26 attached hereto, there are no orders, decrees or judgments pending against any Facility Owner by or before any federal, state or municipal court or other governmental agency, department, commission, board, bureau, instrumentality or other governmental authority.

6.1.27 Entity Documents . Entity Seller has made available to Purchaser in the Materials true, correct and complete copies of the organizational documents of each Facility Owner (the “Entity Documents”). Except for the Entity Documents, there are no other agreements, oral or written, relating to voting, consent or other rights affecting the management or governance of any Facility Owner. No default exists beyond any notice and cure period under the Entity Documents.

6.1.28 Employees . None of the Facility Owners has, or has had, at any time any employees.

6.1.29 Debt . No Facility Owner has created, incurred, assumed, guaranteed or otherwise allowed to exist any Debt that will remain outstanding and/or an obligation of such Facility Owner at Closing (excluding any Debt that is satisfied by Seller at Closing). For the purposes of this Section 6.1.29, “Debt” means, with respect to any Facility Owner, without duplication: (a) all indebtedness of such Facility Owner for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Facility Owner is liable, (b) all unfunded amounts under a loan agreement, letter of credit (unless secured in full by cash), or other credit facility for which such Facility Owner would be liable or subject, if such amounts were advanced under the credit facility, (c) all amounts required to be paid by such Facility Owner as a guaranteed payment to partners or a guaranteed preferred or special dividend, including any mandatory redemption of shares or interests, (d) all indebtedness guaranteed by such Facility Owner, directly or indirectly, (e) all obligations under leases that constitute capital leases under GAAP for which such Facility Owner or any of its assets is liable or subject, and (f) all net marked-to-market obligations of such Facility Owner under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Facility Owner or any of its assets is liable or subject contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Facility Owner otherwise assures a creditor against loss.

6.1.30 Financials . Since the date of the most recent financial statements of each Facility Owner (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, and (ii) such Facility Owner has not incurred any material liabilities (contingent or otherwise) other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice.

6.1.31 Facility Owner Taxes . Each Facility Owner is, and has been at all times since its formation, treated as disregarded entity for U.S. federal income tax purposes. Each Facility Owner (i) has duly and timely filed (or had filed on its behalf) all material tax returns required to be filed by it (after giving effect to any filing extension granted by a governmental authority) and (ii) has paid (or had paid on its behalf) all material taxes that are required to be paid by it (whether or not shown on such tax returns).

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6.2 AS-IS . Except as otherwise expressly set forth in Seller’s Representations:

6.2.1 PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT INCLUDING SELLER’S REPRESENTATIONS, AND AS A MATERIAL INDUCEMENT TO THE SELLER’S EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PROPERTY IS EXPRESSLY PURCHASED AND SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”

6.2.2 The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this kind, and the price, terms and conditions set forth in this Agreement reflect the fact that Purchaser is not relying upon any information provided by (or by any Person on behalf of) Seller or statements, representations or warranties, express or implied, made by (or by any Person on behalf of) Seller, including, without limitation, relating to the value of the Property, the physical or environmental condition of the Property, any state, federal, county or local law, ordinance, order or permit, or the suitability, compliance or lack of compliance of the Property with any regulation, or any other attribute or matter of or relating to the Property (except as expressly set forth in the Seller’s Representations). Without limiting Seller’s Representations, Purchaser agrees that Seller shall not be responsible or liable to Purchaser (i) for any defects, errors or omissions in the Materials or (ii) except as the result of a breach by Seller of Article VII , on account of any conditions affecting the Property.

6.2.3 Except for breaches of Seller’s Representations and subject to Purchaser’s rights to indemnification under Article XIII , Purchaser, for itself and on behalf of its successors and assigns, and anyone claiming by, through or under Purchaser, hereby fully releases each of Seller and the other Seller Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire or may arise against such Seller Indemnified Parties with respect to any and all Damages arising from or related to any defects, errors, omissions in the Materials or other conditions affecting the Property.

6.2.4 Purchaser acknowledges and agrees that, except for the Seller Representations, no representation has been made, and no responsibility is assumed by Seller, with respect to the financial earning capacity, the continued occupancy levels of the Facilities, or any part thereof or, without limiting any of the foregoing, occupancy at Closing.

6.2.5 Purchaser agrees and acknowledges that, prior to Closing, Property Sellers and Facility Owners shall have the right, but not the obligation, to enforce its rights against any and all Property occupants, guests or Residents. Purchaser agrees that the departure or removal, prior to Closing, of any of such guests, occupants or Residents, in and of itself, shall not be the basis for, nor shall it give rise to, any claim on the part of Purchaser, nor shall it affect the obligations of Purchaser under this Agreement in any manner whatsoever; and Purchaser shall close escrow and accept delivery of the Deeds and the Assignment of Facility Owner Interests with or without such Residents in possession and without any allowance or reduction in the Purchase Price under this Agreement.

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6.2.6 Purchaser acknowledges that the Property may be subject to the federal Americans With Disabilities Act (the “ ADA ”) and the federal Fair Housing Act (the “ FHA ”). The ADA requires, among other matters, that Residents and/or owners of “public accommodations” remove barriers in order to make the Facilities accessible to disabled persons and provide auxiliary aids and services for hearing, vision or speech impaired persons. Except as expressly set forth in the Seller’s Representations, Seller makes no warranty, representation or guarantee of any type or kind with respect to the Property’s compliance with the ADA or the FHA (or any similar state or local law), and Seller expressly disclaims any such representations.

The phrase “ Seller’s Knowledge ,” or words of similar import in this Agreement, shall be deemed to refer exclusively to matters within the actual knowledge of Scott Shanaberger and Kai Hsiao (collectively, “ Seller Knowledge Individuals ”), after having made the inquiries referred to in the provision to this sentence but without any further obligation to investigate or make inquiries of other Persons with respect to any of the representations and warranties contained in this Agreement, provided that Seller represents and warrants to Purchaser, as of the Effective Date and the Closing Date, that the Seller Knowledge Individuals are the individuals in Seller’s organization who are most knowledgeable of the matters set forth herein and the Seller Knowledge Individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Seller, or to make any other inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Seller set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Seller Knowledge Individuals or of any other Person, shall be imputed to the Seller Knowledge Individuals. No Seller Knowledge Individual is a party to this Agreement or shall be subject to any personal liability hereunder.

6.3 Representations and Warranties of Purchaser . For the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Purchaser represents and warrants to Seller the following (collectively, the “ Purchaser’s Representations ”) as of the Effective Date and as of the Closing Date:

6.3.1 Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware.

6.3.2 Purchaser, acting through any of its or their duly empowered and authorized officers or members, has all necessary entity power and authority to own and use its properties and to transact the business in which it is engaged, and has full power and authority to enter into this Agreement, to execute and deliver the documents and instruments required of Purchaser herein, and to perform its obligations hereunder; and no consent of any of Purchaser’s partners, directors, officers or members are required to so empower or authorize Purchaser. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Purchaser is a party or by which Purchaser is otherwise bound, which conflict, breach or default would have a material adverse effect on Purchaser’s ability to consummate the Transactions or (ii) result in a violation or breach, in any material respect, of any legal requirement applicable to Purchaser or by which Purchaser or the property of Purchaser is bound. This Agreement is a valid and binding agreement, enforceable against

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Purchaser in accordance with its terms, and upon full execution and delivery of each Closing Document to which Purchaser is a party, such Closing Document will be a valid and binding agreement, enforceable against Purchaser in accordance with its terms, in each case , except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

6.3.3 No pending or, to Purchaser’s Knowledge, threatened litigation exists which, if adversely determined (i) would or would reasonably be expected to restrain the consummation of the Transactions or otherwise have a material adverse effect on Purchaser’s ability to consummate the Transactions, or (ii) would or would reasonably be expected to declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller hereunder.

6.3.4 Purchaser is not a Prohibited Person.

6.3.5 To Purchaser’s Knowledge, the funds Purchaser transfers, and/or will transfer, to Seller under this Agreement are not the property of, or beneficially owned, directly or indirectly, by a Prohibited Person or the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7).

6.3.6 No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any applicable governmental authority is required to be obtained or made by Purchaser in connection with the execution and delivery of this Agreement or the consummation of the Transactions.

The phrase “ to Purchaser’s Knowledge ,” or words of similar import in this Agreement, shall be deemed to refer exclusively to matters within the actual knowledge of Matthew Lucas (“ Purchaser Knowledge Individuals ”), after having made the inquiries referred to in the proviso to this sentence but without any further obligation to investigate or make inquiries of other Persons with respect to any of the representations and warranties contained in this Agreement, provided that Purchaser represents and warrants to Seller, as of the Effective Date and the Closing Date, that the Purchaser Knowledge Individuals are the individuals in Purchaser’s organization who are most knowledgeable of the matters set forth herein and the Purchaser Knowledge Individuals have not performed and are not obligated to perform any investigation or review of any files or other information in the possession of Purchaser, or to make any other inquiry of any Persons, or to take any other actions in connection with the representations and warranties of Purchaser set forth in this Agreement. Neither the actual, present, conscious knowledge of any other individual or entity, nor the constructive knowledge of the Purchaser Knowledge Individuals or of any other Person, shall be imputed to the Purchaser Knowledge Individuals. No Purchaser Knowledge Individual is a party to this Agreement or shall be subject to any personal liability hereunder.

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ARTICLE VII

ADDITIONAL COVENANTS OF SELLER AND PURCHASER

7.1 Interim Operating Covenants . Except as expressly contemplated by this Agreement, until the earlier of Closing or the termination of this Agreement, each Property Seller and Facility Owner shall operate the Facilities in the ordinary course of business consistent with past practice, and each Property Seller and Facility Owner shall use commercially reasonable efforts to (a) maintain the Facilities, or cause the Facilities to be maintained, in substantially their condition as of the Effective Date, reasonable wear and tear, and casualty and condemnation, excepted; (b) comply, in all material respects, with all applicable laws; and (c) keep in full force and effect insurance policies with substantially the same terms as existing policies.

7.2 Liens . Until the earlier of Closing or the termination of this Agreement, neither Seller nor any Facility Owner shall not create or permit to become effective any Lien upon the Property that would be an exception on any Title Policy, other than (i) the Permitted Exceptions, (ii) with respect to any Facility, any easement, license or similar encumbrance (a) entered into in the ordinary course that would not, and would not reasonably be expected to, have a material adverse effect on the current use or value of such Facility or (b) required by applicable law, provided in each case Seller shall deliver to Purchaser notice and a copy of any such Lien prior to executing the same, and (iii) any other Lien arising in the ordinary course of business and consistent with past practice (so long as such other Lien is removed or satisfied by Seller or, if approved by Purchaser in its reasonable discretion, otherwise bonded over at or prior to the Closing, such that such Lien is not included as an exception on any Title Policy).

7.3 Transactions . Until the earlier of Closing or the termination of this Agreement, Seller shall not (and shall not permit any Facility Owner to) directly or indirectly (i) sell, assign, transfer or otherwise dispose of all or any portion of the Property other than, subject to the terms of this Agreement, pursuant to any casualty or condemnation or any other property that is replaced in the ordinary course of business and consistent with past practice or (ii) enter into any agreement to do any of the foregoing.

7.4 Notice of Breach . Until the earlier of Closing or the termination of this Agreement, Seller shall notify Purchaser in writing promptly upon learning or receiving written notice, whichever first occurs, of:

(a) Any event, transaction or occurrence prior to Closing which would or would reasonably be expected to result in a Material Adverse Effect; and

(b) Seller’s breach of any of its representations, warranties or covenants in this Agreement, or any fact or event which would make any covenant or agreement of Seller under this Agreement incapable or substantially less likely of being performed.

ARTICLE VIII

CONDITIONS PRECEDENT TO CLOSING

8.1 Purchaser’s Conditions to Closing . Without limiting any of the rights of Purchaser elsewhere provided for in this Agreement, Purchaser’s obligation to consummate the Transactions shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Purchaser may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement:

8.1.1 All of the documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered in accordance with the terms of Section 5.2 ;

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8.1.2 Each of Seller’s Representations shall be true and correct on and as of the Effective Date and the Closing Date (except in each case for Seller’s Representations relating to an earlier date, in which case as of such earlier date), except where the failure of any of such Seller’s Representations to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

8.1.3 Subject to payment of all title insurance premiums and fees, the Title Company is irrevocably committed to issue the Title Policy for each Facility (and the related real property comprising the Property);

8.1.4 Seller shall have complied with, fulfilled and performed, in all material respects, each of the covenants to be complied with, fulfilled or performed by Seller hereunder on or prior to the Closing Date, provided, with respect to any covenants and obligations that are qualified by “materiality” or “Material Adverse Effect,” such covenants and obligations shall have been performed by Seller in all respects;

8.1.5 Neither Seller nor any Facility Owner shall be a debtor in any bankruptcy proceeding;

8.1.6 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Seller hereunder;

8.1.7 (i) There shall not be any pending litigation or, to the Knowledge of either Purchaser or Seller, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of the Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of Seller hereunder, and (ii) other than as described on Schedule 6.1.7 , there shall not be any actions, proceedings, litigation or governmental investigations or condemnation actions pending against Seller, Facility Owner, or the Property which would have a Material Adverse Effect;

8.1.8 There shall not be any labor or collective bargaining agreements binding the Facility Employees which would have a Material Adverse Effect.

If any condition set forth in this Section 8.1 is not satisfied on or prior to the Outside Closing Date, Purchaser may, as its sole remedy, (a) waive any of the foregoing conditions and proceed to Closing with no offset or deduction from the Purchase Price, or (b) terminate this Agreement and receive a return of the Deposit from the Escrow Agent, and neither party shall have any further obligation or liability to the other except with respect to the Surviving Obligations; provided if such failure of any condition resulted from a Seller Default, Purchaser shall have the right to exercise any of its remedies pursuant to Section 10.2 ; provided , further , Purchaser shall not have the right to terminate this Agreement under this Section 8.1 if Purchaser’s action or failure to act has been the primary cause of the Closing failing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement by Purchaser.

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8.2 Seller’s Conditions to Closing . Without limiting any of the rights of Seller elsewhere provided for in this Agreement, Seller’s obligation to close under this Agreement shall be subject to and conditioned upon the satisfaction and fulfillment of the following conditions precedent, provided Seller may, at its sole option, waive any or all of these conditions, in whole or in part, in writing or otherwise as provided in this Agreement:

8.2.1 All of the documents and funds required to be delivered by Purchaser to Seller at the Closing pursuant to the terms and conditions hereof shall have been delivered;

8.2.2 Each of the representations, warranties and covenants of Purchaser contained herein shall be true and correct in all material respects as of the Closing Date;

8.2.3 Purchaser shall have complied with, fulfilled and performed in all material respects each of the covenants to be complied with, fulfilled or performed by Purchaser hereunder;

8.2.4 Purchaser shall not be a debtor in any bankruptcy proceeding; and

8.2.5 There shall not be in force any order, decree, judgment or injunction of any governmental authority enjoining or prohibiting the consummation of the Transactions or declaring illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder, and there shall not be any pending litigation or, to either Purchaser’s Knowledge or Seller’s Knowledge, any litigation threatened in writing, which, if adversely determined, would restrain the consummation of the Transactions or declare illegal, invalid or nonbinding any of the material covenants or obligations of the Purchaser hereunder.

If any condition set forth in this Section 8.2 is not satisfied at or prior to the Outside Closing Date, Seller may, as its sole remedy (a) waive any of the foregoing conditions and proceed to Closing, (b) terminate this Agreement, and neither party shall have any further obligation or liability to the other except with respect to the Surviving Obligations; provided if such failure of any condition resulted from a Purchaser Default hereunder, Seller shall have the right to exercise any of its remedies pursuant to Section 10.1 ; provided , further , Seller shall not have the right to terminate this Agreement under this Section 8.2 if Seller’s action or failure to act has been the primary cause of the Closing failing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement by Seller.

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ARTICLE IX

TERMINATION AND ABANDONMENT

9.1 Termination of this Agreement .

This Agreement may be terminated and the Transactions may be abandoned at any time on or before the Closing, in each of the following instances:

(a) by mutual written agreement of Seller and Purchaser, in which case the Deposit shall be paid and released in accordance with the mutual direction of Seller and Purchaser;

(b) by Purchaser giving written notice to Seller at any time prior to the Closing in the event of the occurrence and continuance of a Seller Default, in which case the Deposit shall be paid and released in accordance with Section 10.2 ;

(c) by Seller giving written notice to Purchaser at any time prior to the Closing in the event of the occurrence and continuance of a Purchaser Default, in which case the Deposit shall be paid and released in accordance with Section 10.1 ;

(d) by Purchaser pursuant to Section 4.4 , Section 4.5 or Section 8.1 , in which case the Deposit shall be paid and released in accordance with Section 4.4 , Section 4.5 or Section 8.1 , as applicable; or

(e) by Seller pursuant to Section 8.2 , in which case the Deposit shall be paid and released in accordance with Section 8.2 .

9.2 Procedure Upon Termination . In the event either party exercises its right to terminate this Agreement pursuant to Section 9.1 , this Agreement shall immediately terminate and shall be abandoned, without further action by any of the parties. If, prior to the Closing, either party elects to terminate this Agreement pursuant to the terms of Section 9.1 and makes a written demand upon Escrow Agent for payment of the Deposit in accordance with the terms hereof, Escrow Agent shall give written notice to the other party of such election to terminate and of such demand. If Escrow Agent does not receive a written objection from the other party to the proposed payment within 5 Business Days after the giving of such notice, Escrow Agent shall be authorized to make such payment. If Escrow Agent does receive such written objection within such 5-Business Day period, Escrow Agent shall continue to hold such amount until otherwise directed by written instructions from the parties to this Agreement or a final judgment or arbitrator’s decision. However, Escrow Agent shall have the right at any time to deliver the Deposit and interest thereon, if any, with a court of competent jurisdiction. Escrow Agent shall give written notice of such deposit to Seller and Purchaser in accordance with Section 14.6 of this Agreement.

ARTICLE X

DEFAULTS AND REMEDIES

10.1 Purchaser Default . If, prior to the Closing, Purchaser (i) defaults on its obligations hereunder to (a) deliver to Escrow Agent the deliveries specified under Section 5.3 , or (b) deliver the Purchase Price in accordance with Article II and consummate the Transactions on the Closing Date or (ii) defaults or breaches in any material respect on any of its other representations, warranties, covenants or obligations under this Agreement (or with respect to any representation, warranty, covenant or obligation that is qualified by “materiality” or “material adverse effect,” Purchaser defaults or breaches, in any respect, such representation, warranty, covenant or obligation), and such default continues for more than 20 days after written notice from Seller (each, a “ Purchaser Default ”), then Seller may (a) terminate this Agreement

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immediately and without the right of Purchaser to receive additional notice or to cure, Purchaser shall forfeit the Deposit to Seller and the Escrow Agent shall deliver the Deposit to Seller as liquidated damages resulting from the Purchaser Default (the parties agreeing that (x) quantifying the amount of Seller’s losses pursuant to termination due to a Purchaser Default would be difficult to quantify, and (y) such sum is not a penalty, but rather a reasonable measure of Seller’s damages resulting from a termination due to a Purchaser Default) or then Seller may (a) terminate this Agreement immediately and without the right of Purchaser to receive notice or to cure pursuant to Section 2.3.3 , Purchaser shall forfeit the Deposit to Seller and the Escrow Agent shall deliver the Deposit to Seller, or (b) subject to the conditions below, seek specific performance of Purchaser’s obligation to consummate the Transactions pursuant to this Agreement, such specific performance being in addition to any other remedy available at law or in equity. Seller may seek specific performance of Purchaser’s obligation to close on the sale of the Property pursuant to this Agreement only if, as a condition precedent to initiating such litigation for specific performance, Seller shall (x) not otherwise be in default under this Agreement; and (y) file suit therefor with the court on or before the 90th day after the Outside Closing Date. If Seller fails to file an action for specific performance within 90 days after the Outside Closing Date, then Seller shall be deemed to have elected to terminate this Agreement in accordance with subsection (a) above.

10.2 Seller Default . If, prior to Closing, Seller (i) defaults on its obligations hereunder to deliver to Escrow Agent or Seller, as applicable, the deliveries specified under Section 5.2 , or to consummate the Transactions on the Closing Dateor, (ii) defaults or breaches in any material respect on any of its representations, warranties, covenants or obligations under this Agreement (or with respect to any representation, warranty, covenant or obligation that is qualified by “materiality” or “Material Adverse Effect,” Seller defaults or breaches in any respect such representation, warranty, covenant or obligation), and such default under this clause (ii) continues for more than twenty (20) days after written notice from Purchaser (each, a “ Seller Default ”), then, at Purchaser’s election and as Purchaser’s exclusive remedy, Purchaser may either (a) terminate this Agreement, and the Deposit shall be returned to Purchaser, or (b) subject to the conditions below, seek specific performance of Seller’s obligations to consummate the Transactions pursuant to and in accordance with this Agreement (but without seeking or collecting any Damages), provided if Purchaser fails to file an action for specific performance within one hundred twenty (120) days after the Closing Date, then Purchaser shall be deemed to have elected to terminate this Agreement and receive a return of the Deposit in accordance with subsection (a) above. In the event that Purchaser terminates this Agreement pursuant to clause (a) of the preceding sentence as a result of Seller’s knowing, intentional and willful actions, then Seller shall pay to the Purchaser an amount equal to Purchaser’s Expenses within ten (10) Business Days following such termination. SELLER AND PURCHASER FURTHER AGREE THAT THIS SECTION 10.2 IS INTENDED TO AND DOES LIMIT THE AMOUNT OF DAMAGES DUE PURCHASER AND THE REMEDIES AVAILABLE TO PURCHASER FOR A DEFAULT BY SELLER PRIOR TO CLOSING, AND SHALL BE PURCHASER’S EXCLUSIVE REMEDY AGAINST SELLER, BOTH AT LAW AND IN EQUITY ARISING FROM OR RELATED TO A DEFAULT BY SELLER PRIOR TO CLOSING. PURCHASER SPECIFICALLY WAIVES THE RIGHT TO FILE ANY LIS PENDENS OR ANY LIEN AGAINST THE PROPERTY UNLESS AND UNTIL IT HAS IRREVOCABLY ELECTED TO SEEK SPECIFIC PERFORMANCE OF THIS AGREEMENT AND HAS FILED AND IS DILIGENTLY PURSUING AN ACTION SEEKING SUCH REMEDY.

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ARTICLE XI

RISK OF LOSS OR CASUALTY

11.1 Closing . In the event that any Facility is damaged or destroyed by fire or other casualty prior to Closing, then the parties shall consummate the Transactions in accordance with the terms of this Agreement for the full Purchase Price, notwithstanding any such damage, destruction or casualty, in which case, if applicable, Seller and Purchaser shall, at Closing, execute and deliver an assignment and assumption (in a form reasonably and mutually agreed) of the such Property Seller’s rights and obligations with respect to the insurance claim related to such damage, destruction or casualty, and thereafter Purchaser shall receive (a) all insurance proceeds pertaining to such claim, less the sum of (i) any out-of-pocket costs incurred by Seller or Facility Owner in pursuing or collecting such claim, plus (ii) any amounts which may already have been spent by Seller or Facility Owner for Repairs, and (b) a credit against the Purchase Price at Closing in the amount of any deductible payable by Seller or Facility Owner in connection therewith. Seller shall not (and shall not permit any Property Owner to) settle any claims related to any such damage, destruction or casualty without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

11.2 Repairs . To the extent Seller or any Facility Owner elects to commence any Repairs with respect to any damage or destruction to a Facility (or the Land and/or Improvements related thereto) caused by fire or other casualty prior to Closing, then Seller shall be entitled to receive and apply available insurance proceeds to any portion of such Repairs completed or installed prior to Closing. To the extent that any Repairs have been commenced prior to Closing, then the Property Contracts shall include all construction and other contracts entered into by any Property Seller or Facility Owner in connection with such Repairs (the “ Construction Contracts ”). The Construction Contracts and all plans in connection with any Repairs must be approved by Purchaser, which approval shall not be unreasonably withheld. All Repairs undertaken by Seller or any Facility Owner pursuant to this Section 11.2 shall be performed in accordance with applicable law.

ARTICLE XII

EMINENT DOMAIN

In the event that, prior to Closing, all or any material portion of any Facility is (or previously, but after the Effective Date, has been) acquired, or is about to be acquired, by any governmental agency by the powers of eminent domain or transfer in lieu thereof (a “ Taking ”), or in the event that at such time there is any notice of any such acquisition or intent to acquire by any such governmental agency with respect to all or any material portion of any Facility, then the parties shall consummate the Transactions in accordance with the terms of this Agreement for the full Purchase Price and Purchaser shall have all rights to, and receive the full benefit of, any condemnation award. Seller shall not (and shall not permit any Facility Owner to) settle any claims related to a Taking without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE XIII

INDEMNIFICATION & SURVIVAL PROVISIONS

13.1 Effective Date; Survival . All of the Seller’s Representations and the Purchaser’s Representations are made as of the Effective Date and shall be deemed remade as of the Closing pursuant to Seller’s and Purchaser’s Bring Down Certificate, as applicable. All of the Seller’s Representations, Seller’s Covenants, and the Purchaser’s Representations shall survive Closing for a period of twelve (12) months after the Closing Date (the “ Outside Claim Date ”), it being agreed that none of the covenants contained in this Agreement shall survive the Closing except as otherwise expressly provided herein. Any claim by Seller or Purchaser with respect to any breach of the Seller’s Representations, Seller’s Covenants, or the Purchaser’s Representations, respectively, shall be effective and valid only if made after Closing in writing (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made) against the other party on or prior to the Outside Claim Date.

Notwithstanding anything to the contrary contained in this Agreement, (i) if to Purchaser’s Knowledge prior to Closing any of the Seller’s Representations is inaccurate, untrue or incorrect in any way, Purchaser shall not be permitted to make any claim and shall have no recourse against Seller pursuant to this Article XIII or otherwise with respect to the breach of such Seller’s Representations, however, Purchaser shall have its rights and remedies set forth in Section 10.2 and (ii) if to Purchaser’s Knowledge any of the covenants of Seller to be performed on or before the Closing Date has not been performed prior to the Closing, and Purchaser consummates the Transactions, Purchaser will be deemed to have waived satisfaction of any such covenants, and Purchaser shall have no recourse, right of action or claim against Seller in respect of any such breach of covenant.

13.2 Indemnification by Seller . Subject to the other provisions of this Article XIII , after the Closing, Seller shall indemnify and hold harmless Purchaser and its Affiliates, and their respective members, managers, partners, directors, officers, shareholders, employees and agents (hereinafter referred to individually as a “ Purchaser Indemnified Party ” and collectively as “ Purchaser Indemnified Parties ”) from and against any and all Damages suffered by any of the Purchaser Indemnified Parties (without duplication) resulting from or arising out of any (collectively, “ Seller Indemnifiable Damages ”) (i) breach of or inaccuracy in any of the Seller’s Representations or (ii) or any breach of Seller’s Covenants, (iii) Excluded Liability, (iv) Excluded Assets or the use, ownership or operation thereof, or (v) any FCA Action.

13.3 Indemnification by Purchaser . Subject to the other provisions of this Article XIII , after the Closing, Purchaser shall indemnify and save harmless Seller and its Affiliates, and their respective members, managers, partners, directors, officers, shareholders, employees and agents (hereinafter referred to individually as a “ Seller Indemnified Party ” and collectively as “ Seller Indemnified Parties ”) from and against any and all Damages suffered by any of the Seller Indemnified Parties (without duplication) resulting from or arising out of any breach of or inaccuracy in any of the Purchaser Representations when made (collectively, “ Purchaser Indemnifiable Damages ”).

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13.4 Limitations on Indemnification . Notwithstanding anything to the contrary contained in this Agreement:

13.4.1 Except as provided otherwise herein, (i) the aggregate liability of the Seller for Seller Indemnifiable Damages under Sections 13.2(i), (ii), (iii), (iv) and (v)  shall not exceed the amount of Nineteen Million Two Hundred Thousand and 00/100 Dollars ($19,200,000.00) in the aggregate (“ Seller Liability Cap ”), and (ii) Seller shall be liable for Seller Indemnifiable Damages under Sections 13.2(i) and (ii)  only if the aggregate amount of such damages exceeds the amount of $250,000.00, any then only to the extent of such excess (the “ Seller Representation and Covenant Basket ”); provided, however, that nothing in this Section 13.4.1 or elsewhere in this Agreement shall relieve Seller from liability to any third party for any Excluded Liability (it being understood and agreed that Seller shall retain and remain liable for all Excluded Liabilities and nothing in this Agreement limits or places a cap on Seller’s liability for, or obligation to satisfy, all Excluded Liabilities). For the avoidance of doubt, the Seller Representation and Covenant Basket limitation set forth in this Section 13.4.1 shall not apply in the case of any claim made pursuant to Sections 13.2(iii), (iv) or (v) . Seller’s obligation under Section 13.2 with respect to any Seller Indemnifiable Damages shall be reduced by the amount of insurance proceeds, indemnification payments and other third party payments actually received in connection with such claims (net of any costs incurred in recovering such amounts). Anything contained in this Agreement to the contrary notwithstanding, (i) Seller’s indemnification obligations under Section 13.2 with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action shall survive Closing until sixty (60) days following the expiration of the applicable statute of limitations (the “ Outside FCA Claim Date ”), and (ii) any claim by Purchaser with respect to Seller Indemnifiable Damages resulting from or arising out of any FCA Action shall be effective and valid only if made in writing (specifying in reasonable detail the nature of the claim and the factual and legal basis for any such claim, and the provisions of this Agreement upon which such claim is made against Seller) on or prior to the Outside FCA Claim Date.

13.4.2 Following the Closing, subject to the other provisions of this Article XIII , Purchaser shall look solely to the Seller and Seller Guarantor (and to none of the other Seller Indemnified Parties) with respect to any Seller Indemnifiable Damages, and shall have no recourse against any Seller Indemnified Party (other than Seller and Seller Guarantor) with respect to such Seller Indemnifiable Damages, and none of the Purchaser Indemnified Parties shall (or shall have the right to) seek, pursue or enter any judgment or collect (or attempt to collect) an amount in excess of the Seller Liability Cap with respect to claims under Section 13.2(i) and Section 13.2(ii) , in the aggregate. Purchaser shall be required to notify Seller prior to the Outside Claim Date or Outside FCA Claim Date, as applicable, of any claim against Seller for Seller Indemnifiable Damages by the delivery of a written notice setting forth: (i) the dollar amount of the Seller Indemnifiable Damages claim noticed, if reasonably estimable by Purchaser; (ii) the aggregate dollar amount of all prior Seller Indemnifiable Damages pursuant to Section 13.2 of this Agreement asserted by any of the Purchaser Indemnified Parties against Seller or Seller Guarantor to date, if reasonably estimable; (iii) whether the Seller Representation and Covenant Basket (if applicable) has been exceeded; and (iv) the aggregate dollar amount of Seller Indemnifiable Damages paid to Purchaser or any other Purchaser Indemnified Party to date (each such notice, a “ Notice of Claim ” and such claim, a “ Noticed Claim ”). If Purchaser and Seller cannot mutually agree upon the settlement of any such Noticed Claim, Purchaser shall

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be deemed to have waived its right to pursue such Noticed Claim (and any right to collect from Seller with respect to such Noticed Claim), unless Purchaser brings a court action with respect to such Noticed Claim on or prior to the date that is thirty (30) days after the Outside Claim Date, or the Outside FCA Claim Date, as applicable.

13.5 Indemnification Procedures . The party or parties making a claim for indemnification under Sections 13.2 or 13.3 shall be, for purposes of this Agreement, referred to as the “ Indemnified Person ” and the party or the parties against whom such claims are asserted under this Section 13.5 shall be, for purposes of this Agreement, referred to as the “ Indemnifying Person .” All Damages suffered by an Indemnified Person for which such Indemnified Person has a claim under this Article XIII shall be, for purposes of this Agreement, referred to as “ Indemnifiable Damages .” All claims by any Indemnified Person under this Article XIII for Third Party Claims shall be asserted and resolved as follows:

13.5.1 In the event of any claim, demand, suit, action, arbitration, investigation, inquiry or proceeding brought by a third party against any Indemnified Person which is covered by the indemnification provisions of this Article XIII (in each such case, a “ Third Party Claim ”), the Indemnified Person shall promptly cause written notice of the assertion of such Third Party Claim to be forwarded to the Indemnifying Person (a “ Notice of Third Party Claim ”). The failure of the Indemnified Person to promptly deliver to the Indemnifying Person any Notice of Third Party Claim shall not release, waive or otherwise affect the Indemnifying Person’s obligations with respect thereto except to the extent that the Indemnifying Person is actually prejudiced as a result of such failure. Subject to Section 13.5.2 , the Indemnifying Person on behalf of the Indemnified Person shall have the right to elect to assume control of the defense of any Third Party Claim with counsel reasonably acceptable to the Indemnified Person. The costs and expenses incurred by the Indemnifying Person in connection with such defense (including reasonable out-of-pocket attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be paid by the Indemnifying Person. In the event of a conflict of interest between the Indemnifying Person and the Indemnified Person as to any matter for which indemnification is required hereunder, the Indemnified Person may engage counsel of its own choice to participate in such defense (which counsel shall be reasonably satisfactory to the Indemnifying Person) and at the expense of the Indemnifying Person, in the defense of any Third Party Claim.

13.5.2 With respect to the defense of any Third Party Claim, the Indemnifying Person shall not be entitled to continue control of such defense and shall pay the costs and expenses incurred by the Indemnified Person in connection with such defense if the Indemnifying Person fails to assume control of the defense or materially fails to defend such claim.

13.5.3 If the Indemnifying Person has the right to and does elect to defend any Third Party Claim, the Indemnifying Person shall: (i) conduct the defense of such Third Party Claim actively and diligently and keep the Indemnified Person reasonably informed of material developments in the Third Party Claim at all stages thereof and (ii) to the extent practicable, permit the Indemnified Person and its counsel to confer with the Indemnifying Person and its counsel regarding the conduct of the defense thereof. Purchaser and Seller will make available to each other and each other’s counsel and accountants, without charge, all of their and their

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Affiliates’ books and records relating to the Third Party Claim, and each party (at its own expense) will render to the other party such assistance as may be reasonably required in order to ensure the proper and adequate defense thereof and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the other party in connection therewith; provided , however , the Indemnified Person shall not have an obligation to disclose any information or documents, that are proprietary, subject to confidentiality restrictions (unless the recipient of such information signs a confidentiality agreement reasonably acceptable to the disclosing Indemnified Person), or privileged (including pursuant to any attorney-client privilege). The Indemnified Person and the Indemnifying Person shall render, and shall cause their respective employees to render, to each other, at the sole cost and expense of the Indemnifying Person such other assistance and cooperation as may reasonably be required to ensure the proper and adequate defense of such claim or demand.

13.5.4 If the Indemnifying Person has the right to and does elect to defend any Third Party Claim, the Indemnifying Person shall have the right to enter into any settlement of a Third Party Claim without the consent of the Indemnified Person provided that (i) no amount is payable by such Indemnified Person in connection with such settlement, (ii) such settlement does not involve any injunctive or other equitable relief or the contractual equivalent thereof binding upon such Indemnified Person, (iii) such settlement expressly and unconditionally releases such Indemnified Person from all liabilities and obligations with respect to such claim, with prejudice and (iv) such settlement does not include an admission of wrongdoing of or by the Indemnified Person; provided , further , that no settlement by the Indemnifying Person of a Third Party Claim shall limit or reduce the right of the Indemnified Person to indemnity hereunder for all Damages they may incur arising out of or resulting from the Third Party Claim to the extent such Indemnified Person is otherwise entitled to be indemnified pursuant to this Article XIII .

13.5.5 In calculating amounts payable to an Indemnified Person, the amount of any Indemnifiable Damages shall be determined net of (i) the present value of any tax benefit inuring to such Indemnified Person on account of such Damages, (ii) payments actually recovered by such Indemnified Person under any insurance policy with respect to such Damages, and (iii) any net prior recovery by such Indemnified Person from any third party with respect to such Damages. If the Indemnifying Person has paid the Indemnified Person pursuant to the provisions of this Article XIII with respect to a claim for which payment of the type described in clauses (ii) and (iii) of the preceding sentence is subsequently received by the Indemnified Person, the Indemnified Person will promptly pay to the Indemnifying Person the amount of such duplicative payment (net of any costs of recovery); provided , that the amount of such payment will not exceed the sums paid by the Indemnifying Person to the Indemnified Person in connection with the occurrence giving rise to the Indemnifiable Damages.

13.5.6 In respect of any Damages for which indemnification may be sought pursuant to Article XIII , the Indemnified Person shall (and shall cause its Affiliates to) (a) use commercially reasonable efforts to pursue all legal rights and remedies available in order to minimize the Damages to which it may be entitled to indemnification under this Agreement except to the extent that the Indemnified Person believes in good faith that the taking of such action would have material and adverse consequences for the Indemnified Person, and (b) select the lowest cost remedy available consistent with good business practice. The terms of Section 13.5 are not intended to modify in any manner the limitations on liability set forth in Section 13.4 .

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13.5.7 Notwithstanding anything to the contrary contained herein, Seller shall have the sole right to control any FCA Action including the defense, negotiation or settlement of the same, and no Indemnified Person shall have the right to participate in the same without Seller’s consent so long as Seller is conducting the defense.

13.6 Tax Treatment . Without limiting Section 13.9 , for all tax purposes, the parties agree to treat indemnity payments made pursuant to this Agreement as an adjustment to the Purchase Price.

13.7 Exclusive Remedy . Purchaser and Seller acknowledge and agree that following the Closing the indemnification provisions in this Article XIII shall be the exclusive remedy of Purchaser and Seller (and all other Purchaser Indemnified Parties and Seller Indemnified Parties) with respect to the Transactions.

13.8 Manner of Payment . Any indemnification payments made by Seller or Purchaser pursuant to this Article XIII shall be effected by wire transfer of immediately available funds to the accounts designated by the other party, within five (5) days after the final determination thereof.

13.9 REIT Savings Clause . Notwithstanding anything in this Agreement to the contrary, in no event shall any amount paid to any Purchaser Indemnified Party or Seller Indemnified Party, as the case may be, pursuant to this Agreement in any taxable year exceed the maximum amount that can be paid in such year without causing such party, or any direct or indirect owner of such party, in each case which is a Real Estate Investment Trust (a “REIT”), to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code (the “REIT Requirements”) for such year, determined as if the payment of such amount did not constitute income described in Section 856(C)(2)(A)-(I) and Section 856(C)(3)(A)-(I) of the Code (“Qualifying Income”) as determined by counsel or independent accountants to such party. If the maximum amount that can be paid for any taxable year under the preceding sentence is less than the amount which the indemnifying party would otherwise be obligated to pay to the applicable indemnified party pursuant to Article XIII (the amount of such deficit, the “Deficit Amount”), the such indemnified party shall so notify the indemnifying party, which shall (at the indemnified parties’ sole cost and expense) place the Deficit Amount in escrow and shall not execute any instrumentation permitting a release of any portion thereof to the indemnified parties, and the indemnified parties shall not be entitled to any such amount, unless and until the indemnifying party and escrow holder receive (all at the indemnified parties’ sole cost and expense) notice from the indemnified party, together with either (a) an opinion of such indemnified party’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute gross income which is not Qualifying Income, (b) a ruling from the IRS stating that the receipt by the indemnified parties of the Deficit Amount would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, or (c) a letter from the indemnified party’s independent accountants indicating the maximum amount that can be paid at that time to the indemnified parties without causing any indemnified party or any direct or indirect owner of such

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indemnified party, in each case which is a REIT, to fail to meet the REIT Requirements for any relevant taxable year, together with either a ruling from the IRS issued to such indemnified party or an opinion of the indemnified party’s tax counsel to the effect that such payment would not be treated as includible in the income of the applicable indemnified party for any prior taxable year, in which event the escrow holder shall pay such maximum amount. The indemnifying party’s and escrow holder’s obligation to pay any Deficit Amounts shall terminate ten (10) years from the date of this Agreement and, upon such date, the escrow holder shall remit any remaining funds in escrow to the indemnifying party and the indemnifying party shall have no obligation to make any further payments to the indemnified parties notwithstanding that such Deficit Amounts have not been paid as of such date. For all purposes of this Agreement, (A) (i) the Purchaser Indemnified Parties release Seller from any claims that may arise from actions taken by Seller at the request of the Purchaser Indemnified Parties or their agents under this Section 13.9 , and (ii) the Purchaser Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Seller shall have no obligation to make any further payments to any Purchaser Indemnified Party with respect to such Deficit Amounts, and (B) (i) the Seller Indemnified Parties release Purchaser from any claims that may arise from actions taken by Purchaser at the request of the Seller Indemnified Parties or their agents under this Section 13.9 , and (ii) the Seller Indemnified Parties’ right to receive Deficit Amounts shall be limited to the amounts in escrow and Purchaser shall have no obligation to make any further payments to any Seller Indemnified Party with respect to such Deficit Amounts.

13.10 Brokerage . Seller and Purchaser each represents and warrants to the other that it has not dealt with or utilized the services of any real estate broker, investment banker, sales person or finder in connection with this Agreement, other than the services of Citigroup Global Markets Inc. in its capacity as financial advisor to Seller (“ Financial Advisor ”). Seller shall pay any and all fees that may be due and payable to Financial Advisor in connection with the Transactions pursuant to a separate agreement with Financial Advisor. Each party agrees to indemnify, hold harmless, and, if requested in the sole and absolute discretion of the indemnitee, defend (with counsel approved by the indemnitee) the other party from and against any breach of the terms of this Section 13.10 and any Damages relating to brokerage commissions and finder’s fees arising from or attributable to the acts or omissions of the indemnifying party.

ARTICLE XIV

MISCELLANEOUS

14.1 Binding Effect of Agreement . This Agreement shall not be binding on either party until executed by both Purchaser and Seller and the Deposit is received by Escrow Agent. Escrow Agent’s execution of this Agreement shall not be a prerequisite to the effectiveness of this Agreement. Subject to Section 14.3 , this Agreement shall be binding upon and inure to the benefit of Seller and Purchaser, and their respective successors and permitted assigns.

14.2 Exhibits; Schedules ; Annexes . All Exhibits, Schedules and Annexes, whether or not annexed hereto, are a part of this Agreement for all purposes.

14.3 Assignability . This Agreement is not assignable by either party without first obtaining the prior written approval of the other party hereto. Notwithstanding the foregoing, Purchaser may assign this Agreement, without first obtaining the prior written approval of Seller,

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to an Affiliate of Purchaser so long as Purchaser shall not be released from its liability hereunder and Purchaser provides written notice to Seller of any such proposed assignment. Notwithstanding anything to the contrary contained in this Agreement, Purchaser’s right to appoint, or direct assignment of any of the Property to, a designee shall be limited to any designee that is an Affiliate of Purchaser.

14.4 Captions . The captions, headings, and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof.

14.5 Number and Gender of Words . Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

14.6 Notices . All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and shall be (a) personally delivered; (b) sent by a nationally-recognized overnight delivery service; (c) sent by certified or registered mail, return receipt requested; or (d) sent by electronic delivery with an original copy thereof transmitted to the recipient by one of the means described in subsections (a) through (c) no later than three (3) Business Days thereafter. All notices shall be deemed effective when actually delivered; provided , however , that if the notice was sent by overnight courier or mail as aforesaid and is affirmatively refused or cannot be delivered during customary business hours by reason of a change of address with respect to which the addressor did not have either knowledge or written notice delivered in accordance with this paragraph, then the first attempted delivery shall be deemed to constitute delivery. Each party shall be entitled to change its address for notices from time to time by delivering to the other party notice thereof in the manner herein provided for the delivery of notices. All notices shall be sent to the addressee at its address set forth following its name below:

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Any notice required hereunder to be delivered to the Escrow Agent shall be delivered in accordance with above provisions as follows:

Unless specifically required to be delivered to the Escrow Agent pursuant to the terms of this Agreement, no notice hereunder must be delivered to the Escrow Agent in order to be effective so long as it is delivered to the other party in accordance with the above provisions.

14.7 Governing Law and Venue . This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving effect to any principles regarding conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of Purchaser and Seller shall submit to the exclusive jurisdiction of the state courts of the State of New York in New York County and to the jurisdiction of the United States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Agreement or as otherwise permitted by such law, shall be necessary in order to confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the

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suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and further agrees to waive, to the fullest extent permitted under applicable law, the benefit of any defense that would hinder, fetter or delay the levy, execution or collection of any amount to which Seller, Purchaser or their successors or permitted assigns are entitled pursuant to the final judgment of any court having jurisdiction.

14.8 Entire Agreement . This Agreement embodies the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior conversations, proposals, negotiations, understandings and contracts, whether written or oral.

14.9 Amendments . This Agreement shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties; provided , however , that, the signature of the Escrow Agent shall not be required as to any amendment of this Agreement other than an amendment of Section 2.3 .

14.10 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.11 Multiple Counterparts/Facsimile Signatures . This Agreement may be executed in a number of identical counterparts. This Agreement may be executed by facsimile signatures or electronic delivery of signatures which shall be binding on the parties hereto.

14.12 Construction . No provision of this Agreement shall be construed in favor of, or against, any particular party by reason of any presumption with respect to the drafting of this Agreement; both parties, being represented by counsel, having fully participated in the negotiation of this instrument.

14.13 Confidentiality/Press Releases . Each party hereto agrees that the provisions of this Agreement, all understandings, agreements and other arrangements between and among the parties, and all other non-public information received from or otherwise relating to, the Property (or any portion thereof), Purchaser and/or Seller or their respective Affiliates shall be, and be kept, confidential, and shall not be disclosed or otherwise released to any other Person (other than by the party to such party’s Affiliates), without the written consent of Purchaser or Seller, as applicable. Any information obtained by Purchaser in the course of its inspection of the Property, and any Materials provided by Seller to Purchaser hereunder, in each case that is proprietary to Seller (including, without limitation, information regarding Seller’s operating results from the Property) shall be confidential and Purchaser shall be prohibited from making public or disclosing such information to any other Person, without Seller’s prior written authorization, which may be granted or denied in Seller’s sole discretion. The obligations of the parties hereunder shall not apply in the following instances:

14.13.1 to the extent that the disclosure of information otherwise determined to be confidential is required by legal requirements, or by any regulations or securities exchange listing rules applicable to such party or its Affiliates, provided that (A) prior to disclosing such confidential information, such disclosing party shall notify the other party thereof, which notice shall include the basis upon which such disclosing party believes the information is required to be disclosed; and (B) such disclosing party shall, if requested by the other party and, to the extent practicable, provide reasonable cooperation with the other party to protect the continued confidentiality thereof;

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14.13.2 the disclosure of confidential information to any directors, officers, employees, consultants, financial advisors, other professional advisors, shareholders, investors and lenders (both actual and potential) of a party who agree to hold confidential such information substantially in accordance with this Section 14.13 or who are otherwise bound by a duty of confidentiality to such party; and

14.13.3 Purchaser (or any of its Affiliates) shall have the right to disclose such confidential information as is, in the opinion of Purchaser’s counsel, required to be disclosed in connection with Purchaser’s (or any of its Affiliates’) quarterly earnings results or financing activities.

14.13.4 All pre-Closing publicity concerning the Transactions shall be jointly planned, coordinated, approved and released by and among the Seller and Purchaser, and no other press release shall be made by either party; provided, however, that nothing herein shall prohibit either party from making any press release or disclosure as may be permitted pursuant to Section 14.13(a) .

14.14 Time of the Essence . It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement and any aspect thereof.

14.15 Waiver . No delay or omission to exercise any right or power accruing upon any default, omission, or failure of performance hereunder shall impair any right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver, amendment, release, or modification of this Agreement shall be established by conduct, custom, or course of dealing and all waivers must be in writing and signed by the waiving party.

14.16 Time Periods . All times referenced herein shall be as determined under the Central Time Zone of the United States. Should the last day of a time period contemplated by this Agreement fall on a day other than a Business Day, the next Business Day thereafter shall be considered the end of the time period.

14.17 No Personal Liability of Officers, Trustees or Directors . Purchaser acknowledges that this Agreement is entered into by and among Seller, Seller Guarantor and Purchaser, and Purchaser agrees that none of the Seller Indemnified Parties (other than Seller and Seller Guarantor) shall have any personal liability under this Agreement or any document executed in connection with the Transactions. Seller acknowledges that this Agreement is entered into by and among Seller, Seller Guarantor and Purchaser, and Purchaser agrees that none of Purchaser Indemnified Parties (other than Purchaser) shall have any personal liability under this Agreement or any document executed in connection with the Transactions.

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14.18 No Recording . Purchaser shall not cause or allow this Agreement or any contract or other document related hereto, nor any memorandum or other evidence hereof, to be recorded or become a public record without Seller’s prior written consent, which consent may be withheld at Seller’s sole discretion. If Purchaser records this Agreement or any other memorandum or evidence thereof, Purchaser shall be in default of its obligations under this Agreement.

14.19 Relationship of Parties . Purchaser and Seller acknowledge and agree that the relationship established between the parties pursuant to this Agreement is only that of a seller and a purchaser of property. Neither Purchaser nor Seller is, nor shall either hold itself out to be, the agent, employee, joint venturer or partner of the other party.

14.20 Non-Solicitation . Until the earlier of the termination of this Agreement or the Closing, Purchaser shall not (and shall not permit any of Purchaser’s Affiliates), without the prior written consent of the Seller, take hire, solicit or entice any employee of Seller (or any employee of any Affiliate of Seller) to leave the employment of, or terminate the engagement by, Seller or its Affiliate.

14.21 Survival . The provisions of Section 2.3 , Section 4.4 , Section 4.5 , Section 5.4 , Section 8.1 , Section 8.2 , Article IX , Article X , Section 11.1 , Article XII , Section 13.9 and this Article XIV (excluding Section 14.20 ) shall survive the termination of this Agreement. The provisions of Section 2.2.3 , Section 2.3 , Section 3.1 , Article V , Article VI , Article XIII and this Article XIV (excluding Section 14.20 ) shall survive the Closing.

14.22 Multiple Purchasers . As used in this Agreement, the term “ Purchaser ” includes all entities acquiring any interest in the Property at the Closing, including, without limitation, any assignee(s) of the original Purchaser pursuant to Section 14.3 of this Agreement. In the event that “ Purchaser ” has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Purchaser hereunder. If Seller delivers notice to one Purchaser hereunder, such notice shall be deemed delivered to each Purchaser.

14.23 Multiple Sellers . In the event that “Seller” has any obligations or makes any covenants, representations or warranties under this Agreement, the same shall be made jointly and severally by all entities being a Seller hereunder. If Purchaser delivers notice to one Seller hereunder, such notice shall be deemed delivered to each Seller.

14.24 Seller Guarantor .

14.24.1 Seller Guarantor acknowledges and agrees that it is an affiliate of Seller and that the consummation of the Transactions will provide substantial and direct benefit to Seller Guarantor. As an inducement to Purchaser to enter into this Agreement, Seller Guarantor, for value received, subject to the terms contained herein, does hereby unconditionally, absolutely and irrevocably, guarantee, as principal and not as surety, (a) the due and punctual payment of all monetary obligations hereafter due and payable by Seller under Article XIII of this Agreement and (b) Purchaser’s Expenses if and only if Purchaser is entitled to recover the same pursuant to

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the provisions of Section 10.2 (collectively, the “ Seller Guaranty ”). This Seller Guaranty is unconditional, absolute and irrevocable irrespective of circumstances which might otherwise constitute a legal or equitable discharge of, or any defense, setoff or counterclaim available to, Seller Guarantor. Seller Guarantor hereby waives diligence, presentment, demand of performance, filing of any claim, any right to require any proceeding first against Seller, protest, notice and all demands whatsoever in connection with the payment of all monetary obligations hereafter due and payable by Seller under Article XIII of this Agreement. The guarantee under this Section 14.24 constitutes a guarantee of payment when due and not merely of collection.

14.24.2 For the purpose of inducing Purchaser to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, Seller Guarantor represents and warrants to Purchaser the following as of the Effective Date:

14.24.2.1 Seller Guarantor is a limited partnership duly organized, validly existing and in good standing under the laws of Delaware.

14.24.2.2 Seller Guarantor, acting through any of its or their duly empowered and authorized officers or members, has full power and authority to enter into this Agreement and to perform its obligations hereunder, and no consent of any of Seller Guarantor’s partners, directors, officers or members are required to so empower or authorize Seller Guarantor. The execution, delivery and compliance with or fulfillment of the terms and conditions hereof will not (i) conflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any contract to which Seller Guarantor is a party or by which Seller Guarantor is otherwise bound, which conflict, breach or default would have a material adverse effect on Seller Guarantor’s ability to perform its obligations hereunder or (ii) result in a violation or breach, in any material respect, of any legal requirement applicable to Seller Guarantor or by which Seller Guarantor or the property of Seller Guarantor is bound.

14.24.2.3 This Agreement is a valid and binding agreement, enforceable against Seller Guarantor in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and equitable principles and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

14.24.2.4 No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with any applicable governmental authority is required to be obtained or made by Seller Guarantor in connection with the execution and delivery of this Agreement, or the consummation of the Transactions which Seller Guarantor has not already obtained or made.

14.24.2.5 In the event that Seller Guarantor, after the Closing, enters into an agreement while this Seller Guaranty remains in effect pursuant to which Seller Guarantor agrees to sell or transfer all or substantially all of its assets or to consummate any other transaction, and the Net Worth of Seller Guarantor immediately following the consummation of such transaction (excluding the cash proceeds of such sale or transfer or other transaction) is reasonably estimated to be less than $100,000,000, Seller Guarantor shall prior to the consummation of such transaction (i) cause a replacement guarantor with a Net Worth in

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excess of $100,000,000 to assume in writing the obligations of Seller Guarantor under this Seller Guaranty, or (ii) escrow funds with Escrow Agent in an amount satisfactory to Purchaser in its sole discretion (the “ Escrow Funds ”), in which case this Seller Guaranty shall automatically terminate and the Escrow Funds shall be held by Escrow Agent pursuant to an escrow agreement in form reasonably acceptable to Seller Guarantor and Purchaser and used for the purpose of satisfying the Seller Indemnifiable Damages, if any.

14.25 Post-Closing Cooperation .

14.25.1 [Intentionally Deleted]

14.25.2 At any time and from time to time within a period of three (3) years after the Closing, Seller shall use its best efforts to assist Purchaser (at Purchaser’s sole cost and expense) in (i) the preparation of any and all historical and pro forma financial statements relating to the Property as determined by Purchaser are necessary for Purchaser or its Affiliate to satisfy the requirements under applicable rules and regulations of the Securities and Exchange Commission, including, without limitation, by obtaining and providing relevant data and providing access to individuals with knowledge of such data; (ii) obtaining an unqualified audit opinion in accordance with GAAP from Ernst & Young LLP (or such other registered independent accounting firm as Purchaser shall specify, the “Accounting Firm”) with respect to such financial statements (including the consent of the Accounting Firm to the inclusion of such opinion in one or more reports or registration statements that may be filed by Purchaser or its Affiliates with the Securities and Exchange Commission); (iii) causing the Accounting Firm to issue one or more customary comfort letters with respect to the financial information of Seller or Purchaser; and (iv) causing the Accounting Firm to perform a review of any interim financial periods in accordance with AU 722 as promulgated by the Public Company Accounting Oversight Board in order to be able to provide customary comfort with respect to such periods. Without limiting the foregoing, Seller shall, promptly following the request of the Accounting Firm, cause to be delivered to the Accounting Firm a representation letter in such form as may be reasonably requested by the Accounting Firm. Upon receipt by Seller of Purchaser’s reasonable written request at any time and from time to time within a period of three (3) years after the Closing, Seller shall, at Seller’s principal place of business, during Seller’s normal business hours, make all records relating to the Property available to Purchaser for inspection and copying (at Purchaser’s sole cost and expense).

14.26 Further Assurances . In addition to the acts and deeds recited herein and contemplated to be performed, executed or delivered by Seller or Purchaser, Seller or Purchaser, as applicable, hereby agrees to perform, execute and deliver, or cause to be performed, executed and delivered, on the Closing Date or thereafter any and all such further acts, deeds and assurances Seller or Purchaser, as applicable, may reasonably require in order to consummate fully the transactions contemplated hereunder.

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14.27 Bulk Sales Laws . Seller hereby waives Purchaser’s compliance with the bulk transfer provisions of the state in which the Property is located or similar laws. Seller shall comply with the bulk transfer provisions of the state in which the Property is located or similar laws and indemnify, protect, defend and hold harmless Purchaser for any loss related thereto.

14.28 WAIVER OF JURY TRIAL . THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

[Remainder of page intentionally left blank.]

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NOW, THEREFORE, the parties hereto have executed this Agreement as of the date first set forth above.

EXHIBIT A

LEGAL DESCRIPTIONS

Aspen View

Property Address: 3075 Avenue C, Billings, MT 59102

Real property in the City of Billings, County of Yellowstone, State of Montana, described as follows:

Lot 18A, Block 4, of Amended Plat of Lots 1 through 12 and Lots 18 through 21, Block 4, of Judd Center Subdivision, in the City of Billings, Yellowstone County, Montana, according to the official plat on file in the office of the Clerk and Recorder of said County, under Document #1609913.

Exhibit A-1

Augustine Landing

Property Address: 10141 Old Street Augustine Road, Jacksonville, FL 32257

Real property in the City of Jacksonville, County of Duval, State of Florida, described as follows:

A PORTION OF GOVERNMENT LOT 1 OF THE SOUTHEAST ONE-QUARTER OF SECTION 32, TOWNSHIP 3 SOUTH, RANGE 27 EAST, DUVAL COUNTY, FLORIDA, BEING THAT LAND DESCRIBED AS PARCELS 4, 5 AND A PORTION OF PARCEL 7 AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY, LYING EAST OF OLD ST. AUGUSTINE ROAD (A 100 FOOT RIGHT OF WAY, AS NOW ESTABLISHED). BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCE AT A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM #2117) AT THE INTERSECTION OF THE EASTERLY RIGHT OF WAY LINE OF SAID OLD ST. AUGUSTINE ROAD WITH THE NORTHERLY LINE OF SAID GOVERNMENT LOT 1, ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 5, HUNTINGTON FOREST UNIT ONE, AS RECORDED IN PLAT BOOK 35, PAGES 78 AND 78A OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 33° 30’36” EAST, ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 357.62 FEET TO A FOUND ONE HALF INCH IRON PIPE (STAMPED CLARY & ASSOC.). BEING AN ANGLE POINT IN SAID RIGHT OF WAY LINE AND THE NORTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382 OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 33°17’35” EAST ALONG THE SOUTHWESTERLY LINE OF LAST SAID LANDS AND SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 205.81 FEET TO A 2 INCH IRON PIPE (NO IDENTIFICATION). BEING THE SOUTHWESTERLY CORNER OF THOSE LAST MENTIONED LANDS AND THE NORTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 5, AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, SAID 2 INCH IRON PIPE (NO IDENTIFICATION) BEING THE POINT OF BEGINNING; THENCE NORTH 56° 14’59” EAST, ALONG THE NORTHWESTERLY LINE OF LAST SAID LANDS AND THE SOUTHEASTERLY LINE OF SAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382, A DISTANCE OF 194.77 FEET TO A ONE HALF INCH IRON PIPE (STAMPED CLARY MILLER). BEING THE SOUTHEASTERLY CORNER OF THOSE LAST MENTIONED LANDS AND THE SOUTHWESTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 7, AS RECORDED IN OFFICIAL PUBLIC RECORDS VOLUME 6254, PAGE 987; THENCE NORTH 33°05’58” WEST, ALONG THE SOUTHWESTERLY LINE OF LAST SAID LANDS AND THE NORTHEASTERLY LINE OF SAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS BOOK 8444, PAGE 2382, A DISTANCE OF 25.03 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586); THENCE NORTH 54°48’50” EAST, A DISTANCE OF 378.53 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586). SAID IRON PIPE BEING SITUATE IN THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE NORTH 89°18’07” EAST, ALONG LAST SAID LINE, A DISTANCE OF 150.75 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586). AT THE INTERSECTION WITH THE WESTERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE SOUTH 00°36’51” EAST, ALONG LAST SAID LINE, A DISTANCE OF 102.34 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM/2117). AT THE INTERSECTION WITH THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE;

Exhibit A-2

THENCE SOUTH 87°47’19” EAST, ALONG LAST SAID LINE, A DISTANCE 105.00 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (STAMPED PRM/2117); BEING AN ANGLE POINT IN THE SOUTHERLY BOUNDARY LINE OF SAID HUNTINGTON FOREST UNIT ONE; THENCE CONTINUE SOUTH 62°16’51” EAST, ALONG LAST SAID LINE, A DISTANCE OF 2.94 FEET TO A 4 INCH BY 4 INCH CONCRETE MONUMENT (UNABLE TO READ IDENTIFICATION); BEING THE NORTHWEST BOUNDARY CORNER OF LOT 4D, RAINTREE UNIT ONE, AS RECORDED IN PLAT BOOK 39, PAGES 9, 9A, 9B, 9C AND 9D, INCLUSIVE OF THE CURRENT PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 02°27’06” EAST, ALONG THE WESTERLY BOUNDARY LINE OF SAID RAINTREE, UNIT ONE, A DISTANCE OF 56.57 FEET TO THE SOUTHEASTERLY CORNER OF THOSE LANDS DESCRIBED AS AFORESAID PARCEL 5, AS RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, AND THE NORTHEASTERLY CORNER OF AFORESAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 5939, PAGE 1897; THENCE SOUTH 55°06’01” WEST, ALONG THE NORTHWESTERLY LINE OF LAST SAID LANDS AND THE SOUTHEASTERLY LINE OF SAID PARCELS 4 AND 5 RECORDED IN OFFICIAL RECORDS VOLUME 6254, PAGE 987, A DISTANCE OF 698.19 FEET TO A ONE HALF INCH IRON PIPE (STAMPED RLS/5586); BEING THE SOUTHWESTERLY CORNER OF SAID PARCEL 4, AND THE NORTHWESTERLY CORNER OF THOSE AFORESAID LANDS DESCRIBED AND RECORDED IN OFFICIAL RECORDS VOLUME 5939, PAGE 1897, SAID IRON PIPE BEING SITUATE IN AFORESAID EASTERLY RIGHT OF WAY LINE OF OLD ST. AUGUSTINE ROAD; THENCE NORTH 34°22’30” WEST ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 260.00 FEET TO THE POINT OF BEGINNING.

APN: 148992-0050

Exhibit A-3

Andover Place

Property Address: 2601 Andover Court, Little Rock, AR 72227

Real property in the City of Little Rock, County of Pulaski, State of Arkansas, described as follows:

Little Rock Retirement Residence, an Addition to the City of Little Rock, Pulaski County, Arkansas, as shown in Plat Book C at Page 563.

Together with an easement for ingress and egress, drainage and utilities over and across the following described property:

Part of The SW 1/4 of The NW 1/4 of The SE 1/4 of Section 26, Township 2 North, Range 13 West, Pulaski County, Arkansas, and being more particularly described as follows: Commencing at the Southeast Corner of the above SW 1/4 of The NW 1/4 of these 1/4 of Section 26; Thence North 00 Degrees 8’00” East, along the East line thereof, 545.25 feet to the Northeast Corner of Little Rock Retirement Residence addition; Thence along the North line of the Little Rock Retirement Residence the following courses and distances; Thence South 75 Degrees 51’38” West, 49.23 feet; Thence South 45 Degrees 58’16” West 17.72 feet to the Point of Beginning; Thence South 45 Degrees 58’16” West 7.84 feet; Thence leaving the North line of the above said Little Rock Retirement Residence addition, North 0 Degrees 22’36” West, 4.23 feet; Thence North 77 Degrees 52’50” East, 5.79 feet to the Point of Beginning,

and

Commencing at the Southeast Corner of the above said SW 1/4 of the NW 1/4 of these 1/4 of Section 26; Thence North 00 Degrees 8’00” East, along the East line thereof, 545.25 feet to the Northeast Corner of Little Rock Retirement Residence addition; Thence along the North line of the Little Rock Retirement Residence the following courses and distances; Thence South 75 Degrees 51’36” West, 49.23 feet; Thence South 45 Degrees 58’16” West 71.10 feet to the Point of Beginning; Thence South 45 Degrees 58’16” West, 12.35 feet; Thence South 43 Degrees 32’59” West, 54.43 feet to the Easterly Right-of-Way line of Andover Court; Thence along the Easterly Right-of-Way line of Andover Court on the arc of a curve to the left (said curve having a radius of 388.10 feet and a Delta of 5 Degrees 51’27”) and a chord bearing and distance of North 1 Degrees 32’32” East, 39.66 feet; Thence along the arc of a curve to the left (said curve having a radius of 15.0 feet and a Delta of 13 Degrees 10’08”) and a chord bearing and distance of North 85 Degrees 36’44” East, 3.44 feet; Thence North 79 Degrees 01’41” East, 42.66 feet to the Point of Beginning.

Parcel ID: 43L0580500100

Exhibit A-4

Arcadia Place

Property Address: 1080 Arcadia Avenue, Vista, CA 92084

Real property in the City of Vista, County of San Diego, State of California, described as follows:

LOTS 46 AND 47 OF MULL ESTATES, IN THE CITY OF VISTA, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 2185, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, JULY 2, 1930.

EXCEPTING THEREFROM THE EAST 20.00 FEET OF SAID LOTS 46 AND 47 TOGETHER WITH ALL THAT PORTION OF EAST VISTA WAY, FORMERLY INLAND HIGHWAY, WITHIN SAID SUBDIVISION ADJOINING SAID LOTS ON THE EAST.

ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LOT 47 LYING WESTERLY OF THE WEST LINE OF SAID EAST 20.00 FEET AND LYING SOUTHEASTERLY OF A 25.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY THAT IS TANGENT BOTH TO SAID WEST LINE OF THE EAST 20.00 FEET OF LOT 47 AND TO THE SOUTH LINE OF SAID LOT.

APN: 173-041-25-00

Exhibit A-5

Elm Park Estates

Property Address: 4230 Elm View Road, Roanoke, VA 24018

Real property in the City of Roanoke, County of Roanoke, State of Virginia, described as follows:

ALL that certain lot, piece or parcel of land, with all improvements thereon and appurtenances thereto belonging, lying and being in the County of Roanoke, Virginia shown and designated as “New Lot 1” on plat entitled, “PLAT SHOWING SUBDIVISION AND COMBINATION OF OMN #077.20-01-51.00-0000 PROPERTY OF ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARTNERSHIP D.B. 1434, PG.930 AND OMN #077.20-01-48.00-0000 PROPERTY OF DNAL HOLDINGS III, LLC INSTRUMENT #200612671 CREATING HEREON NEW LOT 1 – 6.0962 AC. PROPERTY OF ELM PARK ESTATES RETIREMENT RESIDENCE LIMITED PARNERSHIP AND NEW LOT 2 – 9.4334 AC. PROPERTY OF DNAL HOLDINGS III, LLC SITATED ALONG ELEM VIEW ROAD CAVE SPRING MAGISTERIAL DISTRICT ROANOKE COUNTY, VIRGINIA” recorded in the Clerk’s Office, Circuit Court, Roanoke County, Virginia, as Instrument No. 200613943, to which plat reference is hereby made for a more particular description of the property hereby conveyed.

Exhibit A-6

Echo Ridge

Property Address: 8458 Gleason Drive, Knoxville, TN 37919

Real property in the City of Knoxville, County of Knox, State of Tennessee, described as follows:

SITUATED IN SIXTH CIVIL DISTRICT OF KNOX COUNTY, TENNESSEE AND WITHIN THE 46TH WARD OF THE CITY OF KNOXVILLE, TENNESSEE AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN EXISTING IRON PIN IN THE SOUTH MARGIN OF GLEASON DRIVE, LOCATED 247 FEET, MORE OR LESS IN A NORTHEASTERLY DIRECTION FROM THE INTERSECTION OF THE EAST MARGIN OF GALLAHER VIEW ROAD WITH THE SOUTH MARGIN OF GLEASON DRIVE; THENCE WITH THE SOUTH MARGIN OF GLEASON DRIVE, NORTH 72 DEGREES 46 MINUTES 15 SECONDS EAST, 493.88 FEET TO A SET IRON PIN; THENCE LEAVING THE SOUTH MARGIN OF GLEASON DRIVE AND WITH THE WEST LINE OF KNOXVILLE RETIREMENT INVESTORS, LTD, (WARRANTY DEED BOOK 1970, PAGE 1088), SOUTH 25 DEGREES 18 MINUTES 47 SECONDS EAST 904.38 FEET TO A SET IRON PIN IN THE LINE OF RONALD B. ANDERSON AND ROBERT A. ANDERSON (WARRANTY DEED BOOK 2036, PAGE 570); THENCE WITH ANDERSON’S LINE NORTH 77 DEGREES 35 MINUTES WEST, 618.28 FEET TO AN EXISTING IRON PIN; THENCE CONTINUING WITH ANDERSON’S LINE NORTH 25 DEGREES 18 MINUTES 37 SECONDS WEST 286.40 FEET TO AN EXISTING IRON PIN; THENCE CONTINUING WITH ANDERSON’S LINE NORTH 25 DEGREES 18 MINUTES 37 SECONDS WEST 309.08 FEET TO THE POINT OF BEGINNING.

BEING THE SAME PROPERTY CONVEYED TO HARVEST ECHO RIDGE RETIREMENT RESIDENCE LLC BY QUIT CLAIM DEED OF RECORD IN INSTRUMENT NO. 20070320-0076250 IN THE REGISTER’S OFFICE FOR KNOX COUNTY, TENNESSEE.

Exhibit A-7

Genesee Gardens

Property Address: 4495 Calkins Road, Flint Township, MI 48532

Real property in the City of Flint Township, County of Genesee, State of Michigan, described as follows:

Parcel V (Southeast corner of Calkins Road and Linden Road)

Part of the Northwest 1/4 of Section 16, Township 7 North, Range 6 East, Flint Township, Genesee County, Michigan, more particularly described as follows: Beginning at the Northwest corner of Section 16, Township 7 North, Range 6 East; thence North 89 degrees 52 minutes 15 seconds East 436.71 feet along the centerline of Calkins Road; thence South 00 degrees 00 minutes 00 seconds East 608.33 feet; thence North 75 degrees 27 minutes 52 seconds West 295.28 feet; thence North 76 degrees 12 minutes 43 seconds West 76.20 feet; thence North 90 degrees 00 minutes 00 seconds West 76.90 feet to a point on the West line of said Section 16; thence North 00 degrees 00 minutes 00 seconds West 515.08 feet along said West line of Section 16, to the point of beginning.

Exhibit A-8

Pinegate

Property Address: 300 Charter Boulevard, Macon, GA 31210

Real property in the City of Macon, County of Bibb, State of Georgia, described as follows:

All that tract or parcel of land lying and being in Land Lot 338 of the 13th District, City of Macon, Bibb County, Georgia, and being more particularly described as follows:

Beginning at a point at the intersection of the Northeast right of way line of U.S. Highway No. 23 and 41 (a/k/a Forsyth Road) (variable right of way) and the Northwest right of way line of Charter Boulevard (80-foot right of way); run thence along the Northeast right of way line of U.S. Highway No. 23 and 41 the following courses and distances: North 54 degrees 37 minutes 07 seconds West a distance of 41.25 feet to a concrete right of way monument; North 57 degrees 17 minutes 59 seconds West a distance of 253.47 feet to a concrete right of way monument; North 52 degrees 09 minutes 19 seconds West a distance of 150.47 feet to a concrete right of way monument; North 57 degrees 38 minutes 41 seconds West a distance of 63.00 feet to a point; thence leaving said right of way line run North 38 degrees 06 minutes 11 seconds East a distance of 360.50 feet to a point; run thence South 51 degrees 53 minutes 49 seconds East a distance of 47.61 feet to a point; run thence south 81 degrees 53 minutes 49 seconds East a distance of 161.50 feet to a point; run thence south 59 degrees 53 minutes 49 seconds East a distance of 173.00 feet to a point; run thence North 63 degrees 48 minutes 27 seconds East a distance of 124.72 feet to a point on the West right of way line of Charter Boulevard; run thence in a southerly and southwesterly direction along said right of way line the following courses and distances; along the arc of a curve to the right an arc distance of 292.72 feet to a  ¹ ⁄ ₂ -inch rebar (said arc having a radius of 440.00 feet and being subtended by a chord bearing South 19 degrees 02 minutes 50 seconds West a distance of 287.35 feet); South 38 degrees 06 minutes 11 seconds West 247.69 feet to a point; South 38 degrees 06 minutes 11 seconds West 25.70 feet to a point at the intersection of the Northeast right of way line of U.S. Highway No. 23 and 41 (a/k/a Forsyth Road) and the Northwest right of way line of Charter Boulevard, said point being the Point of Beginning; said parcel containing 4.99 acres as Tract MRR-1 and .01 acre as Tract MRR-2, said tracts being shown on and described according to that certain survey entitled “ALTA/ACSM Land Title Survey & Topographical Survey of Macon Retirement Residence for Colson & Colson Construction Co.”, prepared by Collins & Company, bearing the seal and certification of Jesse Collins, Jr., Georgia Registered Land Surveyor No. 2085, dated June 2, 2000, last revised August 9, 2000, and that certain survey entitled “Subdivision Survey for Macon Retirement Residence, Colson & Colson Construction Co.”, which said survey is recorded in Plat Book 90, Page 16, Records of Bibb County, Georgia, said surveys being incorporated herein by reference.

Together with and as an appurtenance to the above-described tract of land that certain sanitary sewer easement described in and granted by Sanitary Sewer Easement Agreement by and among GFSE Holdings, L.L.C., a Georgia limited liability company, Macon Retirement Residence LLC, a Delaware limited liability company and Macon Northside Hospital, L.L.C., a Georgia limited liability company, dated as of November 7, 2000, filed for record November 10, 2000 at 1:30 p.m., recorded in Deed Book 4787, Page 38, Records of Bibb County, Georgia.

Exhibit A-9

And also together with and as an appurtenance to the above-described tract of land those certain easements which benefit said tract and which are described in and granted by Easement Agreement with Covenants and Restrictions by and between Macon Northside Hospital, L.L.C., a Georgia limited liability company and Macon Retirement Residence, L.L.C., a Delaware limited liability company, dated October 31, 2000, filed for record November 10, 2000 at 1:30 p.m., recorded in Deed Book 4787, Page 18, aforesaid records.

Exhibit A-10

Alexis Gardens

Property Address: 4560 West Alexis Road, Toledo, OH 43623

Real property in the City of Toledo, County of Lucas, State of Ohio, described as follows:

Parcel I (Parcel No. 24-00301):

A parcel of land being part of the Southwest 1/4 of the Southeast 1/4 of Section 1, Town 9, South, Range 6 East, in the City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Southwest corner of the said Southeast 1/4 of Section 1;

Thence in an Easterly direction along the South line of the said Southeast 1/4 of Section 1, having an assumed bearing of North 88º 16’ 01” East, a distance of 683.28 feet to the intersection of the East line of the West 20.48 acres (so-called) of the Southwest 1/4 of the Southeast 1/4 of Section 1, said intersection being the true point of beginning;

Thence North 00º 00’ 00” East along the said East line of the West 20.48 acres (so-called) of the Southwest 1/4 of the Southeast 1/4 of Section 1, a distance of 220.61 feet to a point;

Thence South 56º 19’ 03” East along a line, a distance of 360.77 feet to a point; said point being 200.00 feet Northwesterly of the centerline of Alexis Road as measured at right angles to the said centerline of Alexis Road;

Thence South 22º 02’ 20” East along a line drawn at right angles to the said centerline of Alexis Road, a distance of 12.20 feet to the intersection of the said South line of the Southeast 1/4 of Section 1;

Thence South 88º 16’ 01” West along the said South line of the Southeast 1/4 of Section 1, a distance of 304.92 feet to the true point of beginning.

Parcel II (Parcel No. 24-01009):

A parcel of land being a part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Township 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, and being more particularly described as follows:

Commencing at an iron pin at the Northwest corner of the Northeast 1/4 of Section 12, Township 9 South, Range 6 East;

Thence North 88º 16’ 47” East on the North line of the Northeast 1/4, a distance of 297.00 feet to an iron pipe, said iron pipe being the true point of beginning of the parcel herein described;

Exhibit A-11

Thence continuing North 88º 16’ 47” East on the North line of the Northeast 1/4, a distance of 196.50 feet to an iron pipe;

Thence South 07º 34’ 59” East, a distance of 271.18 feet to an iron pipe on the Northerly right-of-way line of Alexis Road;

Thence continuing South 07º 34’ 59” East, a distance of 30.13 feet to a point on the centerline of Alexis Road;

Thence South 77º 09’ 48” West on the centerline of Alexis Road, a distance of 105.50 feet to a brass plate;

Thence South 79º 43’ 38” West and continuing on the centerline of Alexis Road, a distance of 117.26 feet to a point;

Thence North 03º 02’ 37” West, a distance of 30.21 feet to a concrete monument found at the Southeast corner of Lot Number 1 of the Robertson Addition;

Thence continuing North 03º 02’ 37” West on the East line of Lot Number 1 of Robertson Addition, a distance of 169.79 feet to a concrete monument;

Thence continuing North 03º 02’ 37” West, a distance of 137.60 feet to the true point of beginning of the parcel herein described.

Excepting therefrom that pat deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410.

Parcel III (Parcel No. 24-01017):

That part of the West 4.88 acres of that part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, lying North of the center of Alexis Road and described as follows:

Beginning at the Northeast corner of said 4.88 acres;

Thence South along the Easterly line of said 4.88 acres to the center of Alexis Road;

Thence in a Westerly direction along the center line of Alexis Road, a distance of 120 feet;

Thence in a Northerly direction to a point on the North line of said 4.88 acres, 145 feet West of the Northeast corner of said 4.88 acres;

Thence East along the Northerly line of said 4.88 acres to the place of beginning.

Excepting therefrom that part deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410.

Exhibit A-12

Parcel IV (Parcel No. 24-01014):

Tract I:

The East 2.7509 acres of that part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East in the City of Toledo, Lucas County, Ohio, lying Northerly of the centerline of Toledo and Sylvania Plank Road, so-called, less a parcel of land being part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Northwest corner of the said Northeast 1/4 of Section 12;

Thence in an Easterly direction along the North line of the said Northeast 1/4 of Section 12, having an assumed bearing of North 88º 16’ 47” East, a distance of 988.20 feet to the intersection of a line drawn at right angles to the centerline of Alexis Road, said intersection being the true point of beginning;

Thence continuing North 88º 16’ 47” East along the said North line of the Northeast 1/4 of Section 12, a distance of 428.16 feet to the intersection of the East line of the West 1/2 of the said Northeast 1/4 of Section 12;

Thence South 02º 33’ 04” East along the said East line of the West 1/2 of the Northeast 1/4 of Section 12, a distance of 45.98 feet to the intersection of the said centerline of Alexis Road;

Thence South 86º 25’ 25” West along the said centerline of Alexis Road, a distance of 13.82 feet to an angle point;

Thence South 67º 57’ 40” West along the said centerline of Alexis Road, a distance of 373.10 feet to the intersection of said line drawn at right angles to the centerline of Alexis Road;

Thence North 22º 02’ 20” West along said line drawn at right angles to the centerline of Alexis Road, a distance of 187.56 feet to the true point of beginning.

Tract II:

A parcel of land being part of the Northwest 1/4 of the Northeast 1/4 of Section 12, Town 9 South, Range 6 East, in the City of Toledo, Lucas County, Ohio, said parcel of land being bounded and described as follows:

Commencing at the Northwest corner of the said Northeast 1/4 of Section 12;

Thence in an Easterly direction along the North line of the said Northeast 1/4 of Section 12, having an assumed bearing of North 88º 16’ 47” East, a distance of 638.50 feet to the intersection of the East line of the West 4.88 acres of the said Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road, said intersection being the true point of beginning;

Exhibit A-13

Thence continuing North 88º 16’ 47” East along the said North line of the Northeast 1/4 of Section 12, a distance of 57.54 feet to the intersection of the West line of the East 2.7509 acres of the said Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road;

Thence South 02º 33’ 04” East along the said West line of the East 2.7509 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12 lying North of the centerline of Alexis Road, a distance of 264.87 feet to the intersection of the said centerline of Alexis Road;

Thence South 77º 09’ 48” West along the said centerline of Alexis Road, a distance of 61.00 feet to the intersection of the East line of the West 4.88 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12 lying North of the centerline of Alexis Road;

Thence North 02º 27’ 03” West along the said East line of the West 4.88 acres of the Northwest 1/4 of the Northeast 1/4 of Section 12, lying North of the centerline of Alexis Road, a distance of 276.62 feet to the true point of beginning.

Excepting therefrom that part deeded to the City of Toledo, an Ohio Municipal Corporation, for road purposes by Official Record 20030701-0034410 and Excepting therefrom that part conveyed to The Board of County Commissioners of Lucas County, Ohio by deed recorded in Volume 1647 of Deeds, Page 323, Lucas County, Ohio Records.

Said Parcels I, II, III and IV are also described as follows:

Part of the Southeast 1/4 of Section 1 and part of the Northeast 1/4 of Section 12 in Town 9 South, Range 6 East, City of Toledo, Lucas County, Ohio, bounded and described as follows:

Commencing at a found R.R. spike over a brass plate monument at the intersection of the West line of the Northeast 1/4 of said Section 12 and the centerline of Survey of Alexis Road as shown on the Plat of Robertson Addition, a Subdivision in the City of Toledo recorded in Volume 109 of Plats, Page 48, Lucas County Records; thence N-79°43’38”-E along the centerline of Survey of Alexis Road (variable width) a distance of 303.00 feet to the point of beginning; thence N-02°58’34”-W along the East line of the said Plat of Robertson Addition and said line extended North, a distance of 337.63 feet to a found iron pipe on the North line of the Northeast 1/4 rod said Section 12, passing through a found 6 inch concrete monument at 30.25 feet and at 200.00 feet; thence N-88°16’47”-E along the North line of the Northeast 1/4 of said Section 12, a distance of 386.03 feet to a found iron pipe; thence N-00°00’00”-E along the East line of the West 20.48 acres of the Southwest 1/4 of the Southeast 1/4 of said Section 1 and said line extended South, a distance of 220.76 feet to a found iron pipe at the Southwest corner of Lot 2 in Flanders Hill Plat One, a Subdivision in the City of Toledo recorded in Volume 103 of Plats, Page 26, Lucas County Records; thence S-56°19’03”-E along the Southwesterly line of the said plat of Flanders Hill Plat One, a distance of 360.77 feet to a found iron pipe; thence S-22°02’20”-E along the Southwesterly line of the said plat of Flanders Hill Plat One, a distance of 200.00 feet to a point on the centerline of Alexis Road, passing through a found iron pipe at 140.00 feet and a set capped 1/2 inch iron pipe rod at 170.00 feet; thence s_67°57’40”-W along the centerline of Alexis Road a distance of 121.97 feet to a found concrete monument in a box;

Exhibit A-14

thence S-77°09’48”-W and continuing along the centerline of Alexis Road a distance of 15.93 feet to a point; thence N-12°50’12”-W along the Northeasterly line of land described in Volume 1647 of Deeds, Page 323 a distance of 40.00 feet to a point; Thence S-74°18’03”-W along the Northerly line of said parcel a distance of 200.25 feet to a point; thence S-12°50’12”-E along the Southwesterly line of said parcel a distance of 30.00 feet to a point on the centerline of Alexis Road; thence S-77°09’48”-W along the centerline of Alexis Road a distance of 312.26 feet to a found concrete monument in a box; thence S-79°43’38”-W and continuing along the centerline of Alexis Road a distance of 117.41 feet to the point of beginning.

Exhibit A-15

Indigo Pines

Property Address: 110 Gardner Drive, Hilton Head, SC 29926

Real property in the City of Hilton Head, County of Beaufort, State of South Carolina, described as follows:

All that certain piece, parcel or tract of land situate, lying and being on Hilton Head Island, Beaufort County, South Carolina, containing 6.0 acres, more or less, being a portion of Parcel I and being more particularly shown on a Plat entitled “An Alta Survey of 6.00 Acres on Gardner Drive, A Section of Indigo Run,” prepared by Jack Jones, SC RLS #13852, dated February 21, 1997 and recorded April 28, 1997 in Plat Book 60 at Page 88, Office of the Register of Deeds for Beaufort County.

This being the same property conveyed to Hilton Head Retirement Residence Limited Liability Company by Deed of Indigo Run Limited Partnership recorded April 30, 1997 in Book 940 at Page 798, as re-recorded March 23, 1999 in Book 1025 at Page 1151, Office of the Register of Deeds for Beaufort County.

TMS: R510-008-000-00005-0000 (For Informational Purposes Only)

Exhibit A-16

Kalama Heights

Property Address: 101 Kanani Road, Kihei, HI 96753

Real property in the City of Kihei, County of Maui, State of Hawaii, described as follows:

ALL OF THOSE CERTAIN PARCELS OF LAND BEING THE CONSOLIDATION AND RESUBDIVISION OF LOTS 1, 2 AND 3 OF THE EZAKI-ISOBE SUBDIVISION, SITUATED ON THE NORTHERLY SIDE OF KANANI ROAD, AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII. BEING ALSO PORTION OF GRANT 5598 TO AKUNA AKINA, BEING ALSO PORTION OF LOT 21, KAMAOLE HOMESTEADS, DESCRIBED AS FOLLOWS:

LOT 2:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ON THE NORTHERLY SIDE OF KANANI ROAD, THE SOUTHERLY SIDE OF AUHANA ROAD, AND THE EASTERLY SIDE OF KANOE STREET AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 2 OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 985.32 FEET SOUTH AND 20,984.80 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

1. 172° 01’ 100.33 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 1 OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

2. 182° 00’ 173.89 FEET ALONG SAME TO A POINT;

3. 90° 41’ 235.15 FEET ALONG SAME TO A POINT;

4. 41° 19’ 175.98 FEET ALONG SAME TO A POINT;

5. THENCE ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 3 (ROAD WIDENING LOT) OF KALAMA HEIGHTS SUBDIVISION ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 255° 05’ 19”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 235° 55’, HAVING A RADIUS OF 193.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 155° 30’ 09.5” 64.28 FEET TO A POINT;

6. 145° 55’ 171.09 FEET ALONG SAME TO A POINT;

Exhibit A-17

7. 270° 41’ 360.08 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA TO A POINT;

8. 192° 40’ 92.33 FEET ALONG SAME TO A POINT;

9. 282° 40’ 462.10 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 4 (ROAD WIDENING LOT) OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

10. THENCE ALONG SAME ON A CURVE TO THE RIGHT HAVING A RADIUS OF 200.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 293° 00’ 71.75 FEET TO A POINT;

11. 303° 20’ 550.26 FEET ALONG SAME TO A POINT;

12. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 213° 20, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, HAVING A RADIUS OF 17.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 336° 38’ 30” 18.67 FEET TO A POINT;

13. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 279° 57, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 9° 57’, HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 54° 57’ 28.28 FEET TO A POINT;

14. 99° 57’ 22.78 FEET ALONG THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

15. 92° 09’ 837.62 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 6.577 ACRES, MORE OR LESS.

LOT 3:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ALONG THE EASTERLY SIDE OF OF KANOE STREET AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 3 (ROAD WIDENING LOT) OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 641.27 FEET SOUTH AND 21,473.81 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

Exhibit A-18

1. 270° 41’ 7.30 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA TO A POINT;

2. 325° 55’ 171.09 FEET ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 2 OF KALAMA HEIGHTS SUBDIVISION TO A POINT;

3. THENCE ALONG SAME ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 235° 55, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 283° 25’ 07”, HAVING A RADIUS OF 193.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 349° 40’ 3.50” 155.47 FEET TO A POINT;

4. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 103° 25’ 07”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 2° 09’, HAVING A RADIUS OF 30.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 322° 47’ 03.5” 46.39 FEET TO A POINT;

5. 92° 09’ 6.12 FEET ALONG THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

6. THENCE ALONG THE EASTERLY SIDE OF KANOE STREET ON A CURVE TO THE RIGHT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 2° 09’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 103° 44’ 04”, HAVING A RADIUS OF 30.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 142° 56’ 32” 46.49 FEET TO A POINT;

7. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 283° 44’ 04”, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 235° 55’, HAVING A RADIUS OF 187.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 169° 49’ 32” 151.58 FEET TO A POINT;

8. 145° 55’ 175.25 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 0.051 ACRE, MORE OR LESS.

Exhibit A-19

LOT 4:

ALL OF THAT CERTAIN PARCEL OF LAND (BEING A PORTION OF GRANT 5598 TO AKUNA AKINA) SITUATED ALONG THE SOUTHERLY SIDE OF AUHANA ROAD AND THE NORTHERLY SIDE OF KANANI ROAD AT KAMAOLE (KULA), WAILUKU, ISLAND AND COUNTY OF MAUI, STATE OF HAWAII, BEING LOT 4 (ROAD WIDENING LOT) OF THE KALAMA HEIGHTS SUBDIVISION, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHWESTERLY CORNER OF THIS LOT, THE COORDINATES OF SAID POINT OF BEGINNING REFERRED TO GOVERNMENT SURVEY TRIANGULATION STATION “PUU-O-KALI” BEING 552.64 FEET SOUTH AND 21,085.55 FEET WEST AND RUNNING BY AZIMUTHS MEASURED CLOCKWISE FROM TRUE SOUTH:

1. 282° 40’ 499.12 FEET ALONG THE THE SOUTHERLY SIDE OF AUHANA ROAD TO A POINT;

2. 303° 20’ 587.27 FEET ALONG SAME TO A POINT;

3. THENCE ALONG THE SOUTHERLY SIDE OF AUHANA ROAD AND ON THE NORTHERLY SIDE OF KANANI ROAD ON A CURVE TO THE RIGHT HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 21° 38’ 30” 39.17 FEET TO A POINT;

4. 99° 57’ 3.00 FEET ALONG THE THE NORTHERLY SIDE OF KANANI ROAD TO A POINT;

5. THENCE ALONG THE REMAINDER OF GRANT 5598 TO AKUNA AKINA, BEING ALSO ALONG LOT 2 OF KALAMA HEIGHTS SUBDIVISION ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 9° 57’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, HAVING A RADIUS OF 20.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 234° 57’ 28.28 FEET TO A POINT;

6. THENCE ALONG SAME ON A CURVE TO THE LEFT WITH THE POINT OF CURVATURE AZIMUTH FROM THE RADIAL POINT BEING: 279° 57’, AND THE POINT OF TANGENCY AZIMUTH FROM THE RADIAL POINT BEING: 213° 20’, HAVING A RADIUS OF 17.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 156° 38’ 30” 18.67 FEET TO A POINT;

7. 123° 20’ 550.26 FEET ALONG SAME TO A POINT;

8. THENCE ALONG SAME ON A CURVE TO THE LEFT HAVING A RADIUS OF 200.00 FEET, THE CHORD AZIMUTH AND DISTANCE BEING: 113° 00’ 71.75 FEET TO A POINT;

9. 102° 40’ 462.10 FEET ALONG SAME TO A POINT;

10. 192° 40’ 3.00 FEET ALONG SAME TO THE POINT OF BEGINNING AND CONTAINING AN AREA OF 0.079 ACRE, MORE OR LESS.

AS TO LOTS 3 AND 4

NOTE: LOTS 3 AND 4 ARE FOR ROAD WIDENING PURPOSE AND IS TO BE DEDICATED TO THE COUNTY OF MAUI, UPON COMPLETION OF THE ROADWAY IMPROVEMENTS, AS SET FORTH ON SURVEY MAP OF REED M. ARIYOSHI, LICENSED PROFESSIONAL LAND SURVEYOR, CERTIFICATE NO. 6597, WITH WARREN S. UNEMORI-ENGINEERING, INC. DATED JUNE 21, 1999.

Exhibit A-20

BEING ALL OF THE PREMISES CONVEYED BY WARRANTY DEED RECORDED JULY 2, 1999 AS REGULAR SYSTEM DOCUMENT NO. 99-106811 OF OFFICIAL RECORDS.

GRANTOR: KALAMA HEIGHTS, INC., A WASHINGTON CORPORATION

GRANTEE: KALAMA HEIGHTS RETIREMENT RESIDENCE L.L.C., A WASHINGTON LIMITED LIABILITY COMPANY

APN: 3-9-017-068-0000

Exhibit A-21

Montara Meadows

Property Address: 3150 East Tropicana Avenue, Las Vegas, NV 89121

Real property in the City of Las Vegas, County of Clark, State of Nevada, described as follows:

THAT PORTION OF THE REAL PROPERTY LOCATED IN THE SOUTH ONE HALF (S 1/2) OF THE SOUTHEAST QUARTER (SE 1/4) OF SECTION 24, TOWNSHIP 21 SOUTH, RANGE 61 EAST, MOUNT DIABLO MERIDIAN (M.D.M.), IN THE STATE OF NEVADA, COUNTY OF CLARK AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTH QUARTER CORNER OF SECTION 24, TOWNSHIP 21 SOUTH, RANGE 61 EAST, M.D.M., CLARK COUNTY, NEVADA; THENCE NORTH 89°37’47” EAST 792.73 FEET ALONG THE SOUTH LINE OF SAID SECTION 24; THENCE NORTH 00°22’13” WEST 50.00 FEET TO THE SOUTHEASTERLY CORNER OF MONTARA ESTATES UNIT NO. 2A ALSO BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF EAST TROPICANA AVENUE; THENCE NORTH 89°37’47” EAST ALONG SAID NORTHERLY LINE 0.41 FEET TO THE TRUE PLACE OF BEGINNING:

THENCE NORTH 6°55’06” EAST 219.54 FEET; THENCE SOUTH 83°47’33” EAST 14.90 FEET; THENCE NORTH 7°01’46” EAST 51.02 FEET; THENCE NORTH 84°50’36” WEST 1.94 FEET; THENCE NORTH 5°43’23” EAST 46.57 FEET; THENCE NORTH 86°01’53” WEST 6.74 FEET; THENCE NORTH 1°07’50” EAST 50.90 FEET; THENCE NORTH 86°31’58” WEST 1.79 FEET; THENCE NORTH 1°22’16” EAST 99.37 FEET; THENCE SOUTH 87°30’37” EAST 5.90 FEET; THENCE NORTH 1°11’26” WEST 56.28 FEET; THENCE NORTH 0°06’35” EAST 43.46 FEET; THENCE SOUTH 88°31’01” EAST 100.75 FEET; THENCE NORTH 83°52’46” EAST 35.09 FEET; THENCE SOUTH 88°16’34” EAST 110.18 FEET; THENCE SOUTH 1°29’40” WEST 78.37 FEET; THENCE SOUTH 83°58’15” EAST 124.13 FEET; THENCE NORTH 68°04’06” EAST 43.20 FEET; THENCE SOUTH 83°57’31” EAST 111.46 FEET TO A POINT OF THE WESTERLY RIGHT-OF-WAY LINE OF MOJAVE ROAD; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY LINE 440.85 FEET A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 8°25’21” WEST 440.48 FEET; HAVING A CENTRAL ANGLE OF 8°10’05” AND A RADIUS OF 3092.40 FEET TO A POINT OF COMPOUND CURVE; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY LINE 14.47 FEET A CURVE TO THE LEFT WHOSE CHORD BEARS SOUTH 10°12’13” WEST 14.46 FEET, HAVING A CENTRAL ANGLE OF 4°36’20” AND A RADIUS OF 180.00 FEET TO A POINT OF REVERSE CURVE; THENCE SOUTHWESTERLY ALONG SAID RIGHT-OF-WAY 35.66 FEET, A CURVE TO THE RIGHT WHOSE CHORD BEARS SOUTH 48°45’55” WEST 32.71 FEET, HAVING A CENTRAL ANGLE OF 81°43’44” AND A RADIUS OF 25.00 FEET TO A POINT OF TANGENCY, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF TROPICANA AVENUE; THENCE SOUTH 89°37’47” WEST ALONG SAID NORTHERLY RIGHT-OF-WAY LINE 476.27 FEET TO THE PLACE OF BEGINNING.

Exhibit A-22

NOTE: THE ABOVE METES AND BOUNDS DESCRIPTION APPEARED PREVIOUSLY IN THAT CERTAIN DOCUMENT RECORDED MARCH 27, 2007 IN BOOK 20070327 AS INSTRUMENT NO. 02148, OF OFFICIAL RECORDS, CLARK COUNTY, NEVADA.

APN: 162-24-801-003

Exhibit A-23

Niagara Village

Property Address: 2380 Village Common Drive, Erie, PA 16506

Real property in the City of Erie, County of Erie, State of Pennsylvania, described as follows:

ALL THAT CERTAIN lot or piece of ground situate in the Township of Millcreek, County of Erie, and Commonwealth of Pennsylvania being Lot No. 14 in the Subdivision of Property for NIAGARA VILLAGE PHASE 2 as recorded in the Recorder’s Office at No. 1997-409 on December 29, 1997.

APN: 33-123-418.0-033.00

Exhibit A-24

Quail Run Estates

Property Address: 50 Cardinal Drive, Agawam, MA 01001

Real property in the City of Agawam, County of Hampden, State of Massachusetts, described as follows:

Commencing at a point located on the easterly line of Cooper Street, which point being the southwesterly corner of the hereon described premises:

Thence: N 41°-44’-26” E, 81.05’ along the easterly line of Cooper Street,

Thence: Along the arc of a curve to the left having a radius of 15.00’, a length of 25.98’, a central angle of 99°-13’-16”,

Thence: S 57°-28’-50” E, 261.82’,

Thence: Along the arc of a curve to the left having a radius of 200.00’, a length of 64.67’, a central angle of 18°-31’-40”,

Thence: Along the arc of a curve to the right having a radius of 250.00’, a length of 80.84’, a central angle of 18°-31’-40”,

Thence: S 57°-28’-50” E, 113.18’

Thence: S 34°-54’-04” E, 130.22,

The preceding six courses being along land of N/F The Italian Sporting Club, Inc. (a.k.a. Lot 2) and Lot 1 in part by each

Thence: N 57°-28’-50” W, 233.42’,

Thence: Along the arc of a curve to the left having a radius of 200.00, a length of 64.67’, a central angle of 18°-31’-40”,

Thence: Along the arc of a curve to the right having a radius of 250.00’, a length of 80.84’, a central angle of 18°-31’-40”,

Thence: N 57°-28’-50” W, 274.81,

Thence: Along the arc of a curve to the left having a radius of 15.00’, a length of 21.15’, a central angle of 80°-46’-44”,

To the point and place of beginning.

Exhibit A-25

The preceding five courses being along land of N/F Margaret D. & James E. Flynn and Edward, Freda & Rose Deloghia, M. Flynn & D. Webler in part by each. Containing 30,219 square feet of 0.6937 acres.

Lot 1

A certain parcel of land located in the Commonwealth of Massachusetts, County of Hampden, Town of Agawam, being bounded and described as follows:

Commencing at a point located along the northerly line of Cardinal Drive, which point is the westerly corner of the hereon described premises.

Thence: Along the arc of a curve to the left having a radius of 30.00’, a length of 40.40’, a central angle of 77°-09’-38”,Thence: Along the arc of a curve to the right having a radius of 60.00’, a length of 20.00’, a central angle of 19°-05’-55”,

Thence: N 35°-26’-57” E, 145.39’

The preceding three courses being along land of N/F The Italian Sporting Club, Inc.

Thence: N 69°-27’-36” E, 522.94’ along land of N/F of Victor P. & Marion R. Ramah,

Thence: S 68°-56’-50” E, 112.02 along land of N/F Richard & Joanne Everett,

Thence: S 21°-27’-20” W, 150.00’,

Thence: S 68°-56’-50” E, 150.00’,

Thence: N 21°-27’-20” E, 150.00’,

The preceding three courses being along land of N/F Douglas Wood,

Thence: S 70°-17’-25” E, 106.37’ along land of N/F Victoria T. Donovan,

Thence: S 85°-04’-04” E, 53.06’ along the southerly line of Federal Street Extension,

Thence: S 31°-11’-07” W, 140.00,

Thence: S 56°-32’-20” E, 50.00,

Thence: S 00°-28’-40” W, 56.00’,

Thence: S 61°-55’-10” E, 89.23’,

Thence: N 28°-39’-03” E, 207.50’,

Exhibit A-26

The preceding five courses being along land of N/F Edward M & Freda M. Deloghia,

Thence: S 73°-05’-45” E, 50.31’ along the southerly line of Fairview Avenue,

Thence: S 28°-39’-03” W, 257.41’,

Thence: S 09°-26’-02” E, 69.83’,

Thence: S 66°-46’-10” E, 78.90,

The preceding three courses being along land of N/F Edward M. & Freda M. Deloghia,

Thence: S 24°-46’-00” W, 51.00’,

Thence: S 36°-05’-15” W, 111.08’,

Thence: S 01°-25’-45” E, 184.22’,

Thence: N 67°-28’-57” W, 224.74’,

Thence: S 12°-14’-03” W, 265.18’,

The preceding six courses being along land of N/F Genesis Health Ventures of Mass, Inc.,

Thence: North 87°-47’-40” W, 532.65’ along land of the City of Springfield Water Department

Thence: N 18°-07’-20” E, 498.73’ along land of N/F Matthew J. & Catherine A. Siano, land of N/F Edward, Freda & Rose Deloghia, M. Flynn & D. Webler, and land of N/F Edward M., Freda & Rose Deloghia in part by each,

Thence: N 57°-28’-50” W, 349.21’ along land of N/F Edward, Freda & Rose Deloghia and land of N/F Margaret D. & James E. Flynn in part by each,

Thence: N 34°-54’-04” W, 130.22’,

Thence: N 57°-28’-50” W, 69.96’,

The preceding two courses being along Cardinal Drive to the point and place of beginning.

Containing 798,405 square feet, 18.3289 acres.

All of the foregoing property is shown on plan entitled “Plan Showing Amendment to the Definitive Plan of Cardinal Estates prepared for Colson & Colson, Cardinal Drive, Agawam, MA,” dated June 5, 1996 and revised through July 8, 1996, consisting of two sheets prepared by Luchs Associates, Inc. and recorded with Hampden County Registry of Deeds on Book of Plans 299, Pages 28 and 29.

Exhibit A-27

Together with the benefit of the terms of Cross Easement Agreement dated August 10, 1995 and recorded with said Deeds of August 15, 1995 in Book 9216, Page 355, as affected by a Supplemental Agreement to Cross Easement Agreement, dated November 25, 1996, recorded with said Deeds at Book 9716, Page 186.

Together with a Right of Way Easement from Springfield Board of Water and Sewer Commissioners, recorded with said Deeds June 4, 1997 at Book 9883, Page 448.

Together with an easement for ingress and egress identified as Easement #1 as shown on a plan dated January 30, 1990, sheet No. 10F1 and recorded in the Hampden County Registry of Deeds in Plan Book 272, Page 97 on July 19, 1990 and created in that certain conveyance recorded July 24, 1990 with said Deeds at Book 7508, Page 281.

Exhibit A-28

Quincy Place

Property Address: 7200 East Quincy Avenue, Denver, CO 80237

Real property in the City of Denver, County of Denver, State of Colorado, described as follows:

Parcel 1:

That part of the Northeast 1/4 of Section 8, Township 5 South, Range 67 West of the 6th P.M., described as follows:

Commencing at the Northeast corner of said Section 8;

thence West along the North line of said Section 8, a distance of 707.71 feet;

thence on an angle to the left of 90° a distance of 60 feet to the True Point of Beginning;

thence continuing along the last mentioned course an additional distance of 50 feet;

thence on an angle to the left of 45° a distance of 153.28 feet to a point of curvature;

thence along a curve to the left having a radius of 125.00 feet and a central angle of 45° an arc distance of 98.17 feet to a point of tangency;

thence along the tangent to the aforesaid curve a distance of 79.24 feet to a point of curvature;

thence along a curve to the right having a radius of 220.00 feet and a central angle of 80°54’22” an arc distance of 310.66 feet to a point of reverse curvature;

thence along a curve to the left having a radius of 25.00 feet and a central angle of 80°42’06” an arc distance of 35.21 feet to a point of tangency;

thence along the tangent of the aforesaid curve a distance of 128.22 feet to a point on the West right of way line of South Quebec Street;

thence North on an angle to the left of 90° and along said West right of way line a distance of 401.74 feet to the point of intersection with the South right of way line of Quincy Avenue;

thence West on an angle to the left of 90°12’16” and along said South right of way line a distance of 647.50 feet to the True Point of Beginning, City and County of Denver, State of Colorado.

Parcel 2:

Those certain easements as set forth in Reciprocal Easement, Construction and Maintenance Agreement recorded July 19, 1985 at Reception No. 041392, as amended by instrument recorded February 14, 1997 at Reception No. 9700018434.

Exhibit A-29

Redbud Hills

Property Address: 3211 East Moores Pike, Bloomington, IN 47401

Real property in the City of Bloomington, County of Monroe, State of Indiana, described as follows:

LOT NUMBER 1A IN BLOOMINGTON RETIREMENT RESIDENCE SUBDIVISION AMENDMENT ONE, AS SHOWN BY THE PLAT THEREOF, RECORDED IN PLAT CABINET D, ENVELOPE 110, IN THE OFFICE OF THE RECORDER OF MONROE, COUNTY INDIANA.

Exhibit A-30

Greenwood Terrace

Property Address: 11150 Greenwood Street, Lenexa, KS 66215

Real property in the City of Lenexa, County of Johnson, State of Kansas, described as follows:

LOT 1, OLATHE RETIREMENT RESIDENCE, A SUBDIVISION IN THE CITY OF OLATHE, JOHNSON COUNTY, KANSAS.

Exhibit A-31

Marion Woods

Property Address: 1661 SouthEast 31st SouthEast, Ocala, FL 34471

Real property in the City of Ocala, County of Marion, State of Florida, described as follows:

COMMENCING AT THE SW CORNER OF THE NW 1/4 OF SECTION 28, TOWNSHIP 15 SOUTH, RANGE 22 EAST, MARION COUNTY, FLORIDA, THENCE S.89°56’41“E., ALONG THE SOUTH BOUNDARY OF SAID NW 1/4 A DISTANCE OF 613.41 FEET TO THE POINT OF BEGINNING, SAID POINT BEING THE SE CORNER OF THOSE LANDS AS DESCRIBED IN O.R. BOOK 1359, PAGE 774, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE N.00°05’53“W., ALONG THE EAST BOUNDARY OF SAID LANDS 849.13 FEET TO THE NE CORNER OF SAID LANDS; THENCE N.89°59’19“W., ALONG THE NORTH BOUNDARY OF SAID LANDS 12.20 FEET TO THE SE CORNER OF THOSE LANDS AS DESCRIBED IN O.R. BOOK 716, PAGE 495, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE N.00°17’08“W., ALONG THE EAST BOUNDARY OF SAID LANDS 470.65 FEET TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF SE 31ST ROAD (OAKHURST ROAD) AS DESCRIBED IN O.R. BOOK 1059, PAGE 26, PUBLIC RECORDS OF MARION COUNTY, FLORIDA, THENCE S.56°21’15“E., ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE 575.50 FEET; THENCE DEPARTING SAID SOUTHWESTERLY RIGHT OF WAY LINE S.00°12’48“E., A DISTANCE OF 1001.37 FEET TO A POINT ON THE SOUTH BOUNDARY OF SAID NW 1/4; THENCE N.89°56’41“W., ALONG SAID SOUTH BOUNDARY 466.86 FEET TO THE POINT OF BEGINNING. EXCEPT THE RIGHT OF WAY TAKING, AS DESCRIBED IN O.R. BOOK 2534, PAGE 329, PUBLIC RECORDS OF MARION COUNTY, FLORIDA.

APN: 29851-003-00 and 29851-003-00

Exhibit A-32

Jefferson, The

Property Address: 9401 Old Sauk Road, Middleton, WI 53562

Real property in the City of Middleton, County of Dane, State of Wisconsin, described as follows:

PARCEL 1:

Lot One (1) of Certified Survey Map No. 11080, recorded in the Office of the Register of Deeds for Dane County, Wisconsin, in Volume 66 of Certified Survey Maps, Page 287, as Document No. 3918683, located in the City of Madison, Dane County, Wisconsin.

PARCEL 2:

Non-exclusive Easement as set forth on the Certified Survey Map No. 11080, as Document No. 3918683 and as contained in the Access and Storm Sewer Easement dated June 22, 2004 and recorded on June 24, 2004 as Document No. 3932835 in the Office of the Register of Deeds for Dane County, Wisconsin as modified by an Amended Access and Storm Sewer Easement dated September 23, 2004, and recorded on September 24, 2004, as Document No. 3971478 recorded in the Office of the Register of Deeds for Dane County, Wisconsin.

Exhibit A-33

The Springs of Escondido

Property Address: 1261 East Washington Avenue, Escondido, CA 92027

Real property in the City of Escondido, County of San Diego, State of California, described as follows:

THAT PORTION OF LOT 7 IN BLOCK 179 OF RANCHO RINCON DEL DIABLO, IN THE CITY OF ESCONDIDO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 723, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 13, 1892, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 7; THENCE ALONG THE NORTHWESTERLY LINE OF SAID LOT 7, NORTH 53° 59’ 20” EAST, 226.83 FEET (RECORD - NORTH 54° 36’ 00” EAST, 227.39 FEET) TO THE CENTER LINE OF THE 80.00 FOOT RIGHT OF WAY FOR THE SAN DIEGO AQUEDUCT AS DESCRIBED IN THAT FINAL ORDER OF CONDEMNATION RECORDED NOVEMBER 19, 1949 AS FILE NO. 103884 OF OFFICIAL RECORDS; THENCE ALONG SAID CENTER LINE SOUTH 34° 27’ 46” EAST (RECORD - SOUTH 34° 54’ 00” EAST) 417.74 FEET TO THE NORTHERLY BOUNDARY OF LAND DESCRIBED IN PARCEL 4 IN THAT FINAL ORDER OF CONDEMNATION UNDER SUPERIOR COURT CASE NO. 302247 RECORDED JUNE 28, 1972 AS FILE NO. 166379 OF OFFICIAL RECORDS, BEING A POINT ON THE ARC OF A NON-TANGENT 1077.00 FOOT RADIUS CURVE, CONCAVE SOUTHERLY, A RADIAL LINE OF SAID CURVE BEARS NORTH 05° 47’ 22” WEST TO SAID POINT; THENCE ALONG THE BOUNDARY OF SAID PARCEL 4 AS FOLLOWS: WESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 03° 03’ 03” A DISTANCE OF 57.35 FEET; ALONG A RADIAL LINE OF SAID CURVE SOUTH 08°50’25’’ EAST, 13.00 FEET TO A POINT ON THE ARC OF A 1064.00 FOOT RADIUS CURVE WHICH IS CONCENTRIC WITH THE ABOVE DESCRIBED CURVE; AND WESTERLY ALONG THE ARC OF SAID CONCENTRIC CURVE THROUGH A CENTRAL ANGLE OF 15°39’53’’ A DISTANCE OF 290.90 FEET TO THE WESTERLY LINE OF SAID LOT 7; THENCE ALONG SAID WESTERLY LINE NORTH 15°39’00’’ WEST, 330.74 FEET TO THE POINT OF BEGINNING.

EXCEPTING THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT IN THE NORTH LINE OF SAID LOT 7 DISTANT THEREON NORTH 53°59’20’’ EAST 226.83 FEET FROM THE NORTHWESTERLY CORNER THEREOF, SAID POINT BEING ALSO A POINT IN THE CENTERLINE OF THAT CERTAIN PERPETUAL EASEMENT FOR PIPELINE PURPOSES AS CONDEMNED IN FAVOR OF THE UNITED STATES OF AMERICA IN FINAL DECREE OF CONDEMNATION RECORDED NOVEMBER 19, 1949, AS INSTRUMENT NO. 103884 OF OFFICIAL RECORDS; THENCE ALONG SAID CENTERLINE SOUTH 35°34’05’’ EAST (RECORD SOUTH 34° 54’ EAST) 417.70 FEET TO A POINT IN THE NORTHERLY BOUNDARY OF THE LAND CONVEYED TO THE CITY OF ESCONDIDO BY DEED RECORDED DECEMBER 20, 1968, AS FILE NO. 223861 OF OFFICIAL RECORDS, SAID

Exhibit A-34

POINT BEING ALSO A POINT IN THE ARC OF A 1077 RADIUS CURVE CONCAVE SOUTHERLY, A RADIAL OF WHICH BEARS NORTH 6° 54’ 21” WEST TO SAID POINT; THENCE WESTERLY ALONG SAID CURVE 45.08 FEET THROUGH A CENTRAL ANGLE OF 2° 23’ 54”; THENCE LEAVING SAID CURVE NORTH 35° 34’ 05” WEST 8.88 FEET TO THE BEGINNING OF A TANGENT 1000 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY; THENCE NORTHWESTERLY ALONG SAID CURVE 82.25 FEET THROUGH A CENTRAL ANGLE OF 4° 42’ 46”; THENCE TANGENT TO SAID CURVE NORTH 40° 16’ 41” WEST 287.81 FEET TO THE BEGINNING OF A TANGENT 20 FOOT RADIUS CURVE CONCAVE SOUTHERLY; THENCE COUNTER- CLOCKWISE ALONG SAID CURVE 29.93 THROUGH A CENTRAL ANGLE OF 85° 43’ 49” TO A POINT OF TANGENCY IN THE NORTH LINE OF SAID LOT 7; THENCE ALONG SAID NORTH LINE 53°59’20’’ EAST 87.12 FEET TO THE POINT OF BEGINNING.

APN: 230-141-09-00

Exhibit A-35

The Springs of Napa

Property Address: 3460 Villa Lane, Napa, CA 94558

Real property in the City of Napa, County of Napa, State of California, described as follows:

PARCEL ONE:

BEGINNING AT THE MOST WESTERN CORNER OF THE 7.34 ACRE TRACT OF LAND DESCRIBED IN THE DEED BY DANIEL BEELER, ET UX TO A. E. VIDAL OF RECORD IN BOOK 142 AT PAGE 472 OF OFFICIAL RECORDS OF NAPA COUNTY; THENCE FROM SAID POINT OF BEGINNING NORTH 70° 15’ EAST 469.7 FEET TO THE MOST NORTHERN CORNER OF SAID 7.34 ACRE TRACT; THENCE SOUTH 13° 15’ EAST ALONG THE EASTERN LINE OF SAID 7.34 ACRE TRACT 335.5 FEET, SAID POINT BEING NORTH 13° 15’ WEST 875.00 FEET DISTANT FROM THE SOUTHEASTERLY CORNER THEREOF; AND BEING THE NORTHERN LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO CRAWFORD W. RATCLIFF, ET UX, RECORDED MAY 18, 1966 IN BOOK 746 AT PAGE 387 OF OFFICIAL RECORDS OF NAPA COUNTY; THENCE SOUTH 77° 00’ WEST ALONG THE LAST NAMED LINE AND ITS DIRECT EXTENSION 371.06 FEET TO THE SOUTHWESTERN LINE OF THE AFOREMENTIONED 7.34 ACRE TRACT; THENCE NORTH 32° 30’ WEST ALONG THE LAST NAMED LINE, 291.07 FEET TO THE POINT OF BEGINNING.

APN 038-170-038

PARCEL TWO:

AN EXCLUSIVE, PERMANENT EASEMENT FOR THE CONSTRUCTION, LOCATION, INSTALLATION, USE, REPAIR, REPLACEMENT, OPERATION AND MAINTENANCE OF STORM DRAINAGE PIPES AND RELATED FACILITIES OVER, UNDER AND UPON THAT REAL PROPERTY, AS CREATED BY THAT CERTAIN GRANT OF EASEMENT AGREEMENT RECORDED AUGUST 14, 1984 IN BOOK 1351 AT PAGE 482 OF OFFICIAL RECORDS OF NAPA COUNTY, BEING A PORTION OF PARCEL A AS SHOWN ON THE MAP ENTITLED, “RECORD OF SURVEY MAP OF THE LANDS OF MYRON STANDLEY, ET UX”, FILED NOVEMBER 23, 1960 IN BOOK 7 OF SURVEYS AT PAGE 58 IN THE OFFICE OF THE COUNTY RECORDER OF SAID NAPA COUNTY, AS FOLLOWS:

A) A STRIP OF LAND, 15.00 FEET IN WIDTH, THE SOUTHWESTERN LINE OF WHICH COMMENCES AT THE SOUTHERNMOST CORNER OF SAID PARCEL “A”; AND RUNS THENCE NORTH 32° 25’ 30” WEST ALONG THE SOUTHWESTERN LINE OF SAID PARCEL “A” A DISTANCE OF 282.37 FEET TO THE WESTERNMOST CORNER OF SAID PARCEL, THE NORTHEASTERN LINE OF SAID STRIP OF LAND BEING PROLONGED AS NECESSARY TO INTERSECT THE SOUTHEASTERN AND NORTHWESTERN LINES OF SAID PARCEL “A”.

Exhibit A-36

B) A STRIP OF LAND, 20.00 FEET IN WIDTH, THE NORTHWESTERN LINE OF WHICH COMMENCES AT THE WESTERNMOST CORNER OF SAID PARCEL “A”; AND RUNS THENCE NORTH 57° 18’ EAST ALONG THE NORTHWESTERN LINE OF SAID PARCEL “A”, A DISTANCE OF 270.73 FEET TO THE NORTHERNMOST CORNER OF SAID PARCEL, THE SOUTHEASTERN LINE OF SAID STRIP OF LAND BEING PROLONGED AS NECESSARY TO INTERSECT THE SOUTHWESTERN AND NORTHEASTERN LINES OF SAID PARCEL “A”.

Exhibit A-37

Stone Lodge

Property Address: 1460 Northeast 27th, Bend, OR 97701

Real property in the City of Bend, County of Deschutes, State of Oregon, described as follows:

PARCEL B OF PARTITION PLAT NO. 1990-61, BEING LOCATED IN A PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER (NW1/4NW1/4) OF SECTION 35, TOWNSHIP 17 SOUTH, RANGE 12, EAST OF THE WILLAMETTE MERIDIAN, DESCHUTES COUNTY, OREGON.

EXCEPTING THEREFROM THE WEST 10 FEET.

NOTE: THIS LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008.

Exhibit A-38

Cedar Ridge

Property Address: 2680 South Mebane Street, Burlington, NC 27215

Real property in the City of Burlington, County of Alamance, State of North Carolina, described as follows:

The land referred to in this Commitment is situated in the City of Burlington, County of Alamance, State of North Carolina, and is described as follows:

Being all of Lot Number One (1) as shown on map entitled “Final Plat for Woods at Groove Park, Inc.” recorded in the Office of the Register of Deeds for Alamance County, NC in Plat Book 69, Page 417, reference to which plat is hereby made for a more complete description.

Exhibit A-39

The Remington

Property Address: 2727 North 11th Avenue, Hanford, CA 93230

Real property in the City of Hanford, County of Kings, State of California, described as follows:

LOT 2 OF COUNTY TRACT NO. 490, IN THE CITY OF HANFORD, COUNTY OF KINGS, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF RECORDED IN BOOK 12 AT PAGE 21 OF LICENSED SURVEYOR PLATS, KINGS COUNTY RECORDS.

APN: 007-270-001-000

Exhibit A-40

Holiday Hills Estates

Property Address: 2620 Holiday Lane, Rapid City, SD 57702

Real property in the City of Rapid City, County of Pennington, State of South Dakota, described as follows:

Description 1

Lot 3R and Lot 4 of Sandstone Ridge Subdivision in the City of Rapid City, Pennington County, South Dakota, as shown on the plat filed in Plat Book 28, Page 96.

Description 2

Temporary Easement granted to Colson & Colson Construction Co., an Oregon partnership, as the Owner of Lot 3R and Lot 4 of Sandstone Ridge Subdivision, for the purpose of excavating, grading and reseeding, generally in accordance with the grading plan attached thereto as Exhibit “A”, within the landscaping easement across Tract SB of Spring Brook Acres Addition as shown and depicted in Exhibit “B”, and for an easement for the constructing, maintaining, using, altering and repairing a drainage facility across said Tract SB of Spring Brook Acres Addition, that is an earthen berm or drainage swale, adequate to divert water away from Lot 3R and Lot 2 of Sandstone Ridge Subdivision onto Lot 4 of Sandstone Ridge Subdivision as shown and demonstrated on Exhibit “C” attached thereto, and an easement for constructing, maintaining and repairing a temporary fire department turn-around to the extent generally shown and demonstrated in said Exhibit “B”, as set forth in instrument dated January 29, 1998, recorded February 24, 1998, in Book 71, Page 6128.

Description 3

Easement granted to Colson & Colson Construction Co., an Oregon partnership, owner of Lot 3R and Lot 4 of Sandstone Ridge Subdivision, to enter upon that portion of Lot 5 of Sandstone Ridge Subdivision more specifically described in Exhibit “A” and Exhibit “B” attached thereto, at any time as it may deem necessary to construct, maintain, use, operate, alter and repair a storm water and run-off detention pond, including an outlet drainage pipe and all necessary attachments and appurtenances thereto, together with the right to excavate and refill ditches and trenches for the location of such pipeline, as more specifically demonstrated, shown and described on said Exhibit “A” and Exhibit “B”, with understanding that the surface of said Lot 5 shall be restored to at least as good a condition as when disturbed, and that the owner of said Lot 5 agrees not to build, create or construct, or permit to be built, created or constructed, any obstruction, building, engineering work or other structures, which would interfere with the use of said pond or pipeline, or the rights of Colson & Colson Construction Co., except to the extent that the owner of said Lot 5 intends to build a parking lot and/or landscaping over the pipeline referenced in said Exhibits “A” and “B”, together with terms, restrictions, reservations, exceptions, liens or charges contained in Exhibit “C” attached thereto, as set forth in instrument dated January 30, 1998, recorded February 24, 1998, in Book 71, Page 6136.

Exhibit A-41

Description 4

Perpetual Drainage Easement granted to Colson & Colson Construction Co., an Oregon partnership, and Michael Tennyson, Patrick R. Hall and Kenneth L. Kirkeby, to allow water drainage, overflow and runoff from Lots 3R, 4 and 5 of Sandstone Ridge Subdivision, over and across a strip of Lot 25 of Fairway Hills P.R.D., as demonstrated, defined and described in Exhibit “A” entitled “Drainage Easement” attached thereto, for the purpose of maintenance, improvement, repair and otherwise do those things necessary, for the purpose, if necessary, to maintain and preserve this Drainage Easement, as set forth in instrument dated January 28, 1998, recorded February 24, 1998, in Book 71, Page 6141.

Exhibit A-42

Parkrose Chateau

Property Address: 3141 NorthEast 148th Avenue, Portland, OR 97230

Real property in the City of Portland, County of Multnomah, State of Oregon, described as follows:

A TRACT OF LAND SITUATED IN THE NORTHWEST ONE-QUARTER OF SECTION 25, TOWNSHIP 1 NORTH, RANGE 2 EAST OF THE WILLAMETTE MERIDIAN, IN THE CITY OF PORTLAND, COUNTY OF MULTNOMAH AND STATE OF OREGON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT A BRASS CAP MONUMENT AT THE SOUTHWEST CORNER OF THE GEORGE HAMILTON DONATION LAND CLAIM IN SAID NORTHWEST ONE-QUARTER;

THENCE SOUTH 89°53’02” EAST ALONG THE SOUTH LINE OF SAID DONATION LAND CLAIM, A DISTANCE OF 430.81 FEET TO THE NORTHWEST CORNER OF THAT TRACT OF LAND CONVEYED TO THE BUREAU OF WATER WORKS OF THE CITY OF PORTLAND, OREGON, A MUNICIPAL CORPORATION, BY DEED AS DESCRIBED IN BOOK 2022, PAGE 1302, RECORDED ON JULY 09, 1987, MULTNOMAH COUNTY DEED RECORDS, AND TO A POINT OF NON-TANGENT CURVATURE;

THENCE SOUTHEASTERLY 108.63 FEET ALONG THE SOUTHWESTERLY LINE THEREOF, ON THE ARC OF A 293.31 FOOT RADIUS CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 21°13’09”, (LONG CHORD BEARS SOUTH 47°32’08” EAST, A DISTANCE OF 108.01 FEET), TO THE SOUTH CORNER OF SAID BUREAU OF WATER WORKS TRACT AND TO A POINT OF NON-TANGENCY;

THENCE NORTH 00°06’51” EAST ALONG THE EAST LINE THEREOF, A DISTANCE OF 72.76 FEET TO A POINT IN THE SOUTH LINE OF SAID HAMILTON DONATION LAND CLAIM;

THENCE SOUTH 89°53’02” EAST ALONG SAID SOUTH LINE, A DISTANCE OF 43.48 FEET TO THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID HAMILTON LAND CLAIM;

THENCE SOUTH 87°38’32” EAST, A DISTANCE OF 284.92 FEET TO A POINT ON THE WEST RIGHT OF WAY OF NE 148TH AVENUE (80.00 IN WIDTH);

THENCE SOUTH 01°15’32” WEST ALONG SAID WEST RIGHT OF WAY LINE, A DISTANCE OF 306.82 FEET;

THENCE NORTH 89°48’43” WEST A DISTANCE OF 829.39 FEET, TO A POINT ON THE EAST LINE OF THE W.G. WILKES DONATION LAND CLAIM;

THENCE NORTH 00°28’54” WEST ALONG LAST SAID EAST LINE, A DISTANCE OF 316.88 FEET, TO THE ABOVE REFERENCED POINT OF BEGINNING OF THIS DESCRIPTION.

Exhibit A-43

THE LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008.

APN: R318770

Exhibit A-44

University Pines

Property Address: 8991 University Parkway, Pensacola, FL 32514

Real property in the City of Pensacola, County of Escambia, State of Florida, described as follows:

COMMENCE AT THE NORTHWEST CORNER OF SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY. FLORIDA; THENCE GO SOUTH 00°03’00” WEST ALONG THE WEST LINE OF SAID SECTION 14, A DISTANCE OF 2640.00 FEET TO THE NORTHWEST CORNER OF GOVERNMENT LOT 5; THENCE GO SOUTH 88°34“00” EAST ALONG THE NORTH LINE OF SAID GOVERNMENT LOT 5 A DISTANCE OF 1503.61 FEET TO THE NORTHWEST CORNER OF GOVERNORS SQUARE (A PLANNED UNIT DEVELOPMENT SUBDIVISION); THENCE CONTINUE SOUTH 88°34’00” EAST ALONG SAID NORTH LINE OF GOVERNMENT LOT 5 A DISTANCE OF 238.44 FEET TO THE NORTHEAST CORNER OF SAID GOVERNORS SQUARE SUBDIVISION, WHICH CORNER IS ALSO THE NORTHWEST CORNER OF PRIVATE PARCEL “C” SHOWN ON SAID SUBDIVISION PLAT; THENCE CONTINUE SOUTH 88°34’00” EAST ALONG THE SAID NORTH LINE OF GOVERNMENT LOT 5 (ALSO THE NORTH LINE OF SAID PRIVATE PARCEL “C”; A DISTANCE OF 76.20 FEET TO THE NORTHEAST CORNER OF SAID PRIVATE PARCEL “C”; THENCE CONTINUE SOUTH 88°34’00” EAST ALONG THE SAID GOVERNMENT LOT 5 A DISTANCE OF 85.53 FEET; THENCE GO SOUTH 00°15’00” EAST. A DISTANCE OF 67.60 FEET; THENCE GO NORTH 89°45’00” EAST A DISTANCE OF 174.14 FEET TO CONCRETE MONUMENT (0340) FOR THE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE CONTINUE NORTH 89°45’00” EAST A DISTANCE OF 0.86 FEET TO THE NORTHEAST CORNER OF THE WEST 175.00 FEET OF THAT PROPERTY DESCRIBED IN OFFICIAL RECORD BOOK 2954 AT PAGE 484 OF THE PUBLIC RECORDS OF SAID COUNTY; THENCE SOUTH 00°15’00” EAST ALONG THE EAST LINE OF THE SAID WEST 175.00 FEET A DISTANCE OF 256.71 FEET TO A POINT, SAID POINT BEING ON A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 377.58 FEET, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF CONSTITUTION PLACE (VARYING IN WIDTH, A PUBLIC RIGHT-OF-WAY DEDICATED WITH THE PLAT OF SAID GOVERNORS SQUARE SUBDIVISION); THENCE GO NORTHEASTERLY ALONG SAID CURVE AND RIGHT-OF·WAY LINE AN ARC DISTANCE OF 147.85 FEET (CHORD DISTANCE: 146.91 FEET; CHORD BEARING NORTH 73°58’04” EAST; DELTA 22°26’08”) TO THE POINT OF TANGENCY OF SAID CURVE; THENCE GO NORTH 62°45’00” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 130.53 FEET TO THE POINT OF CURVATURE OF A CURVE CONCAVE TO THE SOUTH HAVING A RADIUS OF 112.88 FEET; THENCE GO EASTERLY ALONG THE ARC OF SAID CURVE AND SAID NORTHERLY RIGHT-OF-WAY LINE AN ARC DISTANCE OF 56.51 FEET (CHORD DISTANCE: 55.93 FEET; CHORD BEARING: NORTH 77°05’39” EAST; DELTA: 28°41’08”) TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF UNIVERSITY PARKWAY (RIGHT-OF-WAY VARIES); THENCE GO NORTH 53°18’44” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 38.34 FEET; THENCE GO NORTH 02°18’50” EAST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 134.13 FEET; THENCE NORTH

Exhibit A-45

00°15’00” WEST ALONG SAID RIGHT-OF-WAY LINE A DISTANCE OF 280.00 FEET; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 150.00 FEET TO A POINT OF CURVATURE OF A CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 1010.00 FEET; THENCE GO WESTERLY ALONG SAID CURVE AN ARC, DISTANCE OF 201.32 FEET, (CHORD DISTANCE: 200.99 FEET; CHORD BEARING: NORTH 84°32’22” WEST, DELTA 11°25’15”); THENCE GO SOUTH 00°15’00” FEET A DISTANCE OF 311.54 FEET TO THE POINT OF BEGINNING.

TOGETHER WITH AN ACCESS EASEMENT OVER THE FOLLOWING DESCRIBED PROPERTY:

COMMENCE AT THE NORTHWEST CORNER OF SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY, FLORIDA; THENCE GO SOUTH 89°40’00” EAST ALONG THE NORTH LINE OF THE AFORESAID SECTION 14 A DISTANCE OF 2648.40 FEET TO THE NORTHEAST CORNER OF GOVERNMENT LOT 3; THENCE GO SOUTH O0°15’00” EAST ALONG THE EAST LINE OF THE AFORESAID GOVERNMENT LOT 3 A DISTANCE OF 2691.18 FEET TO THE SOUTH EAST CORNER OF THE AFORESAID GOVERNMENT LOT 3; THENCE GO NORTH 88°34’00” WEST ALONG THE SOUTH LINE OF THE AFORESAID GOVERNMENT LOT 3 A DISTANCE OF 235.10 FEET TO THE WESTERLY RIGHT·OF-WAY LINE OF UNIVERSITY PARKWAY (100’ R/W); THENCE GO NORTH 00°15’00” WEST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF UNIVERSITY PARKWAY A DISTANCE OF 239.36 FEET; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 25.00 FEET TO THE POINT OF BEGINNING OF THE FOLLOWING 60 WIDE ACCESS EASEMENT; THENCE GO SOUTH 89°45’00” WEST A DISTANCE OF 125.00 FEET TO A POINT OF CURVATURE, SAID CURVE CONCAVE TO THE NORTH, HAVING A RADIUS OF 1010.00 FEET, A CENTRAL ANGLE OF 11°25’25”, A TANGENT DISTANCE OF 101.00 FEET, A CHORD BEARING AND DISTANCE OF NORTH 84°32’22” WEST, 200.99 FEET; THENCE GO WESTERLY ALONG SAID CURVE AN ARC DISTANCE OF 201.32 FEET; THENCE DEPARTING SAID CURVE GO NORTH 00°15’00” WEST A DISTANCE OF 61.29 FEET TO A POINT ON A CURVE, SAID CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 950.00 FEET, CENTRAL ANGLE OF 12°09’10”, A TANGENT DISTANCE OF 101.13 FEET, A 2 CHORD BEARING AND DISTANCE OF SOUTH 84°10’25” EAST, 201.12 FEET; THENCE GO EASTERLY ALONG SAID CURVE AN ARC DISTANCE OF 201.50 FEET TO A POINT OF TANGENCY; THENCE GO NORTH 89°45’00” EAST A DISTANCE OF 125.00 FEET; THENCE GO SOUTH 00°15’00” EAST A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING. THE ABOVE DESCRIBED ACCESS EASEMENT IS SITUATED IN SECTION 14, TOWNSHIP 1 SOUTH, RANGE 30 WEST, ESCAMBIA COUNTY, FLORIDA.

Exhibit A-46

The Woods at Holly Tree

Property Address: 4610 Holly Tree Road, Wilmington, NC 28409

Real property in the City of Wilmington, County of New Hanover, State of North Carolina, described as follows:

Lying and being in Wilmington Township, New Hanover County, North Carolina, and being more particularly described as follows:

Beginning on a point located on the southern right-of-way of Holly Tree extension (a 60 foot wide public right-of-way), said point being in the center of the run of Watson’s branch, said point being further located at the following bearings and distances from a concrete monument located at the intersection of the centerline of Holly Tree extension and the eastern right-of-way line of NC Highway 132 (South College road), said concrete monument having a N.C. grid coordinate of N=163,657.65 E=2,335,909.37 (N.A.D. 1927), South 06°56’09” West 30.00 feet; thence South 83°03’51” East 217.34 feet to said beginning point; thence from the beginning point so established, proceed with the southern right-of-way of Holly Tree extension South 83°03’51” East 156.80 feet to an iron; thence continuing with the said right-of-way, being a curve to the right having a radius of 720 feet, having a chord bearing of South 78°52’33” East, a distance of 105.17 feet to an iron; thence continuing with said right-of-way South 74°41’14” East 427.33 feet to an iron; thence with said right-of-way (irregular width at this point) South 54°33’03” East 127.81 feet to an iron; thence South 77°19’04” East 124.94 feet to an iron, said iron being the northernmost corner of Lot 52 of Henleigh Hills Subdivision as shown on a plat recorded in Plat Book 20, Page 16, New Hanover County Registry; thence with Lots 63, 64, 65, 71 and other land as shown on said Subdivision plat, South 44°56’39” West 179.56 feet to an iron; thence South 42°16’24” West 169.54 feet to an iron; thence North 83°03’51” West 917.80 feet to an iron; thence South 51°56’07” West 16.97 feet to an iron on the eastern right-of-way of NC Highway 132 (South College road, a 200 foot wide right-of-way); thence with said right-of-way North 06°56’56” East 4.16 feet to a point in the run of Watson’s Branch; thence with said run the following bearings and distances: North 17°56’56” East 141.70 feet to a point; thence North 23°09’57” East 91.57 feet to a point; thence North 49°00’49” East 230.99 feet to a point; thence North 23°47’41” East 34.08 feet to the point and place of beginning, and containing 8.549 acres, more or less .

Exhibit A-47

EXHIBIT B

FORM OF ESCROW AGREEMENT

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “ Escrow Agreement ”), dated as of June 22, 2015, is entered into by and among each party listed as a “Seller” on Schedule I of the Purchase Agreement (as defined below) (individually and collectively, “ Seller ”); NIC Acquisitions LLC, a Delaware limited liability company (“ Purchaser ”), and First American Title Insurance Company (“ Escrow Agent ”).

WITNESSETH :

WHEREAS , Seller and Purchaser have entered into that certain Purchase and Sale Agreement dated as of June 22, 2015 (as amended from time to time, the “ Purchase Agreement ”). A copy of the Purchase Agreement has been provided to Escrow Agent.

WHEREAS , the Purchase Agreement provides that at or prior to the execution of the Purchase Agreement, an initial deposit in the amount of Five Million Dollars ($5,000,000) (together with all interest earned thereon and the proceeds thereof, the “ Initial Deposit ”) shall be deposited into the escrow account described in Section 3 below, as security for certain obligations of Purchaser under the Purchase Agreement;

WHEREAS, the Purchase Agreement further provides that Purchaser may extend the Scheduled Closing Date upon the satisfaction of certain conditions, including, in the event of a Second Extension Period, the delivery to Escrow Agent by Purchaser of an additional deposit in the amount of Two Million Dollars ($2,000,000) (together with all interest earned thereon and the proceeds thereof, the “ Additional Deposit ,” and together with the Initial Deposit, the “ Deposit ”);

WHEREAS, the Purchase Agreement further provides that Purchaser shall deliver to Escrow Agent on the Closing Date the amount by which the Purchase Price (subject to prorations and/or adjustments required by the Purchase Agreement) exceeds the Deposit (such amount, together with the Deposit, the “ Escrowed Funds ”).

WHEREAS , Escrow Agent is willing to act as Escrow Agent with respect to such Escrowed Funds on the terms and conditions set forth in this Escrow Agreement.

NOW, THEREFORE , in consideration of the promises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the parties agree as follows:

1. Terms. Except as otherwise defined in this Escrow Agreement, each capitalized term appearing herein shall have the meaning ascribed to it in the Purchase Agreement.

2. Appointment of Escrow Agent. Purchaser and Seller hereby appoint Escrow Agent as escrow agent for the purposes set forth herein. Escrow Agent accepts such appointment to act as escrow agent in accordance with the terms hereof.

EXHIBIT B-1

3. Deposit of Escrowed Funds. On or before the date hereof, Purchaser shall deposit the Initial Deposit in immediately available funds by wire transfer to Escrow Agent in connection with the execution of the Purchase Agreement. In the event Purchaser elects to adjourn the Scheduled Closing date for both the First Extension Period and Second Extension Period in accordance with Section 5.1 of the Purchase Agreement, Purchaser shall, upon exercise of the second adjournment option, deliver to Escrow Agent the Additional Deposit by wire transfer of immediately available funds. At or before Closing, Purchaser shall deposit the remainder of the Purchase Price in immediately available funds by wire transfer to Escrow Agent in connection with Purchaser’s payment of the Purchase Price under the Purchase Agreement. Upon receipt of any Escrowed Funds, Escrow Agent shall deposit the Escrowed Funds in an interest-bearing escrow account with a federally insured financial institution acceptable to Purchaser and Seller. The Escrow Agent agrees to hold, administer, safeguard, and disburse the Escrowed Funds pursuant to the terms and conditions set forth in this Escrow Agreement. All or any portion of the Escrowed Funds, plus any interest earned thereon are collectively referred to herein as the “Escrowed Amount.”

4. Release of Escrowed Amount .

(a) Upon termination of the Purchase Agreement prior to Closing, Escrow Agent shall promptly release and deliver the Escrowed Amount in accordance with Articles 8, 9, or 10 of the Purchase Agreement, as applicable. Upon written notice to Escrow Agent by either Purchaser or Seller (the “First Party”), with copy to the other party (the “Other Party”), to distribute all or part of the Escrowed Amount in accordance with this Section 4 (a “Direction Notice”), Escrow Agent shall, within twenty four (24) hours, give written confirmation to the Other Party of its receipt of such demand (the “ Escrow Agent Notice ”). If Escrow Agent does not receive, prior to 5:00 p.m. (Eastern time) on the date that is five (5) business days following the Other Party’s receipt of the Escrow Agent Notice, written objection from the Other Party (an “ Objection ”), with copy to the First Party, Escrow Agent shall distribute the Escrowed Amount (or part thereof referred to in the Direction Notice) in the manner set forth in the Direction Notice. Notwithstanding the foregoing, Escrow Agent shall not comply with the direction of any Direction Notice unless same (i) has as an attachment thereto the notice of termination of the Purchase Agreement giving rise to the disbursement of the Funds and (ii) cites the provision of the Purchase Agreement pursuant to which the Funds shall be distributed.

(b) Upon receipt of unconditional authorization to close the transactions contemplated by the Purchase Agreement, Escrow Agent shall distribute the Escrowed Amount to Seller and the full amount of such Escrowed Amount shall be applied to the Purchase Price as set forth in the Purchase Agreement.

5. Rights, Duties and Liabilities of Escrow Agent . The acceptance by Escrow Agent of its duties under this Escrow Agreement is subject to the following terms and conditions:

(a) The Escrow Agent undertakes to perform such duties and only such duties as are specifically set forth in this Escrow Agreement, and no implied covenants or obligations shall be read into this Escrow Agreement against Escrow Agent.

(b) Whenever Escrow Agent is required by the terms hereof to take action upon the occurrence of any event or contingency, the time prescribed for such action shall in all cases be as promptly as practicable.

EXHIBIT B-2

(c) In performing its duties under this Escrow Agreement or upon the claimed failure to perform any of its duties hereunder, Escrow Agent shall not be liable to anyone for damages, losses, or expenses that may be incurred as a result of Escrow Agent so acting or failing to so act; provided, however, Escrow Agent shall not be relieved from liability for damages arising out of its willful misconduct, gross negligence, bad faith, and/or fraud. The Escrow Agent shall in no event incur any liability with respect to: (i) any action taken or omitted to be taken in good faith upon advice of legal counsel given with respect to any questions relating to the duties and responsibilities of Escrow Agent hereunder; or (ii) any action taken or omitted to be taken in reliance upon any document delivered to Escrow Agent and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

(d) Distribution of the Escrowed Amount hereunder shall be made only in strict accordance with the terms of this Escrow Agreement.

(e) The Escrow Agent shall have no duty to determine or inquire into the happening or occurrence of any event or contingency or the performance or failure of performance of Purchaser or Seller with respect to arrangements or contracts with each other or with others, Escrow Agent’s sole duty hereunder being to hold the Escrowed Amount and to dispose of and deliver the same in accordance with this Escrow Agreement.

(f) The duties of Escrow Agent hereunder shall be only to Purchaser or Seller and their respective successors, heirs, assigns, executors and administrators and to no other person, firm, corporation or other entity whatsoever.

(g) In addition to the foregoing, Escrow Agent shall have the right to tender into the registry or custody of any court having jurisdiction any part of or all of the Escrowed Amount. Upon such tender, the parties hereto agree that Escrow Agent shall be discharged from all further duties under this Escrow Agreement.

(h) While any suit or legal proceeding arising out of or relating to this Escrow Agreement, the Escrowed Amount and the parties hereto is pending, whether the same be initiated by Escrow Agent or by others, Escrow Agent shall have the right at its option to stop all further performance of this Escrow Agreement and instructions received hereunder until all differences shall have been resolved by agreement or until the rights of all parties shall have been fully and finally adjudicated by the court. For purposes of any suit or legal proceeding arising out of or relating to this Escrow Agreement to which Escrow Agent may be a party, the parties hereto hereby consent and submit to the jurisdiction of the appropriate court, whether federal or state, sitting in New York, New York. The rights of Escrow Agent under this Section 5(i) are in addition to all other rights which it may have by law or otherwise.

(i) Seller and Purchaser agree to pay equally all of Escrow Agent’s expenses incurred in connection with this Escrow Agreement (“ Expenses ”), including, but not limited to, reasonable out-of-pocket legal fees and expenses, in the event Escrow Agent deems it necessary to retain counsel; provided, however, prior to retaining such counsel, Escrow Agent shall notify Purchaser and Seller for their pre-approval of the particular counsel Escrow Agent has selected. Such Expenses shall be paid to Escrow Agent within thirty (30) days following receipt by Seller of a written statement setting forth such Expenses. Escrow Agent agrees that, in consideration of the fees charged and paid to Escrow Agent or its Affiliate for the title insurance issued in connection with the transactions contemplated by the Purchase Agreement, no additional fee shall be charged hereunder.

EXHIBIT B-3

(j) Each of Purchaser and Seller (severally and not jointly), to the extent legally permitted, hereby agrees to indemnify and hold Escrow Agent and its directors, employees, officers, agents, successors and assigns harmless from and against any and all out of pocket losses, claims, damages, liabilities and expenses (the “ Losses ”) which may be imposed on Escrow Agent or incurred by it in connection with its acceptance of this appointment as Escrow Agent hereunder or the performance of its duties hereunder, other than Losses resulting from Escrow Agent’s breach of this Escrow Agreement or Escrow Agent’s gross negligence, willful misconduct, bad faith or fraud. Such indemnity includes, without limitation, all Losses (including reasonable out-of-pocket counsel fees and expenses) incurred in connection with any litigation (whether at the trial or appellate levels) arising from this Escrow Agreement or involving the subject matter hereof. The indemnification provisions contained in this Section 5(j) are in addition to any other rights any of the indemnified parties may have by law or otherwise and shall survive the termination of this Escrow Agreement or the resignation or removal of Escrow Agent.

6. Resignation or Substitution of Escrow Agent. The Escrow Agent may resign and be discharged of its duties hereunder at any time by giving written notice of such resignation to Purchaser and Seller, which notice will specify a date not less than thirty (30) days after the giving of such notice when the resignation will take effect. Promptly after such notice, a successor escrow agent will be appointed jointly by Purchaser and Seller, and such successor escrow agent shall agree to the same terms as those contained herein or such other terms as are mutually acceptable to Purchaser, Seller, and such successor escrow agent. The successor escrow agent will become Escrow Agent upon the resignation date specified in the notice. The Escrow Agent will continue to serve until its successor accepts the escrow and receives the Escrowed Amount or until Escrow Agent interpleads the same into the registry of the appropriate court.

7. Termination of Escrow Agent. Escrow Agent may be discharged from its duties under this Escrow Agreement upon thirty (30) days written notice from Purchaser and Seller and upon payment of any and all Fees or Expenses due to Escrow Agent. In such event, Escrow Agent shall be entitled to rely upon written instructions from Purchaser and Seller as to the disposition and delivery of the Escrowed Amount. Upon thirty (30) days after receipt of such written notice of termination, if no successor has been named, Escrow Agent shall immediately cease further action under this Escrow Agreement and shall have no further obligations hereunder except to hold the Escrowed Amount as a depository.

8. Termination of Agreement. This Escrow Agreement shall terminate upon the distribution by Escrow Agent of all the Escrowed Amount held by it hereunder pursuant to Section 4 of this Escrow Agreement. All Fees and Expenses owed to Escrow Agent hereunder shall be paid in full prior to such distribution of the Escrowed Amount, and Escrow Agent is hereby authorized and directed by Purchaser and Seller to withhold release or distribution of the Escrowed Amount until such time as Escrow Agent has received payment in full of such Fees and Expenses.

EXHIBIT B-4

9. Taxes. For purposes of federal income taxes and other taxes based on income, the Purchaser shall be the owner of the Escrowed Amount until the distribution of the Escrowed Amount (or such portion thereof) is made to Seller in accordance herewith. Only at that time shall Seller be deemed to be the owner of that portion of the Escrowed Amount actually received by Seller. Purchaser and Seller each represent that it’s Taxpayer Identification Number assigned by the Internal Revenue Service (“ IRS ”) is true and correct, and that each will notify the Escrow Agent in writing immediately upon any change to such number.

10. Notices. Any notice, demand or communication required, permitted, or desired to be given hereunder shall be in writing and shall be deemed to have been duly given on the earlier of the date actually received by the party in question, by whatever means and however addressed, or on the date of personal delivery if delivered by hand, or on the date signed for if sent by an overnight delivery service, to the following addresses:

EXHIBIT B-5

or to such other address, and to the attention of such other person or officer as any party may designate in written notice to the other parties.

11. Entire Agreement. This Escrow Agreement constitutes the entire agreement among Escrow Agent and the other parties hereto in connection with the subject matter of this escrow and shall supersede any and all prior agreements.

12. Assignment. This Escrow Agreement shall not be assignable by any party absent written consent of the other parties hereto. Notwithstanding the foregoing, all covenants contained in this Escrow Agreement by or on behalf of the parties hereto shall bind and inure to the benefit of such parties and their respective heirs, administrators, legal representatives, successors and permitted assigns, which shall specifically include any successor entity of Escrow Agent as a result of merger or acquisition.

13. Governing Law/Waiver of Jury Trial. The validity, enforcement and construction of this Escrow Agreement shall be governed by the laws of the State of New York, without giving effect to the principles of conflict of laws thereof. Venue for any actions arising out of this Agreement shall be in the state courts of the State of New York in New York County or the United States District Court for the Southern District of New York. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (AND MAY HAVE A TRIAL BEFORE A JUDGE ONLY) IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ESCROW AGREEMENT.

14. Counterparts. This Escrow Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Escrow Agreement and of signature pages by facsimile transmission or other electronic means shall constitute effective execution and delivery of this Escrow Agreement as to the parties and may be used in lieu of the original Escrow Agreement for all purposes.

15. Expenses and Attorneys’ Fees. If any action is brought by any party to enforce any provision of this Escrow Agreement, the prevailing party shall be entitled to recover its court costs, arbitration expenses and reasonable out-of-pocket attorneys’ fees; provided, however, that in no case shall Escrow Agent be required to pay such costs, expenses or fees.

16. Modification of Escrow Agreement. The provisions of this Escrow Agreement shall not be waived, modified, amended, altered or supplemented, in whole or in part, except by a writing signed by all the parties hereto.

17. Severability. If any provision of this Escrow Agreement or the application thereof to any party or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Escrow Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

[SIGNATURE PAGE FOLLOWS]

EXHIBIT B-6

IN WITNESS WHEREOF , the parties hereto have executed this Escrow Agreement as of the day first above written.

EXHIBIT C

FORM OF BILL OF SALE

THIS BILL OF SALE (“ Bill of Sale ”) is made this                      day of                      , 20      by                                          a                                  (“ Seller ”), in favor of                                          , a                                          (“ Purchaser ”).

WITNESSETH:

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of              , 20      (the “ Purchase Agreement ”) with respect to the sale of certain Property identified therein. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby absolutely and unconditionally give, grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver to Purchaser all of Seller’s right, title and interest in and to the Fixtures and Tangible Personal Property, without representation or warranty of any kind whatsoever except as set forth in and subject to the terms of the Purchase Agreement.

EXCEPT AS MAY BE SET FORTH IN AND SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

This Bill of Sale shall be binding upon and inure to the benefit of the successors and permitted assigns of Purchaser and Seller.

This Bill of Sale shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of [                      ].

[Remainder of page intentionally left blank.]

EXHIBIT C-1

IN WITNESS WHEREOF, the undersigned has executed this Bill of Sale as of the day and year first written above.

EXHIBIT C-2

EXHIBIT D

FORM OF GENERAL ASSIGNMENT AND ASSUMPTION

This General Assignment and Assumption (this “ Assignment ”) is executed by and between [SELLER] , a [                              ] (“ Seller ”), and [PURCHASER] , a [                              ] (“ Purchaser ”) as of                      , 20      (the “ Effective Date ”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of                      , 20      (the “ Purchase Agreement ”) with respect to the sale of certain Property identified therein. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

WHEREAS, pursuant to the Purchase Agreement, Seller has agreed to assign, without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1. Assignment . As of the Effective Date, Seller hereby assigns, sells and transfers, without recourse or warranty, to Purchaser all of Seller’s right, title and interest, if any, in and to the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

2. Assumption . As of the Effective Date, Purchaser expressly agrees to assume and hereby assumes all liabilities and obligations of the Seller in connection with the Miscellaneous Property Assets and the Permits (other than the Excluded Permits).

3. Counterparts . This Assignment may be executed in a number of identical counterparts. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

4. Applicable Law . This Assignment shall be governed by and interpreted in accordance with the laws of the [                      ].

6. Binding Effect . This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

EXCEPT AS MAY BE SET FORTH IN AND SUBJECT TO THE TERMS OF THE PURCHASE AGREEMENT, WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR INTANGIBLE, PERSONAL OR REAL, SELLER EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY FOR FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE STATE IN WHICH THE PROPERTY IS LOCATED (OR ANY OTHER STATE).

EXHIBIT D-1

IN WITNESS WHEREOF, the undersigned has executed this General Assignment and Assumption as of the day and year first written above.

[Purchaser’s Signature Page Follows]

EXHIBIT D-2

EXHIBIT D-3

EXHIBIT E

FORM OF ASSIGNMENT AND ASSUMPTION OF RESIDENT AGREEMENTS

This Assignment and Assumption of Resident Agreements (this “ Assignment ”) is executed by and between [SELLER] , a [                              ] (“ Seller ”) and [PURCHASER] , a [                              ] (“ Purchaser ”) as of                      , 20      (the “ Effective Date ”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of                              , 20      (the “ Purchase Agreement ”) with respect to the sale of certain Property more particularly described in the Purchase Agreement. (Any capitalized term used, but not otherwise defined herein, shall have the meaning set forth in the Purchase Agreement.)

WHEREAS, Seller, as landlord, has entered into certain Resident Agreements for the use of the Property by Residents (collectively, together with all amendments, modifications, supplements, restatements and guarantees thereof, the “ Resident Agreements ”).

WHEREAS, the Purchase Agreement requires Seller and Purchaser to execute this Assignment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows:

1. Assignment and Assumption . As of the Effective Date, Seller hereby irrevocably assigns, sets over, transfers and conveys to Purchaser all of Seller’s right, title and interest in and to the Resident Agreements. Purchaser hereby accepts this Assignment and the rights granted herein, and Purchaser hereby expressly assumes, for itself and its successors, assigns and legal representatives, the Resident Agreements and all of the obligations and liabilities, fixed and contingent, of Seller thereunder accruing from and after the Effective Date with respect to the Resident Agreements and agrees to (i) be fully bound by all of the terms, covenants, agreements, provisions, conditions, obligations and liability of Seller thereunder, which accrue from and after the Effective Date and (ii) keep, perform and observe all of the covenants and conditions contained therein on the part of Seller to be kept, performed and observed, from and after the Effective Date.

2. General Provisions .

a. Successors . This Assignment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

b. Counterparts . This Assignment may be executed in a number of identical counterparts. Signatures may be delivered by facsimile or electronic delivery, and such signatures shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter.

EXHIBIT E-1

c. Governing Law . This Assignment and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State wherein the Property is located, without reference to the conflict of law provisions thereof.

[Remainder of page intentionally left blank.]

EXHIBIT E-2

IN WITNESS WHEREOF, the undersigned has executed this Assignment and Assumption of Resident Agreements as of the day and year first written above.

[Signature Page]

EXHIBIT E-3

[Signature Page]

EXHIBIT E-4

EXHIBIT F

FORM OF BRING DOWN CERTIFICATE

[DATE]

Reference is hereby made to that certain Purchase and Sale Agreement (the “Purchase

Agreement”) dated as of                      , 2015, by and among the entities listed as [Seller/Purchaser] on Schedule 1 thereof (collectively, the “Company”), the entities listed as [Purchaser/Seller] on Schedule 1 thereof, and, solely with respect to Section 14.24, Harvest Facility Holdings LP, as Seller Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

Pursuant to Section [5.2.5/5.3.4] of the Purchase Agreement, the undersigned, hereby certifies as follows:

1. That the representations and warranties of the Company contained in Section [6.1/6.3] were true and correct as of the date of the Purchase Agreement and are true and correct as of the Closing Date, with the same force and effect as if made as of the Closing Date (except to the extent any such representation or warranty speaks as of any other date, in which case such representation or warranty was true and correct in all respects as of such date), except in each case to the extent the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect, it being understood that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” and other qualifications using the terms “in any material respect” or “in all material respects” or similar materiality qualifiers in such other representations and warranties will be disregarded.

2. The Company has performed in all material respects all agreements and covenants required to be performed by it under the Purchase Agreement at or prior to the Closing.

EXHIBIT F-1

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first above written.

EXHIBIT F-2

EXHIBIT G

FORM OF CERTIFICATION OF NON-FOREIGN STATUS

[Facility Name]

Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of a U.S. real property interest by the undersigned Transferor, the undersigned hereby certifies the following:

1. Transferor is not a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate (as those items are defined in the Internal Revenue Code and Income Tax Regulations);

2. Transferor’s Taxpayer Identification Number is:                     

3. Transferor’s address is:

5885 Meadows Road, Suite 500, Lake Oswego, Oregon 97035

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both.

Under penalties of perjury, the undersigned declares that he has examined this certification and to the best of his knowledge and belief it is true, correct and complete.