Common use of FORM OF XXXX OF SALE Clause in Contracts

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt of which is hereby acknowledged, XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company (“Seller”), does hereby sell, assign, transfer and convey to (“Purchaser”), any and all personal property (as described in Section 1.2 of that certain Agreement of Purchase and Sale dated , 2017, by and between Seller and Purchaser) (the “Personal Property”). Except as otherwise expressly provided for in the Agreement of Purchase and Sale, dated as of , between Seller and Purchaser (the “Purchase Agreement”), the Personal Property is being conveyed “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied; provided, however, that Seller represents and warrants that Seller has authority to convey the Personal Property and Seller has not transferred, sold, or assigned the Personal Property to any other party. Except as otherwise expressly provided for in the Purchase Agreement, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and inspections of the same and not in reliance on any information provided by Seller or Seller’s agents or contractors. Except as otherwise expressly provided for in the Purchase Agreement, Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Personal Property except as provided herein. Dated this day of , 2017. SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT E FORM OF CLOSING CERTIFICATE CERTIFICATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Pursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , 2017 (the “Purchase Agreement”), by and between XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company, as seller, (“Seller”), and ( “Purchaser”), Seller hereby certifies to Purchaser that all of the representations and warranties of Seller contained in Article VI of the Purchase Agreement are true, correct, complete and reaffirmed as of the date hereof. Dated: , 2017 SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT F FORM OF TENANT NOTICE LETTER [NOTE – NEED TO CONFORM TO REQUIREMENTS OF WALGREENS LEASE] , 2017 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, XXXXXX DEVELOPMENT WALKER, LLC______________________________, a Michigan limited liability company ___________________________, having an address at ____________________________ (“Seller”), does hereby sellbargains, assignsells, transfer conveys and convey transfers to ____________________________ (“PurchaserBuyer”), a _______________________________, all of Seller's right, title and interest in and to those certain items of personal and intangible property of Seller (including any warranty made by third parties in connection with the same and all personal property (as described in Section 1.2 of that certain Agreement of Purchase and Sale dated , 2017, by and between Seller and Purchaserthe right to xxx on any claim for relief under such warranties) (the “Personal Property”). Except as otherwise expressly provided for ) attached or appurtenant to, located on or used in the Agreement ownership, use, operation or maintenance of Purchase that certain real property located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxx, as more particularly described on Schedule A attached hereto and Sale, dated as of , between Seller and Purchaser made a part hereof (the “Purchase AgreementProperty”), but expressly excluding any such property to the extent owned by the tenant occupying the Property and any rights or intellectual property related to or including the name “Westminster”. Seller has not made and does not make any express or implied warranty or representation of any kind whatsoever with respect to the Personal Property, including, without limitation, with respect to title, merchantability of the Personal Property is being conveyed “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability the design or any other warranty, express condition of the Personal Property; the quality or impliedcapacity of the Personal Property; provided, however, that Seller represents and warrants that Seller has authority to convey workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contract pertaining thereto; patent infringement or latent defects, all of which are expressly disclaimed and Seller has not transferred, sold, or assigned excluded. Buyer accepts the Personal Property to any other party. Except as otherwise expressly provided for in the Purchase Agreementon an “AS IS, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and inspections of the same and not in reliance on any information provided by Seller or Seller’s agents or contractors. Except as otherwise expressly provided for in the Purchase Agreement, Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Personal Property except as provided herein. Dated this day of , 2017. SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT E FORM OF CLOSING CERTIFICATE CERTIFICATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Pursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , 2017 (the “Purchase Agreement”), by and between XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company, as seller, (“Seller”), and ( “Purchaser”), Seller hereby certifies to Purchaser that all of the representations and warranties of Seller contained in Article VI of the Purchase Agreement are true, correct, complete and reaffirmed as of the date hereof. Dated: , 2017 SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT F FORM OF TENANT NOTICE LETTER [NOTE – NEED TO CONFORM TO REQUIREMENTS OF WALGREENS LEASE] , 2017 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTEDWHERE IS” basis.

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt Xxxx of which is hereby acknowledged, XXXXXX DEVELOPMENT WALKER, Sale Orion-Fort Worth Associates LLC, a Michigan Delaware limited liability company company, as seller (“Seller”), does hereby selland [ ], assign, transfer and convey to a [ ] as buyer (“PurchaserBuyer”), any and all personal property (as described in Section 1.2 of have entered into that certain Agreement of Purchase and Sale dated , 2017, by and between Seller and Purchaser) (the “Personal Property”). Except as otherwise expressly provided for in the Agreement of Purchase and Sale, dated as of November , between 2014 (as the same may be amended, modified and/or supplemented from time to time, the “Agreement”). Defined terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Agreement. Pursuant to the Agreement, Seller has agreed to sell to Buyer all furniture, fixtures, equipment and other personal property which are placed in or attached to the Property and are owned by Seller and Purchaser used solely in connection with the operation of the Property (the “Purchase AgreementTransferred Assets”), but not including (i) items owned or leased by tenants or the Personal Property is being conveyed “AS IS”Manager, “WHERE IS”, and “WITH ALL FAULTS”, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied; provided, however, that Seller represents and warrants that Seller has authority to convey the Personal Property and Seller has not transferred, sold, or assigned the Personal Property to any other party. Except as otherwise expressly provided for in the Purchase Agreement, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and inspections of the same and not in reliance on any information provided (ii) items leased by Seller or (iii) any other Excluded Assets. (but not including (i) items owned or leased by tenants or the Property Manager, (ii) items leased by Seller or (iii) Excluded Assets. Seller, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby sell, grant, assign, convey, transfer and set over unto Buyer, its successors and assigns, all of Seller’s agents or contractorsright, title and interest in and to the Transferred Assets. Except as otherwise expressly provided for in TO HAVE AND TO HOLD the Purchase Agreementsame unto Buyer, Seller specifically disclaims any warranty, guaranty its successors and assigns forever from and after the date hereof. This Xxxx of Sale is made without warranty or representation, oral or written, past or present, express or implied, concerning the Personal Property by or recourse against Seller of any kind or nature whatsoever except as provided hereinset forth in the Agreement. Dated this This Xxxx of Sale has been duly executed by Seller as of the day of , 20172014. SELLER: XXXXXX DEVELOPMENT WALKER, Orion-Fort Worth Associates LLC, a Michigan Delaware limited liability company By: NameOrion-G Master II, LLC a Delaware limited liability company Its sole member By: Its: EXHIBIT E FORM OF CLOSING CERTIFICATE CERTIFICATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Pursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , 2017 (the “Purchase Agreement”), by and between XXXXXX DEVELOPMENT WALKERBRE Apartment Holdings, LLC, a Michigan limited liability company, as seller, (“Seller”), and ( “Purchaser”), Seller hereby certifies to Purchaser that all of the representations and warranties of Seller contained in Article VI of the Purchase Agreement are true, correct, complete and reaffirmed as of the date hereof. Dated: , 2017 SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan Delaware limited liability company its authorized member By: Name: ItsTitle: EXHIBIT F FORM OF TENANT NOTICE LETTER [NOTE – NEED TO CONFORM TO REQUIREMENTS OF WALGREENS LEASE] , 2017 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTEDG

FORM OF XXXX OF SALE. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, XXXXXX DEVELOPMENT WALKER_______________________, LLC, a Michigan limited liability company ___________________ (“Seller”), does hereby sellconveys to _______________________________, assign, transfer and convey to a (“Purchaser”), any all of Seller’s right, title and interest in and to all tangible personal property upon the land described on Exhibit A attached hereto or within the improvements located on such land, including specifically, without limitation, the items set forth on Exhibit B attached hereto, all appliances, furniture, carpeting, draperies and curtains, tools and supplies, and any other items of personalty owned by Seller and used exclusively in connection with the operation of the land and the improvements located thereon (the “Personal Property”) relating to certain real property located at, . Seller represents and warrants to Purchaser that Seller has not previously conveyed, assigned or encumbered title to the Personal Property, Seller is the sole and lawful owner of the Personal Property, Seller has the full power and authority to transfer all rights, interests, title and benefits of Seller in and to the same to Purchaser, and Seller will warrant the right and title to the Personal Property against all persons lawfully claiming by, under or through Seller, but not otherwise. Seller specifically does not make any other express or implied warranty or representation with respect to the Personal Property, including, but not limited to, fitness for any particular purpose; the design or condition of the Personal Property; the quality or capacity of the Personal Property; workmanship or compliance of the Personal Property with the requirements of any law, rule, specification or contract relating thereto; patent infringement; or latent defect. Except as described in expressly stated herein, Purchaser accepts the Personal Property on an “AS IS, WHERE IS” basis. This Xxxx of Sale is subject to Section 1.2 15.17 of that certain Agreement of Purchase and Sale Agreement dated as of __________________, 2017, 2014 by and between Seller and Purchaser) (the “Personal Property”). Except as otherwise expressly provided for in the Agreement of Purchase and Sale, dated as of , between Seller and Purchaser (the “Purchase Agreement”), the Personal Property is being conveyed “AS IS”, “WHERE IS”, and “WITH ALL FAULTS”, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, merchantability or any other warranty, express or implied; provided, however, that Seller represents and warrants that Seller has authority to convey the Personal Property and Seller has not transferred, sold, or assigned the Personal Property to any other party. Except as otherwise expressly provided for in the Purchase Agreement, Purchaser is acquiring the Personal Property based solely upon Purchaser’s own independent investigations and inspections of the same and not in reliance on any information provided by Seller or Seller’s agents or contractors. Except as otherwise expressly provided for in the Purchase Agreement, Seller specifically disclaims any warranty, guaranty or representation, oral or written, past or present, express or implied, concerning the Personal Property except as provided herein. Dated this day of , 2017. SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT E FORM OF CLOSING CERTIFICATE CERTIFICATION OF SELLER’S REPRESENTATIONS AND WARRANTIES Pursuant to Section 8.6 of that certain Agreement of Purchase and Sale dated as of February , 2017 (the “Purchase Agreement”), by and between XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company, as seller, (“Seller”), and ( “Purchaser”), Seller hereby certifies to Purchaser that all of the representations and warranties of Seller contained in Article VI of the Purchase Agreement are true, correct, complete and reaffirmed as of the date hereof. Dated: , 2017 SELLER: XXXXXX DEVELOPMENT WALKER, LLC, a Michigan limited liability company By: Name: Its: EXHIBIT F FORM OF TENANT NOTICE LETTER [NOTE – NEED TO CONFORM TO REQUIREMENTS OF WALGREENS LEASE] , 2017 VIA CERTIFIED MAIL RETURN RECEIPT REQUESTED.