PORTFOLIO ACQUISITION AGREEMENT and INTEREST PURCHASE AND SALE AGREEMENT by and among SELLER (as defined herein), ECLIPSE HEALTH HOLDINGS-T, LLC, as PURCHASER, FORMATION CAPITAL ASSET MANAGEMENT III LLC and SAFANAD, INC., as STAKEHOLDER...

Exhibit 10.1

EXECUTION COPY

PORTFOLIO ACQUISITION AGREEMENT

and

INTEREST PURCHASE AND SALE AGREEMENT

by and among

SELLER (as defined herein),

ECLIPSE HEALTH HOLDINGS-T, LLC,

as PURCHASER,

FORMATION CAPITAL ASSET MANAGEMENT III LLC

and

SAFANAD, INC.,

as STAKEHOLDER REPRESENTATIVES

and

MADISON TITLE AGENCY, LLC

as ESCROW AGENT

(solely for the purposes of Sections 4(b), 11(l) and 34(c))

March 14, 2014

TABLE OF CONTENTS

		Page

1.	DEFINITIONS	5

2.	ACQUISITIONS AND SALES	10

3.	ACCESS/DUE DILIGENCE	13

4.	PURCHASE PRICE AND DEPOSIT	15

5.	STATUS OF TITLE	19

6.	TITLE INSURANCE; LIENS	20

7.	APPORTIONMENTS	23

8.	INTENTIONALLY OMITTED	30

9.	COVENANTS OF SELLER	30

10.	CONDITIONS TO CLOSING	34

11.	CONDITION OF THE PROPERTIES; REPRESENTATIONS	38

12.	DAMAGE AND DESTRUCTION	65

13.	CONDEMNATION	66

14.	BROKERS AND ADVISORS	68

15.	TAX REDUCTION PROCEEDINGS	68

16.	TRANSFER TAXES AND TRANSACTION COSTS	69

17.	DELIVERIES TO BE MADE ON THE CLOSING DATE	70

18.	CLOSING DATE	72

19.	NOTICES	73

20.	DEFAULT BY PURCHASER OR SELLER	74

21.	FIRPTA COMPLIANCE	75

22.	ENTIRE AGREEMENT	75

23.	AMENDMENTS	76

24.	WAIVER	76

25.	PARTIAL INVALIDITY	76

26.	SECTION HEADINGS	76

27.	GOVERNING LAW	76

28.	PARTIES; ASSIGNMENT AND RECORDING	76

29.	CONFIDENTIALITY; PRESS RELEASES; NON-SOLICITATION	77

30.	FURTHER ASSURANCES	78

31.	THIRD PARTY BENEFICIARY	78

32.	JURISDICTION AND SERVICE OF PROCESS	78

33.	WAIVER OF TRIAL BY JURY	78

34.	MISCELLANEOUS	79

35.	ATTORNEYS’ FEES	79

36.	ESTOPPELS	79

37.	EXCULPATION	80

38.	EXISTING DEBT	81

39.	REMEDIES; SPECIFIC PERFORMANCE	84

40.	STAKEHOLDER REPRESENTATIVE	84

41.	TAX MATTERS	86

42.	TERMINATION	90

iii

Schedules

Schedule 1-1:		Cascade Property Owners and Properties
Schedule 1-2:		Decathlon Property Owners and Properties
Schedule 1-3:		Grace Property Owners and Properties
Schedule 1-4:		Kensington Property Owners and Properties
Schedule 1-5:		Pentathlon Property Owners and Properties
Schedule 1-6:		Ranger Property Owners and Properties
Schedule 1-7:		Liquidating Partnerships and Form of Written Consent
Schedule 3(f):		Termination Causes
Schedule 5(g):		Specified Permitted Encumbrances
Schedule 10(a)(iv):		Regulatory Approvals
Schedule 11(c)(i)(2):		Operating Lease Rent Roll
Schedule 11(c)(i)(3):		Operating Lease Rent Roll Exceptions
Schedule 11(c)(i)(6):		Tenant Arrearage Schedule
Schedule 11(c)(i)(9)-1:		Health Care Law Violations
Schedule 11(c)(i)(9)-2:		Health Care Law Proceedings
Schedule 11(c)(i)(9)-3:		Whistleblower Proceedings
Schedule 11(c)(i)(9)-4:		Health Care Law Agreements
Schedule 11(c)(i)(11):		Governmental Proceedings
Schedule 11(c)(i)(12):		Non-Ranger Permits and Licenses
Schedule 11(c)(i)(14):		Seller Operator Ownership and Contracts
Schedule 11(c)(ii)(2):		Ranger Operating Lease Rent Roll
Schedule 11(c)(ii)(3):		Ranger Resident Agreement Rent Roll
Schedule 11(c)(ii)(4):		Ranger Operating Lease Rent Roll Exceptions
Schedule 11(c)(ii)(6):		Ranger Tenant Arrearage Schedule
Schedule 11(c)(ii)(8):		Managers of the Ranger Properties
Schedule 11(c)(ii)(9):		Health Care Laws Violations — Ranger Portfolio
Schedule 11(c)(ii)(11)-1:		Governmental Proceedings — Ranger Portfolio
Schedule 11(c)(ii)(11)-2:		Third Party Payor Program Consents — Ranger Portfolio
Schedule 11(c)(ii)(12)-1:		Third-Party Payor Billing Exceptions — Ranger Portfolio
Schedule 11(c)(ii)(12)-2:		Third-Party Payor Billing Appeals — Ranger Portfolio
Schedule 11(c)(ii)(13):		Ranger Permits and Licenses
Schedule 11(c)(iii)(1):		Litigation
Schedule 11(c)(iii)(2):		Condemnation or Eminent Domain Proceedings
Schedule 11(c)(iii)(5):		Tax Certiorari Proceedings
Schedule 11(c)(iii)(8):		Insurance Policies
Schedule 11(c)(iii)(10)-1:		Existing Loans
Schedule 11(c)(iii)(10)-2:		Existing Loans Documents
Schedule 11(c)(iii)(10)-3:		Existing Loan Reserves
Schedule 11(c)(iii)(11):		Hedging Instrument List
Schedule 11(c)(iii)(13):		Number of Residential Units
Schedule 11(d)(iii):		Ranger Subsidiary Entities
Schedule 11(e)(ix):		Ranger Seller Affiliate Contracts
Schedule 11(e)(xi):		Tax Matters
Schedule 11(k)(iii)(2):		Holdback Allocated Portion

Schedule 11(l):		Non-Rollover Percentages
Schedule 41(g)		Portfolio Allocations

Exhibits

Exhibit A:		Form of JV Agreement
Exhibit B:		Escrow Agent Wire Instructions
Exhibit C:		Closing Reference Net Working Capital
Exhibit D:		Form of Representation Letter
Exhibit E:		Form of Audit Letter
Exhibit F:		Form of Holdback Escrow Agreement
Exhibit G:		Transfer Taxes
Exhibit H:		Form of Xxxx of Sale
Exhibit I-1:		Form of FIRPTA Certificate — Disregarded Entity
Exhibit I-2:		Form of FIRPTA Certificate — Non-Disregarded Entity
Exhibit I-3:		Form of FIRPTA Certificate — Individual
Exhibit J:		Form of Release by Seller
Exhibit K:		Form of Assignment and Assumption Agreement - Ranger Interests
Exhibit L:		Form of Assignment and Assumption Agreement - Operating Lease
Exhibit M:		Form of Assignment and Assumption Agreement from Master Landlord - Internal Operating Lease
Exhibit N:		Form of Assignment and Assumption Agreement from Property Owner - Internal Operating Lease
Exhibit O:		Form of Omnibus Assignment and Assumption Agreement
Exhibit P-1:		Form of Cascade Estoppel Certificate
Exhibit P-2:		Form of Decathlon Estoppel Certificate
Exhibit P-3:		Form of Grace Estoppel Certificate
Exhibit P-4:		Form of Kensington Estoppel Certificate
Exhibit P-5:		Form of Pentathlon Estoppel Certificate
Exhibit P-6:		Form of Ranger Estoppel Certificate

THIS PORTFOLIO ACQUISITION AGREEMENT and INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) made as of the 14th day of March, 2014, by and among Seller (as defined herein), Eclipse Health Holdings-T, LLC, a Delaware limited liability company (“Purchaser”), Formation Capital Asset Management III LLC, a Delaware limited liability company (“FCAM III”), Safanad, Inc., a Delaware corporation (“Safanad”; and together with FCAM III, each a “Stakeholder Representative” and collectively, the “Stakeholder Representatives”), and, solely for the purposes of Sections 4(b), 11(l) and 34(c), Madison Title Agency, LLC, a Delaware limited liability company (the “Escrow Agent”).

W I T N E S S E T H :

WHEREAS, (a) each of the fee owners and/or lessors listed on Schedule 1-1 hereto (the “Cascade Property Owners”) is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-1 hereto (each a “Cascade Property” and collectively, the “Cascade Portfolio”), (b) each of the Cascade Property Owners leases a Cascade Property to Cascade Master Landlord, LLC (“Cascade Master Landlord”; and together with the Cascade Property Owners, the “Cascade Sellers”) pursuant to that certain Base Lease dated December 31, 2012, together with all amendments and modifications thereof and supplements relating thereto (the “Cascade Internal Operating Lease”), (c) Cascade Master Landlord further leases the Cascade Portfolio to Frontier FC, LLC (the “Cascade Operator”) pursuant to that certain Master Lease and Security Agreement dated December 31, 2012, together with all amendments and modifications thereof and supplements relating thereto (the “Cascade Operating Lease”), and (d) the Cascade Operator further leases each Cascade Property to an operator (an “Operating Tenant”);

WHEREAS, (a) each of the fee owners and/or lessors listed on Schedule 1-2 hereto (the “Decathlon Property Owners”) is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-2 hereto (each a “Decathlon Property” and collectively, the “Decathlon Portfolio”), (b) each of the Decathlon Property Owners leases a Decathlon Property to Decathlon Master Landlord, LLC (“Decathlon Master Landlord”; and together with the Decathlon Property Owners, the “Decathlon Sellers”) pursuant to that certain Base Lease dated September 28, 2012, together with all amendments and modifications thereof and supplements relating thereto (the “Decathlon Internal Operating Lease”), (c) Decathlon Master Landlord further leases the Decathlon Portfolio to Epsilon Healthcare Properties, LLC (the “Decathlon Operator”) pursuant to that certain Master Lease and Security Agreement dated September 28, 2012, together with all amendments and modifications thereof and supplements relating thereto (the “Decathlon Operating Lease”), and (d) the Decathlon Operator further leases each Decathlon Property to an Operating Tenant;

WHEREAS, (a) each of the fee owners and/or lessors listed on Schedule 1-3 hereto (the “Grace Property Owners”) is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-3 hereto (each a “Grace Property” and collectively, the “Grace Portfolio”), (b) each of the Decathlon Property Owners leases a Grace Property to Crown Master Landlord, LLC (“Grace Master Landlord”; and together with the Grace Property Owners, the “Xxxxx Xxxxxxx”) pursuant to that (i) that certain Master Lease and Security Agreement dated January 21, 2011 and (ii) that certain Michigan Master Lease and Security Agreement dated January 21, 2011 ((i) and (ii) collectively, together

with all amendments and modifications thereof and supplements relating thereto, the “Grace Internal Operating Lease”), (c) Grace Master Landlord further leases the Grace Portfolio to Grace Master Tenant, LLC (the “Grace Operator”) pursuant to those certain Master Sublease and Security Agreements dated January 21, 2011, together with all amendments and modifications thereof and supplements relating thereto (the “Grace Operating Lease”), and (d) the Grace Operator further leases each Grace Property to an Operating Tenant;

WHEREAS, (a) each of the fee owners and/or lessors listed on Schedule 1-4 hereto (the “Kensington Property Owners”) is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-4 hereto (each a “Kensington Property” and collectively, the “Kensington Portfolio”), (b) each of the Kensington Property Owners leases a Kensington Property to Xxxxx Master Landlord, LLC (“Kensington Master Landlord”; and together with the Kensington Property Owners, the “Kensington Sellers”) pursuant to that that certain Master Lease and Security Agreement dated December 31, 2011, together with all amendments and modifications thereof and supplements relating thereto (the “Kensington Internal Operating Lease”), (c) Kensington Master Landlord further leases the Kensington Portfolio to Symphony M.L., LLC (the “Kensington Operator”) pursuant to that certain Master Sublease and Security Agreement dated December 31, 2011, together with all amendments and modifications thereof and supplements relating thereto (the “Kensington Operating Lease”), and (d) the Kensington Operator further leases each Kensington Property to an Operating Tenant;

WHEREAS, (a) each of the fee owners and/or lessors listed on Schedule 1-5 hereto (the “Pentathlon Property Owners”) is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-5 hereto (each a “Pentathlon Property” and collectively, the “Pentathlon Portfolio”), (b) each of the Pentathlon Property Owners leases a Pentathlon Master Landlord, LLC (“Pentathlon Master Landlord”; and together with the Pentathlon Property Owners, the “Pentathlon Sellers”) pursuant to that that certain Base Lease dated December 6, 2012, together with all amendments and modifications thereof and supplements relating thereto (the “Pentathlon Internal Operating Lease”), (c) Pentathlon Master Landlord further leases the Pentathlon Portfolio to Florida Eldercare Leasing, LLC (the “Pentathlon Operator”) pursuant to that certain Amended and Restated Master Lease and Security Agreement dated April 15, 2009, together with all amendments and modifications thereof and supplements relating thereto (the “Pentathlon Operating Lease”), and (d) the Pentathlon Operator further leases each Pentathlon Property to an Operating Tenant;

WHEREAS, (a) Safanad Senior Care Investment Partnership IV, LP, Safanad Senior Care Investment Partnership IV-A, LP, Safanad Senior Care Investment Partnership IV-B, LP and FCEQ Ranger Co-Invest IV, LLC (each, a “FC Ranger Owner”) collectively own one hundred percent (100%) of the limited liability company interests (the “FC Ranger Interests”) of FC Ranger LLC (“FC Ranger”), (b) FC Ranger owns ninety-nine percent (99%) of the limited liability company interests of FC Ranger Properties, LLC ( “Ranger Properties Co”), (c) FCSAF Ranger 1Q Investments, LLC (“FCSAF Ranger” and collectively with FC Ranger Owner, the “Ranger Sellers”) owns one percent (1%) of the limited liability company interests (the “Properties Co Interests” and collectively with the FC Ranger Interests, the “Interests”) of Ranger Properties Co; (d) Ranger Properties Co owns one hundred percent (100%) of the limited liability company interests of Ranger HoldCo I, LLC (“Ranger HoldCo I”), (e) Ranger HoldCo I

owns one hundred percent (100%) of the limited liability company interests of Ranger HoldCo II, LLC (“Ranger HoldCo II”), (f) Ranger HoldCo II owns one hundred percent (100%) of the limited liability company interests of FC-Ranger Acquisition, LLC (“Ranger Acquisition Co”), (g) Ranger Acquisition Co indirectly owns one hundred percent (100%) of the limited liability company interests of each of the fee owners and/or lessors listed on Schedule 1-6 hereto (the “Ranger Property Owners” and together with FC Ranger, Ranger Properties Co, Ranger HoldCo I, Ranger HoldCo II, Ranger Acquisition Co and each other entity listed on Schedule 11(d)(iii), the “Ranger Subsidiary Entities”), (h) each of the Ranger Property Owners is the fee owner or the lessor of a facility, comprised of real property and personal property, also set forth and identified on Schedule 1-6 hereto (each a “Ranger Property” and collectively the “Ranger Portfolio”) and (i) each of the Ranger Property Owners leases the Ranger Portfolio to the Ranger Operators pursuant to Ranger Operating Leases;

WHEREAS, the Cascade Sellers, the Decathlon Sellers, the Xxxxx Xxxxxxx, the Kensington Sellers and the Pentathlon Sellers are collectively referred to herein as the “Non-Ranger Sellers” and the Non-Ranger Sellers and the Ranger Sellers are collectively referred to herein as “Seller”;

WHEREAS, each Cascade Property, each Decathlon Property, each Grace Property, each Kensington Property, and each Pentathlon Property are referred to herein as a “Non-Ranger Property”, and collectively, the “Non-Ranger Properties”; and each Non-Ranger Property and each Ranger Property are referred to herein as a “Property”, and collectively, the “Properties”;

WHEREAS, the Cascade Portfolio, the Decathlon Portfolio, the Grace Portfolio, the Kensington Portfolio, and the Pentathlon Portfolio are referred to herein as a “Non-Ranger Portfolio”, and collectively, the “Non-Ranger Portfolios”; and each Non-Ranger Portfolio and the Ranger Portfolio are referred to herein as a “Portfolio”, and collectively, the “Portfolios”;

WHEREAS, the Cascade Property Owners, the Decathlon Property Owners, the Grace Property Owners, the Kensington Property Owners and the Pentathlon Property Owners are each referred to herein as a “Non-Ranger Property Owner”, and collectively, the “Non-Ranger Property Owners”; and each Non-Ranger Property Owner and each Ranger Property Owner are referred to herein as a “Property Owner”, and collectively, the “Property Owners”;

WHEREAS, Cascade Master Landlord, Decathlon Master Landlord, Grace Master Landlord, Kensington Master Landlord, and Pentathlon Master Landlord are each referred to herein as a “Master Landlord”, and collectively, the “Master Landlords”;

WHEREAS, the Cascade Internal Operating Lease, the Decathlon Internal Operating Lease, the Grace Internal Operating Lease, the Kensington Internal Operating Lease and the Pentathlon Internal Operating Lease are each referred to herein as an “Internal Operating Lease”, and collectively, the “Internal Operating Leases”;

WHEREAS, Cascade Operator, Decathlon Operator, Grace Operator, Kensington Operator and Pentathlon Operator are each referred to herein as a “Non-Ranger Operator”, and

collectively, the “Non-Ranger Operators”; and each Non-Ranger Operator and each Ranger Operator are referred to herein as an “Operator”, and collectively, the “Operators”;

WHEREAS, the Cascade Operating Lease, the Decathlon Operating Lease, the Grace Operating Lease, the Kensington Operating Lease and the Pentathlon Operating Lease are each referred to herein as a “Non-Ranger Operating Lease”, and collectively, the “Non-Ranger Operating Leases”; and each Non-Ranger Operating Lease and each Ranger Operating Lease are referred to herein as an “Operating Lease”, and collectively, the “Operating Leases”;

WHEREAS, Eclipse Investment, LLC, a Delaware limited liability company (“New Joint Venture”), is a wholly owned Subsidiary of Purchaser and, on the Closing Date (as defined below) Purchaser and FC Eclipse Investment, LLC will execute a Limited Liability Company Agreement of New Joint Venture (the “JV Agreement”) in the form attached hereto as Exhibit A;

WHEREAS, (i) each Non-Ranger Property Owner desires to transfer the Non-Ranger Properties it owns to New Joint Venture (or a subsidiary of the New Joint Venture), and New Joint Venture (or a subsidiary of the New Joint Venture) desires to acquire such Non-Ranger Properties from each Non-Ranger Property Owner and (ii) each Non-Ranger Property Owner desires to assign its interest in the Internal Operating Leases to which it is a party to New Joint Venture (or a subsidiary of the New Joint Venture), and New Joint Venture (or a subsidiary of the New Joint Venture) desires to assume such interests in such Internal Operating Leases from each Non-Ranger Property Owner, and (iii) each Master Landlord desires to assign its interest in the Internal Operating Leases and Non-Ranger Operating Leases to which it is a party to New Joint Venture (or a subsidiary of the New Joint Venture), and New Joint Venture (or a subsidiary of the New Joint Venture) desires to assume such interests in such Internal Operating Leases and Non-Ranger Operating Leases from each Master Landlord, in each case upon and subject to the terms and conditions of this Agreement (such transactions collectively, the “Asset Acquisitions”);

WHEREAS, each Ranger Seller desires to transfer the Interests it owns to New Joint Venture (or a subsidiary of the New Joint Venture), and New Joint Venture (or a subsidiary of the New Joint Venture) desires to purchase the Interests from each Ranger Seller, upon and subject to the terms and conditions of this Agreement (such transaction collectively, the “Interest Acquisitions”);

WHEREAS, upon the consummation of the Interest Acquisitions, New Joint Venture will own, directly and through FC Ranger, all of the outstanding equity interests of the Ranger Properties Co;

WHEREAS, in connection with the Asset Acquisitions and Interest Acquisitions, on the Closing Date, each of the entities as listed on Schedule 1-7 (each, a “Liquidating Partnership”) shall transfer its interests with respect to the Portfolios to New Joint Venture in exchange for cash or partnership common units of New Joint Venture;

WHEREAS, upon the consummation of the Asset Acquisitions and the Interest Acquisitions, New Joint Venture will own, directly or indirectly, all of the Properties; and

WHEREAS, the parties intend and agree that the Asset Acquisitions and the Interest Acquisitions, for U.S. federal income tax purposes, shall constitute an “assets over” partnership consolidation of each of the Liquidating Partnerships into New Joint Venture within the meaning of Treasury Regulation Section 1.708-1(c)(3)(i);

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

1. DEFINITIONS

2014 Pro Rata Portion		Section 7(b)(vii)(1)
Additional Deposit		Section 4(a)(iii)(2)
Agreement		Preamble
Anti-Money Laundering Laws		Section 11(d)(vii)
Apportionment Date		Section 7(a)
Asbestos		Section 11(c)(iii)(7)
Asset Acquisitions		Recitals
Assumed Existing Cascade Indebtedness		Section 38(f)(i)
Assumed Existing Decathlon Indebtedness		Section 38(f)(ii)
Assumed Existing Grace Indebtedness		Section 38(f)(iii)
Assumed Existing Indebtedness		Section 38(f)(iv)
Assumed Existing Kensington Indebtedness		Section 38(f)(v)
Assumed Existing Pentathlon Indebtedness		Section 38(f)(vi)
Assumed Existing Ranger Indebtedness		Section 38(f)(vii)
Audit Letter		Section 9(e)
Audited Years		Section 9(e)
Auditor		Section 7(b)(v)
Base Rents		Section 7(a)(i)
Broker		Section 14(a)
business day		Section 4(e)
Cascade Internal Operating Lease		Recitals
Cascade Master Landlord		Recitals
Cascade Operating Lease		Recitals
Cascade Operator		Recitals
Cascade Portfolio		Recitals
Cascade Property		Recitals
Cascade Property Owners		Recitals
Cascade Sellers		Recitals
Casualty		Section 12(a)
Casualty Election Date		Section 12(c)
Closing		Section 18
Closing Date		Section 18
Closing Ranger Net Working Capital Statement		Section 7(b)(iii)
Closing Statement		Section 7(d)
Code		Section 2(d)
Commitment Objections		Section 6(a)(ii)

Condemnation Election Date		Section 13(c)
Contracts		Section 11(c)(ii)(7)
Date-Down Certificate		Section 17(a)(xi)
Decathlon Internal Operating Lease		Recitals
Decathlon Master Landlord		Recitals
Decathlon Operating Lease		Recitals
Decathlon Operator		Recitals
Decathlon Portfolio		Recitals
Decathlon Property		Recitals
Decathlon Property Owners		Recitals
Decathlon Sellers		Recitals
Default Rate		Section 7(e)
Deposit		Section 4(a)(ii) or 4(a)(iii)(2)
Dispute Notice		Section 7(b)(iv)
Due Diligence Notice		Section 3(f)
Due Diligence Period		Section 3(f)
Effective Date		Section 3(a)
Environmental Laws		Section 11(c)(iii)(7)
ERISA		Section 11(e)(v)
Escrow Agent		Preamble
Estimated Ranger Closing Net Working Capital Statement		Section 7(b)(i)
Estoppel Certificate		Section 36
Existing Cascade Loans		Section 38(f)(viii)
Existing Decathlon Loans		Section 38(f)(ix)
Existing Grace Loans		Section 38(f)(x)
Existing Kensington Loans		Section 38(f)(xi)
Existing Lender Consent		Section 38(b)
Existing Lender Reserves and Escrows		Section 18(e)
Existing Lenders		Section 38(f)(xiii)
Existing Loan Documents		Section 38(f)(xiv)
Existing Loan Reserves		Section 11(c)(iii)(10)
Existing Loans		Section 38(f)(xii)
Existing Pentathlon Loans		Section 38(f)(xv)
Existing Ranger Loans		Section 38(f)(xvi)
Existing Ranger Acquisition Agreement		Section 11(e)(x)
Extended Due Diligence Period		Section 3(f)
Extended Outside Date		Section 38(c)
Extension Notice		Section 3(f)
FC Ranger		Recitals
FC Ranger Interests		Recitals
FC Ranger Owner		Recitals
FCSAF Ranger		Recitals
Final Closing Ranger Net Working Capital		Section 7(b)(vi)
Final Closing Statement		Section 7(d)
Financial Institution		Section 11(d)(vi)

Financial Statements		Section 11(e)(vi)
FIRPTA		Section 21
GAAP		Section 10(b)(i)
Government Sponsored Health Care Program		Section 11(c)(i)(10)(B)
Governmental Authority		Section 11(c)(i)(9)(A)
Grace Internal Operating Lease		Recitals
Grace Master Landlord		Recitals
Grace Operating Lease		Recitals
Grace Operator		Recitals
Grace Portfolio		Recitals
Grace Property		Recitals
Grace Property Owners		Recitals
Xxxxx Xxxxxxx		Recitals
Hazardous Materials		Section 11(c)(iii)(7)
Health Care Law		Section 11(c)(i)(9)(B)
Hedging Instrument List		Section 11(c)(iii)(11)
Hedging Instruments		Section 11(c)(iii)(11)
Holdback Escrow Account		Section 11(l)
Holdback Escrow Agreement		Section 11(l)
Holdback Escrow Amount		Section 11(l)
Indemnitee		Section 11(k)(iv)(1)
Indemnitor		Section 11(k)(iv)(1)
Independent Consideration		Section 4(a)(i)
Initial Deposit		Section 4(a)(iii)(1)
Initial Diligence Period		Section 3(f)
Interest Acquisitions		Recitals
Interests		Recitals
Internal Operating Leases		Recitals
JV Agreement		Recitals
Kensington Internal Operating Lease		Recitals
Kensington Master Landlord		Recitals
Kensington Operating Lease		Recitals
Kensington Operator		Recitals
Kensington Portfolio		Recitals
Kensington Property		Recitals
Kensington Property Owners		Recitals
Kensington Sellers		Recitals
Laws		Section 11(c)(i)(9)(B)
Legal Requirements		Section 11(c)(i)(8)
Liquidating Partnership		Recitals
Losses		Section 11(k)(i)
Manager		Section 11(c)(ii)(8)
Master Landlords		Recitals
Material Adverse Effect		Section 10(b)(i)
Monetary Seller Exception Cap		Section 6(c)
New Closing Notice		Section 6(d)

New Joint Venture		Recitals
New SLC Management Contracts		Section 9(b)(iii)
Non-Objectionable Encumbrances		Section 6(a)(iv)
Non-Ranger Operating Leases		Recitals
Non-Ranger Operators		Recitals
Non-Ranger Permits and Licenses		Section 11(c)(i)(15)
Non-Ranger Portfolios		Recitals
Non-Ranger Portfolio Holdback Escrow Amount		Section 11(l)
Non-Ranger Properties		Recitals
Non-Ranger Property Owners		Recitals
Non-Ranger Sellers		Recitals
Non-U.S. Seller		Section 21
Notices		Section 19
OFAC		Section 11(d)(vi)
Operating Lease Rent Roll		Section 11(c)(i)(2)
Operating Leases		Recitals
Operating Tenant		Recitals
Operators		Recitals
Outside Date		Section 38(c)
Overage Rent		Section 7(a)(iii)
Patriot Act		Section 11(d)(vii)
PCBs		Section 11(c)(iii)(7)
Pentathlon Internal Operating Lease		Recitals
Pentathlon Master Landlord		Recitals
Pentathlon Operating Lease		Recitals
Pentathlon Operator		Recitals
Pentathlon Portfolio		Recitals
Pentathlon Property		Recitals
Pentathlon Property Owners		Recitals
Pentathlon Sellers		Recitals
Permits and Licenses		Section 11(c)(i)(12)
Permitted Encumbrances		Section 5
Person		Section 11(d)(vi)
Personalty		Section 2(a)(i)
Portfolios		Recitals
Pre-Closing Period		Section 41(j)(i)
Pre-Closing Tax Period		Section 41(b)(i)
Pre-Closing Taxes		Section 41(j)(ii)
Preliminary Closing Statement		Section 7(d)
Properties		Recitals
Properties Co Interests		Recitals
Property Owners		Recitals
Purchase Price		Section 4
Purchaser		Preamble
Purchaser Indemnitees		Section 11(k)(ii)

Purchaser Knowledge Individual		Section 11(i)
Purchaser Parties		Section 37(b)
Purchaser Sponsor Party		Section 11(h)(ii)
Purchaser Subsidiary Entities		Section 7(a)(i)
Purchaser’s Representatives		Section 3(a)
Ranger Acquisition Co		Recitals
Ranger Acquisition Date		Section 11(e)(iv)
Ranger Closing Net Working Capital		Section 7(b)(i)
Ranger HoldCo I		Recitals
Ranger HoldCo II		Recitals
Ranger Operating Lease Rent Roll		Section 11(c)(ii)(2)
Ranger Operating Leases		Section 11(c)(ii)(2)
Ranger Operators		Section 11(c)(ii)(2)
Ranger Permits and Licenses		Section 11(c)(ii)(15)
Ranger Portfolio		Recitals
Ranger Portfolio Holdback Escrow Amount		Section 11(l)
Ranger Properties Co		Recitals
Ranger Property		Recitals
Ranger Property Owners		Recitals
Ranger Rent Reserves		Section 11(c)(ii)(2)
Ranger Resident Agreements		Section 11(c)(ii)(3)
Ranger Resident Agreement Rent Roll		Section 11(c)(ii)(3)
Ranger Sellers		Recitals
Ranger Subsidiary Entities		Recitals
Ranger Tenant Arrearage Schedule		Section 11(c)(ii)(6)
Reference Net Working Capital		Section 7(b)(ii)
Registered Company		Section 9(e)
REIT		Section 9(g) and 11(e)(xi)(11)
Rent Audit		Section 7(a)(viii)
Rent Reserves		Section 11(c)(i)(2)
Report		Section 6(a)(i)
Representation Letter		Section 9(d)
Required Purchaser Estoppel Certificates		Section 36
Resident Agreement Rent Roll		Section 11(c)(i)(4)
Resident Agreements		Section 11(c)(i)(4)
Scheduled Closing Date		Section 18
SEC Filings		Section 9(e)
Security Deposits		Section 11(c)(i)(4)
Seller		Recitals
Seller Exceptions		Section 6(c)
Seller Indemnitees		Section 11(k)(i)
Seller Knowledge Individuals		Section 11(f)
Seller Parties		Section 3(e)
Seller Party		Section 3(e)
Seller Rollover Investor		Section 11(c)(i)(14)
Seller Sponsor Party		Section 11(d)(vi)

Significant Casualty		Section 12(a)(i)
Significant Taking		Section 13(a)(i)
SLC		Section 9(a)(ix)
Specially Designated Nationals and Blocked Persons		Section 11(d)(vi)
Stakeholder Representatives		Preamble
Straddle Period		Section 41(j)(iii)
stub period		Section 9(e)
Subsidiary		Section 38(f)(xvii)
Taking		Section 13(a)
Tax		Section 11(e)(xi)(17)
Tax Certiorari Proceeding		Section 15
Tax Contest		Section 41(j)(iv)
Tax Protection Agreements		Section 11(e)(xi)(14)
Tax Returns		Section 11(e)(xi)(18)
Tenant Arrearage Schedule		Section 11(c)(i)(7)
Termination Cause		Section 3(f)
Third Party Payor		Section 11(c)(i)(10)(A)
Title Affidavit		Section 6(e)
Title Company		Section 6(a)(i)
Title Cure Period		Section 6(a)(iv)
Title Objections		Section 6(a)(iii)
Title Policy		Section 6(a)(i)
Transaction Stakeholders		Section 40(a)
Transfer Taxes		Section 16(a)
Transfer Tax Laws		Section 16(a)
Treasury Regulations		Section 11(e)(xi)(19)
Uncured Title Objection Amount		Section 6(b)
Uncured Title Objection Cap		Section 6(b)
Uncured Title Objection Floor		Section 6(b)
Unit		Section 2(c)(iii)
Update Exception		Section 6(a)(iii)
Update Objection Deadline		Section 6(a)(iii)
Update Objections		Section 6(a)(iii)
U.S. Person		Section 11(d)(vi)
Violations		Section 5(h)]

2. ACQUISITIONS AND SALES.

(a) Asset Acquisitions and Sales. Subject to the terms and conditions set forth in this Agreement, at the Closing:

(i) Purchaser shall cause New Joint Venture (or a subsidiary of the New Joint Venture) to acquire from each Non-Ranger Property Owner, and each Non-Ranger Property Owner shall transfer and assign to New Joint Venture (or a subsidiary of the New Joint Venture), (1) its Non-Ranger Properties; (2) the fixtures, furnishings, furniture, equipment, machinery, inventory, appliances and other personal property owned by such Non-

Ranger Seller, located at such Non-Ranger Properties (collectively, the “Personalty”), subject to depletions, replacements or additions thereto in the ordinary course of business; (3) all rights, privileges, easements and appurtenances to such Non-Ranger Properties, if any, including, without limitation, all of such Non-Ranger Seller’s right, title and interest in and to all operating agreements, reciprocal easement agreements, ground leases, mineral and water rights and all easements, rights-of-way and other appurtenances used or connected with the beneficial use or enjoyment of such Non-Ranger Properties; (4) all non-exclusive trademarks and trade names (if any) used or useful in connection with such Non-Ranger Properties, but only to the extent that the same are not trademarks or trade names of such Non-Ranger Seller or any of such Non-Ranger Seller’s affiliated companies, and (5) such Non-Ranger Seller’s interest (if any) in and to any guarantees, licenses, approvals, certificates, permits, plans and specifications, drawings and warranties relating to the such Property or the Personalty, to the extent assignable, in each case free and clear of all liens, security interests, pledges and other encumbrances;

(ii) Purchaser shall cause New Joint Venture (or a subsidiary of the New Joint Venture) to acquire, accept and assume from each Non-Ranger Property Owner, and each Non-Ranger Property Owner shall transfer and assign to New Joint Venture (or a subsidiary of the New Joint Venture), its interest in each Internal Operating Lease to which it is a party, free and clear of all liens, security interests, pledges and other encumbrances; and

(iii) Purchaser shall cause New Joint Venture (or a subsidiary of the New Joint Venture) to acquire, accept and assume from each Master Landlord, and each Master Landlord shall transfer and assign to New Joint Venture (or a subsidiary of the New Joint Venture), its interest in each Internal Operating Lease and each Non-Ranger Operating Lease to which it is a party, free and clear of all liens, security interests, pledges and other encumbrances.

(b) Interest Acquisitions and Sales. Subject to the terms and conditions set forth in this Agreement, at the Closing:

(i) Purchaser shall cause New Joint Venture (or a subsidiary of the New Joint Venture) to acquire from FCSAF Ranger, and FCSAF Ranger shall transfer and assign to New Joint Venture (or a subsidiary of the New Joint Venture), the Properties Co Interests, free and clear of all liens, security interests, pledges and other encumbrances; and

(ii) Purchaser shall cause New Joint Venture (or a subsidiary of the New Joint Venture) to acquire from each FC Ranger Owner, and each FC Ranger Owner shall transfer and assign to New Joint Venture (or a subsidiary of the New Joint Venture), its FC Ranger Interests, free and clear of all liens, security interests, pledges and other encumbrances.

(i) In connection with the Asset Acquisitions and Interest Acquisitions, on the Closing Date, each of the Liquidating Partnerships shall transfer its

interests with respect to the Portfolios to Purchaser in exchange for cash and partnership common units of New Joint Venture as provided for below.

(ii) Unless otherwise required by law, the parties intend and agree that the Asset Acquisitions and Interest Acquisitions, for U.S. federal income tax purposes, shall constitute an “assets over” partnership consolidation of each of the Liquidating Partnerships into New Joint Venture within the meaning of Treasury Regulation Section 1.708-1(c)(3)(i) with each of the Liquidating Partnerships being treated as terminating partnerships and New Joint Venture being treated as a new partnership.

(iii) Unless otherwise required by law, the parties intend and agree that, for U.S. federal income tax purposes (and for all relevant state tax purposes solely with respect to states that follow such U.S. federal income tax treatment), (i) any payment of cash for units of partnership interests of the Liquidating Partnerships (each a “Unit”) shall be treated as a sale of such interests by such holder and a purchase of such Units by Purchaser for the cash so paid under the terms of this Agreement in accordance with Treasury Regulation Sections 1.708-1(c)(3) and 1.708-1(c)(4), which will result in the deemed termination of each Liquidating Partnership pursuant to Section 708(b)(1)(B) of the Code, and (ii) each such holder of Units who accepts cash explicitly agrees and consents to such treatment. Furthermore, unless otherwise required by law, the parties hereto intend and agree that, for U.S. federal income tax purposes (and for all relevant state tax purposes solely with respect to states that follow such U.S. federal income tax treatment), (x) any holder of Units receiving partnership common units of New Joint Venture under the terms of this Agreement shall be treated as receiving the partnership common units of New Joint Venture pursuant to a distribution in complete liquidation of such holder’s interest in the Liquidating Partnerships, and (y) each such holder of Units who accepts partnership common units of New Joint Venture explicitly agrees and consents to such treatment. Any cash to which a holder of Units is entitled pursuant to this Agreement shall be paid only after such holder provides a written consent in the form of Schedule 1-7 that, for U.S. federal income tax purposes, the receipt of cash shall be treated as described in this paragraph. The consents described in this Section 2(c)(iii) shall be provided to the Administrative Member (as defined in the JV Agreement) on or prior to the Closing Date, and the Administrative Member shall retain such consent records and, upon the reasonable request of Purchaser, shall make copies of such consents available to Purchaser.

(iv) For the avoidance of doubt, New Joint Venture shall not be allocated any income, gain, loss and deduction as a partner for U.S. federal income tax purposes from any Liquidating Partnership.

(d) Withholding Rights. Each of New Joint Venture and Purchaser shall be entitled to deduct and withhold from any payment otherwise payable by it pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code or any provisions of applicable state, local or foreign tax law. To the extent that amounts are so deducted and withheld by New Joint Venture or Purchaser, as applicable, such deducted and withheld amounts shall be treated for all purposes of

this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

3. ACCESS/DUE DILIGENCE.

(a) During the period commencing on the date hereof (the “Effective Date”) and continuing until the Closing Date, Purchaser shall conduct its review and due diligence of, and physically inspect, as applicable, the Properties, the Ranger Subsidiary Entities and the Interests in accordance with this Section 3. Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively “Purchaser’s Representatives”) shall have the right, through the Closing Date (provided that this Agreement shall not have terminated in accordance with Section 3(f) or 41), from time to time, upon the advance notice required and subject to the limitations described in Section 3(c), to (i) enter upon and pass through the Properties during normal business hours to examine and inspect the same and (ii) review, copy and inspect all books, records and financial statements of the Seller and all Ranger Subsidiary Entities relating to the Interests, the Ranger Subsidiary Entities, and the Properties. For the avoidance of doubt, the expiration of the Due Diligence Period (as defined below) shall not prevent Purchaser from conducting any of the due diligence activities set forth in this Section 3 unless this Agreement shall be terminated.

(b) Intentionally Omitted.

(c) In conducting the inspection of the Properties and its due diligence review, Purchaser shall at all times comply with all laws and regulations of all applicable Governmental Authorities, and neither Purchaser nor any of Purchaser’s Representatives shall (i) contact or have any discussions with any of Seller’s employees or representatives (other than Seller’s attorneys), or with any tenants at, or contractors providing services to, any of the Properties, unless in each case Purchaser obtains the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, it being agreed that (x) all such contacts or discussions shall, pending any such reasonable approval, be directed to Xxxxx Xxxxxx and subsequent to such approval shall only be conducted if a representative of Seller is included in such contact and/or discussion, and (y) under no circumstances will Purchaser have the right to communicate with residents at any Property, (ii) unreasonably interfere with the business of Seller (or any of its tenants) conducted at any of the Properties or unreasonably disturb the use or occupancy of any occupant of any of the Properties or (iii) damage any of the Properties. In conducting the foregoing inspection or otherwise accessing the Properties, Purchaser and Purchaser’s Representatives shall at all times comply with, and shall be subject to, the rights of the Operators under the Operating Leases and the residents under the Resident Agreements (and any Persons claiming under or through such Persons). Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Representatives in furtherance of the foregoing. Purchaser shall schedule and coordinate all inspections, including, without limitation, any environmental tests, and/or discussions or communications as described above, with Seller and shall give Seller at least forty-eight (48) hours’ prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection, other access or contact and/or discussion. In the event that the Closing hereunder shall not occur for any reason whatsoever (other than a Seller’s willful default), then Purchaser shall pay to Seller promptly upon written demand the reasonable out-of-pocket cost of repairing and restoring any

damage or disturbance which Purchaser or Purchaser’s Representatives shall cause to any of the Properties. In the event that the Closing hereunder shall not occur for any reason whatsoever, Purchaser shall promptly return to Seller copies of all due diligence materials delivered by Seller to Purchaser and shall destroy all copies and abstracts thereof. Purchaser and Purchaser’s Representatives shall not be permitted to take soil or ground water samples or to conduct borings of any of the Properties or drilling in or on any of the Properties, or any other invasive testing, in connection with the preparation of an environmental audit or in connection with any other inspection of the Properties without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Any liens against the Properties, or any portion thereof, arising from the performance of services by third-party contractors in connection with Purchaser’s due diligence activities shall be removed by Purchaser as promptly as practicable and in any event not later than the earlier to occur of (x) fifteen (15) business days after Purchaser shall have been notified in writing of the filing of such liens or (y) the Closing Date. The provisions of this Section 3(c) shall survive the Closing (but subject, in this case, to the terms of the JV Agreement) or any termination of this Agreement.

(d) Prior to conducting any physical inspection or testing at any of the Properties, other than mere visual examination, including without limitation, boring, drilling and sampling of soil or ground water, Purchaser shall obtain, and during the period of such inspection or testing shall maintain, at its expense, commercial general liability insurance, including a contractual liability endorsement, and personal injury liability coverage, with Seller and its managing agent, if any, and any other entity reasonably designated by Seller in writing, as additional insureds, from an insurer reasonably acceptable to Seller, which insurance policies must have limits for bodily injury and death of not less than Three Million and 00/100 Dollars ($3,000,000.00) for any one occurrence and not less than Three Million and 00/100 Dollars ($3,000,000.00) for property damage liability for any one occurrence. Prior to making any entry upon any of the Properties, Purchaser shall furnish to Seller a certificate of insurance evidencing the foregoing coverages.

(e) Purchaser agrees to indemnify and hold Seller and its disclosed or undisclosed, direct and indirect affiliates, shareholders, partners, members, officers, directors, employees and trustees, principals, agents, contractors and any successors or assigns of the foregoing (each, including Seller, a “Seller Party” and, collectively with Seller, “Seller Parties”), without duplication, harmless from and against any and all reasonable out-of-pocket losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable out-of-pocket attorneys’ fees) actually incurred by any of the Seller Parties arising from or by reason of Purchaser’s and/or Purchaser’s Representatives’ access to, or inspection of, the Properties, or any tests, inspections or other due diligence conducted by or on behalf of Purchaser (whether or not the same shall occur during the Due Diligence Period), except to the extent such losses, costs, damages, liens, claims, liabilities or expenses (including, but not limited to, reasonable out-of-pocket attorneys’ fees) are caused by any existing conditions at any of the Properties or the gross negligence or willful misconduct of any of the Seller Parties. The provisions of this Section 3(e) shall survive the Closing or any termination of this Agreement.

(f) From and after the Effective Date and through the expiration of the Due Diligence Period, Purchaser shall have the right to terminate this Agreement if Purchaser is not satisfied, in its sole and absolute discretion, with any of the diligence items, issues or

conditions described on Schedule 3(f) to this Agreement (each a “Termination Cause”) by delivering notice thereof to Seller (the “Due Diligence Notice”), which Due Diligence Notice must be delivered to Seller, no later than 11:59 p.m., New York time, on the last day of the Due Diligence Period (as the same may be extended by Purchaser in accordance with this Section 3(f)), stating that Seller has elected to terminate this Agreement as a result of a Termination Cause, setting forth the circumstances that gave rise to such Termination Cause. If Purchaser shall fail to deliver timely to Seller a Due Diligence Notice as aforesaid, then this Agreement shall automatically be deemed to continue and not terminated upon the expiration of the Due Diligence Period (as the same may be extended by Purchaser in accordance with this Section 3(f)) without any further action or notice by either Seller or Purchaser. If this Agreement terminates pursuant to this Section 3(f) following delivery of a Due Diligence Notice and (i) Purchaser has not elected to extend the Initial Due Diligence Period to the Extended Due Diligence Period, then this Agreement shall immediately terminate and neither Seller nor Purchaser shall have any further rights or obligations hereunder, except those arising under provisions of this Agreement that expressly survive the termination hereof, and (ii) Purchaser has previously elected to extend the Initial Due Diligence Period to the Extended Due Diligence Period, then this Agreement shall immediately terminate, Seller shall have the right to retain the Initial Deposit, and neither Seller nor Purchaser shall have any further rights or obligations hereunder, except those arising under provisions of this Agreement that expressly survive the termination hereof. For the purposes hereof, the “Initial Diligence Period” shall mean the period commencing on the Effective Date and continuing until 11:59 p.m., New York time, on March 31, 2014. Purchaser shall have the right, in its sole discretion, by written notice (the “Extension Notice”) to Seller prior to the expiration of the Initial Due Diligence Period, to extend the Initial Due Diligence Period until 11:59 p.m., New York time, on April 15, 2014 (the “Extended Due Diligence Period”; and together with the Initial Due Diligence Period, the “Due Diligence Period”). If Purchaser fails to timely deliver the Extension Notice, the Due Diligence Period shall be deemed to expire as of the expiration of the Initial Due Diligence Period.

4. PURCHASE PRICE AND DEPOSIT.

Subject to adjustment pursuant to Sections 6, 7, 12 and 13, the aggregate consideration which shall be received under this Agreement for the Properties acquired through the Interest Acquisitions and the Asset Acquisitions (the “Purchase Price”) is (A) ONE BILLION FIFTY MILLION and 00/100 Dollars ($1,050,000,000.00), which shall be allocated among each of the Portfolios and further between each Property and any Personalty in accordance with Schedule 41(g) and the statement provided pursuant to Section 41(g), minus (B) the outstanding principal balance of any Assumed Existing Indebtedness (as hereinafter defined), which shall be allocated among each of the Portfolios and further between each Property in accordance with the statement provided pursuant to Section 41(g), and subject to apportionment as provided in Section 7, payable in cash, equity interests of New Joint Venture or a combination of both in accordance with the statement provided pursuant to Section 41(g), as follows:

(a) (i) On the Effective Date, Purchaser shall pay to Seller the sum of ONE HUNDRED and 00/100 Dollars ($100.00) as independent consideration for Seller entering into this Agreement (the “Independent Consideration”), which amount shall be non-refundable absent Seller’s default hereunder. Seller shall have no obligation to deposit the

Independent Consideration with Escrow Agent. By execution of this Agreement, Seller hereby acknowledges receipt of the Independent Consideration.

(ii) If Purchaser elects not to terminate this Agreement in accordance with Section 3(f) and does not elect to extend the Due Diligence Period for the Extended Due Diligence Period, then one (1) business day following the expiration of the Initial Due Diligence Period, Purchaser shall deliver to the Escrow Agent via wire transfer in immediately available federal funds the amount of NINE MILLION and 00/100 Dollars ($9,000,000.00) to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit B (such deposit, if made pursuant to this Section 4(a)(ii), together with all interest accrued thereon, the “Deposit”).

(iii) If Purchaser elects to extend the Due Diligence Period for the Extended Due Diligence Period, then, in lieu of delivering the Deposit pursuant to Section 4(a)(ii),

(1) on the last business day of the Initial Due Diligence Period, Purchaser shall deliver to Escrow Agent via wire transfer in immediately available federal funds the amount of FOUR MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($4,500,000.00) to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit B (such deposit, if made pursuant to this Section 4(a)(iii)(1), together with all interest accrued thereon, the “Initial Deposit”); and

(2) if Purchaser elects not to terminate this Agreement in accordance with Section 3(f) prior to the expiration of the Extended Due Diligence Period, then Purchaser shall deliver to Escrow Agent via wire transfer in immediately available federal funds the additional amount of FOUR MILLION FIVE HUNDRED THOUSAND and 00/100 Dollars ($4,500,000.00) to the escrow account of Escrow Agent in accordance with the wire instructions set forth on Exhibit B (such deposit, if made pursuant to this Section 4(a)(iii)(2), together with all interest accrued thereon, the “Additional Deposit”; and together with the Initial Deposit, collectively, the “Deposit”).

(b) (i) Upon receipt by Escrow Agent of the Deposit or any portion thereof, Escrow Agent shall cause the same to be deposited into an interest bearing account at Capital One or another national bank selected by Escrow Agent and approved by Purchaser, it being agreed that Escrow Agent shall not be liable for (y) any loss of such investment (unless due to Escrow Agent’s gross negligence, willful misconduct or breach of this Agreement) or (z) any failure to attain a favorable rate of return on such investment. Escrow Agent shall deliver the Deposit to Seller or to Purchaser, as the case may be, under the following conditions:

(1) The Deposit shall be delivered to Seller at the Closing upon receipt by Escrow Agent of a statement executed by Seller and Purchaser authorizing the Deposit to be released; or

(2) The Deposit shall be delivered to Seller following receipt by Escrow Agent of written demand therefor from Seller stating that Purchaser has

defaulted in the performance of its obligations under this Agreement, provided Purchaser shall not have given written notice of objection in accordance with the provisions set forth below; or

(3) The Deposit shall be delivered to Purchaser following receipt by Escrow Agent of written demand therefor from Purchaser stating that Seller has defaulted in the performance of its obligations under this Agreement or that this Agreement was terminated under circumstances entitling Purchaser to the return of the Deposit, and specifying the Section of this Agreement which entitles Purchaser to the return of the Deposit, in each case provided Seller shall not have given written notice of objection in accordance with the provisions set forth below; or

(4) The Deposit shall be delivered to Purchaser or Seller as directed by joint written instructions of Seller and Purchaser.

(ii) Upon the filing of a written demand for the Deposit by Seller or Purchaser, pursuant to subsection (2) or (3) above, Escrow Agent shall promptly give notice thereof (including a copy of such demand) to the other party. The other party shall have the right to object to the delivery of the Deposit, by giving written notice of such objection to Escrow Agent at any time within ten (10) days after such party’s receipt of notice from Escrow Agent, but not thereafter. Such notice shall set forth the basis (in reasonable detail) for objecting to the delivery of the Deposit. Upon receipt of such notice of objection, Escrow Agent shall promptly give a copy of such notice to the party who filed the written demand. If Escrow Agent shall have timely received such notice of objection, then Escrow Agent shall continue to hold the Deposit, until (x) Escrow Agent receives joint written notice from Seller and Purchaser directing the disbursement of the Deposit, in which case Escrow Agent shall then disburse the Deposit, in accordance with said direction, or (y) litigation is commenced between Seller and Purchaser, in which case Escrow Agent shall deposit the Deposit with the clerk of the court in which said litigation is pending, or (z) Escrow Agent takes such affirmative steps as Escrow Agent may reasonably elect, at Escrow Agent’s option, in order to terminate Escrow Agent’s duties hereunder, including but not limited to depositing the Deposit in court and commencing an action for interpleader, the costs thereof to be borne by whichever of Seller or Purchaser is the losing party in such interpleader action, as determined by a final non-appealable order of such court.

(iii) Escrow Agent may rely and act upon any instrument or other writing reasonably believed by Escrow Agent to be genuine and purporting to be signed and presented by any Person or Persons purporting to have authority to act on behalf of Seller or Purchaser, as the case may be, and shall not be liable in connection with the performance of any duties imposed upon Escrow Agent by the provisions of this Agreement, except for Escrow Agent’s own gross negligence, willful misconduct or beach of this Agreement. Escrow Agent shall have no duties or responsibilities except those set forth herein. Escrow Agent shall not be bound by any modification, cancellation or rescission of this Agreement unless the same is in writing and signed by Purchaser and Seller, and, if Escrow Agent’s duties hereunder are affected, unless Escrow Agent shall have given prior written consent thereto. Escrow Agent shall be reimbursed by Seller and Purchaser for any expenses (including reasonable legal fees and disbursements of outside counsel), including all of Escrow Agent’s fees and expenses with respect to any interpleader action incurred in

connection with this Agreement, and such liability shall be joint and several; provided, that, as between Purchaser and Seller, the prevailing party in any dispute over the Deposit shall be entitled to reimbursement by the losing party of any such expenses paid to Escrow Agent. In the event that Escrow Agent shall be uncertain as to Escrow Agent’s duties or rights hereunder, or shall receive instructions from Purchaser or Seller that, in Escrow Agent’s opinion, are in conflict with any of the provisions hereof, Escrow Agent shall hold the Deposit and may decline to take any other action, unless directed in a joint written notice from Purchaser and Seller. After delivery of the Deposit in accordance herewith, Escrow Agent shall have no further liability or obligation of any kind whatsoever.

(iv) Escrow Agent shall have the right at any time to resign upon ten (10) business days’ prior notice to Seller and Purchaser. Seller and Purchaser shall jointly select a successor Escrow Agent and shall notify Escrow Agent of the name and address of such successor Escrow Agent within ten (10) business days after receipt of notice of Escrow Agent of its intent to resign. If Escrow Agent has not received notice of the name and address of such successor Escrow Agent within such period, Escrow Agent shall have the right to select on behalf of Seller and Purchaser a bank or trust company licensed to do business in the State of New York and having a branch located in New York County to act as successor Escrow Agent hereunder. At any time after the ten (10) business day period, Escrow Agent shall have the right to deliver the Deposit to any successor Escrow Agent selected hereunder, provided such successor Escrow Agent shall execute and deliver to Seller and Purchaser an assumption agreement whereby it assumes all of Escrow Agent’s obligations hereunder. Upon the delivery of all such amounts and such assumption agreement, the successor Escrow Agent shall become the Escrow Agent for all purposes hereunder and shall have all of the rights and obligations of the Escrow Agent hereunder, and the resigning Escrow Agent shall have no further responsibilities or obligations hereunder.

(v) Seller and Purchaser each hereby agrees to severally (but not jointly) indemnify, defend and hold harmless Escrow Agent from and against fifty percent (50%) of any and all loss, cost, damage, expense and reasonable out-of-pocket attorneys’ fees and expenses actually incurred by Escrow Agent arising out of it acting as the Escrow Agent hereunder, other than to the extent arising from Escrow Agent’s gross negligence, willful misconduct or breach of this Agreement.

(vi) The interest earned on the Deposit shall be paid to the party entitled to receive the Deposit as provided in this Agreement. Purchaser shall receive a credit against the Purchase Price with respect to any such interest paid to Seller at Closing. The party receiving such interest (including Purchaser if it receives a credit on account of same against the Purchase Price as aforesaid) shall pay any income taxes thereon. The taxpayer identification numbers of Seller and Purchaser shall be provided to Escrow Agent by such party upon request. The provisions of this Section 4(b) shall survive the Closing or termination of this Agreement.

(c) At the Closing, Seller shall be entitled to retain the Deposit and Purchaser shall deliver to Seller (i) the balance of the Purchase Price (i.e., the Purchase Price less the Deposit), as adjusted pursuant to Sections 6, 7 (including Section 7(b)(ii)), 12 and 13 , minus (ii) the Holdback Escrow Amount.

(d) All monies payable by Purchaser under this Agreement, unless otherwise specified in this Agreement, shall be paid by Purchaser causing such monies to be wire transferred in immediately available federal funds at such bank account or accounts, and divided into such amounts, designated by Seller to Purchaser in writing at least two (2) business days prior to the date such funds are required to be paid as may be required to facilitate the consummation of the transactions contemplated by this Agreement.

(e) As used in this Agreement, the term “business day” shall mean every day other than Saturdays, Sundays, all days observed by the federal or New York State government as legal holidays and all days on which commercial banks in New York State are required by law to be closed.

(f) Any reference in this Agreement to a “day” or a number of “days” (other than references to a “business day” or “business days”) shall mean a calendar day or calendar days, provided that if the calendar day or last calendar day to perform any act or give any notice or approval shall fall on a calendar day that is not a business day, such act or notice may be timely performed or given on the next succeeding business day.

5. STATUS OF TITLE.

Subject to the terms and provisions of this Agreement, at Closing, title to the Properties shall be subject only to the following (collectively, the “Permitted Encumbrances”):

(a) any state of facts that a current survey or visual inspection of any of the Properties would disclose;

(b) the standard printed exclusions from coverage contained in the ALTA form of owner’s title policy currently in use in the jurisdiction in which the applicable Property is located;

(d) property taxes which are a lien but not yet due and payable, subject to proration in accordance with Section 7 hereof (to the extent applicable);

(e) any laws, rules, regulations, statutes, ordinances, orders or other legal requirements affecting any of the Properties, as the same now exist or may be hereafter modified, supplemented or promulgated, including, without limitation, all zoning, land use, building and environmental laws, rules, regulations, statutes, ordinances, orders or other legal requirements, including landmark designations and all zoning variances and special exceptions, if any but excluding any judgments against any of the Properties, Seller or any of the Ranger Subsidiary Entities;

(f) all presently existing and future liens of real estate assessments and water rates, water meter charges, water frontage charges and sewer taxes, rents and charges, if any, for the current year and affecting any of the Properties or any portion thereof, provided that such items are not due and payable as of the Closing Date and subject to proration in accordance with Section 7 hereof (to the extent applicable);

(g) the easements, conditions, restrictions, agreements and encumbrances set forth on Schedule 5(g);

(h) all notes or notices of violations of law, or municipal ordinances, orders, designations or requirements whatsoever noted in or issued by any federal, state, municipal or other governmental department, agency or bureau or any other governmental authority having jurisdiction over the Premises (collectively, “Violations”), existing on the Closing Date; provided, that notwithstanding the foregoing provisions of this Section 5(h), Seller shall pay or bond all monetary fines, fees or penalties accruing prior to the Closing Date with respect any Violations, but excluding those Violations that are the responsibility of any tenant under a lease to cure, correct or remove;

(i) such matters as the Title Company shall be willing, without special premium, to omit as exceptions to coverage or affirmatively insure over with respect to the Title Policy;

(j) any defects, objections or exceptions in the title to the Properties disclosed in the Report or any update thereof received on or prior to the Closing with respect to which (x) an objection notice has not been duly delivered pursuant to Section 6(a)(iii) or (y) Purchaser subsequently agrees to waive or is deemed to have waived in accordance with Section 6(a);

(k) any defects or other matters which will be extinguished upon the transfer of the Non-Ranger Properties;

(l) the liens of the Assumed Existing Indebtedness, if any; and

(m) the rights and interests held by Operators under the Operating Leases and residents under Resident Agreements in effect as of the date hereof and all Operating Leases and Resident Agreements entered into after the date hereof and prior to Closing in accordance with Section 9(b)(i), solely as Operators or residents, as the case may be, with no rights or options to purchase the Properties, or any portion thereof or interest therein.

6. TITLE INSURANCE; LIENS.

(a) (i) Purchaser shall obtain a title commitment or report (the “Report”), from any national or local title insurance or abstract companies selected by Purchaser (collectively, the “Title Company”) for owner’s policies of title insurance (collectively, the “Title Policy”) from the Title Company (or its underwriter) with respect to title to each of the Properties and any financing related thereto.

(ii) Purchaser shall have no right to object to any exceptions or other matters disclosed in the Report except for the items in the Report not included as Permitted Encumbrances (collectively, the “Commitment Objections”). All such exceptions and other matters disclosed in the Report (other than the Commitment Objections) shall be deemed Permitted Encumbrances.

(iii) Purchaser shall direct the Title Company to deliver a copy of any updates to the Report obtained by Purchaser to Seller or Seller’s attorney simultaneously with its delivery of the same to Purchaser or Purchaser’s attorney. If, prior to the Closing Date, the Title Company shall deliver any update to the Report which discloses additional liens, encumbrances or other title exceptions which were not disclosed by the Report and which do not otherwise constitute Permitted Encumbrances hereunder (each, an “Update Exception”), then Purchaser shall have until the earlier of (y) ten (10) business days after delivery of such update to Purchaser or (z) the business day immediately preceding the Closing Date; provided, that if such update is delivered within fifteen (15) business days preceding the Scheduled Closing Date, the Scheduled Closing Date shall be postponed by the number of days between the date that is fifteen (15) business days before the Scheduled Closing Date and the date such update is delivered to Purchaser (the “Update Objection Deadline”) to deliver written notice to Seller objecting to any of the Update Exceptions (the “Update Objections”; the Update Objections and Commitment Objections are, collectively, the “Title Objections”). If Purchaser fails to deliver such objection notice by the Update Objection Deadline, Purchaser shall be deemed to have waived its right to object to any Update Exceptions (and the same shall not constitute Title Objections, but shall instead be deemed Permitted Encumbrances). If Purchaser shall deliver such objection notice by the Update Objection Deadline, any Update Exceptions which are not objected to in such notice shall not constitute Title Objections, but shall be Permitted Encumbrances. Notwithstanding the foregoing, all Seller Exceptions (as defined below) shall automatically be Update Objections without Purchaser’s being required to notify Seller of its objection to same.

(iv) Purchaser shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other title exceptions (and the same shall not constitute Title Objections, but shall instead be deemed to be Permitted Encumbrances) (A) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller pays such cost for Purchaser) or (B) which are the responsibility of any Operator under its Operating Lease or a resident under the Resident Agreement to cure, correct or remove (collectively, the “Non-Objectionable Encumbrances”). Notwithstanding anything to the contrary contained herein, if Seller is unable to eliminate the Title Objections (other than the Seller Exceptions) by the Scheduled Closing Date, unless the same are waived by Purchaser without any abatement in the Purchase Price, Seller may, from time to time, upon at least five (5) business days’ prior notice to Purchaser (except with respect to matters first disclosed during such five (5) business day period, as to which matters notice may be given at any time through and including the Scheduled Closing Date) adjourn the Scheduled Closing Date for a period not to exceed forty-five (45) days in the aggregate (the “Title Cure Period”), in order to attempt to eliminate such exceptions.

(b) If Seller is unable to eliminate any Update Objection, which Seller is not otherwise required to eliminate and remove of record by the Scheduled Closing Date pursuant to Section 6(c) below, and the aggregate amount of Losses to Purchaser as a result of such Title Objections would be equal to or greater than $2,500,000, then Purchaser shall have the right, in its sole discretion, to (i) terminate this Agreement by written notice given to Seller within twenty (20) business days following expiration of the Title Cure Period or (ii) close the transactions contemplated hereunder. If Purchaser shall fail to deliver the termination notice described within the twenty (20) business day period described above, Purchaser shall be deemed

to have made the election under clause (ii). Upon any termination of this Agreement pursuant to this clause (b), Escrow Agent shall promptly deliver the Deposit to Purchaser and neither Seller nor Purchaser shall have any further rights or obligations hereunder, except those arising under provisions of this Agreement that expressly survive the termination hereof.

(c) It is expressly understood that, except as further provided in this Section 6(c), in no event shall Seller be required to bring any action or institute any proceeding, or to otherwise incur any costs or expenses in order to attempt to eliminate any Title Objections, or take any other actions to cure or remove any Title Objections, or to otherwise cause title to any of the Properties to be in accordance with the terms of this Agreement on the Closing Date. Notwithstanding anything in this Section 6 to the contrary, Seller shall be required to cause to be released, satisfied and otherwise removed of record as of the Closing Date, and shall have no right to adjourn the Scheduled Closing Date to do so, any Title Objections which are (collectively, the “Seller Exceptions”): (i) voluntarily recorded by Seller or any of the Ranger Subsidiary Entities or otherwise placed or permitted to be placed by Seller or any of the Ranger Subsidiary Entities against any of the Properties on or following the date hereof (other than with the prior written approval of Purchaser), (ii) voluntarily recorded by Seller or any of the Ranger Subsidiary Entities or otherwise placed or permitted to be placed by Seller or any of the Ranger Subsidiary Entities against any of the Properties prior to the date hereof consisting of mortgages, deeds of trust, security agreements, financing statements or other instruments which evidence or secure indebtedness (other than the Assumed Existing Indebtedness), (iii) mechanics’ liens, tax liens, real estate taxes, water rates and charges and sewer rents and taxes, each of which remain unpaid or of record as of the Closing Date, to the extent any of the foregoing are not the obligation of the Operator under its Operating Lease or a resident under the Resident Agreement, and (iv) not covered by sub-clauses (i), (ii) and (iii) above and can be satisfied and discharged of record by the payment of a liquidated sum not in excess of One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000) in the aggregate for all Title Objections (the “Monetary Seller Exception Cap”). If Seller fails to discharge and remove of record any Seller Exceptions on or prior to the Closing Date, such failure shall constitute a default by Seller hereunder, and the provisions of Section 20(b) shall apply, unless Seller elects to apply a portion of the Purchase Price otherwise payable to Seller towards the cost of discharging and removing of record such Seller Exceptions in which case Seller shall not be deemed to not have defaulted hereunder; provided, however, that in no event shall Seller be required to pay any amount in excess of the Monetary Seller Exception Cap for the discharge and removal of Seller Exceptions.

(d) If Seller shall have adjourned the Scheduled Closing Date in order to cure Title Objections in accordance with the provisions of this Section 6, Seller shall, upon the satisfactory cure thereof, notify Purchaser (such notice being, the “New Closing Notice”) and Purchaser and Seller shall promptly reschedule the Scheduled Closing Date to a date that is at least ten (10) days and not more than thirty (30) days after the earlier of Purchaser’s receipt of the New Closing Notice and the expiration of the Title Cure Period; it being agreed, however, that if any Title Objections arise between the date the New Closing Notice is given and the rescheduled Scheduled Closing Date, Seller may again adjourn the Closing for a reasonable period or periods, in order to attempt to cause such exceptions to be eliminated; provided, that Seller shall not be entitled to adjourn the new Scheduled Closing Date pursuant to this Section 6 for a period or periods in excess of forty-five (45) days in the aggregate.

(e) Seller shall cooperate in all reasonable respects with the Title Company in connection with obtaining the Title Policy. In furtherance and not in limitation of the foregoing, at or prior to the Closing, Seller, the Ranger Subsidiary Entities and/or their respective general partners or members shall deliver to the Title Company such affidavits, certificates, other instruments and documentary evidence as are reasonably requested by the Title Company, including, without limitation, such affidavits and indemnities related to work, repairs and violations with respect to the Properties and/or showing that any judgments, bankruptcies or other returns are not against Seller or any of the Ranger Subsidiary Entities if any title commitment discloses judgments, bankruptcies or other returns against other Persons having names the same or similar to that of Seller or any of the Subsidiary Entities (collectively, the “Title Affidavit”).

7. APPORTIONMENTS.

(a) With respect to the Cascade Portfolio, Grace Portfolio, Kensington Portfolio, Decathlon Portfolio and Pentathlon Portfolio, in addition to the items set forth in the remaining provisions of this Section 7, the following shall be apportioned between Seller and Purchaser as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Apportionment Date”) on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and based upon the actual number of days in the month and a 365 day year (to the extent applicable to any given Property):

(i) Monthly base rents (collectively, “Base Rents”) under the Operating Leases shall be adjusted and prorated on an if, as and when collected basis. Base Rents collected by Purchaser, New Joint Venture, or any of their direct or indirect Subsidiaries owning an interest in any Property following the Closing (collectively the “Purchaser Subsidiary Entities”) after the Closing Date from Operators who owe Base Rents for periods prior to the Closing Date as are set forth on the updated arrearage schedule to be provided by Seller to Purchaser at Closing, shall be applied, (A) first to rents due and payable for the calendar month in which the Closing occurs, (B) next to all rents due and payable for the period after the calendar month in which the Closing occurs, and (C) next to all rents due and payable for the period preceding the calendar month in which the Closing occurs. Each such amount, less reasonable out-of-pocket collection costs, shall be adjusted and prorated as provided above, and the party receiving such amount shall, within five (5) business days, pay to the other party the portion thereof to which it is so entitled.

(ii) The New Joint Venture shall, or shall cause any applicable Purchaser Subsidiary Entities to, xxxx Operators owing Base Rents for periods prior to the Closing Date as are set forth on such updated arrearage schedule, on a monthly basis and the New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, use commercially reasonable efforts to collect such past due Base Rents; provided, that such parties shall have no obligation to commence any actions or proceedings to collect any such past due Base Rents. Base Rents collected by any Purchaser Subsidiary Entity after the Closing Date to which Seller is entitled shall be paid to Seller within five (5) business days after receipt thereof by such Subsidiary Entity. The New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, provide Seller with monthly reports setting

forth the status of such collection efforts. Seller shall not take any action to pursue such Operators to collect such delinquencies.

(iii) With respect to any Operating Lease that provides for the payment of additional, participation, percentage or escalation rent based upon (A) a percentage of an Operator’s gross revenues or net operating income during a specified annual or other period or (B) increases in real estate taxes, operating expenses, labor costs, cost of living indices or xxxxxx’x wages (collectively, “Overage Rent”), such Overage Rent shall be adjusted and prorated on an if, as and when collected basis.

(iv) The New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, (A) promptly render bills for any Overage Rent payable for any accounting period that expired prior to the Closing Date, but which is to be paid after the Closing Date as are set forth on an the updated arrearage schedule to be provided by Seller to Purchaser at Closing; (B) xxxx Operators for such Overage Rent attributable to an accounting period that expired prior to the Closing Date as are set forth on such arrearage schedule, on a monthly basis; and (C) use commercially reasonable efforts in the collection of such Overage Rent; provided, that such parties shall have no obligation to commence any actions or proceedings to collect any such Overage Rent. Seller shall not take any action to pursue such Operators to collect such delinquencies. Seller shall furnish to Purchaser all information relating to the period prior to the Closing Date necessary for the billing of such Overage Rent, and the New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, deliver to Seller, concurrently with delivery to Operators, copies of all statements relating to Overage Rent for any period prior to the Closing Date, including the aforementioned updated arrearage schedule. The New Joint Venture shall, or shall cause the applicable Purchaser Subsidiary Entities to, xxxx Operators for Overage Rents for accounting periods prior to the Closing Date in accordance with and on the basis of such information furnished by Seller.

(v) Overage Rent payable for the accounting period in which the Closing Date occurs shall be apportioned between Seller and Purchaser based upon the ratio that the portion of such accounting period prior to the Closing Date bears to the entire such accounting period. If, prior to the Closing Date, any Seller or Seller Party receives any installments of Overage Rent attributable to Overage Rent for periods from and after the Closing Date, such sums (less reasonable out-of-pocket collection costs actually incurred by Seller or any Subsidiary Entity) shall be apportioned at the Closing Date. If any Purchaser Subsidiary Entity receives any installments of Overage Rent attributable to Overage Rent for periods prior to the accounting period in which the Closing Date occurs, such sums (less reasonable out-of-pocket collection costs actually incurred by Purchaser or any Subsidiary Entity) shall be paid to Seller within five (5) business days after the Subsidiary Entity receives payment thereof.

(vi) Any payment by Operators of Overage Rent shall be applied to Overage Rent then due and payable in the following order of priority: (A) first, in payment of Overage Rent for the accounting period in which the Closing Date occurs (subject to apportionment pursuant to this Section 7), (B) second, in payment of Overage Rent for the accounting period following the one in which the Closing Date occurs, and (C) third, in

payment of Overage Rent for the period preceding the accounting period in which the Closing Date occurs.

(vii) To the extent any portion of Overage Rent is required to be paid monthly by Operators on account of estimated amounts for the current period, and at the end of each calendar year (or, if applicable, at the end of each lease year or tax year or any other applicable accounting period), such estimated amounts are to be recalculated based upon the actual expenses, taxes and other relevant factors for that calendar (lease or tax) year, with the appropriate adjustments being made with such Operators, then such portion of the Overage Rent shall be prorated between Seller and Purchaser on the Closing Date based on such estimated payments (i.e., with (x) Seller entitled to retain all monthly installments of such amounts with respect to periods prior to the calendar month in which the Closing Date occurs, to the extent such amounts are as of the Closing Date estimated to equal the amounts ultimately due to Seller for such periods, (y) Purchaser entitled to receive all monthly installments of such amounts with respect to periods following the calendar month in which the Closing Date occurs, and (z) Seller and Purchaser apportioning all monthly installments of such amounts with respect to the calendar month in which the Closing Date occurs). At the time(s) of final calculation and collection from (or refund to) Operators of the amounts in reconciliation of actual Overage Rent for a period for which estimated amounts have been prorated, there shall be a re-proration between Seller and Purchaser, with the net credit resulting from such re-proration, after accounting for amounts required to be refunded to Operators, being payable to the appropriate party (i.e., to Seller if the recalculated amounts exceed the estimated amounts and to Purchaser if the recalculated amounts are less than the estimated amounts).

(viii) To the extent that any Operator, pursuant to a right contained in an existing Operating Lease, conducts an audit respecting any Overage Rent calculation (a “Rent Audit”) for an accounting period that expired prior to the Closing Date, or otherwise becomes entitled to a refund of Overage Rent with respect to a period prior to the Closing Date, Seller shall be liable for any refunds due to such Operator or shall be entitled to receive and retain any additional payments due from such Operator as the result of such Rent Audit. The results of any Rent Audit for any other accounting period shall be apportioned in the same manner as Overage Rent. Rent Audits for accounting periods that expire prior to the Closing Date shall be settled by Seller in accordance with the applicable existing Operating Lease, subject to Purchaser’s approval, which shall not be unreasonably withheld, delayed or conditioned; provided, that Purchaser’s consent to any such settlement shall not be required if the Operator as part of such settlement agrees that such settlement shall not be binding on the landlord in calculating similar amounts for subsequent years and that such Operator will not introduce any such settlement in challenging amounts due in any such subsequent year. Rent Audits for accounting periods prior to the Closing Date but extending after the Closing Date shall be settled by the Purchaser Subsidiary Entities (as controlled by the New Joint Venture) in accordance with the applicable existing Operating Lease, but Seller shall receive notice of all negotiations or proceedings in connection therewith, shall have the right to participate and/or intervene therein and shall be entitled to approve all matters to be approved by the landlord under the applicable existing Operating Lease in connection therewith, including, without limitation, settlements of any such proceedings, which approval shall not be

unreasonably withheld, delayed or conditioned as long as any such settlement includes a full and final release of the Seller as a predecessor landlord.

(ix) To the extent that any amounts are paid or payable to Seller or any Purchaser Subsidiary Entity by an Operator under an Operating Lease in advance of the period to which such expense applies, whether as a one-time payment or in installments (e.g. for real property tax escalations), such amounts shall be apportioned as provided above but based upon the period for which such payments were or are being made.

(x) To the extent any payment received from an Operator after Closing does not indicate whether the payment is for an item of Base Rent or Overage Rent, and the same cannot be clearly determined from the context of such payment, then such payment will be applied (x) first to payment of any Base Rent then due or delinquent, in accordance with paragraphs (i) and (ii) above, and (y) second to any Overage Rent then due or delinquent, in accordance with paragraphs (iii)-(ix) above.

(xi) Debt service payable on the Existing Loans (as hereinafter defined) shall be apportioned as provided above.

(b) With respect to the Ranger Portfolio:

(i) Not later than five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement that shall set forth the estimated Ranger Closing Net Working Capital (“Estimated Ranger Closing Net Working Capital Statement”). For purposes hereof, “Ranger Closing Net Working Capital” means an amount equal to (i) the current assets of FC Ranger and Ranger Properties Co and its subsidiaries on a consolidated basis (excluding deferred Tax assets), less (ii) the current liabilities of the FC Ranger and Ranger Properties Co and its subsidiaries on a consolidated basis (excluding deferred Tax liabilities), as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date, each as calculated in accordance with the policies, procedures and methodologies contained on Exhibit C attached hereto. For the avoidance of doubt, any costs or expenses of FC Ranger and Ranger Properties Co and its subsidiaries incurred (whether or not billed) in connection with the transactions contemplated by this Agreement but not paid prior to the Closing shall be current liabilities of FC Ranger and Ranger Properties Co for purposes of determining Ranger Closing Net Working Capital.

(ii) If the Estimated Ranger Closing Working Capital (A) exceeds the amount specified as the “Reference Net Working Capital” on Exhibit C attached hereto (the “Reference Net Working Capital”), then the cash consideration payable at Closing in respect of the Ranger Portfolio pursuant to Section 4 will be increased by the amount of such excess or (B) is less than the Reference Net Working Capital, then the cash consideration payable at Closing in respect of the Ranger Portfolio pursuant to Section 4 will be decreased by the amount of such deficit.

(iii) Within one hundred twenty (120) days after the Closing Date, Purchaser shall prepare in good faith, and deliver to the Stakeholder Representatives, a statement that shall set forth the Ranger Closing Net Working Capital (the “Closing Ranger

Net Working Capital Statement”). The Closing Ranger Net Working Capital Statement shall be prepared in accordance with accounting principles, policies and practices used in the preparation of the Estimated Ranger Net Working Capital Statement. Following delivery of the Closing Ranger Net Working Capital Statement, the Stakeholder Representatives shall have reasonable access to the work papers and other materials used by Purchaser in the preparation of the Closing Ranger Net Working Capital Statement.

(iv) The Closing Ranger Net Working Capital Statement shall be final, conclusive and binding on the Parties unless the Stakeholder Representatives provide a written notice (a “Dispute Notice”) to Purchaser no later than thirty (30) days after delivery of the Closing Ranger Net Working Capital Statement setting forth in reasonable detail any item on the Closing Ranger Net Working Capital Statement that the Stakeholder Representatives believe has not been prepared correctly in accordance with Exhibit C. Any item to which no dispute is raised in the Dispute Notice shall be final, conclusive and binding on the Parties.

(v) Purchaser and the Stakeholder Representatives will attempt to resolve the items raised in a Dispute Notice in good faith for a period of twenty (20) days following the delivery of a Dispute Notice. During such twenty (20) day period, the Stakeholder Representatives and their representatives shall have reasonable access to, and be able to make copies of, the work papers used by Purchaser in the preparation of the Closing Ranger Net Working Capital Statement, and shall have reasonable access to Purchaser’s personnel and representatives who assisted in the preparation of the Closing Ranger Net Working Capital Statement. Amounts resolved by such attempts within the twenty (20) day period will be deemed to have been finally resolved for purposes of the Dispute Notice and shall be final, conclusive and binding on the Parties. If Purchaser and the Stakeholder Representatives are unable to resolve all disputed items in the Dispute Notice within the twenty (20) day period, Purchaser and the Stakeholder Representatives will submit the disputed items (together with the Closing Ranger Net Working Capital Statement and the Dispute Notice (as modified to reflect any mutually agreed upon resolution to any one or more items)) for determination to KPMG LLP or such other nationally recognized independent auditor as may be mutually agreed between Purchaser and the Stakeholder Representatives (the “Auditor”) as promptly as practicable, and not later than ten (10) days after the expiration of the twenty (20) day period. Purchaser and the Stakeholder Representatives shall use commercially reasonable efforts to cause the Auditor to render its decision within forty-five (45) days (and in any event as soon as practicable) after the submission to the Auditor of the disputed items, including by promptly complying with all reasonable requests by the Auditor for access to working papers, information, books, records and similar items and personnel and representatives of the Parties and their Affiliates to the extent practicable. The Auditor will review only those items and amounts specifically submitted by Purchaser and the Stakeholder Representatives. The Auditor’s determination shall be (i) in writing, (ii) furnished to each of the Parties within forty-five (45) days, to the extent practicable, and in any event as promptly as practicable, after the items or amounts in dispute have been referred to the Auditor, (iii) made in accordance with this Section 7(b)(v), and (iv) final, conclusive and binding on the Parties. Nothing herein will be construed as to authorize or permit the Auditor to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentence. The fees and expenses of the Auditor with

respect to the dispute referred to in this Section 7(b)(v) shall be borne by Purchaser and the Stakeholder Representatives in proportion to the Auditor’s determination of the Ranger Closing Net Working Capital relative to Purchaser’s and the Stakeholder Representatives’ respective calculations of the Ranger Closing Net Working Capital, as submitted to the Auditor.

(vi) Promptly, and in any event no later than the fifth (5th) Business Day, after final determination of each of the Ranger Closing Working Capital in accordance with Section 7(b)(iv) and/or Section 7(b)(v) (the “Final Closing Ranger Net Working Capital”), the cash consideration paid at Closing in respect of the Ranger Portfolio pursuant to Section 4 shall be adjusted as follows:

(1) If the Final Closing Ranger Net Working Capital is greater than the Estimated Closing Ranger Net Working Capital, Purchaser shall pay the amount of such excess to the Stakeholder Representatives on behalf of the Ranger Sellers, to be distributed to the Ranger Sellers in accordance with the statement provided pursuant to Section 41(g).

(2) If the Estimated Closing Ranger Net Working Capital is greater than the Final Closing Ranger Net Working Capital, the Stakeholder Representatives, on behalf of the Ranger Sellers, shall cause the amount of such excess to be paid to Purchaser from the Holdback Escrow Account in accordance with the terms set forth in the Holdback Escrow Agreement; provided, that, for the avoidance of doubt, any such payment shall not be considered a payment with respect to an indemnification claim or count towards the limit on such payments by Seller pursuant to Section 11(k)(iii)(2).

(vii) In addition to the adjustment set forth in Section 7(b)(ii), the cash consideration payable at Closing in respect of the Ranger Portfolio pursuant to Section 4 shall be adjusted as follows:

(1) decreased (with respect to any positive number) or increased (with respect to any negative number), as applicable, by (A) the product of (I) the capital expenditures budget for the Ranger Portfolio for the calendar year 2014 that was previously provided by Seller to Purchaser (in the aggregate amount of $2,584,094) multiplied by (II) the 2014 Pro Rata Portion minus (B) amounts expended by Seller in calendar year 2014 prior to the Closing Date for such budgeted capital expenditures for the Ranger Portfolio. “2014 Pro Rata Portion” means a fraction, the numerator of which is the number of days in calendar year 2014 preceding the Closing Date and the denominator of which is 365;

(2) decreased by the excess (if any) of (I) the lesser of (A) the aggregate cost of immediate repair conditions listed on the property conditions reports obtained by Purchaser in connection with the transactions contemplated in this Agreement with respect to the Ranger Properties (other than the Ranger Properties known as Garden Estates of Temple and Garden Estates of Tyler) and (B) $400,000 over (II) amounts expended by Seller prior to the Closing Date for such immediate repair conditions; and

(3) decreased by the aggregate cost of the unperformed items set forth on Exhibit A to Schedule 3(f) with respect to the Ranger Properties known as Garden Estates of Temple and Garden Estates of Tyler.

(c) The New Joint Venture shall have no right to receive any rental insurance proceeds which relate to the period prior to the Closing Date and, if any such proceeds are delivered to any Purchaser Subsidiary Entity post-closing for the period prior to the Closing Date, the New Joint Venture shall cause the applicable Purchaser Subsidiary Entity, within five (5) business days following receipt thereof, to pay the same to Seller.

(d) Within thirty (30) days following the Effective Date, Seller shall deliver to Purchaser a preliminary closing statement (the “Preliminary Closing Statement”) which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for in Section 7(a), and such net due amount will be added to or subtracted from the cash balance of the Purchase Price to be paid to Seller at the Closing pursuant to Section 4, as applicable. Not later than two (2) business days prior to the Scheduled Closing Date, Seller and Purchaser shall agree on any revisions necessary to the Preliminary Closing Statement which Preliminary Closing Statement, as revised (the “Closing Statement”), shall be the basis on which adjustments pursuant to Section 7(a) shall be made as of the Closing Date. Not later than the first (1st) anniversary of the Closing Date, Seller and Purchaser will jointly prepare a final closing statement reasonably satisfactory to Seller and Purchaser in form and substance (the “Final Closing Statement”) setting forth the final determination of the adjustments and prorations provided for in Section 7(a) and setting forth any items which are not capable of being determined at such time (and the manner in which such items shall be determined and paid). The net amount due Seller or Purchaser, if any, by reason of adjustments to the Closing Statement as shown in the Final Closing Statement, shall be paid in cash by the party obligated therefor within five (5) business days following that party’s receipt of the approved Final Closing Statement; provided that any amount owed to Purchaser may be paid to Purchaser from the Holdback Escrow Account in accordance with the terms set forth in the Holdback Escrow Agreement; provided, that, for the avoidance of doubt, any such payment shall not be considered a payment with respect to an indemnification claim or count towards the limit on such payments by Seller pursuant to Section 11(k)(iii)(2). The adjustments, prorations and determinations agreed to by Seller and Purchaser in the Final Closing Statement shall be conclusive and binding on the parties hereto except for any items which are not capable of being determined at the time the Final Closing Statement is agreed to by Seller and Purchaser, which items shall be determined and paid in the manner set forth in the Final Closing Statement and except for other amounts payable hereunder pursuant to provisions which survive the Closing. Prior to and following the Closing Date, each party shall provide the other with such information as the other shall reasonably request (including, without limitation, access to the books, records, files, ledgers, information and data with respect to the Properties, Seller and the Purchaser Subsidiary Entities during normal business hours upon reasonable advance notice) in order to make the preliminary and final adjustments and prorations provided for in Section 7(a).

(e) If any payment to be made after Closing under this Section 7 shall not be paid when due hereunder, the same shall bear interest (which shall be paid together with the applicable payment hereunder) from the date due until so paid at a rate per annum equal to the Prime Rate (as such rate may vary from time to time) as reported in The Wall Street Journal plus

5% (the “Default Rate”). To the extent a payment provision in this Section 7 does not specify a period for payment, then for purposes hereof such payment shall be due within five (5) business days of the date such payment obligation is triggered.

(f) The provisions of this Section 7 shall survive the Closing.

8. INTENTIONALLY OMITTED.

9. COVENANTS OF SELLER.

(a) During the period from the date hereof until the Closing Date, except as otherwise provided in this Agreement or consented to in writing by Purchaser, Seller shall, and shall cause the Ranger Subsidiary Entities to:

(i) maintain in full force and effect the insurance policies currently in effect with respect to the Properties (or replacements continuing similar coverage);

(ii) name the New Joint Venture as an additional insured on each of insurance policies with respect to the Properties with respect to business interruption or rental loss insurance coverage in order to allow the New Joint Venture to receive payment for the post-Closing loss of rent in the event any tenants (including any Operators) are entitled to any rent abatements or to terminate their applicable lease resulting from any pre-Closing Casualty;

(iii) operate, manage and maintain the Properties and the Ranger Subsidiary Entities (to the extent Seller or any of the Seller Parties has such control) in the ordinary course of business in a manner consistent in all material respects with past practice and applicable Legal Requirements, including Health Care Laws, provided that the maintenance of the Properties shall be subject to ordinary wear and tear and neither Seller nor any of the Ranger Subsidiary Entities shall be required to make any capital improvement or replacement to the Properties;

(iv) perform all of their obligations under the Operating Leases and Resident Agreements and other agreements of Seller and the Ranger Subsidiary Entities in all material respects;

(v) promptly notify Purchaser of all violations, judgments, claims and litigation affecting Seller, any of the Ranger Subsidiary Entities and/or any of the Properties;

(vi) promptly notify Purchaser of, and promptly deliver to Purchaser a copy of, any written notice Seller, any of the Ranger Subsidiary Entities or any Seller Party actually receives, on or before the Closing, from any Governmental Authority, concerning any alleged violation of Health Care Laws at the Properties that has not been previously disclosed in writing by Seller to Purchaser;

(vii) promptly notify Purchaser of, and promptly deliver to Purchaser a copy of, any written notice Seller, any of the Ranger Subsidiary Entities or any Seller Party actually receives, on or before the Closing, from any Governmental Authority, concerning any environmental condition affecting any of the Properties or any alleged violation of Environmental Law at the Properties that has not been previously disclosed in writing by Seller to Purchaser;

(viii) make the debt service payments required under the Existing Loan Documents (as hereinafter defined) and otherwise comply with the borrower’s obligations thereunder in all material respects;

(ix) intentionally omitted;

(x) promptly (and in any case within five (5) business days) provide written notice to Seller if any Ranger Subsidiary Entity enters into any management Contract with Senior Lifestyle Corporation (“SLC”) as the manager of any Ranger Properties in replacement of Prestige Healthcare Management, which notice shall include a true and correct copy of such Contract; and

(xi) obtain an extended reporting period (ERP) insurance policy with respect to the underlying and excess general liability and professional liability policies with respect to the Ranger Portfolio currently maintained by the Sellers or the Ranger Subsidiary Entities and any other underlying or excess general liability or professional liability policies with respect to the Ranger Portfolio required to be obtained on or prior to the Closing Date pursuant to the terms of this Agreement or the JV Agreement, in each case with a zero dollar ($0) deductible and from the insurance provider providing such policies.

(b) During the period from the date hereof until the Closing Date, Seller shall not, and shall cause the Subsidiaries Entities not, to the extent the same would be binding on or affect any of the Properties, the Ranger Subsidiary Entities or the Interests or any owner thereof after the Closing, without Purchaser’s prior written approval:

(i) enter into any new Operating Lease or Ranger Operating Lease or terminate, amend or modify any existing Operating Lease or Ranger Operating Lease (except as required pursuant to its express terms);

(ii) only from and after expiration of the Due Diligence Period, apply any Rent Reserves held under Operating Leases;

(iii) except (x) in the ordinary course of business and (y) with respect to those certain new management Contracts to be entered into with SLC in replacement of Prestige Healthcare Management as the manager of certain Ranger Properties to the extent that such Contracts are in substantially the same form as the draft copies of Contracts that have been provided to the Purchaser prior to the Effective Date (collectively, the “New SLC Management Contracts”), enter into or amend or modify (1) any material Contracts with respect to any Ranger Subsidiary Entity or the Ranger Portfolio other than Contracts which, by their terms, are not terminable or cancelable as of Closing or at any time within thirty (30) days without penalty, cost or liability or (2) any material Contracts with

respect to any Non-Ranger Property; provided that Purchaser shall not unreasonably withhold its consent to any amendment or modification to any management Contract with SLC in effect as of the Effective Date if such amendment or modification amends such existing management Contracts to conform the same to the provisions of the New SLC Management Contracts except for the management fee structure, which may not conform to the New SLC Management Contracts but such change shall not result in an aggregate management fee, for all Ranger Properties currently managed by SLC, in excess of the aggregate management fee which is currently effective for the Ranger Properties currently managed by SLC as set forth in the budget for calendar year 2014;

(iv) hire any employees;

(v) subject any of the Properties, or consent, to any additional liens, encumbrances, covenants, restrictions or easements other than Permitted Encumbrances;

(vi) apply for or consent to any zoning change, variance, subdivision, lot line adjustment or similar change with respect to any of the Properties;

(vii) make, revoke or change any material Tax election or method of Tax accounting, file an amended Tax Return or a claim for refund of Taxes, enter into any ruling request, closing agreement, or similar agreement with respect to Taxes, settle or compromise, or consent to, any claim or assessment relating to Taxes, or extend or waive the statute of limitations for any such claim or assessment;

(viii) make any voluntary prepayments of principal under any of the Existing Loans; or

(ix) amend or modify any of the Existing Loan Documents other than as may be required or permitted in accordance with Section 38.

(c) Whenever in clauses (i), (iii) and (vi) of Section 9(b) Seller is required to obtain Purchaser’s approval with respect to any transaction described therein, Purchaser’s consent shall not be unreasonably withheld, and if Purchaser fails to notify Seller of its disapproval within five (5) business days after receipt of Seller’s written request therefor, Purchaser shall be deemed to have approved same.

(d) To the extent any of the actions described in the foregoing Sections 9(a) or 9(b) are undertaken by any Operating Tenant and/or Operators and neither Seller nor any Subsidiary Entity has the right to consent to such action pursuant to the terms of the applicable Operating Lease, other lease, management agreement or otherwise, then the consummation of such action by such Operating Tenant and/or Operator shall not be deemed to be a breach of the foregoing Sections 9(a) or 9(b).

(e) Cooperation with Audit. Seller acknowledges that Purchaser may be, or, subject to Section 28, may assign all of its right, title and interest in and to this Agreement to an assignee that may be affiliated with a publicly registered company (“Registered Company”) promoted by Purchaser. Seller acknowledges that it has been advised that if Purchaser is affiliated with a Registered Company, Purchaser may be required to make certain filings with the

Securities and Exchange Commission (the “SEC Filings”) that relate to the three (3) most recent pre-acquisition fiscal years (the “Audited Years”) and the current fiscal year through the date of acquisition (the “stub period”) for each Property. To assist Purchaser in preparing the SEC Filings, Seller covenants and agrees to use commercially reasonable efforts to provide Purchaser with the following within five (5) Business Days prior to the expiration of the Due Diligence Period and any time thereafter until the first anniversary of the Closing Date: (i) access to bank statements for the Audited Years and stub periods; (ii) rent roll as of the end of the Audited Years and stub periods; (iii) operating statements for the Audited Years and stub periods; (iv) access to the general ledger for the Audited Years and stub periods; (v) cash receipts schedule for each month in the Audited Years and stub periods; (vi) access to invoices for expenses and capital improvements in the Audited Years and stub periods; (vii) accounts payable ledger and accrued expense reconciliations; (viii) check register for the Audited Years and stub periods and the three months thereafter; (ix) all leases and 5-year lease schedules; (x) copies of all insurance documentation for the Audited Years and stub periods; (xi) copies of accounts receivable aging as of the end of the Audited Years and stub periods along with an explanation for all accounts over thirty (30) days past due as of the end of the Audited Years and stub periods; (xii) signed representation letter in the form attached hereto as Exhibit D (the “Representation Letter”), with such modifications as may reasonably be required to such form to substitute the income tax basis method of accounting for GAAP for any Representation Letter delivered with respect to any Non-Ranger Property; (xiii) all organizational documents of Seller; (xiv) confirmation of all cash receivables and payables for the Audited Years and the stub periods; (xv) all information related to financial statement footnotes; and (xvi) to the extent necessary, the information set forth in the letter in the form attached hereto as Exhibit E (the “Audit Letter”). Purchaser shall reimburse Seller for any reasonable and documented out-of-pocket third-party expenses incurred by Seller in connection complying with the obligations set forth in the previous sentence. Seller also agrees to deliver to Purchaser a signed Representation Letter and the foregoing requested information within five (5) Business Days prior to Closing, and such delivery shall be a condition to Closing. Seller acknowledges receipt of a sample audit request deliverables checklist provided by Purchaser for Seller’s review. Purchaser understands that not all of the items listed thereon may be applicable to Seller and the Properties, but Seller agrees to use commercially reasonable efforts to deliver or otherwise make available at the Properties the items listed thereon to the extent applicable and requested by Purchaser’s auditor. Notwithstanding any language to the contrary set forth herein, Purchaser agrees to engage Purchaser’s auditor at its sole cost and expense and to reimburse Seller for the fees and expenses actually charged by Seller’s auditor in assisting Purchaser’s auditor with the foregoing audit and SEC Filings (not to include the cost of Seller’s audited consolidated financial statements or other fees or expenses which Seller would have incurred regardless of the foregoing audit and SEC filing requirements). Seller shall not incur any additional liability to Purchaser as a result of any information provided pursuant to this Section 9(e) that Seller would not otherwise have been subject to absent this Section 9(e); provided that this sentence shall in no way release or limit any liability that Seller may otherwise have pursuant to Section 11. The provisions of this Section 9(e) shall survive Closing.

(f) Commercially Reasonable Efforts; Cooperation. Seller shall (i) use commercially reasonable efforts prior to Closing to obtain any consents, approvals, exemptions and authorizations of third parties, including Governmental Authorities and Third Party Payors, to the transactions contemplated hereby, (ii) cooperate with Purchaser following the Closing to

obtain any such consents, approvals, exemptions and authorizations to the extent that they have not yet been obtained, and (iii) notify any third parties, including Governmental Authorities and Third Party Payors, of the transactions contemplated hereby, in each case to the extent such consent or notification is required pursuant to any written agreement of Seller or any Ranger Subsidiary Entity, is required by applicable Legal Requirements, including Health Care Laws, or is necessary for the continued operation of the Properties under the full scope of their current licensure.

(g) Purchaser’s Disclosures. Seller acknowledges that Purchaser is the subsidiary of a Real Estate Investment Trust (“REIT”) and that, as such, it is subject to certain filing and reporting requirements in accordance with federal laws and regulations, including regulations promulgated by the Securities and Exchange Commission. Accordingly, and notwithstanding any provision of this Agreement or the provisions of any other existing agreement between the parties hereto to the contrary, Purchaser may publicly file, disclose, report or publish any and all information related to this Agreement that may be reasonably interpreted as being required by applicable Legal Requirements.

(h) No Shop. Between the date hereof and the Closing Date (or the date of any earlier termination of this Agreement), Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Party.

10. CONDITIONS TO CLOSING.

(a) Conditions to Obligations of Seller. The obligation of Seller to consummate the Closing shall be subject to the fulfillment (or, in Seller’s sole discretion, written waiver by Seller) at or prior to the Closing Date of the following conditions:

(i) Representations and Warranties. The representations and warranties of Purchaser contained in Section 11(h) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct has not had, or would not be reasonably expected to have, either individually or in the aggregate, a material adverse effect on Purchaser’s ability to consummate the transactions contemplated hereby.

(ii) Performance of Obligations. Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required to be performed or complied with by it under this Agreement on or prior to the Closing Date. Purchaser shall have satisfied all of its obligations pursuant to Sections 17(b) and (c).

(iii) Lender Consent. The Existing Lender Consent (as hereinafter defined) for all Existing Loans has been obtained in accordance with the provisions of Section 38.

(iv) Regulatory Approvals. The governmental approvals, consents, and authorizations (as defined in Section 10(b)(xi)) that are required by the applicable Governmental Authorities set forth on Schedule 10(b)(xi), pursuant to applicable laws, regulations, or agency guidance, for closing on the transactions contemplated hereby, shall have been made or obtained, as subject to conditions customarily imposed, if any, by such Governmental Authorities with respect to such transactions.

If any of the conditions to Seller’s obligations to close under this Agreement are not satisfied on and as of the then scheduled Closing Date and such failure is not otherwise a result of any default by Purchaser (in which event Seller would be afforded the rights under Section 20(a) hereof) or Seller (in which event Purchaser would be afforded the rights under Section 20(b) hereof) under this Agreement, then Seller may elect to either: (a) waive such failure and proceed to Closing or (b) terminate this Agreement by written notice to Purchaser, in which event the Deposit shall be immediately returned to Purchaser and neither Seller nor Purchaser shall have any further rights or obligations to the other under this Agreement, except those arising under provisions that expressly survive such termination.

(b) Conditions to Obligations of Purchaser. The obligations of Purchaser to consummate the Closing shall be subject to the fulfillment (or, in Purchaser’s sole discretion, written waiver by Purchaser) at or prior to the Closing Date of the following conditions:

(i) Representations and Warranties. The representations and warranties of Seller (1) contained in Section 11(d) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct as of that specified date) and (2) contained in Sections 11(c) and 11(e) shall be true and correct (without regard to any qualifications as to materiality or material adverse effect (or any correlative terms)) as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date,

which shall be true and correct in all respects as of that specified date), except where the failure of such representations and warranties to be true and correct has not had, or would not be reasonably expected to have, either individually or] in the aggregate, a Material Adverse Effect. As used in this Agreement, the term “Material Adverse Effect” means any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts that (A) is or could reasonably be expected to be (individually or in the aggregate) materially adverse to the business, condition (financial or otherwise), assets, liabilities, results of operations of the of the Ranger Subsidiary Entities or the Properties taken as a whole or (B) has or could reasonably be expected to (individually or in the aggregate) result in Losses to the Purchaser or a decrease in the aggregate value of the Ranger Subsidiary Entities and the Properties in an aggregate amount equal to or greater than $70,000,000; provided, in each case, that no adverse event, change, development, effect, condition, circumstance, matter, occurrence or state of facts shall be deemed either individually or in the aggregate to constitute, or be taken into account in determining whether there has been or would be a Material Adverse Effect if it results from or arises out of: (I) the execution, delivery, announcement of this Agreement or pendency of the Asset Acquisitions or Interest Acquisitions, including any adverse change in customer, employee, supplier, financing source, licensor, licensee, sub-licensee, stockholder, joint venture partner or similar relationship, including as a result of the identity of Purchaser; (II) changes in general economic, business, regulatory, political or market conditions or in national or global financial markets or in global, national or regional political conditions; (III) any natural disaster, acts of terrorism, armed hostilities or war or any escalation or worsening thereof; (IV) any changes in United States generally accepted accounting principles (“GAAP”) or applicable Laws or interpretations thereof; (V) general changes or developments in any of the industries in which the Ranger Subsidiary Entities operate; (VI) any action taken by Seller, the Stakeholder Representatives, or which Seller causes to be taken by any of its Affiliates, in each case which is required or permitted by this Agreement or (VII) any actions taken (or omitted to be taken) at the written request of Purchaser or with Purchaser’s written consent, except with respect to clauses (II), (III), (IV) and (V), to the extent (and only to the extent) that the Ranger Subsidiary Entities and the Properties are not materially disproportionately impacted by such events in comparison to others in the industry in which they operate.

(ii) Performance of Obligations. Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required to be performed or complied with by it under this Agreement on or prior to the Closing Date. Seller shall have satisfied all of its obligations pursuant to Section 17(a) and Section 17(c).

(iii) Title. Title to each of the Properties shall be free and clear of all liens, security interests, pledges or other similar encumbrances, other than the Permitted Encumbrances and as expressly permitted pursuant to this Agreement. Furthermore, at Closing, the Title Company shall be irrevocably and unconditionally committed to issue a 2006 ALTA form owner’s title insurance policy, with extended coverage (but subject to the Permitted Encumbrances), in the full amount of the Purchase Price applicable to each of the Properties, insuring marketable fee title to the Properties vested in Purchaser or the applicable Purchaser Subsidiary Entity, subject only to the payment of the premium therefor, the

Permitted Encumbrances and those other exceptions approved by Purchaser in accordance with this Agreement.

(iv) Estoppel Certificates. Seller shall have obtained and delivered to Purchaser the Required Purchaser Estoppel Certificates in accordance with the provisions of Section 36.

(v) Intentionally Omitted.

(vi) Lender Consent; No Defaults under Existing Loans. The Existing Lender Consent for all Existing Loans shall have been obtained in accordance with the provisions of Section 38, and no monetary or material non-monetary defaults shall have occurred and be continuing under any of the Existing Loans.

(vii) Operating Leases. All of the Operating Leases and Ranger Operating Leases shall be in full force and effect, and no monetary or material non-monetary default by Seller or any Ranger Subsidiary Entity shall have occurred and be continuing under any of the Operating Leases and/or Ranger Operating Leases.

(viii) REIT Opinion. Purchaser shall have received a written “will” opinion (which may be a “reasoned” opinion) by Seller’s counsel named herein or other counsel reasonably acceptable to Purchaser, dated as of the Closing Date, that, since January 1, 2014 through the Closing Date, FC Ranger was organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its actual method of operation has enabled, and its proposed method of operation will enable, it to continue to meet the requirements for qualification and taxation as a REIT under the Code, which opinion: (1) will be subject to customary assumptions and limitations; (2) will be based on customary representations, warranties and covenants contained in an officer’s certificate executed by one or more officers of FC Ranger; and (3) will assume the correctness of opinions of counsel issued to one or more REIT entities that were owned by FC Ranger either directly or indirectly through one or more pass-through entities prior to their liquidation in 2013. Seller shall provide draft forms of the opinion and officer’s certificate required to be delivered by Seller pursuant to this Section 10(b)(viii) to Purchaser for Purchaser’s review as promptly as practicable following the date hereof, consider in good faith comments and suggestions from the Purchaser to such opinion and officer’s certificate, and Seller and Purchaser shall each cooperate with each other reasonably and in good faith to reach mutual agreement with respect to the final forms of such opinion and officer’s certificate.

(ix) Amendment of Operating Leases. Each Non-Ranger Operating Lease that provides for rent described in Section 856(d)(2) of the Code shall have been amended so that all rent payable under such Non-Ranger Operating Lease qualifies as “rents from real property” under Section 856(c)(2)(C) of the Code for all periods from and after the Closing.

(x) Intentionally Omitted.

(xi) Regulatory Approvals. The governmental approvals, consents, and authorizations that are required by the applicable Governmental Authorities set

forth on Schedule 10(b)(xi), pursuant to applicable laws, regulations, or agency guidance, for closing on the transactions contemplated hereby, shall have been made or obtained, as subject to conditions customarily imposed, if any, by such Governmental Authorities with respect to such transactions. Notices that are required by the Governmental Authorities set forth on Schedule 10(b)(xi), pursuant to applicable laws, regulations, or agency guidance, for closing on the transactions contemplated hereby, shall have been made by Seller, and any consents, authorizations, orders, permits or approvals required by such Governmental Authorities in order to operate the Properties following the Closing in a manner that is substantially similar to the current operation of the Properties shall have been obtained. The terms “approvals, consents, and authorizations” shall include written communication from the applicable Governmental Authority confirming approval, consent or authorization, as applicable, with respect to the consummation of the transactions contemplated hereby and, in the case of a Governmental Authority which does not respond to three (3) separate written communications, shall include Seller’s final communication to such Governmental Authority affirmatively stating that no further action on the part of either Purchaser, Seller, or Governmental Authority is required prior to the consummation of the transactions contemplated hereby.

If any of the conditions to Purchaser’s obligations to close under this Agreement are not satisfied on and as of the then scheduled Closing Date and such failure is not otherwise a result of any default by Seller (in which event Purchaser would be afforded the rights under Section 20(b) hereof) or Purchaser (in which event Seller would be afforded the rights under Section 20(a) hereof) under this Agreement, then Purchaser may elect to either: (a) waive such failure and proceed to Closing or (b) terminate this Agreement by written notice to Seller, in which event the Deposit shall be immediately returned to Purchaser and neither Seller nor Purchaser shall have any further rights or obligations to the other under this Agreement, except those arising under provisions that expressly survive such termination.

11. CONDITION OF THE PROPERTIES; REPRESENTATIONS.

(a) PURCHASER HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR IN THE OTHER DOCUMENTS TO BE DELIVERED AT CLOSING, NEITHER SELLER NOR ANY OTHER SELLER PARTY, NOR ANY OTHER PERSON ACTING ON BEHALF OF SELLER, NOR ANY PERSON OR ENTITY WHICH PREPARED OR PROVIDED ANY OF THE MATERIALS REVIEWED BY PURCHASER IN CONDUCTING ITS DUE DILIGENCE, NOR ANY SUCCESSOR OR ASSIGN OF ANY OF THE FOREGOING PARTIES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY ORAL OR WRITTEN REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION WARRANTIES OF HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE INTERESTS OR ANY OF THE PROPERTIES, THE PERMITTED USE OF THE PROPERTIES OR THE ZONING AND OTHER LAWS, REGULATIONS AND RULES APPLICABLE THERETO OR THE COMPLIANCE BY THE PROPERTIES THEREWITH, THE REVENUES AND EXPENSES GENERATED BY OR ASSOCIATED WITH THE PROPERTIES, OR OTHERWISE RELATING TO THE PROPERTIES OR THE TRANSACTIONS CONTEMPLATED HEREIN. PURCHASER FURTHER

ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR IN THE OTHER DOCUMENTS TO BE DELIVERED AT CLOSING, ALL MATERIALS THAT HAVE BEEN PROVIDED BY ANY OF THE SELLER PARTIES HAVE BEEN PROVIDED WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED AS TO THEIR CONTENT, SUITABILITY FOR ANY PURPOSE, ACCURACY, TRUTHFULNESS OR COMPLETENESS AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND/OR THE OTHER DOCUMENTS TO BE DELIVERED AT CLOSING, PURCHASER SHALL NOT HAVE ANY RECOURSE AGAINST SELLER OR ANY OF THE OTHER SELLER PARTIES IN THE EVENT OF ANY ERRORS THEREIN OR OMISSIONS THEREFROM. PURCHASER IS ACQUIRING THE INTERESTS BASED SOLELY ON ITS OWN INDEPENDENT INVESTIGATION AND INSPECTION OF THE PROPERTIES AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER, OR ANY OF THE OTHER SELLER PARTIES, EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY SET FORTH HEREIN AND/OR IN THE OTHER DOCUMENTS TO BE DELIVERED AT CLOSING.

(b) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN THIS AGREEMENT AND ANY OTHER AGREEMENTS ENTERED INTO IN CONNECTION WITH THE CLOSING, IT IS PURCHASING THE INTERESTS “AS IS” AND “WITH ALL FAULTS”, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (INCLUDING IN SECTIONS 10 AND 11(c)-(e), AND/OR IN THE OTHER DOCUMENTS TO BE DELIVERED AT CLOSING, BASED UPON THE CONDITION (PHYSICAL OR OTHERWISE) OF ANY OF THE PROPERTIES AS OF THE DATE OF THIS AGREEMENT, REASONABLE WEAR AND TEAR AND, SUBJECT TO THE PROVISIONS OF SECTIONS 12 AND 13 OF THIS AGREEMENT, LOSS BY CONDEMNATION OR FIRE OR OTHER CASUALTY EXCEPTED.

(i) Property Representations and Warranties (Cascade, Grace, Kensington, Decathlon and Pentathlon). With respect to the Cascade Portfolio, Grace Portfolio, Kensington Portfolio, Decathlon Portfolio and Pentathlon Portfolio, Seller hereby represents and warrants to Purchaser that:

(1) The Non-Ranger Property Owners have good and valid title to (and, in the case of owned real property, good fee simple title or, in the case of all leased property, a valid leasehold interest in), its respective Non-Ranger Property, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(2) All of the Non-Ranger Operators under the Non-Ranger Operating Leases and a description of the applicable Non-Ranger Properties with respect thereto, are listed on Schedule 11(c)(i)(2) (the “Operating Lease Rent Roll”), which Non-Ranger Operating Lease Rent Roll includes a true, accurate and complete list of the expiration date, the security, rent reserves and other deposits under each Non-Ranger Operating Lease (the “Rent Reserves”), any prepaid rents, the rental (whether fixed, minimum, escalation, percentage or additional) for such property. Except as otherwise provided for in the Operating Lease Rent Roll, (A) to Seller’s Actual Knowledge, each of the Non-Ranger

Operating Leases is valid and enforceable in accordance with its terms and is in full force and effect and (B) Seller has delivered to Purchaser true, correct, and complete copies of all Non-Ranger Operating Leases (including, without limitation, any and all modifications, extensions, amendments and supplements thereto) set forth on the Operating Lease Rent Roll. As part of the Date-Down Certificate (as hereinafter defined) delivered at Closing by Seller, the Operating Lease Rent Roll shall be updated to reflect the activity for the last complete month immediately preceding the month in which the Closing occurs.

(3) Except as set forth on the Operating Lease Rent Roll or Schedule 11(c)(i)(3), as applicable: (A) to Seller’s Actual Knowledge, no default on the part of any Non-Ranger Operator under any of the Non-Ranger Operating Leases has occurred and is continuing and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a so-called “event of default” by any Non-Ranger Operator or conditional limitation under such Non-Ranger Operating Lease and no written notice has been received by Seller or any Seller Party with respect to the same; (B) no default on the part of the landlord under any of the Non-Ranger Operating Leases has occurred and is continuing and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a so-called “event of default” by the landlord or conditional limitation under any Non-Ranger Operating Lease, as the case may be and no written notice has been received by Seller or any Seller Party with respect to the same; (C) no rent, additional rent, fees or any other charges, after being billed therefor, payable under any of the Non-Ranger Operating Leases is more than thirty (30) days in arrears of the date that the same is required to be paid under the terms of such Non-Ranger Operating Lease; (D) except as set forth on Schedule 11(c)(i)(3) with respect to year-end adjustments required pursuant to the terms of the Non-Ranger Operating Leases, no Non-Ranger Operator has claimed or asserted, or has the right to, any defenses, counterclaims, set-offs, offsets or abatements of or against the rent, additional rent, fees or any other charges payable under any of the Non-Ranger Operating Leases; (E) the landlord under each Non-Ranger Operating Lease has not received any notice (whether written or oral) from any Non-Ranger Operator under any Non-Ranger Operating Lease terminating the Non-Ranger Operating Lease, (F) the landlord under each Non-Ranger Operating Lease has not delivered to any Non-Ranger Operator under any Non-Ranger Operating Lease a notice terminating such Non-Ranger Operator’s Non-Ranger Operating Lease, and (G) all of the renewal and extension options with respect to each of the Non-Ranger Operating Leases are as set forth in the relevant Non-Ranger Operating Lease, and there are no brokerage fees due or payable in connection with any such renewal and extension (other than those which have been paid in full as of the date hereof).

(4) Intentionally Omitted.

(5) Except as set forth on the Operating Lease Rent Roll or Schedule 11(c)(i)(6), as applicable: (A) no Non-Ranger Operator has paid any rent for more than one (1) month in advance; (B) no Non-Ranger Operator has any right of first refusal, option or other preferential right to purchase the applicable Non-Ranger Property or any portion thereof or any interest therein; and (C) to Seller’s Actual Knowledge, with the exception of subleases to Operating Subtenants and subleases or licenses for de minimis spaces used for ancillary services which may be provided at any Property, there are no subtenants of any tenant under any Non-Ranger Operating Lease.

(6) Schedule 11(c)(i)(6) is an Non-Ranger Operator arrearage schedule for the Non-Ranger Operating Leases (collectively, the “Tenant Arrearage Schedule”), which Tenant Arrearage Schedule, is true, correct and complete in all material respects as of the date set forth thereon. As part of the Date-Down Certificate delivered at Closing by Seller, the Tenant Arrearage Schedule shall be updated to reflect the activity for the last complete month immediately preceding the month in which the Closing occurs.

(7) The only material Contracts or agreements that the Non-Ranger Sellers are a party to are the Internal Operating Leases, the Non-Ranger Operating Leases and the Existing Loan Documents.

(8) To Seller’s Actual Knowledge, the Non-Ranger Properties and the present use and condition of the same do not violate in any material respect any applicable deed restrictions or other covenants, restrictions or agreements, site plan approvals, zoning or subdivision regulations, urban redevelopment plans, the laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions or requirements of any Governmental Authority governing or regulating the use and operation, or otherwise applicable to, such Non-Ranger Property (including, without limitation, the establishment, construction, ownership, use or occupancy of such Non-Ranger Property or any part thereof as a skilled nursing facility, assisted living facility, independent living facility, memory care facility or other healthcare facility), as modified by any duly issued variances within Seller’s possession and control disclosed to Purchaser in writing (collectively, the “Legal Requirements”).

(9) Seller, and, to Seller’s Actual Knowledge, each member of its board of directors or managers, officers, managing employees (as such term is defined in 43 USC §1320a 5(b)), and each Non-Ranger Operator is, and at all times since the acquisition of the applicable Non-Ranger Property by the applicable Non-Ranger Seller has been, in compliance in all material respects with all applicable Health Care Laws. Neither Seller nor, to Seller’s Actual Knowledge, any Non-Ranger Operator, except for the matters set forth on Schedule 11(c)(i)(9)-1, has received since the acquisition of the applicable Non-Ranger Property by the applicable Non-Ranger Seller written notice from any Governmental Authority alleging any material violation of any applicable Health Care Law. To the Seller’s Actual Knowledge, except for the matters set forth on Schedule 11(c)(i)(9)-2, there is, and at all times since the acquisition of the applicable Non-Ranger Property by the applicable Non-Ranger Seller there has been, no legal, administrative, arbitral or other claim, proceeding, suit, action or investigation by any Governmental Authority pending or threatened in writing against or affecting the Non-Ranger Operators or the Non-Ranger Properties alleging any material failure to comply with Health Care Laws. To the Seller’s Actual Knowledge, except for the matters set forth on Schedule 11(c)(i)(9)-3, no Person has filed or threatened in writing to file against Seller or any Non-Ranger Operator any claim under any federal or state whistleblower statute, including without limitation, the Federal False Claims Act (31 U.S.C. §§3729 et seq.) with respect to the Non-Ranger Properties since the acquisition of the applicable Non-Ranger Property by the applicable Non-Ranger Seller. Neither Seller nor, to Seller’s Actual Knowledge, any Non-Ranger Operator, except for the matters set forth on Schedule 11(c)(i)(9)-4, has since the acquisition of the applicable Non-Ranger Property by the applicable Non-Ranger Seller entered into any agreements with any Governmental Authority

with respect to the Non-Ranger Properties in connection with compliance with Health Care Laws.

(A) The term “Governmental Authority” shall mean any (i) government, governmental agency, department, bureau, office, commission, board, authority, or instrumentality, or court of competent jurisdiction, in each case whether foreign, federal, state, or local or (ii) quasi-governmental authority exercising any authority under or for the account of any of the above and having jurisdiction over Seller, the Ranger Subsidiary Entities, the Operators and/or any of the Properties.

(B) The term “Health Care Law” shall mean (i) any and all applicable federal, state and local laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, and regulations of any applicable Governmental Authority (“Laws”) relating to health care or insurance fraud and abuse, including, as applicable, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b) and 41 U.S.C. §§ 51-58), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the Exclusion Laws (42 U.S.C.§§ 1320a-7 and 1320a-7a), the Program Fraud Civil Remedies Act (31 U.S.C. §§ 3801-3812), the Civil Monetary Penalties Law (42 U.S.C. §§ 1320a and 1320a-7b, and the regulations promulgated pursuant to such statutes; (ii) the federal Food, Drug & Cosmetic Act (21 U.S.C. §§ 301 et seq.), the Federal Health Care Fraud Law (18 U.S.C. § 1347) and all federal and state laws, as applicable, related to pharmacology and dispensing medicines or controlled substances, and the regulations promulgated thereunder; (iii) any and all federal, state and local Laws concerning privacy and data security for patient information, including the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d-1329d-8), as amended, and all federal and state laws concerning medical record retention, privacy, security, patient confidentiality and informed consent, and the regulations promulgated thereunder; (iv) Medicare (Title XVIII of the Social Security Act), as amended and the regulations promulgated thereunder, including, specifically, conditions of participation for skilled nursing facilities; (v) Medicaid (Title XIX of the Social Security Act) and the regulations promulgated thereunder; (vi) the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No. 108-173) and the regulations promulgated thereunder; (vii) the Patient Protection and Affordable Care Act (Pub. L. 111-148) as amended by the Health Care and Education Reconciliation Act of 2010 (Pub. L. 111-152); (viii) quality, safety and accreditation standards and requirements of all applicable state Laws or regulatory bodies; (ix) federal, state and local Laws regulating the ownership, operation or licensure of a health care facility or business, or assets used in connection therewith, including such applicable Laws relating to licenses, approvals, certificates, certificates of need, permits, consents, authorizations and variances required for the management or operation of skilled nursing facilities, assisted living facilities, independent living facilities and memory care facilities; (x) federal, state and local Laws relating to the provision of management or administrative services in connection with the practice of a health care profession, employment of professionals by non-professionals, professional fee splitting, patient brokering, patient or program charges, claims submission, record retention, certificates of need, certificates of operations and authority; (xi) federal and state Laws with respect to financial relationships between referral sources and referral recipients, including, but not limited to the federal Xxxxx Law (42 U.S.C. 1395nn et. seq.) and the regulations promulgated thereunder; and (xii) life safety codes.

(10) To Seller’s Actual Knowledge, each Non-Ranger Operator and each Non-Ranger Property, as applicable, is certified for participation and reimbursement under and has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments. To Seller’s Actual Knowledge, there is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction, limitation, or nonrenewal proceeding by any Third Party Payor, to which any such Non-Ranger Operator may presently be subject with respect to any Non-Ranger Property and which if adversely determined to such Non-Ranger Operator would have a material adverse effect on the use or operation of the Non-Ranger Properties.

(A) The term “Third Party Payor” shall mean any Government Sponsored Health Care Program, insurer, health benefit plan, health maintenance organization, preferred provider organization, employer-sponsored health plan, multi-employer welfare trust, or any other managed care program or third party payor, including any fiscal intermediary or contractor of any of the foregoing, to beneficiaries of which any Property provides goods or services.

(B) The term “Government Sponsored Health Care Program” shall mean any plan or program providing health care benefits, whether directly through insurance or otherwise, that is funded directly, in whole or part, by a Governmental Authority, whether pursuant to one or more contracts with the applicable Governmental Authority or otherwise, including Medicare, state Medicaid programs, the TRICARE program, Medicare Advantage and managed Medicaid.

(11) To Seller’s Actual Knowledge, with respect to each Non-Ranger Operator and each Non-Ranger Property, except for the matters set forth on Schedule 11(c)(i)(11), there are no threatened in writing or pending proceedings by any Governmental Authority or written notices thereof received by a Non-Ranger Operator that are reasonably likely (A) to have a material adverse impact on a Non-Ranger Operator’s ability to accept and/or retain patients or residents or operate such Non-Ranger Property for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (B) to materially modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the material Non-Ranger Permits and Licenses, or (C) to adversely and materially affect, as applicable Seller’s or any Non-Ranger Operator’s continued participation in any material Third Party Payor programs.

(12) To Seller’s Actual Knowledge, Schedule 11(c)(i)(12) sets forth the Governmental Authorities responsible for issuing the material licenses, certificates, certificates of need, and permits specifically required to own and operate each Non-Ranger Property as a skilled nursing facility, assisted living facility, independent living facility or memory care facility, as applicable, in the ordinary course of business in a manner consistent with applicable Legal Requirements, including Health Care Laws (“Non-Ranger Permits and Licenses”). Seller has delivered or made available to Purchaser true and complete copies of the copies in its possession of all current and material Non-Ranger Permits and Licenses to the extent that such permits and licenses (or copies thereof) are in the

possession or control of Seller. To Seller’s Actual Knowledge, each of such material Non-Ranger Permits and Licenses is in full force and effect.

(13) To Seller’s Actual Knowledge, Seller has delivered or made available, or has caused each Non-Ranger Operator to deliver or make available, true and complete copies of the copies in its possession of all material survey reports, waivers of deficiencies, plans of correction, and any other investigation reports issued with respect to each of the Non-Ranger Properties since the acquisition of such Property by the applicable Non-Ranger Seller to the extent that such documents (or copies thereof) are in the possession or control of Seller.

(14) Except as set forth on Schedule 11(c)(i)(14), neither Seller nor any direct or indirect holder of any direct or indirect interest in any Seller that shall receive any equity interests in New Joint Venture as all or any portion of the consideration for the Asset Acquisitions or the Interest Acquisitions (each a “Seller Rollover Investor”) (A) owns any direct or indirect ownership interest in any Non-Ranger Operator, tenant of a Non-Ranger Operator or any of their respective Affiliates or (B) is a party to any Contract other than lease arrangements with any Non-Ranger Operator, tenant of a Non-Ranger Operator or any of their respective Affiliates with respect to the Non-Ranger Properties..

(ii) Property Representations and Warranties (Ranger Portfolio). With respect to the Ranger Portfolio, Seller hereby represents and warrants to Purchaser that:

(1) The Ranger Property Owners have good and valid title to (and, in the case of owned real property, good fee simple title or, in the case of all leased property, a valid leasehold interest in), its respective Property, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(2) All of the tenants (the “Ranger Operators”) under any operating leases with respect to the Ranger Portfolio (collectively, “Ranger Operating Leases”) and a description of the applicable Properties with respect thereto are listed on Schedule 11(c)(ii)(2) (the “Ranger Operating Lease Rent Roll”), which Ranger Operating Lease Rent Roll includes a true, accurate and complete list of the expiration date, the security, rent reserves and other deposits under each Ranger Operating Lease (the “Ranger Rent Reserves”), any prepaid rents and the rental (whether fixed, minimum, escalation, percentage or additional) for such Property. Except as otherwise provided for in the Ranger Operating Lease Rent Roll, (A) each of the Ranger Operating Leases is valid and enforceable in accordance with its terms and is in full force and effect and (B) Seller has delivered to Purchaser true, correct, and complete copies of all Ranger Operating Leases (including, without limitation, any and all modifications, extensions, amendments and supplements thereto) set forth on the Ranger Operating Lease Rent Roll. As part of the Date-Down Certificate (as hereinafter defined) delivered at Closing by Seller, the Ranger Operating Lease Rent Roll shall be updated to reflect the activity for the last complete month immediately preceding the month in which the Closing occurs.

(3) With respect to each Ranger Property, the rent roll listing residents at such Ranger Property most recently provided to Seller by the applicable

manager with respect to such Ranger Property is attached hereto as Schedule 11(c)(ii)(3) (the “Ranger Resident Agreement Rent Roll”). Except as otherwise provided for in the Ranger Resident Agreement Rent Roll, to Seller’s Actual Knowledge, each of the Resident Agreements with respect to the Ranger Portfolio (collectively, “Ranger Resident Agreements”) is valid and enforceable in accordance with its terms and is in full force and effect. Seller has delivered to Purchaser true, correct, and complete copies of the form of Resident Agreements with respect to each Ranger Property. As part of the Date-Down Certificate (as hereinafter defined) delivered at Closing by Seller, the Ranger Resident Agreement Rent Roll shall be updated to reflect the activity for the last complete month immediately preceding the month in which the Closing occurs.

(4) Except as set forth on the Ranger Operating Lease Rent Roll or Schedule 11(c)(ii)(4), as applicable: (A) no default on the part of any Operator under any of the Ranger Operating Leases has occurred and is continuing and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a so-called “event of default” by any Operator or conditional limitation under such Ranger Operating Lease and no written notice has been received by Seller or any of the Ranger Subsidiary Entities; (B) no default on the part of the landlord under any of the Ranger Operating Leases has occurred and is continuing and no event has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute a so-called “event of default” by the landlord or operator or conditional limitation under the Ranger Operating Lease and no written notice has been received by Seller or any of the Ranger Subsidiary Entities with respect to the same; (C) no rent, additional rent, fees or any other charges, after being billed therefor, payable under the Ranger Operating Lease is more than thirty (30) days in arrears of the date that the same is required to be paid under the terms of such Operating Lease; (D) with respect to year-end adjustments required pursuant to the terms of the Ranger Operating Lease, no Operator has claimed or asserted, or has the right to, any defenses, counterclaims, set-offs, offsets or abatements of or against the rent, additional rent, fees or any other charges payable under the Ranger Operating Lease; (E) the landlord under the Ranger Operating Lease has not received any notice (whether written or oral) from any Operator under any Operating Lease terminating the Ranger Operating Lease, (F) the landlord under the Ranger Operating Lease has not delivered to any Operator under the Ranger Operating Lease a notice terminating such Operator’s Ranger Operating Lease, and (G) all of the renewal and extension options with respect to the Ranger Operating Lease are as set forth in the relevant Ranger Operating Lease, and there are no brokerage fees due or payable in connection with any such renewal and extension (other than those which have been paid in full as of the date hereof).

(5) Except as set forth on the Ranger Resident Agreement Rent Roll or Schedule 11(c)(ii)(6), as applicable: (A) to Seller’s Actual Knowledge, no rent, additional rent, fees or any other charges, after being billed therefor, payable under the Ranger Resident Agreement is more than thirty (30) days in arrears of the date that the same is required to be paid under the terms of such Ranger Resident Agreement; (B) to Seller’s Actual Knowledge, no resident has claimed or asserted in writing or has the right to, any defenses, counterclaims, set-offs, offsets or abatements of or against the rent, additional rent, fees or any other charges payable under the Ranger Resident Agreement; (C) to Seller’s Actual Knowledge, no resident has paid any rent for more than one (1) month in advance; (D) to

Seller’s Actual Knowledge, the applicable Property is not subject to any statute or other Legal Requirement (as hereinafter defined) of any kind which limits the right to increase rents, resident fees, requires the renewal of any Ranger Resident Agreement, or leases or grants a right to purchase to any resident; and (E) no resident has any right of first refusal, option or other preferential right to purchase the applicable Property or any portion thereof or any interest therein.

(6) Schedule 11(c)(ii)(6) is a resident arrearage schedule for the Ranger Resident Agreements (the “Ranger Tenant Arrearage Schedule”), which Ranger Tenant Arrearage Schedule, is true, correct and complete in all material respects as of the date set forth thereon. As part of the Date-Down Certificate delivered at Closing by Seller, the Ranger Tenant Arrearage Schedule shall be updated to reflect the activity for the last complete month immediately preceding the month in which the Closing occurs.

(7) Intentionally Omitted.

(8) Each manager of a Property in the Ranger Portfolio (each a “Manager”) is listed on Schedule 11(c)(ii)(8).

(9) Seller, each Ranger Subsidiary Entity and, to Seller’s Actual Knowledge, each member of its board of directors or managers, officers, managing employees (as such term is defined in 43 USC §1320a 5(b)) and, except as set forth on Schedule 11(c)(ii)(9), each Manager is, and at all times since the Ranger Acquisition Date has been, in compliance in all material respects with all applicable Health Care Laws. None of the Seller, the Ranger Subsidiary Entities or, to Seller’s Actual Knowledge, any such Manager have received since the Ranger Acquisition Date any written notice from any Governmental Authority alleging any material violation of any applicable Health Care Law. There is, and at all times since the Ranger Acquisition Date there has been, no legal, administrative, arbitral or other claim, proceeding, suit, action or investigation by any Governmental Authority pending or, to Sellers Actual Knowledge, threatened in writing against or affecting such Manager or a Property in the Ranger Portfolio alleging any material failure to comply with Health Care Laws. To the Seller’s Actual Knowledge, no Person has filed or threatened in writing to file against Seller, the Ranger Subsidiary Entities or any such Manager any claim under any federal or state whistleblower statute, including without limitation, the Federal False Claims Act (31 U.S.C. §§3729 et seq.) with respect to a Property in the Ranger Portfolio since the Ranger Acquisition Date. None of Seller, the Ranger Subsidiary Entities or, to Seller’s Actual Knowledge, any such Manager have since the Ranger Acquisition Date entered into any agreements with any Governmental Authority with respect to a Property in the Ranger Portfolio in connection with compliance with Health Care Laws.

(10) To Seller’s Actual Knowledge, each Ranger Subsidiary Entity and each Property in the Ranger Portfolio, as applicable, is certified for participation and reimbursement under, is in conformance in all material respects with all insurance, reimbursement and cost reporting requirements of, and, has current provider numbers and provider agreements for each material Third Party Payor program under which it is presently receiving payments. To Seller’s Actual Knowledge, there is no threatened in writing, existing or pending revocation, suspension, termination, probation, restriction,

limitation, or nonrenewal proceeding by any Third Party Payor to which any Ranger Subsidiary Entity may presently be subject with respect to any Property in the Ranger Portfolio and which if adversely determined to any of the Ranger Subsidiary Entities would have a material adverse effect on the use or operation of a Property in the Ranger Portfolio.

(11) To Seller’s Actual Knowledge, with respect to each Ranger Subsidiary Entity and each Property in the Ranger Portfolio, except for the matters set forth on Schedule 11(c)(ii)(11)-1, there are no pending proceedings by any Governmental Authority or written notices thereof received by Seller that are reasonably likely directly or indirectly, or with the passage of time (i) to have a material adverse impact on a Ranger Subsidiary Entities’ ability to accept and/or retain patients or residents or operate such Property in the Ranger Portfolio for its current use or result in the imposition of a fine, a sanction, a lower rate certification or a lower reimbursement rate for services rendered to eligible patients or residents, (ii) to modify, limit or result in the transfer, suspension, revocation or imposition of probationary use of any of the material Ranger Permits and Licenses, or (iii) to affect any Ranger Subsidiary Entities’ continued participation in any material Third Party Payor programs. To Seller’s Actual Knowledge, except as listed on Schedule 11(c)(ii)(11)-2, no consent or approval of, prior filing with or notice to, or any action by, any Governmental Authority or any other third party is required in connection with any such material Third Party Payor program, by reason of the transactions contemplated hereby, and the continued operation of each Property in the Ranger Portfolio thereafter on a basis consistent with past practices.

(12) To Seller’s Actual Knowledge, each Ranger Subsidiary Entity has timely filed or caused to be filed all material reports and xxxxxxxx required to be filed by it prior to the date hereof with respect to material Third Party Payors and all such reports and xxxxxxxx are complete and accurate in all material respects and have been prepared in material compliance with all applicable Health Care Laws governing reimbursement and payment of claims. To Seller’s Actual Knowledge, true and complete copies of such reports and xxxxxxxx since the Ranger Acquisition Date have previously been made available to Purchaser. To Seller’s Actual Knowledge, except as disclosed on Schedule 11(c)(ii)(12)-1, since the Ranger Acquisition Date each Ranger Subsidiary Entity has paid or caused to be paid all known and undisputed material refunds, overpayments, discounts or adjustments which have become due pursuant to such reports and xxxxxxxx, has not claimed or received reimbursements from Third Party Payors in excess of amounts permitted by Law, and has no material liability under any material Third Party Payor program for any refund, overpayment, discount or adjustment. Except as set forth on Schedule 11(c)(ii)(12)-2, (x) there are no pending material appeals, adjustments, challenges, audits, inquiries, litigation or notices of intent to audit with respect to such prior reports or xxxxxxxx, and (y) since the Ranger Acquisition Date no Property in the Ranger Portfolio has been audited, or otherwise examined by any material Third Party Payor. To Seller’s Actual Knowledge, there are no other reports required to be filed by a Ranger Subsidiary Entity in order to be paid under any material Third Party Payor program for services rendered, except for reports not yet due.

(13) Schedule 11(c)(ii)(13) sets forth the Governmental Authorities responsible for issuing the material licenses, certificates, certificates of need, and permits specifically required to own and operate each Property in the Ranger Portfolio as a skilled nursing facility, assisted living facility, independent living facility or memory care

facility, as applicable, in the ordinary course of business in a manner consistent with applicable Legal Requirements, including Health Care Laws (“Ranger Permits and Licenses”). Seller has delivered or made available to Purchaser true and complete copies of all current and material Ranger Permits and Licenses and each of the material Ranger Permits and Licenses is in full force and effect to the extent that such permits and licenses (or copies thereof) are in the possession or control of Seller.

(14) Seller has delivered or made available to Purchaser true and complete copies of the copies in Seller’s possession or control of all material survey reports, waivers of deficiencies, plans of correction, and any other investigation reports issued with respect to each Property in the Ranger Portfolio since the Ranger Acquisition Date and, to Seller’s Actual Knowledge, there are no other survey reports, waivers of deficiencies, plans of correction, or any other investigation reports issued with respect to any Property in the Ranger Portfolio since the Ranger Acquisition Date.

(15) To Seller’s Actual Knowledge, all licensed healthcare professionals currently providing services at a Property in the Ranger Portfolio have all required licenses and certifications necessary for such professionals to provide such services at such Ranger Property

(iii) Property Representations and Warranties (All Portfolios). Seller hereby represents and warrants to Purchaser that:

(1) Except for the matters set forth on Schedule 11(c)(iii)(1), there is no action, suit, litigation, hearing or administrative proceeding pending, or, to Seller’s Actual Knowledge, threatened in writing against any of the Properties, Seller or any of the Ranger Subsidiary Entities, in each case which is not or would not be covered by insurance and which if adversely determined to the Properties, Seller or any of the Ranger Subsidiary Entities would have a material adverse effect on the Seller’s or applicable Ranger Subsidiary Entity’s use or operation of the applicable Properties.

(2) Except for the matters set forth on Schedule 11(c)(iii)(2), there are no condemnation or eminent domain proceedings pending or threatened in writing against any of the Properties, Seller, or any of the Ranger Subsidiary Entities.

(3) Neither Seller nor any of the Ranger Subsidiary Entities have any employees, nor has Seller or any of the Ranger Subsidiary Entities had any employees at any time since the Ranger Acquisition Date.

(4) No Seller or holder of Units that will be receiving equity interests of New Joint Venture is a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder.

(5) Attached hereto as Schedule 11(c)(iii)(5) is a true, correct and complete list of all pending Tax Certiorari Proceedings filed by Seller or the Ranger Subsidiary Entities with respect to the each Property.

(6) To Seller’s Actual Knowledge, (A) all of the documents and other due diligence information provided by Seller to Purchaser for its review of the Properties, the Ranger Subsidiary Entities and the Interests constitutes all of the material documents relating to the Properties, the Ranger Subsidiary Entities and the Interests, and the ownership and operation thereof, which are in the possession of or under the control of Seller or the other Seller Parties and (B) such materials furnished to Purchaser have not been intentionally or knowingly altered or manipulated by Seller or the Seller Parties.

(7) Seller has provided to Purchaser copies of all of its most recently completed engineering and environmental reports relating to the Properties, to the extent the same are in the possession or under the control of Seller or the other Seller Parties. None of Seller, the Seller Parties or any of the Ranger Subsidiary Entities has received written notice from any Governmental Authority and neither has any Actual Knowledge that any of the Properties, or the use and operation thereof, is in violation of any laws or regulations relating to Hazardous Materials. None of Seller, the Seller Parties or any of the Ranger Subsidiary Entities has received any written notice, and neither has any Actual Knowledge, of any pending or threatened requests for information or inquiries from any Governmental Authority or any investigations, action, suits, claims or proceeding relating to the existence, generation, release, production, disposal, treatment, emission, migration, transportation or storage of any Hazardous Materials in or on any of the Properties. “Hazardous Materials” means (a) those substances included within the definitions of any one or more of the terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as such terms are defined under the Environmental Laws, or any of them, (b) petroleum and petroleum products, including, without limitation, crude oil and any fractions thereof, (c) natural gas, synthetic gas and any mixtures thereof, (d) asbestos and/or any material which contains any hydrated mineral silicate, including, without limitation, chrysotile, amosite, crocidolite, tremolite, anthophylite and/or actinolite, whether friable or non-friable (collectively, “Asbestos”), (e) polychlorinated biphenyl (“PCBs”) or PCB-containing materials or fluids, (f) radon, (g) any other hazardous or radioactive substance, material, pollutant, contaminant or waste, and (h) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental investigation, monitoring or remediation. The term “Environmental Laws” means all federal, state and local laws, statutes, ordinances and regulations, now or hereafter in effect, in each case as amended or supplemented from time to time, including, without limitation, all applicable judicial or administrative orders, applicable consent decrees and binding judgments relating to the regulation and protection of human health, safety, the environment and natural resources (including, without limitation, ambient air, surface, water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation).

(8) Schedule 11(c)(iii)(8) attached hereto accurately sets forth, as of the date hereof, all insurance policies maintained by Seller or any Ranger Subsidiary Entity with respect to the Properties. Seller has not received written notice of any uncured default with respect to any insurance policies maintained by Seller, any Ranger Subsidiary Entity or any Operator under any Operating Lease with respect to the Properties and, to Seller’s Actual Knowledge, such insurance policies are in full force and effect on the date hereof. Such policies set forth in the previous sentence are in compliance with, and fulfill all of Seller’s insurance obligations under the Operating Leases, the Existing Loan Documents

and applicable Legal Requirements, and each of these polices permits any waiver of subrogation contained in, or required by, the Operating Leases and Existing Loan Documents.

(9) Except for the indebtedness pursuant to the Existing Loans, neither the Seller nor any Ranger Subsidiary Entity has any outstanding indebtedness for borrowed money (including but not limited to any shareholder loans) and neither the Seller nor any Ranger Subsidiary Entity has guaranteed the payment or performance of the obligations of any Person other than pursuant to the Existing Loan Documents.

(10) The outstanding principal balance of each Existing Loan is set forth on Schedule 11(c)(iii)(10)-1 attached hereto. Set forth on Schedule 11(c)(iii)(10)-2 attached hereto is a true, correct and complete list of the Existing Loan Documents with respect to each Existing Loan. Seller has delivered or made available to Purchaser true, correct and complete copies of all Existing Loan Documents. Set forth on Schedule 11(c)(iii)(10)-3 are the true and accurate amounts contained in each of the reserve, escrow, and/or deposit accounts held by each lender with respect to an Existing Loan (the “Existing Loan Reserves”) as of the date hereof in connection with such Existing Loans. With respect to each Existing Loan, none of Seller, the Seller Parties or any of the Ranger Subsidiary Entities has received written notice of the occurrence of an Event of Default (as defined in the Existing Loan Documents with respect to such Existing Loan) or any other Default (as defined in the Existing Loan Documents with respect to such Existing Loan) which remains uncured, and, to Seller’s Actual Knowledge, no Event of Default or other material Default has occurred which remains uncured. All amounts due and payable to any Existing Lender under the Existing Loan Documents with respect to such Existing Loan on or prior to the date hereof have been paid as of the date hereof, and any such amounts due and payable on or prior to the Closing Date shall be paid on or before the Closing Date.

(11) Each swap, hedging or rate cap contract, agreement or instrument binding on Seller or any of the Ranger Subsidiary Entities with respect to any Existing Loan (collectively, “Hedging Instruments”) is listed on Schedule 11(c)(iii)(11) (the “Hedging Instrument List”). To Seller’s Actual Knowledge, each of the Hedging Instruments is valid and enforceable in accordance with its terms and is in full force and effect. Seller has delivered to Purchaser true, correct, and complete copies of each Hedging Instrument.

(12) To Seller’s Actual Knowledge, all licensed healthcare professionals currently providing services at the Properties have all required licenses and certifications necessary to provide services at such Property.

(13) To Seller’s Actual Knowledge, each Property is being operated as a skilled nursing facility, assisted living facility, independent living facility or memory care facility, having the number of beds or Residential Units as set forth on Schedule 11(c)(iii)(13) attached hereto.

(14) There are neither any brokerage or similar commission agreements by which Seller or any Ranger Subsidiary Entity are bound nor any commissions or other fees owed in connection with the Properties, the Operating Leases or the Resident Agreements.

(d) Fundamental Representations and Warranties. Seller hereby represents and warrants to Purchaser that:

(i) Seller and each of the Ranger Subsidiary Entities are duly organized, validly existing and in good standing under the laws of its state of organization, and has the full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement and all documents executed by Seller which are to be delivered to Purchaser at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Seller, and at the time of Closing will be the legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms, and do not and, at the time of Closing will not, violate any provision of any agreement or judicial order to which Seller, any of the Ranger Subsidiary Entities or any of the Properties is subject.

(ii)

(1) All of the issued and outstanding limited liability company interests of FC Ranger are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned directly by FC Ranger Owner, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(2) All of the issued and outstanding limited liability company interests of Ranger Properties Co. are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned directly in the following manner (x) ninety-nine percent (99%) by FC Ranger and (y) one percent (1%) by FCSAF Ranger, in each case, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(3) All of the issued and outstanding limited liability company interests of Ranger HoldCo I are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned directly by Ranger Properties Co, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(4) All of the issued and outstanding limited liability company interests of Ranger HoldCo II are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned directly by Ranger HoldCo I, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(5) All of the issued and outstanding limited liability company interests of Ranger Acquisition Co are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned directly by Ranger HoldCo II, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(6) All of the issued and outstanding limited liability company interests of each Ranger Property Owner are duly authorized, validly issued, fully paid and non-assessable, have not been issued in violation of any preemptive or similar rights, and are owned indirectly by Ranger Acquisition Co, free and clear of all liens and encumbrances except for Permitted Encumbrances.

(iii) The Persons listed on Schedule 11(d)(iii) are the only Subsidiaries of FC Ranger. Other than as set forth on Schedule 11(d)(iii), FC Ranger does not own directly or indirectly any other ownership interests, capital stock, partnership capital, other equity interests or other similar interests or any rights (contingent or otherwise) to acquire the same in any other Person. Schedule 11(d)(iii) contains a true, correct and complete organizational structure chart listing all of the Ranger Subsidiary Entities up to and including FC Ranger.

(iv) No Person or entity has any option or other right to purchase the Interests, any of the Ranger Subsidiary Entities or the Properties or any part thereof or direct or indirect interest therein (including, without limitation, the Interests).

(v) Neither Seller nor any of the Ranger Subsidiary Entities have made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s or any of the Ranger Subsidiary Entity’s creditors, suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s or any of the Ranger Subsidiary Entity’s assets, suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s or any of the Ranger Subsidiary Entity’s assets, admitted in writing its inability to pay their respective debts as they come due or made an offer of settlement, extension or composition to creditors generally.

(vi) Neither Seller, nor, to Seller’s Actual Knowledge (x) any Ranger Subsidiary Entity, or (y) any of their respective directors, officers, employees, agents, representatives and Affiliates has been since the Ranger Acquisition Date, is now, or shall be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists administered by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC “Specially Designated Nationals and Blocked Persons”) or otherwise. Neither Seller, any Ranger Subsidiary Entity nor any Person who owns an interest in Seller or any Ranger Subsidiary Entity (other than the owner of publicly traded shares) (collectively, a “Seller Sponsor Party”) has been during the five (5) years prior to the date of this Agreement, is now nor shall be at any time prior to or at

the Closing a Person with whom a U.S. Person, including a United States Financial Institution as defined in 31 U.S.C. 5312, as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists administered by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.

(vii) Neither Seller nor, to Seller’s Actual Knowledge (x) any Seller Sponsor Party, or (y) any other Person providing funds to Seller: (A) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as hereinafter defined); (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws or otherwise been in violation of any Anti-Money Laundering Laws. For purposes of this subsection (iii), the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (y) require identification and documentation of the parties with whom a Financial Institution conducts business; or (z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et. seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

(viii) Seller and each Ranger Subsidiary Entity is, and, to Seller’s Actual Knowledge, has been since the Ranger Acquisition Date, in compliance with any and all applicable provisions of the Patriot Act.

(e) Entity Representations and Warranties. Seller hereby represents and warrants to Purchaser that:

(i) Seller and each of the Ranger Subsidiary Entities are duly qualified to transact business in all jurisdictions where the ownership or leasing of their assets and the conduct of their businesses require them to be so qualified, except which would not reasonably be expected materially and adversely affect their ability to so transact or conduct their respective businesses.

(ii) Seller has delivered to Purchaser true, correct and complete copies of the charter, bylaws, partnership agreements, operating agreements, or other organizational or constituent documents (each as amended to date) of Seller and each of the Ranger Subsidiary Entities. Neither Seller nor any of the Ranger Subsidiary Entities are in

default under or in material violation of any provision of its charter, bylaws or other organizational documents.

(iii) Except with respect to Regulatory Approvals and the Existing Lender Consent, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the consummation by Seller or any of the Ranger Subsidiary Entities of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Seller, nor the consummation by Seller and the Ranger Subsidiary Entities of the transactions contemplated under this Agreement, nor compliance by Seller and any of the Ranger Subsidiary Entities with any of the terms of this Agreement will: (A) violate any provision of the organizational or governing documents of Seller or any of the Ranger Subsidiary Entities; (B) violate in any material respect any Legal Requirements to which Seller or any of the Ranger Subsidiary Entities are subject; or (C) result in the creation or imposition of any material lien or encumbrance on any of the Properties.

(iv) Since June 28, 2013 (the “Ranger Acquisition Date”) (or if formed following such date, since their respective formation), the sole and exclusive business of the Seller and the Ranger Subsidiary Entities has been the ownership, operation, leasing and development of the Properties or the ownership of direct or indirect interests in Subsidiaries owning, operating, leasing and developing the Properties, and neither Seller nor any Ranger Subsidiary Entity has engaged in any other business operations other than those related to the Properties or the ownership of direct or indirect interests therein.

(v) None of the Properties are a “plan asset” as defined in Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the sale of the Non-Ranger Properties and the Interests is not a “prohibited transaction” under ERISA.

(vi) The statements of income and balance sheets of the Seller and the Ranger Subsidiary Entities covering the annual period ending December 31, 2013 provided to Purchaser (collectively, the “Financial Statements”) (a) are true, correct and complete in all material respects, (b) were prepared in accordance with GAAP on a consistent basis throughout the periods covered thereby with respect to the consolidated Ranger Portfolio and on an income tax basis with respect to the Cascade Portfolio, Grace Portfolio, Kensington Portfolio, Decathlon Portfolio and Pentathlon Portfolio, and (c) fairly present in all material respects the financial condition of the Seller and the Ranger Subsidiary Entities as of the dates with respect to which they relate. There are no liabilities or obligations of the Seller or any of the Ranger Subsidiary Entities with respect to the time period following the Ranger Acquisition Date of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations (x) reflected or adequately reserved against on the Financial Statements dated as of December 31, 2013, (y) contemplated by or under this Agreement or incurred in connection with the transactions contemplated hereunder in compliance with the terms of this Agreement or (z) that have arisen in the ordinary course of business since December 31, 2013 and which would not reasonably be expected to materially and adversely affect Seller or the Ranger Subsidiary Entities, individually or in the aggregate.

(vii) Since the Ranger Acquisition Date, (a) except as contemplated by this Agreement, the business of the Seller and the Ranger Subsidiary Entities has been conducted in all material respects in the ordinary course of business consistent with past practice and there has not been any action or event (or the authorization thereof) that would have required the consent of Purchaser under Section 9 had such action or event occurred after the date of this Agreement, and (b) there has not occurred any change, effect, event or circumstance which would reasonably be expected to materially and adversely affect Seller or the Ranger Subsidiary Entities, individually or in the aggregate.

(viii) Neither Seller nor any of the Ranger Subsidiary Entities is, or since the Ranger Acquisition Date has been, in violation of, and, to Seller’s Actual Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) would constitute or result in a violation by Seller or any of the Ranger Subsidiary Entities of, or failure on the part of Seller or any of the Ranger Subsidiary Entities to comply with any Legal Requirement in any material respect.

(ix) Except as set forth in Schedule 11(e)(ix), none of Seller, any Seller Rollover Investor or any of their respective Affiliates is a party to any Contract with any Ranger Subsidiary Entity or otherwise with respect to the Ranger Portfolio or any part thereof.

(x) Neither Ranger Acquisition Co nor any other Ranger Subsidiary Entity has made any claim for indemnification pursuant to Section 17.2 of that certain Share and Asset Purchase and Sale Agreement, dated as of March 2, 2013 (the “Existing Ranger Acquisition Agreement”), by and between Ranger Acquisition Co, LSREF Golden Investments, LLC and the Property Sellers (as defined therein). To Seller’s Actual Knowledge, (1) the portions of the Existing Ranger Acquisition Agreement that survived the closing of the transactions contemplated by the Existing Ranger Acquisition Agreement (which include Section 11.10 and Article XVII) are in full force and effect, (2) no party to the Existing Ranger Acquisition Agreement is in default of its obligations pursuant to the Existing Ranger Acquisition Agreement or any Ancillary Document (as defined in the Existing Ranger Acquisition Agreement), and (3) there are no any breaches of any representations, warranties, covenants or agreements made by any Seller (as defined in the Existing Ranger Acquisition Agreement) in the Existing Ranger Acquisition Agreement or in any Ancillary Document (as defined in the Existing Ranger Acquisition Agreement).

(xi) Taxes. Except as set forth in Schedule 11(e)(xi):

(1) Each Ranger Subsidiary Entity and each Liquidating Partnership has timely filed, or has caused to be timely filed on its behalf (taking into account any valid extension of time within which to file), all income, franchise and other material Tax Returns required to be filed by it, and all such filed Tax Returns are true, correct and complete in all material respects. All Taxes shown to be due on such Tax Returns, and all Taxes otherwise due and payable by each Ranger Subsidiary Entity and each Liquidating Partnership, have been timely paid.

(2) All material Taxes due and payable by each Ranger Subsidiary Entity and each Liquidating Partnership have been adequately provided for in their respective financial statements (in accordance with GAAP) for all periods covered by such financial statements. No written deficiency with respect to Taxes has been proposed, asserted or assessed against any Ranger Subsidiary Entity or any Liquidating Partnership that has not been paid in full or fully resolved in favor of the taxpayer.

(3) None of the Ranger Subsidiary Entities or the Liquidating Partnerships is a party to, is bound by, or has any obligation under any Tax allocation, Tax sharing or Tax indemnification agreement or arrangement with any Person, whether or not written, pursuant to which it may have any obligation to make any payments after the Closing.

(4) None of the Ranger Subsidiary Entities has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock that was purported or intended to be governed in whole or in part under Section 355 or Section 361 of the Code.

(5) None of the Ranger Subsidiary Entities has been a member of any consolidated, combined or unitary group other than each such group of which it is a member on the date hereof. None of the Ranger Subsidiary Entities or the Liquidating Partnerships has any liability for the Taxes of any other Person (other than their own) under any state, local or foreign law, as a transferee or successor, by contract, or otherwise.

(6) No audits, investigations or other administrative or court proceedings are pending or in progress with any taxing authority or court with respect to any U.S. federal, state or local income, franchise or other material Taxes of any of the Ranger Subsidiary Entities or the Liquidating Partnerships, and no written notice thereof has been received by any of the Ranger Subsidiary Entities or the Liquidating Partnerships. To Seller’s Actual Knowledge, no issue has been raised by any taxing authority in any Tax audit within the past five years that is reasonably likely to be material to any of the Ranger Subsidiary Entities or the Liquidating Partnerships for any period after the Effective Time. None of the Ranger Subsidiary Entities or the Liquidating Partnerships has any outstanding agreements, waivers or arrangements extending the statutory period of limitations applicable to any claim for, or the period for the collection or assessment of, any U.S. federal, state or local income, franchise or other material Taxes. No claim has been made by a taxing authority in a jurisdiction where any of the Ranger Subsidiary Entities or the Liquidating Partnerships does not file Tax Returns that such Persons are or may be subject to taxation by, or required to file Tax Returns with, that jurisdiction.

(7) All material Taxes required to be withheld by any of the Ranger Subsidiary Entities or the Liquidating Partnerships (including withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446 and 3402 of the Code or similar provision under any foreign laws) have been withheld and have been or will be duly and timely paid to the proper taxing authority, and the Ranger Subsidiary Entities and the Liquidating Partnerships have complied in all material respects with applicable Tax information reporting laws.

(8) With respect to any taxable years ending on or before the Closing Date, none of the Ranger Subsidiary Entities is required to include in income any adjustment pursuant to Section 481(a) of the Code (or similar provision of state, local or foreign Law) by reason of a change in accounting method requested prior to the Closing Date or as a result of the transactions contemplated by this Agreement, and the Internal Revenue Service has not proposed any such adjustment or change in accounting method. None of the Ranger Subsidiary Entities will be required to include any item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending on or after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date, (ii) prepaid amount received on or prior to the Closing Date, (iii) cancellation of indebtedness income deferred pursuant to Section 108(i) of the Code or (iv) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state or local law).

(9) None of the Ranger Subsidiary Entities has applied for, received, or has pending any request for a ruling or determination with respect to Taxes, commenced negotiations or entered into a “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign law) or other similar agreement relating to Taxes with any Governmental Authority or entered into any other written agreement with a Governmental Authority with respect to Taxes.

(10) None of the Ranger Subsidiary Entities or the Liquidating Partnerships has participated in, or otherwise made a filing with respect to, any “reportable transaction” within the meaning of Treasury Regulations § 1.6011-4(b) (or similar provision of state, local or foreign law).

(11) For its taxable year ended December 31, 2014, FC Ranger intends to make an election to be subject to tax as a real estate investment trust (a “REIT”) pursuant to Sections 856 through 860 of the Code. Commencing with its taxable year beginning January 1, 2014, FC Ranger has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust within the meaning of Section 856 of the Code (a “REIT”), and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(12) None of the Ranger Subsidiary Entities (i) has engaged at any time in any “prohibited transaction” within the meaning of Section 857(b)(6) of the Code, (ii) has engaged in any transaction that would give rise to “redetermined rents, redetermined deductions and excess interest” described in Section 857(b)(7) of the Code or (iii) has any earnings and profits accumulated in any “non-REIT year” (within the meaning of Section 857(a)(2) of the Code). None of the Ranger Subsidiary Entities has, since its inception, incurred any liability for Tax under Sections 857(b), 860(c), 1374 or 4981 of the Code, and no event has occurred, and no condition or circumstance exists, which presents a risk that any such Tax will be imposed. Since January 1, 2014, none of the Ranger Subsidiary Entities has received rent attributable to personal property with respect to any operating lease that exceeds 15 percent of the total rent for the taxable year attributable to both the real and personal property leased under, or in connection with, such operating lease. Since January 1, 2014, none of the Ranger

Subsidiary Entities has provided any services other than services customarily furnished or rendered in connection with the rental of real property.

(13) Each Ranger Property is, and has been at all times while owned by any of the Ranger Subsidiary Entities, (i) a “qualified health care property” as defined in Section 856(e)(6)(C) of the Code, and (ii) operated and managed by a manager that qualifies, and has qualified at all times since the Ranger Acquisition Date, as an “eligible independent contractor” as defined in Section 856(d)(9)(A) of the Code. Each Ranger Property is, and has been at all times since January 1, 2014, leased on arm’s length terms to a “taxable REIT subsidiary” of any of the Ranger Subsidiary Entities pursuant to Section 856(d)(8)(B) of the Code. No event has occurred, and no condition or circumstance exists, which presents a risk that either of the foregoing sentences will not continue to be true.

(14) There are no Tax Protection Agreements in force at the Effective Date, and, as of the Effective Date, no Person has raised, or to Seller’s Actual Knowledge, threatened to raise, a claim against any of the Ranger Subsidiary Entities or the Liquidating Partnerships for any breach of any Tax Protection Agreements. As used herein, “Tax Protection Agreements” means any agreement to which any of the Ranger Subsidiary Entities or the Liquidating Partnerships is a party or otherwise subject, pursuant to which: (i) any liability to partners of any subsidiary of such Person relating to Taxes may arise, whether or not as a result of the transactions contemplated by this Agreement or (ii) such Person has agreed to (A) maintain a minimum level of debt, continue a particular debt, allocate a certain amount of debt to particular partners or members or allow particular partners or members to guarantee debt, (B) retain or not dispose of assets for a period of time that has not since expired, (C) make or refrain from making Tax elections or (D) only dispose of assets in a particular manner.

(15) FC Ranger has not taken or failed to take any action that could reasonably be expected to result in a challenge by the Internal Revenue Service or any other Governmental Entity to its status as a REIT, and no such challenge is pending or, to Seller’s Actual Knowledge, threatened. Since January 1, 2014, no subsidiary of FC Ranger is a corporation for U.S. federal income tax purposes, other than a corporation that qualifies as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code. Since January 1, 2014, each subsidiary of FC Ranger that is a partnership, joint venture, or limited liability company and which has not elected to be a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code has been treated for U.S. federal income tax purposes as a partnership or disregarded entity, as the case may be, and not as a corporation or an association taxable as a corporation.

(16) FC Ranger is treated as a corporation for U.S. federal income tax purposes and each other Ranger Subsidiary Entity is treated as a partnership or disregarded entity, other than FC Ranger Operations Holdco, LLC, LSREF Xxxxx OPS Holdings, LLC, LSREF Golden OPS Holdings, LLC, LSREF Golden Property 26 (OR) III, LLC, LSREF Husky OPS Holdings, LLC, LSREF Longhorn OPS Holdings, LLC and LSREF Texor OPS Holdings, LLC (each of which is treated as a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code). Each Liquating Partnership has been treated as a partnership or a disregarded entity for U.S. federal, state and local income tax purposes since the date of its formation.

(17) Seller has provided Purchaser with true and correct statements of the adjusted basis of personal property with respect to each of the Non-Ranger Portfolios as of December 31, 2013. Since December 31, 2013, the Non-Ranger Sellers have not acquired any material additional personal property with respect to any Non-Ranger Property.

(18) “Tax” means any: (i) federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, business, rental, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, real property, personal property, abandoned or unclaimed property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, duty, levy, assessment, or charge of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; (ii) liability for the payment of any amounts of the type described in clause (i) above arising as a result of being (or ceasing to be) a member of any affiliated, consolidated, unitary or similar group (or being included (or required to be included) in any tax return relating thereto); and (iii) liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of any express or implied obligation by law, contract or otherwise to indemnify or otherwise assume or succeed to the liability of any other Person.

(19) “Tax Returns” means any returns, declarations, reports, forms, claims for refund, information returns or statements, requests for extensions of time or other statements filed or required to be filed with any Governmental Authority with respect to Taxes, including any schedules, attachments or supplements thereto, and including any amendments thereof.

(20) “Treasury Regulations” means the income tax regulations promulgated under the Code, as amended from time to time.

(f) Seller’s Actual Knowledge. Any and all uses of the phrase, “to Seller’s Actual Knowledge” or other references to Seller’s knowledge in this Agreement, shall mean the actual knowledge of any of Xxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxx and Xxxxx Xxxxxx (the “Seller Knowledge Individuals”) as to a fact pertaining to Seller or any of the Ranger Subsidiary Entities at the time given. Seller hereby represents and warrants to Purchaser that, as of the date hereof and as of Closing, the Seller Knowledge Individuals are the individuals who have knowledge with respect to the representations and warranties set forth in this Agreement.

(g) Limitations with respect to Seller’s Representations. The representations and warranties of Seller set forth in Sections 11(c), (d) and (e) are subject to the following limitations: (i) except to the extent that any such breach results from any actions or omissions of Seller, Seller does not represent or warrant that any particular Resident Agreement, Contract or Operating Contract will be in force or effect as of the Closing or that the residents or contractors thereunder, as applicable, will not be in default thereunder and (ii) in the event that (A) prior to the Closing, Purchaser shall obtain Actual Knowledge (other than through any estoppel certificate delivered pursuant to this Agreement) of any information that is contradictory to, and would constitute the basis of a breach of, any representation or warranty of Seller and (B) Purchaser does not, prior to Closing deliver to Seller notice of such information specifying the representation, warranty or condition to which such information relates, then such

representations and warranties shall be deemed modified to conform to such provisions and Purchaser shall be deemed to have knowledge thereof, and Purchaser shall not be entitled to bring any action after the Closing Date based on such information.

(h) Purchaser Representations and Warranties. Purchaser hereby represents and warrants to Seller that:

(i) Purchaser is duly organized, validly existing and in good standing under the laws of its state of organization, and has the full power and authority to enter into and perform this Agreement in accordance with its terms. This Agreement and all documents executed by Purchaser which are to be delivered to Seller at Closing are, and at the time of Closing will be, duly authorized, executed and delivered by Purchaser, and at the time of Closing will be the legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, and do not and, at the time of Closing will not, violate any provision of any agreement or judicial order to which Purchaser is subject.

(ii) Purchaser is not now nor shall it be at any time prior to or at the Closing a Person with whom a U.S. Person, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the sanction regulations of OFAC as Specially Designated Nationals and Blocked Persons) or otherwise). Neither Purchaser nor, to Purchaser’s Actual Knowledge, any Person who owns an interest in Purchaser (other than the owner of publicly traded shares) (collectively, a “Purchaser Sponsor Party”) is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise.

(iii) Neither Purchaser nor, to Purchaser’s Actual Knowledge, any Purchaser Sponsor Party, nor any Person providing funds to Purchaser: (A) is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (B) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (C) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws.

(iv) Purchaser is in compliance with any and all applicable provisions of the Patriot Act.

(v) Purchaser is duly qualified to transact business in all jurisdictions where the ownership or leasing of its assets and the conduct of its businesses require them to be so qualified.

(vi) No filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for the consummation by Purchaser of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser of the transactions contemplated under this Agreement, nor compliance by Purchaser with any of the terms of this Agreement will: (A) violate any provision of the organizational or governing documents of Purchaser; or (B) violate any Legal Requirements to which Purchaser are subject.

(vii) There are no judgments, orders or decrees of any kind against Purchaser unpaid and unsatisfied of record, nor any actions, suits or other legal or administrative proceedings pending or, to Purchaser’s Actual Knowledge, threatened in writing against Purchaser, which would have a material adverse effect on Purchaser, its financial condition or its ability to consummate the transactions contemplated by this Agreement.

(viii) Purchaser has or will have at the Closing Date, sufficient cash, available lines of credit or other sources of immediately good funds to enable it to make payment of the Purchase Price and any other amounts to be paid by it hereunder.

(i) Purchaser’s Actual Knowledge Any and all uses of the phrase, “to Purchaser’s Actual Knowledge” or other references to Purchaser’s knowledge in this Agreement, shall mean the actual knowledge of Xxxxxx Xxxxxxxxxx (the “Purchaser Knowledge Individual”) as to a fact at the time.

(j) Survival of Representations and Warranties. The representations and warranties: (i) contained in Sections 11(d), 11(e)(xi) and 11(h)(i)-(iv) shall survive the Closing until sixty (60) days after the expiration of the applicable statute of limitations, including any extensions or waivers thereof; (ii) relating to the Non-Ranger Portfolios (except to the extent covered by the foregoing clause (i)) shall survive the Closing for a period of nine (9) months following the Closing Date; and (iii) relating to the Ranger Portfolios (except to the extent covered by the foregoing clause (i)) shall survive the Closing for a period of fifteen (15) months following the Closing Date; provided, that any claim made with reasonable specificity by the party seeking to be indemnified within the time periods set forth in this Section 11(j) shall survive until such claim is finally and duly resolved. The covenants and agreements set forth in this Agreement shall survive in accordance with their terms.

(k) Indemnification.

(i) By Purchaser. Subject to the provisions of Section 11(j), from and after the Closing, Purchaser agrees to indemnify, defend and hold harmless Seller, its Affiliates, and their respective officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (“Seller Indemnitees”) from and against all claims, losses, taxes, liabilities, damages, deficiencies, interest and penalties, costs and expenses, including, without limitation, losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation, and the costs and

expenses of enforcing the indemnification provided hereunder (hereafter individually a “Loss” and collectively “Losses”) incurred by any of the Seller Indemnitees arising out of or relating to: (1) any breach of any representation or warranty made by Purchaser in this Agreement (without regard, for purposes of this clause (1), to any qualifications as to materiality or material adverse effect (or any correlative terms)) or (2) any breach of any covenant or agreement of Purchaser contained in this Agreement.

(ii) By Seller. Subject to the provisions of Section 11(j), from and after the Closing, Seller, on a joint and several basis with respect to each Portfolio, but on a several and not joint basis across Portfolios, agrees to indemnify, defend and hold harmless (and the Escrow Amount shall be available therefore) Purchaser, its Affiliates, and their respective officers, directors, employees, shareholders, members, partners, agents, representatives, successors and assigns (collectively, “Purchaser Indemnitees”) from and against all Losses incurred by any of Purchaser Indemnitees arising out of or relating to: (1) any breach of any representation or warranty made by Seller in this Agreement (without regard, for purposes of this clause (1), to any qualifications as to materiality or material adverse effect (or any correlative terms)), (2) any breach of any covenant or agreement of Seller contained in this Agreement, (3) any breach of any covenant or agreement of any Ranger Subsidiary Entity contained in this Agreement and required to be performed or complied with by such Ranger Subsidiary Entity prior to the Closing, (4) claims asserted by third parties, but only if and to the extent such Losses first arise or accrue prior to the Closing Date, even if such claim is asserted on or after the Closing Date, and are not related to the environmental condition of the Properties (unless the Seller has actual knowledge of such claim prior to the Closing Date), or (5) any claims that the allocation of the Purchase Price amongst the Persons comprising Seller (including any allocation between cash consideration and equity consideration) pursuant to Section 4 or the amount paid to any individual Seller pursuant to Section 4(d) was not true and correct in all respects.

(iii) Limitations on Rights of Indemnitees.

(1) Purchaser shall not be required to indemnify Seller Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(i)(1) unless and until the aggregate amount of all such Losses for such matters exceeds $250,000, in which event Seller Indemnitees will be entitled to recover all Losses arising out of or relating to such matters. Purchaser’s maximum liability to Seller Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(i)(1) shall not exceed $15,000,000 in the aggregate. Notwithstanding anything to the contrary in this Agreement, the foregoing limitations in this Section 11(k)(iii)(1) shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the representations and warranties set forth in Sections 11(h)(i)-(iv).

(2) Seller shall not be required to indemnify Purchaser Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(ii)(1) unless and until the aggregate amount of all such Losses for such matters exceeds $250,000, in which event Purchaser Indemnitees will be entitled to recover all Losses arising out of or relating to such matters. Seller’s maximum liability to

Purchaser Indemnitees with respect to any claim for indemnification arising out of or relating to matters described in Section 11(k)(ii)(1) (A) with respect to any claims based upon a breach of any of the representations and warranties relating to a Non-Ranger Portfolio shall not exceed $20,000,000 in the aggregate and, with respect to any single Non-Ranger Portfolio shall not exceed the allocated portion thereof as set forth on Schedule 11(k)(iii)(2) (the “Holdback Allocated Portion”) in the aggregate, and (B) with respect to any claims based upon a breach of any of the representations and warranties relating to the Ranger Portfolio (other than Section 11(e)(xi)), shall not exceed $15,000,000 in the aggregate. Notwithstanding anything to the contrary in this Agreement, the foregoing limitations in this Section 11(k)(iii)(2) shall not apply to a claim for indemnification to the extent such claim is based upon a breach of any of the representations and warranties set forth in Section 11(d) or 11(e)(xi).

(iv) Procedure.

(1) Direct Claims. If either a Purchaser Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand, shall have a claim for indemnification hereunder (the “Indemnitee”) for any claim other than a claim asserted by a third party, the Indemnitee shall, as promptly as is practicable, give written notice to the party from whom indemnification is sought (the “Indemnitor”) of the nature and, to the extent practicable, a good faith estimate of the amount, of the claim. The failure to make timely delivery of such written notice by the Indemnitee to the Indemnitor shall not relieve the Indemnitor from any liability under this Section 11(k) with respect to such matter, except to the extent the Indemnitor is actually materially prejudiced by failure to give such notice.

(2) Third-Party Actions (Other than Tax Consents).

(A) If an Indemnitee receives notice or otherwise obtains knowledge of any matter or any threatened matter that may give rise to an indemnification claim against the Indemnitor, then the Indemnitee shall promptly deliver to the Indemnitor a written notice describing, to the extent practicable, such matter in reasonable detail. The failure to make timely delivery of such written notice by the Indemnitee to the Indemnitor shall not relieve the Indemnitor from any liability under this Section 11(k) with respect to such matter, except to the extent the Indemnitor is actually materially prejudiced by failure to give such notice. The Indemnitor shall have the right, at its option, to assume the defense of any such matter with its own counsel, but only if the Indemnitor simultaneously agrees to indemnify the Indemnitee for such matter.

(B) If the Indemnitor elects to assume the defense of and indemnification for any such matter, then:

(I) notwithstanding anything to the contrary contained in this Agreement, the Indemnitor shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys’ fees or other expenses incurred on behalf of the Indemnitee in connection with such matter following the Indemnitor’s election to assume the defense of such matter, unless (x) the Indemnitor fails to defend diligently the action or proceeding within ten (10) days after receiving notice of such failure from the Indemnitee, (y) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal

defenses available to such Indemnitee or other Indemnitees that are not available to the Indemnitor, or (z) the Indemnitee reasonably shall have concluded (upon advice of its counsel) that, with respect to such claims, the Indemnitee and the Indemnitor may have different, conflicting, or adverse legal positions or interests;

(II) the Indemnitee shall, at its own expense, make available to the Indemnitor all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of the Indemnitee’s agents and that the Indemnitor considers necessary or desirable for the defense of such matter, and cooperate in all reasonable ways with, and make its employees and advisors available or otherwise render reasonable assistance to, the Indemnitor and its agents; and

(III) the Indemnitor shall not, without the written consent of the Indemnitee, which shall not be unreasonably withheld or delayed, settle or compromise any pending or threatened litigation in respect of which indemnification may be sought hereunder (whether or not the Indemnitee is an actual or potential party to such litigation) or consent to the entry of any judgment (x) which does not, to the extent that the Indemnitee may have any liability with respect to such litigation, include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnitee of a written release of the Indemnitee from all liability in respect of such litigation, (y) which includes any statement as to or an admission of fact, culpability or a failure to act, by or on behalf of the Indemnitee, or (z) in any manner that involves any injunctive relief against the Indemnitee or may materially and adversely affect the Indemnitee.

(C) If the Indemnitor elects not to assume the defense of and indemnification for such matter, then the Indemnitee shall proceed diligently to defend such matter with the assistance of counsel reasonably satisfactory to the Indemnitor; provided, that the Indemnitee shall not settle, adjust or compromise such matter, or admit any liability with respect to such matter, without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld or delayed.

(D) The procedures in this Section 11(k)(iv)(2) shall not apply to direct claims of Seller Indemnitees or Purchaser Indemnitees or to Tax Contests, which shall be governed by Section 41(h).

(v) Tax Treatment. Seller and Purchaser (and New Joint Venture) agree to treat any indemnity payment made pursuant to this Section 11(k) as an adjustment to the purchase price for federal, state, local and foreign income tax purposes.

(vi) The provisions of this Section 11 shall survive the termination of this Agreement and the Closing.

(l) For the purpose of securing Seller’s obligations pursuant to this Agreement, including Section 11(k), and without limiting Seller’s obligations hereunder, at the Closing Purchaser shall deliver to the Escrow Agent by wire transfer of immediately available funds to an interest bearing account administered by Escrow Agent at Capital One (the “Holdback Escrow Account”) (i) the amount of (1) $20,000,000 multiplied by (2) the

“Aggregate Non-Ranger Non-Rollover Percentage” to be set forth on Schedule 11(l) to be prepared and delivered by Seller prior to Closing based on, and consistent with, the provisions of Section 41(g), the information set forth on Schedule 41(g), and the statement to be delivered pursuant to Section 41(g), in cash (the “Non-Ranger Portfolio Holdback Escrow Amount”) which shall be allocated to each Non-Ranger Portfolio in accordance with the Holdback Allocated Portion of such Non-Ranger Portfolio multiplied by the “Non-Rollover Percentage” of such Portfolio to be set forth on Schedule 11(l) and (ii) the amount of $15,000,000 multiplied by the “Non-Rollover Percentage” of the Ranger Portfolio to be set forth on Schedule 11(l) in cash (the “Ranger Portfolio Holdback Escrow Amount” and together with the Non-Ranger Portfolio Holdback Escrow Amount, the “Holdback Escrow Amount”), pursuant to one or more escrow agreements to be entered into by Purchaser, Seller and the Escrow Agent (the “Holdback Escrow Agreement”) at the Closing in the form attached hereto as Exhibit F. Following the nine-month anniversary of the Closing Date, the Escrow Agent shall release to Seller the excess, if any, of any amount of the Non-Ranger Portfolio Holdback Escrow Amount allocated to a Non-Ranger Portfolio in excess of the maximum amount of the pending good-faith indemnification claims outstanding with respect to such Non-Ranger Portfolio pursuant to Section 11(k)(ii) multiplied by applicable Non-Rollover Percentage with respect to the applicable Non-Ranger Portfolio for each claim. Following the fifteen-month anniversary of the Closing Date, the Escrow Agent shall release to Seller the excess, if any, of any amount of the Ranger Portfolio Holdback Escrow Amount in excess of the maximum amount of the pending good-faith indemnification claims outstanding with respect to the Ranger Portfolio pursuant to Section 11(k)(ii) multiplied by Non-Rollover Percentage with respect to the applicable Ranger Portfolio. The Holdback Escrow Amount shall only be used to satisfy the Non-Rollover Percentage with respect to the applicable Portfolio of the amount of indemnification claims pursuant to Section 11(k)(ii) and the remaining amount owed with respect to any such claims shall be settled as provided in the JV Agreement.

12. DAMAGE AND DESTRUCTION.

(a) If all or any part of any Property is damaged by fire or other casualty (a “Casualty”) occurring on or after the date hereof and prior to the Closing Date:

(i) if as a result of any such Casualty either (x) the Existing Lender for such Property has the right to apply casualty insurance proceeds to the prepayment of the Existing Loan for such Property pursuant to the applicable Existing Loan Agreement or (y) the Operator with respect to such Property has the right to terminate the Operating Lease with respect to such Property (each, a “Significant Casualty”), except as set forth in Section 12(d), Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such destruction or damage and Seller shall assign to the New Joint Venture and the New Joint Venture shall have the right to make a claim for and to retain any casualty insurance proceeds received under the casualty insurance policies in effect with respect to such Property on account of such Casualty and Purchaser shall receive a credit against the Purchase Price due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the applicable Property or to repair or restore any damages, in no event to exceed the amount of the loss.

(ii) if the Casualty is not a Significant Casualty, the parties shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Casualty. In such event, Seller shall assign to the New Joint Venture and the New Joint Venture shall have the right to make a claim for and to retain any casualty insurance proceeds payable under the casualty insurance policies in effect with respect to the Premises on account of such Casualty and Purchaser shall receive a credit against the Purchase Price due at Closing for the amount of the deductible on such casualty insurance policy less any amounts reasonably and actually expended by Seller to collect any such insurance proceeds or to remedy any unsafe conditions at the applicable Property or to repair or restore any damages, in no event to exceed the amount of the loss.

(b) The provisions of this Section 12 supersede any law applicable to the Properties governing the effect of fire or other casualty in contracts for real property.

(c) At Purchaser’s request, and at Purchaser’s sole cost and expense with respect to out of pocket costs and expenses incurred by Seller, Seller shall reasonably cooperate with Purchaser’s efforts after the Closing to adjust and collect any insurance claims pursuant to the terms of this Section 12.

(d) Notwithstanding anything to the contrary in this Agreement, if a Significant Casualty occurs with respect to three (3) or more Properties, then Purchaser shall have the option, exercisable in its sole discretion by written notice to Seller, to terminate this Agreement, in which case Escrow Agent shall promptly deliver the Deposit to Purchaser and neither party shall have any further rights or liabilities against or to the other with respect thereto except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof.

(e) If a Significant Casualty occurs with respect to three (3) or more Properties and Purchaser does not elect to terminate this Agreement pursuant to Section 12(d), the Closing shall occur on the later to occur of (x) the Scheduled Closing Date and (y) the tenth (10th) business day following the most recent Significant Casualty to occur, and if clause (y) applies, such tenth (10th) business day shall for all purposes hereunder be deemed the “Scheduled Closing Date”.

(f) The provisions of this Section 12 shall survive the Closing.

13. CONDEMNATION.

(a) If, prior to the Closing Date, any Property is taken, or if any Seller shall receive an official notice from any Governmental Authority having eminent domain power over any of the Properties of its intention to take, by eminent domain proceeding, any Property (a “Taking”), then:

(i) if as a result of such Taking either (x) the Existing Lender for such Property has the right to apply condemnation proceeds to the repayment of the Existing Loan for such Property pursuant to the applicable Existing Loan Agreement and such Taking exceeds the Condemnation Threshold (as defined in the applicable Existing Loan Agreement (or

a term of similar meaning in such document)) or (y) the Operator with respect to such Property has the right to terminate the Operating Lease with respect to such Property (each, a “Significant Taking”), except as set forth in Section 13(c), Purchaser and Seller shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, that Seller shall, on the Closing Date, (1) assign and remit to the New Joint Venture the net proceeds of any award or other proceeds of such Significant Taking which may have been collected by Seller as a result of such Significant Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (2) if no award or other proceeds shall have been collected, deliver to the New Joint Venture an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such Significant Taking and the New Joint Venture shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking.

(ii) if the Taking is not a Significant Taking, neither party shall have any right to terminate this Agreement with respect to such Property, and the parties shall consummate this transaction in accordance with this Agreement, without any abatement of the Purchase Price or any liability or obligation on the part of Seller by reason of such Taking; provided, that Seller shall, on the Closing Date, (x) assign and remit to the New Joint Venture the net proceeds of any award or other proceeds of such Taking which may have been collected by Seller as a result of such Taking less the reasonable expenses incurred by Seller in connection with such Taking, or (y) if no award or other proceeds shall have been collected, deliver to the New Joint Venture an assignment of Seller’s right to any such award or other proceeds which may be payable to Seller as a result of such Taking and the New Joint Venture shall reimburse Seller for the reasonable expenses incurred by Seller in connection with such Taking. Seller shall not settle any claim for compensation for a Taking without Purchaser’s prior consent.

(b) The provisions of this Section 13 supersede any law applicable to any Property governing the effect of condemnation in contracts for real property.

(c) Notwithstanding anything to the contrary in this Agreement, if a Significant Taking occurs with respect to three (3) or more Properties, then Purchaser shall have the option, exercisable in its sole discretion by written notice to Seller, to terminate this Agreement, in which case Escrow Agent shall promptly deliver the Deposit to Purchaser and neither party shall have any further rights or liabilities against or to the other with respect thereto except pursuant to the provisions of this Agreement which are expressly provided to survive the termination hereof.

(d) If a Significant Taking occurs with respect to three (3) or more Properties and Purchaser does not elect to terminate this Agreement pursuant to Section 13(c), the Closing shall occur on the later to occur of (x) the Scheduled Closing Date and (y) the tenth (10th) business day following the most recent Significant Taking to occur, and if clause (y) applies, such tenth (10th) business day shall for all purposes hereunder be deemed the “Scheduled Closing Date”.

(e) The provisions of this Section 13 shall survive the Closing.

14. BROKERS AND ADVISORS.

(a) Purchaser represents and warrants to Seller that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any broker, finder, consultant, advisor, or professional in the capacity of a broker or finder (each a “Broker”) in connection with this Agreement or the transactions contemplated hereby. Purchaser hereby agrees to indemnify, defend and hold Seller and the other Seller Parties harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable out-of-pocket attorneys’ fees and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Purchaser in connection with this Agreement or the transactions contemplated hereby.

(b) Seller represents and warrants to Purchaser that it has not dealt or negotiated with, or engaged on its own behalf or for its benefit, any Broker in connection with this Agreement or the transactions contemplated hereby. Seller hereby agrees to indemnify, defend and hold Purchaser and its direct and indirect shareholders, officers, directors, partners, principals, members, employees, agents, contractors and any successors or assigns of the foregoing (collectively with Purchaser, the “Purchaser Parties”), harmless from and against any and all claims, demands, causes of action, losses, costs and expenses (including reasonable out-of-pocket attorneys’ fees and disbursements) arising from any claim for commission, fees or other compensation or reimbursement for expenses made by any Broker engaged by or claiming to have dealt with Seller in connection with this Agreement or the transactions contemplated hereby.

15. TAX REDUCTION PROCEEDINGS.

To the extent any Seller or any of the Ranger Subsidiary Entities has the right to file and/or prosecute an application for the reduction of the assessed valuation of any of the Properties or any portion thereof for real estate taxes or a refund of property taxes previously paid (a “Tax Certiorari Proceeding”) to the applicable Governmental Authority pursuant to the applicable Operating Lease or otherwise:

(a) The applicable Subsidiary Entity shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against any of the Properties for any fiscal period prior to the fiscal year in which the Closing occurs without the prior consent of Purchaser; provided, that, Seller shall not permit any of the Subsidiary Entities to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the real estate taxes for the fiscal year in which the Closing occurs or any subsequent tax period.

(b) Purchaser and Seller (through the applicable Subsidiary Entities) shall jointly control, withdraw, settle or otherwise compromise any Tax Certiorari Proceeding

affecting real estate taxes assessed against any of the Properties for the fiscal year in which the Closing occurs, each party acting reasonably.

(c) The amount of any tax refunds (net of reasonable out-of-pocket attorneys’ fees and other reasonable out-of-pocket costs of obtaining such tax refunds) with respect to any of the Properties or portion thereof for the tax year in which the Apportionment Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Date with a prior allocation of the portion thereof which must be returned to Operators pursuant to the terms of the Operating Leases; Seller hereby agreeing to be responsible for the return of such refund to such Operators for the period up to and including the Apportionment Date and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date.

(d) If, in lieu of a tax refund, a tax credit is received with respect to any of the Properties or portion thereof for the tax year in which the Apportionment Date occurs, then (y) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of reasonable out-of-pocket attorneys’ fees and other reasonable out-of-pocket costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (z) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to Seller (and Purchaser shall have no interest therein) and, if the same shall be paid to Purchaser or anyone acting on behalf of Purchaser, same shall be paid to Seller within ten (10) days following receipt thereof and, if not timely paid, with interest thereon from the fifth (5th) day following such receipt until paid to Seller at a rate equal to the Default Rate. Seller shall promptly pay, and in any case by the date required by the applicable Governmental Authority, any taxes attributable to the period prior to the Closing Date (plus all interest and penalties thereon) which may after the Closing Date become payable. If taxes (including any interest and penalties) become payable with respect to the fiscal period in which the Closing Date occurs, and such taxes are the obligation of a Subsidiary Entity under its Operating Lease, then such amounts shall be prorated between Seller and Purchaser and Seller shall pay its share to Purchaser and Purchaser shall pay such amounts to the applicable taxing authority.

(e) The provisions of this Section 15 shall survive the Closing.

16. TRANSFER TAXES AND TRANSACTION COSTS.

(a) At the Closing, Seller and Purchaser shall execute, acknowledge, deliver and file all such returns as may be necessary to comply with the laws and regulations of all Governmental Authorities having jurisdiction over the Properties (collectively, as the same may be amended from time to time, the “Transfer Tax Laws”) (and Seller shall cooperate with respect thereto as necessary). The transfer taxes payable pursuant to the Transfer Tax Laws shall collectively be referred to as the “Transfer Taxes”. Each of Seller and Purchaser shall pay (or cause to be paid) to the appropriate Governmental Authority the Transfer Taxes payable in connection with the consummation of the transactions contemplated by this Agreement in such proportions as set forth on Exhibit G with respect to the applicable jurisdiction for each Property.

(b) Seller shall be responsible for (i) the costs of its legal counsel, advisors and other professionals employed by it in connection with the Asset Acquisitions and Interest Acquisitions, (ii) subject to Section 38, such portion as Seller and Purchaser agree of any prepayment fees or other fees payable by the borrower to any existing lender in connection with the repayment and/or assumption of any existing financing, and (iii) fifty percent (50%) of all escrow and/or related closing fees.

(c) Except as otherwise provided above, Purchaser shall be responsible for (i) the costs and expenses associated with its due diligence, (ii) the costs and expenses of its legal counsel, advisors and other professionals employed by it in connection with the Asset Acquisitions and Interest Acquisitions, (iii) all premiums and fees for title examination and title insurance and endorsements obtained and all related charges and survey costs in connection therewith, (iv) subject to Section 38, all costs and expenses incurred in connection with any financing obtained by Purchaser, including without limitation, loan fees, mortgage recording taxes, financing costs and lender’s legal fees, (v) subject to Section 38, such portion as Seller and Purchaser agree of any prepayment fees or other fees payable by the borrower to any existing lender in connection with the repayment and/or assumption of any existing financing, (vi) fifty percent (50%) of all escrow and/or related closing fees and (vii) any recording fees for documentation to be recorded in connection with the transactions contemplated by this Agreement.

(d) The provisions of this Section 16 shall survive the Closing.

17. DELIVERIES TO BE MADE ON THE CLOSING DATE.

(a) Seller’s Documents and Deliveries: On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following:

(i) with respect to each Non-Ranger Property, a duly executed and acknowledged bargain and sale deed with covenants against grantor’s acts with respect to such Property in a form that complies with the local recording requirements for the jurisdiction in which such Property is located;

(ii) with respect to each Non-Ranger Property, a duly executed xxxx of sale in the form of Exhibit H;

(iii) originals or, if originals are unavailable, copies certified to be true, correct and complete in all material respects, of the Operating Leases and Resident Agreements then in effect;

(iv) a duly executed certification as to each Seller’s and each holder of Units’ non-foreign status as prescribed in Section 21, if appropriate, in the form of Exhibit I-1 — I-3;

(v) the Title Affidavit;

(vi) a release in favor of Purchaser and the New Joint Venture for all claims for indemnification, contribution, payment or otherwise under any of

the Ranger Subsidiary Entities’ organizational documents for all periods prior to the Closing Date, in the form of Exhibit J;

(vii) each certificate which immediately prior to the Closing represented equity interests in FC Ranger, endorsed to New Joint Venture or accompanied by a duly executed stock power.

(viii) originals or, if originals are unavailable, copies, of all books, records, operating reports, financial statements, files, plans and specifications, and other materials but only to the extent in Seller’s possession that are necessary or beneficial to the continuity of ownership of the Interests, the Ranger Subsidiary Entities and the Properties, including without limitation originals of all Permits and Licenses and other material document necessary to operate the Ranger Subsidiary Entities and the Properties;

(ix) originals of the Estoppel Certificates obtained pursuant to Section 36, to the extent not previously delivered;

(x) confirmation that all Rent Reserves and Security Deposits have been transferred and are held in accounts in the name of Purchaser or the applicable Purchaser Subsidiary Entity and/or Ranger Subsidiary Entity;

(xi) a certificate dated as of the Closing Date, certifying that the condition set forth in Section 10(b)(i) is satisfied as of such date (the “Date-Down Certificate”).

(b) Purchaser’s Documents and Deliveries: On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following:

(i) Payment of the Holdback Escrow Amount to the Escrow Agent for deposit into the Holdback Escrow Account;

(ii) Payment of an amount equal to (1) the balance of the Purchase Price (i.e., the Purchase Price less the Deposit) in accordance with Section 4(c) hereof, as adjusted pursuant to Sections 6, 7 (including Section 7(b)(ii)), 12 and 13, minus (2) the Holdback Escrow Amount, payable at the Closing by 4:00 P.M., New York time, on the Closing Date in the manner required under this Agreement; and

(iii) a certificate dated as of the Closing Date, certifying that the condition set forth in Section 10(a)(i) is satisfied as of such date.

(c) Jointly Executed Documents: Seller and Purchaser shall, on the Closing Date, each execute (or cause their applicable Affiliates to execute), acknowledge (as appropriate) and exchange the following documents:

(i) with respect to each of the Properties Co Interests and the FC Ranger Interests, an assignment and assumption agreement, assigning such Interests, in the form of Exhibit K;

(ii) with respect to each Master Landlord, an assignment and assumption agreement, assigning such Master Landlord’s interest in its applicable Operating Lease, in the form of Exhibit L;

(iii) with respect to each Master Landlord, an assignment and assumption agreement, assigning such Master Landlord’s interest in its applicable Internal Operating Lease, in the form of Exhibit M;

(iv) with respect to each Non-Ranger Property Owner, an assignment and assumption agreement, assigning such Non-Ranger Property Owner’s interest in its applicable Internal Operating Lease, in the form of Exhibit N;

(v) with respect to each Non-Ranger Property, an omnibus assignment and assumption agreement in the form of Exhibit O;

(vi) any and all documents required to be executed and/or delivered in connection with obtaining the Existing Lender Consent, including, without limitation, the actual Existing Lender Consent, to the extent not previously delivered;

(vii) a duly executed JV Agreement in the form attached hereto as Exhibit A;

(viii) the Closing Statement; and

(ix) any other affidavits, consents, approvals, authority documents, resolutions and other documents or instruments required to be delivered by Seller or Purchaser or reasonably requested by the Title Company (so long as such request does not add additional warranties or covenants to Seller), pursuant to the terms of this Agreement or applicable law in order to effectuate the transfer of title to the Properties and the Interests to Purchaser (or a subsidiary of the New Joint Venture).

18. CLOSING DATE.

The closing of the transactions contemplated hereunder (the “Closing”) shall occur, and the documents referred to in Section 17 shall be delivered upon tender of the Purchase Price provided for in this Agreement, at 4:00 P.M., New York time, on the tenth (10th) business day after the last condition to be fulfilled or waived of the conditions set forth in Article 10 has been fulfilled or waived in accordance herewith (other than any such conditions that by their terms cannot be satisfied until the Closing Date, which conditions shall be required to be so satisfied or waived on the Closing Date) (such date, as it may be adjourned pursuant to this Agreement, the “Scheduled Closing Date”; and the actual date of the Closing, the “Closing Date”), at the offices of Purchaser’s attorneys, Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx (or, at Purchaser’s election, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) or, at Purchaser’s election, at the office of Purchaser’s lender or such lender’s counsel. Notwithstanding the foregoing, Purchaser shall have the right, from time to time, for any or no reason, to adjourn the Scheduled Closing Date for a period of up to thirty (30) days in the aggregate by giving notice to Seller at least one (1) business day prior to the then Scheduled Closing Date.

19. NOTICES.

All notices, demands, requests or other communications (collectively, “Notices”) required to be given or which may be given hereunder shall be in writing and shall be sent by (a) certified or registered mail, return receipt requested, postage prepaid, or (b) national overnight delivery service, or (c) email (provided that the original shall be simultaneously delivered by national overnight delivery service or personal delivery), or (d) personal delivery, addressed as follows:

If given to Seller, any such notice shall be addressed as follows:

	Formation Capital Asset Management III LLC,
	as Stakeholder Representative
	0000 Xxxxxxx Xxxx, Xxxxx 000
	Xxxxxxxxxx, Xxxxxxx 00000
	Attention: Xxxxx Xxxxxxxx
	Email: xxxxxxxxx@xxxxxxxxxxxxxxxx.xxx

With a copy to (which shall not constitute notice):

	Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
	Xxxx Xxxxx Xxxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention: Xxxx X. Rock, Esq.
	Email: xxxx.xxxx@xxxxxxx.xxx

With a copy to (which shall not constitute notice):

	Xxxxxx, Xxxx & Xxxxxxxx LLP
	000 Xxxx Xxxxxx
	Xxx Xxxx, XX 00000
	Attention: Xxxxxx Xxxxx, Esq.
	Email: XXxxxx@xxxxxxxxxx.xxx

If given to Purchaser:	c/o NorthStar Realty Finance Corp.
	000 Xxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention: Xxxxxx Xxxxxxx
	Email: xxxxxxx@xxxx.xxx

With a copy to (which shall not constitute notice):

	c/o NorthStar Realty Finance Corp.
	000 Xxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention: Xxxxxx Xxxxxxxxx, Esq.

	Email: xxxxxxxxxx@xxxx.xxx

With a copy to (which shall not constitute notice):

	Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
	Xxx Xxx Xxxx Xxxxx
	Xxx Xxxx, Xxx Xxxx 00000
	Attention: Xxxxxx Xxxxxxxxxx, Esq. & Xxxxx X. Xxxxxxx, Esq.
	Email: xxxxxx.xxxxxxxxxx@xxxxxxxxxx.xxx &
	xxxxx.xxxxxxx@xxxxxxxxxx.xxx

If given to Escrow Agent:	Madison Title Agency
	00 Xxxx 00 Xxxxxx
	Xxxxx 0000
	Xxx Xxxx, Xxx Xxxx 00000
	Attention: Xxx Xxxxx
	Email: XXxxxx@xxxxxxxxxxxx.xxx

Any Notice so sent by certified or registered mail, national overnight delivery service or personal delivery shall be deemed given on the date of receipt or refusal as indicated on the return receipt, or the receipt of the national overnight delivery service or personal delivery service. Any Notice sent by email shall be deemed given when received as confirmed by a non-automatically generated reply. A Notice may be given either by a party or by such party’s attorney. Seller or Purchaser may designate, by not less than five (5) business days’ notice given to the others in accordance with the terms of this Section 19, additional or substituted parties to whom Notices should be sent hereunder.

20. DEFAULT BY PURCHASER OR SELLER.

(a) If (i) Purchaser shall default in the payment of the Purchase Price or in the performance of any of its other material obligations to be performed on the Closing Date or (ii) Purchaser shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default shall continue for five (5) business days after notice to Purchaser, then Seller’s sole remedy by reason thereof shall be to terminate this Agreement and, upon such termination, Seller shall be entitled to retain the Deposit as liquidated damages for Purchaser’s default hereunder, it being agreed that the damages by reason of Purchaser’s default are difficult, if not impossible, to ascertain, and thereafter neither Purchaser nor Seller shall have any further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof.

(b) If (i) Seller shall default in any of its obligations to be performed on the Closing Date or (ii) Seller shall default in the performance of any of its material obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default shall continue for five (5) business days after notice to Seller, then Purchaser, as its sole remedy by reason thereof, shall have the right to (i) obtain specific performance of Seller’s obligations hereunder pursuant to Section 39(b), and if Purchaser prevails with respect

thereto, the provisions of Section 35 shall apply with respect thereto, or (ii) receive a return of the Deposit, whereupon this Agreement shall terminate and neither party hereto shall have any further obligations hereunder except for those that are expressly provided in this Agreement to survive the termination hereof. Notwithstanding anything to the contrary contained herein, if specific performance of Seller’s obligations hereunder is not available to Purchaser by reason of Seller’s conveyance of any of the Properties or any direct or indirect interest therein (including, without limitation, the Interests) or a right or option to purchase any of the foregoing to a third party in violation of the terms of this Agreement or subjecting all or any portion of any of the foregoing to a voluntary lien, Purchaser shall have the right to bring an action for damages against Seller for Seller’s default under this Agreement provided, that in any event any such action for damages will be capped at an amount equal to the Deposit (which amount shall be in addition to the Purchaser’s right to receive a return of the Deposit), it being agreed that the damages by reason of Seller’s default are difficult, if not impossible, to ascertain. Nothing contained herein is intended to or shall be construed to limit any right or remedy of Purchaser after the Closing for a breach of any representation or warranty of Seller which survives the Closing which shall be governed by Section 11(j).

21. FIRPTA COMPLIANCE.

Each Seller and each holder of Units shall comply with the provisions of the Foreign Investment in Real Property Tax Act, Section 1445 of the Code (as amended, “FIRPTA”). Each Seller and each holder of Units acknowledges that Section 1445 of the Code provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform Purchaser that withholding of tax is not required upon the disposition of a United States real property interest by any Seller or any holder of Units, each Seller and each holder of Units hereby represents and warrants that such Seller or holder of Units, as the case may be, is not a foreign person as that term is defined in the Code and Treasury Regulations promulgated thereunder except with respect to such Persons as Seller shall identify to Purchaser prior to the Closing (each, a “Non-U.S. Seller”). On the Closing Date, each Seller and each holder of Units, except for each Non-U.S. Seller, shall deliver to Purchaser a certification as to the non-foreign status of such Seller or such holder of Units, as the case may be, in the form of Exhibit I-1 with respect to any Seller that is a disregarded entity, Exhibit I-2 with respect to any Seller that is an entity that is not a disregarded entity or Exhibit I-3 with respect to any Seller that is an individual, and shall comply with any temporary or final regulations promulgated with respect thereto and any relevant revenue procedures or other officially published announcements of the Internal Revenue Service of the U.S. Department of the Treasury in connection therewith.

22. ENTIRE AGREEMENT.

This Agreement contains all of the terms agreed upon between Seller and Purchaser with respect to the subject matter hereof, and all prior agreements, understandings, representations and statements, oral or written, between Seller and Purchaser are merged into this Agreement. The provisions of this Section 22 shall survive the Closing or the termination hereof.

23. AMENDMENTS.

This Agreement may not be changed, modified or terminated, except by an instrument executed by Seller and Purchaser. The provisions of this Section 23 shall survive the Closing or the termination hereof.

24. WAIVER.

No waiver by either party of any failure or refusal by the other party to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to so comply. The provisions of this Section 24 shall survive the Closing or the termination hereof.

25. PARTIAL INVALIDITY.

If any term or provision of this Agreement or the application thereof to any Person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and shall be enforced to the fullest extent permitted by law. The provisions of this Section 25 shall survive the Closing or the termination hereof.

26. SECTION HEADINGS.

The headings of the various sections of this Agreement have been inserted only for the purposes of convenience, and are not part of this Agreement and shall not be deemed in any manner to modify, explain, expand or restrict any of the provisions of this Agreement. The provisions of this Section 26 shall survive the Closing or the termination hereof.

27. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of New York without giving effect to conflict of laws principles thereof. The provisions of this Section 27 shall survive the Closing or the termination hereof.

28. PARTIES; ASSIGNMENT AND RECORDING.

(a) This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon Seller and Purchaser and their respective successors and permitted assigns.

(b) Purchaser may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder or any of the direct or indirect ownership interests in Purchaser, without first obtaining Seller’s consent thereto; provided, that Purchaser may assign its rights under this Agreement to any entity that is directly or indirectly controlled by NorthStar Realty Healthcare, LLC without the consent of, but upon notice to, Seller.

(c) Neither this Agreement nor any memorandum hereof may be recorded without the consent of each of Purchaser and Seller. Any breach of the provisions of this clause (c) shall constitute a default under this Agreement.

(d) The provisions of this Section 28 shall survive the Closing or the termination hereof.

29. CONFIDENTIALITY; PRESS RELEASES; NON-SOLICITATION.

(a) Until the Closing, Seller and Purchaser (and their respective partners, members, attorneys, agents, employees, underwriters and consultants) will each treat the transactions contemplated in this Agreement, the negotiations in connection herewith, and the information disclosed to such party by the other party as confidential and shall disclose the foregoing only to their respective partners, members, attorneys, agents, employees, underwriters and consultants or otherwise as reasonably required in connection herewith (and shall cause such recipients to keep such information confidential), giving it the same care as its own confidential information, and shall make no use of any such disclosed information not independently known to such party, except (i) in connection with the transactions contemplated hereby (ii) to the extent legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose the same or (iii) to the extent required by any federal, state, local or foreign laws, or by any rules or regulations of the United States Securities and Exchange Commission (or its equivalent in any foreign country) or any domestic or foreign public stock exchange or stock quotation system, that may be applicable to Seller, Purchaser or any of their direct or indirect constituent owners or affiliates. In the event of a termination of this Agreement, each party shall promptly return all such confidential information to the other party. Notwithstanding anything to the contrary contained in this Section 29(a), Purchaser shall also be permitted to disclose the same to its bona fide prospective lenders and investors.

(b) On or following the date hereof, Purchaser and Seller shall jointly issue a press release in the form previously agreed between the parties. Prior to the Closing Date, Purchaser and Seller shall confer and agree on any other press releases to be issued by either Purchaser or Seller (or both parties jointly) with respect to the transaction contemplated in this Agreement (and the appropriate time for making any such release). Except as permitted pursuant to this Section 29(b) or as may be required by law or in connection with any court or administrative proceeding or by any applicable regulation, including, without limitation, state or federal securities laws or requirements of the New York Stock Exchange, the Securities and Exchange Commission, rating agencies or similar agencies or bodies, neither Purchaser nor Seller shall issue any press releases (or other public statements) with respect to the transaction contemplated in this Agreement without approval of the other party, which approval shall not be unreasonably withheld other than with respect to any disclosure of the Purchase Price (or any of the other terms hereof).

(c) From the Effective Date until the earlier of the Closing Date or the termination of this Agreement, the provisions of Section 7.11 of the JV Agreement shall apply to the Purchaser and the Rollover Investors (who shall be subject to the obligations of the

Formation Member (as defined in the JV Agreement) in such Section 7.11) as if in effect as of the date hereof.

(d) The provisions of Section 29(a) shall survive the termination of this Agreement and the provisions of Section 29(b) shall survive the termination hereof or the Closing.

30. FURTHER ASSURANCES.

Seller and Purchaser will do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, assignments, notices, transfers and assurances as may be reasonably required by the other party for carrying out the intentions or facilitating the consummation of this Agreement. The provisions of this Section 30 shall survive the Closing.

31. THIRD PARTY BENEFICIARY.

This Agreement is an agreement solely for the benefit of Seller and Purchaser (and their permitted successors and/or assigns). No other Person, party or entity shall have any rights hereunder nor shall any other Person, party or entity be entitled to rely upon the terms, covenants and provisions contained herein. The provisions of this Section 31 shall survive the Closing or the termination hereof.

32. JURISDICTION AND SERVICE OF PROCESS.

The parties hereto agree to submit to personal jurisdiction in the State of New York in any action or proceeding arising out of this Agreement and, in furtherance of such agreement, the parties hereby agree and consent that without limiting other methods of obtaining jurisdiction, personal jurisdiction over the parties in any such action or proceeding may be obtained within or without the jurisdiction of any court located in New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the parties by registered or certified mail to or by personal service at the last known address of the parties, whether such address be within or without the jurisdiction of any such court. Any legal suit, action or other proceeding by one party to this Agreement against the other arising out of or relating to this Agreement (other than any dispute which, pursuant to the express terms of this Agreement, is to be determined by arbitration) shall be instituted only in the Supreme Court of the State of New York, County of New York or the United States District Court for the Southern District of New York, and each party hereby waives any objections which it may now or hereafter have based on venue and/or forum non-conveniens of any such suit, action or proceeding and submits to the jurisdiction of such courts. The provisions of this Section 32 shall survive the Closing or the termination hereof.

33. WAIVER OF TRIAL BY JURY.

Seller and Purchaser hereby irrevocably and unconditionally waive any and all right to trial by jury in any action, suit or counterclaim arising in connection with, out of or otherwise relating to this agreement. The provisions of this Section 33 shall survive the Closing or the termination hereof.

34. MISCELLANEOUS.

(a) This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Facsimile and portable document format (PDF) signatures shall have the same force and effect as original signatures.

(b) Any consent or approval to be given hereunder (whether by Seller or Purchaser) shall not be effective unless the same shall be given in advance of the taking of the action for which consent or approval is requested and shall be in writing. Except as otherwise expressly provided herein, any consent or approval requested of Seller or Purchaser may be withheld by Seller or Purchaser in its sole and absolute discretion.

(c) Escrow Agent is hereby designated the “real estate reporting person” for purposes of Section 6045 of the Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Agent shall so provide. Upon the consummation of the transactions contemplated by this Agreement, Escrow Agent shall file the applicable Form 1099 information returns and send the statements to Seller as required under the aforementioned statute and regulation. Seller and Purchaser shall promptly furnish their federal tax identification numbers to Escrow Agent and shall otherwise reasonably cooperate with Escrow Agent in connection with Escrow Agent’s duties as real estate reporting person.

(d) The provisions of this Section 34 shall survive the Closing or the termination hereof.

35. ATTORNEYS’ FEES.

In the event of any litigation between the parties hereto to enforce any of the provisions of this Agreement or any right of either party hereto, the unsuccessful party to such litigation agrees to pay to the successful party all costs and expenses, including reasonable out-of-pocket attorneys’ fees and disbursements, incurred herein by the successful party in and as part of the judgment rendered in such litigation. The provisions of this Section 35 shall survive the Closing or the termination hereof.

36. ESTOPPELS.

(a) A condition to Purchaser’s obligation to close the transaction contemplated under this Agreement shall be Seller’s delivery to Purchaser of an estoppel certificate “Estoppel Certificate” from each of the Operators under each of the Operating Leases satisfying the requirements of this Section 36(a) (the “Required Purchaser Estoppel Certificates”). With respect to the Operators under each of the Operating Leases, Seller shall request Estoppel Certificates (i) with respect to the Cascade Operator, substantially in the form attached hereto as Exhibit P-1, (ii) with respect to the Decathlon Operator, substantially in the form attached hereto as Exhibit P-2, (iii) with respect to the Grace Operator, substantially in the form attached hereto as Exhibit P-3, (iv) with respect to the Kensington Operator, substantially in the form attached hereto as Exhibit P-4, (v) with respect to the Pentathlon Operator, substantially in the form attached hereto as Exhibit P-5; and (vi) with respect to each Ranger Operator, substantially in the form attached hereto as Exhibit P-6; provided, that if any Operator is required

or permitted under the terms of its Operating Lease to provide a different form of estoppel certificate, less information or to otherwise make different statements in a certification of such nature than are set forth on Exhibits P-1 — P-6, then Purchaser shall accept any modifications made to such form of Estoppel Certificate to the extent that such modifications to the form are consistent with the minimum requirements set forth in such Operator’s Operating Lease (it being understood by Purchaser that an Operator shall not be required to make any certifications not specifically enumerated in such Operator’s Operating Lease estoppel requirements even if such Operator’s Operating Lease requires tenant to certify to any additional items “reasonably requested”). The Estoppel Certificates shall be dated no more than thirty (30) days before the initial Scheduled Closing Date. An Estoppel Certificate shall be deemed to not satisfy the requirements of this Section 36(a), and shall not constitute a valid Required Purchaser Estoppel Certificate, if such Estoppel Certificate shall claim: (i) that the minimum, fixed or base rent of the applicable Operating Lease differs from the minimum, fixed or base rent set forth in the applicable Operating Lease made available to Purchaser; (ii) that there exists any material default by Seller or any Ranger Subsidiary Entity as landlord under the applicable Operating Lease; (iii) that there are facts which are inconsistent with the representations and warranties of Seller set forth in Section 11(c) or Section 11(d) with respect to such Operating Lease; or (iv) except with respect to year-end adjustments that may be required to be made under the applicable Operating Lease, that the Operator thereunder has an offset or defense against the payment of rent under the applicable Operating Lease.

(b) Seller shall use commercially reasonable efforts (it being agreed that such commercially reasonable efforts shall consist of making a request for such Estoppel Certificate and diligently pursuing the same, but shall not include sending a default notice or commencing litigation for such estoppel) to obtain an estoppel certificate from (i) each ground lessor under each ground leased Property and (ii) each property manager under a management agreement with respect to each Property in the Ranger Portfolio, it being understood that failure to obtain any such Estoppel Certificate shall not be deemed a failure of condition as long as Seller used commercially reasonable efforts to obtain the same.

37. EXCULPATION.

(a) Purchaser agrees that it does not have and will not have any claims or causes of action against any Seller Party (other than Seller), arising out of or in connection with this Agreement or the transactions contemplated hereby. Purchaser agrees to look solely to Seller and Seller’s interest in the Properties and the Ranger Subsidiary Entities or, if the Closing has occurred, the net proceeds of the sale (subject to the limitations contained herein, including Section 11(k)(iii), to the extent applicable) for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to xxx or otherwise seek to enforce any personal obligation against any of Seller’s other assets or properties or any other Seller Parties (or their assets or properties) with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. Without limiting the generality of the foregoing provisions of this Section 37(a), Purchaser hereby unconditionally and irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have against the Seller Parties (other than Seller and other than with respect to the net proceeds of the sale), and hereby unconditionally and

irrevocably releases and discharges such other Seller Parties from any and all liability whatsoever which may now or hereafter accrue in favor of Purchaser against such other Seller Parties (other than with respect to the net proceeds of the sale), in connection with or arising out of this Agreement or the transactions contemplated hereby.

(b) Seller agrees that it does not have and will not have any claims or causes of action against Purchaser or any other Purchaser Party, arising out of or in connection with this Agreement or the transactions contemplated hereby other than to retain the Deposit in accordance with Section 20(a). Without limiting the generality of the foregoing provisions of this Section 37(b), Seller hereby unconditionally and irrevocably waives any and all claims and causes of action of any nature whatsoever it may now or hereafter have against the Purchaser Parties, and hereby unconditionally and irrevocably releases and discharges such Purchaser Parties from any and all liability whatsoever which may now or hereafter accrue in favor of Seller against such Purchaser Parties, in connection with or arising out of this Agreement or the transactions contemplated hereby.

38. EXISTING DEBT.

(a) During the Due Diligence Period, Seller and Purchaser shall use good faith efforts to jointly determine whether (i) any or all of the Existing Loans will be repaid by Seller (or assigned to Purchaser’s lender, if requested by Purchaser) at Closing, or (ii) Purchaser will accept the Properties and/or Interests, as applicable, at Closing with any or all of the Existing Loans remaining in place. If Seller and Purchaser do not agree that an Existing Loan shall be repaid, then Seller and Purchaser shall seek such Existing Lender’s consent to the transactions set forth in this Agreement in accordance with the provisions of this Section 38. If Seller and Purchaser agree that an Existing Loan shall be repaid, then (y) such Existing Loan, the applicable Existing Loan Lender, and the applicable Existing Loan Documents shall cease to be an “Existing Loan”, an “Existing Loan Lender” and “Existing Loan Documents”, respectively, for purposes of this Agreement and (z) the liens of such Existing Loan Documents shall be removed and discharged of record at Closing, at Seller’s sole cost and expense. If Seller and Purchaser agree that New Joint Venture will accept any Property at Closing with one or more Existing Loans with respect to such Property remaining in place, then (A) the New Joint Venture (or the applicable subsidiary of the New Joint Venture) shall assume all obligations with respect to such Existing Loans first accruing from and after the Closing Date and (B) the applicable Seller shall be released from all liabilities and obligations with respect to such Existing Loans first accruing from and after the Closing Date.

(b) Seller and Purchaser shall use commercially reasonable efforts to promptly obtain the Existing Lenders’ consent to the transactions contemplated by this Agreement (the “Existing Lender Consent”). In furtherance of, and not in limitation of, Seller’s and/or Purchaser’s obligations under the immediately preceding sentence, (i) Purchaser and Seller shall promptly and diligently: (A) deliver to each Existing Lender such information and items as are required to be delivered pursuant to the express provisions of the applicable Existing Loan Documents, and shall provide truthful, accurate and complete information in response to all

such requirements; (B) execute such documents as shall be required by each of the Existing Lenders pursuant to the express provisions of the applicable Existing Loan Documents to facilitate the consummation of the transactions contemplated hereunder; and (C) comply with all other reasonable requests of each of the Existing Lenders in accordance with customary prevailing practices of institutional lenders in connection with loan assumption transactions similar to the loan assumptions that are the subject of the Existing Lender Consent, and (ii) Seller shall execute and deliver such releases of the Existing Lenders as may be requested by the Existing Lenders to obtain the Existing Lender Consent. Notwithstanding anything contained herein to the contrary, in no event shall either Seller or Purchaser be obligated to accept any Existing Lender Consent if the same imposes material obligations on either Seller, Purchaser or any guarantor of the Existing Loan not otherwise set expressly set forth in the Existing Loan Documents.

(c) In connection with obtaining the Existing Lender Consent: (i) the New Joint Venture shall pay: (A) the Existing Lenders’ out-of-pocket costs and expenses, (B) the Existing Lenders’ administrative charges and (C) all other charges expressly required to be paid by the borrower under the Existing Loan Documents, including any “transfer fees” or “loan assumption fees” as mutually agreed by Seller and Purchaser in their sole discretion, and (ii) Seller shall pay all deposits, fees and other charges demanded by the Existing Lenders pre-Closing, subject to reimbursement at Closing by the New Joint Venture.

(d) At the Closing, (i) any and all deposits, reserves and escrows being held as of the Closing Date by the Existing Lenders (or their servicers) under the applicable Existing Loan Documents for real estate taxes, insurance premiums, deferred maintenance, capital replacements, re-letting costs and/or tenant improvements and leasing commissions, and debt service, as applicable, shall be conveyed to Purchaser as part of consideration for the payment of the Purchase Price and without further adjustment and (ii) all other funds derived from the Property held by the Existing Lenders (or their services) in any lockbox or other account or sub-account, shall be conveyed to Purchaser subject to adjustment in accordance with proration provisions specified herein (the deposits, reserves and escrow referred to in clauses (i) and (ii) above are collectively, the “Existing Lender Reserves and Escrows”). At the Closing, Seller shall assign all of Seller’s right, title and interest in the Existing Lender Reserves and Escrows to Purchaser.

(e) The following terms, as used in this Section 38 and elsewhere in this Agreement, shall have the following meanings:

(i) “Assumed Existing Cascade Indebtedness” shall mean any of the Existing Cascade Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(ii) “Assumed Existing Decathlon Indebtedness” shall mean any of the Existing Decathlon Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(iii) “Assumed Existing Grace Indebtedness” shall mean any of the Existing Grace Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(iv) “Assumed Existing Indebtedness” shall mean, collectively, the Assumed Existing Cascade Indebtedness, the Assumed Existing Decathlon Indebtedness, the Assumed Existing Grace Indebtedness, the Assumed Existing Kensington Indebtedness, the Assumed Existing Pentathlon Indebtedness and the Assumed Existing ranger Indebtedness.

(v) “Assumed Existing Kensington Indebtedness” shall mean any of the Existing Kensington Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(vi) “Assumed Existing Pentathlon Indebtedness” shall mean any of the Existing Pentathlon Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(vii) “Assumed Existing Ranger Indebtedness” shall mean any of the Existing Ranger Loans which remain in place as of 11:59 p.m. (New York time) on the Business Day immediately preceding the Closing Date in accordance with this Section 38.

(viii) “Existing Cascade Loans” shall mean item 8 set forth on Schedule 11(c)(iii)(10)-1.

(ix) “Existing Decathlon Loans” shall mean item 6 set forth on Schedule 11(c)(iii)(10)-1.

(x) “Existing Grace Loans” shall mean items 1 - 2 set forth on Schedule 11(c)(iii)(10)-1.

(xi) “Existing Kensington Loans” shall mean items 3 - 5 set forth on Schedule 11(c)(iii)(10)-1.

(xii) “Existing Loans” shall mean, collectively, the Existing Cascade Loans, the Existing Decathlon Loans, the Existing Grace Loans, the Existing Kensington Loans, the Existing Pentathlon Loans and the Existing Ranger Loans.

(xiii) “Existing Lenders” shall mean, with respect to each Existing Loan, the lender pursuant to such Existing Loan.

(xiv) “Existing Loan Documents” shall mean, with respect to any Existing Loan, the documents governing, evidencing, securing or otherwise relating to such Existing Loan.

(xv) “Existing Pentathlon Loans” shall mean item 7 set forth on Schedule 11(c)(iii)(10)-1.

(xvi) “Existing Ranger Loans” shall mean items 9 -10 set forth on Schedule 11(c)(iii)(10)-1.

(xvii) “Subsidiary” — shall mean, with respect to any Person, any entity in which such Person directly or indirectly owns equity interests having the power to elect a majority of that entity’s board of directors or similar governing body, or the business and policies of which the Company otherwise has the power to direct.

39. REMEDIES; SPECIFIC PERFORMANCE.

(a) All remedies, either under this Agreement or by law or otherwise afforded to the parties hereunder, shall be cumulative and not alternative, and any Person having any rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages by reason of any breach of this Agreement and to exercise all other rights granted by law, equity or otherwise.

(b) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the parties agree that, in addition to any other remedies, each party shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy. Each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. Each party further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement.

40. STAKEHOLDER REPRESENTATIVE.

(a) Seller hereby appoints FCAM III and Safanad (or any Affiliate of Safanad as may be designated by Safanad from time to time) as the Stakeholder Representatives for each Person comprising Seller and the direct and indirect holders of equity interests in Seller (collectively, the “Transaction Stakeholders”), as each of such Transaction Stakeholder’s agent, to act in each of such Transaction Stakeholder’s name, place and stead, as such Transaction Stakeholder’s attorney-in-fact, to jointly execute and deliver all documents necessary or desirable to carry out the intent of this Agreement and any other documents and agreements contemplated by this Agreement with respect to such Transaction Stakeholders (including any amendments or waivers of this Agreement and such other documents and agreements), to jointly make all elections or decisions contemplated by this Agreement and any other agreements contemplated by this Agreement, including the initiation or defense of claims for indemnification or other litigation or proceedings, to give and receive on behalf of such Transaction Stakeholders any and all notices from or to any such Transaction Stakeholder hereunder and to engage such third parties (including the execution of agreements on behalf of such Transaction Stakeholders in connection therewith) as the Stakeholder Representatives determine to be appropriate and in the best interests of such Transaction Stakeholders, and does hereby give and grant unto the

Stakeholder Representatives the joint power and authority to do and perform each such act and thing whatsoever, that such Transaction Stakeholders may or are required to do pursuant to this Agreement and all other documents and agreements executed and delivered by such Transaction Stakeholders in connection with this Agreement, and to amend, modify or supplement any of the foregoing in each such Transaction Stakeholders’ name, place and stead, as if such Transaction Stakeholders had personally done such act, and the Stakeholder Representatives hereby accept such appointment. Neither FCAM III nor Safanad may take any action as a Stakeholder Representative other than jointly. Any proceeds received by the Stakeholder Representatives from Purchaser or New Joint Venture (or another designee of Purchaser) on behalf of the Transaction Stakeholders shall be turned over to such Transaction Stakeholders as promptly as practicable by the Stakeholder Representatives, in accordance with the terms and provisions of this Agreement and the Escrow Agreement. The death, incapacity, dissolution, liquidation, insolvency or bankruptcy of any Transaction Stakeholder shall not terminate such appointment or the authority and agency of the Stakeholder Representatives. The power-of-attorney granted in this Section 40 is coupled with an interest and is irrevocable. Purchaser, New Joint Venture, and any other designee of Purchaser may conclusively rely upon, without independent verification or investigation, all decisions made by the Stakeholder Representatives on behalf of the Transaction Stakeholders.

(b) The Stakeholder Representatives shall not be liable for any act done or omitted under this Agreement in its capacity as Stakeholder Representative. The Stakeholder Representatives shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by any Person or any other evidence deemed by the Stakeholder Representatives to be reliable, and the Stakeholder Representatives shall be entitled to act on the advice of counsel selected by it. The Stakeholder Representative sshall be fully justified in failing or refusing to take any action under this Agreement or any related document or agreement unless it shall have received such advice or concurrence of such Transaction Stakeholders as it deems appropriate or it shall have been expressly indemnified to its satisfaction by the Transaction Stakeholders, severally according to their respective ownership percentages in the Portfolios, against any and all liabilities that the Stakeholder Representative may incur by reason of taking or continuing to take any such action.

(c) Each entity initially named as a Stakeholder Representative herein shall serve jointly as the Stakeholder Representatives until its resignation or it is otherwise unable to continue to serve. To the extent FCAM III and Safanad or either of their respective successor Stakeholder Representatives are unable to agree on any action or decision to be taken by the Stakeholder Representatives pursuant to the provisions hereof, the resolution of any such dispute shall be submitted to binding arbitration. Pending the resolution of any such arbitration, neither FCAM III nor Safanad, nor any of their successors serving as a Stakeholder Representative, shall have the right to implement any such decision or action which is then the subject of such dispute. In the event FCAM III or Safanad, or any of their respective successors serving as a Stakeholder Representative elect to resign, or are not able to continue to serve, as a Stakeholder Representative for any reason, the Transaction Stakeholders representing a majority of the aggregate ownership percentage of the Portfolios immediately prior to the Effective Time shall select a new entity to replace the entity that has resigned, or is no longer able to serve, to act jointly with the remaining Stakeholder Representative as a Stakeholder Representative, which selection shall be evidenced by written consent signed by such majority. Each time a new

Stakeholder Representative is appointed pursuant to this Agreement, such Person, as a condition precedent to the effectiveness of such appointment, shall accept such position in writing.

(d) Any dispute requiring arbitration in accordance with Section 40(c) shall be determined by arbitration in the State of New York under the AAA Commercial Arbitration Rules with Expedited Procedures in effect as of the Closing Date, as modified by this Agreement. The number of arbitrators shall be three (3). Each of FCAM III and Safanad (or any successor Stakeholder Representative) shall have ten (10) days to each select one (1) arbitrator and within ten (10) days of such respective selections, the two (2) respective arbitrators so selected by each of FCAM III and Safanad (or such successor Stakeholder Representative) hereto shall select another arbitrator. If either FCAM III or Safanad (or any successor Stakeholder Representative) fails to make its respective selection of an arbitrator within the ten (10) day period provided for above, then the other party’s selection shall be the sole arbitrator. Also, if the two (2) arbitrators so selected shall fail to select a third arbitrator, then such third arbitrator shall be appointed by the AAA. Each arbitrator shall (A) be independent of FCAM III, Safanad and/or any successor Stakeholder Representatives, as applicable, (B) not have been engaged by any of FCAM III, Safanad and/or any successor Stakeholder Representatives, as applicable, or any of their respective Affiliates within the last three (3) years and (C) not have been employed by any of FCAM III, Safanad and/or any successor Stakeholder Representatives, as applicable, or any of their respective Affiliates within the ten (10) years immediately preceding the dispute giving rise to the arbitration. There shall be no substantive motions or discovery, except the arbitrators shall authorize such discovery and enter such pre-hearing orders as may be appropriate to insure a fair private hearing, which hearing shall be held within thirty (30) days after the appointment of the arbitrator and concluded within three (3) days. The aforesaid time limits are not jurisdictional. The arbitrators shall apply substantive law of the State of New York and may award injunctive relief or any other remedy available from a judge.

41. TAX MATTERS.

(a) From and after the Closing, Seller shall indemnify and hold harmless the Purchaser Indemnitees against all Losses attributable to (i) unpaid Taxes (whether assessed or unassessed) imposed on or incurred by any of the Ranger Subsidiary Entities or the Liquidating Partnerships that are attributable to a Pre-Closing Period, to the extent not taken into account in the calculation of the Ranger Closing Net Working Capital (as finally determined) other than any Taxes imposed on or incurred by any of the Ranger Subsidiary Entities that are attributable to periods prior to the Ranger Acquisition Date, (ii) all Taxes of Seller or the Liquidating Partnerships, whether for Pre-Closing Periods or otherwise, and (iii) any liability of a Person for Taxes pursuant to Treasury Regulation Section 1.1502-6 (or any comparable provision under state, local or foreign law or regulation imposing several liability upon members of a consolidated, combined, affiliated or unitary group), as a transferee or successor, by contract, pursuant to applicable Law, or otherwise for any Pre-Closing Period.

(b) (i) The Stakeholder Representatives shall prepare or cause to be prepared on a timely basis all Tax Returns of the Ranger Subsidiary Entities and the Liquidating Partnerships for all taxable periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) that are due after the Closing Date in a manner consistent with past practice, except as otherwise required by law. The Stakeholder Representatives shall provide

Purchaser with a copy of each such Tax Return, along with supporting documentation, at least twenty (20) days prior to the due date of such Tax Return for Purchaser’s review and comment. The Stakeholder Representatives shall consider in good faith any comments of Purchaser to such Tax Returns. Seller shall pay all Taxes shown as due and owing on such Tax Returns or otherwise due and owing with respect to Pre-Closing Tax Periods, except to the extent such Taxes are reflected in Ranger Closing Net Working Capital. New Joint Venture shall cause to be prepared any Tax Returns for the Ranger Subsidiary Entities and the Liquidating Partnerships for any Straddle Period; provided that New Joint Venture shall submit, at least twenty (20) days prior to filing, a copy of each such Tax Return, along with supporting documentation, to the Stakeholder Representatives and Purchaser for review and comment. New Joint Venture shall consider in good faith any comments of the Stakeholder Representatives and Purchaser to such Tax Returns. New Joint Venture shall timely pay all Taxes shown due with respect to Tax Returns filed pursuant to this Section 41(b)(i) for Straddle Periods. Seller shall pay to New Joint Venture all Taxes relating to Pre-Closing Periods and shown as due on Tax Returns filed pursuant to this Section 41(b) at least five (5) days before such Taxes are required to be paid to the applicable Governmental Authority, except to the extent such Taxes are reflected in Ranger Closing Net Working Capital. Seller shall not file any Tax Return or claim for refund, make any retroactive Tax election, or take any similar action with respect to any of the Ranger Subsidiary Entities or the Liquidating Partnerships without the prior written consent of Purchaser.

(ii) The Stakeholder Representatives and Purchaser shall attempt in good faith to resolve any disagreements regarding any Tax Return prepared pursuant to Section 41(b)(i) prior to the due date for filing such Tax Return. In the event that the Stakeholder Representatives and Purchaser are unable to resolve a dispute with respect to such Tax Return at least fifteen (15) days prior to the due date for filing such Tax Return, such dispute shall be resolved by the Auditor, and the fees and expenses of the Auditor shall be allocated, in accordance with Section 7(b)(v), and any determination by the Auditor with respect to such dispute shall be final and binding on the parties hereto. In resolving any such dispute, the Auditor shall not make any determination that is not at least “more likely than not” correct. In the event that the Auditor is unable to resolve any dispute before the due date for filing the applicable Tax Return, such Tax Return shall be filed in accordance with the position of the party responsible for signing such Tax Return, and such Tax Return shall be amended thereafter, if applicable, to reflect the Auditor’s resolution of such dispute.

(c) The Taxes, if any, attributable to any Straddle Period shall be allocated (i) to Seller and the holders of Units for the period up to and including the close of business on the Closing Date, and (ii) to New Joint Venture for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the applicable Ranger Subsidiary Entity or Liquidating Partnership as of the close of business on the Closing Date, provided, that any exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the applicable Straddle Period ending on the Closing Date and the portion of such Straddle Period beginning after the Closing Date in proportion to the number of days in each such period. Any property, ad valorem and similar Taxes shall be apportioned between the portion of the applicable Straddle Period ending on the Closing Date and the portion of such Straddle Period beginning after the Closing Date in proportion to the number of days in each such period.

(d) Purchaser, New Joint Venture, Seller and the Stakeholder Representatives shall cooperate fully, as and to the extent reasonably requested by any party, in connection with (i) the filing of Tax Returns pursuant to this Section 41, (ii) the filing of any other Tax Returns required to be filed in connection with the transactions contemplated by this Agreement, and (iii) subject to Section 41(h), any Tax Contest. Such cooperation shall include the retention and (upon another party’s request) the provision of records and information which are reasonably relevant to any such Tax Return or Tax Contest and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. New Joint Venture and Seller agree (x) to retain all books and records with respect to Tax matters pertinent to the Ranger Subsidiary Entities and the Liquidating Partnerships relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by New Joint Venture or the Stakeholder Representatives, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Authority, and (y) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, New Joint Venture or Seller, as the case may be, shall allow the other party to take possession of such books and records.

(e) All Tax sharing agreements and similar contracts with respect to or involving any of the Ranger Subsidiary Entities or any Liquidating Partnership, if any, shall be terminated no later than the Closing Date and, after the Closing Date, none of the Ranger Subsidiary Entities or the Liquidating Partnerships shall be bound thereby or have any liability thereunder. Sellers, the Ranger Subsidiary Entities, and the Liquidating Partnerships, as applicable, shall take all actions necessary to terminate all such agreements and Contracts.

(f) Each Liquidating Partnership has made or shall make a valid election under Section 754 of the Code to adjust the basis of its assets in accordance with Section 743(b) of the Code for its taxable year that ends on the Closing Date.

(g) As of the date hereof, Seller and Purchaser have agreed on the allocation of the purchase price among the Portfolios which is set forth on Schedule 41(g) attached hereto. Following the Effective Date, Purchaser shall prepare and deliver to Seller a statement of the fair market value of the assets of each of the Portfolios acquired pursuant to this Agreement. Purchaser, Seller and the holders of Units shall use the asset fair market values as determined under this Section 41(g) (i) to calculate and report any gain or loss on the purchase and sale of such assets hereunder, including any report under Treasury Regulations Section 1.751-1(a)(3), (ii) to determine the initial book value of the New Joint Venture’s assets under Treasury Regulation Section 1.704-1(b)(2)(iv)(d), and (iii) for any relevant purpose under Sections 45, 167, 168, 197, 199 or 1060 of the Code. Each party agrees that it shall not take any position that varies from or is inconsistent with such valuation in any filing made by such party with the IRS or any other taxing authority, except to the extent an adjustment is required by the IRS or any other taxing authority. Notwithstanding the foregoing, each of the parties hereto agrees that the fair market value of personal property (as defined for purposes of Section 856 of the Code) purchased from each Non-Ranger Seller does not exceed fifteen percent (15%) of the total fair market value of all property purchased from such Non-Ranger Seller (including real property, improvements, fixtures and personal property). The statement delivered pursuant to this Section 41(g) shall also specify what portion of Purchase Price payable to Seller shall be

paid in cash and what portion shall be paid in equity interests in New Joint Venture (along with the allocation of each type of consideration being paid to each Person constituting Seller), it being agreed that the final amount of the Purchase Price payable to Seller in equity interests in New Joint Venture shall result in the Seller Rollover Investors having been deemed in the aggregate to have made capital contributions to New Joint Venture of not less than $30,000,00 and not more than $40,000,000.

(h) Tax Contests.

(i) If, following the Closing Date, New Joint Venture or FC Ranger receives from any Governmental Authority written notice of any Tax Contest with respect to which Seller may reasonably have any liability, New Joint Venture or FC Ranger shall promptly provide a copy of such notice to the Stakeholder Representatives; provided, that the failure to promptly provide a copy of such notice to the Stakeholder Representatives shall not relieve Seller from its obligations under Section 41(a) except to the extent that Seller is actually materially prejudiced by such failure.

(ii) The Stakeholder Representatives shall have the right to elect to control, manage and be responsible for, and to contest or settle, any Tax Contest (at the expense of Sellers) to the extent that such Tax Contest relates to Pre-Closing Taxes, other than Tax Contests with respect to a Straddle Period. With respect to any Tax Contest that the Stakeholder Representatives elect to control, Purchaser and FC Ranger may participate in all aspects of any such Tax Contest at their own expense and the Stakeholder Representatives shall not settle such Tax Contest without the consent of Purchaser, which consent will not be unreasonably withheld or delayed. The Stakeholder Representatives shall keep Purchaser and FC Ranger informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Governmental Authority related to such Tax Contests.

(iii) Purchaser shall have the right, at its own expense, to control, manage and be responsible for, and to contest or settle, any Tax Contest with respect to a Straddle Period. The Stakeholder Representatives may participate in such Tax Contest (at the expense of Sellers) or any Tax Contest that it does not elect to control pursuant to Section 41(h)(i) to the extent such Tax Contest relates to Pre-Closing Taxes for which Seller may reasonably be expected to be liable pursuant to Section 41(a) and Purchaser shall not settle such Tax Contest without the consent of the Stakeholder Representatives, which consent will not be unreasonably withheld or delayed. Purchaser shall keep the Stakeholder Representatives informed of the progress of all such Tax Contests and shall provide copies of all written communications with any Governmental Authority related to such Tax Contests to the extent such written communications relate to Pre-Closing Taxes.

(i) Intentionally Omitted.

(j) The following terms, as used in this Section 41, shall have the following meanings:

(i) “Pre-Closing Period” means any Pre-Closing Tax Period and the portion of any Straddle Period ending on and including the Closing Date.

(ii) “Pre-Closing Taxes” means all Taxes imposed on, incurred by or of the Ranger Subsidiary Entities and the Liquidating Partnerships with respect to Pre-Closing Periods.

(iii) “Straddle Period” means any taxable period beginning on or prior to the Closing Date and ending after the Closing Date.

(iv) “Tax Contest” means any audit, hearing, proposed adjustment, arbitration, deficiency, assessment, suit, dispute, claim, or other proceeding commenced, filed or otherwise initiated or convened to investigate or resolve the existence and extent of a liability for Taxes.

(k) The New Joint Venture shall maintain the existence of FC Ranger as a corporation for U.S. federal income tax purposes at all times from the Closing Date through December 31, 2014 and shall elect to treat FC Ranger as a REIT for the taxable year ending on December 31, 2014. The New Joint Venture shall indemnify, defend and hold Seller (and any of their direct or indirect owners successors and assigns) harmless from any Losses of such parties resulting from a breach of this Section 41(k) by New Joint Venture.

(l) The provisions of this Section 41 shall survive the termination of this Agreement and the Closing.

42. TERMINATION.

(a) This Agreement may be terminated as follows:

(i) by mutual written consent of each of Purchaser and Seller;

(ii) by either Purchaser or Seller, if a Governmental Authority shall have issued any judgment, order, writ, injunction, ruling, decision or decree having the effect of making the Asset Acquisitions or the Interest Acquisitions illegal or permanently prohibiting the consummation of such transactions, and such judgment, order, writ, injunction, ruling, decision or decree shall have become final and nonappealable (but only if such terminating party shall have used commercially reasonable efforts to cause such judgment, order, writ, injunction, ruling, decision or decree to be lifted or vacated and shall have otherwise complied with its obligations under this Agreement);

(iii) by either Purchaser or Seller, if the Closing shall not have occurred on or before 4:00 P.M., New York time, on May 30, 2014 (the “Outside Date”); provided, that, either Purchaser or Seller by written notice to the other party may elect to extend the Outside Date to June 30, 2014 or such other date as is determined by mutual agreement of Purchaser and Seller. Notwithstanding anything to the contrary set forth in this Section 42(a)(iii), the right to terminate this Agreement under this Section 42(a)(iii) shall not be available to a party if the action or inaction of such party or any of its Affiliates has been a principal cause of the Closing to occur on or before the Outside Date and such action or failure to act constitutes a breach of this Agreement;

(iv) by either Purchaser or Seller, if any of the Existing Lenders affirmatively states in writing that it will not provide its Existing Lender Consent;

(v) by Purchaser pursuant to Section 3(f), 6(b), 12(d), 13(c), or 20(b)(ii);

(vi) by Purchaser if the form of the opinion required to be delivered pursuant to Section 10(b)(viii) is not in form and substance acceptable to Purchaser or its counsel; or

(vii) by Seller pursuant to Section 20(a).

(b) In the event of termination of this Agreement pursuant to this Article 42:

(i) with respect to any termination pursuant to Section 42(a)(i), 42(a)(ii), 42(a)(iii), 42(a)(iv) or 42(a)(v), Escrow Agent shall promptly deliver the Deposit (if any) to Purchaser;

(ii) with respect to any termination pursuant to Section 42(a)(vi) or 42(a)(vii), Escrow Agent shall promptly deliver the Deposit (if any) to Seller; and

(iii) neither Seller nor Purchaser shall have any further rights or obligations hereunder, except those arising under provisions of this Agreement that expressly survive the termination hereof.

[NO FURTHER TEXT ON THIS PAGE; SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed the day and year first above written.

	SELLER:

	CROWN ACADEMY ROAD, LLC, a Maryland limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN XXXXXXXX ROAD, LLC, a Virginia limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN PACE STREET, LLC, a Tennessee limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN SEQUOYAH ROAD, LLC, a Tennessee limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

[Signature Page to Portfolio Acquisition Agreement and Interest Purchase and Sale Agreement]

	CROWN SIXTY-SIXTH STREET, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN TENTH AVENUE, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN XXXXXX ROAD, LLC, a Virginia limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN XXXXX STREET, LLC, a Michigan limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CROWN XXXXXX ROAD, LLC, a Michigan limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

[Signature Page to Portfolio Acquisition Agreement and Interest Purchase and Sale Agreement]

	PENTATHLON RE BAYVIEW, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE BRIDGEVIEW, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

	PENTATHLON RE COQUINA, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE FAIRWAY, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE HIGHLANDS, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

[Signature Page to Portfolio Acquisition Agreement and Interest Purchase and Sale Agreement]

	PENTATHLON RE INDIAN RIVER, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE ISLAND LAKE, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE RIVERWOOD, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE RULEME ALF, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	PENTATHLON RE RULEME SNF LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

[Signature Page to Portfolio Acquisition Agreement and Interest Purchase and Sale Agreement]

	PENTATHLON RE TIERRA PINES, LLC, a Florida limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager

[Signature Page to Portfolio Acquisition Agreement and Interest Purchase and Sale Agreement]

	CASCADE RE ASPEN MC, LLC, an Oregon limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CASCADE RE ASPEN RET, LLC, an Oregon limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CASCADE RE XXXXXX, LLC, an Oregon limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CASCADE RE GRAND RONDE, LLC, an Oregon limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name: Xxxxxxxxx X. Xxxxx
		Title: Manager


	CASCADE RE OAKS, LLC, an Oregon limited liability company


	By:	/s/ Xxxxxxxxx X. Xxxxx

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PORTFOLIO ACQUISITION AGREEMENT and INTEREST PURCHASE AND SALE AGREEMENT by and among SELLER (as defined herein), ECLIPSE HEALTH HOLDINGS-T, LLC, as PURCHASER, FORMATION CAPITAL ASSET MANAGEMENT III LLC and SAFANAD, INC., as STAKEHOLDER...