Common use of Closing and Escrow Clause in Contracts

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. 7.1 Upon execution of this Agreement, the parties hereto shall deposit deliver an executed counterpart of this Agreement with to the Title Company and this instrument Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Due Diligence Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) business days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. 7.2 The Closing hereunder consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of the Title Company thirty Company, on a date which is fifteen (3015) days from following the end of the Due Diligence Period, or such later date of this Agreement (as provided in Section 4.3 or as may be agreed by the “parties in writing. 7.3 At least one business day prior to the Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit deliver the following into escrow with the following:Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel): i. (a) A duly executed and acknowledged Grand General Warranty Deed (herein referred to as the "Deed") in recordable form conveying rights the Property to Buyer as grantee therein, subject only to Permitted Exceptions. (b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's rig▇▇, title and i▇▇▇▇est in and to the Real Property to Buyerfixtures and personal property described in Section 1.2. (c) An affidavit dated as of the date of Closing, subject duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations. (d) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Insurance Company for the purpose of issuing an Seller's title insurance policy without exception for parties in possession or mechanics and materialmens liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller. (e) A certificate, duly executed, updating the representations and warranties of Seller set forth in this Agreement through Closing, which certificate shall state that there has been no material change in such representations and warranties, or if so, what changes have taken place. (f) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Conditions Closing Statement signed by Buyer pursuant to Section 7.4. (g) A duly executed 1099-S Designation Form. (h) Such other documents as are reasonably necessary to consummate this Agreement including, without limitation, such events as may be required by Lease with the General Services Administration ("Tenant"). Buyer may waive compliance on Seller's part under any of Title; andthe foregoing items by an instrument in writing. e. Before 7.4 Buyer shall deliver the following into escrow with the Title Company, at least one business day prior to the Closing Date, unless otherwise specified: (a) The balance of the Purchase Price as required by Section 2.1(b), which will be wired to the Title Company no later than 11:00 a.m. on the Closing Date. (b) A duly executed certificate updating the representations and warranties of Buyer set forth in this Agreement through such Closing Date, which certificate shall state that there has been no material change in said representations and warranties, or if so, what changes have taken place. (c) A certificate from the Michigan Secretary of State dated no more than sixty (60) days prior to the Closing, confirming that Buyer is duly formed and in good standing under the laws of such state. (d) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall deposit be reasonably requested to evidence the authority of Buyer to enter into escrow and consummate the following items:transactions contemplated by this Agreement. i. Funds (e) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Seller pursuant to Section 7.3. (f) Such other documents as are reasonably necessary to close consummate this transactionAgreement. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. 7.5 Upon receipt of all the funds and documents described in Sections 7.3 and 7.4, above, the Title Company shall, in accordance with Paragraph 3 above. f. escrow instructions reasonably agreed upon by Seller and Buyer shall each deposit such other instruments Buyer, (a) record the Deed and deliver the documents delivered into escrow by Seller to Buyer, and (b) disburse the Purchase Price, as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property adjusted, in accordance with the terms hereofclosing statement and in accordance with wiring instructions provided by Seller (provided that if Seller assigns this Agreement to a qualified intermediary in accordance with the provisions of Section 16.5, funds due Seller on account of the Purchase Price shall instead be delivered to such qualified intermediary), and deliver the documents from escrow to the party entitled to receive the same.

Closing and Escrow. a. It A. The date of the Closing (the “Closing Date”) shall be the obligation date that is thirty (30) days after the expiration of the Due Diligence Period, unless otherwise mutually agreed upon by both parties. Notwithstanding the foregoing, in the event that additional time is needed for Seller to open an escrow satisfy the Conditions Precedent or to effectuate the 1031 exchange described in Section 18(M), Seller shall have the right upon ten (10) days prior written notice to Buyer, to extend the Closing Date for a period not to exceed thirty (30) days. If the purposes of Closing has not occurred by the Closing Date, as extended pursuant to the foregoing sentence, then such delay shall constitute a default by Seller under this Agreement, Agreement and to pay all fees required for the opening. The Buyer shall pay have all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes rights and any miscellaneous escrow feesremedies set forth in Section 6(B) herein. b. B. Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument Agreement shall serve as instructions to the Title Company (as the escrow holder for consummation of the purchase and sale contemplated herbyhereby). Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between such additional instructions and the provisions terms of this Agreement and any supplemental escrow instructionsAgreement, the terms of this Agreement shall controlprevail. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. C. At or before the Closing, Seller shall deposit into escrow deliver to Buyer the followingfollowing documents: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed, subject only to the Real Property Permitted Encumbrances; (ii) a duly executed ▇▇▇▇ of Sale; (iii) a duly executed Assignment; (iv) originals of the Service Contracts and any other relevant original Due Diligence Materials not previously delivered to Buyer pursuant to Section 5 above; (v) an affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 and is not subject to withholding under California or U.S. tax law in form reasonably acceptable to Buyer, subject duly executed by Seller; (vi) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners and/or shareholders as shall be reasonably required by Buyer and/or the Conditions of TitleTitle Company; (vii) a closing statement in form and content satisfactory to Buyer and Seller; and e. Before (viii) any other instruments, records or correspondence called for hereunder which have not previously been delivered or which otherwise may be necessary and appropriate to complete the Closing of the transactions contemplated herein. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. D. At or before the Closing, Buyer shall deposit into escrow deliver to Seller the following itemsdocuments: i. Funds necessary (i) a duly executed Assignment; (ii) a closing statement in form and content satisfactory to close this transaction, in accordance with Paragraph 3 aboveBuyer and Seller; and (iii) the remaining Purchase Price. f. E. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof. All documents to be delivered at Closing and all payments to be made under this Agreement shall be delivered into escrow with the Title Company. F. The following are to be apportioned as of the Closing Date, as follows:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) 60 days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument Agreement shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. b. The parties shall conduct an escrow Closing hereunder pursuant to this Paragraph 8 on or before September 4, 1997 or on such other date as Purchaser and Seller may agree in their sole and absolute discretion (the "Closing Date"), provided, however, that Purchaser shall be held and delivery of all items at have the right to extend the Closing under the terms of this Agreement shall be made at the offices of the Title Company Date on one or more occasions for up to thirty (30) days from in the date aggregate so long as Purchaser (i) delivers written notice to Seller not less than ten (10) business days prior to the then scheduled Closing Date, (ii) deposits an additional One Hundred Ten Thousand Dollars ($110,000.00) (the "Extension Deposit") in escrow with Title Company, and (iii) similarly extends the "Closing Date" under each of the Other Agreements and deposits with Title Company the "Extension Deposits" thereunder, and Seller shall have the right to extend the Closing Date with respect to affected Constituent Parcels for up to sixty (60) days as set forth in Paragraphs 6(c) and 11(b) hereof. Upon deposit with Title Company, the Extension Deposit shall be non-refundable, except to the extent that this Agreement (terminates as a result of a Seller default or the “failure of a condition to Closing Date”). Such date may not be extended without for the prior written approval benefit of both Seller and Buyer, except as otherwise expressly provided in this AgreementPurchaser. d. c. At or before the Closing, Seller shall deposit into escrow deliver to Purchaser the following: i. A the duly executed (and acknowledged Grand Deed conveying rights where appropriate acknowledged) Deed, Bill ▇▇ Sale, Assignment of Intangible Property and Assignment of Leases; ii. duly executed estoppel certificates as required pursuant to Subparagraph 8(b) above; iii. originals of all Leases, Assumed Contracts, and building permits, certificates of occupancy and plans and specifications for the Improvements and all tenant-occupied space included within the Improvements to the Real Property to Buyer, subject extent in Seller's possession or reasonable control; iv. notices to the Conditions of Title; and e. Before ClosingTenants in form satisfactory to Purchaser, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required duly executed by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.Seller;

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller Sellers and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing closing ("Closing") hereunder shall be held and ------- delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of Title Company, either in person, or, at the election of Buyer, through an escrow and pursuant to escrow instructions consistent with the terms of this Agreement and otherwise mutually satisfactory to Sellers and Buyer, within fifteen (15) days following the later of (i) the expiration of the Review Period, (ii) the expiration of the Title and Survey Extension (if applicable), (iii) the expiration of the Assumption Conditions Extension (if applicable), and (iv) the expiration of the VF Properties Extension (if applicable) on a date selected by Buyer following not less than five (5) days' notice to Sellers, but in no event later than Wednesday, October 31, 2001 (the "Closing Date"). ------------ (c) On or prior to 1:00 p.m. EDST on the Closing Date, Buyer shall deliver the following into escrow with the Title Company: (i) The Cash Portion of the Purchase Price, reduced by the amount of the Deposit, subject to the credits, adjustments and prorations described in this Agreement, in the form of a wire transfer to an account designated by the Title Company of good federal funds. (ii) Counterparts of the Assignment and Assumption of Ground Lease as to each the Ground Lease Properties, in the form attached hereto as Exhibit K, duly executed by Buyer. --------- (iii) Counterparts of the ▇▇▇▇ of Sale as to each of the Properties, in the form attached hereto as Exhibit L, duly executed by --------- Buyer. (iv) Counterparts of the Assignment and Assumption of Leases as to the Existing Leases at each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit M, duly executed by --------- Buyer. (v) Counterparts of the Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit N, duly executed by Buyer. --------- (vi) Counterparts of the Assignment and Assumption of Reciprocal Easement Agreement as to the REAs at the applicable Properties, in the form attached hereto as Exhibit BB, duly executed by Buyer. ---------- (vii) Counterparts of the Assumption Agreement as to the REMIC Loan and CapMark Loan, duly executed by Buyer (unless Sellers agree at Sellers' sole cost and expense to prepay the REMIC Loan or defease the CapMark Loan in accordance with the applicable terms of the Mortgage Documents). (viii) Counterpart of the Las Vegas Option Agreement (as hereinafter defined), duly executed and acknowledged by Buyer, unless the consent of the holder of REMIC Loan is not obtained in accordance with the provisions of Section 4(h). ------------ (ix) A Certificate of Warranties and Representations in the form attached hereto as Exhibit O, duly executed by Buyer. --------- (x) An assignment and assumption agreement relating to the obligations of KPT Mortgage LLC and KPT with respect to the formation and operation of "Welcome KPT LLC", in the form attached hereto as Exhibit P (the --------- "Welcome Assumption"), duly executed by Buyer, if applicable. ------------------ (xi) Such resolutions, authorizations, bylaws, good standing certificates, certificates of authorization to do business or other corporate, company and/or partnership documents or agreements relating to Buyer as shall be reasonably required in connection with this transaction. (xii) A statement itemizing funds to be collected and disbursed at Closing (the "Closing Statement"), duly executed by Buyer. ----------------- (xiii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by Sellers or the Title Company which have not previously been delivered. (d) On or prior to the Closing Date, Sellers shall deliver the following into escrow with the Title Company: (i) A special warranty deed as to each of the Properties other than the Ground Lease Properties, in the form that is customary in the state where the applicable Property is located and reasonably acceptable to Buyer and the Title Company, duly executed and acknowledged by the applicable Seller, conveying to Buyer, or Buyer's designee, fee simple title to the Properties other than the Ground Lease Properties, subject only to the applicable Permitted Exceptions (collectively, the "Deeds"). ----- (ii) An Assignment and Assumption of Ground Lease as to each of the Ground Lease Properties with covenants of special warranty, in the form attached hereto as Exhibit K, duly executed and acknowledged by the --------- applicable Seller and duly consented to by any necessary third party, as applicable (collectively, the "Ground Lease Assignments"). ------------------------ (iii) A ▇▇▇▇ of Sale as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit L, --------- duly executed by the applicable Seller. (iv) An Assignment and Assumption of Leases as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit M, duly executed by the applicable Seller. --------- (v) An Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit N duly executed by the applicable Seller. --------- (vi) An Assignment and Assumption of Reciprocal Easement Agreement as to the REAs at the applicable Properties, in the form attached hereto as Exhibit BB, duly executed by the applicable Seller, and duly ---------- consented to by any necessary third party, as applicable. (vii) A Notice to Tenants for each tenant of the Properties, each in the form attached hereto as Exhibit Q, duly executed by the --------- applicable Seller. (viii) A notice to all ground lessors under the Ground Leases, parties to the REAs, and vendors under the Existing Contracts of the Properties, as applicable, informing such parties of the transfer, each in a form reasonably acceptable to Buyer and duly executed by the applicable Seller. (ix) An Assumption Agreement as to the REMIC Loan and CapMark Loan, each duly executed by the applicable Seller and the holders of the applicable loan (unless Sellers agree at Sellers' sole cost and expense to prepay the REMIC Loan or defease the CapMark Loan in accordance with the applicable terms of the Mortgage Documents). (x) A counterpart of the Welcome Assumption Agreement, duly executed by KPT and KPT Mortgage, if applicable. (xi) A special warranty deed as to the Community Center Properties, each in the form that is customary in the state where the applicable Property is located and reasonably acceptable to the Title Company, duly executed and acknowledged by REMIC, conveying to KPT or its assignee fee simple title to the Community Center Properties (collectively, the "Community --------- Center Deeds"), together with bills of sale, assignments of leases, assignments ------------ of service contracts, warranties and guarantees, and other intangibles, and such other documents as may be reasonably requested to evidence the transfer of the Community Center Properties to KPT, all executed and acknowledged, as required, by REMIC. (xii) The Las Vegas Option Agreement, duly executed and acknowledged by KPT, unless the consent of the holder of REMIC Loan is not obtained in accordance with the provisions of Section 4(h). ------------ (xiii) A Certificate of Warranties and Representations in the form attached hereto as Exhibit R, duly executed by each Seller. --------- (xiv) A Termination of Management and Leasing Agreements which shall terminate each outstanding management and leasing agreements with Sellers or any of their affiliates at any Property, duly executed by Sellers and such manager. (xv) An affidavit from each Seller that such Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the -------------- Internal Revenue Code of 1986, as amended (the "Code"), in the form attached ---- hereto as Exhibit S. --------- (xvi) Such resolutions, authorizations, bylaws, good standing certificates, certificates of authorization to do business or other corporate and/or partnership documents or agreements relating to each Seller as shall be reasonably required in connection with this transaction. (xvii) A duly executed affidavit or certificate, in favor of the Title Company, sufficient to remove the exceptions from the Title Policy for mechanic's lien and parties in possession (with the exception of identified tenants) for each of the Properties, and a "gap" indemnity to the Title Company. (xviii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company or Buyer which have not previously been delivered. (xix) All applicable transfer tax forms, if any, with respect to each Property, duly executed by the applicable Seller, as appropriate. (xx) An assignment to Buyer of any security deposits of any tenants under the Existing Leases which are held in the form of letters of credit, duly executed by the applicable Seller. Such assignment shall be in a form approved by the bank issuing such letter of credit, which approval shall be obtained by Sellers. Buyer shall pay all costs and expenses of assigning such letters of credit. If any letter of credit shall not, pursuant to its terms, be assignable, Sellers shall grant to Buyer an irrevocable power of attorney to exercise Sellers' rights under such letter of credit. (xxi) The Closing Statement, duly executed by Sellers. (e) Upon receipt of all the funds and documents described in Sections 6(c) and 6(d), above, and provided the Title Company has irrevocably ------------- ---- agreed to issue the Title Policy, the parties shall instruct the Title Company to (i) deliver the funds on account of the Purchase Price to Sellers and otherwise disburse funds in accordance with the Closing Statement, (ii) record the Deeds, the Ground Lease Assignments and the Community Center Deeds and such other documents as may be appropriate as directed by Buyer and Sellers, and (iii) deliver the remaining documents from escrow to the party entitled to receive the same. (f) Real estate taxes and assessments and all rents, common area maintenance charges, and other items of income and expense relating to the operation of the Properties shall be adjusted and prorated as of 12:01 a.m. on the Closing Date, based on a 365-day year as follows: (i) Base rents under the Existing Leases shall be prorated as of the Closing Date, and Sellers shall receive credit for all rent collected as of that date. Sellers shall provide a credit in an amount equal to all prepaid rentals under the Existing Leases for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Rent received by Buyer or Sellers after Closing shall be first applied to all unpaid rent accruing after the Closing Date, then to the month in which the Closing occurs, and then to periods prior to the Closing Date, with Buyer's share thereof being held by Sellers for Buyer and promptly delivered to Buyer by Sellers in accordance with the provisions of Section 6(i). To the ------------ extent possible, percentage rents collected prior to the Closing shall be prorated at Closing as if received ratably throughout the year. Percentage rents paid or payable at a later date shall be adjusted in accordance with Section ------- 6(g), below. ---- (ii) Additional rent collected from tenants under the Existing Leases to cover taxes, insurance, utilities, maintenance, marketing and other operating costs and expenses (commonly known as "common area ----------- maintenance charges") shall be prorated as of the Closing Date, along with the ------------------- expenses for which such charges are collected. (iii) All rental payments and other charges under the Ground Leases shall be prorated as of the Closing Date. (iv) All fees and charges under the Restrictive Covenants shall be prorated as of the Closing Date. (v) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. Sellers shall be responsible for all installments for assessments and bonds which constitute a lien against each Property and are due and payable as of the Closing Date. (vi) The charges under the Existing Contracts shall be prorated as of the Closing Date. (vii) All cash security deposits relating to the Properties delivered to and retained by Sellers and not otherwise applied in accordance with the provisions of the applicable Lease shall be credited to Buyer at Closing. (viii) All assumable utility deposits relating to the Properties shall be transferred and assigned to Buyer, and credited to Sellers, at Closing. (ix) The parties shall adjust the Purchase Price for such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Properties and located in the states where such Property is located. The provisions of this Section 6(f) shall survive the Closing. (g) In the event that the Existing Leases require the reconciliation of additional rent "pass-throughs" to the landlord for common area maintenance charges, real estate taxes or other operating expenses, or for the payment of percentage rents, Buyer shall perform all of the obligations of the landlord under the Existing Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Existing Leases and provide Sellers with the results of such reconciliations no later than June 30, 2002. Sellers agree to deliver or make available to Buyer such information regarding the reconciliations and the underlying charges as may be in Sellers' possession or control. If such results reflect the underpayment of additional rent by tenants of the Properties for the year of Closing, Buyer shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Sellers their pro rata share of the amount collected from the tenants within thirty (30) days from of Buyer's collection of the date same. If such results reflect the overpayment of this Agreement (additional rent by tenants of the “Closing Date”). Such date may not be extended without Properties for the prior written approval year of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow deliver to Sellers an invoice from Buyer. Sellers shall pay to Buyer Sellers' pro rata share of the following items: i. Funds necessary amounts due to close this transactionsuch tenants within thirty (30) days of Buyer's demand, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required pay to close the escrow and consummate the purchase Sellers within thirty (30) days following receipt Sellers' pro rata share of the Real Property amounts collected from tenants which are due to Sellers (based on the amount of expenses actually incurred by Sellers' and Buyer, respectively, which are reimbursable through common area charges). The provisions of this Section 6(g) shall survive the Closing. (h) If any of the items described in accordance with Section 6(f) or 6(g) hereof cannot be apportioned at the terms hereof.Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that, neither party shall have the right to request apportionment or reapportionment of any such item at any time following one year after the Closing Date. If the Closing shall occur before a real estate or pe

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company Escrow Holder and this instrument Agreement shall serve as instructions to Title Company as the escrow holder Escrow Holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder Escrow Holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. The Closing hereunder (b) Escrow shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement close (the “Closing Date”) within ten (10) business days after the parties written notification and delivery to Escrow Holder of the Condition Precedent set forth in Section 5 above has been satisfied; provided however, in the event the escrow has not closed by July 31, 2018 (“Outside Closing Date”), this Agreement shall terminate. Such date In the event the Closing does not occur on or before the Outside Closing Date, the Escrow Holder shall return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreementhave for its wrongful failure to close. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Buyer or the Escrow Holder, as appropriate, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights with respect to Lot 3; (ii) a duly executed and acknowledged Right of Entry and License (OM&M) and Right of Entry and License (Lot 2 Rough Grading); (iii) a duly executed and acknowledged Covenant for Payment; (iv) a duly executed and acknowledged termination of Memorandum of Agreement re WIG OPA; (v) a FIRPTA affidavit (in the Real Property form attached as Exhibit I) pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986 (the “Code”), and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code and a properly executed California Form 597-W; (vi) such resolutions, authorizations, bylaws or other corporate and/or company documents or agreements relating to Seller and its members as shall be reasonably required by Buyer, subject ; Seller; (vii) closing statement in form and content satisfactory to Buyer and (viii) the Conditions of Titlecertificate certifying as to Seller’s representations and warranties as required by Subparagraph 5(e) above; and e. Before (ix) any other instruments, records or correspondence called for hereunder which have not previously been delivered. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) At or before the Closing, Buyer shall deposit into escrow deliver to Seller or the following itemsEscrow Holder, as appropriate, the following: i. Funds necessary (i) a closing statement in form and content satisfactory to close this transaction, Buyer and Seller; Court; (ii) the Purchase Price; (iii) a duly executed Order of Dismissal in accordance the WIG Case entered by the (iv) a duly executed and acknowledged Right of Entry and License (OM&M) and Right of Entry and License (Lot 2 Grading); (v) a duly executed and acknowledged Covenant for Payment with Paragraph 3 aboverespect to Lot 2; and WIG OPA. f. (vi) a duly executed and acknowledged Termination of Memorandum re (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required reasonably (f) The following are to close the escrow and consummate the purchase be apportioned as of the Real Property in accordance with the terms hereof.Closing Date, as follows:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company Buyer’s local counsel, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Gravel & ▇▇▇▇ PC, and this instrument Agreement shall serve as instructions to Title Company ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as the escrow holder for consummation of the purchase and sale contemplated herbyhereby substantially concurrently with the execution and delivery of this Agreement. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The parties shall endeavor to conduct an escrow Closing pursuant to Subparagraph 4(a) above. If, however, an escrow Closing is not practical, the Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in San Diego, California. The Closing shall occur substantially concurrently with the Title Company thirty (30) days from the date execution and delivery of this Agreement (date on which the Closing occurs is referred to herein as the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Buyer or the Title Company, as appropriate, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) a duly executed ▇▇▇▇ of Sale; (iii) a duly executed lease between Seller, as tenant, and Buyer, as landlord, in the form attached hereto as Exhibit J (the “Leaseback”); (iv) a duly executed Assignment of Intangible Property; (v) copies (to the Real Property to Buyerextent available and in Seller’s possession) of the building Permits and certificates of occupancy for the Improvements; (vi) each of the following, subject duly executed and in form sufficient for filing, and to the Conditions extent applicable: (i) Vermont Property Transfer Tax Return; (ii) Vermont Land Gains Tax Return (if applicable); and (iii) Vermont Non-Resident Withholding Tax Return (if applicable); (vii) a FIRPTA affidavit (in the form attached as Exhibit K) pursuant to Section 1445(b)(2) of Titlethe Internal Revenue Code of 1986 (the “Code”), and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; (viii) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its shareholders as shall be reasonably required by Buyer; (ix) closing statement in form and content satisfactory to Buyer and Seller; and e. Before (x) any other instruments, records or correspondence called for hereunder which have not previously been delivered. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) At or before the Closing, Buyer shall deposit into escrow deliver to Seller or the following itemsTitle Company, as appropriate, the following: i. Funds necessary (i) the Note, duly executed; (ii) a duly executed Leaseback; (iii) a duly executed Assignment of Intangible Property; and (iv) a closing statement in form and content satisfactory to close this transaction, in accordance with Paragraph 3 aboveBuyer and Seller. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof. Seller and Buyer hereby designate ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ of Gravel & ▇▇▇▇ PC as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder. (f) The following are to be apportioned as of the Closing Date, as follows:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree each agrees to execute such additional and supplementary escrow instructions as may be appropriate appropriate, or required by Title Company, to enable the escrow holder to comply with the terms of this Agreement; provided, however, provided that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall to be made at the Closing shall be made (except as otherwise set forth in this Agreement) at the offices of the Title Company thirty on or before 4:00 p.m. (30Eastern Time) on the date that is fifteen (15) days from after the date expiration of this Agreement the Due Diligence Period (the “Scheduled Closing Date”). Such date may In the event the Closing does not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At occur on or before the ClosingScheduled Closing Date, the Title Company shall return to the depositor thereof items which were deposited hereunder, subject to the provisions of Section 6. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to close. (c) On or prior to the Closing (or such earlier time as may be reasonably required by the Title Company), Seller shall deposit into deliver to Buyer or to Title Company, as escrow holder, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) two (2) duly executed counterparts of the Assignment of Intangible Property; (iii) two (2) duly executed counterparts of the Assignment and Assumption of Lease; (iv) two (2) duly executed counterparts of the ▇▇▇▇ of Sale; (v) three (3) duly executed counterparts of an Escrow Holdback Agreement in the form attached hereto as Exhibit O (the “Escrow Holdback Agreement”); (vi) executed counterparts of all transfer declarations applicable to the Real Property; (vii) a duly executed notice to the tenant under the Lease of the sale of the Property, in the form of Exhibit M attached hereto (“Notice to Tenant”), to the extent the Lease has not expired as of the Closing; (viii) a notice letter in the form of Exhibit J attached hereto and made a part hereof executed by Seller to each vendor under a Contract being assigned advising the vendor of the transfer of the Property and the assignment and assumption of the applicable Contract with stamped addressed envelopes and completed certified mail return receipt cards; (ix) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code (the “Code”) and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit I attached hereto (“FIRPTA”), together with such affidavits and other documentation as may be required pursuant to any tax withholding laws or requirements of the State where the Property is located; (x) an original of the Tenant Estoppel Certificate received pursuant to Section 5(a)(iv), if obtained; (xi) an original of any REA Estoppel Certificate received pursuant to Section 5(a)(iv), if obtained; (xii) an updated rent roll certified as accurate and dated within five (5) days of the Closing Date and a statement certified by Seller to be true and accurate as of the date thereof and as of the Closing Date, with respect to (i) the amount of Tenant’s security deposit under the Lease, if any, and (ii) prepaid and/or abated rents, including, without limitation, the amount thereof and the date to which such rents have been paid; (xiii) a duly executed counterpart of the Closing Statement (as defined below); (xiv) the original, fully-executed Lease, to the extent such original is in Seller’s possession, and a copy of all guaranties thereof, all exhibits, amendments and other modifications thereto, and, if Seller is not the original landlord under the Lease, all assignments necessary to establish that Seller is the successor-in-interest to the landlord’s rights under the Lease; (xv) the originals or certified copies of any documents representing any Intangible Property being conveyed to Buyer, subject each to the Conditions extent in Seller’s possession, provided that such items may be delivered to Buyer outside of Titleescrow on the Closing Date; (xvi) keys to all doors to the Improvements which are in Seller’s or its agents’ possession; (xvii) an Owner’s Declaration in the form of Exhibit N attached hereto; and e. Before (xviii) such resolutions and authorizations relating to Seller’s authority to undertake the transaction contemplated hereby as shall be reasonably required by Title Company. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) On or prior to the Closing, Buyer shall deposit into deliver to Title Company as escrow holder, the following itemsfollowing: i. Funds necessary (i) two (2) duly executed counterparts of the Assignment of Intangible Property; (ii) two (2) duly executed counterparts of the Assignment and Assumption of Lease; (iii) three (3) duly executed counterparts of the Escrow Holdback Agreement; (iv) a duly executed Notice to close this transactionTenant, to the extent the Lease has not expired as of the Closing; (v) executed counterparts of any applicable transfer declarations; (vi) a duly executed counterpart of the Closing Statement; and (vii) such resolutions and authorizations relating to Buyer’s power and authority to undertake the transaction contemplated hereby as shall be reasonably required by Title Company. In addition, the Purchase Price, as adjusted for prorations and costs as provided herein shall have been delivered to Title Company, as escrow holder. Seller may waive compliance on Buyer’s part under any of the foregoing items by an instrument in accordance with Paragraph 3 abovewriting. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Real Property in accordance with the terms hereof. Seller and Buyer hereby designate Title Company as the “Real Estate Reporting Person” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder. (f) The parties acknowledge that ▇▇▇▇▇ will execute this Agreement, the Seller Closing Documents and any other documents required to be executed by Seller pursuant to the terms of Sections 7(c) and 7(e) on behalf of each Individual Seller pursuant to ▇▇▇▇▇’ authorization as special manager pursuant to a Co-Owner Consent Form and Appointment of Special Manager to be executed and delivered to ▇▇▇▇▇ by each Individual Seller (“Seller Proxies”), all of which shall be delivered to Title Company on or before Closing. Additionally, such execution by ▇▇▇▇▇ shall evidence ▇▇▇▇▇’ liability, obligation, and joinder to this Agreement where applicable (e.g., Sections 5(a)(vi) and 6(d)). (g) The following are to be apportioned as of the Closing Date and the applicable adjustment(s) shall be made to the proceeds from the Purchase Price to be delivered to Seller:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument Agreement shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder Title Company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions (other than joint escrow instructions), the terms of this Agreement shall control. c. (b) The parties shall conduct an escrow Closing hereunder pursuant to this Paragraph 8 on a date agreed to by the parties, provided said date shall not be held and delivery of all items at later than the Closing under date which is twenty (20) days after the terms of this Agreement shall be made at the offices end of the Title Company thirty (30) days from the date of this Agreement Due Diligence Period (the “Closing Date”). Such In the event the Closing does not occur on or before the Closing Date, the Title Company shall provide written notice to both parties informing each that, unless it receives written notice from either party within five (5) days after the date of such notice, it will return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreementhave for its wrongful failure to close. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Title Company (for delivery to Purchaser upon Closing) the following (other than the materials described in clause (xi) below, which shall be delivered directly to Purchaser by Seller substantially concurrent with the Closing): (i) a duly executed and acknowledged special warranty deed in the form attached hereto as Exhibit C (the “Deed”); (ii) a ▇▇▇▇ of sale in the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”); (iii) an assignment and assumption of service contracts, warranties and guaranties and other intangible property in the form attached hereto as Exhibit E (the “Assignment and Assumption of Intangible Property”); (iv) an assignment and assumption of leases in the form attached hereto as Exhibit F (the “Assignment and Assumption of Leases”); (v) duly executed estoppel certificates as required pursuant to Paragraph 6(a)(i) above to the extent such estoppel certificates have not previously been delivered to Purchaser as provided in Paragraph 6(a)(i) above; (vi) notices to the Tenants in form reasonably satisfactory to Purchaser and Seller, duly executed by Seller, which notices, shall, among other matters, inform the Tenants that their security deposits have been transferred to Purchaser; (vii) a “FIRPTA Affidavit” pursuant to Section 1445(b)(2) of the Internal Revenue Code, duly executed by Seller; (viii) a duly executed excise tax affidavit with respect to the Property; (ix) such resolutions, authorizations, bylaws or other corporate and/or partnership documents relating to Seller as shall be required by Title Company; (x) the certificate certifying as to Seller’s representations and warranties as required by Paragraph 9(b) below; (xi) keys to all locks located in or about any portion of the Property and all personal property described in the ▇▇▇▇ of Sale to the extent in Seller’s possession or reasonable control; originals of all Leases, Assumed Contracts, and, to the extent in Seller’s possession or reasonable control, building permits, certificates of occupancy, plans and specifications for the Improvements and all tenant-occupied space included within the Improvements, and all other material documents, agreements and correspondence and items relating to the ownership, operation, maintenance or management of the Property. (xii) duly executed counterparts of the Assumption Agreements and other documents reasonably required by the Lender in connection with Purchaser’s assumption of the Loan; and (xiii) any other customary and/or reasonable closing documents reasonably requested by Title Company or Purchaser (provided that in no event shall any such documents increase the liability of Seller except that Seller shall provide the Title Company with a form of owner’s affidavit and indemnity agreement reasonably acceptable to Seller sufficient for the Title Company to issue the Title Policy at Closing). (d) At or before the Closing, Purchaser shall deliver to Title Company (for delivery to Seller upon Closing) the following: i. A (i) the duly executed counterpart Assignment and acknowledged Grand Deed conveying rights Assumption of Leases and Assignment and Assumption of Intangible Property; (ii) a duly executed counterpart excise tax affidavit with respect to the Real Property Property; (iii) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to BuyerPurchaser as shall be required by Title Company; (iv) any other customary and/or reasonable closing documents requested by Title Company or Seller (provided that in no event shall any such documents materially increase the liability of Purchaser); and (v) the balance of the Purchase Price in cash or other immediately available funds, subject to prorations and adjustments as set forth herein. (e) Seller and Purchaser hereby designate Title Company as the Conditions “Reporting Person” for the transaction pursuant to Section 6045(e) of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds Internal Revenue Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to close this transaction, in accordance with Paragraph 3 aboveeffectuate such designation. f. Seller and Buyer shall each deposit such other instruments (f) The following are to be apportioned as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Closing Date as follows, with Purchaser being deemed to be the owner of the Property in accordance during the entire day on which the Deed is recorded and being entitled to receive all income of the Property, and being obligated to pay all expenses of the Property, with the terms hereof.respect to such day:

Closing and Escrow. a. It shall be Unless other arrangements have been made between the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument a specific Purchaser, on or prior to the Closing, each Purchaser shall serve as instructions deliver or cause to Title Company as be delivered the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply following in accordance with the terms of this Agreement; provided, however, that subscription procedures described in the event of any conflict between the provisions of Section 1(d) below: (i) this Agreement and any supplemental escrow instructionsthe Registration Rights Agreement, duly executed by such Purchaser; (ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser’s name on Schedule A hereto (such product, the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing DateSubscription Amount”). Such date may not be extended without , in the prior written approval form of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights a wire transfer to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transactionEscrow Agent, in accordance with Paragraph 3 above.the Escrow Agent’s written instructions; and f. Seller (iii) a fully completed and Buyer shall each deposit such other instruments duly executed Questionnaire in the form attached as are reasonably required Exhibit B hereto (the “Questionnaire”). The funds received pursuant to this Section 1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At the Closing, as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated, each Purchaser shall receive back its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow holder or otherwise required the Subscription Amount for all the Securities being sold to close the escrow Purchasers, and consummate the purchase all of the Real Property conditions set forth in accordance with Section 6 and Section 7 below have been satisfied (or waived). Certificates evidencing the terms hereofSecurities may be delivered after the Closing, within a reasonable time.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as the instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement the supplementary escrow instructions shall control. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) Company, within 150 days from the Effective Date, or such other date as Buyer and Seller may mutually agree in writing (the "Closing Date"); provided however that Buyer shall not be required to close escrow unless all conditions to Closing have been satisfied or waived by Buyer in accordance with Section 4 of this Agreement (the “Closing Date”)Agreement. Such date may not be extended without the prior written approval of both Seller and Buyer. In the event the Closing does not occur on or before the Closing Date, except as otherwise expressly provided in this Agreementthe escrow holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which may have been deposited hereunder. Any such return shall not, however, relieve either party hereto of any liability it may have for its wrongful failure to close. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Buyer the following: i. (i) A duly executed and acknowledged Grand Deed grant deed conveying rights to the Buyer the Real Property to Buyerand the Appurtenances, subject to the Conditions of Title; and e. Before Closingand all rights, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transactionprivileges and easements appurtenant thereto, in accordance with Paragraph as required by Section 3 above; (ii) Originals of all leases (and amendments thereto, if any, and all records and correspondence relating thereto) covering any portion of the Property, and any security deposits relating thereto; (iii) An affidavit pursuant to Section 1445(b)(2) of the Internal Revenue Code and substantially in the form attached hereto as Exhibit B and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code; (iv) An affidavit pursuant to Section 18662 of the California Revenue and Taxation Code regarding the withholding requirements for sellers of real property in California; (v) Closing statement in form and content satisfactory to Buyer and Seller. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. f. (d) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof, including, without limitation, an agreement (the "Designation Agreement") designating Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder, and executed by Seller, Buyer and Title Company. The Designation Agreement shall be substantially in the form attached hereto as Exhibit C and, in any event, shall comply with the requirements of Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder. (e) Rents actually collected (whether such collection occurs prior to, on or after the Closing), real property taxes, water, sewer and utility charges, annual permits and/or inspection fees (calculated on the basis of the period covered), insurance premiums (as to those policies, if any, that Buyer determines will be continued after the Closing), and other expenses normal to the operation and maintenance of the Property shall be prorated as of 12:01 a.m. on the date the grant deed is recorded on the basis of a 365-day year. Seller and Buyer hereby agree that if any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then the same shall be calculated within thirty (30) days after the Closing Date and either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of five percent (5%) per annum from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a ▇▇▇▇ therefor. (f) At or before the Closing, Seller shall pay the full amount of all current and delinquent taxes and any other assessments or bonds on the Property. Buyer shall pay the premium for the policy of title insurance and all other costs and charges of the escrow for the sale. (g) Buyer or its assignee agrees to cooperate with Seller in completing an exchange qualifying for nonrecognition of gain under Internal Revenue Code §1031 and the applicable provisions of the California Revenue and Taxation Code. Seller reserves the right to convert this transaction to an exchange at any time before the Closing. Seller and Buyer agree, however, that consummation of the transaction contemplated by this Agreement is not predicated or conditioned on completion of such an exchange. If Seller elects to complete an exchange, Buyer shall execute all escrow instructions, documents, agreements, or instruments reasonably requested by Seller to complete the exchange. Buyer shall incur no additional liabilities, expenses, or costs as a result of or connected with the exchange. Seller agrees to indemnify, defend, and hold Buyer harmless from any liabilities, damages, or costs (including but not limited to reasonable attorney fees and related costs) that may arise from Buyer's participation in the exchange.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. 7.1 Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller shall promptly notify the Title Company and Purchaser in writing as to the Effective Date and the date that the Due Diligence Period ends, which dates shall be controlling unless Purchaser objects in writing within three business days of receipt of such notice or unless the parties otherwise agree. Seller and Buyer Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. 7.2 The Closing hereunder consummation of the transactions contemplated hereby (the "Closing") shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of Purchaser's counsel or if requested by Purchaser, at the Title Company office of Purchaser's lender, on April 18, 2000, or such later date as provided in Section 4.2; provided, however, that Seller shall have the right, by delivery to Purchaser of written notice to Seller at least five (5) days prior to the scheduled Closing Date, to extend the Closing Date for a period of up to thirty (30) days from if Seller determines that such extension is necessary in order to allow Seller to consummate a tax deferred exchange (as described in Section 16.5 below). In the date event of this Agreement (any such extension, the “"Closing Date”). Such date may not be extended without " as used herein shall mean for all purposes hereunder the prior written approval of both Seller and BuyerClosing Date, except as otherwise expressly provided in this Agreementso extended. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It (a) The consummation of the transaction contemplated herein (“Closing”) shall occur (i) on August 13, 2009 with respect to the Tranche I Locations (the “Initial Closing Date”), subject to extension as provided in Section 2.5 above and (ii) on September 30, 2009 with respect to the Tranche II Locations and the Exhibit F Sites (the “Second Closing Date”), provided, however, that if any Substitute Locations are identified with respect to the Tranche II Locations or the Exhibit F Sites, the Second Closing Date for all Tranche II Locations and Exhibit F Sites shall be extended to the obligation latest date for closing of the Seller to open Substitute Locations determined by Section 2.5(f) above (such that all Tranche II Locations, Exhibit F Sites and Substitute Locations shall close simultaneously on the Second Closing Date). (b) The Closing shall be effected through an escrow for with the purposes escrow agent identified in Section 1.1(d) (the “Escrow Agent”); provided that all condition precedents to Closing shall have been satisfied and Escrow Agent has delivered to Investor LP an insured closing letter from the Title Company. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Investor LP and Operator LP. Upon satisfaction or completion of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes conditions and any miscellaneous escrow fees. b. Upon execution of this Agreementdeliveries, the parties hereto shall deposit an direct the Escrow Agent to immediately deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed counterpart of by Operator LP and Investor LP. Provided such supplemental escrow instructions are not in conflict with this Agreement with Title Company as it may be amended in writing from time to time, Operator LP and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer Investor LP agree to execute such additional and supplementary supplemental escrow instructions as may be appropriate to enable the escrow holder Escrow Agent to comply with the terms of this Agreement; provided, however, . The parties agree that in the event of any conflict between the provisions of this Agreement Closing shall occur on a so-called “New York style” basis and Operator LP (and any supplemental escrow instructionsAffiliates Owner(s), the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably if required by the escrow holder or otherwise Title Company) shall provide such gap indemnities as may be required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereofeffectuate such.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument Agreement shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer ▇▇▇▇▇▇▇▇▇ agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder title company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions (other than joint escrow instructions), the terms of this Agreement shall control. c. (b) The parties shall conduct an escrow Closing hereunder shall be held and delivery of all items at pursuant to this Paragraph 8 on the Closing under date that is the terms of this Agreement shall be made at date that is fifteen (15) days after the offices expiration of the Title Company thirty (30) days from the Due Diligence Period, or on such other date of this Agreement as Purchaser and Seller may agree in their sole and absolute discretion (the “Closing Date”). Such date In the event the Closing does not occur on or before the Closing Date, the Title Company shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreementhave for its wrongful failure to close. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Title Company (for delivery to Purchaser upon Closing) the following (other than the materials described in clause (xi) below, which shall be delivered directly to Purchaser by Seller substantially concurrent with the Closing): (i) a duly executed and acknowledged deed in the form attached hereto as Exhibit C (the “Deed”); (ii) a bill of sale in the form attached hereto as Exhibit D (the “Bill of Sale”); (iii) an assignment of service contracts, warranties and guaranties and other intangible property in the form attached hereto as Exhibit E (the “Assignment of Intangible Property”); (iv) an assignment of leases in the form attached hereto as Exhibit F (the “Assignment of Leases”); (v) duly executed estoppel certificates as required pursuant to Paragraph 6(b) above to the extent such estoppel certificates have not previously been delivered to Purchaser as provided in Paragraph 6(b) above; (vi) originals of all Leases, Assumed Contracts, and, to the extent in Seller’s possession or reasonable control, buildings permits, certificates of occupancy, plans and specifications for the Improvements and all tenant-occupied space included within the Improvements, and all other material documents, agreements and correspondence and items relating to the ownership, operation, maintenance or management of the Property; (vii) notices to the Tenants in form reasonably satisfactory to Purchaser and Seller, duly executed by Seller, which notices, shall, among other matters, inform the Tenants that their security deposits have been transferred to Purchaser; (viii) a “FIRPTA Affidavit” pursuant to Section 1445 (b)(2) of the Internal Revenue Code, duly executed by Seller; (ix) a duly executed and acknowledged excise tax affidavit with respect to the Property in a form reasonably acceptable to Purchaser; (x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents relating to Seller as shall be required by Title Company; (xi) the certificate certifying as to Seller’s representations and warranties as required by Paragraph 9(b) below; (xii) a duly executed and acknowledged affidavit of real property value with respect to the Property; (xiii) keys to all locks located in or about any portion of the Property and all personal property described in the Bill of Sale to the extent in Seller’s possession or reasonable control; and (xiv) any other closing documents reasonably requested by Title Company or Purchaser. Purchaser may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) At or before the Closing, Purchaser shall deliver to Title Company (for delivery to Seller upon Closing) the following: i. A (i) the duly executed Assignment of Leases and Assignment of Intangible Property; (ii) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Purchaser as shall be required by Title Company; value; (iii) the duly executed and acknowledged Grand Deed conveying rights to affidavit of real property (iv) any other customary and/or reasonable closing documents requested by Title Company or Seller (provided that in no event shall any such documents increase the Real Property to Buyerliability of Purchaser); and (v) the balance of the Purchase Price in cash or other immediately available funds, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 aboveprorations and adjustments as set forth herein. f. (e) Seller and Buyer Purchaser shall each deposit such other instruments as are reasonably required by the escrow holder title company or otherwise required to close the escrow and consummate the purchase acquisition of the Real Property in accordance with the terms hereofhereof (provided that in no event shall any such documents increase the liability of Purchaser or Seller). Seller and Purchaser hereby designate Title Company as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (f) The following are to be apportioned as of the Closing Date as follows, with Purchaser being deemed to be the owner of the Property during the entire day on which the Deed is recorded and being entitled to receive all income of the Property, and being obligated to pay all expenses of the Property, with respect to such day:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. 7.1 Upon execution of this Agreement, the parties hereto shall deposit deliver an executed counterpart of this Agreement with to the Title Company and this instrument Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Inspection Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. 7.2 The Closing hereunder consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of the Title Company thirty Company, on a date which date is not later than twenty (3020) days from after the end of the Inspection Period subject to satisfaction of conditions precedent set forth herein, or on such other date as may be agreed by the Parties in writing It is anticipated that Closing will occur during the month of this Agreement March, 2004. 7.3 At least one (1) business day prior to the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit deliver the following into escrow with the following:Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel): i. (a) A duly executed and acknowledged Grand Special Warranty Deed (herein referred to as the "Deed") in recordable form conveying rights the Property to Buyer as grantee therein, subject only to Permitted Exceptions. (b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's ri▇▇▇, title and ▇▇▇▇rest in and to the Real Property to Buyerfixtures and personal property described in Section 1.3. (c) A duly executed assignment of the Lease between Seller and Tenant and the written consent of Tenant thereto (if required By the Lease). (d) An affidavit dated as of the date of Closing, subject duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations. (e) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Company for the purpose of issuing an Owner's and Lender's title insurance policy without exception for parties other than Tenant in possession or mechanics and materialmen's or construction liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller. (f) A certificate, duly executed, updating the representations and warranties of Seller set forth in this Agreement through Closing, which certificate shall state that there has been no material change in such representations and warranties, or if so, what changes have taken place. (g) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Conditions Closing Statement signed by Buyer pursuant to Section 7.4. (h) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall be reasonably requested to evidence the authority of Title; andSeller to enter into and consummate the transaction contemplated by this Agreement. e. Before (i) A duly executed 1099-S Designation Form. (j) Such other documents as are reasonably necessary to consummate this Agreement including, without limitation, such events as may be required by Lease with the Tenant. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. 7.4 Buyer shall deliver the following into escrow with the Title Company, at least one (1) business day prior to the Closing Date, unless otherwise specified: (a) The balance of the Purchase Price as required by Section 2.1(b), which will be wired to the Title Company no later than 11:00 a.m. on the Closing Date. (b) A duly executed certificate updating the representations and warranties of Buyer set forth in this Agreement through such Closing Date, which certificate shall state that there has been no material change in said representations and warranties, or if so, what changes have taken place. (c) A certificate from the Michigan Secretary of State dated no more than sixty (60) days prior to the Closing, confirming that Buyer is duly formed and in good standing under the laws of such state. (d) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall deposit be reasonably requested to evidence the authority of Buyer to enter into escrow and consummate the following items:transactions contemplated by this Agreement. i. Funds (e) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Seller pursuant to Section 7.3. (f) Such other documents as are reasonably necessary to close consummate this transactionAgreement. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. 7.5 Upon receipt of all the funds and documents described in Sections 7.3 and 7.4, above, the Title Company shall, in accordance with Paragraph 3 above. f. escrow instructions reasonably agreed upon by Seller and Buyer shall each deposit such other instruments Buyer, (a) record the Deed and deliver the documents delivered into escrow by Seller to Buyer, and (b) disburse the Purchase Price, as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property adjusted, in accordance with the terms hereofclosing statement and in accordance with wiring instructions provided by Seller (provided that if Seller assigns this Agreement to a qualified intermediary in accordance with the provisions of Section 16.5, funds due Seller on account of the Purchase Price shall instead be delivered to such qualified intermediary), and deliver the documents from escrow to the party entitled to receive the same.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing closing ("Closing") hereunder shall be held and delivery of ------- all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of Title Company, upon a date (the "Closing Date") following ------------ the expiration of the Review Period and satisfaction of the conditions contained in Sections 5(a) and 5(b) hereof, selected by Buyer, on not less than five (5) ------------- ---- days' notice to Seller, but in no event, later than December 31, 2001. (c) On the Closing Date, Buyer shall deliver the following into escrow with the Title Company: (i) The Purchase Price, reduced by the amount of the Deposit, subject to the credits, adjustments and prorations described in this Agreement, in the form of a wire transfer of good federal funds. (ii) A counterpart Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit D, duly executed by Buyer. --------- (iii) Such resolutions, authorizations, bylaws or other corporate, company and/or partnership documents or agreements relating to Buyer as shall be reasonably required in connection with this transaction. (iv) A statement itemizing funds to be collected and disbursed at Closing (the "Closing Statement"), duly executed by Buyer. ----------------- (v) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company thirty which have not previously been delivered. (30d) days from On or prior to the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit deliver the following into escrow with the followingTitle Company: i. (i) A special warranty deed (the "Deed"), in the form that is ---- customary in the state where the Property is located and reasonably acceptable to the Title Company, duly executed and acknowledged Grand Deed by Seller, conveying rights to Buyer fee simple title to the Real Property to BuyerProperty, subject only to the Conditions Permitted Exceptions. (iii) A duly executed counterpart of Title; andthe Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit D, whereby Buyer assumes all --------- service contracts and other agreements relating to the Property which have been identified to Seller by Buyer during the Review Period (the "Assumed ------- Contracts"). --------- e. Before (iv) An affidavit in form satisfactory to Buyer that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal -------------- Revenue Code of 1986, as amended (the "Code") in the form attached hereto as ---- Exhibit E. --------- (v) Sufficient funds to meet all of Seller's obligations with respect to closing costs, prorations and adjustments. (vi) Such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller as shall be reasonably required in connection with this transaction. (vii) A duly executed affidavit or certificate, in favor of Buyer and the Title Company, sufficient to remove the exceptions from the Title Policy for mechanic's lien and parties in possession, and any other standard exceptions. (viii) The Closing Statement, duly executed by Seller. (ix) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company which have not previously been delivered. (e) Upon receipt of all the funds and documents described in Sections 5(c) and 5(d), above, and provided the Title Company is in a position ------------ ---- to issue the Title Policy, the Title Company shall (i) deliver the funds on account of the Purchase Price to Seller and otherwise disburse funds in accordance with the Closing Statement, (ii) record the Deed and such other documents as may be appropriate as directed by Buyer and Seller, and (iii) deliver the remaining documents from escrow to the party entitled to receive the same. (f) Real estate taxes and public or private assessments for the current year shall be prorated, whether or not due and payable, as of 12:01 a.m. on the Closing Date, based on a 365-day year. If real estate taxes for the current year cannot be ascertained, those for the previous year shall be utilized without allowance for any discount allowed by law. Seller shall be responsible for all installments for assessments and bonds which constitute a lien against the Property and are due and payable as of the Closing Date. (g) Within six (6) months following the Closing, Buyer shall deposit prepare and present to Seller a recalculation of any and all amounts due under Section ------- 6(f), above, taking into escrow consideration receipt of current year tax bills. The ---- parties shall make the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 aboveappropriate adjusting payment between them within 30 days of delivery of any such recalculation. f. Seller and (h) The charges under the Assumed Contracts shall be prorated as of the Closing Date. (i) Buyer shall each deposit such other instruments as are reasonably required by pay the escrow holder or otherwise required to close premium for the escrow and consummate Title Policy, the purchase cost of the Real Commitment and all survey costs. The cost of any transfer and recordation taxes (including documentary stamps) applicable to the Deed shall be paid by Seller, and recording fees shall be paid by Seller. The Title Company's fees for escrow services shall be divided equally between Buyer and Seller. Any costs associated with any mortgage or other financing obtained by Buyer in connection with this transaction shall be borne exclusively by Buyer. (j) Possession of the Property in accordance with the terms hereofshall be delivered to Buyer at Closing.

Closing and Escrow. a. It The Closing shall take place on the Closing Date at the New York, New York office of Proskauer Rose LLP (except that any documents that are required to be recorded shall be delivered to the obligation Title Company), or such other place as Seller and Purchaser shall agree in writing; it being agreed that, except for documents required to be recorded, any Closing Documents may be delivered via the email exchange of PDFs, provided that manually signed counterparts of any PDF Closing Documents are sent to the Seller to open an escrow for applicable counterparty via overnight courier on the purposes of this Agreement, and to pay all fees required for the openingClosing Date. The Buyer This Agreement shall pay all closing costs required for the closing thereof includingnot be merged into any Escrow Instructions, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto Escrow Instructions shall deposit an executed counterpart of be deemed auxiliary to this Agreement with Title Company and, as between Purchaser and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; providedSeller, however, that in the event of any conflict between the provisions of this Agreement shall govern and any supplemental escrow instructionscontrol. Within two (2) Business Days after October 8, 2015, Escrow Agent shall disburse to Seller EIGHT MILLION DOLLARS ($8,000,000) of the terms ▇▇▇▇▇▇▇ Money to Seller as directed by Seller in writing and without further instruction, approval or consent of Purchaser. The ▇▇▇▇▇▇▇ Money disbursed to Seller by Escrow Agent shall nonetheless remain a part of the ▇▇▇▇▇▇▇ Money, and in the case where this Agreement shall control. c. The Closing hereunder is terminated in accordance with its terms and Purchaser is entitled to a refund of the ▇▇▇▇▇▇▇ Money, Seller shall be held required to promptly deliver to Purchaser after such termination the ▇▇▇▇▇▇▇ Money previously disbursed to Purchaser. Notwithstanding anything to the contrary set forth herein: (a) Purchaser shall have the right, in its sole and delivery absolute discretion (and without prejudice to any of all items at its rights under this Agreement), to extend the Closing under the terms Date for a period of this Agreement shall be made at the offices of the Title Company thirty up to sixty (3060) days from to a date designated by Purchaser that is no later than January 29, 2016, upon written notice to Seller at any time on or prior to October 27, 2015, and without payment of any extension fee or any additional ▇▇▇▇▇▇▇ Money other than the date of this Agreement Extension ▇▇▇▇▇▇▇ Money (as hereinafter defined), provided that if Purchaser exercises its right to extend the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except Date as otherwise expressly provided in this Agreement. d. At Section 6.01(a), then no later than November 16, 2015, Purchaser shall deposit with the Escrow Company, as escrow agent, the additional amount of EIGHT MILLION DOLLARS ($8,000,000), by wire transfer of immediately available United States of America funds, as a further ▇▇▇▇▇▇▇ money deposit (together with interest earned thereon, the “Extension ▇▇▇▇▇▇▇ Money”), and within two (2) Business Days thereafter, Escrow Company shall disburse to Seller the Extension ▇▇▇▇▇▇▇ Money as directed by Seller in writing and without further instruction, approval or before consent of Purchaser, and the Closingtotal Purchase Price shall be increased at Closing by FIVE HUNDRED THOUSAND DOLLARS ($500,000). The Additional ▇▇▇▇▇▇▇ Money disbursed to Seller by Escrow Company shall nonetheless remain a part of the ▇▇▇▇▇▇▇ Money, and in the case where this Agreement is terminated in accordance with its terms and Purchaser is entitled to a refund of the ▇▇▇▇▇▇▇ Money, Seller shall deposit into escrow be required to promptly deliver to Purchaser after such termination the following:Extension ▇▇▇▇▇▇▇ Money previously disbursed to Purchaser; i. A duly executed (b) If Purchaser exercises the extension set forth in Section 6.01(a), then Purchaser shall have the right, upon thirty-five (35) days’ prior written notice to Seller, in its sole and acknowledged Grand Deed conveying absolute discretion (and without prejudice to any of its rights under this Agreement), to extend the Real Property Closing Date to Buyera date designated by Purchaser that is no later than February 29, subject 2016, without payment of any extension fee or any additional ▇▇▇▇▇▇▇ Money, provided that if Purchaser exercises its right to extend the Conditions of TitleClosing Date as provided in this Section 6.01(b), the total Purchase Price shall be increased at Closing by TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000); and e. Before Closing(c) If Purchaser exercises the extension set forth in Section 6.01(b), Buyer then Purchaser shall deposit into escrow have the following items: i. Funds necessary right, upon thirty-five (35) days’ prior written notice to close this transactionSeller, in accordance with Paragraph 3 above. f. Seller its sole and Buyer absolute discretion (and without prejudice to any of its rights under this Agreement), to extend the Closing Date to a date designated by Purchaser that is no later than March 31, 2016, without payment of any extension fee or any additional ▇▇▇▇▇▇▇ Money, provided that if Purchaser exercises its right to extend the Closing Date as provided in this Section 6.01(c), the total Purchase Price shall each deposit such other instruments as are reasonably required be increased at Closing by TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) (which increase in the escrow holder or otherwise required Purchase Price shall be in addition to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.increase pursuant to Section 6.01(b));

Closing and Escrow. a. (a) It shall be the obligation of the Seller to open an escrow Escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs fees, taxes, and escrow fees required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow feesthereof. b. (b) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as the instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer ▇▇▇▇▇ agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control. c. (c) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty one hundred twenty (30120) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (d) At or before the Closing, Seller shall deposit into escrow the following: i. (i) A duly executed and acknowledged Grand Deed ▇▇▇▇▇ ▇▇▇▇ conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. (e) Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction(i) An executed and acknowledged CDBG Deed of Trust and Promissory Note, in accordance with Paragraph 3 2 above. f. (ii) An executed and acknowledged Seller Carry-Back Deed of Trust and Installment Note, in accordance with Paragraph 2 above. (f) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder holder, lender(s), or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company Escrow Holder and this instrument Agreement shall serve as instructions to Title Company as the escrow holder Escrow Holder for consummation of the purchase and sale contemplated herbyhereby. (b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). Seller and Buyer agree In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties to execute the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; providedreturn shall not, however, that in the event relieve either party of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall controlliability it may have for its wrongful failure to Close. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30c) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow deliver to Escrow Holder or Buyer the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) a duly executed Bill ▇▇ Sale; (iii) to the Real Property extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases; (iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control); (v) a duly executed Assignment of Intangible Property; (vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer, subject ; (vii) notices to the Conditions Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller; (viii) Tenant Certificates meeting the requirements of TitleParagraph 6(g); (ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K; (x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey; (xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters; (xii) a closing statement prepared by the Title Company (the "Closing Statement") duly executed by Seller; (xiii) all keys to the Property (except for keys in the possession of the tenants); (xiv) evidence of termination of any Service Contracts and other agreements affecting the Property that are not Assumed Contracts; and e. Before (xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing or by the occurrence of Closing. (d) At or before the Closing, Buyer shall deposit into escrow deliver to Escrow Holder or Seller the following itemsfollowing: i. Funds necessary to close (i) a duly executed Assignment of Leases; (ii) a duly executed Assignment of Intangible Property; (iii) the Closing Statement, duly executed by Buyer; (iv) the Purchase Price in immediately available and good funds less any holdbacks and proration credits provided for this transaction, Agreement; and (v) a Certificate of Buyer in accordance with Paragraph 3 above.the form attached hereto as Exhibit M. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties Parties hereto shall deposit an executed counterpart of this Agreement with Title Company Escrow Holder and this instrument shall serve as the instructions to Title Company Escrow Holder as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Escrow Holder shall execute the Joinder by Title Company attached hereto, acknowledging receipt of the fully-executed Agreement and escrow instructions pursuant to this Agreement. Seller and Buyer ▇▇▇▇▇ agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement Agreement, shall be made at the offices of First American Title, in c/o ▇▇▇▇▇ ▇▇▇▇▇, Escrow Officer, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the Title Company thirty (30) days from the “Escrow Holder”), as soon as practicable after all of Buyer’s conditions to closing pursuant to Section 4 are satisfied; or such other date of this Agreement prior thereto as Buyer and Seller may mutually agree in writing (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. In the event the Closing does not occur on or before the Closing Date or pursuant to Section 4, the Escrow Holder shall, unless it is notified by both Parties to the contrary within ten (10) days after the Closing Date, return to the depositor thereof items which may have been deposited hereunder. Any such return shall not, however, relieve either Party hereto of any liability it may have for its wrongful failure to close. d. (c) At or before the Closing, Seller and Buyer shall deposit into escrow deliver to the Escrow Holder the following: i. (i) A duly executed and acknowledged Grand Deed ▇▇▇▇▇ deed conveying rights to the Real Buyer the Property to Buyerand all rights, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with privileges and easements appurtenant thereto as required by Paragraph 3 above.; f. Seller (ii) Originals or copies of building permits and Buyer shall each deposit such other instruments as are reasonably required by certificates of occupancy, if any, for the escrow holder or otherwise required to close Improvements and all occupied space included within the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.Improvements;

Closing and Escrow. a. It The Closing shall take place on the Closing Date at the New York, New York office of Proskauer Rose LLP (except that any documents that are required to be recorded shall be delivered to the obligation Title Company), or such other place as Seller and Purchaser shall agree in writing; it being agreed that, except for documents required to be recorded, any Closing Documents may be delivered via the email exchange of PDFs, provided that manually signed counterparts of any PDF Closing Documents are sent to the Seller to open an escrow for applicable counterparty via overnight courier on the purposes of this Agreement, and to pay all fees required for the openingClosing Date. The Buyer This Agreement shall pay all closing costs required for the closing thereof includingnot be merged into any Escrow Instructions, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto Escrow Instructions shall deposit an executed counterpart of be deemed auxiliary to this Agreement with Title Company and, as between Purchaser and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; providedSeller, however, that in the event of any conflict between the provisions of this Agreement shall govern and control. Notwithstanding anything to the contrary set forth herein, Purchaser shall have the right, in its sole and absolute discretion (and without prejudice to any supplemental of its rights under this Agreement), to extend the Closing Date for a period of up to sixty (60) days upon thirty-five (35) days’ prior written notice to Seller. Within three (3) Business Days after Purchaser elects to make such extension, Purchaser shall deposit with the Escrow Company, as escrow instructionsagent, the terms additional amount of this Agreement shall control. c. The Closing hereunder shall be held and delivery EIGHT MILLION DOLLARS ($8,000,000), by wire transfer of all items at the Closing under the terms immediately available United States of this Agreement shall be made at the offices of the Title Company thirty America funds, as a further e▇▇▇▇▇▇ money deposit (30) days from the date of this Agreement (together with interest earned thereon, the “Closing DateExtension E▇▇▇▇▇▇ Money”). Such date may not be extended without The Extension E▇▇▇▇▇▇ Money shall form part of the prior written approval E▇▇▇▇▇▇ Money and the Allocated E▇▇▇▇▇▇ Money for all purposes of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At . Notwithstanding anything herein to the contrary: (a) if Purchaser exercises its right to extend the Closing Date as provided above, the total Purchase Price shall be increased by FIVE HUNDRED THOUSAND DOLLARS ($500,000); and (b) upon Purchaser's payment of the Extension E▇▇▇▇▇▇ Money, Escrow Agent shall disburse to Seller TEN MILLION DOLLARS ($10,000,000) of the E▇▇▇▇▇▇ Money to Seller as directed by Seller in writing and without further instruction, approval or before consent of Purchaser. The TEN MILLION DOLLARS ($10,000,000) disbursed to Seller by Escrow Agent shall nonetheless remain a part of the ClosingE▇▇▇▇▇▇ Money, and in the case where this Agreement is terminated in accordance with its terms and Purchaser is entitled to a refund of the E▇▇▇▇▇▇ Money, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise be required to close promptly deliver to Purchaser after such termination the escrow and consummate the purchase of the Real Property in accordance with the terms hereofTEN MILLION DOLLARS ($10,000,000) previously disbursed to Seller.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. 7.1 Upon execution of this Agreement, the parties hereto shall deposit deliver an executed counterpart of this Agreement with to the Title Company and this instrument Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Due Diligence Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) business days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. 7.2 The Closing hereunder consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of the Title Company thirty Company, on a date which is fifteen (3015) days from following the end of the Due Diligence Period, or such later date of this Agreement (as provided in Section 4.3 or as may be agreed by the “parties in writing. 7.3 At least one business day prior to the Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit deliver the following into escrow with the following:Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel): i. (a) A duly executed and acknowledged Grand General Warranty Deed (herein referred to as the "Deed") in recordable form conveying rights the Property to Buyer as grantee therein, subject only to Permitted Exceptions. (b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's r▇▇▇▇, title and ▇▇▇erest in and to the Real Property to Buyerfixtures and personal property described in Section 1.2. (c) An affidavits dated as of the date of Closing, subject duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations. (d) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Insurance Company for the purpose of issuing an Seller's title insurance policy without exception for parties in possession or mechanics and materialmen's or construction liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller. (e) A certificate, duly executed, updating the representations and warranties of Seller set forth in this Agreement through Closing, which certificate shall state that there has been no material change in such representations and warranties, or if so, what changes have taken place. (f) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Conditions Closing Statement signed by Buyer pursuant to Section 7.4. (g) A duly executed 1099-S Designation Form. (h) Such other documents as are reasonably necessary to consummate this Agreement including, without limitation, such events as may be required by Lease with the General Services Administration ("Tenant") including without limitation, an Estoppel Certificate and Subordination Agreement by Tenant. Buyer may waive compliance on Seller's part under any of Title; andthe foregoing items by an instrument in writing. e. Before 7.4 Buyer shall deliver the following into escrow with the Title Company, at least one business day prior to the Closing Date, unless otherwise specified: (a) The balance of the Purchase Price as required by Section 2.1(b), which will be wired to the Title Company no later than 11:00 a.m. on the Closing Date. (b) A duly executed certificate updating the representations and warranties of Buyer set forth in this Agreement through such Closing Date, which certificate shall state that there has been no material change in said representations and warranties, or if so, what changes have taken place. (c) A certificate from the Michigan Secretary of State dated no more than sixty (60) days prior to the Closing, confirming that Buyer is duly formed and in good standing under the laws of such state. (d) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall deposit be reasonably requested to evidence the authority of Buyer to enter into escrow and consummate the following items:transactions contemplated by this Agreement. i. Funds (e) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Seller pursuant to Section 7.3. (f) Such other documents as are reasonably necessary to close consummate this transactionAgreement. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. 7.5 Upon receipt of all the funds and documents described in Sections 7.3 and 7.4, above, the Title Company shall, in accordance with Paragraph 3 above. f. escrow instructions reasonably agreed upon by Seller and Buyer shall each deposit such other instruments Buyer, (a) record the Deed and deliver the documents delivered into escrow by Seller to Buyer, and (b) disburse the Purchase Price, as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property adjusted, in accordance with the terms hereofclosing statement and in accordance with wiring instructions provided by Seller (provided that if Seller assigns this Agreement to a qualified intermediary in accordance with the provisions of Section 16.5, funds due Seller on account of the Purchase Price shall instead be delivered to such qualified intermediary), and deliver the documents from escrow to the party entitled to receive the same.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller Sellers and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing closing ("Closing") hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of Title Company, either in person, or, at the election of Buyer, through an escrow and pursuant to escrow instructions consistent with the terms of this Agreement and otherwise mutually satisfactory to Sellers and Buyer, within fifteen (15) days following the later of (i) the expiration of the Review Period, (ii) the expiration of the Title and Survey Extension (if applicable), (iii) the expiration of the Assumption Conditions Extension (if applicable), and (iv) the expiration of the VF Properties Extension (if applicable) on a date selected by Buyer following not less than five (5) days’ notice to Sellers, but in no event later than Wednesday, October 31, 2001 (the "Closing Date"). (c) On or prior to 1:00 p.m. EDST on the Closing Date, Buyer shall deliver the following into escrow with the Title Company: (i) The Cash Portion of the Purchase Price, reduced by the amount of the Deposit, subject to the credits, adjustments and prorations described in this Agreement, in the form of a wire transfer to an account designated by the Title Company of good federal funds. (ii) Counterparts of the Assignment and Assumption of Ground Lease as to each the Ground Lease Properties, in the form attached hereto as Exhibit K, duly executed by Buyer. (iii) Counterparts of the ▇▇▇▇ of Sale as to each of the Properties, in the form attached hereto as Exhibit L, duly executed by Buyer. (iv) Counterparts of the Assignment and Assumption of Leases as to the Existing Leases at each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit M, duly executed by Buyer. (v) Counterparts of the Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit N, duly executed by Buyer. (vi) Counterparts of the Assignment and Assumption of Reciprocal Easement Agreement as to the REAs at the applicable Properties, in the form attached hereto as Exhibit BB, duly executed by Buyer. (vii) Counterparts of the Assumption Agreement as to the REMIC Loan and CapMark Loan, duly executed by Buyer (unless Sellers agree at Sellers’ sole cost and expense to prepay the REMIC Loan or defease the CapMark Loan in accordance with the applicable terms of the Mortgage Documents). (viii) Counterpart of the Las Vegas Option Agreement (as hereinafter defined), duly executed and acknowledged by Buyer, unless the consent of the holder of REMIC Loan is not obtained in accordance with the provisions of Section 4(h). (ix) A Certificate of Warranties and Representations in the form attached hereto as Exhibit O, duly executed by Buyer. (x) An assignment and assumption agreement relating to the obligations of KPT Mortgage LLC and KPT with respect to the formation and operation of "Welcome KPT LLC", in the form attached hereto as Exhibit P (the "Welcome Assumption"), duly executed by Buyer, if applicable. (xi) Such resolutions, authorizations, bylaws, good standing certificates, certificates of authorization to do business or other corporate, company and/or partnership documents or agreements relating to Buyer as shall be reasonably required in connection with this transaction. (xii) A statement itemizing funds to be collected and disbursed at Closing (the "Closing Statement"), duly executed by Buyer. (xiii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by Sellers or the Title Company which have not previously been delivered. (d) On or prior to the Closing Date, Sellers shall deliver the following into escrow with the Title Company: (i) A special warranty deed as to each of the Properties other than the Ground Lease Properties, in the form that is customary in the state where the applicable Property is located and reasonably acceptable to Buyer and the Title Company, duly executed and acknowledged by the applicable Seller, conveying to Buyer, or Buyer’s designee, fee simple title to the Properties other than the Ground Lease Properties, subject only to the applicable Permitted Exceptions (collectively, the "Deeds"). (ii) An Assignment and Assumption of Ground Lease as to each of the Ground Lease Properties with covenants of special warranty, in the form attached hereto as Exhibit K, duly executed and acknowledged by the applicable Seller and duly consented to by any necessary third party, as applicable (collectively, the "Ground Lease Assignments"). (iii) A ▇▇▇▇ of Sale as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit L, duly executed by the applicable Seller. (iv) An Assignment and Assumption of Leases as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit M, duly executed by the applicable Seller. (v) An Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property as to each of the Properties except the REMIC Outlot Properties, in the form attached hereto as Exhibit N duly executed by the applicable Seller. (vi) An Assignment and Assumption of Reciprocal Easement Agreement as to the REAs at the applicable Properties, in the form attached hereto as Exhibit BB, duly executed by the applicable Seller, and duly consented to by any necessary third party, as applicable. (vii) A Notice to Tenants for each tenant of the Properties, each in the form attached hereto as Exhibit Q, duly executed by the applicable Seller. (viii) A notice to all ground lessors under the Ground Leases, parties to the REAs, and vendors under the Existing Contracts of the Properties, as applicable, informing such parties of the transfer, each in a form reasonably acceptable to Buyer and duly executed by the applicable Seller. (ix) An Assumption Agreement as to the REMIC Loan and CapMark Loan, each duly executed by the applicable Seller and the holders of the applicable loan (unless Sellers agree at Sellers’ sole cost and expense to prepay the REMIC Loan or defease the CapMark Loan in accordance with the applicable terms of the Mortgage Documents). (x) A counterpart of the Welcome Assumption Agreement, duly executed by KPT and KPT Mortgage, if applicable. (xi) A special warranty deed as to the Community Center Properties, each in the form that is customary in the state where the applicable Property is located and reasonably acceptable to the Title Company, duly executed and acknowledged by REMIC, conveying to KPT or its assignee fee simple title to the Community Center Properties (collectively, the "Community Center Deeds"), together with bills of sale, assignments of leases, assignments of service contracts, warranties and guarantees, and other intangibles, and such other documents as may be reasonably requested to evidence the transfer of the Community Center Properties to KPT, all executed and acknowledged, as required, by REMIC. (xii) The Las Vegas Option Agreement, duly executed and acknowledged by KPT, unless the consent of the holder of REMIC Loan is not obtained in accordance with the provisions of Section 4(h). (xiii) A Certificate of Warranties and Representations in the form attached hereto as Exhibit R, duly executed by each Seller. (xiv) A Termination of Management and Leasing Agreements which shall terminate each outstanding management and leasing agreements with Sellers or any of their affiliates at any Property, duly executed by Sellers and such manager. (xv) An affidavit from each Seller that such Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), in the form attached hereto as Exhibit S. (xvi) Such resolutions, authorizations, bylaws, good standing certificates, certificates of authorization to do business or other corporate and/or partnership documents or agreements relating to each Seller as shall be reasonably required in connection with this transaction. (xvii) A duly executed affidavit or certificate, in favor of the Title Company, sufficient to remove the exceptions from the Title Policy for mechanic’s lien and parties in possession (with the exception of identified tenants) for each of the Properties, and a "gap" indemnity to the Title Company. (xviii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company or Buyer which have not previously been delivered. (xix) All applicable transfer tax forms, if any, with respect to each Property, duly executed by the applicable Seller, as appropriate. (xx) An assignment to Buyer of any security deposits of any tenants under the Existing Leases which are held in the form of letters of credit, duly executed by the applicable Seller. Such assignment shall be in a form approved by the bank issuing such letter of credit, which approval shall be obtained by Sellers. Buyer shall pay all costs and expenses of assigning such letters of credit. If any letter of credit shall not, pursuant to its terms, be assignable, Sellers shall grant to Buyer an irrevocable power of attorney to exercise Sellers’ rights under such letter of credit. (xxi) The Closing Statement, duly executed by Sellers. (e) Upon receipt of all the funds and documents described in Sections 6(c) and 6(d), above, and provided the Title Company has irrevocably agreed to issue the Title Policy, the parties shall instruct the Title Company to (i) deliver the funds on account of the Purchase Price to Sellers and otherwise disburse funds in accordance with the Closing Statement, (ii) record the Deeds, the Ground Lease Assignments and the Community Center Deeds and such other documents as may be appropriate as directed by Buyer and Sellers, and (iii) deliver the remaining documents from escrow to the party entitled to receive the same. (f) Real estate taxes and assessments and all rents, common area maintenance charges, and other items of income and expense relating to the operation of the Properties shall be adjusted and prorated as of 12:01 a.m. on the Closing Date, based on a 365-day year as follows: (i) Base rents under the Existing Leases shall be prorated as of the Closing Date, and Sellers shall receive credit for all rent collected as of that date. Sellers shall provide a credit in an amount equal to all prepaid rentals under the Existing Leases for periods after the Closing Date. Rents which are delinquent as of the Closing Date shall not be prorated on the Closing Date. Rent received by Buyer or Sellers after Closing shall be first applied to all unpaid rent accruing after the Closing Date, then to the month in which the Closing occurs, and then to periods prior to the Closing Date, with Buyer’s share thereof being held by Sellers for Buyer and promptly delivered to Buyer by Sellers in accordance with the provisions of Section 6(i). To the extent possible, percentage rents collected prior to the Closing shall be prorated at Closing as if received ratably throughout the year. Percentage rents paid or payable at a later date shall be adjusted in accordance with Section 6(g), below. (ii) Additional rent collected from tenants under the Existing Leases to cover taxes, insurance, utilities, maintenance, marketing and other operating costs and expenses (commonly known as "common area maintenance charges") shall be prorated as of the Closing Date, along with the expenses for which such charges are collected. (iii) All rental payments and other charges under the Ground Leases shall be prorated as of the Closing Date. (iv) All fees and charges under the Restrictive Covenants shall be prorated as of the Closing Date. (v) All real estate taxes, water charges, sewer rents, vault charges and assessments on the Property on the basis of the fiscal year for which assessed. Sellers shall be responsible for all installments for assessments and bonds which constitute a lien against each Property and are due and payable as of the Closing Date. (vi) The charges under the Existing Contracts shall be prorated as of the Closing Date. (vii) All cash security deposits relating to the Properties delivered to and retained by Sellers and not otherwise applied in accordance with the provisions of the applicable Lease shall be credited to Buyer at Closing. (viii) All assumable utility deposits relating to the Properties shall be transferred and assigned to Buyer, and credited to Sellers, at Closing. (ix) The parties shall adjust the Purchase Price for such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Properties and located in the states where such Property is located. The provisions of this Section 6(f) shall survive the Closing. (g) In the event that the Existing Leases require the reconciliation of additional rent "pass-throughs" to the landlord for common area maintenance charges, real estate taxes or other operating expenses, or for the payment of percentage rents, Buyer shall perform all of the obligations of the landlord under the Existing Leases with respect to such reconciliations for the year of Closing as and when required by the terms of the Existing Leases and provide Sellers with the results of such reconciliations no later than June 30, 2002. Sellers agree to deliver or make available to Buyer such information regarding the reconciliations and the underlying charges as may be in Sellers’ possession or control. If such results reflect the underpayment of additional rent by tenants of the Properties for the year of Closing, Buyer shall ▇▇▇▇ the appropriate amounts to such tenants in accordance with the terms of their leases and remit to Sellers their pro rata share of the amount collected from the tenants within thirty (30) days from of Buyer’s collection of the date same. If such results reflect the overpayment of this Agreement (additional rent by tenants of the “Closing Date”). Such date may not be extended without Properties for the prior written approval year of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow deliver to Sellers an invoice from Buyer. Sellers shall pay to Buyer Sellers’ pro rata share of the following items: i. Funds necessary amounts due to close this transactionsuch tenants within thirty (30) days of Buyer’s demand, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required pay to close the escrow and consummate the purchase Sellers within thirty (30) days following receipt Sellers’ pro rata share of the Real Property amounts collected from tenants which are due to Sellers (based on the amount of expenses actually incurred by Sellers’ and Buyer, respectively, which are reimbursable through common area charges). The provisions of this Section 6(g) shall survive the Closing. (h) If any of the items described in accordance with Section 6(f) or 6(g) hereof cannot be apportioned at the terms hereof.Closing because of the unavailability of information as to the amounts which are to be apportioned or otherwise, or are incorrectly apportioned at Closing or subsequent thereto, such items shall be apportioned or reapportioned, as the case may be, as soon as practicable after the Closing Date or the date such error is discovered, as applicable; provided that, neither party shall have the right to request apportionment or reapportionment of any such item at any time following one year after the Closing Date. If the Closing shall occur before a real estate or personal property tax rate or assessment is fixed for the tax year in which the Closing occurs, the apportionment of taxes at the Closing shall be upon the basis of the tax rate or assessment for the preceding fiscal year applied to the latest assessed valuation. Promptly after the new tax rate or assessment is fixed, the apportionment of taxes or assessments shall be recomputed and any

Closing and Escrow. a. It shall be (a) Promptly following the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this AgreementExecution Date, the parties hereto shall each deposit an original executed counterpart of this Agreement with Title Company and this instrument Title Company shall notify the parties, in writing, of its receipt of such counterparts (the “Opening of Escrow”). This Agreement shall serve as escrow instructions to Title Company Company, as the escrow holder holder, for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and or supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental such additional or supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items at on or before October 28, 2011, as the Closing under same may be extended pursuant to the terms of this Agreement shall be made at the offices or by agreement of the Title Company thirty (30) days from the date of this Agreement Buyer and Seller (the “Closing Date”). Such date In the event the Closing does not occur on or before the Closing Date, the escrow holder shall, unless it is notified by either party to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may not be extended without have for its wrongful failure to consummate the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreementtransaction contemplated hereby. d. (c) At or before the Closing, Seller shall deposit into escrow with Title Company, in escrow, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) four (4) originals of a duly executed ▇▇▇▇ of Sale; (iii) four (4) originals of a duly executed Lease; (iv) originals of the Service Contracts and the Other Documents not previously delivered to Buyer pursuant to Paragraph 5(c) above; (v) four (4) originals of a duly executed Assignment of Intangible Property; (vi) originals of the Real Property building permits and certificates of occupancy for the Improvements and all occupied space included within the Improvements not previously delivered to BuyerBuyer pursuant to Paragraph 5 above; (vii) four (4) originals of a duly executed affidavit pursuant to Section 1445(b)(2) of the Federal Code, subject and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the Conditions meaning of TitleSection 1445(f)(3) of the Federal Code, in the form of Exhibit K attached hereto and incorporated herein by this reference; (viii) four (4) originals of a completed and duly executed California Form 593 C; (ix) such resolutions, authorizations and organizational documents relating to Seller and its members, partners, principals or shareholders, as applicable, as shall be reasonably required by Title Company and an owner’s affidavit, on Title Company’s standard form, and such other affidavits, indemnities and similar documents as may be reasonably required by Title Company, each completed and duly executed by Seller; (x) a closing statement duly executed by Seller in form and content satisfactory to Buyer and Seller; and e. Before (xi) any other instruments, records or correspondence called for hereunder which have not previously been delivered to Buyer. (d) At or before the Closing, Buyer shall deposit into escrow with Title Company, in escrow, the following itemsfollowing: i. Funds necessary (i) four (4) originals of a duly executed Lease; (ii) four (4) originals of a duly executed Assignment of Intangible Property; (iii) closing statement duly executed by Buyer in form and content satisfactory to close this transactionBuyer and Seller; (iv) such resolutions, in accordance with Paragraph 3 aboveauthorizations and organizational documents relating to Buyer and its members, partners, principals or shareholders, as applicable, as shall be reasonably required by Title Company; and (v) the balance of the Purchase Price (plus any other sums owed by Buyer). f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property transaction contemplated hereby in accordance with the terms hereof. (f) The following are to be apportioned as of the Closing Date, as follows:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing closing ("Closing") hereunder shall be held and delivery of all ------- items to be made at the Closing under the terms of this Agreement shall be made at the offices office of the Title Company Company, within thirty (30) days from following the expiration of the Review Period (or if extended in accordance with the last paragraph of Section 4, fifteen (15) days following expiration of the Review Period, as --------- extended), on a date of this Agreement selected by Buyer on not less than five (5) days' notice to Seller, but in no event later than September 30, 2001 (the “"Closing Date”"). Such date may not be extended without ------------ (c) On or prior to 1:00 p.m. EDST on the prior written approval Closing Date, Buyer shall deliver the following into escrow with the Title Company: (i) The Cash Portion of both Seller the Purchase Price, reduced by the amount of the Deposit, subject to the credits, adjustments and Buyer, except as otherwise expressly provided prorations described in this Agreement, in the form of a wire transfer of good federal funds. d. At (ii) A counterpart Assignment and Assumption of Leases (which shall include the assignment of the SEWGEP Lease Agreement) in the form attached hereto as Exhibit E, duly executed by Buyer. --------- (iii) A counterpart Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit F, duly executed by Buyer. --------- (iv) A counterpart Assignment of Ownership Interest in SEWGEP in the form attached hereto as Exhibit G and a Joinder to Partnership Agreement in --------- the form attached hereto as Exhibit H, duly executed by Buyer. --------- (v) A counterpart Assumption Agreement duly executed by Buyer and Jefferson-Pilot and State Street Bank, respectively, as applicable, with respect to each of the Mortgages to be assumed at Closing. (vi) Such resolutions, authorizations, bylaws or before other corporate, company and/or partnership documents or agreements relating to Buyer as shall be reasonably required by the ClosingTitle Company in connection with this transaction. (vii) A statement itemizing funds to be collected and disbursed at Closing (the "Closing Statement"), duly executed by Buyer. ----------------- (viii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company which have not previously been delivered. (d) On or prior to 1:00 p.m., EDST, on the Closing Date, Seller shall deposit deliver the following into escrow with the followingTitle Company: i. (i) A special warranty deed (the "Deed"), in the form that is ---- customary in the state where the Property is located and reasonably acceptable to the Title Company, duly executed and acknowledged Grand Deed by Seller, conveying rights to Buyer fee simple title to the Property, subject only to the Permitted Exceptions. (ii) A duly executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit D. --------- (iii) A duly executed counterpart of the Assignment and Assumption of Leases in the form attached hereto as Exhibit E. --------- (iv) A duly executed counterpart of the Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit F, whereby Buyer assumes all service --------- contracts and other agreements relating to the Property which have been identified to Buyer by Seller during the Review Period (the "Assumed ------- Contracts"). --------- (v) A duly executed counterpart of the Assignment of Ownership Interest in the form attached hereto as Exhibit G. --------- (vi) A duly executed Notice to Tenants for each tenant of the Property in the form attached hereto as Exhibit I. --------- (vii) A duly executed counterpart of any Assumption Agreements, if applicable. (viii) The Rent Roll, updated to the Closing Date. (ix) An affidavit in form satisfactory to Buyer that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal -------------- Revenue Code of 1986, as amended (the "Code") in the form attached hereto as ---- Exhibit J. --------- (x) Sufficient funds to meet all of Seller's obligations with respect to closing costs, prorations and adjustments. (xi) Such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller as shall be reasonably required in connection with this transaction. (xii) A duly executed affidavit or certificate, in favor of Buyer and the Title Company, sufficient to remove the exceptions from the Title Policy for mechanic's lien and parties in possession. (xiii) The Closing Statement, duly executed by Seller. (xiv) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company which have not previously been delivered. (e) Upon receipt of all the funds and documents described in Sections -------- 6(c) and 6(d), above, and provided the Title Company is in a position to issue --- - the Title Policy, the Title Company shall (i) deliver the funds on account of the Purchase Price to Seller after applying the Purchase Price to the satisfaction of amounts due on account of the outstanding balance of principal and interest due with respect to any Mortgage to be satisfied at Closing, and otherwise disburse funds in accordance with the Closing Statement, (ii) record the Deed and such other documents as may be appropriate as directed by Buyer and Seller, and (iii) deliver the remaining documents from escrow to the party entitled to receive the same. (f) Real estate taxes and assessments and all rents, common area maintenance charges, and other items of income and expense relating to the operation of the Property shall be adjusted and prorated as of 12:01 a.m. on the Closing Date, based on a 365-day year as follows: (i) Base rents actually collected prior to the Closing shall be prorated as of the Closing Date. Rent received by Buyer after Closing shall be first applied to all unpaid rent accruing after the Closing Date, then to the month in which the Closing occurs, and then to periods prior to the Closing Date. (ii) To the extent possible, percentage rents collected prior to the Closing shall be prorated at Closing as if received ratably throughout the year. (iii) Additional rent collected from tenants under the Leases to cover taxes, insurance, utilities, maintenance, marketing and other operating costs and expenses (commonly known as "common area maintenance charges") shall ------------------------------- be prorated as of the Closing Date, along with the expenses for which such charges are collected. (iv) Real estate taxes and assessments for the current year shall be prorated, whether or not due and payable. If real estate taxes for the current year cannot be ascertained, those for the previous year shall be utilized without allowance for any discount allowed by law. Seller shall be responsible for all installments for assessments and bonds which constitute a lien against the Property and are due and payable as of the Closing Date. (v) The charges under the Assumed Contracts shall be prorated as of the Closing Date. (vi) All security deposits delivered to Seller and not otherwise applied in accordance with the provisions of the applicable Lease shall be credited to Buyer at Closing. (vii) All assumable utility deposits shall be transferred and assigned to Buyer, and credited to Seller, at Closing. (g) At the end of each calendar quarter for a period of one (1) year following the Closing, Buyer shall prepare and present to Seller a recalculation of any and all amounts due under Section 6(f), above, taking into consideration ------------ such matters as receipt of current year tax bills and receipt of subsequent payments from tenants on account of base rent, percentage rent and common area maintenance charges. The parties shall make the appropriate adjusting payment between them within 30 days of delivery of any such recalculation. (h) Buyer shall pay the premium for the Title Policy, the cost of the Commitment and all survey costs. The cost of any transfer and recordation taxes (including documentary stamps) applicable to the Deed shall be paid by Seller, and recording fees shall be paid by Seller. The Title Company's fees for escrow services shall be divided equally between Buyer and Seller. Any costs associated with the assumption or prepayment of the Mortgages or other financing obtained by Buyer shall be borne exclusively by Buyer. (i) Buyer shall pay any and all assumption fees, mortgage assumption taxes, attorneys' fees and other costs assessed by one or both of State Street Bank and/or Jefferson-Pilot in connection with the Mortgages to be assumed at Closing, or any and all prepayment fees, attorneys' fees and other costs assessed by one or both of State Street Bank and/or Jefferson-Pilot in connection with the payment and satisfaction of one or both of the Mortgages to be satisfied at Closing. If one or both of the Mortgages are to be assumed at Closing, interest due on account of such Mortgages, as applicable, shall be prorated as of the Closing Date, and Seller shall receive a credit in the amount of any escrows, holdbacks or undisbursed funds held by the lender (or servicer) in connection with such Mortgages. Seller shall, subject to the Conditions provisions of Title; and e. Before Section 5(c), pay any nominal costs associated with the payment and satisfaction ------------ of any Mortgage to be satisfied at Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase (j) Possession of the Real Property in accordance with the terms hereofshall be delivered to Buyer at Closing.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree each agrees to execute such additional and supplementary escrow instructions as may be appropriate reasonably appropriate, or reasonably required by Title Company, to enable the Title Company, as escrow holder to comply with the terms of this Agreement; provided, however, provided that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty at 10 a.m. (Eastern Time) on April 30) days from the , 2007. The date of this Agreement (so established for Closing is referred to herein as the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (c) At the Closing, subject only to the Sublease, Seller shall deliver to Buyer exclusive possession of the Property, and the Property in good broom clean condition, with all of Seller’s personal property removed. (d) At or before the Closing, Seller shall deposit into deliver to Buyer, or to Title Company as escrow holder, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights in the form of Exhibit D hereto; (ii) a duly executed ▇▇▇▇ of Sale in the form of Exhibit F hereto; (iii) three (3) duly executed copies of the Sublease in the form of (iv) three (3) duly executed copies of the Escrow Agreement in the form of Exhibit H hereto (the “Escrow Agreement”); (v) any other instruments or records called for hereunder which have not previously been delivered, and keys to all doors to the Real Property to Buyer, subject to the Conditions of TitleImprovements which are in Seller’s or its agents’ possession; and e. Before (vi) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code (the “Code”) and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit I attached hereto. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (e) At or before Closing, Buyer shall deposit into deliver to Seller, or to Title Company as escrow holder, the following itemsfollowing: i. Funds necessary to close this transaction, (i) three (3) duly executed copies of the Sublease duly executed by ▇▇▇▇▇▇▇ in accordance with Paragraph 3 abovethe form of Exhibit F hereto; (ii) three (3) duly executed copies of the Escrow Agreement; and (iii) the Purchase Price as adjusted for prorations and costs as provided herein. f. (f) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase and sale of the Real Property in accordance with the terms hereof. (g) The following are to be apportioned as of the Closing Date:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument Agreement shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. b. The parties shall conduct an escrow Closing hereunder pursuant to this Paragraph 8 on or before September 4, 1997 or on such other date as Purchaser and Seller may agree in their sole and absolute discretion (the "Closing Date"), provided, however, that Purchaser shall be held and delivery of all items at have the right to extend the Closing under the terms of this Agreement shall be made at the offices of the Title Company Date on one or more occasions for up to thirty (30) days from in the date aggregate so long as Purchaser (i) delivers written notice to Seller not less than ten (10) business days prior to the then scheduled Closing Date, (ii) deposits an 9 additional One Hundred Ten Thousand Dollars ($110,000.00) (the "Extension Deposit") in escrow with Title Company, and (iii) similarly extends the "Closing Date" under each of the Other Agreements and deposits with Title Company the "Extension Deposits" thereunder, and Seller shall have the right to extend the Closing Date with respect to affected Constituent Parcels for up to sixty (60) days as set forth in Paragraphs 6(c) and 11(b) hereof. Upon deposit with Title Company, the Extension Deposit shall be non-refundable, except to the extent that this Agreement (terminates as a result of a Seller default or the “failure of a condition to Closing Date”). Such date may not be extended without for the prior written approval benefit of both Seller and Buyer, except as otherwise expressly provided in this AgreementPurchaser. d. c. At or before the Closing, Seller shall deposit into escrow deliver to Purchaser the following: i. A the duly executed (and acknowledged Grand Deed conveying rights where appropriate acknowledged) Deed, Bill ▇▇ Sale, Assignment of Intangible Property and Assignment of Leases; ii. duly executed estoppel certificates as required pursuant to Subparagraph 8(b) above; iii. originals of all Leases, Assumed Contracts, and building permits, certificates of occupancy and plans and specifications for the Improvements and all tenant-occupied space included within the Improvements to the Real Property to Buyer, subject extent in Seller's possession or reasonable control; iv. notices to the Conditions of Title; and e. Before ClosingTenants in form satisfactory to Purchaser, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required duly executed by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.Seller;

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with First American Title Insurance Company (“Title Company” or “Escrow,” as applicable) and this instrument Agreement shall serve as instructions to Title Company Escrow as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder Escrow to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. The Closing hereunder (b) Escrow shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement close (the “Close of Escrow” or “Closing Date”) within ten (10) days following the fulfillment of the Conditions Precedent but in no event later than July 1, 2009 (the “Outside Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (c) At or before the ClosingClose of Escrow, Seller shall deposit into escrow deliver to Escrow, as appropriate, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) a FIRPTA affidavit (in the form attached as Attachment No. 4) pursuant to Section 1445(b)(2) of the Real Property Internal Revenue Code of 1986 (the “Code”), and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code and a properly executed California Form 597-W; (iii) such resolutions, authorizations, bylaws or other corporate and/or company documents or agreements relating to Seller and its members as shall be reasonably required by Buyer, subject Escrow and Title Company; (iv) closing statement in form and content satisfactory to the Conditions of TitleBuyer and Seller; and e. Before Closing(v) any other instruments, records or correspondence called for hereunder which have not previously been delivered. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) At or before the Close of Escrow, Buyer shall deposit into escrow deliver to Seller or Escrow, as appropriate, the following itemsfollowing: i. Funds necessary (i) a closing statement in form and content satisfactory to close this transaction, in accordance with Paragraph 3 aboveBuyer and Seller; and (ii) the Purchase Price less the Deposit (if previously made). f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder Escrow or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof. Seller and Buyer hereby designate Escrow as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder. (f) The following are to be apportioned as of the Closing Date, as follows:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree each agrees to execute such additional and supplementary escrow instructions as may be appropriate appropriate, or required by Title Company, to enable the escrow holder to comply with the terms of this Agreement; provided, however, provided that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company on or before 8:00 a.m. (Pacific Time) on September 25, 2008 (the “Scheduled Closing Date”); provided that, Buyer may extend the Scheduled Closing Date by a period of up to thirty (30) additional days from by (i) delivering to Seller written notice exercising such extension right on or before September 19, 2008, and (ii) paying to Seller, prior to or concurrently with the date delivery of this Agreement the exercise notice described above, an extension fee in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Closing DateExtension Fee”). Such date may The Extension Fee will not be extended without refundable for any reason unless (and only if) this Agreement is terminated pursuant to Section 6(c) below, and the prior written approval purchase and sale transaction contemplated hereby fails to close, solely as a result of both Seller and Buyer, except as otherwise expressly provided in this Agreementthe default of Seller. The Extension Fee will be applicable to the Purchase Price. d. (c) At or before least one (1) business day prior to the Closing, Seller shall deposit into deliver to Buyer, or to Title Company as escrow holder, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) two (2) duly executed counterparts of the Assignment of Intangible Property; (iii) two (2) duly executed counterparts of the Assignment and Assumption of Leases; (iv) two (2) duly executed counterparts of the Release Agreement and Covenant Not to ▇▇▇, in the form of Exhibit L attached hereto; (v) an executed California Franchise Tax Board Form 593-C; (vi) duly executed notices to the Real tenants under the Leases of the sale of the Property, in the form of Exhibit K attached hereto; (vii) a duly executed counterpart of the loan agreement described in the Acquisition Loan Application; (viii) the originals or certified copies of any documents representing any Intangible Property being conveyed to Buyer, subject each to the Conditions extent in Seller’s possession, provided that such items may be delivered to Buyer outside of Titleescrow on the Closing Date; (ix) any other instruments or records called for hereunder which have not previously been delivered, and keys to all doors to the Improvements which are in Seller’s or its agents’ possession; (x) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code (the “Code”) and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit H attached hereto; (xi) a statement of any change in Seller’s representations and warranties set forth herein due to occurrences from and after the Effective Date through and including the Closing (“Changes”); (xii) a duly executed counterpart of the Closing Statement (as defined below); and e. Before (xiii) such resolutions and authorizations relating to Seller’s authority to undertake the transaction contemplated hereby as shall be reasonably required by Title Company. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in writing. (d) At least one (1) business day prior to the Closing, Buyer shall deposit into deliver to Seller, or to Title Company as escrow holder, the following itemsfollowing: i. Funds (i) two (2) duly executed counterparts of the Assignment of Intangible Property; (ii) two (2) duly executed counterparts of the Assignment and Assumption of Lease; (iii) two (2) duly executed counterparts of the Release Agreement and Covenant Not to ▇▇▇, in the form of Exhibit L attached hereto; (iv) a Preliminary Change of Ownership Report; (v) duly executed and, where applicable, acknowledged originals of the loan agreement, promissory note, deed of trust, assignment of rents, security agreement and fixture filing, guaranties, and other instruments and documents that constitute the Acquisition Loan Documents and/or are reasonably necessary to close this transactionthe Acquisition Loan as described in the Acquisition Loan Application, in accordance each case signed by the Buyer or guarantor(s) described in the Acquisition Loan Application, to the extent and as applicable; (vi) a duly executed counterpart of the Closing Statement; and (vii) such resolutions and authorizations relating to Buyer as shall be reasonably required by Seller or Title Company. In addition, the Purchase Price, as adjusted for prorations and costs as provided herein, shall have been delivered to Seller or Title Company as escrow holder, together with Paragraph 3 aboveany additional amounts required to be paid by Buyer at such time pursuant to the terms of the Acquisition Loan Application. Seller may waive compliance on Buyer’s part under any of the foregoing items by an instrument in writing. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase and sale of the Real Property and the Acquisition Loan in accordance with the terms hereofhereof and the Acquisition Loan Application, as applicable. In the event the Title Company requires Seller to provide an owner’s declaration, Seller shall execute and deliver the owner’s declaration in the form of Exhibit M attached hereto. (f) The following are to be apportioned as of the Closing Date and the applicable adjustment(s) shall be made to the Purchase Price delivered to Seller:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto Parties shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve Escrow Agent as instructions to Title Company Escrow Agent as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree each agrees to execute such additional and supplementary escrow instructions as may be appropriate appropriate, or reasonably required by Escrow Agent, to enable the escrow holder to comply with the terms of this Agreement; provided, however, provided that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of Escrow Agent on or before 11:00 a.m. (Pacific Daylight Time) on the Title Company thirty (30) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (c) At or before least one (1) Business Day prior to the Closing, Seller shall deposit into escrow deliver to Escrow Agent, the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) two (2) duly executed counterparts of the Assignment of Intangible Property; (iii) two (2) duly executed counterparts of the Assignment and Assumption of Leases; (iv) executed counterparts of all transfer declarations applicable to the Real Property; (v) duly executed notices to the tenants under the Leases of the sale of the Property, in the form of Exhibit J attached hereto (vi) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Code") and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit H attached hereto, and a California form 593-C, together with such affidavits and other documentation as may be required pursuant to any tax withholding laws or requirements of the State where the Property is located; (vii) a gap indemnity in favor of Title Company in form and substance approved by Title Company and reasonably satisfactory to Seller, in the event of an escrow Closing prior to recordation of the Deed pursuant to Section 2(b)(iii); (viii) [intentionally omitted]; (ix) the Seller Closing Certificate; (x) a duly executed counterpart of the Closing Statement; (xi) the originals or certified copies of any documents representing any Intangible Property being conveyed to Buyer, subject each to the Conditions extent in Seller's possession, provided that such items may be delivered to Buyer outside of Titleescrow on the Closing Date; (xii) keys to all doors to the Improvements which are in Seller's or its agents' possession (it being understood that such items may be delivered by Seller at the Property or to a mutually agreeable location on the Closing Date); and e. Before (xiii) such resolutions and authorizations relating to Seller's authority to undertake the transaction contemplated hereby as shall be reasonably required by Title Company. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. (d) At least one (1) Business Day prior to the Closing, Buyer shall deposit into escrow deliver to Escrow Agent, the following itemsfollowing: i. Funds necessary (i) two (2) duly executed counterparts of the Assignment of Intangible Property; (ii) two (2) duly executed counterparts of the Assignment and Assumption of Leases; (iii) a Preliminary Change of Ownership Report; (iv) executed counterparts of all applicable transfer declarations; (v) a duly executed counterpart of the Closing Statement; and (vi) such resolutions and authorizations relating to close this transactionBuyer's power and authority to undertake the transaction contemplated hereby as shall be reasonably required by Seller or Title Company. In addition, the Purchase Price, as adjusted for prorations and costs as provided herein shall have been delivered to Escrow Agent, as escrow holder. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in accordance with Paragraph 3 abovewriting. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder Title Company and/or Escrow Agent, or otherwise required to close the escrow and consummate the purchase and sale of the Real Property in accordance with the terms hereof. In the event the Title Company requires Seller to provide an owner's declaration, Seller shall execute and deliver the owner's declaration in the form of Exhibit K attached hereto. The documents and instruments to be delivered pursuant to Sections 7(c) and 7(d) and this Section 7(e) shall be referred to herein, collectively, as the "Closing Documents". (f) The following are to be apportioned as of the Closing Date and the applicable adjustment(s) shall be made to the Purchase Price delivered to Seller:

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with the Title Company and this instrument shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. (b) The Closing closing ("Closing") hereunder shall be held and delivery of all ------- items to be made at the Closing under the terms of this Agreement shall be made at the offices office of Title Company, on or before 2:00 p.m. EST on April 12, 2002 (the Title Company "Closing Date"); provided, however, that Seller shall extend the Closing ------------ Date on or more times for a period of up to thirty (30) days in the aggregate in order to satisfy any of the conditions set forth in Section 5, above, which have --------- not been satisfied at least three (3) days prior to the then-scheduled Closing Date. (c) Prior to 1:00 p.m. EST on the Closing Date, Buyer shall deliver the following into escrow with the Title Company: (i) The Cash Portion of the Purchase Price, reduced by the amount of the Deposit, subject to the credits, adjustments and prorations described in this Agreement, in the form of a wire transfer of good federal funds. (ii) A counterpart of an Assignment and Assumption of Ground Lease in the form attached hereto as Exhibit D, duly executed by Buyer. --------- (iii) A counterpart of the Assumption Agreement, duly executed by Buyer and Lender, and such other documents and deliveries as may be required by Lender to achieve lender's consent to or otherwise effect conveyance of the Property subject to the Existing Mortgage. (iv) A counterpart of the Assignment and Assumption of Leases in the form attached hereto as Exhibit E (modified, if applicable, to the extent of --------- any agreements reached pursuant to Sections 4(k)or 7(c) - (e) hereof), duly ------------- ---- --- executed by Buyer. (v) A counterpart of the Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit F, duly executed by Buyer. This agreement will --------- include provision for the assignment to and assumption of all rights and obligations of Seller under the Contracts listed on Exhibit N (the "Assumed --------- ------- Contracts"), and the Market Center Declaration and other covenants, conditions --------- and restrictions of record, from and after the Closing Date. (vi) A counterpart of the Property Management and Leasing Agreement between Buyer and KPT Properties, L.P., (the "Management Agreement"), -------------------- duly executed by Buyer. Buyer and Seller agree to negotiate in good faith so as to agree upon a commercially reasonable Management Agreement, substantially in the form attached hereto as Exhibit J, reflecting terms customary in the --------- geographical area where the Property is located for property management agreements pertaining to first class shopping centers similar to the Property, prior to the expiration of the Review Period. (vii) Such documents as may be necessary or appropriate to evidence the assignment and assumption of all of Seller's right, title, interest and obligations arising from and after the Closing Date (A) as the "Declarant" under the Marker Center Declaration, and (B) in and with respect to the Association. (viii) Such resolutions, authorizations, or other trust documents or agreements relating to Buyer and its beneficiaries and trustee(s) as shall be reasonably required in connection with this transaction. (ix) A counterpart of the Closing Statement identifying the funds to be received and disbursed in accordance with the provisions of this Agreement, duly executed by Buyer. (x) A document wherein Buyer confirms as of the Closing Date that all representations and warranties of Buyer set forth in Section 9 are true, correct and complete in all material respects with the exception of (A) matters disclosed in such document, and (B) any other supplemental information obtained by Seller (as evidenced by the actual receipt by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III), prior to the Closing, duly executed by Buyer. (xi) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company and the Lender which have not previously been delivered. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. (d) On the Closing Date, Seller shall deliver the following into escrow with the Title Company: (i) A special warranty deed (the "Deed"), in the form that is ---- customary in the state where the Property is located and reasonably acceptable to the Title Company, duly executed and acknowledged by Seller, conveying to Buyer fee simple title to the Land and the Improvements located thereon, subject only to the Permitted Exceptions. (ii) A counterpart of the Assignment and Assumption of Ground Lease in the form attached hereto as Exhibit D, duly executed and acknowledged --------- by Seller. (iii) A duly executed ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the "▇▇▇▇ of Sale"), duly executed by Seller. --------- ------------ (v) A duly executed counterpart of the Assignment and Assumption of Service Contracts, Warranties and Guaranties and Other Intangible Property in the form attached hereto as Exhibit F. --------- (vi) A counterpart of the Assumption Agreement, duly executed by Seller. (vii) Counterparts of the documents described in Section ------- 6(c)(vii), above, duly executed by Seller. --------- (viii) A duly executed Notice to Tenants for each tenant of the Property in the form attached hereto as Exhibit H. --------- (ix) A counterpart of the Management Agreement, duly executed by KPT Properties, L.P. (x) An updated Tenant List (as defined in Section 8(g), below) for the Property, certified to be true, correct and complete, as well as a schedule of income and expenses to be prorated, adjusted or credited in accordance with Section 6(f), below, a list of all security deposits, and a schedule of all tenant arrearages, each certified to be true, correct and complete in all material respects. (xi) An affidavit that Seller is not a "foreign person" within -------------- the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986, as amended (the "Code") in the form attached hereto as Exhibit I. ---- --------- (xii) A duly executed affidavit or certificate, in favor of the Title Company, in the form customarily provided by Seller and its affiliates or otherwise reasonably acceptable to Seller, sufficient to remove the exceptions from the date Title Policy for mechanic's lien and parties in possession (other than the tenants shown on the Tenant List). (xiii) A counterpart of this Agreement the Closing Statement, duly executed by Seller. (xiv) A document wherein Seller confirms as of the “Closing Date”Date that all representations and warranties of Seller set forth in Section 8 are true, correct and complete in all material respects with the exception of (A) matters disclosed in such document, (B) matters disclosed in the Due Diligence Materials, and (C) any other supplemental information delivered to Buyer by Seller, or otherwise obtained by Buyer (as evidenced by the actual receipt by ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇), prior to the Closing, duly executed by Seller. (xv) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company or the Lender which have not previously been delivered. Such date Buyer may not be extended without waive compliance on Seller's part under any of the prior written approval foregoing items by an instrument in writing. (e) Upon receipt of both all the funds and documents described in Sections 6(c) and 6(d), above, and provided the Title Company is in a position ------------- ---- to issue the Title Policy, the Title Company shall (i) record the Deed and record or deliver the other documents delivered into escrow by Seller and Buyer, except as otherwise expressly provided appropriate, and (ii) disburse the Purchase Price, as adjusted, in this Agreementaccordance with the Closing Statement, and deliver the documents from escrow to the party entitled to receive the same. d. At or before (f) Real estate taxes and assessments and all rents, common area maintenance charges, and other items of income and expense relating to the Closingoperation of the Property shall be adjusted and prorated as of the Closing Date, based on a 365-day year, so that Seller shall deposit into escrow retain all income earned and be responsible for all expenses incurred for periods prior to the followingClosing Date, and Buyer shall be entitled to retain all income earned and be responsible for all expenses incurred for periods commencing with and following the Closing Date, as follows: i. A duly executed and acknowledged Grand Deed conveying rights (i) Base rents actually collected prior to the Closing shall be prorated as of the Closing Date. Rent received by Buyer after Closing shall be first applied to all unpaid rent accruing after the Closing Date, then to the month in which the Closing occurs, and then to periods prior to the Closing Date. (ii) To the extent possible, percentage rents collected prior to the Closing shall be prorated at Closing as if received ratably throughout the year. (iii) Additional rent collected from tenants under the Leases to cover taxes, insurance, utilities, maintenance, marketing and other operating costs and expenses shall be prorated as of the Closing Date for the calendar year 2002. In addition, Buyer is entitled to a credit in the amount of any credits due as of the Closing Date to tenants of the Property as a result of such additional rent collected in calendar year 2001 and 2002 in excess of applicable expenditures for such period; provided, however, that Seller shall retain any such credit amounts to the extent that the tenant otherwise due such credit is delinquent in the payment of rent or other charges due and outstanding to Seller as of the Closing Date. (iv) Rent due or paid on account of the Ground Lease shall be prorated as of the Closing Date. (v) Real estate taxes and assessments accrued for the current year shall be prorated, whether or not due and payable. If real estate taxes for the current year cannot be ascertained, those for the previous year shall be utilized without allowance for any discount allowed by law. Seller shall be responsible for all assessments and bonds that constitute a lien against the Property and are due and payable as of the Closing Date. (vi) Costs and expenses associated with insurance, utilities, maintenance, marketing and other operating costs and expenses, and charges associated with each of the Contracts, shall be prorated as of the Closing Date. (vii) All security deposits delivered to Seller and not otherwise applied in accordance with the provisions of the applicable Lease shall be credited to Buyer at Closing. (viii) All assumable utility deposits shall be transferred and assigned to Buyer, and credited to Seller, at Closing. To the extent that delinquent rents, percentage rents, tenant reimbursements and other uncollected amounts due Seller prior to the Closing Date are not prorated or credited at Closing, subject to the Conditions provisions of Title; andSections 7(c) - (e), below, Seller retains the right to pursue collection of ------------- --- such amounts following the Closing Date. e. Before (g) At the end of each calendar quarter for a period of one (1) year following the Closing, Buyer shall, not less frequently than within thirty (30) days following the end of each calendar quarter, prepare and present to Seller a recalculation of any and all amounts due under Section 6(f), above, ------------ taking into consideration such matters as receipt of current year tax bills and receipt of subsequent payments from tenants on account of base rent, percentage rent and common area maintenance charges. The parties shall make the appropriate adjusting payment between them within 30 days of delivery of any such recalculation. Notwithstanding anything to the contrary contained in this Agreement, the parties acknowledge and agree that recalculation and payment of amounts due under this Section 6(f) shall not be subject to the requirement that ------------ the amount in controversy materially and adversely affect the Property as a prerequisite to the enforcement thereof. (h) Buyer shall pay the premium for the Title Policy, the cost of the Commitment and all costs associated with the Survey. The cost of any transfer and recordation taxes (including documentary stamps) applicable to the Deed shall be paid by Seller, and recording fees shall be paid by Seller. The Title Company's fees for escrow services shall be divided equally between Buyer and Seller. Any title insurance premiums or transfer or recordation taxes associated with the assumption of the Existing Mortgage shall be borne exclusively by Buyer. (i) Buyer shall pay or reimburse Seller at Closing for any and all assumption fees, mortgage assumption taxes, attorneys fees and other costs assessed by Lender or the applicable rating agencies and their respective counsel in connection with the assumption of the Existing Mortgage, or any and all prepayment fees, attorneys fees and other costs assessed by Lender in connection with the prepayment and satisfaction of the Mortgage, if Buyer shall elect to prepay the Existing Mortgage. At Closing, Buyer shall deposit into escrow receive a credit for interest accrued through the following items: i. Funds necessary Closing Date and not yet due and payable, and Seller shall receive a credit for all escrows, holdbacks, additional collateral and other funds held by Lender in connection with the Existing Mortgage, with the exception that, with respect to close this transactionthe Collateral Reserve Fund (as defined in the Mortgage Documents), in accordance with Paragraph 3 above. f. Seller and Buyer Seller's credit shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required be limited to close the escrow and consummate the purchase 25% of the Real Property in accordance amount by which such Fund (together with the terms hereofaccrued interest) exceeds $1,000,000.00.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties and the Title Company shall simultaneously enter into Escrow Instructions in the form of the escrow instructions attached hereto shall as Exhibit M (the “Escrow Instructions”), and deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyCompany. Seller and Buyer agree each agrees to execute such additional and supplementary escrow instructions Escrow Instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; providedappropriate, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall controlor required by Title Company. c. (b) The Closing hereunder shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty on or before 2:00 p.m. (30Pacific Time) on the date that is thirty-five (35) days from after the date of this Agreement Effective Date (the “Scheduled Closing Date”). (c) On the Closing Date, Seller shall deliver to Buyer, or to Title Company as escrow holder, the following (the “Closing DateDocuments”): (i) duly executed and acknowledged Deeds; (ii) two (2) duly executed and acknowledged counterparts of the Assignment of Rights (Condominium Declaration) in the form attached hereto as Exhibit B-5 regarding the Woodlands Hotel (the “Assignment of Rights”). Such date ; (iii) any duly executed and acknowledged Estoppel Certificates received pursuant to Section 12(e) below; (iv) two (2) duly executed counterparts of the Assignment of Intangible Property for each Individual Property; (v) two (2) duly executed counterparts of the Assignment and Assumption of Leases for each Individual Property; (vi) two (2) duly executed originals of the ▇▇▇▇ of Sale for each Individual Property; (vii) A certificate or registration of title for any owned vehicle or other personal property included in the Property which requires such certification or registration, duly executed, conveying such vehicle or such other personal property to Buyer; (viii) two (2) duly executed counterparts of the New Hotel Management Agreement for each Individual Property; (ix) executed counterparts of all transfer declarations applicable to each Individual Property; (x) duly executed notices to the tenants under the Leases of the sale of each Individual Property, in the form of Exhibit I attached hereto; (xi) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code (the “Code”) and on which Buyer is entitled to rely, that each party constituting Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, substantially in the form of Exhibit J attached hereto, together with such affidavits and other documentation as may not be extended without required pursuant to any tax withholding laws or requirements of the prior written approval State where the Property is located; (xii) subject to Section 14(h) below, a statement of both Seller any material change in Seller’s representations and warranties set forth herein due to occurrences from and after the Effective Date through and including the Closing (“Changes”); (xiii) a duly executed counterpart of the Closing Statement (as defined below); (xiv) the originals or certified copies of any documents representing any Intangible Property being conveyed to Buyer, except each to the extent in Seller’s possession, provided that such items may be delivered to Buyer outside of escrow on the Closing Date; (xv) keys to all doors to the Improvements which are in Seller’s or its agents’ possession; and (xvi) such resolutions and authorizations relating to Seller’s authority to undertake the transaction contemplated hereby as otherwise expressly provided shall be reasonably required by Title Company. Buyer may waive compliance on Seller’s part under any of the foregoing items by an instrument in this Agreementwriting. d. At (d) On the Closing Date, Buyer shall deliver to Seller, or before the Closingto Title Company as escrow holder, Seller shall deposit into escrow the following: i. A (i) two (2) duly executed and acknowledged Grand Deed conveying rights counterparts of the Assignment of Rights; (ii) two (2) duly executed counterparts of the Assignment of Intangible Property for each Individual Property; (iii) two (2) duly executed counterparts of the Assignment and Assumption of Leases for each Individual Property; (iv) two (2) duly executed counterparts of the New Hotel Management Agreement for each Individual Property including, without limitation, such documents and instruments that are required to be executed and delivered by Buyer in connection therewith; (v) a Preliminary Change of Ownership Report for the Real Property to Buyer, subject to each of the Conditions California Properties; (vi) executed counterparts of Titleall applicable transfer declarations; (vii) a duly executed counterpart of the Closing Statement; and e. Before Closing(viii) such resolutions and authorizations relating to Buyer’s power and authority to undertake the transaction contemplated hereby as shall be reasonably required by Seller or Title Company. In addition, Buyer the Purchase Price, as adjusted for prorations and costs as provided herein, shall deposit into have been delivered to Seller or Title Company, as escrow holder. Seller may waive compliance on Buyer’s part under any of the following items: i. Funds necessary to close this transaction, foregoing items by an instrument in accordance with Paragraph 3 abovewriting. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase and sale of the Real Property in accordance with the terms hereof. Seller shall execute and deliver, with respect to each Individual Property, the owner’s declaration in the form of Exhibit K attached hereto, or such other form as Title Company reasonably requires in order to be able to issue the Title Policies. (f) The following are to be apportioned as of the Closing Date and the applicable adjustment(s) shall be made to the Purchase Price delivered to Seller:

Closing and Escrow. a. It shall be Unless other arrangements have been made between the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument a specific Purchaser, on or prior to each Closing, each Purchaser acquiring Shares at such Closing shall serve as instructions deliver or cause to Title Company as be delivered the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply following in accordance with the terms of this Agreement; provided, however, that subscription procedures described in the event of any conflict between the provisions of Section 1(d) below: (i) this Agreement and any supplemental escrow instructionsthe Joinder, each duly executed by such Purchaser; (ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser at such Closing as set forth next to such Purchaser’s name on Schedule A hereto (such product, the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing DateSubscription Amount”). Such date may not be extended without , in the prior written approval form of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights a wire transfer to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transactionEscrow Agent, in accordance with Paragraph 3 above. f. Seller the Escrow Agent’s written instructions; and Buyer shall The funds received pursuant to Section 1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the “Escrow Agent”). At each deposit such other instruments as are reasonably required Closing, upon receipt of a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated prior to the applicable Closing, each Purchaser shall receive back its delivered Subscription Amount delivered with respect to such Closing promptly, without interest. Each Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow holder or otherwise required the Subscription Amount for all the Securities being sold to close the escrow Purchasers at such Closing, and consummate the purchase all of the Real Property conditions set forth in accordance Section 6 and Section 7 below with respect to such Closing have been satisfied (or waived). Certificates evidencing the terms hereofSecurities may be delivered after the appilcable Closing, within a reasonable time.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. 7.1 Upon execution of this Agreement, the parties hereto shall deposit deliver an executed counterpart of this Agreement with to the Title Company and this instrument Company. This Agreement shall serve as the instructions to the Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller shall promptly notify the Title Company and Buyer in writing as to the Effective Date and the date that the Inspection Period ends, which dates shall be controlling unless Buyer objects in writing within three (3) days after receipt of such notice or unless the parties otherwise agree. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions, the terms of this Agreement shall control. c. 7.2 The Closing hereunder consummation of the transactions contemplated hereby shall be held and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at the offices office of the Title Company thirty Company, on a date which date is not later than twenty (3020) days from after the date end of this Agreement the Inspection Period subject to satisfaction of conditions precedent set forth herein. 7.3 At least one (1) business day prior to the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit deliver the following into escrow with the following:Title Company (all in form reasonably acceptable to the Title Company and Buyer's counsel): i. (a) A duly executed and acknowledged Grand Special Warranty Deed (herein referred to as the "Deed") in recordable form conveying rights the Property to Buyer as grantee therein, subject only to Permitted Exceptions. (b) A duly executed bill of sale ("Bill of Sale") transferring all of Seller's ri▇▇▇, title and ▇▇▇▇rest in and to the Real Property to Buyerfixtures and personal property described in Section 1.3. (c) A duly executed assignment of the Lease between Seller and Tenant and the written consent of Tenant thereto and Tenant's Statement of Lease or representation letter. (d) An affidavit dated as of the date of Closing, subject duly executed, certifying that Seller is not a foreign person within the meaning of the Internal Revenue Code and its regulations. (e) Such customary affidavits or certificates, duly executed, as shall be reasonably required by the Title Company for the purpose of issuing an Owner's and Lender's title insurance policy without exception for parties other than Tenant in possession or mechanics and materialmen's or construction liens claiming by, through or under any contract, agreement or understanding with Seller or any entity affiliated with Seller. (f) A certificate, duly executed, updating the representations and warranties of Seller set forth in this Agreement through Closing, which certificate shall state that there has been no material change in such representations and warranties, or if so, what changes have taken place. (g) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Conditions Closing Statement signed by Buyer pursuant to Section 7.4. (h) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall be reasonably requested to evidence the authority of Title; andSeller to enter into and consummate the transaction contemplated by this Agreement. e. Before (i) A duly executed 1099-S Designation Form. (j) Such other documents as are reasonably necessary to consummate this Agreement including, without limitation, such events as may be required by Lease with the Tenant. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. 7.4 Buyer shall deliver the following into escrow with the Title Company, at least one (1) business day prior to the Closing Date, unless otherwise specified: (a) The balance of the Purchase Price as required by Section 2.1(b), which will be wired to the Title Company no later than 11:00 a.m. on the Closing Date. (b) A duly executed certificate updating the representations and warranties of Buyer set forth in this Agreement through such Closing Date, which certificate shall state that there has been no material change in said representations and warranties, or if so, what changes have taken place. (c) A certificate from the Maryland Secretary of State dated no more than sixty (60) days prior to the Closing, confirming that Buyer is duly formed and in good standing under the laws of such state. (d) Such resolutions, authorizations, bylaws or other documents relating to Buyer as shall deposit be reasonably requested to evidence the authority of Buyer to enter into escrow and consummate the following items:transactions contemplated by this Agreement. i. Funds (e) A duly executed Closing Statement setting forth the Purchase Price and the various adjustments and prorations set forth herein, identical to the Closing Statement signed by Seller pursuant to Section 7.3. (f) Such other documents as are reasonably necessary to close consummate this transactionAgreement. Seller may waive compliance on Buyer's part under any of the foregoing items by an instrument in writing. 7.5 Upon receipt of all the funds and documents described in Sections 7.3 and 7.4, above, the Title Company shall, in accordance with Paragraph 3 above. f. escrow instructions reasonably agreed upon by Seller and Buyer shall each deposit such other instruments Buyer, (a) record the Deed and deliver the documents delivered into escrow by Seller to Buyer, and (b)disburse the Purchase Price, as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property adjusted, in accordance with the terms hereofclosing statement and in accordance with wiring instructions provided by Seller and deliver the documents from escrow to the party entitled to receive the same.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company Escrow Holder and this instrument Agreement shall serve as instructions to Title Company as the escrow holder Escrow Holder for consummation of the purchase and sale contemplated herbyhereby. (b) The parties shall conduct an escrow Closing. The Closing shall take place at the offices of Seller's legal counsel, Dodd & Batla, A Professional Corporation, located at 800 ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. ▇. Mich▇▇▇ ▇▇▇▇ ▇▇▇ll handle the Closing as agent of the Title Company. The Closing shall be on or before sixty (60) days from the Effective Date (as extended, if applicable, pursuant to section 4 (a) and Paragraph 6), or on such other date mutually agreed upon between Buyer and Seller and Buyer agree in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties to execute such additional and supplementary escrow instructions as may be appropriate the contrary within five (5) days after the Closing Date, return to enable the escrow holder to comply with the terms of this Agreementdepositor thereof items which were deposited hereunder; provided, however, that in the event Escrow Holder receives conflicting notices, Escrow Holder may place such items in the registry of the District Court of Trav▇▇ County, Texas. Any such return shall not, however, relieve either party of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall controlliability it may have for its wrongful failure to Close. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30c) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow deliver to Escrow Holder or Buyer the following: i. A (i) a duly executed and acknowledged Grand Deed conveying rights Deed; (ii) a duly executed Bill ▇▇ Sale; (iii) originals of all Leases and a duly executed and acknowledged Assignment of Leases; (iv) originals of the Assumed Contracts not previously delivered to Buyer (to the Real Property extent originals are available; provided if originals are not available Seller shall provide Buyer with true, correct and complete copies); (v) a duly executed Assignment of Intangible Property; (vi) originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer, subject ; (vii) notices to the Conditions Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller; (viii) the Tenant Certificates; (ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of TitleSection 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K; (x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by Buyer; (xi) a full release of all monetary encumbrances affecting the Property, including without limitation any mechanics' liens and such bond, indemnity or other arrangements as shall be necessary to cause the Title Company to insure title to the Property as vested in Buyer without any exception for such matters; (xii) a closing statement in form and content satisfactory to Buyer and Seller (the "Closing Statement") duly executed by Seller; (xiii) all keys to the Property (except for keys in the possession of the tenants); (xiv) evidence of termination of any contracts and other agreements affecting the Property that are not Assumed Contracts; and e. Before (xv) any documents or agreements reasonably required by the Title Company to issue the Title Policy. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. (d) At or before the Closing, Buyer shall deposit into escrow deliver to Escrow Holder or Seller the following itemsfollowing: i. Funds necessary to close (i) a duly executed Assignment of Leases; (ii) a duly executed Assignment of Intangible Property; (iii) the Closing Statement, duly executed by Buyer; and (iv) the Purchase Price less any holdbacks and proration credits provided for this transaction, in accordance with Paragraph 3 aboveAgreement. f. (e) Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder Escrow Holder or Title Company or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer ▇▇▇▇▇ agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control. c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) 45 days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At or before the Closing, Seller shall deposit into escrow the following: i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control. c. (a) The Closing hereunder shall be held held, and delivery of all items to be made at the Closing under the terms of this Agreement shall be made at on or before the offices date that is ninety (90) days after the expiration of the Title Company thirty (30) days from the Inspection Period, or such date of to which Closing may be extended in accordance with this Agreement Section (the “Closing Date”). Such ; provided, however, (i) Buyer shall provide Seller with seven (7) days’ prior notice of the date may not be extended without upon which Buyer wishes to close; (ii) Buyer shall have the prior right to extend the Closing Date two (2) times for up to thirty (30) days each, by providing written approval notice to Seller of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. At ’s desire to so extend on or before the date that is seven (7) days before the Closing Date (the “Extension Notice Date”), and simultaneously delivering to Escrow Agent, an additional deposit each in the amount of Five Thousand and 00/100 Dollars ($5,000.00) (each, an “Extension Deposit”), which amount shall immediately become non-refundable, fully earned and disbursed to Seller, but shall be applied to the Purchase Price at Closing; and (iii) Seller shall have the right to extend the Closing Date on a day-for-day basis until Seller has received the Seller Required Consents (but in no event later than thirty (30) days beyond the Closing Date) by providing written notice to Buyer five (5) days before the Closing Date, Escrow Agent: (b) On the Closing Date, Seller shall deposit deliver the following into escrow with the (i) A warranty deed in substantially the following: i. A form attached as Exhibit B (the “Deed”), duly executed and acknowledged Grand Deed conveying rights by ▇▇▇▇▇▇; Escrow Agent: (ii) A bill of sale (without warranties) in substantially the form attached as Exhibit C, duly executed and acknowledged by Seller, transferring title to the Real Tangible Personal Property to Buyer, free of any liens, encumbrances or interests of third parties, in such form as is satisfactory to Buyer; (iii) An affidavit that Seller is not a “foreign person” within the meaning of Section 1445(e) (3) of the Code; (iv) A duly executed owner’s/seller’s affidavit in substantially the form attached as Exhibit D, in such form as is satisfactory to Title Company for its purposes including, without limitation, providing the standard owner’s title policy; (v) A closing statement in form and content reasonably satisfactory to Buyer and Seller (the “Closing Statement”) duly executed by Seller and any funds required to be delivered by Seller thereunder; (vi) A commercial broker’s affidavit in substantially the form attached as Exhibit E; and (vii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company and Buyer, which have not previously been delivered. (c) On the Closing Date, ▇▇▇▇▇ shall deliver the following into escrow with the (i) The funds on account of the Purchase Price, subject to the Conditions credits, adjustments and prorations described herein, in the form of Titlea wire transfer of good federal funds. (ii) The Closing Statement duly executed by ▇▇▇▇▇. (iii) Any other documents, instruments, records, correspondence or agreements called for hereunder or reasonably requested by the Title Company and Seller, which have not previously been delivered; andand Seller may waive compliance on Buyer’s part under any of the foregoing items by an instrument in writing. e. Before Closing(d) Upon receipt of all the funds and documents described above, and provided the Title Company is in a position to issue the Title Policy, upon written authorization from Buyer shall deposit into escrow and Seller, the following items: i. Funds necessary Title Company shall, in an “escrow-style” or “mail-away” closing (i) disburse the Purchase Price, subject to close the credits, adjustments and prorations provided for in this transactionAgreement, in accordance with Paragraph 3 abovethe closing statement, (ii) deliver the documents from escrow to the party entitled to receive the same, and (iii) record the Deed. f. (e) Real estate taxes and assessments, all rents, and other items of income and expense relating to the operation of the Property shall be adjusted and prorated as of 12:01 a.m. on the Closing Date, based on a 365-day year as follows: (i) Real estate taxes and assessments for the current tax year shall be prorated, whether or not due and payable. If the amount of real estate taxes for the current tax year cannot be ascertained at Closing, the previous year’s amount shall be utilized. (ii) Charges or prepayments under any contracts assumed by Buyer shall be prorated as of the Closing Date. (iii) Utilities shall not be prorated at Closing. Buyer shall be responsible for establishing its own utility accounts as of the Closing Date. Seller shall be entitled to a refund of all existing utility deposits. Seller shall remain responsible for utility bills received post-Closing that relate to the period prior to the Closing Date and Buyer shall each deposit be responsible for all utility bills relating to the Closing Date and thereafter. (f) Notwithstanding the foregoing, if the proration of real estate taxes and assessments has been based on the real estate taxes and assessments for the previous year, then the proration of real estate taxes and assessments shall be adjusted, as necessary, between the parties when the actual real estate taxes and assessments for the tax year in which the Closing takes place are available and any party owning money to the other as a result of such adjustment shall pay the other instruments as are reasonably required by any additional amount owed within ten (10) days after request for same provided that such request is made within one (1) year after the escrow holder Closing Date. This Section shall survive the Closing. (g) Seller shall pay transfer tax, and any prepayment penalty or otherwise required to close defeasance cost associated with the escrow and consummate payoff of Seller’s loan on the purchase Property. Buyer shall pay the premium for a standard owner’s title insurance policy in the amount of the Real Purchase Price or any extended coverage and endorsements, title search or abstracting charges, survey charges, settlement charges, recording costs, and intangible recording taxes. Each party shall pay its own attorneys and other advisors. (h) Possession of the Property in accordance with the terms hereofshall be delivered to Buyer at Closing.

Closing and Escrow. a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument Agreement shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herbyhereby. Seller and Buyer Purchaser agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder title company to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental supplementary escrow instructions (other than joint escrow instructions), the terms of this Agreement shall control. c. (b) The parties shall conduct an escrow Closing hereunder shall be held and delivery of all items at pursuant to this Section 8 on either (i) the Closing under the terms of this Agreement shall be made at the offices of the Title Company date that is thirty (30) days from after the expiration of the Due Diligence Period, (ii) on such other earlier date of this Agreement as designated by Purchaser, or (iii) or on such later date as Purchaser and Seller may agree in their sole and absolute discretion (the “"Closing Date”"). Such date In the event the Closing does not occur on or before the Closing Date, the Title Company shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreementhave for its wrongful failure to close. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Title Company (for delivery to Purchaser upon Closing) the following:following (other than the materials described in clause (xi) below, which shall be delivered directly to Purchaser by Seller substantially concurrent with the Closing): i. A (i) a duly executed and acknowledged Grand Deed conveying rights grant, bargain and sale deed in the form attached hereto as EXHIBIT E (the "Deed"); (ii) an assignment of service contracts, warranties and guaranties and other intangible property in the form attached hereto as EXHIBIT F (the "Assignment of Intangible Property"); (iii) originals of all Assumed Contracts and all other material documents, agreements and correspondence and items relating to the Real Property ownership, operation, maintenance or management of the Property; (iv) a "FIRPTA Affidavit" pursuant to BuyerSection 1445 (b)(2) of the Internal Revenue Code duly executed by Seller which Affidavit shall indicate that no federal withholding shall be required; (v) such resolutions, authorizations, bylaws or other corporate and/or partnership documents relating to Seller as shall be required by Title Company; (vi) the certificate certifying as to Seller's representations and warranties as required by Section 9(b) below; (vii) all personal property described in the Bill of Sale to the extent in Seller's possession or reasonable cont▇▇▇; and (viii) any other closing documents reasonably requested by Title Company. Purchaser may waive compliance on Seller's part under any of the foregoing items by an instrument in writing. (d) At or before the Closing, Purchaser shall deliver to Title Company (for delivery to Seller upon Closing) the following; (i) the duly executed Assignment of Intangible Property; (ii) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Purchaser as shall be required by Title Company; (iii) the duly executed and acknowledged affidavit of real property value; (iv) any other customary and/or reasonable closing documents requested by Title Company or Purchaser (provided that in no event shall any such documents increase the liability of Purchaser); and (v) the balance of the Purchase Price in cash or other immediately available funds, subject to the Conditions of Title; and e. Before Closing, Buyer shall deposit into escrow the following items: i. Funds necessary to close this transaction, in accordance with Paragraph 3 aboveprorations and adjustments as set forth herein. f. (e) Seller and Buyer Purchaser shall each deposit such other instruments as are reasonably required by the escrow holder title company or otherwise required to close the escrow and consummate the purchase acquisition of the Real Property in accordance with the terms hereofhereof (provided that in no event shall any such documents increase the liability of Purchaser or Seller). Seller and Purchaser hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation. (f) The following are to be apportioned as of the Closing Date as follows, with Purchaser being deemed to be the owner of the Property during the entire day on which the Deed is recorded and being entitled to receive all income of the Property, and being obligated to pay all expenses of the Property, with respect to such day:

Closing and Escrow. a. It (a) The Closing shall be take place via a deed and money escrow, using for such purposes the obligation of the Seller to open an escrow for the purposes of this AgreementTitle Company, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees. b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase agent, and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary a mutually agreeable escrow instructions as may be appropriate to enable the escrow holder to comply agreement comporting with the terms of this Agreement; provided, howeverincluding provisions for a so-called “New York style” closing to facilitate delivery to Purchaser of the Title Policy and possession of the Property on the Closing Date. The Closing may take place at Title Company’s loop office in Chicago, that in Illinois, provided Seller and Purchaser do not need to appear at Closing and may deliver via mail the event of any conflict between the provisions of this Agreement documentation and any supplemental escrow instructionsPurchase Price, as applicable, required pursuant to the terms of this Agreement shall controlto the Title Company. c. (b) The parties shall conduct an escrow Closing hereunder shall be held and delivery of all items at pursuant to this Paragraph 8 on the Closing under date that is the terms of this Agreement shall be made at the offices of the Title Company date that is thirty (30) days from after the expiration of the Due Diligence Period, or on such other date of this Agreement as Purchaser and Seller may agree in their sole and absolute discretion (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement. d. (c) At or before the Closing, Seller shall deposit into escrow deliver to Title Company (for delivery to Purchaser upon Closing) the following:following (other than the materials described in clauses (iv) and (vii) below, which shall be either delivered directly to Purchaser by Seller substantially concurrent with the Closing or left by Seller in or on the Improvements as of the Closing Date): i. A (i) a duly executed and acknowledged Grand Trustee’s Deed conveying rights in the form attached hereto as Exhibit C (the “Deed”); (ii) a ▇▇▇▇ of sale in the form attached hereto as Exhibit D (the “▇▇▇▇ of Sale”); (iii) an assignment of service contracts, warranties and guaranties and other intangible property in the form attached hereto as Exhibit E (the “Assignment of Intangible Property”); (iv) originals or copies, to the Real Property to Buyerextent Seller does not have originals in its possession, subject of all Assumed Contracts, and, to the Conditions extent in Seller’s possession, buildings permits, certificates of Title; and e. Before Closingoccupancy, Buyer shall deposit into escrow plans and specifications for the following items: i. Funds necessary Improvements and all tenant-occupied space included within the Improvements, and all other material documents, agreements and correspondence and items relating to close this transactionthe ownership, in accordance with Paragraph 3 above. f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder operation, maintenance or otherwise required to close the escrow and consummate the purchase management of the Real Property in accordance with Property; (v) a “FIRPTA Affidavit” pursuant to Section 1445 (b)(2) of the terms hereof.Internal Revenue Code of 1986, as amended (the “Code”), duly executed by Seller;