Common use of Description of Property Clause in Contracts

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (i) The Realty together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property".

Description of Property. Seller agrees (a) The property which is subject to sell to Buyer this Agreement (the "Property") consists of approximately 40 acres of land located in Horry County, South Carolina as shown on the map marked EXHIBIT A and Buyer agrees to buy from Seller upon the terms attached hereto and conditions hereinafter set forth: --------- incorporated herein by reference, together with and including (i) The Realty together with all improvements (if any) located thereon, (ii) all trees, shrubbery and growing crops located thereon, (iii) all easements and rights-of-way appurtenant to the Property and all of Seller's rights to use same, (iv) all rights of ingress and egress to and from the Property, (v) any and all right, title and interest of Seller in and to any land lying in and all roads, streets and rights-of-way affecting or bounding the bed of Property and (vi) any street (opened and all appurtenant development rights, including the present or proposed) adjacent future use thereof, relating to the Property, including sanitary sewer capacity, drainage, water capacity and other utility facilities to the extent they pertain to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premisesbenefit the Property, including, without limitation, all mineralsreservations of or commitments, oil letters or gas on agreements relating to any such use currently or under such premisesin the future. (b) Seller hereby agrees to sell and convey to Buyer, development rightsand ▇▇▇▇▇ hereby agrees to purchase from Seller, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises the approximately fourteen (all 14) acres of the foregoingProperty identified on EXHIBIT A attached hereto as the Initial Purchase (the --------- "Initial Purchase"). After Buyer purchases the Initial Purchase, Buyer shall have, and Seller hereby grants to Buyer effective upon the Initial Purchase, the option to purchase the remainder of the Property which is identified on EXHIBIT A as the Option --------- Property (the "Real Option Property"), (ii) all buildings and other improvements located thereon (the "Improvements" and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively as more fully set forth in connection with the ownership or operation of the Premises, described in EXHIBIT B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property"Agreement.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (i) The Realty Certain premises located in Lombard, Illinois, commonly known as Avalon Lombard, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" ", and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation (limitation, whether or not listed on EXHIBIT Exhibit B) , all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "“Personal Property"), ”) but expressly excluding (iva) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation items of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible personal property owned by Seller and used in connection with the ownership or operation Property as part of the PremisesSeller’s integrated systems of ownership, includingmanagement and/or operations of apartment projects, such as, by way of example and without limitation, the computer software for the key track system, computer and phone systems and software, corporate licenses, and management and financial reporting systems and software, (b) utility deposits, (c) non-refundable deposits and (d) non-refundable lump sum payments previously made under any Leases (other than advance rents); and (iv) all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller Leases and Assumed Contracts (collectively, the "Intangibles"as hereinafter defined); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (viv) are herein sometimes collectively referred to as the "Property". In connection with the ownership, management and operation of the Property and other properties owned and/or managed by Seller, Seller has used and may continue to use the tradenames, trademarks and servicemarks "Avalon," "Avalon Communities," fleur de lis, "Time Well Spent," "AvalonBay,", "Avalon on," Avalon at," "Avalon by the," "Avalon on the," and "Avalon at the," (collectively, together with all improvements and additions whenever made to or associated with any of the foregoing by Seller or anyone else, the "Marks"). Notwithstanding anything herein express or implied to the contrary, Buyer acknowledges that it has no interest in and is not acquiring any right to the Marks and agrees and acknowledges that the Marks are trademarks and servicemarks owned by Seller and that the Marks are and will continue to be the sole property of Seller. Following the Closing, Buyer shall have no rights to use or display any of the Marks for any purpose whatsoever. Immediately following the Closing Buyer will remove any and all signs, materials, documents, inventory, amenities, supplies or other matter containing the Marks. Buyer agrees that it shall not challenge or contest in any way (i) Seller's registration or application for registration of the Marks with the U.S. Patent & Trademark Office, or with any other trademark office; (ii) the validity of the Marks; (iii) Seller's exclusive worldwide ownership of the Marks; or (iv) Seller's right to grant to others licenses to use the Marks.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (i) The Realty together with all right, title and interest of Seller Seller, if any, in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" ", and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT including, without implied limitation, those items listed on Exhibit B attached hereto and incorporated herein by referencemade a part hereof, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectivelythereof, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name “▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇” ("Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade NameName (collectively, the "Personal Property"), and (iv) to the extent assignable by Seller without the consent of third partiesSeller, all any intangible and other intangible property now or hereafter owned by Seller and used in the ownership or operation of the Premises, Premises including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, records, correspondence, tenant lists, tenant prospect lists and other mailing lists, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items items, and all title inspections, studies and reports, market studies and similar inspections with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guaranteesguaranties, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises Premises, all subject to the extent in Seller’s possession or control and to the possession of the extent assignable by Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (viv) are herein sometimes collectively referred to as the "Property".

Description of Property. Seller agrees (a) In consideration of the mutual covenants contained herein, Landlord hereby leases to sell to Buyer Tenant and Buyer agrees to buy Tenant hereby leases from Seller upon Landlord that parcel of land located in the terms Township of South Fayette, County of Allegheny, Commonwealth of Pennsylvania, and conditions hereinafter set forth: (i) The Realty more particularly described in Exhibit A, together with all rights, easements and appurtenances belonging or appertaining to the land, and all right, title and interest of Seller Landlord in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premisesand all roads, together with all rightsstreets, privileges, alleys and public and private rights of way bounding the land (the land and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas rights described above are collectively called the “Property”). The Property is part of a shopping center currently owned by Landlord commonly known as “The Piazza at South Fayette” (the “Shopping Center”). The Shopping Center is depicted on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises the site plan attached as Exhibit A- 1 (all the “Site Plan of the foregoing, Shopping Center”). The Shopping Center has been or will be constructed on the "Real (i) the Property"), (ii) all buildings that certain parcel of land owned in fee by Landlord as described in Exhibit A-2 and other improvements located thereon designated as Allegheny County Parcel Identification Number 256-R-3 (the "Improvements" and, together with the Real Property, the "Premises"“Center Parcel”), and (iii) all items that certain parcel of tangible personal property owned by Seller land ground leased to Raising Cane’s Restaurants, L.C.C. as described in Exhibit A-3 and located designated as Allegheny County Parcel Identification Number 256-S-4 upon which a Raising Cane’s restaurant is being constructed (the “Raising Cane’s Parcel”). The portion of the Shopping Center less the Property shall be referred to herein as “Landlord’s Residual”. Landlord makes no representation regarding the number of buildings (or leasable square footage thereof) to be completed in the Shopping Center, and reserves the right, in its sole discretion, to construct more or fewer buildings that those depicted on the Premises and used exclusively site plan subject to the limitations set forth in connection with this Lease. Subject to the ownership or operation of express rights granted to Tenant under this Lease, Landlord reserves the Premisesright to (i) sell, described in EXHIBIT B attached hereto and incorporated herein by referenceground lease, includingchange, without implied limitation (whether or not listed on EXHIBIT B) all furniturerelocate, fixturesadd to, equipmentsubtract from, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on and/or alter the Premises and used in connection with the ownership and operation of the Premises (collectivelyLandlord’s Residual, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectivelyinterior store units, the "Leases") as described on EXHIBIT C attached hereto parking lot layout, the walks, corridors and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name")common areas, and any telephone numbers assigned other portion of the Landlord’s Residual, provided, no such change, relocation, addition, subtraction and/or alteration by Landlord as set forth in this subsection (a)(i) shall have a material adverse effect on access to the Trade NameProperty; (ii) eliminate or change the nature or use of any tenant (other than Tenant), and to the extent assignable by Seller without the consent of third partiesor notice to Tenant, all but subject to the provisions of this Lease and the rights granted to Tenant herein; and (iii) subdivide and/or consolidate the land within Landlord’s Residual from or with any land in Landlord’s Residual and/or adjacent lands (other intangible property owned by Seller and used than the Property). (b) The Property is leased to Tenant, “as is, where is,” without warranty or representation of Landlord except as expressly set forth in the ownership or operation this Lease. The expiration of the PremisesInspection Period without Tenant exercising its right to terminate this Lease conclusively establishes that Tenant accepts the Property in its then “as is, including, without limitation, where is” condition and that the Property and the Governing Documents are at such time in satisfactory condition and in conformity with the provisions of this Lease in all plans respects. (c) Tenant shall be and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to remain owner of all Improvements erected throughout the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation Term of this Lease. Landlord shall become owner of all Improvements at the end of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation Term of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property"this Lease.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (i) The Realty Certain premises located in Schaumburg, Illinois, commonly known as Avalon at Poplar Creek, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" ", and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation (limitation, whether or not listed on EXHIBIT Exhibit B) , all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "“Personal Property"), ”) but expressly excluding (iva) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation items of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible personal property owned by Seller and used in connection with the ownership or operation Property as part of the PremisesSeller’s integrated systems of ownership, includingmanagement and/or operations of apartment projects, such as, by way of example and without limitation, the computer software for the key track system, computer and phone systems and software, corporate licenses, and management and financial reporting systems and software, (b) utility deposits, (c) non-refundable deposits and (d) non-refundable lump sum payments previously made under any Leases (other than advance rents); and (iv) all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller Leases and Assumed Contracts (collectively, the "Intangibles"as hereinafter defined); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (viv) are herein sometimes collectively referred to as the "Property". In connection with the ownership, management and operation of the Property and other properties owned and/or managed by Seller, Seller has used and may continue to use the tradenames, trademarks and servicemarks "Avalon," "Avalon Communities," fleur de lis, "Time Well Spent," "AvalonBay,", "Avalon on," Avalon at," "Avalon by the," "Avalon on the," and "Avalon at the," (collectively, together with all improvements and additions whenever made to or associated with any of the foregoing by Seller or anyone else, the "Marks"). Notwithstanding anything herein express or implied to the contrary, Buyer acknowledges that it has no interest in and is not acquiring any right to the Marks and agrees and acknowledges that the Marks are trademarks and servicemarks owned by Seller and that the Marks are and will continue to be the sole property of Seller. Following the Closing, Buyer shall have no rights to use or display any of the Marks for any purpose whatsoever. Immediately following the Closing Buyer will remove any and all signs, materials, documents, inventory, amenities, supplies or other matter containing the Marks. Buyer agrees that it shall not challenge or contest in any way (i) Seller's registration or application for registration of the Marks with the U.S. Patent & Trademark Office, or with any other trademark office; (ii) the validity of the Marks; (iii) Seller's exclusive worldwide ownership of the Marks; or (iv) Seller's right to grant to others licenses to use the Marks.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: : The Improved Properties, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with (i) The Realty together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining each such premises, together with all rights, privileges, rights of way and easements appurtenant to each such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises the Improved Properties (all of the foregoing, the "“Real Property"”), (ii) all buildings and other improvements located thereon (the "“Improvements" ”, and, together with the Real Property, the "“Premises"”), (iii) all items of tangible personal property owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, Premises described in EXHIBIT Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation reference (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation extent of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, ’s interest therein and to the extent assignable by Seller without assignable, collectively, the consent of third parties, all “Personal Property”) and (iv) any intangible and other intangible property now or hereafter owned by Seller and used in the ownership or operation of the Premises, to the extent of Seller’s ownership interest therein and assignable without material third party cost to Seller, including, without limitation, all any plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guaranteesguaranties, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (but excluding attorney and accountant work product) (collectively, the "Intangibles"“Intangible Property”); provided. The Improved Properties, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All together with all items referred to in clauses (i), (ii), ) (iii), (iv) and (viv) are herein sometimes collectively referred to as the "“Property"” and the Property associated with 8263 Patuxent is herein sometimes referred to as the “8263 Patuxent Property,” the Property associated with 8265 Patuxent is herein sometimes referred to as the “8265 Patuxent Property” and the Property associated with 8700 ▇▇▇▇▇▇ is herein sometimes referred to as the “8700 ▇▇▇▇▇▇ Property.” Notwithstanding any other provision of this Agreement to the contrary, the liability of each Seller Entity under this Agreement and all documents delivered at closing pursuant hereto applicable to any Seller Entity and/or both Seller Entities is joint and several. Without limitation on the foregoing, for purposes of this Agreement and all documents delivered at closing pursuant hereto, the acts and omissions of an individual Seller Entity shall be deemed to be the acts and omissions of the Seller (e.g., if either Seller Entity defaults hereunder or its representations are not true and correct, Seller shall be deemed in default hereunder (or deemed to have made representations which were untrue)). Furthermore, notwithstanding anything to the contrary contained in this Agreement, the transaction contemplated under this Agreement is an “all or none” transaction and (i) any termination of this Agreement, including, without limitation, any termination due to a condition or matter relating to a single Improved Property, shall constitute a termination of this Agreement as to all of the Improved Properties and (ii) in no event shall Buyer be required to accept conveyance of the 8263 Patuxent Property and 8265 Patuxent Property without the 8700 ▇▇▇▇▇▇ Property or conveyance of the 8700 ▇▇▇▇▇▇ Property without the 8263 Patuxent Property and 8265 Patuxent Property.

Description of Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer Buyer, and Buyer agrees to buy purchase from Seller upon the terms and conditions hereinafter set forth: (i) The Realty together with Seller, all of Seller’s right, title and interest of Seller in and to the following property and rights (excluding, specifically, any Personal Property (as hereinafter defined)): (a) those certain parcels of land lying as generally scheduled by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇ and Seller’s store number in Exhibit A attached hereto (collectively, the bed of any street “Land”); (opened or proposedb) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premisesthe Land, including, without limitation, all minerals, oil or gas on or under such premises, development rights, water and air rights, water rights and any easementsmineral rights, rights of way way, roadways, parking areas, roadbeds, drainage rights, alleyways or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and appurtenances used in connection with the ownership Land and operation of any after-acquired title or reversion relating to the Premises Land (collectively, the "Personal Property"“Appurtenant Rights”), ; (ivc) Seller's interest as lessor in all improvements and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, fixtures now located on the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, Land and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premisescomprising real estate under applicable law, including, without limitation, any and all plans buildings, structures, parking areas, landscaping improvements and specificationsany outdoor seating areas, surveysgazebos, catalogspatio areas or decks, bookletsand all permanently affixed apparatus and equipment required for the operation of such improvements and fixtures to the extent of Seller’s right, manualstitle and interests therein (and each of which are hereby agreed to be excluded from Personal Property) such as pumps, tenant filesmotors, logsmachinery, sales brochures treatment and materialsstorage facilities, leasing brochures heating and materialsair conditioning systems, advertising materials electrical and power systems, plumbing, pump, pipe and lifting systems, fire prevention and alarm systems, built-in vacuum and cleaning systems, affixed and installed refrigeration, ventilation, non-severable walk-in coolers, non-severable walk-in freezers, non-severable supply fans and exhaust fans, air ducts, built-in ▇▇▇▇-top hoods and vents, built-in sinks, built-in countertops, affixed tanks, conduits, switchboards, and communications apparatus, drapes, attached floor coverings, including carpeting, storm doors and windows, and toilets and sinks and other similar items with respect affixed facilities required for the day-to-day operations of such improvements (as opposed to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of day-to-day business operations therein or upon the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller Land) (collectively, the "Intangibles"“Improvements”); , provided, however, that excluded from the definition of Improvements hereunder shall be all fixtures deemed part of Seller’s intellectual or “branding” property and which shall, in all events remain part of the Personal Property; and (d) with respect to each Individual Property (as hereinafter defined), all of Seller’s transferable and assignable right, title and interest: (i) as landlord in and to all leases, subleases, tenancies and rental or occupancy agreements, if any, granting possessory rights in, on or covering the Land or Improvements (or any portions thereof), together with all modifications, extensions and amendments thereof, as listed and described in Exhibit B attached hereto, together with such other leases of the Improvements as may be made prior to the Closing (as hereinafter defined) in accordance with the terms of this Agreement (individually, a “Lease”, and collectively, the “Leases”); (ii) all guarantees, warranties and indemnities, if any, pertaining to the ownership or the day-to-day operations of the Land and the Improvements (as opposed to the day-to-day business operations within the Improvements), or the management and the maintenance of the Land and the Improvements which would benefit Buyer after the Closing (collectively, the “Warranties”); and (iii) to the extent assignable or transferable by Seller may retain copies without consent or approval of any record third party, (A) all plans, drawings, specifications and blueprints, surveys, engineering reports, environmental reports and other geo-technical descriptions or file for materials relating in any way to the purpose Land, Improvements, Appurtenant Rights or Leases, and (B) all permits, occupancy and use certificates, variances, waivers, and approvals from any governmental or quasi-governmental entity or instrumentality affecting the ownership or the day-to-day operations of filing tax returnsthe Land and the Improvements (as opposed to the day-to-day business operations within the Improvements) or the maintenance of the Land or the Improvements (collectively, making distributions the “Property Permits”). PROVIDED, HOWEVER, that Buyer acknowledges and agrees that Buyer is agreeing to purchase and shall purchase the Property in its partners or winding down its business or for any other purposes“AS-IS, WHERE-IS” condition, subject to Buyer’s inspection rights set forth in Section 5 hereof. All items referred to of the property, rights and privileges described above in clauses (i), (ii), (iii), (iv) and (v) this Section 1 are herein sometimes collectively referred to as the "“Property"”. The portion of the Property demised under each Closing Lease (as hereinafter defined) is herein referred to as an “Individual Property”. Notwithstanding anything to the contrary set forth in this Agreement, including under this Section 1, Seller and Buyer agree that Seller shall not be obligated to transfer, and is not transferring, to Buyer as part of the Leases, Warranties and/or Property Permits, in part or in whole, any licenses, trademarks, trade dress, service marks, logos or insignia, any written or oral contracts, agreements, indemnities, licenses, permits and/or approvals pertaining to the purveying, inventory or supply of food and/or stocking, sale or consumption of alcoholic beverages upon any Individual Property, any signage boards or any intellectual property rights whatsoever as may be owned or exist in favor of Seller, or its respective successors or assigns, pertaining to the business(es) operating or to operate upon or within any portion of the Land or Improvements.

Description of Property. Seller agrees The property which is subject to sell to Buyer and Buyer agrees to buy from Seller upon this Agreement (the terms and conditions hereinafter set forth"Property") consists of: a. approximately 10.33 acres of land known as "Paces Arbor Apartments" and 19.54 acres of land known as "Paces Forest Apartments," each in Wake County, Raleigh, North Carolina and more particularly described on Exhibit A and Exhibit A-1 attached hereto and incorporated herein by reference (i) The Realty together with collectively the "Land"); b. all of Seller's right, title and interest to buildings (including 117 apartment units at Paces Forest Apartments and 1O1 apartment units at Paces Arbor Apartments), the parking lots, driveways, curb, gutter, sidewalks, pavement and all other improvements located on the Land (collectively, the "Improvements"); c. all easements, if any, benefitting the Land; d. all rights and appurtenances pertaining to the Land, including any right, title and interest of Seller in and to any land lying in the bed of any street (opened adjacent streets, alleys or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (way; e. all of the foregoingSeller's right, the "Real Property"title and interest in and to all fixtures, equipment, apparatus, machinery, appliances, furnishings, books and records (or copies thereof) wherever located (including computer stored data, programs, etc., not including software), (ii) all buildings and other improvements located thereon (the "Improvements" and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively in connection with the operation and ownership or operation of the PremisesImprovements, and all leasehold improvements located thereon(collectively, the "Personal Property"), such Personal Property to include without limitation, the personal property described on the schedule to be delivered to Buyer pursuant to Paragraph 4(a)(v); and f. All of Seller's right, title and interest in EXHIBIT B attached hereto and incorporated herein to all intangible property now or hereafter owned or held by referenceSeller between the date of this Agreement and the "Closing Date" (as hereinafter defined) and used solely in connection with the Land, the Leases (as defined in Paragraph 6(b)), the Improvements, or the Personal Property, including, without implied limitation but not limited to, all assignable guarantees and warranties (whether or not listed on EXHIBIT B) including guarantees and warranties pertaining to the Improvements); all furnitureassignable licenses and other governmental permits and permissions relating to the Land, fixturesthe Improvements, equipment, machines, apparatus, appliances, supplies and personal property of every nature the operation thereof; all assignable contracts and description contract rights; and all replacements thereof owned by Seller trade names, trademarks, and located on the Premises and logos used in connection with the ownership and operation of the Premises Improvements, including, but not limited to, the names "Paces Arbor" and "Paces Forest" (collectively, the "Personal Intangible Property"), (iv) Seller's interest as lessor provided Seller shall have no obligation to incur cost in and to those certain leases, together connection with any amendments thereto such transfer or guaranties thereof (collectivelyassignment, the "Leases") except as described on EXHIBIT C attached hereto and incorporated otherwise expressly permitted herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining . Notwithstanding anything contained herein to the management or operation of the Premises which are approved by Buyer pursuant contrary, Seller shall be obligated to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items fulfill its prior obligations with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating Intangible Property which have accrued prior to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property"Closing.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (a) (i) The Realty Certain premises located in the Tredyffrin Township, County of Chester, State of Pennsylvan▇▇, ▇▇▇monly known as One, Two, Three and Five Westlakes, Westlakes Office Park, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights, sewer rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" ", and, together with the Real Property, the "Premises"), and (iii) all items of tangible personal property property, fixtures, equipment and inventory owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT Exhibit B attached hereto and incorporated herein by referencereference excluding, however, those items of personal property, fixtures, equipment and inventory specifically listed on Exhibit B as being excluded, and otherwise including, without implied limitation (limitation, whether or not listed on EXHIBIT Exhibit B) , and if and to the extent located in or on the Premises, all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (viii) are herein sometimes collectively referred to as the "Property"; and (i) all leases and other contracts with respect to the use and occupancy of the Premises, together with all amendments and modifications thereto and any guaranties provided thereunder (individually, a "Lease", and collectively, the "Leases"), the amount deposited (the "Security Deposit") under any Lease in the nature of security for the performance of the obligations of the tenant or user (individually a "Tenant", and collectively, the "Tenants") under the leases and rents, additional rents, reimbursements, profits, income, receipts payable after the Closing Date, hereinafter defined; (ii) all trademarks and tradenames used in connection with the Premises, including without limitation the name "Westlakes", "Westlakes Office Park" and any other name by which the Premises is commonly known, and all goodwill, if any, related to said names, all for which Buyer shall have the sole and exclusive rights after the Closing hereinafter defined occurs (collectively, the "Tradenames"); (iii) all permits, licenses, guaranties, approvals, certificates and warranties relating to the Premises and the Personal Property (collectively, the "Permits and Licenses"), all of Seller's right, title and interest in and to those contracts and contracts for the servicing, maintenance and operating of the Premises ("Service Contracts") and telephone numbers in use at any of the Premises (together with the Permits and Licenses and the Service Contracts, the "Intangible Property"); (iv) copies of all books, records, promotional material, tenant data, leasing material and forms, past and current rent rolls, files, statements, market studies, keys, plans, specifications, reports, tests and other materials of any kind owned by or in the possession of Seller which are or may be used by Seller in the use and operation of the Premises or Personal Property (collectively, the "Books and Records"), Buyer agreeing that Seller may retain copies, or originals of the same; and (v) all other rights, privileges and appurtenances owned by Seller, if any, and in any way related to the rights and interests described above in this Section.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: : The Improved Property, as more particularly described in Exhibit A attached hereto and incorporated herein by reference, (i) The Realty together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining each such premises, together with all rights, privileges, rights of way and easements appurtenant to each such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises the Improved Property (all of the foregoing, the "Real Property"), (ii) all buildings buildings, structures and other improvements located thereon thereon, together with all of the fixtures and other property affixed thereto (the "Improvements" ", and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation reference (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation extent of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, ’s interest therein and to the extent assignable by Seller without assignable, collectively, the consent of third parties, all “Personal Property”) and (iv) any intangible and other intangible property now or hereafter owned by Seller and used in the ownership or operation of the Premises, to the extent of Seller’s ownership interest therein and assignable without cost to Seller, including, without limitation, all any plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guaranteesauthorizations, certificates of occupancy, guaranties, warranties, contracts, lease agreements, utility contracts contracts, development rights, the non-exclusive rights to use any trade name or trademark associated with the Property (so long as Landlord has the right to convey such trade name or trademark) or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (but excluding attorney and accountant work product) (collectively, the "IntangiblesIntangible Property"); provided. The Improved Property, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All together with all items referred to in clauses (i), (ii), ) (iii), (iv) and (viv) are herein sometimes collectively referred to as the "Property.".

Description of Property. Seller agrees The property which is to sell be donated and conveyed by Owner to Buyer and Buyer agrees the City pursuant to buy from Seller upon this Agreement shall consist of the terms and conditions hereinafter set forthfollowing: (ia) The Realty together with all right, Fee simple title and interest of Seller in and to the Land; (b) All of the buildings, structures, structural appurtenances, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the Land and all plumbing, gas, electrical, ventilating, lighting and other utilities and utility systems, ducts, hot water heaters, air conditioning systems and all other building systems and fixtures attached to or comprising a part of the building (the “Improvements”), but excluding all personal property, furniture, equipment, and/or trade fixtures owned by Owner (and any land lying current tenant) and used in the bed operation of any street the business(es) currently operating on the Land; (opened c) All easements, rights-of-way, appurtenances and other rights and benefits thereunto belonging, all curb cuts, public or private streets, roads, drives, avenues, alleys or passways, open or proposed) adjacent , on or abutting the Land, any award hereafter made to or abutting to be made in lieu thereof, and any award hereafter made for damage to the Land or adjoining such premisesany part thereof by reason of a change of grade in any street, together alley, road or avenue, as aforesaid (collectively, the “Appurtenances”); (d) Any and all fixtures, machinery, apparatus, equipment (including but not limited to, service, and maintenance equipment), window treatments, safety equipment, intercom equipment and systems, signs and other tangible items of personalty owned by Owner which are located upon, associated with, or used in connection with all rightsthe operation of the Improvements, privilegessubject to depletions, rights replacements and additions in the ordinary course of way operating the Improvements (collectively, the “FFE”); (e) All of the Owner’s contracts and easements appurtenant to such premises, agreements affecting the operation of the Improvements including, without limitation, all mineralsmaintenance agreements, oil service contracts and the like (collectively, the “Service Agreements”), but only to the extent that Owner’s interests in the same are or gas on may be freely transferable or under such premisesassignable by Owner; (f) All licenses, development rightspermits, air rightsauthorizations, water rights consents, variances, waivers, approvals, occupancy certificates and the like, from any easementsfederal, rights of way state, county, municipal or other interests ingovernmental or quasi-governmental body, onagency, department, board, commission, bureau or under any land, highway, alley, street other entity or right of way abutting or adjoining such premises (all instrumentality affecting the operation of the foregoingImprovements (collectively, the "Real Property"“Licenses”), but only to the extent that Owner’s interest in the same are or may be freely transferable or assignable by Owner; and (iig) Any and all buildings original and other improvements located thereon (the "Improvements" andsupplemental blueprints, together with the Real Propertyplans, the "Premises")specifications, (iii) all items working drawings, site plans, elevations, surveys, advertising booklets or materials, brochures, indicia of tangible personal property owned by Seller title, operating manuals, warranties and located on the Premises guarantees, environmental reports, structural reports, and used exclusively similar materials of any kind, character or description, prepared for use in connection with the ownership Improvements and/or the operation thereof or operation otherwise relating thereto, to the extent such items are in the possession or under the control of the Premises, described in EXHIBIT B attached hereto Owner or its agents and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises are transferable (collectively, the "“Documents”). The Land, Improvements and Appurtenances are sometimes referred to herein collectively as the “Real Property.” The FFE, the Service Agreements, the Licenses, and the Documents are sometimes referred to herein collectively as the “Personal Property"), (iv) Seller's interest as lessor in .” The Real Property and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which Personal Property are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "“Subject Property".”

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon the terms and conditions hereinafter set forth: (i) The Realty together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises, including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "“Real Property"”), (ii) all buildings and other improvements located thereon (the "“Improvements" ” and, together with the Real Property, the "“Premises"”), (iii) all items of tangible personal property owned by Seller and located on the Premises and or used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT Exhibit B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT Exhibit B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and or used in connection with the ownership and operation of the Premises (collectively, the "“Personal Property"”), (ivvi) Seller's ’s interest as lessor landlord in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "“Leases"”) as described on EXHIBIT C the rent roll attached hereto as Exhibit C and incorporated herein; and (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's ’s rights, if any, in the trade name "Tower Place Festival Shopping Center" “The Market of Wolfcreek” (the "“Trade Name"”), and any telephone numbers assigned to the Trade Name, together with all intangible and to the extent assignable by Seller without the consent of third parties, all other intangible property now or hereafter owned by Seller and used in the ownership or operation of the Premises, Premises including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, records (excluding Seller’s tax returns), sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the saleitems, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premisesall title inspections, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "“Intangibles"”); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in foregoing clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "“Property"”.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy purchase from Seller upon the terms real property described in Exhibit “A” attached hereto including all related easements, rights of way and conditions hereinafter set forth: appurtenances (i) The Realty the “Land”), together with all of Seller’s right, title and interest of Seller in and to any land lying in the bed following improvements, leases, and tangible and intangible personal property described below, all of which collectively shall be referred to as the “Property”: (a) all buildings, parking lots, sidewalks, driveways, and utility equipment now owned by Seller and all other permanent improvements to the Land, including without limitation, the 443 unit apartment complex known as Lakeview Club Apartments (the “Improvements”); (b) all tangible personal property and fixtures of any street kind, if any (opened or proposedthe “Personalty”) adjacent now owned by Seller and attached to or abutting used in connection with the ownership, maintenance, or adjoining such premisesoperation of the Land or the Improvements, together with as more particularly described in Exhibit “B” attached hereto; (c) all rights, privileges, rights of way Seller under leases or other agreements demising space in or providing for the use or occupancy of the Property (the “Leases”) and easements appurtenant all prepaid rents and deposits, security or otherwise (the “Tenant Deposits”) paid to such premisesSeller by tenants under the Leases; and (d) all interests of Seller, to the extent same may be assigned, in any and all of the following items related to the Land, Property Improvements, Leases or Deposits: trade names and trademarks (including, without limitation, all minerals, oil or gas on or under such premises, development rights, air rights, water rights the name “Lakeview Club Apartments”); licenses and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all of the foregoing, the "Real Property"), (ii) all buildings and other improvements located thereon (the "Improvements" and, together with the Real Property, the "Premises"), (iii) all items of tangible personal property owned by Seller and located on the Premises and used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated hereinpermits; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and contracts to the extent assignable by Seller without the consent parties have agreed to assign and assume the same at the time of third parties, all other intangible property owned by Seller closing; warranties and used in the ownership or operation of the Premises, including, without limitation, all plans guaranties and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotion, ownership, maintenance, use, occupancy and operation of the Premises, permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating to the ownership, use or operation of the Premises in the possession of the Seller (collectively, the "Intangibles"); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property"deposits.

Description of Property. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller upon The “Property” shall consist of all of the terms and conditions hereinafter set forthfollowing: a. That certain parcel of land described in Exhibit A attached hereto (i) The Realty together with all right, title and interest of Seller in and to any land lying in the bed of any street (opened or proposed) adjacent to or abutting or adjoining such premises“Land”), together with all rightsof the improvements and fixtures on the Land, privilegesexclusive of improvements and fixtures owned by tenants under the Leases, rights of way and easements appurtenant to such premisesif any, including, without limitation, four (4) buildings containing approximately 143,900 rentable square feet (collectively, the “Building”), and all minerals, oil or gas on or under such premises, development rights, air rights, water rights privileges and any easements, rights of way or other interests in, on, or under any land, highway, alley, street or right of way abutting or adjoining such premises (all easements appurtenant to and for the benefit of the foregoingLand, if any; b. Seller’s interest in and to all assignable contracts, including any parking agreements, utility contracts, equipment leases and maintenance contracts, relating to operation and maintenance of the Building, including without limitation, the "Real contracts listed in Exhibit B attached hereto (“Contracts”); c. Seller’s interest in all assignable governmental permits, licenses, certificates and authorizations relating to the use or operation of the Land (“Permits”); d. Seller’s interest under those leases and/or license agreements affecting the Property"), (ii) all buildings and other improvements located thereon (the "Improvements" andincluding without limitation, those listed in Exhibit C attached hereto, together with all rent, income and all proceeds arising therefrom and security and other deposits made by the Real Propertytenants thereunder (“Leases”); e. Seller’s interest, the "Premises")if any, (iii) in and to all items of tangible personal property owned by Seller and now or hereafter located on the Premises Land, including without limitation: equipment; machinery; furniture; art work; furnishings; office equipment and supplies, excluding cash and deposits, bonds or other security (“Tangible Personal Property”); and f. Seller’s interest, if any, in and to all intangible personal property now or hereafter used exclusively in connection with the ownership or operation of the Premises, described in EXHIBIT B attached hereto and incorporated herein by reference, including, without implied limitation (whether or not listed on EXHIBIT B) all furniture, fixtures, equipment, machines, apparatus, appliances, supplies and personal property of every nature and description and all replacements thereof owned by Seller and located on the Premises and used in connection with the ownership and operation of the Premises (collectively, the "Personal Property"), (iv) Seller's interest as lessor in and to those certain leases, together with any amendments thereto or guaranties thereof (collectively, the "Leases") as described on EXHIBIT C attached hereto and incorporated herein; (v) Seller's interest in all currently effective management agreements, service contracts, equipment leases or maintenance agreements and all other currently effective agreements pertaining to the management or operation of the Premises which are approved by Buyer pursuant to paragraph 6 (a)(xii) of this Contract (the "Contracts") and (vi) Seller's rights, if any, in the trade name "Tower Place Festival Shopping Center" (the "Trade Name"), and any telephone numbers assigned to the Trade Name, and to the extent assignable by Seller without the consent of third parties, all other intangible property owned by Seller and used in the ownership or operation of the Premises, including, without limitation, all plans and specifications, surveys, catalogs, booklets, manuals, tenant files, logs, sales brochures and materials, leasing brochures and materials, advertising materials and other similar items with respect to the sale, management, leasing, promotionoperation, ownership, maintenance, usemanagement, or occupancy and operation of the PremisesLand (to the extent assignable); the plans and specifications for the Building (to the extent assignable); warranties, indemnities, applications, governmental permits, licenses, approvals, guarantees, warranties, contracts, lease agreements, utility contracts or other rights relating certificates and licenses (to the ownershipextent applicable in any way to the Land or the Tangible Personal Property and assignable); and insurance proceeds and condemnation awards or claims thereto to the extent required to be assigned to Buyer hereunder, use or operation excluding computer software and all confidential and proprietary information and intellectual property of the Premises in the possession of the Seller (collectively, the "Intangibles"“Intangible Personal Property”); provided, however, Seller may retain copies of any record or file for the purpose of filing tax returns, making distributions to its partners or winding down its business or for any other purposes. All items referred to in clauses (i), (ii), (iii), (iv) and (v) are herein sometimes collectively referred to as the "Property".