Common use of Conditions Precedent to Closing Clause in Contracts

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 8.01. The obligations of Buyer pursuant Highwoods to this Agreement shall, at purchase the option of Buyer, Property from Owner and meet its other obligations hereunder shall be subject to the following conditions precedent, any of which may be waived by Highwoods in writing at the Closing: 5.1.1 (a) All of the representations, representations and warranties and agreements of Seller set forth in this Agreement Owner made herein shall be true and correct in all material respects as of the Closing ("actual knowledge" or the "best knowledge" of Owner as set forth in said representations and warranties, for the purposes of this subparagraph 8.01 only, shall be deemed to include knowledge acquired by Owner subsequent to the date hereof and prior to Closing). (b) Owner's obligations with respect to the Property as set forth herein shall have been performed. (c) Title to the Property must be insurable in accordance with the Title Commitment, with no exceptions to title other than the Permitted Exceptions, and Highwoods must be able to obtain a title insurance policy from the Title Company in accordance with such Title Insurance Commitment with payment of only standard title insurance premiums. (d) The Property must be in the same condition as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms date of this Agreement, ordinary wear and tear excepted, and subject to the specific provisions set forth herein related to condemnation and casualty. 5.1.2 There (e) Owner shall be no change have delivered to Highwoods tenant estoppel certificates in the matters reflected form attached hereto as EXHIBIT H (or in the Title Reportform attached to any Lease and made a part thereof, and there shall provided such form has been approved by Highwoods) dated not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least more than thirty (30) days prior to Close Closing from tenants occupying 80% of Escrow, effective as the net rentable space in the Building. Owner agrees to send estoppel certificates to all tenants of Close of Escrow, the management agreement affecting the Property shall and request that the same be terminated by Seller, completed and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice returned to Owner for delivery to Highwoods. If Highwoods has not received satisfactory estoppel certificates from Buyer tenants occupying at least thirty (30) days prior to Close of Escrow, effective as 80% of the Close of Escrownet rentable space in the Buildings on or before Closing, all then Highwoods may terminate this Agreement, but except for such termination, Highwoods shall have no further remedy against Owner for the failure of the Contracts (including condition precedent set forth in this Subsection 8.01(e). If Highwoods does not so terminate this Agreement, then the Service Contractscondition precedent set forth in this Subsection 8.01(e) shall be terminated by Sellerdeemed waived and of no further force or effect. (f) All management fees due any property manager of the Property, and leasing commissions due arising out of any and all termination fees incurred as a result thereof leases of the Property (even if such commissions are due over time after the Closing) shall be the sole obligation of Sellerpaid in full by Owner at Closing. 5.1.5 The Existing Lender (g) No Tenant of 5% or more of the leasable space in any Building shall have consented to the assumption become a debtor in a proceeding under Title 11 of the Existing Loan by BuyerUnited States Bankruptcy Code or, the subject of any other insolvency proceeding, including state receivership proceedings or a proceeding for the assignment for the benefit of creditors under any state law. (h) Highwoods shall have received a fully-executed, full service lease between Seller and Branch Banking and Trust Co. on terms acceptable to BuyerHighwoods, Buyer including without limitation, a new minimum lease term of five (5) years (the "BB&T Lease"). Highwoods shall have four seven (47) business days after receiving to review and approve or disapprove the approved assumption from the Existing Lender, stating all provisions of the terms upon which Buyer shall have the right BB&T Lease. If Highwoods has not objected to assume the Existing Loan, in which to terminate this Agreement if the terms any provision of the assumption are not acceptable BB&T Lease within seven (7) days after delivery thereof to BuyerHighwoods, then in such event Highwoods shall be deemed to have approved the BB&T Lease. 5.1.6 Archon Financial shall have agreed that (i) Buyer Highwoods Investment Committee shall have approved this transaction, with said approval to have been given prior to the right to obtain end of the Replacement FinancingInspection Period. In the event any of the aforesaid conditions precedent are not fulfilled, on terms acceptable to BuyerHighwoods may only (i) terminate its obligations hereunder, and (ii) waive any such failure and close in accordance with the Replacement Financing Loan Fees terms hereof, or (iii) require Owner to use its best efforts to perform its obligations as elsewhere set forth herein and as limited by other provisions of this Agreement. 8.02. The obligations of Owner under this Agreement are subject to the satisfaction of each of the following conditions on or before the Closing Date, any of which may be waived by Owner, and Highwoods agrees to cause the conditions described in clauses (a) and (b) below to be so satisfied: (a) all the terms, covenants, and conditions of this Agreement to be complied with and performed by Highwoods on or before the Closing Date shall have been duly complied with and performed in all respect; (b) the representations and warranties of Highwoods contained in this Agreement shall be credited (on a dollar-for-dollar basis)true and correct in all respects at and as of the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date, except for any changes which have been disclosed to Owner in writing and expressly approved or waived by Owner in writing; and

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 10.1.1 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.2 Seller shall have obtained and delivered to Buyer estoppel certificates, substantially in the form attached hereto as Exhibit D, in accordance with their respective Leases, from the following tenants (collectively, the “Required Tenants”): (i) Boehringer Ingelheim Pharmaceuticals, Inc., (ii) Praxair, inc. and (iii) Honeywell International, Inc. An estoppel certificate from a Required Tenant shall be deemed to satisfy this condition precedent unless it discloses material adverse matters inconsistent with the applicable Lease. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate from a Required Tenant of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate from a Required Tenant because of a material adverse matter disclosed therein that is inconsistent with such Required Tenant’s Lease, and Seller is unable to obtain a reasonably acceptable estoppel certificate from such Required Tenant prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer the Closing, this Agreement shall, at least thirty (30) days prior to Close of EscrowBuyer’s option, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyerterminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have four (4) business days after receiving any further obligation to the approved assumption other except Buyer’s indemnification obligations under Paragraph 5. Seller shall request the Required Tenants and each tenant of the Property to execute an estoppel certificate and shall use commercially reasonable efforts to obtain an estoppel certificate from the Existing Lender, stating all Required Tenants and the other tenants of the terms upon which Property; provided, however, the failure to obtain any estoppel certificate from tenants other than the Required Tenants shall not entitle Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if Agreement. If Buyer notifies Seller of a failure to satisfy the terms conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer’s notices agree to satisfy the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition within such five day period and such condition is not waived by Buyer, this Agreement shall be credited (on a dollar-for-dollar basis)canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowclosing, effective as of Close of Escrowclosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerthereto. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan 9.5. If any such condition is not fully satisfied by Buyer, on terms acceptable to Buyerclosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, stating all upon return of the terms upon which Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerany continuing obligations hereunder. 5.1.6 Archon Financial shall have agreed that 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of Buyer’s Notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. If Buyer’s acquisition of the Property is part of a dollartax-for-dollar basis)deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller’s cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, following conditions shall exist at the option time of BuyerClosing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the following conditions precedentsatisfaction (or written waiver by Purchaser) of each such condition: 5.1.1 All A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from at least eighty percent (80%) of the representationstenants under the Retail Leases. The Tenant Estoppel will be substantially in a form reasonably acceptable to Seller, Purchaser, and Purchaser’s Lender, dated not more than forty-five (45) and not less than fifteen (15) days before the Closing (hereinafter defined). B. If required by any lender providing financing for Purchaser’s acquisition of the Property, Seller shall have delivered to Purchaser duly executed originals of subordination, non-disturbance and attornment agreements (the “SNDA Agreements”) from any Tenant that has recorded a Memorandum of Lease that encumbers the Property in the form to be approved by Seller and Purchaser during the Feasibility Period and from any Tenant that the Purchaser’s lender requests which by the terms of the Lease is not already self-subordinating; provided, however, that if a form of SNDA Agreement is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser. Seller shall deliver all of the SNDA Agreements without modification prior to Closing. C. The Improvements shall not have been damaged by fire or other casualty. D. The Leases shall be in full force and effect. Each tenant under the Leases shall be in compliance with the terms and conditions of the Leases. Neither Seller (as landlord) nor any Tenant shall be in default in the performance of any of their respective obligations under the Leases. E. No litigation, injunction, condemnation, rezoning or other action or proceeding shall be pending against the Property. F. Each of the representations and warranties and agreements of made by Seller set forth in this Agreement herein shall be true and correct in all material respects on the date of Closing. G. Title to the Property shall not have changed from the condition which existed on the Effective Date. H. Seller shall have performed, or Purchaser shall have waived in writing, each and every obligation and covenant of Seller to be performed by it pursuant to this Agreement. I. Except for the amounts payable by Purchaser in accordance with Section 9.1, Seller shall have paid, and provided satisfactory evidence of such payment to Purchaser, all hard and soft costs payable in connection with full completion of the Retail Condominium improvements and the Residential Condominium improvements, including, without limitation, completion of all common areas associated therewith, in accordance with the plans approved by Purchaser. Such obligation shall include the payment of any retainages held by Seller. If any one or more of conditions set forth above are not satisfied as of the date hereof specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and as make full Closing under this Agreement without any adjustment in the Purchase Price, or (b) terminate this Agreement and obtain a refund of Close of Escrowits Deposit, whereupon Seller and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There Purchaser shall be no change in thereupon released from all further liability or obligation under the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer Agreement. Purchaser shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms waive some or all of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed foregoing conditions as determined in its sole and absolute discretion; provided, however, that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees no such waiver shall be credited (effective or binding on a dollar-for-dollar basis)Purchaser unless it is in writing and executed by Purchaser.

Conditions Precedent to Closing. 5.1 The Each of Assignor’s and Assignee’s obligations of Buyer pursuant to under this Agreement shall, at the option of Buyer, be subject is conditioned upon Landlord’s consent to the Assignment on the terms and conditions of this Agreement. If such consent is not given by the date that is 45 days following conditions precedent:the date of this Agreement, either party may cancel this Agreement upon 15 days written notice to the other; provided, however such cancellation shall not be effective if consent is obtained from Landlord prior to the expiration of such 15-day period. 5.1.1 All (a) Assignor’s obligations under this Agreement are further conditioned upon Xxxxxxxx’s execution and delivery of a release of Assignor from all obligations and liabilities arising or accruing under the Lease from and after the Closing Date. ​ ​ ​ (b) Assignee’s obligations under this Agreement are further conditioned upon (i) delivery of the representations, warranties and agreements of Seller set forth Leased Premises by Assignor on the Closing Date in this Agreement shall be true and correct in all material respects substantially the same condition existing as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, reasonable wear and tear excepted, and there shall broom clean and free of Assignor’s personal property not exist any encumbrance or title defect affecting being conveyed to Assignee on the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to BuyerClosing Date, and (ii) removal of Assignor’s identity signage in the Replacement Financing Loan Fees interior front hallway of the Leased Premises (and any other signage located in the Leased Premises) and repair of the area(s) to a neat and clean condition at Assignor’s sole cost and expense. Subject to the terms in this Section 3(b), on the Closing Date, Assignee shall be credited (on a dollaraccept the Leased Premises in its then “as-for-dollar basis)is” condition, with all faults and without any representation or warranty by Assignor.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject In addition to the other conditions set forth in this Agreement, the following shall be conditions precedentprecedent to the parties’ obligation to close hereunder unless waived by the party benefiting from such contingency: 5.1.1 All a. As to each party, all obligations to be performed by the other party hereunder prior to the Closing have been fully performed, and there shall be no uncured event of default or event on the part of such other party that, with the expiration of any grace period permitted by the Agreement, would constitute a default of such party. b. As to each party, all of the representations, representations and warranties and agreements of Seller the other party set forth in this Agreement shall be true and correct in all material respects accurate as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementClosing. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable c. As to Buyer, Buyer has received the requisite percentage of Tenant Estoppels as set forth in Section 2.3.1(b). d. As to Buyer, Buyer has received, or will receive at Closing, an assignment of any Lease Guarantees, including without limitation, any letters of credit, surety bonds or other guarantees or security provided by a tenant under the Leases, in form and substance satisfactory to Buyer as being legally effective to substitute Buyer for Seller as an assured party under such guarantee or security. e. As to Buyer, Buyer has received, or will receive at Closing, a copy of the termination of the Contracts rejected by Buyer pursuant to Section 2.7.1, or other evidence reasonably satisfactory to Buyer that neither the Buyer nor the Property will be obligated under the rejected Contracts subsequent to the Closing Date. f. As to each party, all terms and conditions of Section 1.13(b) of the Deed of Trust shall have four (4) business days after receiving been satisfied, Lender shall have approved in writing the approved assumption from the Existing Lender, stating all transfer of the terms upon which Property to Buyer and the Loan Assumption and Lender shall have fully released and discharged Seller and the right Guarantors from all liabilities and obligations under or with respect to assume the Existing Loan, in which to terminate this Agreement if except for any liabilities and obligations of Seller and the terms Guarantors that expressly survive assignment, transfer or repayment of the assumption are not acceptable Loan (the “Lender Approval”). g. As to Buyer. 5.1.6 Archon Financial , Buyer and Lender shall have agreed that (i) to the New Loan Documents, including loan modifications reasonably required by Buyer shall have in connection with the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)Assumption.

Conditions Precedent to Closing. 5.1 The obligations closing of Buyer pursuant to this Agreement shall, at the option of Buyer, First Lien Exit Facilities will be subject to the following conditions precedent: 5.1.1 All satisfaction of the representations, following: (a) all of the representations and warranties and agreements of Seller set forth in this Agreement the First Lien Exit Facilities Documents shall be true and correct in all material respects (or if qualified by materiality or material adverse effect, in all respects) as of the date hereof and of such extension of credit, or if such representation speaks as of Close an earlier date, as of Escrowsuch earlier date; (b) no default or event of default under the First Lien Exit Facilities shall have occurred and be continuing or would result from such extension of credit; (c) delivery of a customary borrowing notice; (d) all conditions to the Plan Effective Date shall have been satisfied in accordance with the Plan or shall have been waived with the consent of the Required Consenting BrandCo Lenders; and (e) satisfaction of those conditions listed on Annex I hereto. On the Plan Effective Date, the First Lien Exit Facilities shall be funded (or be deemed to have been funded) in full. Voting/Required First Lien Term Lenders Customary and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms appropriate for exit facilities of this Agreementtype consistent with First Lien Documentation Principles. First Lien Term Lenders holding more than 50% of the outstanding principal amount of the First Lien Exit Term Loans are referred to herein as the “Required First Lien Term Lenders. 5.1.2 There ” Fees and Expenses & Indemnification Customary and appropriate for facilities of this type consistent with First Lien Documentation Principles. Assignments and Participations Customary and appropriate for facilities of this type (including prohibition on assignments to disqualified lenders); provided that the consent of the Borrower (not to be unreasonably withheld or delayed; Borrower consent shall be no change in deemed given unless it objects by written notice to the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close First Lien Exit Term Loan Agent within 5 business days after receipt of Escrow. 5.1.3 Unless Seller receives written notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contractsthereof) shall be terminated required for assignments other than (a) assignments to another First Lien Term Lender, an affiliate of a First Lien Term Lender or an approved fund or (b) during an event of default. Other Provisions The First Lien Exit Facilities Documents shall include customary provisions regarding increased costs, illegality, tax indemnities, waiver of trial by Seller, jury and any and all termination fees incurred as a result thereof other similar provisions. Governing Law The laws of the State of New York. Counsel to the Initial First Lien Term Lenders Xxxxx Xxxx & Xxxxxxxx LLP The borrowing (or deemed borrowing) under the First Lien Exit Facilities shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented subject to the assumption of following additional conditions precedent, unless waived by the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)Required Consenting BrandCo Lenders:

Conditions Precedent to Closing. 5.1 8.1 The Seller’s conditions precedent The Seller shall not be obliged to perform its obligations at Closing as set forth in Clause 9.2 unless the following conditions precedent are satisfied (or waived by the Seller) not later than at Closing: 1. There shall not have been any material adverse changes in the assets, condition, or prospects of the Buyer since 31 December 2015; 2. The Buyer’s Representations and Warranties and any certificate or other writing delivered pursuant to this Agreement shallqualified as to materiality shall be true and correct in all respects, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement those not so qualified shall be true and correct in all material respects respects, at and as of the date hereof Closing Date as though made on and as of Close the Closing Date (except to the extent such representations and warranties speak as of Escrowan earlier date, in which case such representations and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There warranties shall be no change in the matters reflected in the Title Report, so true and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective correct as of Close of Escrow, such earlier date); 3. The other parties to the management agreement affecting the Property shall be terminated by Seller, ROFR Agreement and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender Voting Agreement shall have consented to the assumption Seller becoming a party to such agreements on the terms contemplated in connection with the Seller’s acceptance of becoming a party to these; 4. No litigation, injunction, order or other similar legal proceeding shall have been instituted against Buyer, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the Existing Loan transaction contemplated by Buyer, on terms acceptable to Buyer, this Agreement; and 5. The Buyer shall have four performed and complied in all material respects with its obligations under this Agreement prior to and at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected. JKM/JKM/1037031 16 MAY 2016 8.2 The Buyer’s conditions precedent The Buyer shall not be obliged to perform its obligations at Closing as set forth in Clause 9.3 unless the following conditions precedent are satisfied (4or waived by the Buyer) business days after receiving not later than at Closing: 1. There shall not have been any material adverse changes in the approved assumption from the Existing Lenderassets, stating all condition, or prospects of the terms upon which Buyer Business since the last statutory accounts date (for the statutory accounts accounting for the Business) or any material change in the ability of the Business to operate on a stand-alone basis after the Closing Date in accordance with the financial and business projections provided by the Seller to the Buyer; 2. The Seller’s Representations and Warranties and any certificate or other writing delivered pursuant to this Agreement qualified as to materiality shall have be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the right Closing Date as though made on and as of the Closing Date (except to assume the Existing Loanextent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be so true and correct as of such earlier date); 3. The Seller shall have executed and delivered a counterpart signature page agreeing to become a party to the ROFR Agreement and Voting Agreement; 4. The Seller shall have executed and delivered the Adoption Agreement; 5. The Seller shall have executed and delivered the Observer Agreement; 6. Each director and officer of the Subsidiaries shall have delivered their written resignations effective as of the Closing Date; 7. The Seller shall have delisted the Seller’s capital stock from the Oslo Axxes (Oslo Stock Exchange) and terminated its registration under applicable Law; 8. The Seller shall have obtained and delivered to Buyer the Required Consents; 9. The Seller has documented that the transaction contemplated by this Agreement has been duly and finally approved by the shareholders of the Seller at an extraordinary general meeting (EGM) by equivalent action with the required majority; 10. The Seller has documented prior to or at the time of Signing that the majority shareholder of the Seller, Sorana A/S, has in writing committed to vote in favour of this Agreement in a general meeting of the Seller to be held between Signing and Closing; 11. No litigation, injunction, order or other similar legal proceeding shall have been instituted against Seller, which litigation, injunction, order or proceeding is reasonably likely to restrain in any material adverse way or prohibit the consummation of the transaction contemplated by this Agreement; and JKM/JKM/1037031 17 MAY 2016 12. The Seller shall have performed and complied in all material respects with its obligations under this Agreement, including without limitation the obligations set forth in Clause 13.1, prior to and at Closing so that the transaction contemplated by this Agreement is not in any material respect adversely affected. 8.3 The Parties shall use their best efforts and act in good faith to ensure that the conditions precedent set forth in Clauses 8.1 and 8.2 are satisfied not later than on 15 July 2016 or, failing to meet the said date, as soon as possible thereafter. 8.4 The Buyer shall expedite the filing of all required notifications to any competition authorities. To this end the Parties and their legal advisers shall work together and shall without undue delay share all information relevant for the notification procedures, including any and all filings and correspondence with the competition authorities, unless the sharing of such information is contrary to applicable Law, in which case such information shall only be shared on an external counsel-to-counsel basis, to the extent legally permissible. 8.5 If any of the conditions precedent set forth in Clauses 8.1 and/or 8.2 is not satisfied and is not capable of being satisfied as part of Closing (and such condition precedent is not waived by the Party who may waive the condition precedent) on 31 August 2016 at the latest, or on such other date as the Parties may subsequently agree upon, the Seller and/or the Buyer, as applicable (depending upon which of the Parties that may waive the condition precedent), may not later than on the tenth (10th) Business Day after that date terminate this Agreement with immediate effect by written notice to the other Party, failing which notice this Agreement shall be consummated as contemplated herein, unless prohibited by law. Notwithstanding the above, a Party may not rely on the failure of any condition precedent to be satisfied as grounds for terminating this Agreement if the terms such failure is caused by such Party’s breach of its obligation to use its best efforts or to act in good faith to ensure that such condition precedent is satisfied. 8.6 In case of termination of this Agreement as set forth in Clause 8.5 neither of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial Parties shall have agreed that any liability towards the other unless the reason why the condition(s) precedent was (iwere) Buyer shall have not satisfied is a consequence of any of the right Parties being in breach of any of its obligations under this Agreement, including a breach of any of its representations and warranties given in this Agreement. For clarity and the avoidance of doubt, the Seller’s obligation to obtain and deliver the Replacement FinancingRequired Consents as set out in Clause 8.2.8 is a commercially reasonable effort obligation as described in Clause 4.2.1. In case of any termination of this Agreement caused by a Party being in breach of any of its obligations under this Agreement, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees other Party shall be credited (on entitled to exercise any remedy available according to this Agreement. JKM/JKM/1037031 18 MAY 2016 8.7 Each of the Parties undertakes as soon as reasonable practicable to disclose in writing to the other any circumstance or fact that will or is reasonably likely to prevent any of the conditions precedent from being satisfied upon becoming aware of such circumstance or fact. Moreover, each of the Parties undertakes to inform the other in writing as soon as reasonable practicable when such Party has become aware that a dollar-for-dollar basis)condition precedent has been satisfied.

Conditions Precedent to Closing. 5.1 The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing or by the occurrence of Closing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earnxxx Xxxey shall be returned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer pursuant to and Seller hereunder (except provisions of this Agreement shall, at the option agreement which recite that they survive termination) shall terminate and be of Buyer, be subject to the following conditions precedent:no further force or effect. 5.1.1 (a) All of the representations, Seller's representations and warranties and agreements of Seller set forth contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date. (b) The physical condition of the Property shall be substantially the same on the Closing Date as on the date hereof of Buyer's execution of this Agreement, except for reasonable wear and as tear and loss by casualty (subject to the provisions of Close Paragraph 13, below), condemnation and repairs, replacements and improvements made with Buyer's written approval or those required by any Lease. (c) As of Escrowthe Closing Date, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the Due Diligence Period and no proceedings shall be pending or threatened which could or would cause the redesignation or other modification of the zoning classification of the Property. (d) Seller shall not have on terminate at or prior to Close the Closing Date, at no cost or expense to Buyer, any and all Service Contracts or other agreements affecting the Property that are not Assumed Contracts. (e) Seller shall have substantially complied with all of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of duties and obligations contained in this Agreement. 5.1.2 (f) There shall be have been no change material adverse change, in the matters reflected in Preliminary Documents reviewed and approved by Buyer during the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of EscrowDue Diligence Period. 5.1.3 Unless (g) Seller receives notice from shall have delivered to Buyer at least tenant certificates ("Tenant Certificates") within thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all Closing Date in a form substantially similar to Exhibit "L" attached hereto from tenants under Leases accounting for eighty percent (80%) of the Contracts (including gross revenue being currently generated by the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of SellerProperty. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer Purchaser pursuant to this Agreement Contract shall, at the option of BuyerPurchaser, be subject to the following conditions precedent: 5.1.1 A. All of the representations, warranties and agreements of Seller set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of Close the date of Escrowclosing, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementContract. 5.1.2 B. There shall be no change in the matters reflected in the Title ReportCommitment, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report Commitment except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior C. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be not shown on the sole obligation of SellerSurvey. 5.1.4 Unless D. Purchaser shall have received executed originals or copies, certified by Seller receives notice from Buyer at least thirty (30) days prior as being true and correct, of all Leases and Permits, including all warranties, licenses and permits in Seller's possession relating to Close of Escrow, effective as of the Close of EscrowProperty, all of which shall, at Purchaser's option, be assigned to Purchaser or its designee at closing. E. Seller shall have operated the Contracts (including Property from and after the Service Contracts) date hereof in substantially the same manner as prior thereto. F. Seller shall have delivered to Purchaser an estoppel letter from each Tenant not affiliated with Purchaser, which letter shall be terminated by Seller, in form and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented substance substantially identical to the assumption estoppel letter attached hereto as Exhibit J and, in addition, a letter from Seller addressed to each such Tenant --------- informing such Tenant of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all change in ownership of the Property. In the event that any estoppel letter reveals a material default in any lease or does not confirm that the lease terms upon which Buyer are substantially the same as represented in the rent roll provided to Purchaser, Purchaser shall have the right to assume terminate this Contract. For purposes of this subparagraph H, the Existing Loanterm "substantially the ----------------- same" shall mean that there is no material variance in lease terms from those ---- set forth in the rent roll delivered by Seller pursuant to Article III hereof. Notwithstanding the foregoing, if Purchaser has the right to terminate by virtue of the terms of this section, Seller may provide an indemnification to Purchaser, which indemnification must be in form and content and from an indemnitor reasonably satisfactory to Purchaser, for any amounts that may be lost by virtue of the variance in lease terms, in which case Purchaser's right to terminate shall be void and of no effect. Purchaser agrees that US West Real Estate, Inc., a Colorado corporation, is a satisfactory indemnitor. G. Seller shall have delivered to Purchaser a current Non-Residential Use Permit for Building 6 and for Building 15 and a current Non-Residential Use Permit for the space occupied by each tenant at Building 6 or Building 15, as applicable. H. Seller shall have recorded that certain Amendment No. 1 to Amended and Restated Declaration of Protective Covenants and Restrictions for Dulles Corner now in escrow at Chicago Title Company. I. The parties shall have entered into a mutually acceptable agreement regarding operation of the fitness club incorporating and elaborating on the items set forth in Exhibit O attached hereto. --------- If any such condition is not fully satisfied by closing, Purchaser may terminate this Contract by written notice to Seller whereupon this Contract may be cancelled, the Deposit shall be paid to Purchaser and, thereafter, neither Seller nor Purchaser shall have any continuing obligations hereunder. Notwithstanding anything to the contrary contained in this Article VIII, if Purchaser notifies Seller that Purchaser elects to terminate this Agreement if Contract on account of a failure to satisfy the terms of conditions precedent set forth in this Article VIII, Seller may, by written notice to Purchaser given on or before the assumption are not acceptable closing date, agree to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have satisfy the right to obtain the Replacement Financing, on terms acceptable to Buyercondition, and (ii) Purchaser shall thereupon be obligated to close the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)transaction, provided such cure is effectuated prior to the date of closing.

Conditions Precedent to Closing. 5.1 The obligations 3.01. Purchaser’s obligation to close the acquisition of Buyer the Property pursuant to this Agreement shall, at the option of Buyer, shall be subject to conditioned on the following conditions precedent:(collectively, the “Purchaser Closing Conditions”): 5.1.1 (a) No material adverse change in the condition of the Property shall have occurred since the Effective Date. (b) All of the representations, warranties Seller’s covenants and agreements of Seller set forth obligations contained in this Agreement shall have been performed by Seller in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and at Closing. (c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the Xxxxx Acquisition Property, which insures good and marketable fee simple title to the Xxxxx Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof. (d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby. (e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of Close the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of Escrowthe Property, and Seller shall not have on caused any such tenants or prior parties in possession to Close of Escrowvacate the Property, failed to meet, comply with or perform in any material respect any conditions or agreements on all at Seller's part as required by the terms of this Agreement’s sole cost and expense. 5.1.2 There (h) The Xxxxx Acquisition Land shall be no change in have been legally subdivided from the matters reflected in remainder of the Title ReportOriginal Xxxxx Land (including the recording of a major or minor subdivision plat, and there shall not exist any encumbrance or title defect affecting as applicable) such that the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred Xxxxx Acquisition Land exists as a result thereof distinct and legal tax parcel (the “Subdivision”). Purchaser, at Purchaser’s expense, shall be pursue the sole Subdivision. Seller shall cooperate with Purchaser’s efforts to secure the Subdivision. If any of the above conditions precedent to Purchaser’s obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective close has not been satisfied as of the Close of Escrow, all Closing or as of the Contracts applicable due dates noted in such condition, Purchaser may (including the Service Contractsi) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms by written notice to Seller and receive a full refund of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial Xxxxxxx Money, whereby Purchaser shall have agreed that no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) extend the Closing or due date of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, if Purchaser requests, in its sole discretion, Seller and Purchaser shall enter into an amendment to this Agreement to evidence the extension), or (iii) waive the condition, in whole or in part, and consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and at the end of such extended period of time, the applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items (i) Buyer shall have or (iii) in the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)immediately preceding sentence.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shallAgreement, at the option of Buyer, be Purchaser’s obligation to close hereunder is subject to each and all of the following conditions precedent: 5.1.1 A. All of the representations, Sellers’ representations and warranties and agreements of Seller set forth contained in this Agreement shall be true and correct in all material respects when made and also as of the date hereof Closing Date when remade. B. All documents, instruments and as assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Close Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner’s title insurance policies (each, a “Title Policy” and collectively, the “Title Policies”) insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of Escrowthe Purchase Price allocated to such Property on Schedule I, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Paragraph 12.1. In the event this Agreement is terminated pursuant to Paragraph 7.3, Purchaser and Seller shall not have on or prior to Close each bear one half (1/2) the cost of Escrow, failed to meet, comply any cancellation fees charged by Escrowee in connection with or perform in any material respect any conditions or agreements on Seller's part as required by the terms issuance of commitments for the Title Policies. The immediately preceding sentence shall survive the termination of this Agreement. 5.1.2 There 6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall be no change true and correct in the matters reflected in the Title Report, all material respects when made and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective also as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of SellerClosing Date when remade. 5.1.5 The Existing Lender B. All documents, instruments and assurances required hereunder to be delivered to Sellers shall have consented been duly delivered to the assumption Sellers. C. All material covenants and agreements of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer Purchaser under this Agreement shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerbeen duly performed and satisfied. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations 3.01. Purchaser’s obligation to close the acquisition of Buyer the Property pursuant to this Agreement shall, at the option of Buyer, shall be subject to conditioned on the following conditions precedent:(collectively, the “Purchaser Closing Conditions”): 5.1.1 (a) No material adverse change in the condition of the Property shall have occurred since the Effective Date. (b) All of the representations, warranties Seller’s covenants and agreements of Seller set forth obligations contained in this Agreement shall have been performed by Seller in all material respects as of Closing. All of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and at Closing. (c) The Title Company shall be irrevocably committed to issue an owner’s title insurance policy in form and substance satisfactory to Purchaser for the Xxxxx Acquisition Property, which insures good and marketable fee simple title to the Xxxxx Acquisition Property, subject only to those exceptions permitted pursuant to Section 2 hereof. (d) Purchaser shall have obtained all authority and approvals necessary for Purchaser, including, without limitation, all regulatory and board approvals and governmental determinations, to undertake the obligations contained herein and to consummate the Closing contemplated hereby. (e) No later than three (3) Business Days prior to Closing, Purchaser and Escrow Agent shall have received evidence of all required consents and approvals, if any, by Seller to the transaction contemplated herein. (f) Seller shall have provided payment (either prior to Closing or as a disbursement on the Closing Statement out of Close the Purchase Price payable to Seller) for all Monetary Liens so that the same may be satisfied and released at or prior to Closing. (g) If Purchaser so elects, and in the manner Purchaser elects, the Seller, at Seller’s sole cost and expense, shall have released (or caused to be released) the Property from any license agreements, franchise agreements, management agreements, tri-party agreements, licenses, leases, service contracts, equipment leases, supply agreements, vendor contracts, any other contracts for services or goods provided to or encumbering the Property, and any other agreements (collectively, the “Property Contracts”) that would interfere with Purchaser’s intended use of Escrowthe Property. (h) Seller shall have terminated any and all leases or other occupancy agreements permitting any third party to occupy all or any portion of the Property, and Seller shall not have on caused any such tenants or prior parties in possession to Close of Escrowvacate the Property, failed to meet, comply with or perform in any material respect any conditions or agreements on all at Seller's part as required by the terms of this Agreement’s sole cost and expense. 5.1.2 There (i) The Xxxxx Acquisition Land shall be no change in have been legally subdivided from the matters reflected in remainder of the Title ReportOriginal Xxxxx Land (including the recording of a major or minor subdivision plat, and there shall not exist any encumbrance or title defect affecting as applicable) such that the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred Xxxxx Acquisition Land exists as a result thereof distinct and legal tax parcel (the “Subdivision”). Purchaser, at Purchaser’s expense, shall be pursue the sole Subdivision. Seller shall cooperate with Xxxxx’s efforts to secure the Subdivision. If any of the above conditions precedent to Purchaser’s obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective close has not been satisfied as of the Close of Escrow, all Closing or as of the Contracts applicable due dates noted in such condition, Purchaser may (including the Service Contractsi) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms by written notice to Seller and receive a full refund of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial Xxxxxxx Money, whereby Purchaser shall have agreed that no further obligations or liabilities under this Agreement, except as expressly set forth herein, (ii) extend the Closing or due date of the performance of the applicable condition by written notice to Seller for a reasonable period of time to allow for the satisfaction of the condition (and, if Purchaser requests, in its sole discretion, Seller and Purchaser shall enter into an amendment to this Agreement to evidence the extension), or (iii) waive the condition, in whole or in part, and consummate the Closing contemplated hereby. If the Purchaser elects to extend the Closing or due date for performance, and at the end of such extended period of time, the applicable condition still has not been satisfied, Purchaser may elect to exercise the remedies set forth in items (i) Buyer shall have or (iii) in the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)immediately preceding sentence.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant Purchaser's obligation to this Agreement shall, at consummate the option of Buyer, be Closing is subject to the following conditions precedent: 5.1.1 All satisfaction of all of the representations, warranties and agreements of Seller conditions set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms Section 9 of this Agreement. 5.1.2 There . Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be no change effective only if made in writing. If Purchaser consummates the matters reflected in Closing notwithstanding that Sellers have not complied with one or more of the Title Reportconditions precedent, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property Purchaser shall be terminated by Seller, deemed to have elected to waive its rights and any and all termination fees incurred as a result thereof shall be remedies against Sellers in respect to such matters. Each of the sole following are conditions precedent (the "Conditions Precedent") to the obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior Purchaser to Close of Escrowcomplete the Closing and purchase the Partnership Interests. If any Condition Precedent is not satisfied on the Closing Date, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer Purchaser shall have the right to assume terminate this Agreement and receive a return of the Existing LoanXxxxxxx Money, and shall have all remedies pursuant to Section 10 hereof. 9.1 Sellers shall not have received any notice that the Improvements are in violation of any applicable local, state or federal laws in any respect that has not been cured prior to the Closing Date. 9.2 Each and every representation and warranty of Sellers is materially true and correct as of the Effective Date and the Closing Date. 9.3 As of the Closing Date, Sellers shall not be in material default under this Agreement. 9.4 The risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser written notice of any damage to the Property, describing such damage, whether such damage is covered by insurance and the estimated cost of repairing such damage. If such damage is not Material (as defined herein), at the Closing Sellers shall deliver to Purchaser an amount, as reasonably determined by Sellers, equal to (x) the proceeds paid to Owner by Owner's insurer, plus (y) the amount of any deductibles, plus (z) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (x) and (y). If such proceeds have not then been paid to Owner, at the Closing, Sellers shall give Purchaser a credit against the Purchase Price in an amount, as reasonably determined by Sellers, equal to (a) the proceeds to be paid to Owner by Owner's insurer, plus (b) the amount of any deductibles, plus (c) the difference between the actual cost to restore the Property and the aggregate amount described in the immediately preceding clauses (a) and (b). If such damage is Material (as defined herein), Purchaser may elect by notice to Sellers given within ten (10) days after Purchaser is notified of such damage (and the Closing shall be extended, if necessary, to give Purchaser such ten (10) day period to respond to such notice) to either (a) proceed in the same manner as in the case of damage that is not Material or (b) terminate this Agreement, in which event the Xxxxxxx Money shall be immediately returned to Purchaser. In the event that Purchaser does not timely notify Seller of its election as set forth in the immediately preceding sentence, Purchaser shall be deemed to have elected the preceding clause (b). Damage as to any one or multiple occurrences shall be defined as "Material" if the cost to repair the damage exceeds $750,000.00. 9.5 The risk of loss until the Closing shall be borne by Sellers. Sellers shall promptly give Purchaser any notice that it receives of any eminent domain proceedings that are threatened or instituted with respect to the Property from governmental authorities having jurisdiction over the Property and having the power of eminent domain with respect to the Property. By notice to Seller given within ten (10) days after Purchaser receives any such notice described in the immediately preceding sentence, and if necessary, the Closing Date shall be extended to give Purchaser the full ten (10) day period to make such election, Purchaser shall (a) in the event and only in the event that the eminent domain proceedings described in the applicable notice would result in a Material Condemnation (as defined herein), have the option to terminate this Agreement if Agreement, in which event the terms Xxxxxxx Money shall be immediately returned to Purchaser or (b) proceed under this Agreement, in which event at the Closing, Sellers shall turn over to Purchaser any award it has received with respect to such taking and shall assign to Purchaser its right to any award. The term "Material Condemnation" shall mean the occurrence of any one of the assumption are following: (a) a condemnation or taking of all or substantially all of the Property by any governmental authority having jurisdiction over the Property, (b) any or all of the material improvements at the Property are, or any portion of any material improvement at the Property is (and such portion is material to the current use and occupancy of the Property as an apartment project), condemned or taken by any governmental authority having jurisdiction over the Property, (c) any easement, or any portion of any easement (and such easement or portion of such easement is material to the current use and occupancy of the Property as an apartment project), located on or otherwise benefiting the Property is condemned or taken by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is adversely affected, (d) access to or from the Property is impaired in any manner whatsoever as a result of any condemnation or taking by any governmental authority having jurisdiction over the Property, (e) as a consequence of any condemnation or taking by any governmental authority having jurisdiction over the Property, the property so condemned or taken results in the Property not acceptable to Buyercomplying in all respects with all requirements of all governmental authorities having jurisdiction over the Property, including, without limitation, all zoning laws, rules and regulations governing the Property, or (f) any other condemnation or taking by any governmental authority having jurisdiction over the Property as a result of which the current use and occupancy of the Property as an apartment project is materially adversely affected. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of EscrowClosing, effective as of Close of EscrowClosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as thereto. 9.5. If any of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated conditions set forth in this Section 9 is not fully satisfied by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to BuyerClosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement will be canceled, stating all and upon return of the terms upon which Due Diligence Items, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to assume the Existing Loan, in which to terminate this Agreement if the terms satisfy any of the assumption are not acceptable conditions precedent set forth in this Section 9, Seller may, within five (5) days of receipt of Buyer's notice agree to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. If Buyer's acquisition of the Property is part of a tax-deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Chicago Deferred Exchange Corporation (on a dollar-for-dollar basisAccommodator). Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shallAgreement, at the option of Buyer, be Purchaser’s obligation to close hereunder is subject to each and all of the following conditions precedent: 5.1.1 A. All of the representations, Sellers’ representations and warranties and agreements of Seller set forth contained in this Agreement shall be true and correct in all material respects when made and also as of the date hereof Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Sellers under this Agreement shall have been duly performed and satisfied. D. At Closing, either Fidelity National Title Insurance Company or First American Title Insurance Company (each or together, as the context requires, in its capacity as title insurance company hereunder, the “Title Company”) will be committed to deliver to Purchaser one or more ALTA owner’s extended coverage title insurance policies (and, in the case of Close Properties in Texas, a standard form of EscrowOwner’s Policy of Title Insurance as prescribed by the Texas State Board of Insurance), insuring title to each Property subject only to the Permitted Exceptions, in an amount not less than the portion of the Purchase Price allocated to such Property set forth on Schedule I (each, a “Title Policy” and collectively, the “Title Policies”), provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Title Company, and Seller (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1 (not including any such amounts to be paid by Sellers hereunder). In the event this Agreement is terminated due to the failure of a condition to Closing other than a default hereunder by Purchaser or Seller, Purchaser and Sellers shall not have on each bear one-half (1/2) of the cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, respectively, and in the event this Agreement is terminated pursuant to a default hereunder by Purchaser or prior to Close Seller, the defaulting party shall pay all of Escrowthe cost of any cancellation fees charged by Title Company and Escrowee in connection with the issuance of commitments for the Title Policies and escrow services, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by respectively. The immediately preceding sentence shall survive the terms termination of this Agreement. 5.1.2 There (i) Albertsons Companies, LLC, a Delaware limited liability company, or (ii) upon a conversion of Albertsons Companies LLC into a corporation, that corporation, or (iii) upon a merger of Albertsons Companies LLC into a corporation, that surviving corporation (any of the foregoing, “Guarantor”), as guarantor under each lease, shall satisfy one of the following conditions: (a) a corporate family credit rating of not less than “B2” from Xxxxx’x Investors Service, Inc. or (b) a credit rating of not less than “B” from Standard and Poor’s Ratings Group. Without limiting anything contained in Section 5.2, in the event any of the foregoing conditions in this Section 6.1 are not satisfied (other than by reason of a default hereunder by Purchaser) and the Closing does not occur, (a) Purchaser may terminate this Agreement, (b) Sellers shall cause Escrowee to refund immediately the Xxxxxxx Money Deposit to Purchaser, and (c) Purchaser shall be no change in the matters reflected in the Title Report, entitled to reimbursement from Sellers for all Purchaser’s Costs and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty Expenses within two (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (42) business days after receiving the approved assumption from the Existing Lenderwritten request therefor by Purchaser, stating together with invoices and other documentation evidencing same as may be reasonably requested by Sellers This paragraph shall survive termination of this Agreement. 6.2 In addition to any other conditions to Sellers’ obligation to close set forth in this Agreement, Sellers’ obligation to close hereunder is subject to each and all of the terms upon which Buyer following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall be true and correct in all material respects when made and also as of the Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Sellers shall have the right been duly delivered to assume the Existing Loan, in which to terminate Sellers. C. All material covenants and agreements of Purchaser under this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, been duly performed and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)satisfied.

Conditions Precedent to Closing. 5.1 The obligations obligation of Buyer pursuant to this Agreement shall, at purchase the option of Buyer, be Property from Seller is subject to the satisfaction on or before the Closing of the following conditions precedent:conditions, which may be waived in whole or in part by Buyer, but only in writing at or prior to Closing or by closing in the absence of any such writing. 5.1.1 (a) All of the representationsSeller's obligations hereunder shall have been performed with regard to the Property; (b) Seller must have good and marketable fee simple title to the Property, warranties free and agreements clear of Seller all liens, encumbrances, covenants and conditions, save and except those Permitted Exceptions listed in Section 4 hereof which have been approved by Buyer as set forth below, and no Building or other improvement on the Property shall encroach upon any land adjoining the Property. As set forth above, prior to Closing, Buyer must have approved of those exceptions set forth in Section 4. In the event Buyer makes objection to the legal status of the title to the Property prior to Closing, then the Seller shall have a reasonable time, not exceeding sixty (60) days, to cure such objection, yet Seller shall have no obligation to cure any objection. If the Seller fails to cure such objection to title within sixty (60) days, then the Buyer may elect: (i) to proceed with the Closing pursuant to the terms of this Agreement, or (ii) to terminate its obligation to purchase the Property. In the event Buyer fails to notify Seller of its objections to the title to the Property prior to Closing, all objections to the title to the Property shall be waived by Buyer. Seller shall not cause any encumbrance to be placed on the Property between the date of this Agreement and the Closing Date ("New Encumbrances") except with the approval of the Buyer which approval shall not be unreasonably withheld or delayed (provided Buyer shall have no obligation to approve any new lease of the Buildings), and Seller shall have the obligation to remove all such New Encumbrances (not approved as aforesaid by Buyer) on the Closing Date. (c) Buyer must have procured by Closing (including a Phase II report, if Buyer deems necessary), an engineering report assessing the environmental condition of the Property and the Buildings located on the Property, and such report must be acceptable to Buyer, in its sole discretion. (d) Buyer must have procured by Closing, engineering reports satisfactory to Buyer in its sole discretion, assessing the condition of the roof, roof curbs, the electrical systems, plumbing systems, heating and cooling systems, compressors, built-in appliances, if any, and other mechanical systems within the Buildings, and the structural soundness of the Buildings located on the Property (the "Soundness"), and certifying that the Buildings have been constructed in accordance with all applicable laws, rules and regulations including zoning laws, other building codes and fire codes covering the same (the "Compliance"), and also engineering reports certifying that the Buildings including the roofs and the landscape surrounding the Property drains properly. Each of the reports referenced above must be acceptable to Buyer, in its sole discretion. In the event any such report is unacceptable to the Buyer (but subject to the provisions hereinafter contained), then in such event Seller shall either repair any of the above-referenced items to good working order, or remedy any legal violation, as the case may be, or in the alternative, Seller shall notify Buyer that it will not repair or remediate (as the case may be), in which event, Buyer may terminate its obligations hereunder and the Xxxxxxx Money shall be true returned to Buyer. (e) Buyer must have received by Closing (at Buyer's sole cost and correct expense) a current "as-built" survey of the Property prepared by a registered land surveyor or engineer, certified to the title company and to Buyer in all material respects full ALTA form, sufficient to cause the title company to delete the standard printed survey exception (except as to matters occurring after the date of said surveys). If Buyer elects not to procure this survey, this condition will be deemed to have been waived. (f) The Property (including any improvements thereon) shall be in substantially the same condition as of the date hereof and as which is in a condition which has not materially diminished after the date of Close of Escrowexecution hereof subject, however, to normal wear and tear only, provided, in the event the Property is not in the condition described above prior to Closing, Seller shall have the right (but not the obligation) to restore the Property to the condition described in this subparagraph (f), and Seller shall Buyer would not have on a right to terminate this Agreement in the event of such restoration. Buyer shall be permitted to enter the Property at any time, and from time to time, upon reasonable notice (and accompanied by Seller or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreementrepresentative) in order to satisfy itself that such condition has not materially diminished. 5.1.2 There (g) Seller must have furnished to Buyer a standard lien waiver acceptable to Buyer's title insurance company certifying that no work has been done within the statutory lien period for mechanics and materialman's liens which has not been paid for, or, if any such work has been done, agreeing to indemnify the title insurance company against any claims arising as a consequence of such work. If any of the foregoing conditions in this Section 17 shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters fail to be satisfied prior within the time period set forth for each condition with regard to or on Close of Escrow. 5.1.3 Unless Seller receives notice from the Property, Buyer may, at least thirty its election: (30i) days prior terminate its obligations to Close of Escrow, effective as of Close of Escrow, the management agreement affecting purchase the Property (in which event the Xxxxxxx Money and all interest which has been earned thereon shall be terminated by Seller, paid to Buyer); or (ii) waive such condition and any and all termination fees incurred as a result thereof shall be complete the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as purchase of the Close of EscrowProperty without any reduction in the Purchase Price. Also, all notwithstanding any provisions in this Section 17, if Buyer for any of the Contracts (including reasons stated elects not to complete the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption purchase of the Existing Loan by BuyerProperty on May 26, on terms acceptable to Buyer1995, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer Seller shall have the right to assume the Existing Loan, in which to terminate this Agreement if and return the terms of the assumption are not acceptable Xxxxxxx Money and accrued interest to Buyer. 5.1.6 Archon Financial . In such event, neither Buyer nor Seller shall have agreed that (i) Buyer shall have any claims or causes of action against the right to obtain the Replacement Financing, on terms acceptable to Buyerother arising from such event, and (ii) the Replacement Financing Loan Fees this Agreement shall be credited (on a dollar-for-dollar basis)of no further force or effect.

Conditions Precedent to Closing. 5.1 5.01. The obligations of Buyer pursuant to under this Agreement shall, at the option of Buyer, shall be subject to the following conditions precedent: 5.1.1 All satisfaction or waiver on or before the Closing Date of the representations, conditions that all representations and warranties and agreements of Seller set forth contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close the Closing Date as if such representations and warranties were made on and as of Escrowthe Closing Date, and that Seller shall not have performed in all material respects all agreements, covenants and conditions required by this Agreement to be performed by them on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementClosing Date. 5.1.2 There shall be no change in 5.02. In the matters reflected in event any of the Title Report, and there shall material conditions to the obligations of Buyer are not exist any encumbrance satisfied or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions waived on or matters to be satisfied prior to or the Closing Date, then Buyer may terminate and cancel this Agreement by delivery of written notice of such action to Sellers on Close of Escrowsuch date. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior 5.03. Proceeds of the Purchase Price are payable to Close of Escrow, effective Sellers as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerset forth in Exhibit “C” attached hereto. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective 5.04. No default shall exist as of the Close Closing Date with any loan obligations of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of SellerSellers to Buyer. 5.1.5 The Existing Lender shall have consented 5.05. On or before the Closing Date, a Sales Agreement must be entered into with Rxxx Homes, or a similar home builder (any or all hereinafter referred to as “Builder”) for the assumption purchase by Builder from the Company of no less than twenty-four (24) lots owned by the Existing Loan by Buyer, on terms Company in a form and substance acceptable to Buyer, Buyer shall have four in its sole discretion. 5.06. At Closing the Company will enter into an Option Agreement for the Purchase and Sale of Real Property with Bxxxxxxx Xxxxxx Homes, LLC (4“BMH”) business days after receiving the approved assumption for purchase by BMH from the Existing Lender, stating all Company of the thirty-seven (37) remaining lots not subject to the above-referenced agreement with Builder upon terms upon which and conditions acceptable to Buyer and to BMH 5.07. At Closing the Company shall have the right enter into a management contract with BMH to assume the Existing Loan, in which to terminate this Agreement if the terms handle administration of the assumption are not Company and development and sales of the lots owned by the Company upon terms and conditions acceptable to BuyerBuyer and BMH. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant Purchaser’s obligation to this Agreement shall, at consummate the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth in transaction contemplated by this Agreement shall be true and correct in all material respects as subject to satisfaction or waiver of each of the date hereof and as of Close of Escrow, and Seller shall not have following conditions (“Conditions Precedent”) on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by before the terms of this Agreement.Contingency Date: 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30a) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Title/Survey. Seller, at its sole cost and any and all termination fees incurred expense, shall furnish to Purchaser as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty soon as possible, but in no event later than, within seven (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (47) business days after receiving the approved assumption from Effective Date, the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that following: (i) Buyer shall have a current title commitment for an extended coverage owner’s title insurance policy with respect to the right Real Property issued by the Title Company (“Commitment”) together with copies of all underlying title documents listed in the Commitment (other than any of Seller’s financing documents), with the commitment of the Title Company to obtain insure fee title to the Replacement Financing, on terms acceptable Real Property and to Buyerdelete exceptions 1 through 5 with respect to the Real Property, and (ii) the Replacement Financing Loan Fees most recent ALTA survey for the Real Property to the extent in Seller’s records. Purchaser, at Purchaser’s sole cost and expense, shall have the right to require (i) that such survey be credited certified to Purchaser and Purchaser’s lender, and (ii) that such survey be updated and revised to add any additional Table A items reasonably required by Purchaser or Purchaser’s lender. If the Survey discloses survey defects or other matters or if the Commitment shows exceptions or other matters that are objectionable to Purchaser, which are not attributable to the acts and/or omission of Purchaser or its Affiliates, and/or the Title Company refuses to issue any endorsement requested by Purchaser which is otherwise available in the State of Idaho due solely to the unique characteristic of the Real Property, then Purchaser shall notify Seller, in writing (the “Title Notice”), on a dollar-for-dollar basis)or before the date that is ten (10) days prior to the Contingency Date, specifying any such objectionable matter. If Purchaser timely delivers the Title Notice, then on or before the Contingency Date, Seller may provide Purchaser with adequate assurances in writing that any such objectionable matter will be removed or endorsed over to Purchaser’s satisfaction on

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowclosing, effective as of Close of Escrowclosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerthereto. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan 9.5. If any such condition is not fully satisfied by Buyer, on terms acceptable to Buyerclosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, stating all upon return of the terms upon which Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerany continuing obligations hereunder. 5.1.6 Archon Financial shall have agreed that 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of Buyer's Notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. If Buyer's acquisition of the Property is part of a tax-deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement. The obligations of Seller pursuant to this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 9.8. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the date hereof, and Buyer shall not have on a dollar-for-dollar basis)or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer's part as required by the terms of this Agreement. 9.9. The Lender has approved the Loan Assumption on terms which release the Seller and all current guarantors from liability for the Loan.

Conditions Precedent to Closing. 5.1 A. The obligations obligation of Buyer pursuant Purchaser to close this Agreement Contract shall, at the option of BuyerPurchaser, be subject to the following conditions precedent: 5.1.1 a. All of the representations, warranties and agreements of Seller set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of Close of Escrowat closing, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this AgreementContract. 5.1.2 b. There shall be no change in the matters reflected in the Title ReportCommitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Report Commitment except for the Permitted Exceptions or matters to be satisfied prior to or on Close of EscrowExceptions. 5.1.3 Unless c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey. d. Purchaser shall have obtained a standard Texas owner’s form of title insurance policy (the “Title Policy”) issued by the Title Company and insuring Purchaser in the amount of the Purchase Price that Purchaser has acquired good and indefeasible title to the Subject Property, subject only to the Permitted Exceptions. The Title Policy shall be at the sole cost and expense of the Seller, including modification of the standard survey exception so that it is limited to “shortages in area”. Purchaser shall also be entitled to request the Title Company to provide, at Purchaser’s sole cost and expense, such other extended coverage and endorsements (or amendments) to the Title Policy as Purchaser may reasonable require so long as such endorsements or amendments are at no cost to Seller receives nor impose additional liability on Seller or delay the Closing (the endorsements herein are not a condition precedent to Closing). Purchaser acknowledges and agrees that the Title Policy may be actually delivered at a reasonable time following the closing so long as Purchaser has received at closing a current and binding Title Commitment obligating the Title Company to deliver the Title Policy. e. Seller shall provide to Purchaser written evidence, reasonably acceptable to Purchaser, showing the termination of the lease of the Land and Improvements between TTLC, as lessor, and T76, as lessee. If any such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be either (a) to terminate this Contract by written notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of EscrowSeller whereupon this Contract shall be cancelled, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty xxxxxxx money deposit (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contractsless $100.00) shall be terminated returned to Purchaser by Sellerthe Title Company and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other (except for the obligations that expressly survive termination), or (b) proceed with closing of the transaction hereunder notwithstanding such condition. B. Provided that Purchaser has applied for the Building Permit (as defined below) and any and all termination fees incurred as is diligently pursuing the procurement of same, the obligation of Purchaser to close this Contract shall, at the option of Purchaser, also be subject to the condition precedent that Purchaser shall have obtained a result thereof building permit (the “Building Permit”) to make certain improvements to the Subject Property necessary to operate a Xxxxx & Wollensky Restaurant. If such condition is not fully satisfied by closing, Purchaser’s sole remedy shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four either (4a) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable Contract by written notice to Buyer. 5.1.6 Archon Financial shall have agreed that Seller whereupon (i) Buyer this Contract shall have the right to obtain the Replacement Financingbe cancelled, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees initial xxxxxxx money deposit of $25,000 shall be credited delivered to Seller by the Title Company, (on a dollar-for-dollar basisiii) any other xxxxxxx money deposited with the Title Company by Purchaser to extend the closing date as set forth in Article IX hereunder shall be returned to Purchaser by the Title Company, and (iv) thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other (except for the obligations that expressly survive termination), or (b) proceed with closing of the transaction hereunder notwithstanding such condition.

Conditions Precedent to Closing. 5.1 10.1. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowEffective Date, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any material, adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The 10.1.3. Existing Lender shall have consented given in writing the Lender Approval and shall be prepared to execute and deliver the assumption Lender Approval Documents at Closing. 10.1.4. Within three (3) business days of the Existing Loan by BuyerClosing, Buyer shall have obtained, on terms acceptable to Buyer in its sole discretion, consent from the Ground Lessor for the assignment of the Ground Lease from Seller to Buyer, the assumption of all future obligations of the ground lessee thereunder, and the release of Seller, as well as any affiliates of Seller from all future obligations thereunder (the “Ground Lessor Consent”). Seller agrees to cooperate with and to take all reasonable action to facilitate Buyer’s receipt of the Ground Lessor Consent, however, Buyer shall have four (4) business days after receiving be solely responsible to pay to such lessor any and all costs, fees and expenses required in connection with the approved Ground Lessor Consent, if any. Buyer and Seller shall execute and deliver at Closing, an assignment and assumption from of lease agreement and any other documents required in connection with the Existing Lender, stating all assignment and assumption of the terms upon which Ground Lease and release of Seller and any affiliates of Seller as aforesaid, in form substantially similar to Exhibit E hereto (the “Ground Lease Assignment Documents”). In the event that Buyer or Seller fails to execute and deliver the Ground Lease Assignment Documents or the Ground Lessor fails to grant the Ground Lease Consent, either Buyer or Seller shall have the right to assume terminate this Agreement, whereupon Section 10.3 below shall govern. Buyer shall apply to Ground Lessor for Ground Lessor Consent within five (5) business days after the Effective Date and use good faith efforts to obtain such consent from the Ground Lessor within three (3) business days prior to Closing; provided, however, so long as Buyer complies with its obligations under this Section 10.1.4 in no event shall Buyer have any liability for its failure to obtain such consent. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2. Existing LoanLender shall have given in writing the Lender Approval, with a release of Seller and all guarantors, indemnitors, and affiliates of Seller from all liability (except for matters which arose during Seller’s period of ownership). 10.3. If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice (in all events such written notice shall be given prior to Closing) whereupon this Agreement may be canceled, and upon return of the Due Diligence Items, the Deposit shall be paid to Buyer (except in the case of (a) a failure of the condition precedent described in Section 10.1.1, in which to terminate this Agreement if case the terms provisions of Section 8.2.2 shall apply, and (b) a failure of the assumption are not acceptable condition precedent described in Section 10.2.1, in which case the Seller shall retain the Deposit), all other escrow documents and funds shall be returned by the Title Company and/or by Seller’s counsel, as applicable, to the party which delivered them into Escrow, the Equity Escrow Holder shall return the Escrowed Equity to Buyer. 5.1.6 Archon Financial shall have agreed that (i) , and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder except as otherwise expressly set forth herein; provided, however, that if Buyer notifies Seller of a failure to satisfy the right conditions precedent set forth in Section 10.1.2, Seller may, within five (5) days of receipt of Buyer’s notice agree to obtain satisfy the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)transaction contemplated hereby provided Seller so satisfies such condition.

Conditions Precedent to Closing. 5.1 The obligations Conditions Precedent referenced in Section 4 of the Agreement and detailed below are intended solely for the benefit of Buyer and may be waived only by Xxxxx in writing in Buyer’s sole and absolute discretion. In the event any Condition Precedent is not satisfied, Buyer may, in its sole and absolute discretion, terminate this Agreement. The following are the Conditions Precedent: a. The transactions contemplated by this Agreement will have been approved by all applicable Seller departments, agencies and councils at their respective sole discretion, within one hundred twenty (120) days after Buyer and Seller execute this Agreement. If required by Xxxxxx’s charter, Xxxxxx’s mayor and the Board of Supervisors, each at their sole discretion, will have enacted a resolution approving, adopting, and authorizing this Agreement and the transactions contemplated by this Agreement, within one hundred twenty (120) days after Buyer and Seller execute this Agreement (collectively, “Government Approvals”). b. Buyer’s inspection, review and approval, in its sole discretion, of all of the following within sixty (60) days after the unequivocal receipt of the Government Approvals: (i) the physical characteristics and condition of the Property (including without limitation the condition of the soils); (ii) Seller’s Deliveries and (iii) the Preliminary Report and all aspects of the Property’s title pursuant to section 1 above (“Due Diligence Approval”). c. Escrow Holder shall be unconditionally committed to issue the Title Policy to Buyer upon the Closing in the form and with such exceptions and endorsements as have been approved, or are deemed approved, by Buyer as provided above. d. Seller shall have complied with all of Seller’s duties and obligations contained in the Agreement and all of Seller’s representations and warranties contained in or made pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties shall have been true and agreements of Seller set forth in this Agreement correct when made and shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementClosing Date. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant 6.1 In addition to any other conditions to Purchaser’s obligation to close set forth in this Agreement shallAgreement, at the option of Buyer, be Purchaser’s obligation to close hereunder is subject to each and all of the following conditions precedent: 5.1.1 A. All of the representations, Seller’s representations and warranties and agreements of Seller set forth contained in this Agreement shall be true and correct in all material respects when made and also as of the date hereof Closing Date when remade. B. All documents, instruments and assurances required hereunder to be delivered to Purchaser shall have been duly delivered to Purchaser. C. All material covenants and agreements of Seller under this Agreement shall have been duly performed and satisfied. D. At Closing, Escrowee will be committed to deliver to Purchaser one or more ALTA owner's title insurance policies with extended coverage (to the extent that extended coverage is available in a particular jurisdiction), or in the case of Properties in the State of Texas, a standard form of Owner’s Policy of Title Insurance as prescribed by the Texas State Board of Close Insurance, insuring title to each Property subject only to the Permitted Exceptions (each, a “Title Policy” and collectively, the “Title Policies”), in an amount not less than the portion of Escrowthe Purchase Price allocated to such Property on Schedule I in the Schedules, provided that (i) in advance of Closing, Purchaser shall have taken all necessary and customary actions to arrange for or allow issuance of such Title Policies by Escrowee, and Seller (ii) all necessary premiums or other charges required for the issuance of such Title Policies are paid pursuant to Section 12.1. The immediately preceding sentence shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by survive the terms termination of this Agreement. 5.1.2 There 6.2 In addition to any other conditions to Seller’s obligation to close set forth in this Agreement, Seller’s obligation to close hereunder is subject to each and all of the following conditions precedent: A. All of Purchaser’s representations and warranties contained in this Agreement shall be no change true and correct in all material respects when made and also as of the matters reflected in the Title ReportClosing Date when remade. B. All documents, instruments and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters assurances required hereunder to be satisfied prior delivered to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior shall have been duly delivered to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close C. All material covenants and agreements of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender Purchaser under this Agreement shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerbeen duly performed and satisfied. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations Purchaser’s obligation to close the acquisition of Buyer the Property pursuant to this Agreement shall, at is conditioned on all of the option following: 5.1 No material adverse change in the physical condition of Buyer, be subject the Property shall have occurred since the Effective Date that has not been cured by Seller as of the Closing Date to the following conditions precedent:satisfaction of Purchaser after reasonable inspection. 5.1.1 5.2 Purchaser shall have obtained any and all necessary or desirable governmental entitlements, approvals and permits for its ownership and continued operation of the Facility. 5.3 Seller has set forth on Exhibit C attached hereto a list of the name, address of each person or lender (together with a contact person with phone number and email, loan numbers, principal and accrued interest) which owns or holds any Monetary Liens that encumber the Property and which must be fully satisfied at Closing, and in the case of the 2006 Lease and the August 18, 2015 Lease, must be terminated at Closing, in both cases, in order for Seller to convey good title to the Property to Purchaser free and clear of all liens and encumbrances and it shall be the Seller’s obligation under this Agreement to deliver to Purchaser prior to Closing valid pay-off letters with respect to those Monetary Lines in form and substance satisfactory to Purchaser and the Title Company in their reasonable discretion. 5.4 All required consents and approvals for the sale of the Property by Seller shall have been obtained by Seller and evidence thereof shall have been delivered to Purchaser. 5.5 Purchaser shall have received an owner’s title insurance policy subject only to standard exceptions acceptable to Purchaser. 5.6 Purchaser shall have received such independent valuations and appraisals supporting the Purchase Price as it or its ultimate Section 501(c)(3) parent entity has determined in its sole discretion as are necessary or appropriate for this transaction. 5.7 All of the representations, warranties Seller’s covenants and agreements of Seller set forth obligations contained in this Agreement shall have been performed by Seller as of Closing, and all of Seller’s representations and warranties shall be true and correct in all material respects as of the date hereof Effective Date and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementClosing. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant 8.1 Purchaser's Conditions to Closing. Purchaser's obligation to close under this Agreement shall, at the option of Buyer, Contract shall be subject to and conditioned upon the fulfillment of the following conditions precedent: 5.1.1 8.1.1 All of the representations, warranties documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and agreements conditions hereof shall have been delivered; 8.1.2 Each of Seller set forth in this Agreement Seller's Representations shall be true and correct in all material respects as of the date hereof Closing Date; 8.1.3 Seller shall have complied with, fulfilled and performed in all material respects each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder; and 8.1.4 Neither Seller nor Seller's general partner shall be a debtor in any bankruptcy proceeding nor shall have been in the last 6 months a debtor in any bankruptcy proceeding. Notwithstanding anything to the contrary, there are no other conditions to Purchaser's obligation to Close except as expressly set forth in this Section 8.1. If any condition set forth in Sections 8.1.1, 8.1.3 or 8.1.4 is not met, Purchaser may (a) waive any of Close the foregoing conditions and proceed to Closing on the Closing Date with no offset or deduction from the Purchase Price, or (b) if such failure constitutes a default by Seller, exercise any of Escrowits remedies pursuant to Section 10.2. If the condition set forth in Section 8.1.2 is not met, and Seller shall not have on or prior be in default pursuant to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title ReportSection 10.2, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close Purchaser may, as its sole and exclusive remedy, (i) notify Seller of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which Purchaser's election to terminate this Agreement if the terms Contract and receive a return of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have Deposit from the right to obtain the Replacement FinancingEscrow Agent, on terms acceptable to Buyer, and or (ii) waive such condition and proceed to Closing on the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)Closing Date with no offset or deduction from the Purchase Price.

Conditions Precedent to Closing. 5.1 The obligations obligation of Buyer pursuant Purchaser to close this Agreement Contract shall, at the option of BuyerPurchaser, be subject to the following conditions precedent: 5.1.1 a. All of the representations, warranties and agreements of Seller set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of Close of Escrowat closing, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement.Contract; 5.1.2 b. There shall be no material adverse change in the matters reflected in the Title ReportCommitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Report Commitment except for the Permitted Exceptions Exceptions; c. There shall be no changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or matters protrusion with respect to the Subject Property not shown on the Survey; d. No material and substantial change shall have occurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the Subject Property described in Article VI hereinabove; and e. Purchaser obtaining, at its sole cost and expense, an ALTA Owner Policy of Title Insurance (the "Title Policy") insuring Purchaser in the amount of the purchase price that Purchaser has acquired good and marketable title to the Subject Property, subject only to the Permitted Exceptions. Purchaser shall be entitled to request the Title Company to provide at Purchaser's sole cost and expense, such endorsements (or amendments) to the Title Policy as Purchaser may reasonably require so long as such endorsements or amendments do not impose additional liability on Seller nor delay the closing. If any such condition is not fully satisfied prior by closing, Purchaser may terminate this Contract by written notice to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrowwhereupon this Contract shall be cancelled, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty xxxxxxx money deposit (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contractsless $100.00) shall be terminated returned to Purchaser by Seller, the Title Company and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender thereafter neither Seller nor Purchaser shall have consented to any continuing obligations one unto the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerother. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant 9.1 Purchaser’s obligation to close under this Agreement shall, at the option of Buyer, Purchase Contract shall be subject to and conditioned upon the fulfillment in all material respects of each and all of the following conditions precedent: 5.1.1 9.1.1 All of the representations, documents required to be delivered by Seller to Purchaser at the Closing pursuant to the terms and conditions hereof shall have been delivered and shall be in form and substance required by this Purchase Contract. 9.1.2 Seller’s representations and warranties and agreements of Seller set forth in this Agreement Purchase Contract shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date and as of the date hereof Effective Date as though such representations and warranties were made at and as of Close of Escrow, such date and time. 9.1.3 Seller shall have complied with, fulfilled and performed, in each case in all material respects, each of the covenants, terms and conditions to be complied with, fulfilled or performed by Seller hereunder. 9.1.4 There shall not have be pending or, to the knowledge of either Purchaser or Seller, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of any of the transactions contemplated by this Purchase Contract or declare illegal, invalid or nonbinding any of the covenants or obligations of the Purchaser. 9.1.5 The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of this Purchase Contract except for normal wear and tear and such damage from casualty or condemnation that is waived or accepted under ARTICLE 13 hereof. 9.1.6 The conversion of the Property Owner from a Georgia limited liability company to a Delaware limited liability company in accordance with the laws of the State of Delaware on or prior to Close of Escrow, failed the Closing Date. Seller hereby agrees to meet, comply reasonably cooperate (at no third party cost to Seller) with or perform Purchaser in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreementeffecting such conversion. 5.1.2 There 9.2 Without limiting any of the rights of Seller elsewhere provided for in this Purchase Contract, Seller’s obligation to close with respect to conveyance of the Property under this Purchase Contract shall be no change subject to and conditioned upon the fulfillment of each and all of the following conditions precedent: 9.2.1 Purchaser’s representations and warranties set forth in the matters reflected this Purchase Contract shall have been true and correct in the Title Reportall material respects when made, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, true and any correct in all material respects on the Closing Date and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close Effective Date as though such representations and warranties were made at and as of Escrowsuch date and time. 9.2.2 Purchaser shall have complied with, fulfilled and performed, in each case in all material respects, each of the Contracts (including the Service Contracts) shall covenants, terms and conditions to be terminated complied with, fulfilled or performed by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of SellerPurchaser hereunder. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof Effective Date and as of Close of Escrowthe Closing Date, and Seller shall not have have, on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There 10.1.2 As of the Closing, the Chicago Title Insurance Company ("Title Company") shall be no change irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its CLTA owner's policy of title insurance, in the matters reflected amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Title Report, and there shall not exist Permitted Exceptions. If Seller for any encumbrance or reason is unable to deliver title defect affecting to the Real Property not described in the Title Report except for subject only to the Permitted Exceptions or matters is unwilling to remove or otherwise cure any title matter that is not a Permitted Exception, then Buyer's sole remedy shall be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives terminate this Agreement within five days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer at least thirty (30) days prior to Close of Escrowshall thereafter have any further rights or obligations under this Agreement. Notwithstanding the foregoing, effective as of Close of Escrow, the management agreement affecting the Property it shall be terminated by Sellera condition precedent to Buyer's obligation to consummate this transaction, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective that as of the Close of EscrowClosing Date there are no monetary liens or monetary encumbrances not previously approved by Buyer encumbering the Property. 10.1.3 Seller shall have obtained, all and delivered to Buyer prior to the Due Diligence Expiration Date, estoppels in form and substance satisfactory to Buyer (which Buyer acknowledges requires using the form required by such Lease for any government Tenant) from Tenants representing seventy percent (70%) of the Contracts leasable area of the Real Property that is leased and occupied as of the Effective Date (including to be dated within forty-five (45) days of Closing). Within one (1) business day after Seller receives an executed estoppel from any Tenant, Seller shall deliver a copy there of to Buyer (and shall promptly thereafter send the Service Contractsoriginal thereof to Buyer). Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer elects to proceed with the purchase of the Property as of the Due Diligence Expiration Date and Buyer has not received, as of the Closing, estoppels from Tenants occupying one hundred percent (100%) of the leasable area of the Real Property, then at Closing, Seller shall also deliver to Buyer a "Seller's Estoppel" in the form attached hereto as Exhibit I with respect to each such Lease as to which no estoppel from the Tenant has been received. 10.2 The obligations of Seller pursuant to this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be terminated by Sellertrue and correct in all material respects as of the Effective Date and as of the Closing Date, and Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any and all termination fees incurred material respect any conditions or agreements on Buyer's part as a result thereof required by the terms of this Agreement. 10.2.2 Seller's obligation to sell the Property is subject to the condition precedent that approval of the sale is obtained from the board of directors of G REIT, Inc., which shall be deemed to have been obtained (and this condition shall in such case be deemed satisfied) unless Seller advises Buyer that the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four sale has been disapproved no later than two (42) business days after receiving the approved assumption from Effective Date. If any such condition is not fully satisfied by the Existing LenderClosing (or such earlier applicable date as set forth above with respect to any specific condition), stating all of Buyer shall so notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, the terms upon which Deposit shall be returned to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as expressly provided in this Agreement. If Buyer notifies Seller of a failure to satisfy the right conditions precedent set forth in this Section, Seller may, within five (5) days of receipt of Buyer's notice agree to assume satisfy the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on a dollar-for-dollar basis)canceled and the Deposit shall be returned to Buyer and neither party shall have any continuing obligations hereunder.

Conditions Precedent to Closing. 5.1 The Section 15.01. (a) Purchaser's obligations of Buyer pursuant to close title under this Agreement shall, at on the option of Buyer, Closing Date shall be subject to the satisfaction of the following conditions precedentprecedent on or prior to the Closing Date: 5.1.1 All (i) all of the representations, Seller's representations and warranties and agreements of Seller set forth made in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close the Closing Date (except to the extent such representations and warranties speak as of Escrowan earlier date, they shall be true in all material respects as of such earlier date); provided, however, that Purchaser shall be obligated to consummate the Closing without any adjustment in the Purchase Price if the aggregate amount of Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement is equal to or less than $25,000.00 (the "Basket Amount"). If the aggregate amount Losses resulting from any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement exceeds the Basket Amount, Purchaser shall be entitled to recover such Losses in excess of the Basket Amount from Seller at Closing by means of an adjustment or credit to the Purchase Price, or after Closing, as applicable, in accordance with any Purchaser's Loss Notice delivered in accordance with Section 10.03 hereof; provided, however, that in no event shall Seller's liability hereunder, and Seller shall not have Purchaser's credit on or prior account thereof, exceed $250,000.00 (the "Maximum Credit Amount"). If the aggregate amount of any credits which Purchaser would otherwise be entitled to Close of Escrowreceive pursuant to this Section 15.01(a) exceeds the Maximum Credit Amount, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer then Purchaser shall have the right to assume terminate this Agreement and receive the Existing Loan, return of the Downpayment (in which event neither party shall have any obligations or liabilities hereunder except those that expressly survive termination of this Agreement); provided, however, that Purchaser shall not be permitted to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed Seller elects (it being acknowledged that (i) Buyer Seller shall have the right but not the obligation to obtain make such election) to grant a credit to Purchaser at Closing in the Replacement Financingaggregate amount by which the Losses exceeds the Basket Amount. In the event that there is a dispute as to whether Purchaser has incurred any Loss or Losses as a result of any misrepresentation or untrue or inaccurate warranty made by Seller in this Agreement, on terms acceptable then, unless the aggregate amount thereof exceeds the Maximum Credit Amount, the Closing shall occur without adjustment regarding same; provided, however, that a portion of the Purchase Price equal to Buyer, and the disputed amount (up to the Maximum Credit Amount) shall be held in escrow by the Escrow Agent pending resolution of the dispute. (ii) Seller shall have performed, in all material respects, all obligations and agreements undertaken by it herein to be performed on or prior to the Replacement Financing Loan Fees shall be credited Closing Date. (on a dollar-for-dollar basis)iii) Seller obtaining, at Seller's sole cost and expense, the Parking Variance.

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 All 10.1.1 No representation or warranty shall have changed prior to Closing in such a way that constitutes a Material Adverse Change and no breach by Seller of the representations, its representations and warranties and agreements of Seller set forth in this Agreement hereunder shall be true and correct in all material respects as of the date hereof and as of Close of Escrow, and have occurred. Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at Closing, and Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple title vested in Buyer, with coverage in the full amount of the Purchase Price and showing only those exceptions to title which are Permitted Exceptions, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing or on Close of Escrowresult in any additional cost to Seller. 5.1.3 10.1.3 Seller shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the square feet which are leased and occupied by tenants as of the Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Hilton Long Beach, US Customs, REMC Enterprises, Apriso, FBI, Medical Data Exchange, ACS Education Services and Ford Xxxxxx Xxxxxxxx, and each estoppel certificate shall be executed and delivered by the certifying tenant (collectively, the “Estoppel Delivery Condition”). Unless otherwise required by the terms of any specific Leases, Seller receives notice will request estoppels from all tenants of the Property in the form attached hereto as Exhibit G. Seller will request the estoppels no earlier than sixty (60) days after the Effective Date, provided, however, no estoppel will be issued as of a date more than forty-five (45) days prior to Closing. Prior to delivering the estoppels to tenants for review and execution, Seller shall deliver drafts of the estoppels to Buyer for review and approval, and Buyer will have two (2) business days to review the draft estoppels and notify Seller of any requested corrections or additions thereto. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, then, at least Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit (including the Initial Deposit and the Additional Deposit), and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. If Buyer has not received the required amount of estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be permitted to extend the Closing Date until five (5) days after the receipt of all such estoppels, to permit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerdays. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, shall be subject to the following conditions precedent:precedent to Closing (any of which may be waived in writing by Buyer in its sole discretion): 5.1.1 9.1. All of the representations and warranties of Seller set forth in Section 7.1 shall be true and correct in all material respects as of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect Title Defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement 9.3. The Existing Management Agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have obtained and delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable Tenant Estoppel Certificate from Buyer at least thirty (30) days such Major Tenant prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) this Agreement shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyerterminate, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all be entitled to a refund of the terms upon which Buyer Deposit and all interest earned thereon, and neither party shall have any further obligation to the right to assume other except Buyer's indemnification obligations under Section 5. As used herein, the Existing Loan, in which to terminate this Agreement if the terms term "MAJOR TENANT" shall mean each of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement FinancingGolden Eagle Insurance, on terms acceptable to Buyer, and (ii) Elsevier, (iii) the Replacement Financing Loan Fees shall be credited US Navy, (on iv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and (vii) Xxxxxxx Xxxxx Xxxxxxx Xxxxx & Xxxxxx LLP (d/b/a dollar-for-dollar basisLerach Xxxxxxxx Xxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP). The Leases between Landlord and each of the Major Tenants are hereinafter referred to as the "MAJOR LEASES."

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, following conditions shall exist at the option time of BuyerClosing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the following conditions precedentsatisfaction (or written waiver by Purchaser) of each such condition: 5.1.1 All A. Seller shall have delivered to Purchaser an estoppel certificate (a “Tenant Estoppel”) from those tenants listed on Exhibit K attached hereto (the “Required Tenant Estoppels”), and Seller will use commercially reasonable efforts to obtain Tenant Estoppels from all other tenants at the Property, substantially in the form of the representationstenant estoppel certificate attached hereto as Exhibit G, warranties or is such form as is required by a Lease, dated after the Effective Date. Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the foregoing Tenant Estoppels. B. Seller shall have used commercially reasonable efforts to deliver estoppel certificates dated after the effective date for any reciprocal easements agreement identified by Purchaser during the Title Review Period in the form and to the extent required under such agreements (the “REA Estoppels”). Closing may be extended by Seller for up to fifteen (15) days to allow Seller to obtain the REA Estoppels. C. The Title Company will be in a position to issue a policy of Seller title insurance to Purchaser in the full amount of the Purchase Price showing title vested in the Purchaser, subject only to the Permitted Exceptions. D. SNDAs for all recorded Leases and all Leases required by Purchaser’s lender, in form and substance reasonably acceptable to Purchaser’s lender. If any one or more of the conditions set forth in this Agreement shall be true and correct in all material respects above are not satisfied as of the date hereof specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and as of Close of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in make full Closing under this Agreement without any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change adjustment in the matters reflected in the Title ReportPurchase Price, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except (b) further extend Closing for the Permitted Exceptions or matters up to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowallow Seller additional time to satisfy the conditions, effective as of Close of Escrowor (c) terminate this Agreement, whereupon the management agreement affecting Deposit will be paid to the Property Purchaser and Seller and Purchaser shall be terminated by Seller, and any and thereupon released from all termination fees incurred as a result thereof shall be further liability or obligation under the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer Agreement. Purchaser shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms waive some or all of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed foregoing conditions as determined in its sole and absolute discretion; provided, however, that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees no such waiver shall be credited (effective or binding on a dollar-for-dollar basis)Purchaser unless it is in writing and executed by Purchaser.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, following conditions shall exist at the option time of BuyerClosing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the following conditions precedentsatisfaction (or written waiver by Purchaser) of each such condition: 5.1.1 All A. Seller shall have delivered to Purchaser an estoppel certificate dated not more than thirty (30) days prior to Closing (a “Tenant Estoppel”), from those tenants listed on Exhibit G attached hereto (the “Required Tenant Estoppels”) and from additional tenants leasing at least eighty percent (80%) of the representationsbalance of the rentable area of the Property, warranties substantially in the form of the tenant estoppel certificate attached hereto as Exhibit G-1, dated after the Effective Date, and agreements containing no significant modifications or deletions to, or exceptions from, the statements contained therein of Seller the matters required to be confirmed by the Tenant Estoppel. A Tenant Estoppel shall be deemed not delivered if it rightfully (i) claims any offsets or defenses in favor of the tenant, (ii) lists any landlord defaults, (iii) reflects any tenant rights or landlord obligations not set forth in the Lease, or (iv) lists any leases or other agreements not delivered to Purchaser. Closing may be extended for up to fifteen (15) days to allow Seller to obtain the Tenant Estoppels. B. The Title Company will be in a position to issue a policy of title insurance to Purchaser in the full amount of the Purchase Price showing good and marketable title vested in the Purchaser, subject only to the Permitted Exceptions. C. Each of the representations and warranties of the Seller contained in this Agreement shall be true and correct in all material respects respects. D. Seller shall have materially performed and complied with all of the terms, conditions and covenants required by this Agreement to be performed and complied with prior to or on the Closing Date. E. If the Property is subject to a reciprocal easement agreement or other similar document pursuant to which the Property is bound by common easements, covenants and/or restrictions, Purchaser’s obligations hereunder shall be conditioned upon Purchaser’s receipt of an estoppel certificate in the form attached hereto as Exhibit K, from the association or other party or parties that govern or operate the properties subject to such agreement. F. If required by law, Seller shall deliver to Purchaser any certificate of occupancy, re-sale certificate, use and occupancy permit or other license, permit or approval necessary to lawfully transfer the Property to Purchaser, and Seller shall make all repairs required to the Property as a condition to the issuance of the same (or provide security to the applicable governing body to secure completion of the same). If any one or more of the conditions set forth above are not satisfied as of the date hereof specified for Closing hereunder, then Purchaser shall, at its option, either (a) waive such condition in writing and as of Close of Escrowmake full Closing under this Agreement without any adjustment in the Purchase Price, or (b) terminate this Agreement, whereupon the Deposit will be paid to the Purchaser and Purchaser and Seller shall not have on be thereupon released from all further liability or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by obligation under the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer . Purchaser shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms waive some or all of the assumption foregoing conditions as determined in its sole and absolute discretion; provided, however, that no such waiver shall be effective or binding on Purchaser unless it is in writing and executed by Purchaser. The foregoing shall not affect Purchaser’s remedies if any of the foregoing conditions are not acceptable to Buyersatisfied as a result of Seller’s default under this Agreement. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, shall be subject to the following conditions precedent:precedent to Closing (any of which may be waived in writing by Buyer in its sole discretion): 5.1.1 9.1. All of the representations and warranties of Seller set forth in Section 7.1 shall be true and correct in all material respects as of the Closing, and all of the other representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect Title Defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement 9.3. The Existing Management Agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have obtained and delivered to Buyer the Tenant Estoppel Certificates in the form attached hereto as Exhibit H, signed by each Major Tenant (defined below). Tenant Estoppel Certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of an executed Tenant Estoppel Certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of a Tenant Estoppel Certificate executed by a Major Tenant because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable Tenant Estoppel Certificate from Buyer at least thirty (30) days such Major Tenant prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) this Agreement shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyerterminate, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all be entitled to a refund of the terms upon which Buyer Deposit and all interest earned thereon, and neither party shall have any further obligation to the right to assume other except Buyer’s indemnification obligations under Section 5. As used herein, the Existing Loan, in which to terminate this Agreement if the terms term “Major Tenant” shall mean each of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement FinancingGolden Eagle Insurance, on terms acceptable to Buyer, and (ii) Elsevier, (iii) the Replacement Financing Loan Fees shall be credited US Navy, (on iv) Barrister Executive Services, (v) First Allied Security, (vi) California Bank & Trust and (vii) Mxxxxxx Xxxxx Bxxxxxx Hxxxx & Lxxxxx LLP (d/b/a dollar-for-dollar basisLerach Cxxxxxxx Sxxxx Gxxxxx Rxxxxx & Rxxxxxx LLP). The Leases between Landlord and each of the Major Tenants are hereinafter referred to as the “Major Leases.”

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant Purchaser’s obligation to this Agreement shall, at consummate the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth in transaction contemplated by this Agreement shall be true and correct in all material respects as subject to satisfaction or waiver of each of the date hereof and as of Close of Escrow, and Seller shall not have following conditions (“Conditions Precedent”) on or prior to Close of Escrowbefore 5:00 p.m. Central Daylight Time, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least date which is thirty (30) days prior to Close after the date of Escrow, effective as delivery of Close each of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller.items in Section 3(b) below (“Contingency Date”): 5.1.4 Unless Seller receives notice from Buyer at least thirty (30a) Title/Survey. Within twenty (20) days prior to Close of Escrow, effective as of the Close of Escrowdate hereof, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented Seller will furnish to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that Purchaser: (i) Buyer shall have a current title commitment (“Commitment”) for the right to obtain Real Property (with copies of all underlying title documents listed in the Replacement Financing, on terms acceptable to Buyer, Commitment other than any financing documents) for an ALTA form owner’s title policy (the “Title Insurance Policy”) in the amount of the Purchase Price issued by the Title Company showing title in Seller and (ii) an updated ALTA as-built survey (“Survey”) for the Replacement Financing Loan Fees Real Property. If the Survey discloses survey defects or if the Commitment shows exceptions unacceptable to Purchaser (collectively, the “Unpermitted Encumbrances”), then Purchaser shall notify Seller, in writing, within five (5) days after receipt of the Commitment, the underlying title documents and the Survey, specifying the Unpermitted Encumbrances, and, prior to the Contingency Date, Purchaser shall have received assurances satisfactory to Purchaser, in its reasonable discretion, that the Unpermitted Encumbrances will be credited (removed or endorsed over on a dollar-for-dollar basis)or before Closing. Notwithstanding anything herein to the contrary, Seller shall have no obligation to correct, cure or remove any Unpermitted Encumbrances.

Conditions Precedent to Closing. 5.1 9.1 The execution of the Sale and Purchase which is the purpose of this Agreement (payment of the price and delivery of the Shares), and thus the closing of the transaction which is the purpose of this Agreement are expressly conditional on the fulfilment of the provisions of this clause prior to the Closing Date (as such term is defined in clause 10). 9.2 The Conditions Precedent listed in Clause 9.3 (i), (ii) and (iii)(b) are for the sole benefit of the Purchaser except with respect to the consent provided for in Schedule 9.2, and the express waiver of the Conditions by Purchaser shall be equivalent to their performance for the purposes of this Agreement. In the event that the consent provided for in Schedule 9.2 has not been obtained: (i) the Purchaser will not be entitled to waive such condition 9.3(i) in respect of the consent contain in Schedule 9.2 and, (ii) Sellers shall not be entitled to sell or otherwise dispose of the Oil Tankers to which the consents in Schedule 9.2 refer for a period of one (1) year as from the Closing Date. Disposal or sale by Sellers in breach of (ii) above, shall entitle Purchaser to a penalty amounting to US Dollars THIRTY MILLION (30,000,000). 9.3 The obligations of Buyer pursuant the Purchaser to this Agreement shall, at complete the option of Buyer, be subject to the following conditions precedent: 5.1.1 All of the representations, warranties and agreements of Seller set forth transaction contemplated in this Agreement shall be true and correct in all material respects as subject to: (i) satisfaction of the date hereof condition that the counterparties to the agreements indicated in Schedule 9.3 attached herewith, grant their written consent to the change of control that will result from the transaction contemplated in this Agreement, (ii) XXXXX and NFT having transferred and excluded the Non Related Assets and Liabilities pursuant to Clause 6.1; and (iii) no material adverse change in the business and undertaking of the NFT Group shall have occurred after the 31st of December of 2003. For these purposes, material adverse change is defined as (a) the loss of Close any of Escrowthe Oil Tankers or the LNG Vessels and/or (b) the termination or material modification of either of the Oil Tankers Financing Agreements, the Oil Tankers Charter Party Agreements, the LNG Financing Agreements and/or LNG Charter Party Agreements, and/or (c) any oil spill having material and Seller substantial adverse consequences and/or (d) any other material event which prevents the operation of the Oil Tankers or the LNG Vessels. (collectively the “Conditions Precedent”). 9.4 The Parties shall use their best joint efforts in order to obtain as soon as possible the consents and authorizations referred to in Clause 9.3 above and both Parties shall diligently cooperate in preparing and executing any actions and documents which may be required to such effect. 9.5 The Seller’s Representative shall provide the Purchaser not have on or less than five [5] business days prior to Close Closing Date with: (a) written confirmation that the Non Related Assets and Liabilities have been transferred and excluded from NFT and XXXXX and (b) documentary evidence showing the consents obtained pursuant to Clause 9.3. (i). 9.6 Save for the exception provided for in Clause 9.7 below, in the event that five [5] business days prior to the Closing Date, the Conditions Precedent referred to in Clause 9.3 (i) and Clause 9.3 (ii) above have not been met, the Purchaser may elect at its sole option either to; (a) waive the non fulfillment of Escrowsuch Conditions Precedent except as provided for in Clause 9.2 and continue with the performance of this Agreement; or (b) terminate this Agreement, failed in which case the Purchaser shall recover the amount of the Payment on Account together with the interest accrued thereof and, additionally, the Sellers shall, only in the case of non fulfillment of the Condition Precedent provided in Clause 9.3(ii) and subject to meetclause 9.7, comply indemnify the Purchaser by means of a penalty on the amount of THIRTY MILLION DOLLARS USD 30,000,000 9.7 Should the exclusion of the Non Related Assets and Liabilities have not been carried out five [5] business days prior to the Closing Date, the Sellers may notify in writing to the Purchaser, no later than three (3) days prior to the Closing Date, that the said exclusion has not been carried out and that an extension is needed in order to proceed with the exclusion. In such a case, the Closing Date shall be postponed for a period of ninety [90] calendar days upon the expiration of which if the exclusion of the Non Related Assets and Liabilities has not taken place, the Purchaser may elect at its sole option to proceed as established in Clause 9.6 (a) or perform Clause 9.6 (b) above. The non exclusion from XXXXX or NFT of bank debts amounting in aggregate up to 25,000,000 US$, will not be considered as a non fulfillment of the condition precedent 9.3 (ii). Should the Sellers decide that such debts are to remain in XXXXX or NFT at Closing Date, then: (i) any material respect any conditions or agreements on Seller's part as required and all costs related to such debts’ early amortization will be borne entirely by the terms Sellers; (ii) the Sellers shall provide a certificate issued by the relevant bank to which the credit stands containing a statement on the exact amount, including but not limited to any related costs and expenses, required to fully amortize the relevant debt as on Closing Date (iii) such bank certificates will be included by the Sellers in the notice to be sent to Purchaser on April 15, 2004, together with any further information as described under Clause 2.6 and shall be taken into account in order to calculate the Price Adjustments pursuant to Clause 2.5. Additionally, the Sellers shall indemnify the Purchaser by means of a penalty in the amount of THIRTY MILLION DOLLARS USD 30,000,000 in case that, the Conditions Precedent above having been fulfilled, the Sellers breach their obligation to execute the Sale and Purchase which is the purpose of this Agreement. 5.1.2 There 9.8 In the event that the consents referred to in paragraph 9.3.(i) in relation to the transfer of the Oil Tankers have not been obtained by the Closing Date, but all the consents corresponding to the LNG Vessels have been granted, then either of the parties may elect that the transactions contemplated in this Agreement be completed with respect to the LNG Business, for a price of USD ONE HUNDRED AND SEVENTY MILLION (USD 170,000,000) to be adjusted in accordance with Clause 2.5. For the purposes of this Clause 9.8, the references contained in this Agreement to the Shipping Business shall be no change deemed to be made, mutatis mutandi, to the LNG Business. In this event, any reference made in this Agreement to the matters reflected in the Title ReportSellers shall be deemed to be made, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except mutatis mutandi, to NFT. As security for the Permitted Exceptions or matters Purchaser’s and the Sellers’ rights under this Clause 10.7, respectively, NFT hereby grants to be satisfied prior the Purchaser a Call Option (the “LNG Call Option”) and the Purchaser hereby grants to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty NFT a Put Option (30the “LNG Put Option”) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be means to purchase and sale all and only all the sole obligation NFT Subsidiaries Shares under the same terms and conditions, mutatis mutandi, of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowthis Agreement, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall means to acquire and transfer the LNG Business. The LNG Call Option will be the sole obligation exercised within a term of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) 15 business days after receiving Closing Date. The LNG Put Option will be exercised within a term of 15 days after the approved assumption from the Existing Lender, stating all expiration of the terms upon which Buyer shall term of exercise of the LNG Call Option. 9.9 In the event that the consents referred to in paragraph 9.3.(i) referred to the transfer of the LNG Vessels have not been obtained by the right to assume Closing Date, the Existing Loan, Purchaser may elect that the transactions contemplated in which to terminate this Agreement if be completed with respect to the terms LNG Business, for a price of the assumption are not acceptable USD ONE HUNDRED AND SEVENTY MILLION (USD 170,000,000) to Buyerbe adjusted in accordance with Clause 2.5. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) in this case, the Replacement Financing Loan Fees Purchaser shall indemnify the Sellers of any costs, expenses, losses and damages vis a vis the banks due to such lack of consent. For the purposes of this Clause 9.9, the references contained in this Agreement to the Shipping Business shall be credited deemed to be made, mutatis mutandi, to the LNG Business. In this event, any reference made in this Agreement to the Sellers shall be deemed to be made, mutatis mutandi, to NFT. As security for the Purchaser’s rights under this Clause 9.9, NFT hereby grants to the Purchaser a Call Option (on the “Second LNG Call Option”) as a dollar-for-dollar basis)means to purchase and sale all and only all the NFT Subsidiaries Shares under the same terms and conditions, mutatis mutandi, of this Agreement, as a means to acquire and transfer the LNG Business. The Second LNG Call Option will be exercised within a term of 15 business days after Closing Date.

Conditions Precedent to Closing. 5.1 10.1. The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof Effective Date and as of Close of Escrowthe Closing Date, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect that is material and adverse, as determined by Buyer, affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at Closing. 10.1.3. At Closing, the Title Company shall irrevocably commit to issue to Buyer an ALTA 2006 extended coverage Owner’s Policy of Title Insurance (“Title Policy”) insuring Buyer’s leasehold title to the Leasehold and fee simple title to the Improvements, for an amount equal to the Purchase Price, subject only to the Permitted Exceptions; provided, however, that the Title Company’s failure to issue such extended coverage Title Policy by reason of Buyer’s failure to obtain or update the Survey shall not constitute a failure of the condition described in this Section 10.1.3 as long as the Title Company irrevocably commits to issue a CLTA standard coverage Owner’s Policy of Title Insurance. 10.1.4. No later than five (5) Business Days prior to the Closing Date, Seller shall have obtained estoppel certificates (each a “Tenant Estoppel”) executed by Tenants consisting of not less than seventy percent (70%) of the leased rentable square footage of the Real Property and including all Tenants leasing three thousand (3,000) square feet or more (any such Tenant, a “Major Tenant”). Seller shall use commercially reasonable efforts to obtain the Tenant Estoppels. Each Tenant Estoppel shall be in a form substantially similar to Exhibit D attached hereto or such form required by the applicable Tenant Lease, and in addition, no later than three (3) Business Days prior to the date on Close which Seller intends to distribute the Tenant Estoppels to the Tenants for their completion and execution, Seller shall deliver the draft estoppel certificates to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld. Such Tenant Estoppels shall be consistent with the respective Tenant Lease, shall not reveal any material default by Seller and/or Tenant, any right to offset rent by the Tenant, or any claim of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least the same, and shall be dated no earlier than thirty (30) days prior to Close of EscrowClosing. 10.1.5. No later than five (5) Business Days prior to Closing, effective Seller shall have obtained an estoppel certificate as of Close of Escrowto each recorded declaration, reciprocal easement agreement or similar recorded title document which grants access to a public road and/or parking rights to the management agreement affecting the Property shall be terminated by Seller, to the extent such estoppel certificates are required to be delivered pursuant to the terms of each such recorded declaration, reciprocal easement agreement or similar recorded title document. If such estoppel certificates are not required to be delivered pursuant to the terms of any such recorded declaration, reciprocal easement agreement or similar recorded title document, Tenant shall use all commercially reasonable efforts to obtain the certificate with respect to any such recorded declaration, reciprocal easement agreement or similar recorded title document. The estoppel certificates required by the preceding sentence shall: (i) be executed by each party entitled to enforce such document; (ii) confirm that such document is in full force and effect and is unmodified except as revealed by the Preliminary Report; (iii) confirm that there are no material defaults by the Seller and/or the Real Property under such document; (iv) confirm that there are no outstanding and delinquent sums owed by the Seller that will not paid by Seller prior to the Closing; and (v) be dated no earlier than sixty (60) days prior to Closing. To Seller’s knowledge, neither Seller, nor any and all termination fees incurred as other party is in default under any recorded declaration, reciprocal easement agreement, or similar recorded title document which grants access to a result thereof shall be the sole obligation of public road and/or parking rights to Seller. 5.1.4 Unless 10.1.6. No later than five (5) Business Days prior to the Closing Date, Seller receives notice from shall have obtained estoppel certificates executed by the Ground Lessor under the Ground Lease on a commercially reasonable form to be provided by the Buyer at least prior to the expiration of the Due Diligence Period (the “Ground Lease Estoppel”). Such estoppel certificate shall be consistent with the Ground Lease, shall not reveal any default by any party thereto and shall be dated no earlier than thirty (30) days prior to Close Closing. Seller shall use commercially reasonable efforts to obtain the Ground Lease Estoppel. 10.1.7. No later than the expiration of Escrowthe Inspection Period, effective Seller shall have obtained written consent to the assignment of the Ground Lease to Buyer in a form reasonably acceptable to Buyer from the Ground Lessor. The conditions set forth in this Section 10.1 are solely for the benefit of Buyer and may be waived only by Buyer in writing, in Buyer’s sole and absolute discretion. At all times Buyer has the right to waive any condition by giving written notice of such waiver to Seller. Such waiver or waivers must be in writing to Seller. In the event of a failure to satisfy the conditions precedent set forth in this Section 10.1, Buyer may terminate this Agreement upon written notice to Seller, in which event the entire Deposit shall be promptly returned to Buyer and the parties shall have no further obligations, except those which expressly survive termination of this Agreement; provided, however, if such failure constitutes a breach or default of its covenants, representations or warranties Seller shall remain liable for such breach or default as otherwise set forth in this Agreement. 10.2. The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1. All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by SellerEffective Date, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall not have four (4) business days after receiving the approved assumption from the Existing Lenderon or prior to Closing, stating all of the terms upon which Buyer shall have the right failed to assume the Existing Loanmeet, comply with or perform in which to terminate this Agreement if any material respect any conditions or agreements on Buyer’s part as required by the terms of the assumption are not acceptable to Buyerthis Agreement. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The In addition to the satisfaction by Seller of the remaining obligations of Buyer pursuant Seller provided in this Agreement, Purchaser’s obligation to consummate this Agreement shall, at the option of Buyer, be is subject to satisfaction of all of the following conditions precedentconditions: 5.1.1 (a) On the Closing Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement. (b) All of the representations, representations and warranties and agreements of made by Seller set forth in this Agreement shall be materially true and correct in all material respects as of the date hereof Effective Date and as of Close of Escrowthe Closing Date. (c) On the Closing Date, and there shall exist no pending action, suit or proceeding with respect to Seller shall not have on or prior to Close of Escrowthe Property, failed to meetbefore any court or administrative agency, comply with or perform which (i) adversely affect the Property in any material respect or (ii) shall seek to restrain or prohibit, in whole or part, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby, other than any conditions or agreements on Seller's part as required of the foregoing that shall exist between Purchaser and Seller with respect to this Agreement and/or the transactions contemplated by the terms of this Agreement. 5.1.2 There (d) On or prior to the Closing Date, Seller shall have delivered to Purchaser the estoppel letter required by the Navistar Lease in the form set forth on Exhibit D attached to this Agreement, which estoppel letter (i) shall have been executed by Navistar, (ii) shall be dated no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least earlier than thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, Closing Date and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contractsiii) shall be terminated by Seller, and show no materially adverse matters or any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if matters inconsistent with the terms of the assumption are Navistar Lease in any materially adverse respect. (e) As of the Closing Date, Navistar shall not have (i) terminated, or given written notice of its intent to terminate, the Navistar Lease, pursuant to the terms thereof, or otherwise, or (ii) vacated, abandoned, ceased operations or filed for voluntary bankruptcy or be subject to an involuntary bankruptcy proceeding. (f) The Title Company shall issue (or shall be prepared and irrevocably and unconditionally committed to issue) the Title Policy, including, without limitation, a utility facilities endorsement acceptable to BuyerPurchaser. 5.1.6 Archon Financial (g) On or prior to the Closing Date, Seller shall have agreed delivered to Purchaser the Additional Estoppels (hereinafter defined), if any. (h) The Updated Survey shall confirm to Purchaser’s satisfaction that (i) Buyer shall have that portion of the right to obtain Land identified as “Parcel 3” on Exhibit A attached hereto (“Parcel 3”) is contiguous with that portion of the Replacement FinancingLand identified as “Parcel 2” on Exhibit A attached hereto (“Parcel 2”), on terms acceptable to Buyer, and (ii) that portion of the Replacement Financing Loan Fees Land identified as “Parcel 4” on Exhibit A attached hereto (“Parcel 4”) is contiguous with Parcel 3 and (iii) all utilities (including, without limitation, electric, gas, water and sewer) serving the Improvements are connected to public utility facilities through either or both of Parcel 3 and Parcel 4. If any condition specified in Paragraph 5.1(d), (f) or (g) is not satisfied on or before the Closing Date, either Purchaser or Seller may extend the Closing Date for a sufficient time (but not to exceed fifteen (15) days) within which to cure or satisfy such condition and if Seller elects to extend the Closing Date, Seller promptly shall commence prosecution of such cure or satisfaction and if any condition specified in any other provisions of this Paragraph 5.1 is not satisfied on or before the Closing Date, Purchaser may, at its option, and in its sole and absolute discretion, (a) extend the Closing Date to allow Seller a sufficient time (but not to exceed fifteen (15) days) within which to cure or satisfy such condition, (b) waive any such condition either at the time originally established for Closing or at any time on or before the 15th day thereafter and proceed to Closing without adjustment or abatement of the Purchase Price, or (c) terminate this Agreement by written notice thereof to Seller, whereupon the Xxxxxxx Money shall be credited returned to Purchaser and no party shall have any further obligation to the other hereunder, except as otherwise herein provided. In addition to (and notwithstanding) the foregoing, if the failure of the condition is due to a breach by Seller hereunder, Purchaser also shall be entitled to any other remedies to which Purchaser would be entitled under Section 8.1 of this Agreement. 5.2 In addition to the satisfaction by Purchaser of the remaining obligations of Purchaser provided in this Agreement, Seller’s obligation to consummate this Agreement is subject to satisfaction of all of the following conditions: (a) On the Closing Date, Purchaser shall not be in default in the performance of any covenant or agreement to be performed by Purchaser under this Agreement. (b) All representations and warranties made by Purchaser in this Agreement shall be materially true and correct as of the Effective Date and as of the Closing Date. (c) On the Closing Date, there shall exist no pending action, suit or proceeding with respect to Purchaser, before any court or administrative agency, which shall seek to restrain or prohibit, in whole or part, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated hereby, other than any of the foregoing that shall exist between Purchaser and Seller with respect to this Agreement and/or the transactions contemplated by this Agreement. If any condition specified in Paragraph 5.2 is not satisfied on or before the Closing Date, Seller may, at its option, and in its sole and absolute discretion, (a) waive any such condition and proceed to Closing without adjustment or abatement of the Purchase Price, or (b) terminate this Agreement by written notice thereof to Seller, whereupon the Xxxxxxx Money shall be returned to Purchaser and no party shall have any further obligation to the other hereunder, except as otherwise herein provided. Notwithstanding the foregoing, if the failure of the condition is due to a dollar-for-dollar basis)breach by Purchaser hereunder, Seller may pursue any of the remedies that may be available to Seller under Article 8 hereof with respect to such breach.

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowEffective Date, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless 10.1.3 Seller receives notice shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from Buyer at least thirty (30) days prior to Close tenants representing seventy percent of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated square feet which are leased and occupied by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective tenants as of the Close Effective Date. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of Escrow, all receipt of a copy of the Contracts (including executed estoppel certificate of its approval or disapproval and the Service Contracts) shall be terminated by Sellerbasis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and any and all termination fees incurred as Seller is unable to obtain a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented reasonably acceptable estoppel certificate prior to the assumption of the Existing Loan by BuyerClosing, on terms acceptable to Buyerthis Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have four (4) any further obligation to the other except Buyer's indemnification obligations under Paragraph 5. 10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Buyer shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer's part as required by the terms of this Agreement. 10.2.2 Seller shall have received approval of the sale from the board of directors of NNN 2003 Value Fund, LLC, a Delaware limited liability company, the parent company of the Seller, no later than fifteen business days after receiving full execution of this Agreement. If any such condition is not fully satisfied by closing, the approved assumption from party is whose favor the Existing Lendercondition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, stating all upon return of the terms upon which Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the right conditions precedent set forth in this paragraph, Seller may, within five (5) days of receipt of Buyer's Notices agree to assume satisfy the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on a dollar-for-dollar basis)canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 5.1 The following are conditions precedent to Buyer's obligation to purchase the Property (the "Conditions Precedent"). The Conditions Precedent are intended solely for the benefit of Buyer and may be waived only by Buyer in writing. In the event any condition precedent is not satisfied or waived by Buyer, Buyer may, in its sole and absolute discretion, terminate this Agreement at which point the Earnxxx Xxxey shall be returned to Buyer and, subject to the provisions of Paragraph 7, all obligations of Buyer pursuant to and Seller hereunder (except provisions of this Agreement shall, at the option agreement which recite that they survive termination) shall terminate and be of Buyer, be subject to the following conditions precedent:no further force or effect. 5.1.1 (a) All of the representations, Seller's representations and warranties and agreements of Seller set forth contained in this Agreement shall have been true and correct when made and shall be true and correct in all material respects as of the Closing Date. (b) The physical condition of the Property shall be substantially the same on the Closing Date as on the date hereof of Buyer's execution of this Agreement, except for reasonable wear and as tear and loss by casualty (subject to the provisions of Close Paragraph 13, below) and repairs, replacements and improvements made with Buyer's written approval (which approval shall not be unreasonably withheld). (c) As of Escrowthe Closing Date, there shall be no litigation or administrative agency or other governmental proceeding of any kind whatsoever, pending or threatened, which was not disclosed in writing to Buyer during the Due Diligence Period and which, after Closing would, in Buyer's reasonable discretion, materially adversely affect the value of the Property or the ability of Buyer to operate the Property in the manner in which it is currently being operated, and no proceedings shall be pending or threatened which would be likely to cause the redesignation or other modification of the zoning classification of, or of any building or environmental code requirements applicable to, any of the Property or any property adjacent to the Property. (d) Seller shall not have on deliver notices of termination at or prior to Close the Closing Date, at no cost or expense to Buyer, any and all Service Contracts or other agreements affecting the Property that are not Assumed Contracts. (e) Seller shall have fully complied with all of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of duties and obligations contained in this Agreement. 5.1.2 There (f) Seller shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters have delivered to be satisfied Buyer estoppel certificates ("Tenant Estoppels") within three (3) days prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least the Closing Date and dated effective no earlier than thirty (30) days prior to Close of Escrowthe Closing Date in a form substantially similar to Exhibit "L" attached hereto or in such other form as provided for in each applicable Lease, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty tenants occupying eighty-five percent (3085%) days prior to Close of Escrow, effective as of the Close of Escrow, all square footage of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)Improvements currently under

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowEffective Date, and Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2 There shall be no material adverse change in the matters reflected in the Title ReportCommitment, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless 10.1.3 Seller receives notice shall have obtained and delivered to Buyer estoppel certificates in substantially the same form as Exhibit F attached hereto and incorporated herein, from Tenants representing eighty-five percent (85%) of the square feet which are leased and occupied by Tenants as of the Effective Date. Prior to delivery to Tenants, Seller shall provide copies of all completed estoppel certificates to Buyer for review at least thirty four (304) days prior to Close of Escrow, effective as of Close of Escrow, delivery to any Tenant for review and execution. Buyer’s failure to review or respond to Seller regarding the management agreement affecting the Property completed estoppel certificates during such four (4)-day time period shall be terminated deemed approval of the completed estoppel certificates, and Seller shall be authorized to deliver such estoppel certificates to Tenants for execution; however, Buyer’s failure to review or comment on the completed estoppel certificates within such review period shall not be deemed an approval of the specific Tenant information reflected thereon or a waiver of any representations of Seller hereunder. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein which is inconsistent with the Leases, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Section 5. Notwithstanding the foregoing, if a Tenant’s Lease provides for a different standard for an estoppel certificate, compliance therewith by Seller shall be deemed to compliance herewith. 10.1.4 Escrow Holder shall be unconditionally prepared to issue the Title Policy in accordance with the terms of this Agreement and the Title Commitment. 10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and any and all termination fees incurred as a result thereof agreements of Buyer set forth in this Agreement shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective true and correct in all material respects as of the Close Effective Date, and Buyer shall not have on or prior to Closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of Escrow, all this Agreement. 10.2.2 Seller shall have received approval of the Contracts sale from all entities and/or individuals comprising Seller no later than fifteen (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (415) business days after receiving the approved assumption Effective Date. In the event Seller does not receive approval from all necessary entities, Seller shall reimburse Buyer for its direct, actual out-of-pocket costs and expenses relating to this transaction, not to exceed Fifty Thousand Dollars ($50,000). Buyer’s reimbursement request shall include detailed, paid invoices evidencing payment of such out-of-pocket costs actually incurred by Buyer. 10.3 If any such condition is not fully satisfied by Closing, the Existing Lenderparty in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, stating all of the terms upon which Due Diligence Items shall be returned, and the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, if Buyer notifies Seller of a failure to satisfy the right conditions precedent set forth in this Section, Seller may, within five (5) days after receipt of Buyer’s notice (the “Notice Period”) agree to assume satisfy the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition within an additional five (ii5) day period (the Replacement Financing Loan Fees “Extended Closing Date”). If Seller fails to agree to cure such condition during the Notice Period or fails to cure such condition by the Extended Closing Date, this Agreement shall be credited (on a dollar-for-dollar basis)canceled, the Deposit shall be returned to Buyer, the Due Diligence Items shall be returned to Seller and neither party shall have any further liability hereunder, except as expressly set forth in this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no material change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowclosing, effective as of Close of Escrowclosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerthereto. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan 9.5. If any such condition is not fully satisfied by Buyer, on terms acceptable to Buyerclosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, stating all and upon return of the terms upon which Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerany continuing obligations hereunder. 5.1.6 Archon Financial shall have agreed that 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of Buyer's Notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. If Buyer's acquisition of the Property is part of a dollartax-for-dollar basis)deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 8.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 8.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 Unless 8.3. Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting shall have operated the Property shall be terminated by Seller, from and any and all termination fees incurred after the date hereof in substantially the same manner as a result thereof shall be the sole obligation of Sellerprior thereto. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated 8.4. If any such condition is not fully satisfied by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyerclosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, stating all upon return of the terms upon which Due Diligence Items the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerany continuing obligations hereunder. 5.1.6 Archon Financial shall have agreed that 8.5. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of Buyer's Notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 8.6. If Buyer's acquisition of the Property is part of a dollartax-for-dollar basis)deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an Exchange Agreement between Buyer and Accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant Purchaser’s obligation to consummate the transactions contemplated by this Agreement is subject to satisfaction of all of the conditions set forth in this Article 4. Purchaser may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Purchaser of any of its rights or remedies nor release Seller from any of its liability under this Agreement or release Seller from any of its liability if Seller breaches any representation or warranty made by Seller in this Agreement. Satisfaction of such conditions shall not waive any representation or warranty made by Seller. 4.1 On or before 30 days after the Document Receipt Date, Purchaser shall, at in its sole discretion, have accepted the option of Buyerphysical, be subject to the following mechanical, title, environmental, leasing, economic and other existing and prospective conditions precedent: 5.1.1 All of the representationsSubject Property. In the event Purchaser has been diligently pursuing its investigation of the Subject Property but has been unable to complete it, warranties and agreements of Seller Purchaser may extend the period set forth above to 45 days after the Document Receipt Date upon written notice to Seller, which notice shall be provided no later than the 25th day after the Document Receipt Date. 4.2 On the Closing Date, Seller shall not be in default in the performance of any covenant or agreement to be performed by Seller under this Agreement and shall deliver the documents required in Article 9. 4.3 All representations and warranties made by Seller in this Agreement shall be true and correct in all material respects as of the date hereof and shall be true and correct in all material respects as of Close the Closing Date. 4.4 As of EscrowClosing, any of Chicago, First American or Ticor Title Insurance Company (the “Title Company”) (which Title Company shall be chosen by Purchaser in its sole discretion), shall be prepared to issue to Purchaser or its designee at Closing a 1970 ALTA Form B Extended Coverage Owner’s Title Policy acceptable to Purchaser in the amount of the Purchase Price naming Purchaser as proposed insured, which commitment shall obligate the Title Company to insure marketable fee simple title to the Subject Property and to issue an endorsement deleting all Schedule B printed general exceptions, an access endorsement, a 3.1 zoning endorsement (including the number and location of parking spaces), a survey endorsement, a contiguity endorsement, if appropriate, property tax number and such other title endorsements as Purchaser shall reasonably require. The title to the Subject Property shall be subject only to matters approved by Purchaser in writing within 10 days of the receipt of the title commitment, which shall be ordered by Purchaser within five days of receipt of Seller’s title information (the “Permitted Exceptions”). If the aforesaid title insurance commitment issued by the Title Company or survey hereinafter required show that title is not in the condition required by this Paragraph 4.4 within 20 days (the “Cure Period”) of notice to Seller, Seller shall remedy the defects of title shown thereon or to obtain title insurance at Seller’s sole cost and expense by the Title Company insuring over and against such defects and provide evidence satisfactory to Purchaser thereof. If Seller fails to remedy such defects or obtain such title insurance within such Cure Period, Purchaser shall have the option, exercisable within 10 days from the expiration of the Cure Period (a) to accept the status of the title subject to such title defects, with an appropriate reduction in the Purchase Price to compensate Purchaser for such defects (such amount not to exceed $50,000.00) and proceed with this Agreement, (b) to extend the Closing Date a reasonable period of time to give Seller an opportunity to comply with the terms hereof (at which time the options contained in this Paragraph 4.4 shall again be available to Purchaser), or (c) to give written notice to Seller of Purchaser’s election to terminate this Agreement in which event, this Agreement and the rights and obligations hereunder of the parties shall terminate, Purchaser shall receive a return of the Xxxxxxx Money, and Seller thereafter no party hereto shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required claim against another party hereto by the terms virtue of this Agreement. 5.1.2 There . If, however, the condition of title to the Subject Property is not such as is required by this Agreement hereof solely by reason of any mortgages, judgments, debts, security interests or other liens or obligations which were not created or incurred by acts of Purchaser, or those claiming by, through, or under Purchaser, and the amount of each of which is readily ascertainable and the aggregate amount of which is less than the Purchase Price, the transaction contemplated hereunder shall be no change in consummated by application of such portion of the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters Purchase Price as may be necessary to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation discharge such obligations of Seller. 5.1.4 Unless Seller receives notice from Buyer at 4.5 At least thirty (30) 15 days prior to Close Closing, Purchaser shall have received, at its expense, an ALTA/ACSM Survey, prepared by a surveyor licensed in the State of EscrowNew Hampshire and dated subsequent to the date of this Agreement, effective as certified in favor of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by SellerPurchaser, and any the Title Company depicting the Property, and all termination fees incurred as certifying, among other things, that the Subject Property is not located within a result thereof shall be the sole obligation of Sellerfederal or state flood plain or wetlands area. 5.1.5 The Existing Lender 4.6 Seller and Purchaser shall have consented to entered into the assumption of Lease (as defined herein) with the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms Lease automatically becoming effective upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to BuyerClosing. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 Within ten (10) days from the date of execution of this Contract, Seller shall submit to Purchaser, for Purchaser’s approval, the declaration of covenants, conditions and restrictions which Seller will adopt for the purpose of regulating development of the residential subdivision which will include the Subject Property as well as other property owned by Seller. This declaration must expressly provide that property subject to the declaration may be developed for time share use and that time share use is a permitted use thereunder. Purchaser shall have five (5) days from the date on which Seller provides Purchaser with a copy of the proposed declaration within which either to approve or disapprove the proposed declaration; if Purchaser approves the declaration, then Seller will record the declaration and provide Purchaser with a copy of the recorded declaration within five (5) days from the date on which Purchaser notifies Seller in writing that Purchaser has approved the declaration. If Purchaser does not approve Seller’s proposed declaration, then Purchaser may terminate this Contract by written notice to Seller at any time prior to the expiration of the Inspection Period, whereupon this Contract shall be cancelled, the xxxxxxx money (less $100.00) shall be returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. Within forty-five (45) days from the date of execution of this Contract, Purchaser shall submit to Seller for Seller’s approval Purchaser’s plans for development of a time share project at the Subject Property. Purchaser’s plans shall include a site plan, grading and drainage plans, landscaping plans, plans for access to and from the Subject Property, and plans for the exterior appearance, color and texture of any buildings to be constructed on the Subject Property. If for any reason Seller has not approved Purchaser’s plans prior to the expiration of the Inspection Period, then Purchaser may terminate this Contract by written notice to Seller, whereupon this Contract shall be cancelled, the xxxxxxx money (less $100.00) shall be returned to Purchaser by the Title Company, and thereafter neither Seller nor Purchaser shall have any continuing obligations one unto the other. The obligations obligation of Buyer pursuant Purchaser to close this Agreement Contract shall, at the option of BuyerPurchaser, be subject to the following additional conditions precedent: 5.1.1 a. All of the representations, warranties and agreements of Seller set forth in this Agreement Contract shall be true and correct in all material respects as of the date hereof and as of Close of Escrowat each closing, and Seller shall not have on or prior to Close of Escroweach closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this AgreementContract. 5.1.2 b. There shall be no change in the matters reflected in the Title ReportCommitment, and there shall not exist any encumbrance or title defect affecting the Subject Property not described in the Title Report Commitment except for the Permitted Exceptions or matters to be satisfied prior to or on Close of EscrowExceptions. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property c. There shall be terminated by Sellerno changes in the matters reflected in the Survey, and there shall not exist any easement, right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion with respect to the Subject Property not shown on the Survey. d. No material and all termination fees incurred as a result thereof substantial change shall have occurred with respect to the Subject Property which would in any way affect the findings made in the inspection of the Subject Property described in Article VI hereinabove. If any such condition is not fully satisfied at the time of each closing hereunder, Purchaser may terminate this Contract by written notice to Seller whereupon this Contract shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrowcancelled, all of the Contracts xxxxxxx money (including the Service Contractsless $100.00) shall be terminated by Sellerreturned to the Purchaser, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender thereafter neither Seller nor Purchaser shall have consented to any continuing obligations one unto the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerother. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of unless expressly waived by Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowclosing, effective as of Close of Escrowclosing, the all management agreement and brokerage agreements affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives shall have operated and maintained the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice from to Seller whereupon this Agreement may be canceled, upon return of the Due Diligence Items the full Deposit shall be paid to Buyer at least thirty and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder. 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (305) days prior of receipt of Buyer's Notices agree to satisfy the condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be canceled and the full Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. Because Buyer's acquisition of the Property is intended to be part of a tax-deferred exchange pursuant to Section 1031 of the Code, Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow, effective as Escrow are incurred unless mutually agreed upon by all parties to this Agreement. 9.8. It shall be a condition precedent to Buyer's obligation to close that Buyer shall not have terminated this Agreement because of the Close inability of EscrowBuyer to secure Acceptable Financing (hereafter defined) within the Financing Contingency Period (hereafter defined). Buyer shall diligently endeavor to secure Acceptable Financing (hereafter defined) during the period which ends December 19, 2005 (the "Financing Contingency Period"). For purposes of this Section, "Acceptable Financing" shall mean a loan in an amount no less than 70% loan to value, with an interest rate of no more than 7%, amortized over no less than 20 years, with no more than a 1% origination fee. If Buyer is unable to secure a commitment for Acceptable Financing within the Financing Contingency Period, Buyer may, within the Financing Contingency Period, terminate this Agreement, in which case the full Deposit shall be refunded to Buyer. In the event Buyer terminates the Agreement during the extended Financing Contingency Period, all of the Contracts (including the Service Contracts) Deposit shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable refunded to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowClosing, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title ReportInformation Documents , and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report Information Documents except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of EscrowClosing, effective as of Close of EscrowClosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerthereto. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan 9.5. If any such condition is not fully satisfied by Buyer, on terms acceptable to BuyerClosing, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderso notify Seller and may terminate this Agreement by written notice to Seller whereupon this Agreement may be canceled, stating all upon return of the terms upon which Due Diligence Items, the Deposit shall be paid to Buyer and, thereafter, neither Seller nor Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerany continuing obligations hereunder. 5.1.6 Archon Financial shall have agreed that 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of Buyer’s notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing date, this Agreement shall be credited (on canceled and the Deposit shall be returned to Buyer and neither party shall have any further liability hereunder. 9.7. Seller agrees to cooperate and execute such documents or instruments as may be necessary or appropriate to allow Buyer to complete a dollartax-for-dollar basis)deferred exchange pursuant to Section 1031 of the IRS Code and Seller’s cooperation in such regard, shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1. All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowthe Closing Date, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2. There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 9.3. Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrowclosing, effective as of Close of Escrowclosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4. Seller receives shall have operated the Property from and after the date hereof in substantially the same manner as prior thereto. 9.5. If any such condition is not fully satisfied by closing, Buyer shall so notify Seller and may terminate this Agreement by written notice from Buyer at least thirty (30) days prior to Close of EscrowSeller, effective as of whereupon the Close of EscrowDue Diligence Items will be promptly returned to Seller, all of the Contracts (including the Service Contracts) Refundable Deposit shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable paid to Buyer, the Nonrefundable Deposit shall be retained by Seller and, thereafter, neither Seller nor Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lenderany continuing obligations hereunder, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyerexcept as otherwise expressly provided herein. 5.1.6 Archon Financial shall have agreed that 9.6. If Buyer notifies Seller of a failure to satisfy the conditions precedent set forth in this paragraph, Seller may, within five (i5) Buyer shall have days of receipt of such notices agree to satisfy the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and (ii) Buyer shall thereupon be obligated to close the Replacement Financing Loan Fees transaction provided Seller so satisfies such condition. If Seller fails to agree to cure or fails to cure such condition by the Closing Date, this Agreement shall be credited (on canceled, whereupon the Due Diligence Items will be promptly returned to Seller, the Refundable Deposit shall be returned to Buyer, the Nonrefundable Deposit shall be retained by Seller and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder, except as otherwise expressly provided herein. 9.7. If Buyer's acquisition of the Property is part of a dollartax-for-dollar basis)deferred exchange pursuant to Section 1031 of the Code, it is a condition precedent to the closing of this Escrow that Buyer is able to complete an exchange for all or a portion of its relinquished property pursuant to an exchange agreement between Buyer and its accommodator. Seller agrees to execute such documents or instruments as may be necessary or appropriate to evidence such exchange, provided that Seller's cooperation in such regard shall be at no additional cost, expense, or liability whatsoever to Seller, and that no additional delays in the scheduled Close of Escrow are incurred unless mutually agreed upon by all parties to this Agreement.

Conditions Precedent to Closing. 5.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 9.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of Escrowhereof, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by the terms of this Agreement. 5.1.2 9.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat closing. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective 9.3 Effective as of Close of Escrowclosing, the management agreement affecting the Property shall be terminated by Seller, Seller and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless 9.4 Seller receives notice shall have operated the Property from Buyer at least thirty (30) days and after the date hereof in substantially the same manner as prior to Close of Escrow, effective as of thereto. 9.5 On the Close of Escrow, all neither Seller nor any Major Tenant (as hereinafter defined) shall have filed a petition under any section of the Contracts (including Bankruptcy Code, as amended, or under any similar law or statute of the Service Contracts) United States or any State thereof, nor shall Seller or any Major Tenant have been adjudged bankrupt or insolvent, nor shall any rearrangement of its debts have been requested by Seller or any Major Tenant; neither Seller nor any Major Tenant shall be terminated by Seller, insolvent and no receiver or trustee shall have been appointed for Seller or any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption 's assets, or for any Major Tenant or any of the Existing Loan by Buyerassets of a Major Tenant. For purposes hereof, on terms acceptable to Buyerthe term "Major Tenant" shall mean HEB, Buyer shall have four (4) business days after receiving the approved assumption from the Existing LenderBeall's, stating all of the terms upon which Buyer shall have the right to assume the Existing LoanTuesday Morning, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement FinancingChristian Faith Center, on terms acceptable to BuyerThe Xxxxxxxxx Co., and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)Taco Cabana,

Conditions Precedent to Closing. 5.1 The closing of the transaction contemplated by this Agreement and all the obligations of Buyer pursuant to Purchaser under this Agreement shall, at the option of Buyer, be are subject to fulfillment, on or before the Closing Date, of the following conditions precedent:precedent (“Conditions Precedent”): 5.1.1 All a. The status and marketability of title shall have been established to Purchaser's satisfaction in accordance with Section 3. b. Purchaser shall have successfully closed on the representations, warranties transactions contemplated by the Asset Purchase Agreement. c. Seller and agreements of Seller Classic shall have executed the Termination Agreement related to the Lease as set forth in this the Asset Purchase Agreement and delivered a copy of the same to Purchaser. d. Purchaser shall be true satisfied with the results of Purchaser’s Inspections of the Property, in Purchaser’s sole discretion. e. The condition of the Property, the Personal Property, and the Improvements shall be acceptable to Purchaser upon inspection by Purchaser on the day prior to the Closing Date. f. The representations and warranties made by Seller in Section 8 shall be correct in all material respects as of the date hereof Closing Date with the same force and effect as if such representations and warranties were made at such time. g. Any assignee of Close Purchaser shall have executed a resolution authorizing and approving the purchase of Escrow, and Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part the Property as required evidenced by the terms of this Agreement. 5.1.2 There h. Purchaser shall be no change in the matters reflected in the Title Reporthave received all necessary governmental and other approvals, licenses, and there permits for Purchaser’s intended use and operation of the Property as an adult entertainment business serving alcohol. i. Purchaser shall not exist any encumbrance or title defect have obtained a current letter from the zoning and planning department of the City of Minneapolis setting forth the zoning code affecting the Property and stating that the Property is in conformity with all applicable zoning, building and subdivision laws. Purchaser may acknowledge satisfaction or waiver of any of the Conditions Precedent, only by delivering written notice of satisfaction or waiver to Seller on or before the close of business on the last day of the Inspection Period. If Purchaser does not described acknowledge in writing the Title Report except for satisfaction of the Permitted Exceptions Conditions Precedent (or matters otherwise waive the same in writing) on or before the close of business on the last day of the Inspection Period then, this Agreement shall automatically be deemed to be satisfied prior to or on Close terminated, without action required of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of Close of Escroweither party, the management agreement affecting the Property shall be terminated by Seller, and any Xxxxxxx Money (and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contractsaccrued interest) shall be terminated by Sellerreturned to Purchaser, and Purchaser and Seller shall thereafter be released from any and all termination fees incurred as a result thereof shall be the sole liability or obligation of Sellerhereunder. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 The obligations of Buyer Buyer's obligation to close pursuant to this Agreement shall, at Contract is conditioned on the option of Buyer, be subject to the following conditions precedentfollowing: 5.1.1 A. No material adverse change in the condition of the Property shall have occurred since the date of this Contract. B. As of closing, there shall be no governmental prohibition (including zoning restrictions or conditions) that prevents Buyer from receiving building permits for construction of the intended improvements. C. As of the closing, there shall be no (i) leases or other occupancy agreements, or (ii) contracts for labor or service that affect the Property. D. All of the representationsSeller's covenants and obligations contained in this Contract shall have been performed by Seller, and all of Seller's warranties and agreements of Seller set forth in this Agreement representations are true and correct and shall be true and correct in all at closing. E. No condemnation proceedings or any other matters which might have a material respects as adverse effect on the value of the date hereof Property shall be pending or threatened against the Property at the closing. F. Any and as all permits, licenses, or qualifications from any Federal, State or other local governmental agencies having jurisdiction over the Property, required for the development of Close the Property and construction of EscrowBuyer's model homes shall be obtained or obtainable. G. Seller gives to Buyer evidence that its development loan financing is in a position to be funded and that the District Bonds have been sold and the proceeds thereof are available to pay for the subdivision improvements required to be constructed in accordance with paragraph 40 hereof. H. Water and sewer shall be available to the Property pursuant to an agreement with the governmental agencies having jurisdiction and all other utilities shall be available to the Property. If any of the conditions precedent to Buyer's obligation have not been satisfied, and Buyer may cancel this Agreement by notifying Seller (unless Seller shall not have on or prior to Close of Escrow, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's part as required by satisfy the terms of this Agreement. 5.1.2 There shall be no change in the matters reflected in the Title Report, and there shall not exist any encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrow. 5.1.3 Unless Seller receives notice from Buyer at least condition precedent within thirty (30) days prior after such notice), in which event Seller shall return the Deposit to Close Buyer. Buyer may waive, at Buyer's option and in Buyer's sole discretion, any of Escrowthe conditions precedent to Buyer's obligation to close. ROYAL PALM BEACH COLONY, effective LIMITED PARTNERSHIP Date signed: By: s/sRandy Rieger August 12, 1996 --------------- Randy Rieger, as Authorized Agent of Close of EscrowXxein Management Company, the management agreement affecting the Property shall be terminated by SellerInc., and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty Managing General Partner LENNAR HOMES, INC. Date signed: By: /s/Tom Herman August 9, 1996 ------------- Tom Herman Vice President EXHIBIT (30h) days prior to Close of EscrowFIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT, effective dated as of the Close 26th day of EscrowJune, all of 1995 (the Contracts "Amendment"), is made by and between Royal Palm Beach Colony, Limited partnership, a Delaware Limited Partnership (including the Service Contracts) shall be terminated by Sellerhereinafter referred to as "BORROWER"), and any and all termination fees incurred as a result thereof shall be the sole obligation Union Bank of SellerFlorida ("Bank" or "Lender"). 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowEffective Date, and Seller shall not have on or prior to Close of Escrowclosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied prior to or on Close of Escrowat Closing. 5.1.3 Unless 10.1.3 Seller receives notice from Buyer at least thirty shall, no less than four (304) days prior to Close the Closing, deliver to Buyer estoppel certificates for tenants representing seventy-five percent (75%) of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated square feet which are leased by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective tenants as of the Close Effective Date (“Estoppel Threshold”), which shall include Tenant Estoppels (as defined herein) for Titan, St. Paul’s and Verizon or their respective successors or assigns. Seller shall, pre-closing, cooperate with Buyer in obtaining, but shall not be obligated to obtain, any subordination, non-disturbance and attornment agreement requested by Buyer’s Lender, in the form of EscrowExhibit J attached hereto and incorporated herein by this reference, all for any lease that does not contain automatic subordination language. All estoppel certificates shall be substantially in the form which such tenants are required to provide pursuant to the terms of each tenant’s respective lease, or, at Seller’s option, in the form of Exhibit G attached hereto and incorporated herein by this reference (“Tenant Estoppel”). Seller, in its sole discretion, will add commercially reasonable content to the Tenant Estoppel, as requested, to satisfy Buyer’s lender. For purposes of the Contracts (including foregoing sentence, the Service Contracts) determination of “commercially reasonable content” shall be terminated determined by Seller, and any and all termination fees incurred as a result thereof Seller in its sole discretion. Seller shall have no liability or responsibility for the information set forth in the estoppel certificates delivered by the tenants. Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose materially adverse matters and/or are inconsistent with the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented documents delivered pursuant to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Section 4.1.10. Buyer shall have notify Seller within four (4) business days after receiving the approved assumption from the Existing Lender, stating all of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, but in no event later than fifteen (15) days after Buyer’s disapproval of same, this Agreement shall terminate, Buyer shall receive a refund of the Deposit and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. 10.2 The obligations of Seller under this Agreement shall, at the option of Seller, be subject to the following conditions precedent: 10.2.1 All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true and correct in all material respects as of the Effective Date, and Seller shall not have on or prior to closing, failed to meet, comply with or perform in any material respect any conditions or agreements on Buyer’s part as required by the terms of this Agreement. 10.2.2 Seller shall have received approval of the Sale from all entities comprising Seller not later than twenty (20) business days following the Effective Date. Upon receipt of such approval, Seller shall immediately notify Buyer of such approval in writing (“Seller’s 10.2.2 Approval”). In the event Seller shall not receive such approval, Seller shall provide Buyer with written notice of such non-approval (“Seller’s 10.2.2 Notice”), terminate the Agreement, and, notwithstanding Section 2.1.1 of this Agreement, return the Deposit to Buyer within two (2) business days after Seller’s 10. 2.2 Notice, and neither party shall have any further obligations to the other hereunder except Buyer’s indemnification under Section 5. If any such condition is not fully satisfied by Closing, the party in whose favor the condition runs shall notify the other party and may terminate this Agreement by written notice whereupon this Agreement may be canceled, upon which return of the Due Diligence Items and, thereafter, neither Seller nor Buyer shall have any continuing obligations hereunder; provided, however, that if Buyer notifies Seller of a failure to satisfy the right conditions precedent set forth in Section 10.1, Seller may, within ten (10) days of receipt of Buyer’s notice agree to assume satisfy the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable condition by written notice to Buyer, and Buyer shall thereupon be obligated to close the transaction provided Seller so satisfies such condition. Closing may be delayed by Seller for up to ten (ii10) the Replacement Financing Loan Fees days after Seller’s receipt of Buyer’s notice to allow Seller time to satisfy such conditions. If Seller fails to timely cure any condition set forth in Section 10.1, this Agreement shall be credited (on canceled, Buyer shall receive a dollar-for-dollar basis)refund of the Deposit and neither party shall have any further liability hereunder.

Conditions Precedent to Closing. 5.1 10.1 The obligations of Buyer pursuant to this Agreement shall, at the option of Buyer, be subject to the following conditions precedent: 5.1.1 10.1.1 All of the representations, warranties and agreements of Seller set forth in this Agreement shall be true and correct in all material respects as of the date hereof and as of Close of EscrowEffective Date. Further, and no Material Adverse Change shall have occurred prior to Closing with regard to the Seller’s representations. Seller shall not have on or prior to Close of EscrowClosing, failed to meet, comply with or perform in any material respect any conditions or agreements on Seller's ’s part as required by the terms of this Agreement. 5.1.2 10.1.2 There shall be no material adverse change in the matters reflected in the Title Report, and there shall not exist any material adverse encumbrance or title defect affecting the Property not described in the Title Report except for the Permitted Exceptions or matters to be satisfied at Closing, and Title Company shall be unconditionally committed to issue at Closing a Title Policy insuring fee simple and leasehold title vested in Buyer, with coverage in the full amount of the Purchase Price and showing only those exceptions to title which are approved or deemed approved by Buyer as specifically set forth herein, it being acknowledged that due to the amount of coverage required hereunder, Buyer may elect by written notice delivered to Seller and Title Company prior to Closing, to require co-insurance with up to two (2) additional title companies having comparable financial strength to Title Company provided that any such co-insurance arrangement shall not delay Closing or on Close of Escrowresult in any additional cost to Seller. 5.1.3 Unless 10.1.3 Seller receives notice shall have obtained and delivered to Buyer estoppel certificates, in accordance with their respective Leases, from tenants representing seventy-five percent (75%) of the square feet which are leased and occupied by tenants as of the Effective Date, which shall include, at a minimum, estoppels from the following “Major Tenants”: Comerica, City of San Diego, TNS Market Development, Embassy CES, Akonix Systems and Lxxxxxxx Fxxxx (collectively, the “Estoppel Delivery [FINAL EXECUTION COPY] 24 Condition”). Estoppel certificates shall be deemed to satisfy this condition precedent unless they disclose material adverse matters. Buyer shall notify Seller within three (3) business days of receipt of a copy of the executed estoppel certificate of its approval or disapproval and the basis of such disapproval, if disapproved and Seller shall use commercially reasonable efforts to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing.. If Buyer disapproves of an estoppel certificate because of a material, adverse matter disclosed therein, and Seller is unable to obtain a reasonably acceptable estoppel certificate prior to the Closing, then, at least Buyer’s election, this Agreement shall terminate, Buyer shall be entitled to a refund of the Deposit, and neither party shall have any further obligation to the other except Buyer’s indemnification obligations under Paragraph 5. If Buyer has not received the required amount of estoppels to satisfy the Estoppel Delivery Condition by the date which is three (3) business days prior to Closing, then Seller or Buyer shall be permitted to extend the Closing Date until five (5) days after the receipt of all such estoppels, to permit Seller to secure such estoppels to meet the Estoppel Delivery Condition, but in no event shall Seller extend Closing by more than thirty (30) days prior to Close of Escrow, effective as of Close of Escrow, the management agreement affecting the Property shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Sellerdays. 5.1.4 Unless Seller receives notice from Buyer at least thirty (30) days prior to Close of Escrow, effective as of the Close of Escrow, all of the Contracts (including the Service Contracts) shall be terminated by Seller, and any and all termination fees incurred as a result thereof shall be the sole obligation of Seller. 5.1.5 The Existing Lender shall have consented to the assumption of the Existing Loan by Buyer, on terms acceptable to Buyer, Buyer shall have four (4) business days after receiving the approved assumption from the Existing Lender, stating all of the terms upon which Buyer shall have the right to assume the Existing Loan, in which to terminate this Agreement if the terms of the assumption are not acceptable to Buyer. 5.1.6 Archon Financial shall have agreed that (i) Buyer shall have the right to obtain the Replacement Financing, on terms acceptable to Buyer, and (ii) the Replacement Financing Loan Fees shall be credited (on a dollar-for-dollar basis)