Common use of Seller’s Representations and Warranties Clause in Contracts

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller hereby represents and warrants toto Parent, and covenants withagrees, Purchaser that that: 5.1 Hercules is the following matters are exclusive legal and shall be true as beneficial owner of the date of execution of this Contract Obligations and as the Loan Documents. HTI is the exclusive legal and beneficial owner of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenantHTI Warrant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. Seller Documents (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights ) is currently assigned to, subordinated to or subjected to any other security interest in favor of any person or entity. 5.2 Seller has delivered true and complete copies of the parties with respect Seller Documents to Parent on or prior to the date hereof. 5.3 Seller does not have any right, title or interest in or to any pending warrants to purchase any common stock or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 other equity interest in any of this ContractBorrowers except for the HTI Warrant. (k) In the event that 5.4 Seller is comprised of a land trust and a beneficiary thereofhas all right, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power power, legal capacity, and authority to execute and cause the consummation deliver this Agreement and to perform its obligations hereunder and under each other agreement that Seller may execute and deliver in connection herewith. 5.5 The execution, delivery and performance of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents Agreement and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contracttransactions contemplated by this Agreement do not and will not: (a) violate any Laws presently in effect having applicability to Seller or any property of Seller; (b) result in a breach or constitute a default under any agreement to which Seller is subject; or (c) require any Permits. 5.6 This Agreement constitutes the legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms and is entered into voluntarily by all parties. In either eventThe transaction represented hereby is an arms-length transaction. 5.7 As of the date of this Agreement, the outstanding Obligations are set forth on Schedule 1 of this Agreement. 5.8 Seller representshas (a) given written instructions to any financial institution subject to agreements that (i) require automatic or other account sweep arrangements whereby funds of the Borrowers are transferred to accounts owned or controlled by the Seller and/or that (ii) restrict the Borrowers’ withdrawal rights with respect to any of their accounts, warrants and covenants in each case that there such automatic sweeps shall be no change in suspended and that the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances Borrowers shall have withdrawal rights with respect to the Projectaccounts subject to such agreements, and (b) the Borrowers and each such financial institution has acknowledged and agreed to such instructions in writing. (l) Seller represents5.9 Except as expressly provided in this Section 5, Parent acknowledges that the Sale is without representation, recourse or warranty, expressed or implied. In particular, but does not warrant, that, except as otherwise provided in Exhibit "H" attached heretowithout limitation, Seller has not been advised makes no representation or warranty and assumes no responsibility with respect to (a) any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, perfection, priority, genuineness, sufficiency or value of and is not aware of the Loan Documents, any defect in other instrument or document furnished pursuant to the Loan Document or any lien or other interest granted under any Loan Document (including the Collateral), (b) title to, value, nature, extent or condition of the ProjectCollateral, (c) the financial condition of the Borrowers or any guarantor of the Obligations, or the performance or observance by the Borrowers or any portion thereof, which has not been corrected or which will impair the operation guarantor of the Project. To Obligations of any of their respective obligations under the best of Seller's knowledge without Loan Documents or any obligation on other instrument or document furnished pursuant thereto or (d) any credit decisions made by the part of Seller with respect to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein Borrowers or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project Loan Documents and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")transactions contemplated thereby. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true to Buyer as of the date of execution of this Contract hereof and as the Closing Date that: 4.1.1 Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Closing Date:state of Louisiana, and is duly qualified to carry on its business in Louisiana, and in the Outer Continental Shelf of the Gulf of Mexico. 4.1.2 Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the transactions contemplated by this Agreement will not violate, nor be in conflict with (i) any provision of its articles of incorporation, bylaws or other governing documents, (ii) to Seller's knowledge, any judgment, decree, order, statute, rule, or regulation applicable to Seller, or (iii) any agreement or instrument to which Seller is a party or by which Seller is bound except those relating to (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any preferential right to renew purchase all or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. Assets, (b) None of the Leases required consents to transfer and none of the rents related provisions, and (c) any other third-party approvals or other amounts payable thereunder have been assignedconsents contemplated herein or in any judgment, pledgeddecree, order, statute, rule, or encumbered except regulation applicable to the first mortgage lender; any such assignmentSeller. 4.1.3 This Agreement constitutes, pledge or encumbrance will and all documents and instruments required hereunder to be released executed and delivered by Seller at or prior to Closing unless Purchaser takes title to the Project constitute, legal, valid and binding obligations of Seller in accordance with their respective terms, subject to such mortgage as provided elsewhere in this Contract. applicable bankruptcy and other similar laws of general application with respect to creditors. 4.1.4 There are no valid claims of offset bankruptcy, reorganization or defenses receivership proceedings pending, being contemplated by, or to the payment actual knowledge of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the LeasesSeller threatened against Seller. (c) 4.1.5 Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-set out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 ", there exist no pending suits or proceedings against Seller or affecting the Assets and Seller has received no written notification of this Contract. (k) In any claim or investigation which could have a material and adverse effect upon the event that Seller is comprised of a land trust and a beneficiary Assets or the value or operation thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without no such suits or proceedings, claims or investigations are threatened or contemplated. 4.1.6 Seller is not a non-resident, alien, foreign corporation, foreign partnership, or foreign estate as those terms are defined in the Code and applicable income tax regulations. 4.1.7 To Seller's knowledge, as of the Effective Time, Seller has not violated any obligation applicable laws or statutes, or any applicable regulations, rules or orders promulgated by the Federal Energy Regulatory Commission, the MMS, the BLM, the SMB, the DOC, the DEQ or any other federal or state regulatory agencies, or any of their predecessor agencies, which would have a material and adverse effect upon the value of the Assets or the production of Hydrocarbons from the Assets. 4.1.8 To Seller's knowledge, all of the wellx xxxlled by Seller have been drilled, completed and operated within the boundaries of the Leases or within the limits otherwise permitted by contract, pooling or unit agreement, and by law and in compliance with all applicable rules, regulations, permits, judgments, orders and decrees of any court or the federal and state regulatory authorities having jurisdiction thereof. 4.1.9 To Seller's knowledge (i) all contracts or agreements which are included on Exhibits "A-1" or "A-2" and which materially affect the part right of Seller to investigateown and operate the Assets which have not previously expired or been terminated by mutual agreement are in full force and effect, there and (ii) neither Seller nor any other party to any such material agreement has given, or threatened to give, written notice of any action to cancel, rescind or procure a judicial reformation of any such contract or agreement or any provision thereof. 4.1.10 Prior to Closing, Seller shall have made available to Buyer for inspection all material governmental permits in the possession of Seller affecting or relating to the Assets and any governmental permits in the possession of Seller affecting or relating to the Assets which are requested in writing by Buyer fifteen (15) days prior to Closing. 4.1.11 To Seller's knowledge, Seller's operation of the Assets is not the subject of any pending regulatory compliance or enforcement actions. 4.1.12 Except with respect to the severance tax and royalty litigation involving the State of Louisiana listed on Exhibit "G", to Seller's knowledge, no asbestosfact or circumstance exists which would preclude or inhibit approval of Seller's assignment of the Assets to the Buyer by the SMB, BLM or MMS. 4.1.13 Except for files and other information that would reasonably be considered as confidential, privileged or proprietary, and subject to the destruction of documents pursuant to Seller's standard record-retention policies, to Seller's knowledge, all files relating to the Assets in the possession of Seller shall have been made available to Buyer for Buyer's review prior to Closing. 4.1.14 Except as reflected in the documents and agreements listed in Exhibits "A-1" or "A-2", to Seller's knowledge, (i) no amount of Seller's Hydrocarbons produced from the Assets and marketed by others is subject to a sales or processing contract (except for contracts terminable without penalty by Seller on notice or not more than thirty days after notice), and no person has any call upon, option to purchase or similar rights under any agreement with respect to the Assets or to the production therefrom, (ii) Seller has not in any respect collected, nor will Seller in any respect collect, any proceeds from the sale of Hydrocarbons produced from the Assets that are subject to refund by Buyer, and (iii) Seller has not been nor will Seller be obligated by virtue of any prepayment made under any gas transportation, production sales contract or any other contract containing a "take-or-pay" clause, or under any gas balancing, deferred production or similar arrangement to deliver oil, gas or other minerals produced from or allocated to any of the Assets at some future time without receiving full payment therefor at the time of delivery. 4.1.15 To Seller's knowledge, during the period of Seller's ownership of the Assets all ad valorem, property, production, excise, severance, windfall profit and similar taxes and assessments payable with respect to the Assets and based on or measured by the ownership of property or the production or removal of Hydrocarbons or the receipt of proceeds therefrom have been and will be timely paid as of the Effective Time in all respects. However, the State of Louisiana has asserted severance tax claims in the litigation reflected on Exhibit "G".

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true to Buyer as of the date of execution of this Contract and as of the Closing Datefollows: (a) The leases delivered to Purchaser during Seller is duly incorporated, validly existing, and in good standing under the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion laws of the Project other than as set forth State of California and has full power and authority to execute, deliver, and perform its obligations under this Agreement and all instruments required to be delivered by Buyer hereunder. All requisite authorizing action has been taken by Buyer in connection with the Leasesexecution and delivery of this Agreement and the consummation of this transaction. (b) None The execution, delivery and performance of this Agreement by Seller will not (1) violate or conflict with Buyer’s corporate power or authority, (ii) to Seller’s knowledge, constitute a violation of any law, regulation, order, writ, judgment, injunction, or decree applicable to Seller, or (iii) to Seller’s knowledge, conflict with, or result in the breach of the Leases and none of the rents provisions of, or constitute a default under, any material agreement, license, permit, or other amounts payable thereunder have been assigned, pledged, instrument to which Seller is a party or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesbound. (c) Except as otherwise provided in Exhibit "C" attached heretodisclosed herein, no brokerage or leasing commissionsthere is neither pending nor, management fees or other compensation are due or payable to any personSeller’s knowledge, firmthreatened against Seller, corporationthe Property, or other entity with respect to any part thereof any legal action, arbitration, administrative proceeding before any governmental authority, or investigation that could (i) have a material adverse effect on account of any Buyer or upon the use, value or operation of the Leases Property following the Closing, or any extensions (ii) enjoin or renewals thereof. Any such commissions, fees restrict the right or other compensation as are identified on Exhibit "C" shall remain the obligation ability of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of perform its obligations.under this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingAgreement. (d) No tenant or other occupant under Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, to Seller’s knowledge, Seller has received no written notification from any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire governmental authority (i) that the Property or any portion thereofpart thereof is in violation of any applicable law, ordinance, rule, regulation, or judicial or administrative order or ruling, or (ii) that the condemnation of the Property is contemplated or being considered. (e) Except as otherwise provided disclosed herein, to Seller’s knowledge, Seller has received no notice during Seller’s period of ownership that there are parties that may claim to adversely possess or have any possessory rights in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each any part of the Leases, and all of the other obligations of the landlord thereunder which are required Property being sold to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant WorkBuyer. (f) The Rent Roll Except as disclosed in the Agreement for Environmental Conditions and as disclosed herein, (i) to Seller’s knowledge, there is no Environmental Condition on the updates thereof Property or facts or circumstances relating to the Property that would reasonably be expected to form the basis for the assertion of any claim against the Seller under any Environmental Laws (including at the time of Closingdefined below), or (ii) Seller has not entered into, agreed to or to Seller’s knowledge, been subjected to any consent, decree, judgment or order under any Environmental Laws, relating to compliance with, or cleanup of Hazardous Materials under any Environmental Laws (as those terms are and shall be true and correct defined in all material respectsthe Agreement for Environmental Conditions). (g) The statements of income and expense for Seller is not a foreign person or entity, as described in the Project that are to be furnished hereunder accurately represent the operations Foreign Investments in Real Property Tax Act, Section 1445 of the Project for periods covered thereby and are and will be true and correct in all material respectsCode. (h) Except as otherwise provided in Exhibit "E" attached heretoFor purposes hereof, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations the term “to Seller’s knowledge,” means the Improvements or any present, actual knowledge of its mechanicalX.X. Xxxxxxxx, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best President of Seller's knowledge without any obligation , with no duty of due diligence or inquiry on the part of such officer. Seller has reviewed the representations and warranties contained in this Section 9.1 with the individual identified in this Section 9.1(j), who is named herein to investigate, there is no defect in define the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best scope of Seller's ’s knowledge, the Personal Property is in good operating conditionbut who shall not have any personal liability hereunder. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser, as follows: 6.1.1 Seller has the right, power and authority to enter into this Agreement, and covenants withthe right, power and authority to convey the Property in accordance with the terms and conditions of this Agreement. The execution and entry into this Agreement, the execution and delivery of the documents and instruments to be executed and delivered by Seller on the Closing Date and the performance by Seller of Seller’s duties and obligations under this Agreement and of all other acts necessary for the full consummation of the purchase and sale of the Property as contemplated herein, are not in violation of, and will not create any adverse condition under, any contract, agreement or other instrument to which Seller is a party, or any judicial order or judgment of any nature by which Seller is bound. Seller is not a single-purpose entity and has a tangible net worth, exclusive of its interest in the Property, at least equal to the Cap Amount (as hereinafter defined) and Seller agrees to maintain such minimum tangible net worth at least through the survival period set forth herein. 6.1.2 Except as set forth on Exhibit 6.1.2, Seller has received no written notice of any pending action by any governmental authority or agency having the power of eminent domain, which might result in any part of the Property being taken by condemnation or conveyed in lieu thereof. Seller shall, promptly upon receiving any such notice, give Purchaser that written notice thereof. 6.1.3 Except for routine rent collection matters arising under any tenant leases with respect to the following matters are Property, Seller has received no written notice of any action, suit or proceeding pending or threatened in writing against, by or affecting the Property or Seller’s right to transfer the Property or the title of the Property. 6.1.4 To Seller’s knowledge, the Rent Roll attached hereto as Exhibit “F” and shall be true incorporated herein by this reference is true, correct and complete in all material respects as of the date of execution of set forth therein. 6.1.5 At Closing Seller shall terminate, and be responsible for any payments due with respect thereto, all contracts affecting the Property, except for the contracts and agreements listed or described on Exhibit “E” attached hereto and incorporated herein by this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period reference (the "Leases"“Service Contracts”) constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leaseswhich, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account extent of any of the Leases or any extensions or renewals thereof. Any such commissionsobligations arising thereunder after Closing, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller be assumed by, and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be become the responsibility of of, Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant 6.1.6 Seller has no knowledge and has not received written notice of violation of any applicable federal, state or local laws pertaining to environmental matters, building codes or other occupant under any uses of the Leases and no other personProperty nor of any violation of any private declaration, firm, corporation, covenant or other entity has any right or option to acquire restriction affecting the Property or any portion thereofProperty. (e) 6.1.7 Except as otherwise provided may be set forth in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required any environmental report delivered by Seller to be performed by the landlord under each Purchaser as part of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached heretoDue Diligence Items, Seller has no knowledge nor has received notice of any pendingHazardous Materials (as hereinafter defined) which exist on or about the Property, threatened or contemplated condemnation of any conditions which exist which do or may cause a violation of any Environmental Laws (as hereinafter defined). 6.1.8 Attached hereto as Exhibit “E” and incorporated herein by this reference is a complete and accurate list of all of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the ProjectService Contracts. To the best of Seller's ’s knowledge, all such Service Contracts are and shall be in full force and effect in accordance with their respective provisions; Seller has no knowledge without of, and has received no written notice of, any obligation default, or claim of default, on the part of Seller any party to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best any of Seller's knowledge, the Personal Property is in good operating conditionsuch Service Contracts. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) 6.1.9 Except as otherwise provided disclosed to Purchaser in Exhibit "I" attached heretowriting, there are no pending oron-site employees of Seller at the Property, and after Closing, Purchaser is not obligated to continue the best employment of any of Seller's knowledge, threatened judicial, municipal ’s or administrative proceedings affecting the Project Seller’s property manager’s employees and has no obligation or in which liability whatsoever to any of Seller’s or Seller’s property manager’s employees under any agreements between Seller or Seller’s agent or property manager and its employees. 6.1.10 Seller is or will be not a party by reason foreign person within the meaning of Seller's ownership Section 1445 of the Project or any portion thereofInternal Revenue Code of 1986, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on as amended (the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend Foreign Investment and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerReal Property Tax Act). 6.1.11 EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (oOTHER THAN SELLER’S WARRANTY OF TITLE SET FORTH IN THE DEED (AS HEREINAFTER DEFINED) Seller representsTO BE DELIVERED AT CLOSING), but does not warrantZONING, thatTAX CONSEQUENCES, except as otherwise provided in Exhibit "J" attached heretoPHYSICAL OR ENVIRONMENTAL CONDITIONS, to the best of Seller's knowledge without any obligation on the part of Seller to investigateAVAILABILITY OR ACCESS, there is no asbestosINGRESS OR EGRESS, PROPERTY VALUE, OPERATING HISTORY, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SUBSECTION 6.1 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER AGREES THAT WITH RESPECT TO THE PROPERTY, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR SELLER’S AGENTS OR EMPLOYEES. PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED PURCHASER OF REAL ESTATE SIMILAR TO THE PROPERTY AND THAT IT IS RELYING ON ITS OWN EXPERTISE AND THAT OF PURCHASER’S CONSULTANTS, AND THAT PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6 AND THE DOCUMENTS DELIVERED AT CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS,” WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF THIS SUBSECTION 6.1 SHALL EXPRESSLY SURVIVE CLOSING AND NOT MERGE THEREIN.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: Agreement (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected.stated below): (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to Seller is a duly formed and validly existing corporation organized under the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project laws of which Seller has received noticeIllinois. Seller shall terminate all non-union employees is authorized to own and convey title to land in the State of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at ClosingMassachusetts. (jii) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pendingthe full legal right, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, the consummation of "Seller's Documents"), to consummate the transaction contemplated in this ContractAgreement, and to perform its obligations under this Agreement and the Seller's Documents. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing The person signing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control Agreement on behalf of Seller from the date hereof is authorized to the Closing and do so. (iii) Seller will has not create been served with any easements, liens or other encumbrances litigation which is still pending with respect to the ProjectProperty that would adversely affect Seller's ability to perform its obligations under this Agreement, or that would affect title to the Property after Closing or the enforcement of any of the Leases, or that would materially and adversely affect the financial condition or operation of the Property. (liv) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, Purchaser has been given access to, or possession of, complete and accurate copies of the Personal Property is in good operating conditionLeases, the Permits and Licenses, the Guaranties and Warranties, the Service Contracts and the Plans and Reports (and all amendments thereto) existing of as December 31, 1996. (m1) To the best information contained in the schedule of leases attached to and made a part of this Agreement as Exhibit B (the "Lease Schedule") is complete and accurate as of December 31, 1996; and (2) there were no leases, or to Seller's knowledgeKnowledge, tenancies or other rights to occupy the Project Property as of December 31, 1996 other than those set forth in the Lease Schedule. (b) Except as set forth in the Lease Schedule or as previously disclosed to or learned by Purchaser as manager under the Management Agreement: (1) No action or proceeding has been instituted against Seller (in which Seller has received process) by any tenant of the Property which is presently pending in any court, except with respect to claims involving personal injury or property damage, other than those referred to in Exhibit M attached to and made a part of this Agreement and, with the use exception of claims or offsets referred to in Exhibit N, there are no outstanding written claims for rent offsets or otherwise by any tenants against Seller. (2) Seller holds no security or other tenant deposits. (3) All security and operation thereof are other tenant deposits have been held and, where applicable, returned in compliance with all applicable municipal rules, ordinances and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")statutes. (n4) Except as otherwise provided in Exhibit "I" attached hereto, there There are no pending or, to the best leasing commissions outstanding which are payable out of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerrents. (o5) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of To Seller's knowledge without any obligation Knowledge, each Lease is in full force and effect. (6) No default exists on the part of Seller Seller, or to investigateSeller's Knowledge, there is any tenant under any Lease. (7) No tenant has any defense, offset or counterclaim against or with respect to rent and other sums payable by it under its Lease except as set forth in its Lease. (8) There are no asbestosconcessions, free rent periods, tenant improvement obligations or improvement allowances to any tenant not specified in the applicable Lease. If any Lease contains provisions which are inconsistent with the foregoing representations and warranties, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of such Lease.

Seller’s Representations and Warranties. Seller represents and warrants toto and agrees with Purchaser, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required subject in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except all events to the first mortgage lender; any such assignment, pledge qualifications or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect limitations to or on account such representations and warranties as are set out in this Article 3, that: 5.1 The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any of the Leases terms or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain conditions of nor result in the obligation breach of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and terms or conditions of nor constitute a default under the Articles of Incorporation nor the By-laws of Seller. 5.2 Except for the approval of the Board of Directors of Seller, the consent of the shareholders of Seller, the approval or consent of the Noteholders, the approval or consent of the owners of the NPI Interests, the approval or consent of a transfer of the rights in respect of the Gulf Fee Lease, no other personapprovals, firmconsents or authorizations to the execution, corporation, or other entity has any right or option to acquire delivery and performance of this Agreement and the Property or any portion thereoftransactions contemplated hereby are required for the execution and performance of this Agreement by Seller. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. 5.3 To the best of Seller's knowledge without knowledge, except as described in Section 5.2, there are no liens, encumbrances or mortgages covering any obligation of the Lands and the wells thereon, and Seller is unawarx xx any rights in any third parties which, upon the passage of time, would permit the filing of any liens or encumbrances on the part Lands or wells. 5.4 The share of costs to be borne by Seller in regard to each Lease is set forth on Exhibit A, and is described therein as the "GWI." The share of hydrocarbons that are allocated to Seller after the lessor's share of royalty and any overriding royalty has been deducted is set forth on Exhibit A, under the heading "NRI." The amount of NRI set forth on Exhibit A does not take into account any amount which is allocated to the NPI Interests. 5.5 Except for the Claim and the potential claims described in the correspondence from Traton Operating Company dated March 7, 2014, copies of which have been or will be furnished to Purchaser, Seller is unaware of any demand letters, offset, development or drainage letters or claims asserted by any third party (including, but not limited to, a lessor under any of the Leases) or governmental authority against Seller in respect of the Leases or the production therefrom or attributable thereto nor are there any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, against Seller in respect of taxes, governmental charges, duties or assessments, nor are there any matters under discussion with any governmental authority relating to taxes, governmental charges, duties, assessments or requirements for refunds or penalties or any claims for additional taxes, governmental charges, duties, assessments or refunds or penalties asserted by any governmental authority affecting the Interests or the production therefrom or attributable thereto. 5.6 Seller believes in good faith, but does not represent and warrant, that during the time that Seller has claimed to own interests in the Leases, Seller's purchaser of hydrocarbons from the Leases, Sunoco Partners Marketing & Terminals, L.P. ("Sunoco"), has paid all royalties due under the Leases or has suspended such royalty payments in Sunoco's financial accounts under title or division order conditions determined solely by Sunoco to justify such suspense, and during the time that Seller has claimed to own interests in the Leases, Seller has not received any notice, written or otherwise, from Sunoco that any party has claimed that royalties are due and unpaid, or that there are any other working interest owners, other than C.F.O., Inc., that are entitled to payment with respect to the sale of Hydrocarbons. To the Seller's best information, Sunoco (or its predecessor or predecessors) likewise paid, or justifiably suspended, all royalties due under the Leases for the period of time before Seller acquired any interest in the Leases, but Seller cannot and does not warrant and represent that that is the case. Seller in good faith believes, but does not represent and warrant to Purchaser, that the Leases are in full force and effect. 5.7 Seller, before Seller acquired the Leases, conducted reviews of the title to the Leases, and made its commercially reasonable efforts to verify the quantum of interest to be acquired by it. With regard to the Lease referred to as the "Coline Lease" on Exhibit A, Seller reviewed the division orders currently in place, and after submitting transfer orders to Sunoco, Seller has received the proceeds of the sale of the quantum of interest set forth on those division orders. Other than as disclosed in Section 5.5, Seller has not received any notice of any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending, and has no knowledge of any suits, actions, claims, investigations, audits, inquiries or proceedings, threatened or pending. 5.8 To the best of Seller's knowledge, none of the Interests is affected by any agreement or arrangement (including, but not limited to, any hedging agreement, take or pay, gas balancing, pipeline balancing or other prepayment agreement or production payment, other than the alleged production payments referred to in that certain Limited Title Report from the Willyard Law Firm PLLC, dated June 00, 0000, which, as of the Effective Date, requires Seller to investigatedeliver hydrocarbons produced from the Leases at some future time without then or thereafter receiving full payment therefor or at a specified price. 5.9 To the best of Seller's knowledge, except for those consents or approvals listed in Article 3 there are no consents required for Seller to transfer and convey all or any portion of title to the Leases, and, except for the rights listed in Article 3, there are no rights in third parties which would preclude Seller from transferring all or any portion of title to the Leases. 5.10 Seller possesses all licenses, permits, certificates, orders, approvals and authorizations necessary from any governmental entity having jurisdiction to own and to operate the Interests and to carry on its business as now conducted, and Seller has not received any notice from any governmental entity having jurisdiction that Seller does not possess any licenses, permits, certificates, orders, approvals and authorizations necessary to own the Interests and to carry on its business as now conducted. 5.11 The information furnished to Purchaser by Seller that Seller received from its predecessors in ownership of the Interests or from third party sources (such information including, but not limited to maps, plats, well logs, core analyses and sections, production data, operating expenses, net revenue interests and working interests, gas-condensate oil ratios, seismic and geological data, surface and subsurface maps, third party reversionary rights, burdens and encumbrances), is comprised of either the originals of such information or true and correct copies of such information as received by Seller and Seller did not withhold any information which if known by Purchaser would have caused Purchaser to credit less reserves to the Leases and the Lands or to change the classification of such reserves, and, to Seller's knowledge, there have been no defect changes subsequent to the furnishing of such information to Purchaser that would affect the current accuracy or completeness of the information heretofore furnished Purchaser in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roofany material respect. To the best of Seller's knowledge, Seller has provided copies of all of the Personal Property is in good operating conditionforegoing to Purchaser, or has provided Purchaser with access to the foregoing. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) 5.12 Except as otherwise provided disclosed in Exhibit "I" attached hereto, there are no pending orSection 5.5, to the best knowledge of Seller's knowledge, threatened judicialthere have been no claims, municipal demands or administrative proceedings affecting allegations that the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project Interests, or any portion part thereof, including have been operated in violation of any law relating to environmental conditions and industrial hygiene, including, without limitation, proceedings for the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901, et seq., the Cxxxxxhensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss.ss. 9601-9657, as amended xx xhe Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, 49 U.S.C. ss.ss. 6901, et seq., the Fedexxx Xater Pollution Control Act, 33 U.S.C. ss.ss. 1251, et seq., the Clexx Xxr Act, 42 U.S.C. ss.ss. 741, et seq., the Clean Xxxxx Act, 33 U.S.C. ss. 7401, the Toxic Substances Control Act, 15 U.S.C. ss.ss. 2601-2629, the Safe Drxxxxxg Water Act, 42 U.S.C. ss.ss. 300F - 300J, and all sixxxxx federal, state and local environmental statutes, ordinances and the regulations, orders and decrees now or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on hereafter promulgated thereunder. Seller is not the Project or by reason operator of any of the Interests, but to the knowledge of Seller, all operators have operated their respective properties in accordance with laws relating to environmental conditions and industrial hygiene. Purchaser acknowledges that if it acquires the Interests, it will acquire the Interests subject to any claims or demands that allege a breach or infraction of any of the laws involving the environment, including, but not limited, to those listed in this Section, whether or not the breach or infraction occurred before, on or after the Effective Date, and that Purchaser will hold Seller harmless from any claims, demands or liabilities arising from any alleged or actual breach of infraction of any laws involving the environment. 5.13 Purchaser acknowledges and agrees that Seller has not made, and does not make, any warranty or representation, express, implied or otherwise, as to the accuracy or completeness of any data, reports, records, projections, information or materials now, heretofore or hereafter furnished or made available to Purchaser in connection with this Agreement including, without limitation, pricing assumptions, or quality or quantity of hydrocarbon reserves (if any) which Seller believes might be attributable to the Interests or the ability or potential of the any of the Interests to produce hydrocarbons or the environmental condition of the properties or any other matters contained in the proprietary data or any other materials furnished or made available to Purchaser. Any and all data, records, reports, projections, information and other materials (written or oral) furnished to Purchaser or otherwise made available or disclosed to Purchaser were provided to Purchaser as a convenience and shall not create or give rise to any liability of or against Seller and any reliance on or use of the Project. To same shall be at Purchaser's sole risk to the maximum extent that permitted by law. 5.14 Seller is selling the Interests to Purchaser as is, where is - with all faults and without any proceeding involving personal injury warranties or property damage exists covenants of title, express or later arises due implied, and without any representations concerning title to an act or omission alleged to have occurred prior to Closingthe Interests not specifically set forth in this Article 5, and notwithstanding any representation of the GWI and the NRI, as set forth in Exhibit A, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrantwarrant any quantum of title. In addition, thatPurchaser will assume all responsibility and liability for any environmental defects whether arising before, except as otherwise provided in Exhibit "J" attached hereto, to during or after the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosEffective Date.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Dateto Buyer that: (a) The leases delivered Seller is: (i) in good standing and validly existing as a Delaware corporation, qualified to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required do business in the GIS Lease or elsewhere in Commonwealth of Massachusetts, and (ii) has the power and authority to do all things required of it by the terms of this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the LeasesAgreement. (b) None All internal approvals of Seller required for the execution of this Agreement and the consummation of the Leases and none transaction herein contemplated in accordance with the terms of the rents or other amounts payable thereunder this Agreement have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesobtained. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or This Agreement has been duly and validly executed and delivered on account behalf of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingSeller. (d) No tenant or other occupant under any This Agreement and each and every document and instrument to be executed and delivered by Seller pursuant to this Agreement, when fully executed and delivered, shall constitute the valid and binding obligations of the Leases and no other personSeller, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofenforceable against Seller in accordance with their respective terms. (e) Except as otherwise provided It has not engaged any brokers, agents, finders or similar parties in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which connection with this transaction who are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full due any commissions or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Worksimilar fees from Buyer. (f) The Rent Roll and Seller is not a foreign person within the updates thereof (including at meaning of Section 1445(f)(3) of the time Internal Revenue Code of Closing)1986, are and shall be true and correct in all material respectsas amended. (g) The statements of income and expense Seller has not granted to anyone any right to occupy or lease the Premises (except for Seller under the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsLease). (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations The Premises is being conveyed subject to the Improvements Mortgage, but otherwise Seller is conveying the Premises (other than the Personal Property) free and clear of any liens, security interests, licenses, leases or other exceptions to title created by Seller or its affiliates (including, without limitation, any of its mechanical, electrical or plumbing systems, which have not been correctedmechanics liens). (i) Except This purchase and sale is not a preference, and it will not render Seller insolvent or unable to pay its debts as otherwise provided in Exhibit "F" attached hereto, there are no service, executory they become due (excluding any debts or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect obligations to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees extent arising from any failure of the ProjectLender to consent to this transaction), who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event and the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of Purchase Price represents fair market value for the Project or any part thereofPremises. The rights of Premises, including the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereofPersonal Property, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership represent all or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best substantially all of Seller's knowledge without any obligation on the part property. As of this date Seller to investigatein its corporate capacity does not owe, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation as of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached heretoclosing will not owe, there are no pending or, any delinquent taxes to the best Commonwealth of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerMassachusetts. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: Agreement (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected.stated below): (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to Seller is a duly formed and validly existing limited partnership under the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project laws of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at ClosingIllinois. (jii) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pendingthe full legal right, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause deliver this Agreement and all documents now or hereafter to be executed by it pursuant hereto (collectively, the consummation of “Seller’s Documents”), to consummate the transaction contemplated in this ContractAgreement, and to perform its obligations under this Agreement and the Seller’s Documents. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing The person signing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control Agreement on behalf of Seller from the date hereof is authorized to the Closing and do so. (iii) Seller will has not create been served with any easements, liens or other encumbrances litigation which is still pending with respect to the ProjectProperty that would adversely affect Seller’s ability to perform its obligations under this Agreement, or that would materially and adversely affect the financial condition or operation of the Property, nor to Seller’s Knowledge, has any such litigation been filed. (la) Seller representsTo Seller’s Knowledge as of the date hereof, but does not warrant, that(1) the information contained in the schedule of leases attached to and made a part of this Agreement as Exhibit L (the “Lease Schedule”) is complete and accurate; and (2) there are no leases other than those set forth in the Lease Schedule. (b) To Seller’s Knowledge, except as otherwise provided set forth in the Lease Schedule, as of the date hereof: (1) Seller holds no security or other tenant deposits. (2) Each Lease is in full force and effect. (3) No written notice of an existing and uncured default has been delivered by Seller or any tenant under any Lease. If any Lease contains provisions which are inconsistent with the foregoing representations and warranties, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of such Lease. (v) To Seller’s Knowledge, Exhibit "H" C attached hereto, to and made apart of this Agreement is a complete list of the Service Contracts. No written notice of an existing default has been delivered by Seller or any tenant under any Service Contract. (vi) Seller has not been advised of and is not aware received written notice of any defect in the condition violations of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization laws or other proceedings are pending, or to requirements of any governmental authority having jurisdiction over the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerProperty which remain outstanding. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Each Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true as warranties, each of the date of execution of this Contract which is material and as of the Closing Dateis being relied upon by Purchaser: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required A. Seller is duly formed, validly existing and in the GIS Lease or elsewhere good standing in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the LeasesFlorida. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assignedX. Xxxxxx has full legal right, pledgedpower, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause deliver this Agreement and to fully perform all of their obligations hereunder without need of any further action by or on their behalf, or that of any owner, shareholder, member, manager, partner, trustee, director or the consummation like, all of such action having already been taken. The person or persons executing this Agreement, and any other documents required on behalf of Seller hereunder, are duly authorized, directed and empowered to do so. X. Xxxxxx’s obligations contemplated hereby and the execution, delivery and performance of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Agreement by Seller will not create result in a breach of, or constitute a default under any easementsof Seller’s organizational documents or any other instrument or agreement to which the Seller is bound. The Seller’s obligation and responsibility hereunder are valid and binding obligations of the Seller. X. Xxxxxx owns, liens subject to the Permitted Exceptions, fee simple marketable and insurable record title to the Property listed for Seller in the Recitals and every portion thereof. E. No brokerage commission or other encumbrances similar fee is due or unpaid by Sellers with respect to any lease affecting the Project. (l) Seller representsProperties, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently no written or oral agreements that will obligate Purchaser, as Seller’s assignee, to pay any such commission or fee under any lease or extension, expansion, or renewal thereof. Notwithstanding the foregoing and in effect all licensesaccordance with Section 7(D)(v) above, permits and Purchaser shall be responsible for any broker’s commission due on any New Lease Agreements or Lease renewals. X. Xxxxxx has not received any notice from any governmental agency or body indicating an interest in condemning or taking by eminent domain any Property. Seller has no knowledge of any threatened or pending actions, suits, legal or other authorizations necessary for proceedings with reference to any Property. G. Seller is not a party or otherwise subject to any commitment, obligation or agreement which would prevent the use, occupancy and operation Seller from completing the sale of the Project as it is presently being operated (the "Governmental Approvals")Properties under this Agreement. (n) Except as otherwise provided in Exhibit "I" attached hereto, there H. There are no legal actions, suits or proceedings pending or, to the best of Seller's ’s knowledge, threatened judicialagainst the Property or against Seller which affect the Property. I. To the best of Seller’s actual knowledge, municipal or administrative proceedings affecting all of Seller’s general liability and casualty and builder’s risk insurance policies relating to the Project or Properties are valid, in which full force and effect, and all premiums for such policies were paid when due. J. To the best of Seller’s actual knowledge, all financial information provided by Seller to Purchaser is or will be accurate in all material respects. K. No Act of Bankruptcy has occurred with respect to Seller. For purposes of this Agreement, “Act of Bankruptcy” shall occur if a party by reason of Seller's ownership of the Project hereto or any portion thereofshareholder, including without limitationofficer, proceedings director, partner, member, manager or other similar person thereof shall (i) apply for or involving tenant evictionsconsent to the appointment of, collectionsor the taking of possession by, condemnationa receiver, eminent domaincustodian, alleged building code trustee or zoning violations liquidator of itself or personal injuries of all or property damage alleged a substantial part of its property, (ii) admit in writing its inability to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closingpay its debts as they become due, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments (iii) make a general assignment for the benefit of its creditors, (iv) file a voluntary petition or commence a voluntary case or proceeding under the Federal Bankruptcy Code (as now or hereafter in effect), (v) be adjudicated a bankrupt or insolvent, (vi) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, bankruptcyreorganization, reorganization winding-up or other proceedings are pendingcomposition or adjustment of debts, (vii) fail to controvert in a timely and appropriate manner, or to the best of Seller's knowledge, threatened, against Selleracquiesce in writing to, any of petition filed against it in an involuntary case or proceeding under the entities comprising SellerFederal Bankruptcy Code (as now or hereafter in effect), nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosor

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution this Agreement as follows: 10.1.1 Seller is a corporation, duly organized, validly existing and in good standing under the laws of the State of Illinois. 10.1.2 Subject to Section 8.2 above, Seller has full power, right and authority to enter into and perform its obligations under this Agreement. Subject to Section 8.2 above, the execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper corporate action in accordance with applicable law and with the Articles of Incorporation and Bylaws of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the vendor under each Service Contract. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract and will be in force or effect as of the Closing Date:or the parties to the Service Contracts will not be in default under their respective Service Contracts, and the existence of any default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. (a) The leases delivered to Purchaser during 10.1.4 To Seller’s knowledge, as of the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in date of this Contract. There Agreement, there are no leases, tenanciessubleases, licenses or other rights of rental agreements or occupancy agreements (written or use for verbal) which grant any portion possessory interest in and to any space situated on or in the Improvements other than the leases (the “Leases”) described in the Rent Roll. To Seller’s knowledge, Exhibit J attached hereto describes, in all material respects, the following information concerning the Leases affecting the Property as of the Project other than as set forth in the Leases. date thereon (“Rent Roll”): (a) name of tenant, (b) None of the Leases and none of the rents or other amounts payable thereunder have been assignedapartment number, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise the rental rate, (d) the expiration date, (e) the move-in date, and (f) the amount of security deposit. Seller makes no representation with respect to any rental rate or other information provided in Exhibit "C" attached heretoJ that is not described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, no brokerage Seller does not covenant or leasing commissionsrepresent that tenants under Leases will not be in default under their respective Leases, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account and the existence of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid default by Purchaser, except that, if any tenant under any lease entered into on or after its Lease shall not affect the date hereof is required to make payments obligations of rent after execution of this Contract but prior to ClosingPurchaser hereunder. To Seller’s knowledge, any commissions or concessions made with respect to such lease no leasing commission shall be prorated at Closing. (d) No tenant or other occupant under due for any of the Leases and no other person, firm, corporation, or other entity has any right or option period subsequent to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing). To Seller’s knowledge, are and shall be true and correct no rent has been paid under any Lease more than thirty (30) days in all material respectsadvance. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) 10.1.5 Except as otherwise provided in set forth on Exhibit "E" L attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to Seller’s knowledge, the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided apartment units in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who Property are not subject to, nor do said apartment units receive the benefit of any rent subsidies or rental assistance programs. To the best knowledge of Seller, no apartment unit is subject to any employment contract identified in Exhibit "F"rent control law, effective on ordinance or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closingregulation. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that10.1.6 To Seller’s knowledge, except as otherwise provided in set forth on Exhibit "H" M attached hereto, Seller has not been advised received from any governmental authority having the power of and is not aware eminent domain any written notice of any defect in the condition condemnation of the Project, Property or any portion thereofpart thereof or the widening, which has not been corrected change of grade or which will impair limitation on use of streets abutting the operation of the Project. same; 10.1.7 To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's ’s knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in set forth on Exhibit "J" N, attached heretohereto Seller has received no written notice of any pending litigation initiated against Seller or the Property which would affect the Property after Closing. 10.1.8 To Seller’s knowledge, other than with respect to matters set forth on Exhibit O, it has not received from any governmental authority written notice of any material violation of any building, fire or health code or any other statute applicable to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosProperty.

Seller’s Representations and Warranties. The Seller represents hereby represent and warrants to, and covenants with, Purchaser that as follows to the following matters are and shall be true as best of the date of execution of this Contract and as of the Closing Dateits knowledge: (a) The leases delivered Seller is the sole owner of the Property and has the full right, power and authority to Purchaser during sell, convey and transfer the Feasibility Period (same in accordance with the "Leases") constitute the entire agreement with each tenantterms of this Contract. No tenant person or entity has any right of first refusal, right of first offer, contract or other option to renew acquire the Property or extend its Lease except as shown any part thereof or interest therein. (b) The Seller is a municipal corporation of the State of New Jersey and has all the requisite power and authority, in accordance with law, to enter into this Agreement and to carry out the transactions contemplated hereby. All proceedings required to be taken by or on the rent roll ("Rent Roll") delivered behalf of Seller to Purchaser during the Feasibility Period as the same authorize Seller to make, deliver and carry out this Agreement have been or and will be updated duly and properly taken. The individual signing this Agreement on behalf of the Seller has been authorized to do so and the Purchaser can reasonably rely upon his action to bind the Seller. (c) The execution, delivery and performance of the transaction contemplated pursuant to this Agreement will not violate the provision of any law, statute, rule or regulation to which the Seller or the Property is subject, or violate any judgment, writ, order, injunction or decree of any court applicable to Seller or the Property. (d) The Seller is not a “foreign person,” as required that term is defined for the purposes of the Foreign Investment in the GIS Lease or elsewhere in this Contract. Real Property Tax Act; (e) There are no leases, tenancies, licenses or other rights of occupancy or use agreements to which the Seller is a party by which the Purchaser may be bound for any portion of the Project other than as set forth Property following the closing. Unless otherwise agreed to in writing by the Leases. (b) None of Purchaser, the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance property will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims delivered vacant and free and clear of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including tenancies at the time of Closing), are and shall be true and correct in all material respectsclosing. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and Agreement as follows: 7.1.1 Seller has been duly incorporated under the laws of the Closing Date: (a) The leases State of Minnesota and is in good standing under the laws of the State of Texas, is duly qualified to transact business in the State of Texas, and has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant hereto. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable in accordance with its terms. This Agreement and the documents and instruments required to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with be executed and delivered by Seller pursuant hereto have each tenant. No tenant has any right to renew or extend its Lease except as shown been duly authorized by all necessary corporate action on the rent roll ("Rent Roll") delivered part of Seller and that such execution, delivery and performance does and will not conflict with or result in a violation of Seller's articles of incorporation or by-laws or any judgment, order or decree of any court or arbiter to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancieswhich Seller is a party, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except agreement to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of which Seller and/or any of the Leases Property is bound or subject. 7.1.2 Seller is not a "foreign person," "foreign partnership," "foreign trust," "foreign estate" or "disregarded entity" as those terms are defined in Section 1445 of the Internal Revenue Code. 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any extensions existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or renewals thereof. Any such commissionsregulation applicable to Seller or the Property. 7.1.4 No party, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of than Purchaser and shall be paid by PurchaserEDC, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofProperty. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by 7.1.5 Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except is not in liquidation or dissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as otherwise provided they mature, or (iii) has been adjudicated a bankrupt or filed a petition in Exhibit "F" attached heretovoluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller's knowledge, there are no servicepending arbitration proceedings or unsatisfied arbitration awards, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) judicial orders respecting awards, with respect to the Project which are not cancellable on sixty (60) days' Property. 7.1.7 No notice (has been received by Seller from the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting insurance company that issued the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting casualty insurance policy covering the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing Property stating that any of such employees should policy is not in full force and effect, will not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall renewed or will be prorated renewed only at Closinga materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the Property and all service contracts can be terminated upon thirty (j30) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation days notice. 7.1.9 A list of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller Licenses is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except annexed hereto as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the ProjectSchedule 1. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is all Licenses are in good operating conditionfull force and effect, and Seller has not received any written notices of revocation of any Licenses. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there 7.1.10 There are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings condemnation affecting the Project Property or in which any improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller is has not received any written notice of any violation from any governmental authority concerning the condition, use or will be a party by reason of Seller's ownership occupancy of the Project Property or with respect to any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. encumbrance upon any Property which has not been corrected. 7.1.12 To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, the only Warranties in effect for any of the entities comprising SellerProperty are described on Schedule 2. 7.1.13 For the purpose of this Section, nor are the term "Hazardous Substances" shall mean substances defined as a "hazardous waste", "hazardous substance", "toxic substance" or any word of such proceedings contemplated by Sellersimilar import under any Environmental Laws, including, without limitation, oil, petroleum, or any petroleum derived substance or waste, asbestos or asbestos-containing materials, PCBs, explosives, radioactive materials, dioxins, or urea formaldehyde insulation. As used herein, "Environmental Laws" shall include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Clean Air Act, 42 U.S.C. Section 7401, et seq., the Clean Water Act, 33 U.S.C. Section 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. Section 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., as any of the entities comprising preceding have been amended prior to the date hereof, and any other federal, state, or local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the environment or of human health from environmental effects of Hazardous Substances and which are applicable to any of the Property. To the knowledge of Seller. , and except for those conditions specifically described in the Environmental Report, (oi) Seller representshas not spilled or released any Hazardous Substances in, but does not warranton or under any of the Property so as to impose liability or require remediation under any Environmental Law; (ii) Seller has no knowledge of any spill or release of Hazardous Substances in, thaton or under any of the Property; (iii) Seller has no material unpaid liability under, except as otherwise provided in Exhibit "J" attached heretoand Seller has caused no material violation of, any Environmental Laws; and (iv) Seller has no knowledge of any liability under or violation of any Environmental Laws or condition that could give rise to such liability or violation with respect to any of the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosProperty.

Seller’s Representations and Warranties. 1. The Seller represents and warrants toto the Purchaser that: a. The Seller has full legal authority to enter into and exercise its obligations under this Agreement. b. The Seller is duly incorporated or continued, validly existing, and covenants with, Purchaser that in good standing under the following matters are and shall be true as laws of the date State of execution Delaware and has all requisite authority to carry on business as currently conducted. c. The Seller, Guuf LLC, has all necessary corporate power, authority, and capacity to enter into this Agreement and to carry out its obligations. The member of the Seller has unanimously authorized the Company’s execution, delivery and performance of this Contract Agreement and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contractsale, assignment and transfer of the Assets. d. The Seller is the absolute beneficial owner of the Assets, with good and marketable title, free and clear of any liens, charges, encumbrances or rights of others. In either eventThe Seller is exclusively entitled to possess and dispose of the Assets. At Closing, Seller representswill have and will transfer to Purchaser good and marketable title to all of the Assets, warrants free and covenants that there shall be no change clear of any liens, charges, encumbrances or rights of others. e. The Seller is domiciled in the ownership, operation or control United States of Seller from America for the date hereof to purposes of the Closing and Seller will not create any easements, liens or other encumbrances with respect to the ProjectInternal Revenue Code. (l) f. The Assets, while owned by the Seller, have been maintained at all times in accordance with standard industry practice. The Seller represents, but does not warrant, that, except as otherwise provided further warrants that all tangible assets are in Exhibit "H" attached hereto, good working order. g. This Agreement has been duly executed and delivered by the Seller has not been advised of and is not aware of any defect in the condition constitutes a legal and binding obligation of the ProjectSeller. h. The Assets being sold, or any portion thereof, which has not been corrected or which will impair the operation assigned and transferred to Purchaser hereby constitute all of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigateassets, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility properties and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary rights required for the use, occupancy Purchaser to conduct and operation operate the business of the Project Seller as it is presently being operated (the "Governmental Approvals")conducted. i. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby will (na) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, violate any laws to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is subject or will be a party by reason of Seller's ownership any provision of the Project certificate of formation, operating agreement or any portion thereofother organizational document of Seller or (b) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract to which Seller is party. j. Seller is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company, including without limitationa copy of Purchaser’s registration statement on Form S-1 dated February 1, proceedings 2016 (SEC Registration No. 300-000000) to reach an informed and knowledgeable decision to accept the Shares as partial consideration for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason sale of the condition Assets hereunder. k. Seller is acquiring the Shares for investment for the undersigned’s own account only and not with a view to, or use for resale in connection with, any “distribution” thereof within the meaning of the Project. To Securities Act of 1933, as amended (the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending“Securities Act”), or under any applicable provision of state law. l. The undersigned understands that the Shares have not been registered under the Securities Act. m. The undersigned will not sell, assign, pledge, give, transfer, encumber, hypothecate or otherwise dispose of the Shares (collectively, a “Transfer”) except as provided herein. Any Transfer of the Shares shall be void unless the provisions of this Agreement are satisfied. n. Seller understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering and that, under the Securities Act and applicable regulations thereunder, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the undersigned represents that the undersigned is familiar with Rule 144 as promulgated under the Securities Act and as presently in effect, and understands the resale limitations imposed thereby and by other applicable provisions of the Securities Act. The undersigned understands that the Company is under no obligation to the best of Seller's knowledge, threatened, against Seller, register any of the entities comprising SellerShares. o. Seller acknowledges that the stock certificate evidencing the Shares, nor are shall bear the following legend (as well as any of such proceedings contemplated legends required by Sellerapplicable state securities laws): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, or any AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” p. The Seller warrants to the Purchaser that each of the entities comprising Sellerrepresentations and warranties made by it are accurate and not misleading at the Closing Date. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser as of the Effective Date as follows: 10.1.1 Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Wisconsin. 10.1.2 Seller has full power, right and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper company action in accordance with applicable law and with the Articles of Organization of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be assignable to Purchaser at Closing, will be in force or effect as of the Closing, or that the parties to the Service Contracts will not be in default under their respective Service Contracts, and covenants withthe existence of any default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, Purchaser that Exhibit L attached hereto describes, in all material respects, the following matters are and shall be true information concerning the Leases affecting the Property as of the date of execution of this Contract and as of the Closing Date: thereon (“Rent Roll”): (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasesunit number, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None name of the Leases and none of the rents or other amounts payable thereunder have been assignedtenant, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise rental rate, (d) move in date, (e) expiration date, and (f) amount of security deposit, and, to Seller’s knowledge, the Rent Roll is true, correct and complete in all material respects. Seller makes no representation with respect to any information provided in Exhibit "C" attached heretoL that is not described in the preceding sentence. Notwithstanding anything in this Agreement to the contrary, no brokerage Seller does not covenant or leasing commissionsrepresent that tenants under Leases will not be in default under their respective Leases, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account and the existence of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid default by Purchaser, except that, if any tenant under any lease entered into on or after its Lease shall not affect the date hereof is required to make payments obligations of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingPurchaser hereunder. (d) No tenant or other occupant under 10.1.5 Seller has not received from any governmental authority having the power of the Leases and no other person, firm, corporation, or other entity has eminent domain any right or option to acquire written notice of any condemnation of the Property or any portion part thereof. (e) Except 10.1.6 To Seller’s knowledge, except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified set forth on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" N attached hereto, Seller does not have any knowledge of any material defects affecting the Property (for the purposes of this Section 10.1.6, material defects shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to mean a defect that, in the Improvements or any aggregate, adversely affect the value of its mechanical, electrical or plumbing systems, which have not been correctedthe Property by more than $250,000.00). (i) 10.1.7 Except as otherwise provided in set forth on Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" O attached hereto, Seller has received no knowledge nor has received written notice of any pending, threatened pending litigation initiated against Seller or contemplated condemnation of the Project or any part thereof. The rights of Property which would materially affect the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this ContractProperty after Closing. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that10.1.8 To Seller’s knowledge, except as otherwise provided in set forth on Exhibit "H" P attached hereto, Seller has not been advised of and is not aware received from any governmental authority written notice of any defect in the condition material violation of the Projectany building, fire or health code or any portion thereof, which has not been corrected or other statute applicable to the Property which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will not be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred cured prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. 10.1.9 Seller has not received any currently effective written notice that any Hazardous Substances (oas hereinafter defined) Seller representsexist at the Property in violation of Applicable Environmental Laws. As used in this Agreement, but does not warrantthe term “Applicable Environmental Laws” means the following laws as amended from time to time: (A) the Resource Conservation and Recovery Act of 1976, that42 USC §1801, except as otherwise provided in Exhibit "J" attached heretoet. seq.; or (B) the Comprehensive Environmental Response Compensation and Liability Act of 1980, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos42 USC §9601 et. seq.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and Agreement as follows: 7.1.1 Seller has been duly incorporated under the laws of the Closing Date: (a) The leases State of Minnesota and is in good standing under the laws of the State of Texas, is duly qualified to transact business in the State of Texas, and has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by Seller pursuant hereto. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller enforceable in accordance with its terms. This Agreement and the documents and instruments required to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with be executed and delivered by Seller pursuant hereto have each tenant. No tenant has any right to renew or extend its Lease except as shown been duly authorized by all necessary corporate action on the rent roll ("Rent Roll") delivered part of Seller and that such execution, delivery and performance does and will not conflict with or result in a violation of Seller’s articles of incorporation or by-laws or any judgment, order or decree of any court or arbiter to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancieswhich Seller is a party, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except agreement to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of which Seller and/or any of the Leases Property is bound or subject. 7.1.2 Seller is not a “foreign person,” “foreign partnership,” “foreign trust,” “foreign estate” or “disregarded entity” as those terms are defined in Section 1445 of the Internal Revenue Code. 7.1.3 Neither the entry into nor the performance of, or compliance with, this Agreement by Seller will result in any violation of, or default under, or result in the acceleration of, any obligation under the partnership agreements or articles of incorporation, as applicable, of Seller, or any extensions existing mortgage indenture, lien agreement, note, contract, permit, judgment, decree, order, restrictive covenant, statute, rule or renewals thereof. Any such commissionsregulation applicable to Seller or the Property. 7.1.4 No party, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of than Purchaser and shall be paid by PurchaserEDC, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofProperty. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by 7.1.5 Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except is not in liquidation or dissolution, (ii) has not made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts as otherwise provided they mature, or (iii) has been adjudicated a bankrupt or filed a petition in Exhibit "F" attached heretovoluntary bankruptcy or a petition or answer seeking reorganization or an arrangement with creditors under the federal bankruptcy laws or any other similar law or statue of the United States or any jurisdiction and, to knowledge of the Seller, no such petition has been filed against Seller. 7.1.6 To Seller’s knowledge, there are no servicepending arbitration proceedings or unsatisfied arbitration awards, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) judicial orders respecting awards, with respect to the Project which are not cancellable on sixty (60) days' Property. 7.1.7 No notice (has been received by Seller from the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting insurance company that issued the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting casualty insurance policy covering the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing Property stating that any of such employees should policy is not in full force and effect, will not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall renewed or will be prorated renewed only at Closinga materially higher premium rate than is presently payable therefor. 7.1.8 No service contract will be binding upon Purchaser or the Property and all service contracts can be terminated upon thirty (j30) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation days notice. 7.1.9 A list of the Project or any part thereofLicenses is annexed hereto as Schedule 1. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" To Seller’s knowledge, all Licenses are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust in full force and a beneficiary thereofeffect, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised received any written notices of and is not aware revocation of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionLicenses. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there 7.1.10 There are no pending or, to the best of Seller's ’s knowledge, threatened judicial, municipal or administrative proceedings condemnation affecting the Project Property or in which any improvement liens or special assessments to be made against the Property by any governmental authority. 7.1.11 Seller is has not received any written notice of any violation from any governmental authority concerning the condition, use or will be a party by reason of Seller's ownership occupancy of the Project Property or with respect to any encumbrance upon any Property which has not been corrected. 7.1.12 To Seller’s knowledge, the only Warranties in effect for any of the Property are described on Schedule 2. 7.1.13 For the purpose of this Section, the term “Hazardous Substances” shall mean substances defined as a “hazardous waste”, “hazardous substance”, “toxic substance” or any portion thereofword of similar import under any Environmental Laws, including including, without limitation, proceedings for oil, petroleum, or involving tenant evictionsany petroleum derived substance or waste, collectionsasbestos or asbestos-containing materials, condemnationPCBs, eminent domainexplosives, alleged building code radioactive materials, dioxins, or zoning violations or personal injuries or property damage alleged to have occurred on urea formaldehyde insulation. As used herein, “Environmental Laws” shall include, without limitation, the Project or by reason Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. § 9601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Clean Air Act, 42 U.S.C. § 7401, et seq., the Clean Water Act, 33 U.S.C. § 1251, et seq., the Toxic Substance Control Act, 15 U.S.C. § 2601, et seq., and the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., as any of the condition preceding have been amended prior to the date hereof, and any other federal, state, or use local law, ordinance, regulation, rule, order, decision or permit relating to the protection of the Projectenvironment or of human health from environmental effects of Hazardous Substances and which are applicable to any of the Property. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best knowledge of Seller's knowledge, threatenedand except for those conditions specifically described in the Environmental Report, against Seller(i) Seller has not spilled or released any Hazardous Substances in, on or under any of the entities comprising SellerProperty so as to impose liability or require remediation under any Environmental Law; (ii) Seller has no knowledge of any spill or release of Hazardous Substances in, nor are any of such proceedings contemplated by Seller, on or under any of the entities comprising Seller. Property; (oiii) Seller representshas no material unpaid liability under, but does not warrantand Seller has caused no material violation of, that, except as otherwise provided in Exhibit "J" attached hereto, any Environmental Laws; and (iv) Seller has no knowledge of any liability under or violation of any Environmental Laws or condition that could give rise to such liability or violation with respect to any of the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosProperty.

Seller’s Representations and Warranties. Seller represents and warrants toto Buyer as follows: 6.1 Seller is a limited partnership, duly organized and covenants with, Purchaser that validly existing and in good standing under the following matters are and shall be true as laws of the date State of execution of this Contract Delaware and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute enter into this transaction, to carry on its business, and cause to transfer the consummation Assets and other interests specified in this Agreement free and clear of this Contract. In the event that all liens and encumbrances. 6.2 Seller does not include a land trust, but instead is a person, has full partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute perform its obligations hereunder. The execution and cause delivery of this Agreement and performance by Seller of its obligations hereunder have been duly authorized by all necessary partnership action in order to constitute this Agreement as a binding and enforceable obligation of Seller. The execution and delivery of this Agreement and the consummation performance by Seller of the Contract. In either event, Seller represents, warrants its obligations hereunder do not and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create violate any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best provision of Seller's knowledge without Partnership Agreement or any obligation on other agreement to which it is a party or any judgment, order, decree, law or regulation. This Agreement is a legal, valid and binding agreement, enforceable against the part of Seller in accordance with its terms. There are no consents required to enable Seller to investigateexecute and deliver this Agreement that have not been obtained. 6.3 The Assets are being purchased in an "as is" condition. SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE ASSETS OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SET FORTH IN THIS SECTION 6 AND OTHER DOCUMENTS DELIVERED OR TO BE DELIVERED HEREWITH AND ALL OTHER WARRANTIES EXPRESS OR IMPLIED ARE HEREBY DISCLAIMED, there is no defect in the Real EstateINCLUDING ALL WARRANTIES OF MERCHANTIBILITY, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.4 To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledgeafter due inquiry, the Project performance by Seller of, and the use and operation thereof are in its compliance with all the terms, provisions and conditions of this Agreement does not violate any applicable municipal statute, regulation, order or judgment applicable to it and governmental lawsdoes not constitute a default under, ordinancesand is not in any respect in conflict with, regulationsthe provisions of any bylaw, licensesindenture, permits and authorizations and there are presently in effect all licenses, permits and or other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, agreement or any judgment to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party or by reason of Seller's ownership of the Project which it may be bound or any portion thereofaffected, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged but not limited to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosits creditors.

Seller’s Representations and Warranties. Seller hereby represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datethat: (a) The leases delivered to Purchaser during Seller is the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights lawful owner of occupancy or use for any portion all of the Project other than as set forth in Purchased Assets and all rights and licenses ancillary to the Leases.Purchased Assets, including without limitation all intellectual property rights necessary to enable Purchaser to own and use the Purchased Assets; (b) None subject to Section 7 below, all of the Leases Purchased Assets are free and none clear of the rents or other amounts payable thereunder have been assignedall liens and encumbrances and, pledgedupon execution of this Agreement, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes shall receive good and valid title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset Purchased Assets without any adverse lien, claim or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases.encumbrance; (c) Except as otherwise provided Seller is a corporation duly organized, validly existing and in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any good standing under the laws of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation State of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing.Georgia; (d) No tenant or other occupant under any Seller has the requisite corporate power and authority to enter into this Agreement and to carry out the transaction contemplated hereby, the execution, delivery and performance by Seller of this Agreement have been duly authorized by all necessary action of Seller, and Seller has the Leases lawful authority to bargain and no other person, firm, corporation, or other entity has any right or option to acquire sell the Property or any portion thereof.Purchased Assets and the rights transferred in connection therewith in the manner and form set forth herein; (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each sale of the LeasesPurchased Assets will not and does not constitute a default under any order or agreement to which Seller is a party, and all or give rise to any right of the termination, cancellation or acceleration of any right or obligation of it or to a loss of any benefit to which Seller is entitled under any provision of any agreement or other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work.instrument binding upon Seller; (f) The Rent Roll and no consent of any governmental entity or third party is required in order to consummate the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects.transaction described herein; (g) The statements of income Purchaser has not received notice of, and expense for the Project has no knowledge of, any claim or allegation that are to be furnished hereunder accurately represent the operations any of the Project for periods covered thereby and are and will be true and correct in all material respects.Purchased Assets violate or infringe upon the intellectual property rights or other proprietary rights of any third party; (h) Except as otherwise provided all of the Purchase Orders are valid and in Exhibit "E" attached heretofull force and effect, Seller shall have received has performed all obligations imposed upon it thereunder, and there are no written notices from fire defaults or casualty insurance carriers suggesting events of default thereunder on the part of Seller; Seller has not cancelled any customer contracts or requiring physical alterations purchase orders applicable to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected.Purchased Assets within the 90 day period immediately preceding the Effective Date; (i) Except as otherwise provided in Exhibit "F" attached heretosubject to Section 7 hereof, there are no service, executory Seller has paid or other contracts or collective bargaining agreements or employment contracts will pay all taxes of every type and nature applicable to the operation of its business prior to the Effective Date; (either oral or writtenj) with respect to the Project which Purchased Assets, Seller's ownership and operation of such assets is and has at all times been in material compliance with all laws, regulations and ordinances applicable to Seller and such assets; (k) the Purchased Assets are not cancellable on sixty (60) days' notice (the "Contracts") in good repair and there are no recorded mechanics' or materialmens' liens or claims in working order, except for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which ordinary wear and tear, and Seller has received notice. Seller shall terminate all non-union employees of maintained the Project, who are not subject to any employment contract identified Equipment in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event accordance with the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing.manufacturer's recommendations; (jl) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" Purchased Assets that constitute inventory, such Purchased Assets are governed by Paragraph 13 in good condition, usable and salable in the ordinary course of this Contract.business; and (km) In Seller shall, to the event that Seller is comprised of a land trust extent permissible, assign and a beneficiary thereof, Seller represents pass through to Purchaser any and warrants that the trust is the sole title holder all of the Project manufacturer and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances warranties with respect to the ProjectPurchased Assets. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Other than as set forth below, Buyer acknowledges that neither Seller nor its agents have made, do make, or will make, and each hereby disclaims any representation or warranty, whether express, implied, or statutory, whether oral or written, with respect to the Property. In addition to other representations herein, Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true to Buyer as of the date of execution of this Contract and as of the Closing Dateclosing that: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which 7.1 Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute this Agreement and cause perform Seller's obligations and duties hereunder; 7.2 The Property is not subject to any lease or tenancies except the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents leases with Target and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the ProjectKids. (l) Seller represents, but does 7.3 The employees of Seller's agent listed below as "Representing Employees" have not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of received any notice and is are not aware of any defect in notice that the Property, the sale of the Property or the use occupancy or condition of the ProjectProperty violates any applicable statute, ordinance or regulation, or any portion thereof, which has order of any court or any governmental authority or agency; 7.4 Seller is not been corrected or which will impair the operation a "foreign person" for purposes of Section 1445 of the ProjectInternal Revenue Code. To Prior to closing, Seller shall execute and deliver to Escrow Holder an affidavit in order to meet the best Foreign Investment in Real Property Tax Act ("FIRPTA") requirements of I.R.C. # 1445; and 7.5 The employees of Seller's knowledge agent listed below as "Representing Employees" represent that, without having done any obligation investigation whatsoever (other than Phase 1 and asbestos reports referenced in Section 3.9), they have received no notice and are not aware of (other than as might be shown in the Phase 1 and asbestos reports referenced in Section 3.9)(i) any notice from any agency suggesting that the Property is or may be targeted for a Superfund or similar type of cleanup, or (ii) that the Property has ever been used for the storage of oil, solvents, fuels or chemicals in violation of any governmental law, order or regulation. However, Seller advises Buyer to review the Phase 1 referenced in Section 3.9 to satisfy itself as to the history of such uses, if any on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionProperty. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller hereby represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true to Buyer as of the date of execution of this Contract and Effective Date and, subject to any modifications as provided below, as of the Closing Dateas follows: 6.1.1. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas, and is entitled to and has all requisite power and authority to own and operate its assets as they are presently owned and operated, to enter into this Agreement and to carry out the transactions contemplated hereby. 6.1.2. The execution of this Agreement by Seller, the consummation of the transactions herein contemplated, and the execution and delivery of all documents to be executed and delivered by Seller, have been or will be duly authorized by all requisite action on the part of Seller and this Agreement has been and all documents to be delivered by Seller pursuant to this Agreement, will be, duly executed and delivered by Seller and is or will be, as the case may be, binding upon and enforceable against Seller in accordance with their respective terms. 6.1.3. Except for the Lease, to Seller’s knowledge, there is no lease or other tenancies for any space in the Property. Seller has delivered (or will promptly deliver after request by Buyer), true, correct, complete and legible copies of the Lease (including all applicable guarantees, amendments, letter agreements, addenda and/or assignments thereof in Seller’s possession) and subleases, if any, in Seller’s possession, and any other agreements between Seller (or any affiliate of Seller) and Tenant (or any affiliate of Tenant) applicable to the Property. Except as expressly set forth on the Lease Exceptions attached as Schedule 6.1.3: (a) The leases delivered Seller has not received from Tenant any written claim nor, to Purchaser during Seller’s actual knowledge, has Tenant made any claim, whether or not in writing: (i) that Seller has defaulted in performing any of its obligations under the Feasibility Period Lease which has not heretofore been cured, (ii) that any condition exists which with the "Leases"passage of time or giving of notice, or both, would constitute any such default, (iii) constitute the entire agreement with each tenant. No tenant has that Tenant is entitled to any right reduction in, refund of, or counterclaim, offset, allowance, credit, rebate, concession or deduction against, or is otherwise disputing, any rents or other charges paid, payable or to renew become payable by Tenant, including but not limited to CAM and other similar charges, or extend (iv) that Tenant is entitled to cancel its Lease except as shown on the rent roll ("Rent Roll") delivered or to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS relieved of its operating covenants thereunder. Tenant has not given Seller any written notice of its intention to terminate its Lease or elsewhere in this Contract. There are no leases, tenancies, requesting a reduction or other rights abatement of occupancy rent or use for any portion of the Project other than as set forth in the Leases.requesting consent to assign or terminate its Lease; (b) None to Seller’s knowledge, the Tenant has not (1) filed a petition in bankruptcy in any federal or state court, (2) been the subject of a bankruptcy petition filed in any federal or state court that has not been dismissed or (3) has made an assignment for the Leases benefit of creditors of all or a substantial portion of its assets; (c) Seller has the sole right to collect rent under the Lease and none of the rents or other amounts payable thereunder have such right has not been assigned, pledged, hypothecated, or otherwise encumbered in any manner that will survive the Closing; and, (d) except to for any security deposits as shown in the first mortgage lender; any such assignmentLease, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There there are no valid claims security deposits that have been deposited with Seller or otherwise chargeable to Seller’s account by any party under the Lease. 6.1.4. Attached hereto as Schedule 1.3 is a list of offset or defenses to all Contracts. All amounts due and payable under the payment Contracts have been paid and Seller has not received written notice of rents and each default under any of the tenants is Contracts nor, to Seller’s knowledge, are any parties in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in default under any of the LeasesContracts. (c) Except as otherwise provided in Exhibit "C" attached hereto6.1.5. To Seller’s knowledge, there are no brokerage or leasing commissionsactions, management fees suits or other compensation are due or payable to proceedings by any person, firm, corporation, Tenant or other entity with respect by any Governmental Authority now pending or, to Seller’s knowledge, threatened against or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire affecting the Property or any portion part thereof, except those which are described on Schedule 6.1.5 nor, to Seller’s knowledge, are there any investigations pending or threatened against or affecting the Property by any Governmental Authority, except those which are described on Schedule 6.1.5. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project6.1.6. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation (a) eminent domain proceedings affecting the Property, in whole or in part, or (b) action or proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership change road patterns or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority grades which would affect ingress to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller egress from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Property. Seller has not been advised and will not, without the prior written consent of and is not aware Buyer, take any action before any Governmental Authority, the object of any defect in which would be to change the condition present zoning of or other land use limitations, upon the ProjectProperty, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the its potential use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached heretoand, to Seller’s knowledge, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit object of creditors, insolvency, bankruptcy, reorganization which would be to change the present zoning or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerland use limitations. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. In consideration of Buyer’s entering into this Agreement and as an inducement to Buyer to purchase the Real Property from Seller, Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true as of the date of execution of this Contract and as of the Closing Datewarranties to Buyer: (a) The leases delivered Seller is a limited liability company organized and in good standing under the laws of the State of Delaware and is qualified and in good standing in the Commonwealth of Virginia. Seller has the legal right, power and authority to Purchaser during enter into this Agreement and to consummate the Feasibility Period (transactions contemplated hereby, and the "Leases") constitute execution, delivery and performance of this Agreement have been duly authorized and no other action by Seller is requisite to the entire agreement with each tenant. No tenant has any right to renew or extend its Lease valid and binding execution, delivery and performance of this Agreement, except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as otherwise expressly set forth in the Leasesherein. (b) None of There is no agreement to which Seller is a party or to Seller’s Actual Knowledge binding on Seller which would prevent Seller from consummating the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in transaction contemplated by this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the LeasesAgreement. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any Seller is not a “foreign person, firm, corporation, or other entity with respect to or on account ” within the meaning of any Section 1445(f) of the Leases or any extensions or renewals thereof. Any such commissionsInternal Revenue Code of 1986, fees or other compensation as are identified on Exhibit "C" shall remain amended (the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing“Code”). (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, thatTo Seller’s Actual Knowledge, except as otherwise provided in Exhibit "H" disclosed on Schedule 4 attached hereto, Seller has not been advised of and is not aware received written notice from any governmental agency of any defect in currently pending condemnation proceedings relating to the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionProperty. (me) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated Seller has not (the "Governmental Approvals"). (ni) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be made a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments general assignment for the benefit of creditors, insolvency, bankruptcy, reorganization (ii) filed any voluntary petition in bankruptcy or other proceedings are pendingreceived written notice of the filing (or written notice of any threatened filing) of any involuntary petition by Seller’s creditors, or (iii) received written notice of the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets. (f) To Seller’s Actual Knowledge, except as disclosed in Schedule 4 attached hereto, Seller has received no written notice from any governmental agency that the Property or the use and operation thereof violate any applicable federal, state or municipal law, statute, code, ordinance, rule or regulation (including those relating to environmental matters), except with respect to such violations as have been fully cured prior to the best date hereof. (g) To Seller’s Actual Knowledge, except as disclosed on Schedule 4 attached hereto, except with respect to slip and fall and similar claims or matters covered by Seller’s commercial liability insurance policy, Seller has not received service of process with respect to any litigation that has been filed against Seller (and has not received written notice of any threatened litigation sent by any potential claimant or its counsel) that arises out of the ownership or operation of the Property and would materially affect the Property or the use thereof, or Seller's knowledge’s ability to perform hereunder. (h) To the Seller’s Actual Knowledge, threatenedneither Seller nor any of its respective affiliates or constituents, against Selleris or will be (a) conducting any business or engaging in any transaction or dealing with any person appearing on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) list of restrictions and prohibited persons (“Prohibited Person”) (which lists can be accessed at the following web address: xxxx://xxx.xxxxxxx.xxx/offices/enforcement/ofac/), including the making or receiving of any contribution of funds, goods or services to or for the benefit of any Prohibited Person; (b) dealing in, or otherwise engaging in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001, relating to “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”; or (c) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the entities comprising Seller, nor are prohibitions set forth in any of such proceedings contemplated by Seller, or any of the entities comprising SellerU.S. anti-money laundering law. (oi) Seller represents, but does not warranthold “plan assets” within the meaning of the Department of Labor regulations located at 29 C.F.R Section 25103.3-101, thatas modified by Section 3(42) of the Employee Retirement Income Security Act of 1974, except as otherwise provided amended. (j) Seller has delivered to Buyer correct and complete (in all material respects) copies of the Leases. The schedule of Leases listed on Exhibit "J" C-3 attached hereto is a list of all of the Leases currently affecting the Real Property entered into by Seller or assumed by Seller and to Seller’s Actual Knowledge, are all the Leases currently affecting the Real Property. Seller has not received from any tenant (nor delivered to any tenant) under the Leases written notice of a current default under the Leases which default has not been cured. The Rent Roll attached hereto as Exhibit K is the most recent rent roll relied upon by Seller in the operation of the Real Property. The Rent Roll that Seller shall deliver at Closing pursuant to Section 6.1 hereof is the Rent Roll that Seller uses in the ordinary course of operating the Real Property. Except as set forth on Schedule 2 attached hereto, to Seller’s Actual Knowledge, there are no security deposits, letters of credit or other refundable deposits or prepaid rents being held by Seller pursuant to the best Leases. Except as disclosed in Schedules 1-1 and 1-2 attached hereto, to Seller’s Actual Knowledge, (i) there are no outstanding tenant improvement allowances owed by the Seller or tenant improvement obligations of Seller's knowledge the Seller in connection with the current terms of the Leases; and (ii) there are no leasing or brokerage commissions (or unpaid installments thereof) with respect to any Lease (including renewals, extensions or expansions in connection therewith which have been exercised) which are outstanding. Notwithstanding the foregoing or anything stated to the contrary in this Agreement, upon delivery to Buyer of an executed Tenant Estoppel Certificate that confirms the accuracy of any of the representations and warranties contained in this clause (j) as to the Lease referenced in such Tenant Estoppel Certificate, such confirmed representations and warranties set forth in this clause (j), as to such Lease (but not as to any of the other Leases), shall automatically, without any obligation further action by Seller or Buyer, be void, and shall no longer be of any force or effect. (k) Seller has delivered to Buyer correct and complete (in all material respects) copies of all Contracts which will survive Closing (for the avoidance of doubt, a contract containing a “tail obligation” is deemed a contract which will survive the Closing) and be binding on Buyer or the part Property, and Seller has not received from any counterparty to such Contracts (nor delivered to any counterparty) under such Contracts written notice of Seller to investigate, there is no asbestosa current default which default has not been cured.

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser as follows, all of which shall be remade on the Closing Date as a condition precedent to Purchaser’s obligation to close: (i) Seller is duly organized, validly existing and in good standing under the laws of the State of its formation and is duly qualified and in good standing in the State in which the Real Property is located. Seller has the full right, power and authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement and to perform all duties and obligations imposed on Seller under this Agreement, and covenants withneither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which Seller or any of Seller’s assets is bound. This Agreement is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; (ii) Except as disclosed to Purchaser on Schedule 4.4(ii), there is no existing or pending litigation, arbitration or other legal or administrative suit, action, proceeding or investigation of any kind affecting or involving Seller or the Property other than routine dispossessory proceedings with respect to tenants in default under Space Leases (all of which have been fully described and disclosed to Purchaser in writing) and, to Seller’s actual knowledge, no such matter has been threatened in writing; (iii) To Seller’s actual knowledge, Seller has not received any written (i) notice, citation or other claim alleging violation of any applicable federal, state or local laws or any governmental requirements, or any Permitted Encumbrances, concerning the Property, which has not been fully remedied, with written evidence of the acceptance or approval of such remedy having been provided by the applicable governmental agency (and a copy thereof provided to Purchaser), or (ii) notice from any insurance broker, agent or underwriter that any noninsurable condition exists in, on or about the Real Property, Improvements or any part thereof. (iv) No bankruptcy, insolvency, rearrangement or similar action involving the Seller, whether voluntary or involuntary, is pending or, to Seller’s actual knowledge, threatened, and Seller has never filed a voluntary petition in bankruptcy; been adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Federal bankruptcy act or any other laws; sought or acquiesced in the appointment of any trustee, receiver or liquidator of all or any substantial part of its properties, the Property, personal property or any portion thereof, or made an assignment for the benefit of creditors or admitted in writing its inability to pay its debts generally as the same become due; (v) To Seller’s actual knowledge, Seller has not received any written notice from any governmental authority regarding any change or proposed change to the zoning classification of the Land, any threatened on contemplated condemnation proceedings or proceedings to widen or realign any street or highway adjacent to the Land or that otherwise affects or could reasonably affect the Land or the Improvements; {10610630;2} 11 (vi) Except as may be identified in any environmental reports delivered by Seller to Purchaser as a part of the Due Diligence Items, to Seller’s actual knowledge, Seller has not received any written notice that the following matters are and shall be true Property is in violation of any federal, state, or local laws, ordinances or regulations applicable to the Property with respect to Hazardous Materials (as hereinafter defined) or toxic substances. Except for the foregoing, Seller makes no representations or warranties as to whether the Property contains asbestos, radon or any hazardous materials or harmful or toxic substances, or pertaining to the extent, location or nature of same, if any. Further, to the extent that Seller has provided Purchaser information from any inspection, engineering or environmental reports concerning asbestos, radon or any hazardous materials or harmful or toxic substances, Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation or otherwise concerning the contents of such reports; (vii) The list of the Contracts attached hereto as Exhibit “K” is complete in all material respects as of the date of execution of this Contract hereof, and there are no other service contracts, equipment leases or maintenance contracts currently affecting the Property or the leasing, advertising, management, operation, maintenance or repair thereof other than the property management agreement, which Seller shall cause to be terminated as of the Closing Date:; (aviii) The leases delivered to Purchaser during To Seller’s actual knowledge, except for those tenants in possession of the Feasibility Period (Property under written Space Leases for space in the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except Property, as shown on the rent roll Rent Roll attached hereto as Exhibit “L” ("the “Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There ”), there are no leases, tenanciesparties in possession of, or other rights of occupancy or use for claiming any possession to, any portion of the Project Property, and the Rent Roll is true, correct and complete in all material respects as of the date set forth therein. Seller has, and will have at Closing, full authority to convey the Space Leases and all Deposits free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than as set forth in the Leases. (b) None of the Leases liens, encumbrances and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance security interests that will be released terminated at or prior to Closing unless Purchaser takes title Closing: (ix) Except as set forth on the Rent Roll or disclosed in the Due Diligence Items delivered or made available to Purchaser, to Seller’s actual knowledge: (a) the Space Leases are in full force and effect, have not been amended or modified, and the full current rent is accruing thereunder, (b) no monthly rent has been paid more than one (1) month in advance (except as otherwise expressly permitted or required pursuant to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each terms of the tenants is in fact paying Space Lease), and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached heretono concession, no brokerage moving or leasing commissionsrelocation allowance or credit, management fees or other compensation are payment or credit of any kind is presently owed, or will or could become due or payable and payable, to any tenant under the Space Leases; (x) Subject to normal additions and replacements in the ordinary course of business of Seller, Seller is and will, on the Closing Date, be the owner of all the Tangible Personal Property scheduled on Exhibit “J” used in connection with the Property and has, and will have at Closing, full authority to convey the same free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing; (xi) Seller is not a “foreign person”, firmas that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended; and {10610630;2} 12 (xii) Seller is not now nor shall it be at any time prior to or at the Closing an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity with respect to (collectively, a “Person”) named in any executive orders or on account lists published by the Office of any Foreign Assets Control, Department of the Leases Treasury (“OFAC”) as Persons with whom a United States citizen may not transact business or must limit their interactions to types approved by OFAC. For purposes of this Agreement, all references to “Seller’s actual knowledge”, “the knowledge of Seller” or any extensions similar reference shall be deemed to refer to the current actual knowledge of Xxxx Xxxxxxx, the Group Vice President of Preferred Residential Management, LLC, the current property manager of the Property, without any special investigation or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liabilityinquiry. All brokerage of Seller’s foregoing representations and warranties expressly shall survive the Closing for a period of nine (9) months (the “Limitation Period”). Notwithstanding anything to the contrary contained in this Agreement, in the event that Purchaser or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereofits agents, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporationemployees, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days representatives obtains knowledge prior to Closing that any of such employees should not be terminatedSeller’s representations or warranties were untrue when made in any material respect, in which event the salaries and other benefits to which such employee(sthen (i) are entitled Purchaser shall be prorated at Closing. deemed to have knowledge thereof (jherein, “Deemed Knowledge”), (ii) Except if Purchaser does not elect to exercise its termination right as otherwise a result thereto as provided in Exhibit "G" attached heretothis Agreement, Seller has no knowledge nor has received notice of any pendingthen such representation or warranty automatically and without further action shall be deemed to be qualified by such Deemed Knowledge, threatened or contemplated condemnation and (iii) Purchaser’s sole and exclusive remedy as a result thereof shall be to terminate this Agreement and receive a refund of the Project or Xxxxxxx Money (thereby waiving any part thereof. The and all rights of the parties and remedies otherwise available to Purchaser with respect to any pending such breach of which Purchaser has Deemed Knowledge), unless such misrepresentation is due to a change occurring after the Effective Date due to Seller’s (or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 its agents or affiliates) acts, omissions or breach of this Contract. Agreement , which shall constitute a default by Seller and Purchaser shall have the right to terminate and exercise all rights and remedies under Section 8.1, and thereafter, Purchaser and Seller shall have no further rights or obligations under this Agreement except for the Surviving Obligations. If, notwithstanding that Purchaser has Deemed Knowledge of any such matter, as aforesaid, Purchaser nevertheless elects to close the transaction contemplated by this Agreement, then Purchaser shall be deemed to have waived any and all rights and remedies otherwise available to Purchaser with respect to such breach of which Purchaser has Deemed Knowledge, which waiver expressly shall survive Closing. Seller’s liability for breach of any covenant, indemnity, representation or warranty with respect to this Agreement or any document executed by Seller (kother than for prorations and costs under Section 6.3 or Section 6.4) In shall be limited to claims in excess of an aggregate $10,000; provided, that if the event aggregate of all such claims exceeds $10,000, Seller shall be liable for the full amount of such claims up to the maximum amount permitted pursuant to the immediately following sentence. Seller’s maximum aggregate liability for all claims arising out of Seller’s Representations and Warranties shall not exceed $500,000. Purchaser shall provide written notice to Seller prior to the expiration of the Limitation Period of any alleged breach of Seller’s Representations and Warranties and shall allow Seller ten (10) business days within which to cure such breach, if such breach is curable. If Seller fails to cure such breach after written notice and within such cure period, Purchaser’s sole remedy shall be an action at law for actual damages as a consequence thereof, which must be commenced, if at all, within the Limitation Period; provided that if within the Limitation Period Purchaser gives Seller is comprised written notice of such a breach and Seller notifies Purchaser of Seller’s commencement of a land trust cure, commences to cure and a beneficiary thereofthereafter terminates such cure effort, Seller represents Purchaser shall have an additional time (up to twenty (20) days to allow for Seller’s cure period to fully lapse and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller thereafter take action) from the date hereof of such termination within which to the Closing and Seller will not create any easements, liens or other encumbrances with respect commence an action at law for damages as a consequence of Seller’s failure to the Project. (l) Seller represents, but does not warrant, that, except cure. The Limitation Period referred to herein shall apply to known as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised well as unknown breaches of and is not aware Seller’s Warranties. Purchaser specifically acknowledges that such termination of any defect in the condition liability represents a material element of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Projectconsideration to Seller. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos{10610630;2} 13

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of to Purchaser that: (a) Seller from the date hereof (i) has complete and full authority to execute this Agreement and to convey to Purchaser good and marketable fee simple title to the Closing Property, in accordance with Paragraph 8 of this Agreement, which is free and clear of all liens, encumbrances and other exceptions to title except for the Permitted Title Exceptions, (ii) will execute and deliver such other documents, instruments, agreements, including but not limited to affidavits and certificates necessary to effectuate the transaction contemplated herein, and (iii) will take all such additional action necessary or appropriate to effect and facilitate the consummation of the sale and purchase transaction contemplated herein. (b) Seller will not create further sell, encumber, convey, assign or contract to sell, convey, assign, pledge, encumber or lease all or any easementspart of the Property, liens nor restrict the use of all or other encumbrances any part of the Property, nor take or cause to be taken any action in conflict with respect this Agreement at any time between the Effective Date and (i) Closing, or (ii) the earlier termination of this Agreement pursuant to its terms. Seller additionally hereby represents and warrants that no rights-of- first refusal or similar agreements exist in connection with the ProjectProperty which would in any way interfere with Purchaser's ability to purchase the Property as provided herein, or which is in any way in contravention of the spirit and intent 6f this Agreement. (lc) Seller representsis not a "foreign person" as that term is defined in the I.R.C., Section 1445 (F) (3), nor is the sale of the Property subject to any withholding requirements imposed by the Internal Revenue Code, including, but does not warrantlimited to, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion Section 1445 thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datethat: (a) The leases delivered Seller has the full right, power and authority to Purchaser during sell the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right Property to renew or extend its Lease except Buyer as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere provided in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases.Agreement and to carry out Seller’s obligations hereunder; (b) None of the Leases all requisite action necessary to authorize Seller to enter into this Agreement and none of the rents or other amounts payable thereunder have to carry out Seller’s obligations has been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases.obtained; (c) Except as otherwise provided in Exhibit "C" attached heretothis Agreement has been duly authorized, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller executed and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid delivered by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing.Seller; (d) No tenant the execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other occupant under any of the Leases and no other person, firm, corporation, agreement to which Seller may be a party or other entity has any right or option to acquire the Property or any portion thereofby which Seller may be bound. (e) Except as otherwise provided Seller is a limited liability company duly formed, validly existing and in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by good standing under the landlord under each laws of the LeasesState of Delaware, duly qualified to transact business in the Commonwealth of Virginia, and has all of the other obligations of the landlord thereunder which are required requisite power and authority to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying own its interests in the Project. All Tenant Work identified Property and to operate the Hotel, and to carry on Exhibit "D" its business as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Worknow being conducted. (f) The Rent Roll Seller, to Seller’s Knowledge, has not received any written or oral notification from any governmental authority concerning the Property for any violation of federal, state, county or municipal laws, ordinances or regulations, expressly including any violations concerning health, fire, building, sanitation, safety code violations, zoning, Hazardous Materials or any other environmental problems. Seller agrees to forward to Buyer copies of any notices described in the preceding sentence immediately on receipt by Seller. To Seller’s Knowledge, Seller is not in violation of any governmental laws, ordinances, rules, and regulations applicable to the use and occupation of the Property, including, without limitation, health, fire, sanitation and safety codes. To Seller’s Knowledge, Seller is not in violation of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., or any modifications or amendments thereto, or applicable state law and other federal, state and local laws and the updates thereof (including at the time of Closing), are and shall be true and correct regulations implementing such laws now in all material respects. (g) The statements of income and expense for the Project that are force relating to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice hazardous waste disposal and/or toxic substances (the "Contracts") and there above laws are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received noticecollectively referred to as “Environmental Laws”). Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is has disclosed to Buyer all pending or threatened litigation known to Seller and orders, rulings, notices, permits or investigations known to Seller regarding Hazardous Materials, as such terms are defined in applicable Environmental Laws. Without limiting the sole owner generality of the Project foregoing, Seller will provide information to Buyer with regard to a small diesel fuel oil spill (the “Oil Spill”) from an underground storage tank that occurred at the Property in December 2010, the successful clean-up effort made by Seller in connection therewith, communications between Seller and is executing this Contract the VDEQ with full power respect thereto, and authority the ongoing monitoring activities of Seller in connection therewith. (g) To Seller’s Knowledge, Seller has not received any written or oral notification of a breach of any Contracts, any licenses and permits or any Lease and there are no defaults or conditions which with the passage of time or the giving of notice would constitute defaults thereunder. There are no persons with a right to execute use or occupy the Property other than the tenants under the Leases and cause the consummation guests of the ContractHotel. In either eventEach of the Contracts, Seller representslicenses and permits and Leases being assumed by Buyer are in full force and effect and have not been amended, warrants and covenants modified or supplemented in any way that there shall be no change in the ownership, operation or control of Seller from the date hereof is not expressly disclosed to the Closing and Buyer in writing. (h) To Seller’s Knowledge, there are no actual or threatened conditions or circumstances which would adversely affect the current use of the Property, or Seller’s ability to use the Property to operate the Hotel. (i) To Seller’s Knowledge, the Real Property is not subject to special assessment levies or any roll back taxes. (j) Seller will has not create made any commitment to any governmental or quasi-governmental authority, or to any third person to dedicate or grant any portion of the Real Property for roads, easements, liens rights of way, park lands, or other encumbrances with respect public or private purposes, or to grant any restrictions, or to incur any other expense or obligation relating to the ProjectReal Property. (k) There are no currently effective employment agreements, collective bargaining agreements, or pensions, retirement or profit sharing plans, with or covering any of the employees of the Hotel, except as set forth on Schedule 8.2(k). (l) To Seller’s Knowledge, there are no unrecorded easements that adversely affect the use and operation of the Real Property as a Hotel. Prior to the Closing Date, Seller representswill not grant any easement that will affect title to the Real Property or Seller’s right to transfer its property interest hereunder. (m) There are no other agreements, but does not warrantwritten or oral, thatother than the Contracts, except as otherwise provided in Exhibit "H" attached heretolicenses, permits and Leases, which affect the use or operations of the Hotel. (n) To Seller’s Knowledge, Seller has not been advised received any notice from any insurance company that has issued a policy with respect to the Hotel or from any board of and is not aware fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any defect in the condition of the Projectrepairs, alterations, or any portion thereofother work to the Property, which has which, if not been corrected or which will impair the operation corrected, would result in termination of the Project. insurance coverage. (o) To the best of Seller's knowledge without any obligation on the part of Seller to investigate’s Knowledge, there is are no defect in pending suits, litigation, or administrative proceedings relating to Seller, or to the Real EstateHotel, the Improvementsincluding, the structural elements thereofwithout limitation, the mechanical systems pending labor grievances or arbitrations or suits. (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systemsp) therein or the roof. To the best of Seller's knowledge, the All tangible Personal Property is in good operating conditionworking order. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller hereby represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true to Buyer as of the date of execution of this Contract Agreement Date, and as of hereby agrees with Buyer that with respect to the Closing DateMineral Rights: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project Land and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Projectrelated contracts. (lb) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware received written notice of any defect condemnation proceedings affecting the Mineral Rights which are currently threatened or pending. (c) All leases or contracts affecting all or any part of the Mineral Rights and any other party concerning the sale, conveyance, lease, or occupancy of any interest in the condition Mineral Rights or any part thereof, shall be disclosed to Buyer by Seller on or before December 15, 2004, copies of which the ProjectSeller shall provide to the Buyer, and Buyer may terminate this Agreement within the Inspection Period if any such leases or contracts are objected to (the "CONTRACTS"). Seller shall assign the Contracts to Buyer at the Closing by appropriate assignment, but "as is," without any warranties, express or implied. (d) Seller has not received written notice of any pending or threatened actions, suits or proceedings against or affecting the Mineral Rights or any portion thereof, which has not been corrected or which will impair the operation relating to or arising out of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigateownership, there is no defect in the Real Estateoperation, the Improvementsmanagement, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein use or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation maintenance of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, thatMineral Rights, except as otherwise provided in Exhibit "J" specified on EXHIBIT B attached hereto, . Seller shall furnish Buyer with all information available with respect to the best of Seller's knowledge without scheduled litigation on or before December 15, 2004, and Buyer may terminate this Agreement within the Inspection Period if any obligation on the part of Seller such litigation is unacceptable to investigate, there is no asbestosBuyer.

Seller’s Representations and Warranties. Seller does hereby represent and warrant to Purchaser as follows: a. Seller has been duly organized and validly exists as a corporation in good standing under the laws of Nevada. Seller has all requisite corporate power and authority, and all material and necessary authorizations to own or lease its properties and conduct its business. Seller has the necessary corporate power to enter into this Agreement and to carry out the provisions and conditions of this Agreement. b. This Agreement has been duly and validly authorized, executed and delivered by Seller and represents a valid and warrants binding agreement of Seller, enforceable in accordance with its respective terms, except to the extent that the enforceability hereof or thereof may be limited by (X) bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally or (Y) limitations upon the power of a court to grant specific performance or any other equitable remedy. c. The Shares have been duly authorized by Seller and will be validly issued, fully paid and non-assessable upon delivery. All issued and outstanding Shares and equity interests in Seller have been duly authorized and validly issued and are fully paid and non-assessable. d. Seller is not in violation of its Articles of Incorporation or Bylaws (the “Charter Documents”) and the consummation of the transactions contemplated herein shall not constitute a violation of the Charter Documents. e. Seller owns or possesses the requisite licenses or other rights to use all trademarks, service marks, copyrights, service names, trade names, patents, patent applications and licenses described herein as being owned or possessed by the Seller. There is no material claim or action by any person pertaining to, or proceeding, pending or threatened, which challenges the exclusive rights of Seller with respect to any trademarks, service marks, copyrights, service names, trade names, patents, patent applications and covenants licenses used in the conduct of Seller’s businesses. f. The minute books and corporate records of Seller contain a complete summary of all meetings and actions of the officers, directors and stockholders of Seller since the time of its incorporation (and of any predecessor to the Seller) and reflects all transactions referred to in such minutes accurately in all respects. g. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the other transactions to which it is a party and as contemplated hereby do not and will not: (i) conflict with or violate any provision of Seller’s Charter Documents, (ii) conflict with, Purchaser or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the following matters creation of any lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, upon any of the properties or assets of Seller, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Seller debt or otherwise) or other understanding to which Seller is a party or by which any property or asset of Seller is bound or affected, or (iii) subject to the Required Approvals, as defined by section (h) below, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or government authority to which Seller is subject (including federal and state securities laws and regulations). h. Seller is not required to obtain any consent, waiver, authorization or order of any court or other federal, state, local or other governmental authority in connection with the execution, delivery and performance by Seller of this Agreement, other than the filing of a Current Report on Form 8-K with the SEC and such other filings as are required to be made under applicable federal and shall state securities laws (collectively, the “Required Approvals”). i. Seller has filed all reports, schedules, forms, statements and other documents required to be true filed by Seller under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). To Seller’s best knowledge, as of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, there are no pending comments or queries from the SEC with respect to the SEC Reports. The financial statements of execution Seller included in the SEC Reports (“Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by U.S. GAAP, and fairly present in all material respects the financial position of Seller as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. j. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the best knowledge of Seller, threatened against or affecting Seller or any of its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Contract Agreement or the Securities, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. Excluded from the representations and warranties made in this section is the Internal Revenue Service Notice of Levy in the amount of $152,974 issued on October 1, 2010 resulting from unpaid payroll taxes incurred under previous management. Neither Seller nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the best knowledge of Seller, there is not pending or contemplated, any investigation by the SEC involving Seller or any current or former director or officer of Seller. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Seller under the Securities Act. k. Seller its best knowledge, Company: (i) is not in violation of any order of any court, arbitrator or governmental body, or (ii) is not or has not been in violation of any statute, rule or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably be expected to result in a material adverse effect on the business, assets, financial condition or results of operations of Seller or the performance of its obligations under this Agreement. l. Seller does not currently possess or maintain an ownership interest in the Shares. Seller will engage in commercially reasonable efforts to ensure delivery of the Closing Date:Shares from existing stockholders, along with document sufficient to transfer ownership to Purchaser. (a) m. The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere representations and warranties and statements of fact made by Seller in this Contract. There are no leasesAgreement are, tenanciesas applicable, accurate, correct, and complete and do not contain any untrue statements and information contained herein not false or other rights of occupancy or use for any portion of the Project other than misleading. n. Except as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution Section 3 of this Contract but prior to Closing, Agreement and any commissions or concessions made with respect to such lease shall disclosure schedules that may be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no servicecontract, executory lease, license, indenture, note, bond, agreement, permit, concession, franchise or other contracts or collective bargaining agreements or employment contracts instrument (either oral or written“Contract”) with respect that are material to the Project which are not cancellable on sixty business, properties, assets, condition (60) days' notice (the "Contracts") and there are no recorded mechanics' financial or materialmens' liens otherwise), results of operations or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project prospects of which Seller has received notice. Seller shall terminate all non-union employees taken as a whole, as of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any date of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents In order to induce the Buyer to enter into this Agreement and warrants to, to consummate the transactions contemplated hereby and covenants with, Purchaser that the following matters are and shall be true thereby as of the date of execution of this Contract hereof, Seller makes the representations and as warranties set forth below to the Buyer. i. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the Closing Date: (a) State of Utah. The leases delivered to Purchaser during Seller has the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasesrequisite corporate right, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leasespower, and all of the other obligations of the landlord thereunder which are required authority to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except own or lease and operate its properties and assets that it purports to own, lease or operate, (ii) conduct its business as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining presently conducted; and (iii) perform all its obligations under agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closingit is a party. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Projectii. To the best of Seller's knowledge without any obligation on its knowledge, Seller has all requisite capacity to execute, deliver, and perform this Agreement and to consummate each of the part transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and constitute the legal, valid and binding obligations of Seller and are enforceable in accordance with its respective terms, except to investigatethe extent that their enforcement is limited by applicable law, there is no defect in bankruptcy, insolvency or other laws relating to or affecting the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility enforcement of creditors’ rights generally and sprinkler systems) therein or the roofby general principles of equity. iii. To the best of Seller's Sellers knowledge, the Personal Property is in good operating conditionexecution, delivery and performance of this Agreement and the consummation by Seller of the transaction contemplated hereby and thereby (a) do not violate or conflict with any (i) applicable law, (ii) governmental authorization, or (iii) organizational document of the company or any resolution adopted by the board of directors or the stockholders of the Company. Seller specifically affirms that a majority of its shareholders have indicated that they consent to the transaction contemplated herein. (m) To the best iv. The Technology being transferred is free of Seller's knowledgeany and all liens, the Project encumbrances and the use and operation thereof are claims of any third parties. v. Seller agrees that in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation consideration of the Project as it is presently being operated promises herein, for a period equal to 18 months or the longest period permitted by the laws and court decisions in the State of Utah (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party identified by reason of Seller's ownership Buyer and Seller by the closing date otherwise this period shall be 18 months) from the date of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason transfer of the condition Technology, it will not compete, either directly or use of indirectly, with Buyer in any manner in any business utilizing the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due Technology transferred pursuant to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerthis Agreement. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that hereby makes the following matters representations and warranties to Purchaser, all of which are and shall be true in all material respects as of the date of execution of this Contract Effective Date and which shall, as a condition precedent to Closing hereunder, be true in all material respects as of the Closing Date: (a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware and authorized to transact business in the Commonwealth of Virginia, and has full right, power and authority to execute, deliver and perform its obligations under this Agreement. The leases delivered to Purchaser during execution of this Agreement, the Feasibility Period (delivery of the "Leases") constitute Deed and Seller’s performance of this Agreement and the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown transactions contemplated hereby have been duly authorized by the requisite action on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion part of the Project other than as set forth in Seller and Seller’s members. All persons or entities with the Leasesright or obligation to consent to the conveyance contemplated by this Agreement or to Seller’s entry into this Agreement, have consented to Seller’s entry into, and performance of, this Agreement. (b) None The Fund is a limited partnership, duly organized, validly existing and in good standing under the laws of the Leases State of Delaware and none authorized to transact business in the Commonwealth of Virginia, and has full right, power and authority to execute, deliver and perform its obligations under this Agreement and the Guaranty (as defined below). The execution of this Agreement, the delivery of the rents or other amounts payable thereunder Guaranty and the Fund’s performance of the transactions contemplated thereby have been assigned, pledged, duly authorized by the requisite action on the part of the Fund and Fund’s partners. All persons or encumbered except entities having an interest in the Fund with the right to consent to the first mortgage lender; any such assignmentGuaranty have consented. 6.2. The execution and delivery of this Agreement, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each consummation of the tenants is transactions contemplated hereby, and the performance of the terms hereof by Seller will not result in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account a breach of any of the Leases terms or provisions of, or constitute a default under, any extensions or renewals thereof. Any such commissionsagreement, fees indenture, organizational document or other compensation as are identified on Exhibit "C" shall remain instrument to which Seller is a party or by which it, any of its assets or the obligation Property is bound, nor, to Seller’s knowledge, any judgment, decree, order, or award of any court, governmental body or arbitrator, or of any law, rule, or regulation applicable to Seller or the Property, in each instance in a manner which would or might impair Seller’s ability to convey the Property or otherwise perform its obligations under this Agreement. To Seller’s knowledge, Seller has obtained all consents, approvals, and Seller agrees to indemnify, defend and save harmless Purchaser authorizations from any such liability. All brokerage governmental or leasing commissions and tenant buildquasi-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is governmental authority required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingthe performance of Seller’s obligation to convey the Property to Purchaser pursuant to this Agreement. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) 6.3. Except as otherwise provided set forth in Exhibit "D" attached hereto, all paintingthere are no actions or suits in law or equity or proceedings by any governmental agency (including, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out workcondemnation actions) now pending, or, to the knowledge of Seller, threatened against Seller (or any Seller Affiliate) which relate to the "Tenant Work") have been fully performed and paid for in full Property, an interest therein, any Lease, and/or Seller’s ability to perform its obligations hereunder or will be fully performed and paid in full on the Fund’s obligations under the Guaranty. Any claims, actions, suits or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they proceedings which are occupying in the Project. All Tenant Work identified covered by insurance are so designated on Exhibit "D" as remaining D. Exhibit D also lists all actions, suits or proceedings relating to be completed shall either be completed by the Property to which Seller prior to Closing or Purchaser shall be given any Seller Affiliate is a credit at Closing for the reasonably estimated expenses of completing the Tenant Workparty. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) 6.4. Except as otherwise provided set forth in Exhibit "E" attached heretoG, neither Seller shall have nor any Seller Affiliate has received no written notices notice from fire any governmental body, authority or casualty insurance carriers suggesting agency of any violation of federal, state or requiring physical alterations to the Improvements local laws, ordinances, codes, rules or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens regulations affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the ProjectProperty, who are not subject to including any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereofHazardous Materials, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller which notice has not been advised of fully addressed or is still outstanding. Except as may be set forth in the environmental reports and studies set forth on Schedule 6.4, to Seller’s knowledge the Property is not aware now and has never been used for industrial purposes or for the storage, treatment or disposal of Hazardous Materials, nor, to Seller’s knowledge, has the Property ever been listed by any federal, state or county agency or governmental official as containing any Hazardous Material. For the purposes of this Agreement, (i) “Hazardous Materials” shall mean (A) asbestos in any form, (B) urea formaldehyde foam insulation, (C) polychlorinated biphenyls, or (D) except as permitted under Section 5.3 of the Lease, any flammable explosives, radioactive materials or other substance constituting “hazardous materials” or “hazardous wastes” pursuant to, or which are regulated pursuant to, any Environmental Laws, and (ii) “Environmental Laws” shall mean (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), (B) the Hazardous Materials Transportation Act, as amended (49 U.S.C. Sections 1801 et seq.), (C) the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901 et seq.) and the regulations adopted and promulgated pursuant thereto, (D) the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et seq.), (E) the Clean Air Act (42 U.S.C. Section 7401 et seq.), and the regulations adopted and promulgated pursuant thereto, (F) any other Federal, state or local environmental law, ordinance, rule, regulation and/or other statute or order of a governmental authority relating to pollution or protection of the environment, and (G) any Federal, state or local law, ordinance, rule, regulation and/or other statute or order of a governmental authority relating to the protection, use or development for commercial purposes of any defect “wetlands”. Notwithstanding the foregoing, the term “Hazardous Materials” shall exclude building materials and supplies that are customarily used in the condition of the Project, construction or any portion thereof, which has not been corrected or which will impair the normal operation of office buildings, to the Project. To extent the best of Seller's knowledge without any obligation on the part of Seller to investigatesame are used, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility stored and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are cleaned up in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")Laws. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Subject to the limitations set forth in Paragraph 16.1, Seller hereby represents and warrants toto Purchaser, which representations, warranties and covenants with, Purchaser that the following matters are made to Seller's knowledge and which shall be true as of the date of execution of this Contract deemed repeated and made as of the Closing DateDate and survive the Closing for a period of six (6) months after the Closing Date (i.e., the claiming party shall have no right to make any claims against the other party for a breach of a representation or warranty after the earlier of the preceding dates), as follows: (a) Seller is duly organized and legally existing and in good standing as a limited partnership under the laws of Illinois. The leases delivered execution and delivery of, and performance under, this Agreement are within Seller's powers and have been duly authorized by all requisite partnership action. The person executing this Agreement on behalf of Seller has the authority to Purchaser during do so. This Agreement constitutes the Feasibility Period (legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to equitable principles and laws applicable generally to creditor's rights. Performance of this Agreement will not result in any breach of, or constitute any default under, or result in the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew imposition of a lien or extend its Lease except as shown encumbrance on the rent roll ("Rent Roll") delivered Property under, any agreement or other instrument to Purchaser during which Seller is a party or by which Seller or the Feasibility Period as Property might be bound. To Seller's knowledge, there is no other person or entity who has an ownership interest in the same have been Property or will be updated as whose consent is required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights connection with Seller's performance of occupancy or use for any portion of the Project other than as set forth in the Leasesits obligations hereunder which consent has not been obtained. (b) None There is no pending or threatened litigation or administrative proceedings which would adversely affect the ability of Seller to perform any of its obligations hereunder. No consent or approval of any person or entity or of any governmental authority is required with respect to the execution and delivery of this Agreement by Seller or the consummation by Seller of the Leases and none transactions contemplated hereby or the performance by Seller of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and its obligations set forth in the Leaseshereunder. (c) Except as otherwise provided There are no parties in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account possession of any of the Property other than tenants pursuant to the Rent Roll listed on Exhibit M hereto. (d) There is no pending or threatened condemnation or similar proceeding affecting any of the Property or interest therein. (e) There is no proceeding or threatened action or proceeding which could result in a modification or termination of the present zoning of the Property. (f) There is no action, suit or proceeding pending or threatened against or affecting Seller in any court, before any arbitrator or before or by any Governmental Authority which (a) could adversely affect title to the Property or any part thereof or the use of the Property by Purchaser or otherwise affect the Property in any way, (b) in any manner raises any question affecting the validity or enforceability of this Agreement or any other agreement or instrument to which Seller is a party or by which it is bound and that is or is to be used in connection with, or is contemplated by, this Agreement, or (c) could materially and adversely affect the business, financial position or results of operations of Seller or the Property. (g) Except as shown on the Rent Roll attached hereto as Exhibit M or the Tenant Leases delivered by Seller to Purchaser in connection with Purchaser's review pursuant to Section 7.1, (i) neither Seller nor the tenant is in default any of the Tenant Leases; (ii) each tenant has accepted the premises covered by its Tenant Lease and is in possession of such premises in accordance with its Lease, and (iii) no tenant or any other person or entity has any interest in the Property, or right or option to acquire any interest in the Property, other than the leasehold possessory interest set forth in the respective tenants' Tenant Leases. No tenant has given written notice to Seller of its intention to institute litigation with respect to any Tenant Lease or terminating its tenancy. (h) No brokerage commissions or compensation of any kind shall be due in connection with the Tenant Leases or any extensions or renewals thereof. Any such commissions, fees thereof or other compensation the income derived therefrom except as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable set forth in conjunction with any Lease entered into on or after the date Paragraph 15 hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" H attached heretohereto is a complete and correct list of all management, there are no service, executory or supply, maintenance and other contracts and agreements (other than Tenant Leases) in effect which affect the Property or collective bargaining agreements or employment contracts (either oral or written) with respect are otherwise related to the Project which are not cancellable on sixty construction, ownership, operation, occupancy or maintenance thereof (60) days' notice (collectively, the "Service Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing). (j) Except as otherwise provided Exhibit B attached hereto is a list of all the personal property owned free and clear of all liens and encumbrances by Seller and used or useful in Exhibit "G" attached heretoconnection with the maintenance, Seller has no knowledge nor has received notice of any pending, threatened repair or contemplated condemnation operation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this ContractProperty. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract All insurance policies maintained by or on behalf of Seller are executing this Contract with full power and authority pertaining to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner any of the Project Property or the operation thereof are valid and is executing this Contract in full force and effect and Seller has complied with full power and authority to execute and cause the consummation all requirements or recommendations of the Contractinsurance carriers of such policies. In either event, Seller represents, warrants and covenants that there shall be has received no change in the ownership, operation notice from any insurance company or control of Seller from the date hereof rating organization to the Closing and Seller will not create any easements, liens or other encumbrances with respect to effect that the Projectphysical condition of the Property would prevent obtaining new insurance policies at present rates. (l) There are no property interests, buildings, structures or other improvements or personal property located on the Property that are owned by Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair are necessary for the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller Property that are not being conveyed pursuant to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionthis Agreement. (m) To the best Seller has received no written notice from any governmental entity relating to violations of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental environmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for rules or regulations applicable to the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")Property. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, The Property has a joint promotional program and Seller shall deliver documents related thereto to Purchaser during the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerInspection Period. (o) Seller represents, but does The Property is not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, subject to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosunrecorded reciprocal easement agreements.

Seller’s Representations and Warranties. The Seller represents and warrants to the Buyer that: 5.1.1 the Seller is a corporation duly incorporated and validly existing under the laws of Delaware; 5.1.2 the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action (including shareholder approval) on the part of the Seller; 5.1.3 the Seller is not a party to, bound by, or subject to any agreement, indenture, mortgage, lease, instrument, order, judgment or decree, or any provision of its articles or by-laws, that would be violated, contravened or infringed by the execution and covenants delivery of this Agreement by the Seller or the performance of its obligations under this Agreement; 5.1.4 no authorization, approval, order or consent of, or filing with, Purchaser any Governmental Authority is required on the part of the Seller in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement; 5.1.5 no consent, approval or waiver of a third party is required to be obtained in order to complete the transactions contemplated by this Agreement, other than those that have been obtained; 5.1.6 the following matters Seller owns, possesses and has good and marketable title to all of the Purchased Assets, free and clear of all liens, charges and encumbrances (other than liens for current taxes not yet due) and, at the Closing, the Seller will have the absolute and exclusive right to sell the Purchased Assets to the Buyer as contemplated by this Agreement; 5.1.7 there has not been any material adverse change in the condition of the Purchased Assets or any substantial loss of or damage to the Purchased Assets; 5.1.8 no person other than the Buyer has any written or oral agreement or option or any right or privilege (whether by Law, pre-emptive, contractual or otherwise) capable of becoming an agreement or option for the purchase or acquisition from the Seller of any of the Purchased Assets; 5.1.9 there is no action, litigation or other proceeding in progress, pending or threatened against the Seller that would have a material adverse effect on the Purchased Assets or the ability of the Seller to sell the Purchased Assets to the Buyer; 5.1.10 the use of the Purchased Assets by the Seller is in material compliance with all applicable Laws and the Seller has not received notice of any violation by the Seller of any Laws related to the use of the Purchased Assets; 5.1.11 Schedule 2.1 lists all Intellectual Property that is registered with any Governmental Authority, the jurisdictions (if any) in which that Intellectual Property is registered (or in which application for registration has been made), and the applicable expiry dates of all listed registrations. All necessary legal steps have been taken by the Seller to preserve its rights to the Intellectual Property listed on Schedule 2.1. All license agreements under which the Seller has been granted a right to use, or otherwise exploit, Intellectual Property owned by third parties are also listed on Schedule 2.1. The Intellectual Property that is owned by the Seller is free and shall clear of any Encumbrances, and no Person other than the Seller has any right to use that Intellectual Property except as disclosed in Schedule 2.1. The use by the Seller of any Intellectual Property owned by third parties is valid, and the Seller is not in default or breach of any license agreement relating to that Intellectual Property, and there exists no state of facts that, after notice or lapse of time or both, would constitute a default or breach under that Intellectual Property. The Intellectual Property forming part of the Purchased Assets does not infringe the intellectual property of any Person; 5.1.12 the Seller has paid all compensation or other amounts owed to any current or former employee or independent contractor of the Seller, including wages, salary, bonus, vacation pay or other remuneration, for all periods relating to the service with the Seller at any time prior to the Closing Date; 5.1.13 all personal information in the possession of the Seller forming part of the Purchased Assets has been collected, used and disclosed in compliance with all applicable Laws in those jurisdictions in which the Seller conducts, or is deemed by operation of law in those jurisdictions to conduct, the Business. 5.1.14 all facts relating to the Purchased Assets that would be material to a prospective buyer of the Purchased Assets under this Agreement have been disclosed to the Buyer; 5.1.15 the Seller acknowledges that any certificates representing the Warrants and the Warrant Shares will bear such legend or legends as may, in the opinion of counsel to the Buyer and Parent be reasonably necessary in order to avoid a violation of any securities Laws or to comply with the requirements of the TSXV, provided that if, at any time, in the opinion of counsel to the Buyer and Parent such legends are no longer necessary to avoid a violation of any such Laws, or the holder of any such legended certificate or direct registration statement, at the holder’s expense, provides the Buyer and Parent (which may include an opinion of counsel reasonably satisfactory to the Buyer and Parent) to the effect that such holder is entitled to sell or otherwise transfer such securities in a transaction in which such legends are not required, such legended certificate or direct registration statement may thereafter be surrendered to the Buyer and Parent in exchange for a certificate or direct registration statement which does not bear such legend; 5.1.16 the representations and warranties contained in this Section 5.1 will be true on and as of the date of execution of this Contract Closing Date with the same effect as if made on and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller hereby represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datethat: (a) The leases All of the documents and information required to be delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right Buyer pursuant to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same Section 2.01 have been or will be updated as required in the GIS Lease so delivered without intentional alteration or elsewhere in this Contractomission. There are no The leases, tenancieslicenses and other occupancy agreements, or other rights contracts and service agreements, including any amendments thereto, delivered pursuant to Section 2.01 are all the leases, licenses, occupancy agreements, contracts and service agreements affecting the Property and such leases licenses, occupancy agreements and contracts and service agreements, are true, accurate and complete copies of occupancy or use for any portion of the Project other than as set forth in the Leasessuch agreements. (b) None To Seller's knowledge, there are not pending any special assessments (with the exception of a special assessment for construction of the Leases New York Avenue subway stop) or condemnation actions with respect to the Property. All real estate taxes, due and none payable with respect to the Property, on or before closing (excepting special assessments or benefit charges, which are payable over a period of the rents or other amounts payable thereunder years) have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or paid in full prior to Closing unless Purchaser takes title to the Project closing, subject to such mortgage as provided elsewhere pro-ration in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesaccordance with Section 5.05 below. (c) Except as otherwise provided in Exhibit "C" attached heretoThis Agreement has been, no brokerage and all the documents to be delivered by Seller to Buyer at closing pursuant to Section 5.02 will be, duly authorized, executed and delivered by Seller or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be at Closing binding on Seller. Seller is a limited liability company, duly organized and validly existing and in good standing under the responsibility laws of Purchaser Delaware, is qualified to do business in the District of Columbia. Seller has the capacity and shall be paid by Purchaser, except that, if any tenant authority to enter into this Agreement and consummate the transactions herein provided. Seller has obtained all consents and permissions related to the transactions and contemplated and required under any lease entered into on covenant, agreement, encumbrance or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingapplicable laws. (d) No tenant or other occupant under any To Seller's knowledge, this Agreement, and the transfer of the Leases and no other personProperty by Seller, firmdo not violate any contract, corporation, agreement or other entity has any right instrument to which Seller is a party or option to acquire by which the Property Seller is bound or any portion thereofapplicable law. (e) Except as otherwise The Property is not, or at Closing hereunder will not be, subject to mechanic's liens or other similar liens for services provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each or on behalf of the LeasesSeller, or other matters of record that evidence, secure or create a lien upon the Property, for payment of any monetary sum, other than a lien for real estate taxes, assessments, vault rents or other similar charges not yet due and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workpayable. (f) The Rent Roll and Seller is not a "foreign person" within the updates thereof (including at meaning of Section 1445(f)(3) of the time Internal Revenue Code of Closing), are and shall be true and correct in all material respects1986. (g) The statements of income To Seller's knowledge, there is no court action, arbitration, mediation, reference, investigation or other legal proceedings (i) pending or threatened against Seller before any court or administrative agency that affects or could affect Seller's ability to perform its obligations under this Agreement or that, if decided adversely to Seller, could have a material adverse affect on the Property, or (ii) specifically relating to the Property (other than routine slip and expense for the Project fall claims covered by insurance) that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respectspending or threatened or have previously been settled or otherwise concluded since January 1, 2001. (h) Except as otherwise provided disclosed in the environmental reports and other materials listed on Exhibit B attached hereto (the "E" attached heretoEnvironmental Materials"), Seller shall have has received no written notices from fire related to any Environmental Laws or casualty insurance carriers suggesting or requiring physical alterations any Hazardous Substances pertaining to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received noticeProperty. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached heretoTo Seller's knowledge, Seller has no knowledge nor has received notice of any pending, threatened environmental reports or contemplated condemnation of studies relating to the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change Property in the ownership, operation its possession or control of Seller from other than the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project Environmental Materials and the use Environmental Materials delivered to Buyer are true and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestoscomplete copies

Seller’s Representations and Warranties. The Seller hereby represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datefollows: (a) The leases delivered representations and warranties contained in this Section are true and correct and so shall continue to Purchaser during be until one year after the Feasibility Period Closing Date, it being understood that each of said statements of facts, representations and warranties have been deemed by the parties to be material and essential, and shall survive the execution and delivery of this Agreement. (b) This Agreement and the "Leases") constitute documents and instruments executed by the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same Seller have been or will be updated as required in duly and validly executed by the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion Seller and constitute valid and legally binding obligations of the Project other than as set forth Seller, enforceable in accordance with the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesterms thereof. (c) Except as otherwise provided in Exhibit "C" attached heretoSeller has the right to sell the Shares free and clear of any and all liens, restrictions, options, voting trusts or agreements, proxies, encumbrances, claims or charges of any kind whatsoever. Seller will have at the Closing physical custody of the certificates evidencing all of the Shares. At the Closing, there shall be no brokerage or leasing commissionsoutstanding warrants, management fees stock options or other compensation are due or payable rights in third parties that would give rise to a claim on such Shares to any personthird party. At Closing, firmand subject to the approval referred to in Section 9 below, corporationBuyer will acquire good and defensible title to the Shares, free and clear of any and all liens, restrictions, options, voting trusts, or other entity with respect agreements, proxies, encumbrances, claims or, to or on account Sellers’ Knowledge, charges of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingkind. (d) No tenant or other occupant under any The execution and delivery of this Agreement by the Seller and the performance of the Leases and no other personobligations contemplated herein, firmare within the corporate authority of the Seller, corporation, are not in conflict with any resolution adopted by the Shareholders Meeting or other entity has any right or option to acquire the Property or any portion thereofBoard of Directors of the Seller. (e) Except as otherwise provided Seller shall forgive at the Closing all debt owed by the Parent Company and NGTV to Seller in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required the approximate amount of US$ 12,000,000.00. A list of the debt to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" forgiven is attached as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant WorkSchedule 1. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toIn connection with the --------------------------------------- issuance of (i) the Purchased Shares, (ii) the Warrants, and covenants with(iii) the shares of Parent Common Stock underlying the Warrant upon the exercise thereof ((i), Purchaser that (ii) and (iii), collectively, the following matters "Parent Securities") to the Seller, the Seller hereby represents, warrants and acknowledges to the Buyer and the Parent as follows: 2.1 The Parent Securities are being acquired by the Seller for its own account, for investment purposes and shall be true as not with a view to the sale or distribution of all or any part of the date Parent Securities, nor with any present intention to sell or in any way distribute the same, as those terms are used in the Securities Act of execution of this Contract and 1933, as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period amended (the "LeasesAct") constitute ), and the entire agreement with each tenant. No tenant rules and regulations promulgated thereunder. 2.2 The Seller has any right sufficient knowledge and experience in financial matters so as to renew or extend its Lease except as shown on be capable of evaluating the rent roll ("Rent Roll") delivered to Purchaser during merits and risks of acquiring the Feasibility Period Parent Securities. 2.3 The Seller has reviewed copies of such documents and other information as the same have been or will be updated as required Seller has deemed necessary in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required order to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) an informed investment decision with respect to the Project which are Seller's acquisition of the Parent Securities. 2.4 The Seller understands that the Parent Securities may not cancellable on sixty (60) days' notice (be sold, transferred or otherwise disposed of without registration under the "Contracts") Act or the availability of an exemption therefrom, and there are no recorded mechanics' that in the absence of an effective registration statement covering the Parent Securities or materialmens' liens or claims an available exemption from registration under the Act, the Parent Securities must be held indefinitely. Further, the Seller understands and has the financial capability of assuming the economic risk of an investment in the Parent Securities for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project an indefinite period of which time. 2.5 The Seller has received notice. been advised that the Seller shall terminate all non-union employees will not be able to dispose of the ProjectParent Securities, who are not subject to or any employment contract identified in Exhibit "F"interest therein, effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that without first complying with the relevant provisions of the Act and any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closingapplicable state securities laws. (j) Except as otherwise provided 2.6 The Seller acknowledges that the Parent is under no obligation to register the Parent Securities or to furnish any information or take any other action to assist the undersigned in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice complying with the terms and conditions of any pending, threatened or contemplated condemnation of exemption which might be available under the Project Act or any part thereof. The rights of the parties state securities laws with respect to sales of the Parent Securities in the future. 2.7 Each certificate representing Parent Securities or any pending other securities issued or threatened condemnation proceeding identified issuable, directly or indirectly, in respect of the Parent Securities upon any stock split, stock dividend, recapitalization, merger, consolidation, share exchange or similar event, including pursuant to Section 4.1 below, shall be endorsed, stamped or otherwise imprinted with a legend in substantially the following form: THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN EITHER CASE, SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. Seller agrees that the Parent may make a notation to this effect on Exhibit "G" are governed its records and instruct any transfer agent of the Parent Securities to impose transfer restrictions on the shares represented by Paragraph 13 certificates bearing the legend referred to in this section to enforce the provisions of this ContractAgreement. (k) In 2.8 Seller has the event that capacity and power to enter into and execute this Agreement and to perform fully Seller's obligations hereunder. The execution of this Agreement and the consummation by Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project transactions contemplated hereby have been approved and that authorized by all parties executing this Contract on behalf necessary corporate action. This Agreement has been duly executed by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller are executing this Contract in accordance with full power its terms, subject to applicable bankruptcy, liquidation and authority to execute and cause the consummation other concursus rules. 2.9 The execution of this Contract. In the event that Seller does not include a land trustAgreement by Seller, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, transactions contemplated hereby and the performance by Seller represents, warrants of this Agreement in accordance with its terms and covenants that there shall be no change conditions will not: (i) require any Permit (as defined in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the ProjectPurchase Agreement), or any portion thereofnotice to, which has not been corrected filing or which will impair the operation registration with, or permit, license, variance, waiver, exemption, franchise, order, consent, authorization or approval of, any other person; (ii) violate, conflict with or result in a breach of the Project. To the best any provision of Seller's knowledge without any obligation on the part or constitute a default (or an event which, with notice or lapse of Seller to investigatetime or both, there is no defect would constitute a default) under, or result in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein termination or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pendingmodification of, or accelerate the performance required by, or modify (or allow any other party thereto to the best of Seller's knowledge, threatened, against Sellermodify), any of the entities comprising terms, conditions or provisions of (x) Seller's articles of association or (y) any contract or other agreement to which Seller is a party or by or to which Seller is bound or subject; or (iii) violate any judgment, nor are ruling, order, writ, injunction, award, decree, statute, law, ordinance, code, rule or regulation of any of such proceedings contemplated by Sellercourt or foreign, federal, state, provincial, regional, county or local government or any of the entities comprising other governmental, regulatory or administrative agency or authority which is applicable to Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that hereby makes the following matters are representations and warranties to Purchaser, each of which shall be true as of the date of execution of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be throughout the responsibility of Purchaser contract period, and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless immediately provide Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received with written notice of any pendingevent which would make any representation or warranty set forth below incorrect or untrue, threatened or contemplated condemnation and upon receipt of such notice, Purchaser may elect to terminate this Agreement. Upon Purchaser’s election to terminate, this Agreement shall be without any further force and effect, and without further obligation of either part to the Project or any part thereofother. The rights of If this Agreement is terminated under this Section, the parties with respect Xxxxxxx Money Deposit shall be returned to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this ContractPurchaser. (k) In the event that 6.2.1. Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with has full power and authority to execute enter into and cause carry out the consummation terms and provisions of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents Agreement and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either eventdeliver all documents which are contemplated by this Agreement, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control all actions of Seller from necessary to confer such authority upon the date hereof to the Closing persons executing this Purchase and Seller Sale Agreement and such other documents will not create any easementshave been, liens or other encumbrances with respect to the Projectwill be, taken. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, 6.2.2. Seller has not been advised of and is not aware of received any defect in written notice from any governmental authorities or regulatory agencies that eminent domain proceedings for the condition condemnation of the Project, Property are pending or any portion thereof, which threatened. 6.2.3. Seller has not been corrected received any written notice of pending or threatened investigation, litigation or other proceeding before a local governmental body or regulatory agency which will impair would materially and adversely affect the operation of the ProjectProperty. 6.2.4. To the best of Seller has not received any written notice from any governmental authority or regulatory agency that Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the ProjectProperty is presently in violation of any applicable zoning, land use or other law, order, ordinance or regulation affecting the Property. 6.2.5. To No special or general assessments have been levied against the extent Property except those disclosed in the Preliminary Title Report, and Seller has not received written notice that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, such assessments are threatened. 6.2.6. Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments is not a "foreign person" for the benefit purposes of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any Section 1445 of the entities comprising SellerInternal Revenue Code. 6.2.7. Seller is a Washington municipal corporation, nor are any of such proceedings contemplated by Sellerduly formed and organized, or any validly existing and in good standing under the laws of the entities comprising SellerState of Washington. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser as of the Effective Date as follows: 10.1.1 Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of the State of Illinois. 10.1.2 Subject to Section 8.2.1 above, Seller has full power, right and authority to enter into and perform its obligations under this Agreement. Subject to Section 8.2.1 above, the execution, delivery and performance of this Agreement by Seller have been duly and properly authorized by proper corporate action in accordance with applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, Exhibit C attached hereto lists all of the Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not be assigned to Purchaser at Closing. Notwithstanding anything in this Agreement to the contrary, Seller does not covenant or represent that any particular Service Contract will be in force or effect as of the Closing or the parties to the Service Contracts will not be in default under their respective Service Contracts, and covenants withthe existence of any default by any party under any Service Contract shall not affect the obligations of Purchaser hereunder. 10.1.4 To Seller’s knowledge, Purchaser that Exhibit L attached hereto describes, in all material respects, the following matters are and shall be true information concerning the Leases affecting the Property as of the date of execution of this Contract and as of the Closing Date: thereon (“Rent Roll”): (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasesunit number, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None name of the Leases and none of the rents or other amounts payable thereunder have been assignedtenant, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached heretorental rate, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other personmove in date, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leasesexpiration date, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time amount of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received noticesecurity deposit. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has makes no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties representation with respect to any pending or threatened condemnation proceeding identified on information provided in Exhibit "G" are governed by Paragraph 13 of K that is not described in the preceding sentence. Notwithstanding anything in this Contract. (k) In Agreement to the event that Seller is comprised of a land trust and a beneficiary thereofcontrary, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership covenant or other entity, Seller represents and warrants represent that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller tenants under Leases will not create be in default under their respective Leases, and the existence of any easements, liens or other encumbrances with respect to default by any tenant under its Lease shall not affect the Projectobligations of Purchaser hereunder. (l) Seller represents, but does not warrant, that10.1.5 To Seller’s knowledge, except as otherwise provided in set forth on Exhibit "H" N attached hereto, Seller has not been advised received from any governmental authority having the power of and is not aware eminent domain any written notice of any defect in the condition condemnation of the Project, Property or any portion part thereof, which has not been corrected or which will impair the operation of the Project. . 10.1.6 To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's ’s knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project except as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in set forth on Exhibit "I" O attached hereto, there are Seller has received no written notice of any pending orlitigation initiated against Seller or the Property which would materially affect the Property after Closing. 10.1.7 To Seller’s knowledge, except as set forth on Exhibit P attached hereto, Seller has not received from any governmental authority written notice of any material violation of any building, fire or health code or any other statute applicable to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in Property which Seller is or will not be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred cured prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datethat: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required Seller is a duly organized and validly existing California limited liability company, is in good standing in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights State of occupancy or use for any portion of the Project other than as set forth California and in the Leasesstate of its formation, if different, and has full power to enter into this Agreement and to perform its obligations under this Agreement. (b) None The execution and delivery of the Leases this Agreement has been duly authorized by all necessary and none appropriate action of the rents Seller. This Agreement constitutes a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject to bankruptcy, fraudulent conveyance, moratorium or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents creditor’s rights and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leaseslimitations on equitable remedies. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage No consent or leasing commissions, management fees or other compensation are due or payable to approval of any person, firm, corporationentity, or other entity governmental authority is required with respect to the execution and delivery of this Agreement by Seller or on account of any the consummation by Seller of the Leases transactions contemplated hereby or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation performance by Seller of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant its obligations under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingAgreement. (d) No tenant There are no Space Leases, ground leases, license agreements, occupancy agreements or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property similar agreements affecting all or any portion thereofof the Property except for the leases (collectively, the “Space Leases”) listed in Exhibit C (as supplemented pursuant to Section 5.05(p) below) to this Agreement. All of the Space Leases described in Exhibit C are in full force and effect, there are no defaults by any party thereunder, and true and complete copies of the Space Leases and all instruments and documents related to the Space Leases have been provided to Purchaser. (e) Except There are no Hotel Contracts or similar agreements affecting the Property except as otherwise provided set forth in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required D to be performed by the landlord under each this Agreement (as supplemented pursuant to Section 5.05(p) below). Any equipment leases set forth on Exhibit D (as supplemented pursuant to Section 5.05(p) below) are specifically identified as such. All of the LeasesHotel Contracts are in full force and effect, there are no defaults by Seller or, to Seller’s knowledge, any other party thereunder, and all true and complete copies of the other obligations of Hotel Contracts and all instruments and documents related to the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") Hotel Contracts have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining provided to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant WorkPurchaser. (f) The Rent Roll Existing Franchise Agreement is in full force and effect and has not been extended, amended, modified or otherwise supplemented. To Seller’s knowledge, after due inquiry of Hilton, there are no defaults by Seller under the updates thereof (including at Existing Franchise Agreement or, to the knowledge of Seller, by any other party thereunder, nor has any event occurred which, with passage of time or the giving of Closing)notice or both, are would constitute a default by Seller or, to the knowledge of Seller, by any other party thereunder. True and shall be true and correct in all material respectscomplete copies of the Existing Franchise Agreement have been provided to Purchaser. (g) The statements of income and expense To Seller’s knowledge all Permits necessary for the Project that are to be furnished hereunder accurately represent the operations operation of the Project for periods covered thereby Hotel are set forth in Exhibit E to this Agreement. The Permits are in full force and are effect, Seller has received no notice of any violations thereof, and will be true and correct in complete copies of all material respectsof the Permits have been delivered to Purchaser. (h) Except as otherwise provided in Exhibit "E" attached heretoAll Hotel Employees are employed by Seller or the Hotel’s property manager. There are no agreements relating to any representation, labor or collective bargaining agreement affecting the Hotel, and no Hotel Employees are employed under union agreements, collective bargaining, written or oral employment agreements or similar arrangements. Neither Seller shall have nor to Seller’s knowledge, Seller’s property manager has received no written notices any notice from fire any labor union or casualty insurance carriers suggesting group of employees that such union or requiring physical alterations group represents or believes or claims it represents or intends to the Improvements or represent any of its mechanicalthe Hotel Employees. There are no current strikes or work stoppages at the Hotel nor, electrical to Seller’s knowledge, has any such strike or plumbing systems, which have not work stoppage been correctedthreatened. (i) Except as otherwise provided in Exhibit "F" attached heretoSeller has received no notice of, and, to Seller’s knowledge, there are no serviceviolations of laws, executory ordinances, orders or other contracts regulations (“Laws”) of governmental or collective bargaining agreements or employment contracts (either oral or written) quasi-governmental authorities with respect to the Project which are not cancellable on sixty Property (60) days' notice (the "Contracts"including, without limitation, those related to environmental, labor or employment matters) and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees current use of the Project, who are not subject to any employment contract identified Property is in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twentycompliance with all zoning and land-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries use laws and other benefits to which such employee(s) are entitled shall be prorated at Closingordinances. (j) Except To Seller’s knowledge, except as otherwise provided in set forth on Exhibit "G" I attached hereto, Seller has hereto no knowledge nor has received notice of any pending, threatened asbestos or contemplated condemnation of the Project petroleum or any part thereof. The rights of substances defined as hazardous materials or hazardous wastes under any applicable Laws are or have been used, stored, generated or released at the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this ContractProperty. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract Except as set forth on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" J attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estatelitigation, the Improvementsaction, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no proceeding pending or, to the best of Seller's ’s knowledge, threatened judicialrelating to the Property or the transactions contemplated by this Agreement, municipal including, but not limited to, those alleging the violation of any Laws pertaining to employment or administrative proceedings affecting the Project employment practices or in which Seller is or will be a party by reason of Seller's ownership those alleging violation of the Project Americans with Disabilities Act, nor is the Hotel affected by any settlement agreement, consent decree or other resolution to any portion thereofprior litigation, including without limitation, proceedings action or proceeding. (l) Seller has provided to Purchaser (i) true and complete copies of all bills for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or real estate and personal injuries or property damage alleged to have occurred on taxes and assessments for the Project or by reason 2004 tax year and the two immediately preceding tax years and (ii) a true and complete list of the current Hotel Employees together with a schedule setting forth the compensation and fringe benefits (including, but not limited to, benefit plans) accorded to such Hotel Employees. (m) Seller has provided to Purchaser unaudited financial statements and STR reports for the 2000, 2001, 2002 and 2003 calendar years and year-to-date financial statements for the 2004 calendar year. All such statements for the Hotel are, and any financial statements for later periods to be provided by Seller pursuant to this Agreement shall be, true and correct and have, or will, accurately reflect in all material respects the financial condition or use of the ProjectHotel for the applicable period. To There have been no material adverse changes in the extent that any proceeding involving personal injury or property damage exists or later arises due financial condition of the Hotel since the date of the last such statement delivered to an act or omission alleged to have occurred Purchaser prior to Closing, the execution of this Agreement. (n) Seller agrees to indemnify, defend owns good and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or marketable title to the best of Seller's knowledgePurchased Assets, threatened, against Seller, any of subject only to the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerPermitted Exceptions. (o) Other than to Hilton pursuant to the Franchise Agreement, Seller representshas not granted to any person or entity any options or other agreements of any kind, whereby any person or entity other than Purchaser will have acquired or will have any right to acquire title to all or any portion of the Purchased Assets. (p) Seller has paid all taxes (including, without limitation, transient occupancy (bed) taxes), assessments and other governmental charges relating to the operation of the Hotel that were due and payable prior to the Effective Date. (q) Other than the agreements disclosed in this Agreement, and to Seller’s knowledge, there are no agreements, written or oral, affecting the Property, which would be binding on Purchaser following the Closing. (r) Seller is not a “foreign person” as defined in the Internal Revenue Code of 1986, as amended. (s) Mxxxxxx XxXxxxx is President and Chief Operating Officer of Seller and Pxxxx Xxxxxxxxx is Vice President — Development of Seller. Mx. XxXxxxx and Mx. Xxxxxxxxx are the individuals employed by Seller having supervisory responsibility for and control of the Hotel and are the employees of Seller having the most knowledge of the matters which are the subject of the foregoing representations which are limited to Seller’s knowledge. (t) Neither Seller nor any of its respective officers, directors, shareholders, partners, members or affiliates (including the indirect holders of equity interests in Borrower) is an entity or person: (i) that is listed in the Annex to, or is otherwise subject to the provisions of Executive Order 13224 issued on September 24, 2001 (“EO13224”); (ii) whose name appears on the United States Treasury Department’s Office of Foreign Assets Control (“OFAC”) most current list of “Specifically Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but does not warrantlimited to, thatthe OFAC website, except http:wxx.xxxxx.xxx/xxxx/x00xxx.xxx)(xxx “OFAC List”); (iii) who commits, threatens to commit or supports “terrorism”, as that term is defined in EO 13224; or (iv) who is otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without affiliated with any obligation on the part of Seller to investigate, there is no asbestosentity or person listed above.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser to Buyer that the following matters are and shall be true as of the date of execution Execution Date: 4.1.1 Seller is a company, duly organised and incorporated under the Applicable Law, and has all requisite corporate power and authority to own or lease and operate its properties and to carry on its business as proposed to be conducted under this Agreement. 4.1.2 The execution, delivery and performance of this Contract and as of the Closing DateAgreement by Xxxxxx: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown been duly authorized by all requisite corporate action on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasespart of Seller, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation proceedings on the part of Seller or any other Person are necessary for such authorisation; (b) will not violate (i) Applicable Law or any applicable order of any Relevant Authority or (ii) any provision of the memorandum and articles of association of Seller; and (c) will not violate, be in conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any indenture, agreement for borrowed money, bond, note, instrument or other agreement to investigatewhich Seller is a party or by which Seller or its property is bound, there excluding defaults or violations that would not, individually or in the aggregate, have a material adverse effect on the business, properties, financial condition or results of operation of Seller, or on its ability to perform its obligations hereunder. 4.1.3 This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms, subject to Applicable Law. 4.1.4 No filing or registration with, no notice to and no permit, authorisation, consent or approval of any Person is required for the execution, delivery or performance of this Agreement by Seller, except for the Initial Authorisations. 4.1.5 Seller is not in default under any agreement or instrument of any nature whatsoever to which it is a party or by which it is bound in any manner that would have a material adverse effect on its ability to perform its obligations hereunder or the validity or enforceability of this Agreement. 4.1.6 There is no defect in the Real Estateaction, the Improvementssuit, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein proceeding or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no investigation pending or, to the best of Seller's ’s knowledge, threatened judicial(a) for the dissolution of Seller, municipal or administrative proceedings affecting (b) against Seller, which, if adversely determined, would have a material adverse effect on its ability to perform its obligations hereunder or the Project validity or enforceability of this Agreement. 4.1.7 It is not in violation of any Applicable Law or judgment entered by any Relevant Authority, which violations, individually or in which Seller is the aggregate, would materially affect the performance of any of its obligations under this Agreement. There are no legal or will be a party arbitration proceedings or any proceeding by reason or before any Relevant Authority, now pending or (to the best knowledge of Seller's ownership ) threatened against Seller that, if adversely determined, could reasonably be expected to have a materially adverse effect on the financial condition, operations, prospects or business, as a whole, of Seller, or its ability to perform under this Agreement. 4.1.8 It has: (a) carefully examined this Agreement, including the Project or any portion thereofSchedules, thoroughly and become familiar with all their respective terms and provisions; (b) investigated to its satisfaction the Applicable Law and it is satisfied it can perform its obligations under this Agreement in accordance with Applicable Law; (c) the experience, qualifications, and capabilities to perform its obligations hereunder; and (d) made all investigations and inspections that it deems necessary to perform its obligations hereunder, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason limitation investigations and inspections of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerSite. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Company Shares, Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true as of the date of execution of this Contract warranties to Buyer, which representations and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and warranties shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations as of the Project for periods covered thereby and are and will be true and correct in all material respects.Closing date as well as on the date hereof: (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which 3.1 Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute enter into this Agreement and cause to carry out the consummation transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. Neither the execution and delivery of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause Agreement nor the consummation of the Contracttransactions contemplated hereby requires the approval or consent of any third party, whether governmental or otherwise. 3.2 Seller is the only legal, record and beneficial owner of the Company Shares. In either eventExcept for the lien created by that certain Stock Pledge Agreement (the "Stock Pledge"), dated as of May __, 2000, by and among First Southern Bank, the Seller representsand other parties, warrants the Company Shares are free and covenants clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. Upon the conveyance of the Company Shares, the Buyer will be vested with legal and valid title to the Company Shares, free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind, except for the Stock Pledge.. 3.3 There is no outstanding right, agreement, power of attorney, commitment or understanding of any nature whatsoever, that there shall be no change in (i) calls for the ownershipissuance, operation sale, pledge or other disposition of any stock constituting the Company Shares, (ii) obligates the Seller to enter into any of the foregoing or (iii) relates to the voting or control of Seller from such Company Shares. 3.4 The execution, delivery and performance of this Agreement and the date hereof to the Closing and Seller transactions contemplated by this Agreement will not create conflict with, or constitute or result in a breach, default or violation of (i) any easementslaw, liens ordinance, regulation or rule applicable to Seller; (ii) any order, judgment, injunction or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in decree by which Seller is bound; or (iii) any written or oral contract, agreement, or commitment to which Seller is a party; nor will such execution, delivery and performance result in the creation of any lien or encumbrance upon the Company Shares. 3.5 The representations and warranties contained in this Section do not contain any untrue statement of a material fact or omit to state a material fact required or necessary to be a party by reason of Seller's ownership stated therein to make the statements made therein, in light of the Project or any portion thereofcircumstances in which they were made, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellernot misleading. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. In order to induce Buyer to enter into this Agreement and purchase the Company Shares, Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true as of the date of execution of this Contract warranties to Buyer, which representations and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and warranties shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations as of the Project for periods covered thereby and are and will be true and correct in all material respects.Closing date as well as on the date hereof: (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which 3.1 Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute enter into this Agreement and cause to carry out the consummation transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms. Neither the execution and delivery of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause Agreement nor the consummation of the Contracttransactions contemplated hereby requires the approval or consent of any third party, whether governmental or otherwise. 3.2 Seller is the only legal, record and beneficial owner of the Company Shares. In either eventExcept for the lien created by that certain Stock Pledge Agreement (the "Stock Pledge"), dated as of June 8, 2000, by and among First Southern Bank, the Seller representsand other parties, warrants the Company Shares are free and covenants clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind. Upon the conveyance of the Company Shares, the Buyer will be vested with legal and valid title to the Company Shares, free and clear of all liens, pledges, security interests, irrevocable proxies, encumbrances or restrictions of any kind, except for the Stock Pledge. 3.3 There is no outstanding right, agreement, power of attorney, commitment or understanding of any nature whatsoever, that there shall be no change in (i) calls for the ownershipissuance, operation sale, pledge or other disposition of any stock constituting the Company Shares, (ii) obligates the Seller to enter into any of the foregoing or (iii) relates to the voting or control of Seller from such Company Shares. 3.4 The execution, delivery and performance of this Agreement and the date hereof to the Closing and Seller transactions contemplated by this Agreement will not create conflict with, or constitute or result in a breach, default or violation of (i) any easementslaw, liens ordinance, regulation or rule applicable to Seller; (ii) any order, judgment, injunction or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in decree by which Seller is bound; or (iii) any written or oral contract, agreement, or commitment to which Seller is a party; nor will such execution, delivery and performance result in the creation of any lien or encumbrance upon the Company Shares. 3.5 The representations and warranties contained in this Section do not contain any untrue statement of a material fact or omit to state a material fact required or necessary to be a party by reason of Seller's ownership stated therein to make the statements made therein, in light of the Project or any portion thereofcircumstances in which they were made, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellernot misleading. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. In consideration of Purchaser’s entering into this Agreement and as an inducement to Purchaser to purchase the Real Property from Seller, Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true warranties to Purchaser, as of the date of execution of this Contract and as of the Closing Effective Date: (a) The leases delivered (i) Seller has the legal right, power and authority to Purchaser during enter into this Agreement and the Feasibility Period instruments described herein, and to consummate the transaction contemplated hereby; (ii) All requisite action (corporate, trust, partnership or otherwise) has been taken by Seller in connection with the "Leases") constitute entering into this Agreement and the entire agreement with each tenantinstruments described herein, and the consummation of the transaction contemplated hereby. No tenant has consent of any right to renew partner, shareholder, trustee, member, manager, trustor, beneficiary, creditor, investor, judicial or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasesadministrative body, tenancies, governmental authority or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases.party is required; (biii) None of The individuals executing this Agreement and the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or instruments described herein on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation behalf of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility partners of Purchaser and shall be paid by Purchaser, except thatSeller, if any tenant under any lease entered into on or after any, have the date legal power, right and actual authority to bind Seller to the terms and conditions hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing.and thereof; (div) No tenant or other occupant under any of the Leases This Agreement and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly documents required hereby to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed executed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true valid, legally binding obligations of, and correct enforceable against, Seller in all material respects.accordance with their terms; and (gv) The statements execution and delivery of income this Agreement and expense for the Project that are to be furnished hereunder accurately represent documents and instruments described herein, the operations incurrence of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached heretoobligations set forth herein, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either eventtransaction contemplated herein, Seller represents, warrants the compliance with the terms of this Agreement and covenants that there the documents and instruments referenced herein do not and shall be no change not conflict with or result in the ownershipmaterial breach of any term, operation condition or control of Seller from the date hereof to the Closing and Seller will not create provision of, or constitute a default under, any easementsbond, liens note or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised evidence of and is not aware of any defect in the condition of the Project, indebtedness or any portion thereofcontract, which has not been corrected indenture, mortgage, deed of trust, loan, partnership agreement, articles of organization, operating agreement, lease or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller other agreement or instrument to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is a party, affecting Seller or will be a party by reason of Seller's ownership of affecting the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosProperty;

Seller’s Representations and Warranties. Seller represents covenants, represents, and warrants tothe following from the Date of this Agreement through the applicable date of Closing as to the Lots being purchased at such Closing unless otherwise specifically noted: i. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of South Carolina; ii. Seller has full right, power, and covenants withauthority to enter into this Agreement and sell the Property to the Buyer pursuant to the terms and conditions of this Agreement including the power and authority to execute and deliver, Purchaser that the following matters are and shall be true as all of the date of execution of this Contract seller’s closing documents and as of other deliveries provided the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same Seller’s Conditions Precedent have been satisfied; iii. Seller has not (A) made a general assignment for the benefit of creditors, (B) filed any voluntary petition in bankruptcy or will be updated as required in suffered the GIS Lease or elsewhere in this Contract. There are no leases, tenanciesfiling of any involuntary petition by Seller’s creditors (C) suffered the appointment of a receiver to take possession of all, or other rights substantially all, of occupancy Seller’s assets, which remains pending or use for any portion of (D) suffered the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents attachment or other amounts payable thereunder have been assigned, pledgedjudicial seizure of all, or encumbered except substantially all of Seller’s assets, which remains pending; iv. Seller is not a party to any agreement that would prohibit Seller from selling the Property to the first mortgage lender; Buyer under this Agreement; v. Seller has not entered into and will not enter into any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable agreement granting to any person, firm, corporation, person or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or the Seller, or any portion thereof.thereof that is not subordinate to the rights of Buyer under this Agreement; (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord vi. Seller is not an entity with whom U. S. persons or entities are restricted from doing business under each regulations of the Leases, and all Office of Foreign Asset Control (“OFAC”) of the other obligations Department of the landlord thereunder which are required to be performed prior to Closing Treasury (including but not limited tothose named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, all tenant build-out work) executive order (including the "Tenant Work") have been fully performed September 24, 2001, Executive Order Blocking Property and paid for in full Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or will be fully performed Support Terrorism); vii. Seller has good and paid in full marketable fee simple title to the Property; viii. No portion of any building pad on a Lot is or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given located within a credit at Closing for flood plain, flood prone area, buffer wetlands, jurisdictional waters or special flood hazard area as indicated by any map or plats issued or controlled by FEMA, the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing)Federal Insurance Administration, are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any other federal, state or local agency; ix. As the Date of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, this Agreement there are no serviceimpact fees, executory taxes, levies, assessments or special fees of any kind (other than normal ad valorem property taxes, tap fees and building permit fees for the Lots which the Buyer shall be responsible for paying when due) imposed by any governmental authority or utility provider that would be payable by Buyer in connection with its use of the Property; x. No commitments have been made to any governmental authority, utility company, school board, church, religious body, homeowner’s association, or other contracts organization, group, or collective bargaining agreements individual that would impose an obligation upon Buyer to construct any improvements, to make any contribution of money, to dedicate any land or employment contracts to maintain any land or improvements; xi. Except for assessments under the Waterbridge Declaration, all assessments against the Property are shown in the official records of Horry County, South Carolina; other than the widening of Carolina Forest Boulevard (either oral or written) with respect which assessments shall be an expense of Seller), to the Project which are not cancellable on sixty (60) days' notice (Seller’s knowledge no site or area improvements have been constructed or installed by any public authority the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project cost of which may be assessed in whole or in part against any part of the Property; and Seller has received notice. Seller shall terminate all non-union employees not been notified of any possible future improvements that might create an assessment against any part of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any Property; xii. As of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached heretoDate of this Agreement, Seller has no notice or knowledge nor has received notice of any pendingthreatened, threatened taking or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, Property or any portion thereof, which or any action, litigation or proceeding by any organization, person or governmental agency affecting the Property or Seller; xiii. As of the Date of this Agreement, Seller has no notice or knowledge of any violation of law, order, ruling, ordinance, rule or regulation with respect to Seller or the Property; xiv. During the txxx Xxxxxx has owned the Property, and to Seller’s knowledge with regard to the time prior to Seller’s ownership of the Property: (1) none of the Property has been excavated or filled except in connection with the development of the lakes within the Subdivision and the development of the Lots; (2) no construction or other debris (including, without limitation, livestock, other organic materials, strippings, rocks, stumps or concrete) has been buried upon the Property except in connection with the normal movement of dirt for development of the Property; and (3) the Property has not been corrected contained a bury or borrow pit; xv. The Property is not being, assessed or taxed under any agricultural, special use, open space, “Conservation Use”, “Current Use”, “Green Acres” or similar valuation or program; xvi. Seller has filed all federal, state and local tax returns as required by law with respect to Seller and the Property; xvii. The Lots have or will have vehicular and pedestrian access to and from Carolina Forest Boulevard, a public right-of-way, through easements over private streets within the Subdivision which are or will impair be governed by the operation terms and conditions of the ProjectWaterbridge Declaration; xviii. The execution and delivery of this Agreement and the consummation of sale of the Lots in a series of takedowns will not result in a breach of any of the terms of, or constitute a default under, any (1) indenture, contract or instrument to which Seller is a party or by which Seller or the Property is bound, or (2) law, order, ruling, ordinance, rule, order or regulation with respect to Seller or the Property or the use or construction thereof; xix. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's ’s knowledge, the Personal Property is in good operating condition.Land contains no threatened or endangered species or endangered or protected habitats or items of archaeological significance as defined by applicable state and federal laws; (m) xx. To the best of Seller's ’s knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending orcemeteries, to grave sites or burial sites or archaeological or historic artifacts or sites located on the best of Property; xxi. The Lots developed by Seller's , without Buyer exercising any Step-In-Rights, when closed upon by the Buyer will be usable as Lots upon which a single-family residence can be constructed and used for residential purposes without extraordinary expense for: footings, foundation, slab installation, or for sewer and water installation, in accordance with the Development Specifications and the Subdivision Plans; xxii. The following shall be the utility providers for the Subdivision: Telephone: Horry Telephone Cooperative (“HTC”); Electric: Santee Cxxxxx; Cable with Internet: HTC; Water: Grand Strand Water and Sewer; and Sewer: Grand Strand Water and Sewer; xxiii. To Seller’s knowledge, threatened judicialthe information and materials furnished and to be furnished by Seller to Buyer, municipal or administrative proceedings affecting the Project and Seller’s representations and warranties made herein or in which Seller connection herewith, are true, complete and accurate and do not omit any material information necessary to make the same true or not misleading; xxiv. The Property is or will be a party zoned to allow the construction of single-family homes; xxv. As occasioned by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or prior use of the ProjectProperty from approximately 1940- 1948 as the Cxxxxx Bombing and Gunnery Range, to Seller’s knowledge, solely in reliance on its review of the information set forth in that letter to Mx. To Xxx X. Garrell of LandBank Fund IX, LLC from ERM Southeast, Inc. June 29, 2005 (the “LandBank ERM Letter”) and that Phase III Target Anomaly Removal Report Parcel B of Tract 18B of Safety and Target Zones, Areas B and B-1 Former Cxxxxx Bombing and Gunnery Range prepared by ERM dated June 2005 (the “ERM Phase III Removal Report” and collectively with the LandBank ERM Letter and the preceding proposals, work plan, and reports prepared by ERM referenced therein, the “ERM Reports”), (A) with the exception of the wetland areas, the Property has been cleared of all surface and subsurface explosive ordinance within at least six (6) feet from the surface to the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or further described in such ERM Reports subject to the best disclaimers and limitations set forth therein, and (B) the removal of Seller's knowledge, threatened, against Seller, any of exploded and unexploded ordinance on the entities comprising Seller, nor are any of such proceedings contemplated Property was completed by Seller, or any of ERM in the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided manner set forth in Exhibit "J" attached hereto, the ERM Phase III Removal Report subject to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosdisclaimers and limitations set forth therein;

Seller’s Representations and Warranties. a. Seller represents agrees to convey, assign and warrants totransfer the undivided interest in the Assets to be purchased by Buyer without warranty of title, and covenants withexpress or implied, Purchaser that the following matters are and shall be true as not even for return of the date of execution of this Contract purchase price, except that Seller shall agree to warrant and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes defend title to the Project subject to such mortgage as provided elsewhere in this Contractinterests and properties against every person claiming an interest therein by, through and under Seller, but not otherwise. There are no valid claims This limited warranty of offset or defenses to title shall expire two years from the payment of rents and each anniversary date of the tenants is in fact paying and performing and is legally required sale unless Buyer shall have furnished Seller with written notice, with reasonably full particulars, of its objection to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full title on or before the Closing Date and all second anniversary of the tenants under each Effective Date of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Worksale. (f) The Rent Roll b. Seller represents that the interests which Buyer shall receive shall include production from each well located on the ATP and the updates thereof (including at the time of Closing), are and shall be true and correct Leases in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, an amount which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing is not less than twenty-one (21) days prior the percentage net revenue interest set forth in Paragraph 2 above. In addition, Seller represents that the interest to Closing be conveyed, assigned and transferred to Buyer shall not require Buyer to bear a greater percentage of costs and expenses than the percentage working interest set forth in Paragraph 2 above. c. To the best of its knowledge, Seller represents that any the interest in Assets to be purchased by Buyer are free and clear of such employees should not be terminatedall liens, in which event the salaries judgments, mortgages and other benefits to which such employee(s) are entitled shall be prorated at Closingburdens or encumbrances. (j) Except as otherwise provided in Exhibit "G" attached heretod. To the best of its knowledge, Seller represents that title to undivided interest in the Assets to be purchased by Buyer has no knowledge nor has received notice not been forfeited under the terms of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties Joint Operating Agreement covering said interests and that it is not in arrears with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contractjoint interest billing account. (k) In e. Seller agrees to transfer to Buyer the event that Seller is comprised full right of a land trust subrogation to enforce the covenants and a beneficiary thereofwarranties, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trustif any, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of entitled to enforce against Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or predecessors in title to the best of Seller's knowledge, threatened, against Seller, any of subject interest in the entities comprising Seller, nor are any of such proceedings contemplated Assets to be purchased by Seller, or any of the entities comprising SellerBuyer hereunder. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, to Purchaser that the following matters are and shall be true as of the date Effective Date as follows: 10.1.1 Seller is a limited partnership, duly organized, validly existing and in good standing under the laws of execution the State of Texas. 10.1.2 Subject to Section 8.2 above, Seller has full power, right and authority to enter into and perform its obligations under this Agreement. Subject to Section 8.2 above, the execution, delivery and performance of this Contract Agreement by Seller have been duly and as properly authorized by proper corporate action in accordance with applicable law and with the Partnership Agreement of Seller. 10.1.3 To Seller’s knowledge, Exhibit O attached hereto is a true and complete list of all the notes, mortgages, assignments, guaranties and other documents executed in connection with the Loan (the “Loan Documents”), including all amendments, supplements and modifications thereto 10.1.4 To Seller’s knowledge, Exhibit K attached hereto lists all of the Closing Date: (a) The leases delivered Service Contracts entered into by Seller that affect the Property and the service provider under each Service Contract other than those that are both subject to confidentiality restrictions and which will not be assigned to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenantat Closing. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere Notwithstanding anything in this Contract. There are no leasesAgreement to the contrary, tenanciesSeller does not covenant or represent that any service provider will not be in default under their respective Service Contracts, or other rights and the existence of occupancy or use for any portion default by any service provider under any Service Contract shall not affect the obligations of the Project other than Purchaser hereunder. 10.1.5 To Seller’s knowledge, except as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" L attached hereto, Seller has not been advised received from any governmental authority having the power of and is not aware eminent domain any written notice of any defect in the condition condemnation of the Project, Property or any portion part thereof. 10.1.6 To Seller’s knowledge, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation except as set forth on the part of Seller to investigateExhibit M attached hereto, there is no defect in the Real Estatepending, the Improvementsor to Seller’s knowledge threatened, the structural elements thereoflitigation, the mechanical systems (including without limitation all heatingaction, ventilatingsuit, air conditioningarbitration, plumbing, electrical, elevator, security, utility and sprinkler systems) therein administrative or judicial proceeding against Seller or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionProperty. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which 10.1.7 Seller is or will be has not made a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments general assignment for the benefit of its creditors, insolvencyand has not admitted in writing its inability to pay its debts as they become due, nor has Seller filed any bankruptcy, reorganization reorganization, arrangement, insolvency or other proceedings are pendingliquidation proceedings, or to any other proceeding for the best relief of Seller's knowledgedebtors in general, threatened, nor has any such proceeding been instituted by or against Seller, nor is any such proceeding to Seller’s knowledge, contemplated. 10.1.8 Seller has received no written notice of any default under the entities comprising Seller, nor are Loan Documents. 10.1.9 See additional representations and agreements in Exhibit P given for the sole purpose of Purchaser’s IPO and provided Purchaser shall indemnify Seller for any losses or claims as a result of such proceedings contemplated by Seller, or any of the entities comprising representations in a form satisfactory to Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. The Seller hereby represents and warrants to, and covenants with, Purchaser that as follows to the following matters are and shall be true as best of its knowledge: a. The Seller is the sole owner of the date of execution Property and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenantContract. No tenant person or entity has any right of first refusal, right of first offer, contract or other option to renew acquire the Property or extend its Lease except as shown any part thereof or interest therein. b. The Seller is a municipal corporation of the State of New Jersey and has all the requisite power and authority, in accordance with law, to enter into this Agreement and to carry out the transactions contemplated hereby. All proceedings required to be taken by or on the rent roll ("Rent Roll") delivered behalf of Seller to Purchaser during the Feasibility Period as the same authorize Seller to make, deliver and carry out this Agreement have been or and will be updated duly and properly taken. The individual signing this Agreement on behalf of the Seller has been authorized to do so and the Purchaser can reasonably rely upon his action to bind the Seller. c. The execution, delivery and performance of the transaction contemplated pursuant to this Agreement will not violate the provision of any law, statute, rule or regulation to which the Seller or the Property is subject, or violate any judgment, writ, order, injunction or decree of any court applicable to Seller or the Property. d. The Seller is not a "foreign person", as required that term is defined, for the purposes of the Foreign Investment in the GIS Lease or elsewhere in this Contract. Real Property Tax Act; e. There are no leases, tenancies, licenses or other rights of occupancy or use agreements to which the Seller is a party by which the Purchaser may be bound for any portion of the Project other than as set forth Property following the closing. Unless otherwise agreed to in writing by the Leases. (b) None of Purchaser, the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance property will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims delivered vacant and free and clear of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including tenancies at the time of Closing), are and shall be true and correct in all material respectsclosing. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents hereby makes the representations and warrants towarranties to Buyer which are set forth below, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract Agreement. Buyer acknowledges and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and agrees that each of the tenants is in fact paying such representations and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and warranties shall be paid deemed expressly qualified by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments information of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity which Buyer has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full Actual Knowledge on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the ProjectDate. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. Buyer acknowledges (i) Except that Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property, and (ii) that, other than as otherwise provided specifically set forth below in Exhibit "F" attached heretothis Section 4.1, there are no serviceSeller is not making and has not at any time made any representation or warranty of any kind or nature, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) , directly or indirectly, expressed, implied, statutory or otherwise, with respect to the Project Property, including, without limitation, representations or warranties as to habitability, merchantability, fitness for a particular purpose, title (other than Seller’s limited warranty of title set forth in the Deed), zoning, tax consequences, latent or patent physical or environmental condition, health or safety matters, utilities, operating history or projections, valuation, projections, the applicability of any laws, rules or regulations or compliance therewith. Based upon Buyer’s familiarity with the Property, Buyer’s due diligence relating to the Property and Buyer’s experience and knowledge as to the market in which are the Property is situated and as to investment in and operation of real estate in the nature of the Property and commercial real estate in general, Buyer shall purchase the Property on the Closing Date in an “AS IS, WHERE IS AND WITH ALL FAULTS” condition, with no right of setoff or reduction in the Purchase Price and without any representation or warranty whatsoever, as aforesaid, except as set forth in this Section 4.1, and Buyer fully assumes the risk that adverse latent or patent physical, structural, environmental, economic or legal conditions may not cancellable on sixty (60) days' notice have been revealed by Buyer’s investigations. Seller and Buyer acknowledge that the Purchase Price to be paid to Seller for the Property has taken into account that the Property is being sold subject to the foregoing provisions of this Section 4.1. As used in this Section 4.1 “Actual Knowledge” or words of similar import shall refer only to the actual knowledge of Xxxxxxx X. Xxxxx (the "Contracts") “Buyer’s Designated Representative”), and there are no recorded mechanics' shall not be construed to refer to the knowledge of any other officers, agents or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of Buyer or any affiliate of Buyer or to impose or have imposed upon the Project, who are not subject Buyer’s Designated Representative any duty to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event investigate the salaries and other benefits matters to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached heretoknowledge, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary absence thereof, Seller represents and warrants that the trust is the sole title holder pertains or make an inquiry of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Projectpersons. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser as follows, which representations and covenants with, Purchaser that the following matters warranties are true and correct and shall be remain true and correct as of the date hereof and as of the date of execution Closing: 22.1 Seller is the owner of this Contract and the Subject Property as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in Date of this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion . 22.2 Seller represents that it is not a “foreign person” as defined in Paragraph 1445 of the Project other than as Internal Revenue Code, and is therefore exempt from the withholding requirements of said Paragraph. Seller will furnish Purchaser at Closing the Exemption Certification set forth in the LeasesParagraph 12.1(iv). (b) None 22.3 Seller has no actual knowledge, nor has Seller received any Notice, of the Leases and none of the rents any actual or other amounts payable thereunder have been assignedpending litigation or proceeding by any organization, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, individual or other entity governmental agency against Seller with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Subject Property or any portion thereof or with respect thereto; and Seller has no actual knowledge, nor has Seller received any notice, of any violations of law, municipal or county ordinances, or other legal requirements with respect to the Subject Property (or any part thereof) or with respect to the use or occupancy of the Subject Property. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations 22.4 The execution and other work expressly required to be performed by the landlord under each of the Leasesdelivery of, and all of the other obligations of the landlord thereunder which Seller’s performance under, this Contract are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") within Seller’s powers and have been fully performed duly authorized by all requisite action. This Contract constitutes the legal, valid and paid for binding obligation of Seller enforceable in full accordance with its terms. Performance of this Contract will not result in any breach of, or will be fully performed and paid in full on constitute any default under, or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying result in the Project. All Tenant Work identified on Exhibit "D" as remaining imposition of any lien or encumbrance upon the Property under, any agreement or other instrument to which Seller is a party or by which Seller or the Property might be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workbound. (f) The Rent Roll and 22.5 To the updates thereof (including at the time best of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached heretoSeller’s knowledge, there are no servicespecial assessments, executory special tax districts or other contracts outstanding obligations (contingent or collective bargaining agreements or employment contracts otherwise) to governmental entities (either oral or writtencollectively “Assessments”) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project Property or any part thereof. The rights of the parties with respect to , nor are there any pending condemnation actions, nor has Seller any knowledge of any Assessments or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contractactions being contemplated. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. 22.6 To the best of Seller's knowledge without ’s knowledge: (i) any obligation on use of the part Property for the generation, storage or disposal of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems any Hazardous Material (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systemsas defined below) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are has been in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and Environmental Laws (as defined below); (ii) there are presently not any Hazardous Materials present on the Property; (ii) the Property is currently in effect compliance with all licensesEnvironmental Laws; and (iii) there are currently no underground tanks on the Property. As used in this Contract, permits the term "Hazardous Material" shall include but not be limited to (a) asbestos, (b) petroleum, (c) any explosives, radioactive materials, wastes or substances, or (d) any substances defined as "hazardous substances" or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42. U.S.C. 9601, et seq., the Hazardous Materials Transportation Act (49 U.S.C. 1802), the Resource Conservation and Recovery Act (42 U.S.C. 6901), or in any other authorizations necessary for the usefederal, occupancy and operation of the Project as it is presently being operated state or local environmental law (the "Governmental ApprovalsEnvironmental Laws"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. The Seller represents and warrants toto Purchaser as follows: 4.1. The Seller is a corporation duly organized, validly existing and covenants in good standing under and by virtue of the laws of the State of Ohio. 4.2. The Seller has and will convey to Purchaser good and marketable title to all of the assets described in Section 1.1(b), (f) and (g), subject to no mortgage, pledge, lien, conditional sale agreement, encumbrance, or charge except as listed on Schedule 4.2 annexed hereto. The Seller has and will assign to Purchaser all of the right to the assets described in Section 1.1(a), (c), (d) and (e), which assignment shall not result in a breach or violation of any contract or work order set forth in Section 1.1(a) hereto. Provided that if the assignment to Purchaser of all of the rights to the assets described in Section 1.1(a), (c), (d) and (e) results in a breach or violation of the assignment clause of any contract or work order set forth in Section 1.1(a) hereto, or if the customer does not approve or attempts to contest any such assignment by Seller of the then existing contract between Seller and customer, Seller shall not be deemed to be in breach of or failure to perform this Agreement and Purchaser's sole and exclusive remedy shall be as contained in Section 2.2(a), which provides in part that Seller will bill clients for all work pexxxxmed by the Purchaser and shall promptly remit all funds to the Purchaser. 4.3. The execution and delivery of this Agreement to the Purchaser and the sale contemplated hereby has been duly authorized by all necessary corporate action on the part of the Seller. 4.4. Neither the execution and delivery of this Agreement, nor the consummation of the sale contemplated hereby will conflict with, Purchaser that the following matters are and shall be true as or result in a material breach of, any of the date terms, conditions, or provisions of execution any law or any regulation, order, writ, injunction, or decree of this Contract and as any court or governmental instrumentality, or of the Closing Date:corporate charter or by-laws of the Seller or of any agreement, whether written or oral, or other instrument to which the Seller is a party or by which it is bound, or constitute (with the giving of notice of the passage of time or both) a default thereunder, or result in any lien or encumbrance on any of the Seller's assets to be transferred to the Purchaser pursuant hereto. (a4.5. The contracts listed in SCHEDULE 1.1(A) The leases are effective and there exists to the best of Seller's knowledge and belief no material breach or default by either party with respect to same. That the copies of those contracts previously delivered to Purchaser during are accurate and complete and there exist no amendments which were not previously disclosed. That Seller is not presently aware of any past deficiencies in its performance of services under such contracts that might adversely affect the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contractcontinuation of supplying services under such contracts. 4.6. There are no leasescontracts, tenanciesagreements or arrangements, written or other rights of occupancy or use for any portion oral, relating to the conduct of the Project other than business of the LD of Seller relating to the assets to be sold hereunder to which Seller is a party or is bound for which Purchaser would have responsibility except as set forth may be referred to in the Leasesthis Agreement or any Schedule or Exhibit annexed hereto. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project4.7. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached heretobelief, there are no pending orclaims or threatened claims, no litigation related to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or contracts listed in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pendingSCHEDULE 1.1(A), or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, other assets being sold hereunder except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation listed on the part of Seller to investigate, there is no asbestosSCHEDULE 4.7.

Seller’s Representations and Warranties. As of the Effective Date, Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datefollows: (a) The leases delivered Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, and is qualified to Purchaser during conduct business in each jurisdiction where the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right failure to renew or extend its Lease except as shown so qualify would have a material adverse effect on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been business or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights financial condition of occupancy or use for any portion of the Project other than as set forth in the LeasesSeller. (b) None Seller has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement, except where such failure does not have a material adverse effect on Seller’s performance under this Agreement. The execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary corporate action on the Leases part of Seller and none does not and will not require the consent of the rents any trustee or holder of any indebtedness or other amounts payable thereunder have been assigned, pledged, obligation of Seller or encumbered except any other party to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesother agreement with Seller. (c) Except as otherwise provided The execution and delivery of this Agreement, consummation of the transactions contemplated herein, and fulfillment of and compliance by Seller with the provisions of this Agreement will not conflict with or constitute a breach of or a default under any Law presently in Exhibit "C" attached heretoeffect having applicability to Seller, no brokerage subject to any permits that have not yet been obtained by Seller, the documents of formation of Seller or leasing commissionsany outstanding trust indenture, management fees deed of trust, mortgage, loan agreement or other compensation are due evidence of indebtedness or payable any other agreement or instrument to any person, firm, corporation, which Seller is a party or other entity with respect to or on account of by which any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof its property is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingbound. (d) No tenant or other occupant under any of the Leases This Agreement has been duly executed and no other persondelivered by Seller. This Agreement is a legal, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations valid and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf binding obligation of Seller are executing this Contract enforceable in accordance with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, thatits terms, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised limited by laws of and is not aware general applicability limiting the enforcement of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project creditors’ rights or by reason the exercise of the condition or use judicial discretion in accordance with general principles of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerequity. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Each Seller represents and warrants toto Buyers as of both the Effective Time, if applicable, and covenants with, Purchaser that the following matters are and shall be true Execution Date as of the date of execution of this Contract and as of the Closing Date:follows. (a) The leases delivered Such Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of Delaware and is duly qualified to Purchaser during carry on its business in those states where the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right conduct of its business or ownership or leasing of its Properties is such as to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered require such Seller to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leasesso qualified. (b) None Such Seller has all requisite power and authority to carry on its business as presently conducted, to enter into this Agreement and the other documents and agreements contemplated hereby, and to perform its obligations under this Agreement and the other documents and agreements contemplated hereby. The consummation of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledgedtransactions contemplated by this Agreement will not violate, or encumbered except be in conflict with, (i) any provision of such Seller’s governing agreements, (ii) any material agreement or instrument to the first mortgage lender; which Seller is a party or by which Seller is bound or (iii) any judgment, decree, order, statute, rule, or regulation applicable to such assignmentSeller. This Agreement and all agreements, pledge or encumbrance will contracts, documents and instruments required hereunder to be released executed and delivered at or prior to Closing unless Purchaser takes title to the Project (“Ancillary Documents”) by such Seller constitute such Seller’s legal, valid and binding obligations in accordance with their respective terms, subject to such mortgage as provided elsewhere in this Contract. There are no valid claims applicable bankruptcy and other similar Laws of offset or defenses general application with respect to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasescreditors. (c) Except as otherwise provided in Exhibit "C" attached heretoThe execution, no brokerage delivery and performance of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite authorizing action, company or leasing commissionsotherwise, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account the part of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingSeller’s affiliates that are parties thereto. (d) No tenant There are no bankruptcy, reorganization or other occupant under receivership Proceedings pending by or against, being contemplated by, or, to Sellers’ Knowledge, threatened against, any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofSeller. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") No broker’s or finder’s fees have been fully performed and paid for in full incurred or will be fully performed and paid in full on are owed with respect to the transactions contemplated by this Agreement other than obligations that are the sole responsibility of one or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workmore Sellers. (f) The Rent Roll and To Sellers’ Knowledge, there is no order, Proceeding or Claim pending, or threatened in writing, against any Seller that relates to the updates thereof (including at Transferred Interests or that challenges, or that may have the time effect of Closing)preventing, are and shall be true and correct in all material respectsdelaying, making illegal, or otherwise interfering with, the transactions contemplated by this Agreement. (g) The statements of Each Seller (i) has timely filed all Tax returns for non-income and expense for Taxes with respect to the Project that are Transferred Interest required to be furnished hereunder accurately represent the operations filed by such Seller (taking into account any extension of the Project for periods covered thereby time to file granted or obtained) and all such Tax returns are true, correct and will be true and correct complete in all material respectsaspects; (ii) has paid all non-income Taxes with respect to the Transferred Interest that have become due; (iii) is not currently subject to an extension or waiver of the statute of limitations applicable to any Tax return or with respect to a non-income Tax assessment or deficiency with respect to the Transferred Interest, which period has not yet expired; and (iv) is not currently subject to any Proceeding with respect to non-income Taxes, and no such Proceeding has been threatened in writing with respect to any non-income Taxes with respect to the Transferred Interest. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices Upon the Closing (but effective at all times from fire or casualty insurance carriers suggesting or requiring physical alterations the Effective Time to the Improvements Closing), none of such Transferred Interests shall be subject to any Lien or any Indebtedness or to any overriding royalty interests or reversionary interests (or other interest in any Lease) that burden any or all of its mechanical, electrical or plumbing systems, which have not been correctedthe Transferred Interests other than the Burdens shown on Exhibit A-3 hereto. (i) Except as otherwise provided To Sellers’ Knowledge, Sellers have been in Exhibit "F" attached heretocompliance in all material respects with, there are no service, executory or other contracts or collective bargaining agreements or employment contracts and have maintained the Transferred Interests (either oral or written) with respect to the Project which are not cancellable on sixty (60extent such activities have been performed by any Seller or its affiliates) days' notice (the "Contracts") in compliance in all material respects with, all Contracts and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closingapplicable Laws. (j) Except as otherwise provided in Exhibit "G" attached for (i) Consents that are customarily obtained post-closing from Governmental Entities, (ii) such written Consents that have been obtained and delivered to Buyers at or before the Closing and (iii) those Consents listed on Schedule 2.1(j) hereto, Seller has no knowledge nor has received notice of any pending, threatened Consent is required to be made or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contractobtained. (k) In Except as identified on Schedule 2.1(k) hereto, no Person holds a preferential right to purchase or acquire any or all portions of such Seller’s Transferred Interests or any interest therein as a result of or in connection with the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing transactions contemplated by this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the ProjectAgreement. (l) Seller represents, but does not warrant, that, except Except as otherwise provided in Exhibit "H" attached identified on Schedule 2.1(l) hereto, Seller has not been advised of and is not aware of no Proceeding relating to any defect in the condition or all portions of the ProjectProperties is pending against such Seller or, to such Seller’s Knowledge, threatened against such Seller or any portion thereof, which has not been corrected or which will impair the operation all portions of the ProjectProperties. To No Proceeding affecting the best execution and delivery of Seller's knowledge without any obligation on the part of this Agreement by such Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To consummation of the best of transactions contemplated hereby by such Seller is pending against such Seller or, to such Seller's knowledge’s Knowledge, the Personal Property is in good operating conditionthreatened against such Seller. (m) To the best of All lessor’s royalties, overriding royalty interests and similar burdens owing by such Seller with respect to such Seller's knowledge’s Transferred Interests have been, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental lawsbeing, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")paid timely. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending orNeither such Seller nor, to the best such Seller’s Knowledge, any other party to any Contract is in material breach of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in any Contract. The Scheduled Contracts include all Contracts to which such Seller is or will be a party and that are of any type described below: (i) any Contract that can reasonably be expected to result in aggregate payments by reason such Seller of more than Twenty-Five Thousand Dollars ($25,000) at or after the Effective Time; (ii) any Hydrocarbon purchase and sale, transportation, processing, gathering, storage, marketing or similar Contract that cannot be terminated at or after the Closing on notice of thirty (30) days or less without penalty or payment of any fee; (iii) any Contract (whether evidencing a sale-leaseback, Indebtedness for borrowed money or otherwise) granting a Lien on such Seller's ownership ’s Transferred Interest; (iv) any Contract by which such Seller leases or subleases any of the Project its Transferred Interest to or from another Person (other than another Party); (v) any portion thereofparticipation agreement, including without limitationjoint development agreement, proceedings for area of mutual interest agreement, exploration agreement, asset purchase agreement, farmin agreement, farmout agreement, partnership agreement, joint venture agreement, operating agreement, unit agreement, production handling agreement, processing agreement, gathering agreement or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to acreage dedication agreement; (vi) any Contract a default by such Seller under which will (1) have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or a material adverse effect as to the best of transaction hereunder between such Seller and a Buyer, (2) prevent or materially delay such Seller from receiving the proceeds or production attributable to such Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any ’s Transferred Interests or (3) result in cancellation or reduction of such proceedings contemplated by Seller, or ’s interest in any of the entities comprising Seller.Property; or (ovii) any Contract by which such Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without guarantees any obligation on the part of Seller to investigate, there is no asbestosany other Person.

Seller’s Representations and Warranties. Seller represents and warrants toIn consideration of Buyer entering into this Agreement, and covenants withas an inducement to Buyer to purchase the Property, Purchaser that the T-Bird 5410/5422 Seller makes the following matters are representations and shall be true as of warranties with respect to itself and the date of execution of this Contract T-Bird 5410/5422 Project only, and as of the Closing DateT-Bird 5310 Seller makes the following representations and warranties with respect to itself and the T-Bird 5310 Project only: (a) The leases delivered Each Seller has the right, power, and authority to Purchaser during make and perform its obligations under this Agreement and the Feasibility Period (execution, delivery, and performance of this Agreement and completion of the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere purchase and sale transaction described in this Contract. There are no leasesAgreement does not violate any contract, tenanciesagreement, or other rights of occupancy commitment to which such Seller is a party or use for any portion of the Project other than as set forth in the Leasesby which such Seller is bound. (b) None of Each Seller is the Leases sole owner of, and none of has the rents or other amounts payable thereunder have been assignedfull power and authority to sell and convey its interest in, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leasesits respective Project. (c) Except Attached as otherwise provided Schedule “9A” is a list of Tenant Leases as of the Opening of Escrow and to Seller’s knowledge such list is complete and accurate. The Tenant Leases are in Exhibit "C" attached heretofull force and effect and no tenant is in material default under its respective Tenant Lease, except as may be noted on the rent roll delivered to Buyer. Seller has no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account knowledge of any Seller default under the Tenant Leases. Attached as Schedule “9B” is a list of Service Contracts as of the Leases or any extensions or renewals thereof. Any Opening of Escrow and to Seller’s knowledge such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller list is complete and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingaccurate. (d) No tenant Seller has no knowledge of any pending or other occupant under any of threatened condemnation affecting the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofProperty. (e) Except as otherwise provided in Exhibit "D" attached heretoSeller is not, all painting, repairs, alterations and other work expressly required to be performed by will not become during the landlord under each term of the LeasesAgreement, and all a person or entity with whom persons of the other obligations United States are restricted from doing business with under regulations of the landlord thereunder which are required to be performed prior to Closing Office of Foreign Asset Contract (“OFAC”) of the U.S. Department of Treasury (including but not limited tothose named on OFAC’s specifically designated and blocked persons list) or under any statute, all tenant build-out work) execution order (including the "Tenant Work") have been fully performed September 24, 2001, Executive Order blocking Property and paid for in full Prohibiting Transactions with Persons who commit, threaten to commit, or will be fully performed and paid in full on support terrorism), or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workother governmental action. (f) The Rent Roll and There is no litigation pending, nor to Seller’s actual knowledge threatened, with respect to the updates thereof (including at the time of Closing), are and shall be true and correct in all material respectsProperty. (g) The statements of income and expense for Seller has not received any notifications from any governmental authority having jurisdiction over the Project Property alleging that are the Property does not conform to be furnished hereunder accurately represent or violates any applicable law with respect to the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsProperty. (h) Except as otherwise provided in Exhibit "E" attached hereto, The operating statements delivered to Buyer pursuant to Section 4 are the operating statements used by Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control ordinary course of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary business for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")Property. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toTo the best knowledge of Seller, and covenants with, Purchaser that Xxxxxx makes the following matters are representations and shall be true as of the date of execution of this Contract warranties and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as agrees the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations as of the Project Closing and for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (211) days prior to Closing that any year after that, where applicable: a) Seller is a Limited Liability Company duly organized, validly existing, and in good standing under the laws of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, State of Ohio. Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full corporate power and authority to execute and deliver this Agreement, to perform or cause to be performed its obligations hereunder, and to consummate or the consummation transactions cause to be consummated. b) The execution of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents Agreement and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contracttransaction contemplated herein does not conflict with or violate any provisions of or create a breach of any agreement to which Seller is a party. c) Seller has and will deliver to Buyer at Closing good and marketable title to all Assets to be transferred under this Agreement, free and clear of and from any claims, liens, encumbrances, security interest, or liabilities. d) Seller has delivered to Buyer an unaudited Balance Sheet of the business of Seller for which the Assets are primarily used as of October 31, 2023 (“Balance Sheet”) and financial statements of the business of Seller for which the Assets are primarily used as of October 31, 2023, including the notes thereto (“Financial Statements”) (the Balance Sheet and the Financial Statements are sometimes referred to collectively as the “Business Financial Statements”). In either eventThe Balance Sheet and the Financial Statements fairly present the business's financial condition as of October 31, 2023, and have been prepared following GAAP throughout the periods involved (except as disclosed in the notes thereto.) The provisions for personal property taxes in the Financial Statements were sufficient to provide for all such personal property taxes that, as of the dates of the Balance Sheet included therein, were due and unpaid and for an appropriate accrual for other unpaid personal property taxes as of such times. Seller representsor one of its subsidiaries has paid personal property taxes, warrants if any, when due and covenants that payable. e) Except as may be expressly contemplated in this Agreement, there shall be no has not been any material adverse change in the ownershipAssets, operation taken as a whole, or control in the business of Seller, and such business of Seller from has been conducted only in the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Projectordinary course. (lf) Seller represents, but does not warrant, that, except as otherwise paid or adequately provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulationsfor taxes, licenses, permits and authorizations and there are presently in effect all licensesor other charges levied, permits and other authorizations necessary for the useassessed, occupancy and operation imposed, or accrued upon any of the Project property of the Seller or in connection with the Seller’s business as it is presently being operated of the date of this Agreement (the "Governmental Approvals"including, without limitation, personal property tax, sales and use tax and any income taxes). (ng) Except as otherwise provided in Exhibit "I" attached heretoThere is no claim, there are no action, suit, proceeding, or investigation pending or, to the best Knowledge of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Selleror involving Seller or one or more of its subsidiaries which questions the validity of this Agreement or seeks to prohibit or forbid or otherwise challenge the transactions contemplated, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached heretoand, to the best Knowledge of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosbasis for any such claim, action, suit, proceeding or governmental investigation. h) All Assets sold herein by Seller are and will be adequately insured against fire or other casualties up to the Closing Date. Valid policies, therefore, are and will be outstanding and duly in force, and the premiums thereon will be paid until the Closing Date. i) Before the Closing, Seller shall deliver to Buyer true and correct copies of all equipment warranties, which are in the possession of Seller, of manufacturers and/or vendors affecting improvements and equipment or affecting any of the Assets being sold hereunder and/or used in connection with the Seller’s business. j) If any material adverse changes occur before the Closing Date as to any information, documents, schedules, or exhibits contained or referred to in this Agreement, Seller will immediately disclose the same to Buyer when first known to Seller. k) All of the Assets to be sold or the use thereof to be transferred to Buyer is now, and at the Closing will be, in good operating condition, in good condition of maintenance and repairs, and at least as good a condition as on the date hereof. Between the date hereof and the Closing Date, Seller will maintain such tangible properties and assets following good maintenance practice. l) No representation, warranty, or statement of Seller omits or will omit to state any material facts necessary to make each representation, warranty, or statement in this Agreement accurate in all material respects.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser to Buyer that the following matters are and shall be true as of the date of execution of this Contract Agreement and as of the Closing Date: Date (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any Section 8.1.10, which is only being made as of the Leases or any extensions or renewals thereof. Any such commissionsEffective Date): 8.1.1 Seller is duly organized, fees or other compensation as are identified on Exhibit "C" shall remain validly existing, and in good standing under the obligation laws of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility state of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingits formation. (d) No tenant or other occupant 8.1.2 Seller has the full power and authority to execute, deliver and perform its obligations under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofthis Agreement. (e) Except as otherwise 8.1.3 This Agreement and all agreements, instruments and documents herein provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed executed by the landlord under each Seller are and as of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date will be duly authorized, executed and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed delivered by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsbinding upon Seller. (h) Except as otherwise provided in Exhibit "E" attached hereto, 8.1.4 Seller shall have has received no written notices from fire notice of, nor, to Seller’s knowledge, is there any existing or casualty insurance carriers suggesting proposed or requiring physical alterations to threatened eminent domain or similar proceeding, or private purchase in lieu of such a proceeding affecting the Improvements or Property in any of its mechanical, electrical or plumbing systems, which have not been correctedmaterial way. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to 8.1.5 Neither the Project which are not cancellable on sixty (60) days' notice (the "Contracts") execution and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 delivery of this Contract. (k) In Agreement and the event that instruments to be executed or delivered by Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing pursuant to this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause Agreement nor the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change transaction contemplated herein conflict with or result in the ownership, operation or control material breach of any written agreement to which Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Projectis a party. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, 8.1.6 Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systemsi) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be made a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments general assignment for the benefit of creditors, insolvency(ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, bankruptcy(iii) suffered the appointment of a receiver to take possession of all or substantially all of Seller’s assets, reorganization (iv) suffered the attachment or other proceedings are pendingjudicial seizure of all or substantially all of Seller’s assets, or (v) admitted in writing its inability to pay its debts as they become due. 8.1.7 Except as disclosed in the best Property Information, Seller has received no written notice of any pending or threatened investigations, actions, suits, proceedings or claims against Seller or the Property that are likely to have a material adverse effect on the Property or Seller's ’s ability to consummate the transactions under this Agreement, whether at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, agency, or instrumentality, domestic or foreign. 8.1.8 Seller has not, and to Seller’s knowledge, threatenedno third party has, against Sellerused, generated, manufactured, stored or disposed of any Hazardous Materials in, at, on, under or about the Property or transported any Hazardous Materials to or from the Property except in the ordinary course in compliance with applicable law. 8.1.9 Except for the Irvine Company’s ROFO, and the tenant under the Parking Lot Lease, no person or entity is entitled to possession, occupancy, ownership of, or rights to, any of the entities comprising SellerProperty, nor are any of such proceedings contemplated by Seller, or any of the entities comprising other than Seller. (o) Seller represents8.1.10 The Parking Lot Lease is in full force and effect, but does has not warrant, that, been amended or modified except as otherwise provided stated herein. Buyer hereby acknowledges that the Parking Lot Lease is terminable by either party upon thirty (30) days’ written notice to the other party, and therefore, tenant may terminate the Parking Lot Lease prior to Closing. 8.1.11 Except for the Assumed Service Contracts, Seller is not currently a party to any management, service, supply, security, maintenance or other similar contracts or agreements, oral or written that affect the Property and will be binding upon Buyer from and after the Closing. The copies of the service contracts delivered or to be delivered to Buyer pursuant to this Agreement are or will be true, correct, and complete copies of all of the service contracts in Exhibit "J" attached heretoeffect with respect to the Property as of the date of their delivery. Seller has not received any written notice that it is in default under any such service contract. 8.1.12 Seller is in compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act (“Patriot Act”), and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations. 8.1.13 Neither Seller nor, to the best knowledge of Seller's knowledge without , any obligation Person who controls Seller, is a prohibited country, territory, Person under any economic sanctions program administered or maintained by OFAC. 8.1.14 Unless disclosed in writing to Buyer on the part date hereof, neither Seller nor, to the knowledge of Seller to investigateSeller, there any Person who controls Seller, is no asbestos(A) a Senior Foreign Political Figure (as defined in the Patriot Act), (B) an Immediate Family Member (as defined in the Patriot Act) or a Close Associate of a Senior Foreign Political Figure (as defined in the Patriot Act), (C) controlled by a Senior Foreign Political Figure, or an Immediate Family Member or a Close Associate of a Senior Foreign Political Figure.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall warranties to Purchaser. These representations and warranties will be true as of and correct (i) on the date of execution of this Contract Agreement and (ii) on the Closing Date as though made at and as of the Closing Date:. All representations and warranties shall survive the Closing for the Limitation Period as provided below in this Section 19. (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause deliver this Agreement and all other documents or instruments that this Agreement obligates Seller to execute or deliver (collectively, the consummation of “Seller's Documents”) and to perform and carry out all covenants and obligations arising under this Contract. In Agreement and the event that Seller's Documents. (b) Seller does not include a land trust, but instead is a personlimited liability company duly organized, partnership or other entityvalidly existing, Seller represents and warrants that it is in good standing under the sole owner laws of the Project State of Alabama and is executing has the requisite power and authority to enter into this Contract with Agreement and into the Seller's Documents and to carry out the transactions contemplated by this Agreement. The person that signs this Agreement on behalf of Seller has, and any person that signs the Seller's Documents, on behalf of Seller, will have, full power and authority to execute bind Seller. (c) This Agreement and cause the consummation Seller's Documents do not and will not conflict with or contravene any provision of any present judgment, order, decree, writ, or injunction, or any provision of any currently applicable law or regulation affecting Seller. The conveyance of the Contract. In either eventProperty and the execution, Seller represents, warrants delivery and covenants that there shall be no change in performance of this Agreement and the ownership, operation or control of Seller from the date hereof to the Closing and Seller's Documents by Seller will not create result in a breach of, constitute a default under, interfere with, or require consent pursuant to any easementscredit agreement, liens lease, indenture, mortgage, deed of trust, purchase agreement, guaranty, security agreement, or other encumbrances with respect instrument to the Projectwhich Seller is presently a party or by which Seller or Seller's assets are bound or affected. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (md) To the best of Seller's ’s actual knowledge, without any independent research or inquiry, Seller has good and marketable title to the Project Property free and clear of liens, security interests, or other encumbrances and restrictions of record except as disclosed in the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and Title Commitment obtained pursuant to Section 7 of this Agreement. Seller has no actual knowledge of any claims of any other authorizations necessary for the useparties under any other leases, occupancy and operation agreements, options, or rights of first refusal with respect to the Project as it is presently being operated (the "Governmental Approvals")Property. (ne) Except as otherwise provided in Exhibit "I" attached heretoTo the best of Seller’s actual knowledge, without any independent research or inquiry, there are no claims, causes of action or other litigation or proceedings pending oror threatened in respect to the ownership or operation of the Property or any part thereof (including disputes with mortgagees, governmental authorities, utilities, contractors, adjoining land owners or suppliers of goods or services), except for claims which are fully insured and as to which the insurer has accepted defense without reservation. As used in this Agreement, including, but not limited to, this Section 19 and any of the Closing Documents, “to Seller’s actual knowledge”, “to Seller’s knowledge”, “to the knowledge of Seller”, “to the best of Seller's ’s actual knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending”, or “to the best of Seller's ’s knowledge” means the actual conscious knowledge of Xxxxxx Xxxxxx, threatenedin his capacity as Vice President, against Systems, Advance Central Services, Inc., at the time that this Agreement is executed by Seller and Purchaser, and at the time of the Closing without any independent research or inquiry; it being understood that Xxxxxx Xxxxxx, in his capacity as Vice President, Systems, Advance Central Services, Inc., shall not be personally liable for any inaccurate or incomplete statement or information. Seller’s representations, warranties and covenants made in this Agreement, including, but not limited to, in this Section 19 and in any of the entities comprising Closing Documents, will survive the Closing for a period of four (4) months (the “Limitation Period”). Seller’s representations, nor are warranties and covenants (and any cause of action resulting from a breach thereof) shall automatically expire at the end of such proceedings contemplated Limitation Period unless Purchaser has made a claim in writing to Seller with respect thereto prior to the expiration of such Limitation Period (and commenced litigation with respect thereto within thirty (30) days after the expiration of such Limitation Period). No claim by SellerPurchaser or its permitted assigns and successors for a breach of a representation, warranty or covenant of Seller shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter, which was actually known to Purchaser (either because Purchaser has discovered that a representation or warranty is untrue or Seller has disclosed to Purchaser by written notice that a representation or warranty is untrue) prior to the Closing. Notwithstanding the foregoing or anything contained in this Agreement to the contrary, Seller shall have no liability to Purchaser for a breach of any representation, warranty or covenant made by Seller under this Agreement unless written notice containing a description of the entities comprising Seller. (o) specific nature of such breach shall have been given by Purchaser to Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, prior to the best expiration of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosLimitation Period.

Seller’s Representations and Warranties. Seller represents and warrants toto Buyer the following, which representations and covenants with, Purchaser that the following matters are and warranties shall be taken as true as of the date of execution of this Contract Agreement and as of the Closing Date: (a) The leases delivered 4.1 Seller owns good and marketable title to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and the Equipment, and both the Leases and the Equipment are free, clear and unencumbered. The net revenue interest of Seller in the Leases is correctly reflected on Exhibit “A” attached to this Agreement. 4.2 Seller has the necessary authority to enter into this Agreement and to perform all of the obligations hereunder. This Agreement and all documents and instruments required hereunder to be delivered on Closing Date shall constitute the legal, valid and binding obligations of Seller, enforceable in accordance with their respective terms, except to the extent enforceability may be affected by bankruptcy, reorganization, insolvency or similar laws affecting creditor's rights generally. 4.3 Seller's execution, delivery and performance of this Agreement will not result in the breach of any condition of, or constitute a default under or cause the acceleration of any obligation under any agreement or instrument to which Seller is a party or by which Seller is bound, or violate or conflict with any applicable judgment, decree, order, permit, law, rule or regulation. 4.4 Seller has incurred no liability; contingent or otherwise, for broker’s or finder’s fees with respect to this transaction for which Buyer shall have any responsibility whatsoever. 4.5 Seller is not a “foreign person” within the meaning of the IRS Code, Sections 1445 and 7701 (i.e., none of the rents Seller are nonresident aliens, foreign corporations, foreign partnerships, foreign trusts, or foreign estates as those terms are defined in the IRS Code and regulations promulgated thereunder). 4.6 Seller has not received any written notice of any suit, claim, action or other amounts payable thereunder have been assignedproceeding (“Action”) pending, pledgedor, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account knowledge of any of the Leases Seller, threatened, before any court or any extensions or renewals thereof. Any such commissions, fees or other compensation governmental agency as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project Agreement that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations relates to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of Assets and is not aware of the possibility of any defect such Action. 4.7 The Assets constitute all of the property rights and assets necessary for Buyer to own, operate, use and enjoy the Leases and the Equipment for the same or similar purposes for which, and in the same or similar manner in which the Assets have been owned, operated, used and enjoyed by Seller prior to the transfer contemplated in this Agreement. 4.8 Until this Agreement is closed, Seller shall operate the Leases and maintain the equipment in the ordinary and normal course consistent with Seller’s best past practices. The Leases and Equipment will be on Closing Date in as good as condition as they are of the Project, or any portion thereof, which has not been corrected or which will impair the operation date of the Project. To the best execution of Seller's knowledge without any obligation on the part of Seller to investigatethis Agreement, there is no defect in the Real Estate, the Improvements, the structural wear and tear from ordinary uses and elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionexcepted. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents represents, covenants and warrants toto Buyer as follows: (i) Seller is a corporation duly organized and validly existing in good standing under the laws of the State of Pennsylvania and has full corporate power to enter into this Agreement and to carry out the transactions contemplated hereby. (ii) The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate actions. (iii) This Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement constitute legally binding obligations of Seller enforceable in accordance with their terms and covenants conditions, subject to applicable bankruptcy, insolvency, moratorium and other laws affecting the rights of creditors generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. The execution and delivery of this Agreement and any other document, instrument or agreement executed or delivered at the Closing or in connection with this Agreement and the performance by Seller thereunder will not conflict with, Purchaser that result in a breach of, or cause a default under any of the following matters terms, conditions or provisions of any agreement or other restriction to which Seller or its assets is subject or will result in a violation of any applicable law, ordinance, regulation, permit, authorization or decree or order of any court or other governmental agency. (iv) Exhibit B-1 contains or will contain a true, correct and complete list of Seller's customers of the Business and the contracts with such customers, if any, constitute legally binding obligations of Seller enforceable in accordance with their terms. Each such contract has been entered into by an arms-length transaction, in the ordinary course of business and with no related party. The transactions contemplated hereby shall have no effect on the enforceability of any such contract and such contracts do not require any consent to assignment. Other than as set forth on Exhibit B-1, the Seller has not received any verbal or written notification of the termination of service for any of the commercial customers set forth on Exhibit B-1 and Seller has no knowledge of any threatened termination of service from the commercial customers set forth on Exhibit B-1. Seller is not obligated to deliver any customer's waste to a particular disposal facility. (v) The equipment and containers being sold hereunder are in substantially the same condition as when inspected by Buyer and such vehicles shall be true as of the date of execution of this Contract and as of the Closing Date:in operating condition and not in need of major overhaul. The equipment and containers being sold hereunder were sufficient for Seller to properly service the customers and accounts set forth on Exhibit B attached hereto and are all of the assets of the Business. (avi) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, liabilities of any type whatsoever which have been incurred by Seller that would have a material adverse effect on Buyer or other rights of occupancy or use for any portion Buyer's operation of the Project other than Business. The parties understand that Buyer shall not assume any liabilities of Seller except as set forth in the Leasesherein. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser: 8.1.1. Seller validly exists and is in good standing in the state in which it was formed. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and covenants with, Purchaser that the following matters are and shall be true as all of the date of execution of this Contract and as of documents to be delivered by Seller at the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leasesshall be, tenanciesauthorized and executed and constitute, or other rights shall constitute, as appropriate, the valid and binding obligation of occupancy or use for any portion of the Project other Seller, enforceable in accordance with their terms. 8.1.2. Other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached heretoGround Lease, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, corporation or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached heretoProperty, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected air rights, development rights, or which will impair any interest therein. Other than as set forth in the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigateGround Lease, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein agreement to which Seller is a party or the roof. To the best of Seller's knowledge, the Personal Property that is binding on Seller which is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance conflict with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it this Agreement. There is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no action or proceeding pending or, to the best of Seller's knowledge, threatened judicialagainst Seller which challenges or impairs Seller’s ability to execute or perform its obligations under this Agreement. The execution, municipal or administrative proceedings affecting delivery and performance of this Agreement by Seller and the Project or in which Seller Closing Documents contemplated hereby shall not require the consent of any third party. 8.1.3. Seller is not subject to any law, order, decree, or will restriction which prohibits or would be violated by this Agreement of the consummation of this transaction. 8.1.4. Seller is not a party nonresident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate or a disregarded entity owned by reason any of the foregoing (as those items are defined in the Internal Revenue Code and Income Tax Regulations and regulatory guidance thereunder). 8.1.5. Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code. 8.1.6. Seller is not insolvent, and Seller has not (i) made a general assignment for the benefit of its creditors, (ii) admitted in writing its inability to pay its debts as they mature, (iii) had an attachment, execution or other judicial seizure of any property interest which remains in effect, or (iv) taken, failed to take or submitted to any action indicating a general inability to meet its financial obligations as they accrue. Seller has not filed any petition seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief relating to Seller or any of its property under any Debtor Relief Laws, nor has any such petition been filed against Seller. No general assignment of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or ’s property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments has been made for the benefit of creditors, insolvencyand no receiver, bankruptcymaster, reorganization liquidator or other proceedings are pendingtrustee has been appointed for Seller or for any portion of its property. Seller shall comply with the covenants contained in Section 5.6 of this Agreement. 8.1.7. Seller has not received from any Governmental Authority written notice of any material violation of any Laws applicable (or alleged to be applicable) to the Property, or to the best of any part thereof. To Seller's knowledge, threatenedall permits, certificates and licenses required to own and operate the Property as currently constructed have been issued and are in full force and effect. 8.1.8. Seller has received no written notice of any claims, actions or proceedings (zoning or otherwise), including, without limitation, governmental investigations, with respect to the Property or against Seller, or the transactions contemplated by this Agreement. To Seller's knowledge, there are no unpaid judgments or fines against Seller or the Property. 8.1.9. Seller has received no written notice of any special or other governmental, quasi-governmental, public or private assessments for public improvements or otherwise now affecting the Property (other than those special assessments or typical municipal maintenance and operation of such items as sewer, water, drainage and the like which appear annually as a part of the entities comprising Sellerreal estate tax xxxx affecting the Property). 8.1.10. Seller has delivered to Purchaser true, nor complete and accurate copies of the Ground Lease and all Leases (including all amendments, guarantees, side letters, subordination and non-disturbance agreements and other documents relating thereto). As of the Effective Date, there are no tenancies or other rights of use or occupancy (other than as set forth in the Ground Lease, the tenants in possession under the Leases and as may exist pursuant to any of such proceedings contemplated by SellerService Contracts) with respect to the Property. Except as may be otherwise set forth in the Rent Roll, (a) no tenant has asserted any defense, set-off, or any of counterclaim with respect to its tenancy or its obligation to pay rent and other charges due from and after the entities comprising Seller. (o) Seller representsdate hereof pursuant to its lease, but does not warrant, thatand, except as might otherwise provided be set forth in Exhibit "J" its Lease, and no tenant is in arrears with the payment of rent or other charges, (b) except as may be set forth in a tenant’s respective Lease, the tenants have no right to any present or future rent concession, (c) any security deposits tendered by tenants have not been applied by Seller on account of any actual or purported obligation of the tenants, (d) except as may be set forth in a tenant’s respective Lease, there are no agreements with the tenants for additional construction, repair or maintenance of the Property, or for the installation of additional equipment or the replacement of existing equipment or with respect to any other matter whatsoever, and (e) all brokerage commissions due and owing with respect to the Leases shall be paid by Seller at or prior to the Closing. To Seller's knowledge, all work and other obligations required to be performed by Seller as of or prior to Closing pursuant to the terms of the Leases or any other agreements with the tenants have been or will be performed by the Closing. 8.1.11. The Ground Lease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule A-3 attached hereto. Seller has not received any notice of default, which default remains uncured, under the Ground Lease and, to Seller's knowledge, there are no circumstances which upon the best giving of notice or lapse of time or both would constitute a default under the Ground Lease. 8.1.12. The BBB Sublease is in full force and effect and has not been modified, amended, terminated, renewed or extended except as set forth on Schedule C-1 attached hereto. Seller has not delivered to BBB any notice of default, which default remains uncured, under the BBB Sublease and, to Seller's knowledge, there are no circumstances which upon the giving of notice or lapse of time or both would constitute a default under the BBB Sublease. 8.1.13. To Seller's knowledge, Seller has good and marketable fee simple title to the Fee Parcel, subject to liens that will be paid in full, satisfied, canceled and discharged at or prior to or at Closing. 8.1.14. Seller is not an employee benefit plan (a “Benefit Plan”) subject to Part 4 of Title I of ERISA or Section 4975 of the Code or any similar provision of state or local Law, and assets of a Benefit Plan are not being used to acquire the Property, and Seller is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any Benefit Plan that is an investor in Purchaser. 8.1.15. There are no employment agreements, union or collective bargaining agreements, or management agreements to which Seller is a party, to Seller's knowledge, no employment agreements, union or collective bargaining agreements exist with respect to the Property which will be binding on Purchaser after the Closing, and there are no employees which Purchaser will be obligated to retain. 8.1.16. Neither Seller nor any of its affiliates, nor any of their respective partners, members, shareholders or other equity owners, direct or indirect, and none of their respective employees, officers, directors, representatives or agents is, nor shall they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not engaging and shall not engage in any dealings or transactions or be otherwise associated with such persons or entities. 8.1.17. To Seller's knowledge, Schedule C-3 sets forth a full list of all Service Contracts in effect as of the Effective Date. 8.1.18. All Tangible Property of Seller's knowledge without , if any, is free and clear of any obligation on liens or encumbrances, other than exceptions and encumbrances which are required by this Agreement to be removed at or prior to the part of Seller to investigate, there is no asbestosClosing.

Seller’s Representations and Warranties. As of the Management Termination Date, Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than Buyer as set forth in below. Any representation and warranty that is subject to the Leasesknowledge of Seller shall mean only the actual knowledge of Seller's Members without further investigation or inquiry. (b) None 2.1.1 All representations and warranties of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations Seller set forth in the Leases. (c) Except as otherwise provided this Agreement and in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed written statements delivered by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. under this Agreement (fif any) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsas of the Management Termination Date as if made on that date. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that 2.1.2 Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project Shares, fully paid and is executing this Contract with full power nonassessable, free and authority to execute clear of all pledges, liens, encumbrances, security agreements, options, claims, charges and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Projectrestrictions. (l) 2.1.3 Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of is duly authorized to enter into this Agreement and is not aware of any defect in complete the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. transaction contemplated herein. 2.1.4 To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property Company is a corporation duly organized, validly existing and in good operating conditionstanding under the laws of the State of Arizona; 2.1.5 To the Seller's knowledge, all corporate actions taken by the Company have been duly authorized or ratified, and all accounts, books, ledgers and official and other records of the Company fairly and accurately reflect all of the Company's transactions, properties, assets and liabilities. (m) 2.1.6 To the best Seller's knowledge, Buyer's designees are the only authorized signatories with respect to the Company's various bank and trust accounts, credit lines, safe deposit boxes or vaults and, to the extent this is not the case, Seller will cooperate in good faith to transfer any and all such accounts to Buyer's designees. Seller acknowledges that as of December 10, 2003, it has no right to conduct transactions regarding such accounts. 2.1.7 To the Seller's knowledge, Seller has delivered to Buyer possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller or its Members pertaining to the Company (collectively, the "RECORDS"); provided, however, that the Seller may retain (1) copies of any tax returns and copies of Records relating thereto; (2) copies of any Records that the Seller believes it will be likely to need to protect is interests in compliance with applicable law and potential disputes with Buyer and/or Company. 2.1.8 To the Seller's knowledge, the Project and the use and operation thereof are Company does not own, directly or indirectly, any outstanding voting securities of or other interests in compliance with all applicable municipal and governmental lawsany other corporation, ordinancespartnership, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and joint venture or other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")business entity. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to 2.1.9 To the best of Seller's knowledge, threatened judicialthe execution and delivery of this Agreement and all collateral agreements, municipal if any, and the performance hereunder will not violate any legal requirements applicable to the Company or administrative proceedings affecting any judgment, award or decree or any indenture, agreement or other instrument to which the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerParty. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toto Purchaser, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Date, as follows: (a) The leases delivered to Purchaser during 7.1 Seller is a corporation duly organized, validly existing and in good standing under the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion laws of the Project other than as set forth in State of Delaware and has all requisite corporate power and authority to own, lease, and operate the LeasesAssets. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which 7.2 Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full requisite corporate power and authority to execute and cause deliver this Agreement and the consummation Exhibits which form a part of this Contract. In the event that Seller does not include a land trust, but instead Agreement to which it is a person, partnership or other entity, party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Exhibits which form a part hereof to which Seller represents is a party by Seller and warrants that it is the sole owner performance of its obligations hereunder and thereunder have been duly and validly authorized by all requisite corporate action of the Project part of Seller. This Agreement has been duly executed and is executing delivered by Seller and this Contract Agreement constitutes, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, thatits terms, except as otherwise provided in Exhibit "H" attached heretosuch enforceability may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors' rights. 7.3 Seller has not been advised holds good and marketable title to the Assets, free and clear of restrictions or conditions to transfer or assignment, and is not aware free and clear of any defect in the condition liens, pledges, charges, or encumbrances (other than certain of the ProjectAssets that are leased by Seller as disclosed on Exhibit A hereof). 7.4 Seller is acquiring the Initial Issuance Shares and Warrant Shares of Purchaser for its own account for investment and not with a view to, or for sale or other disposition in connection with, any portion distribution thereof, which has not been corrected nor with any present intention of selling or which will impair the operation otherwise disposing of the Projectsame (other than distribution of such Initial Issuance Shares by Seller to one or more of its stockholders following the Closing Date). To Seller is an "accredited investor" as defined in Regulation D promulgated under the best Securities Act of Seller's knowledge 1933, as amended. Seller acknowledges that the Initial Issuance shares and Warrant Shares of Purchaser are being issued and sold under exemptions from registration provided under said act and under applicable state securities laws and, therefore, cannot be sold unless subsequently registered under said act and applicable state securities laws or an exemption from such registration is available. 7.5 The Assets are being sold pursuant to this Agreement AS IS, WHERE IS, without any obligation representations warranties, liabilities or other obligations on the part of Seller to investigatewhatsoever, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein whether expressed or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, thatimplied, except as otherwise specifically provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosfor herein.

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datethat: (a) The leases delivered Seller has the full right, power and authority to Purchaser during sell the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right Property to renew or extend its Lease except Buyer as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere provided in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases.Agreement and to carry out Seller’s obligations hereunder; (b) None of the Leases All requisite action necessary to authorize Seller to enter into this Agreement and none of the rents or other amounts payable thereunder have to carry out Seller’s obligations has been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases.obtained; (c) Except as otherwise provided in Exhibit "C" attached heretoThis Agreement has been duly authorized, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller executed and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid delivered by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing.Seller; (d) No tenant The execution of this Agreement and the Closing to occur hereunder do not and will not violate any contract, covenant or other occupant under any of the Leases and no other person, firm, corporation, agreement to which Seller may be a party or other entity has any right or option to acquire the Property or any portion thereofby which Seller may be bound. (e) Except Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, duly qualified to transact business in the Commonwealth of Virginia, and has all requisite power and authority to own its interests in the Property and to operate the Hotel, and to carry on its business as otherwise provided now being conducted. (f) Seller, to Seller’s Knowledge, has not received any written or oral notification from any governmental authority concerning the Property for any violation of federal, state, county or municipal laws, ordinances or regulations, expressly including any violations concerning health, fire, building, sanitation, safety code violations, zoning, Hazardous Materials or any other environmental problems. Seller agrees to forward to Buyer copies of any notices described in Exhibit "D" attached heretothe preceding sentence immediately on receipt by Seller. To Seller’s Knowledge, Seller is not in violation of any governmental laws, ordinances, rules, and regulations applicable to the use and occupation of the Property, including, without limitation, health, fire, sanitation and safety codes. To Seller’s Knowledge, Seller is not in violation of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., or any modifications or amendments thereto, or applicable state law and other federal, state and local laws and the regulations implementing such laws now in force relating to hazardous waste disposal and/or toxic substances (the above laws are collectively referred to as “Environmental Laws”). Seller represents and warrants that it has disclosed to Buyer all paintingpending or threatened litigation known to Seller and orders, rulings, notices, permits or investigations known to Seller regarding Hazardous Materials, as such terms are defined in applicable Environmental Laws. (g) To Seller’s Knowledge, Seller has not received any written or oral notification of a breach of any Contracts, any licenses and permits or any Lease and there are no defaults or conditions which with the passage of time or the giving of notice would constitute defaults thereunder. There are no persons with a right to use or occupy the Property other than the tenants under the Leases and the guests of the Hotel. Each of the Contracts, licenses and permits and Leases being assumed by Buyer are in full force and effect and have not been amended, modified or supplemented in any way that is not expressly disclosed to the Buyer in writing. (h) To Seller’s Knowledge, there are no actual or threatened conditions or circumstances which would adversely affect the current use of the Property, or Seller’s ability to use the Property to operate the Hotel. (i) To Seller’s Knowledge, the Real Property is not subject to special assessment levies or any roll back taxes. (j) Seller has not made any commitment to any governmental or quasi-governmental authority, or to any third person to dedicate or grant any portion of the Real Property for roads, easements, rights of way, park lands, or other public or private purposes, or to grant any restrictions, or to incur any other expense or obligation relating to the Real Property. (k) There are no currently effective employment agreements, collective bargaining agreements, or pensions, retirement or profit sharing plans, with or covering any of the employees of the Hotel, except as set forth on Schedule 8.2(k). (l) To Seller’s Knowledge, there are no unrecorded easements that adversely affect the use and operation of the Real Property as a Hotel. Prior to the Closing Date, Seller will not grant any easement that will affect title to the Real Property or Seller’s right to transfer its property interest hereunder. (m) There are no other agreements, written or oral, other than the Contracts, licenses, permits and Leases, which affect the use or operations of the Hotel. (n) To Seller’s Knowledge, Seller has not received any notice from any insurance company that has issued a policy with respect to the Hotel or from any board of fire underwriters (or other body exercising similar functions) claiming any defects or deficiencies or requesting the performance of any repairs, alterations and alterations, or other work expressly required to be performed by the landlord under each Property, which, if not corrected, would result in termination of insurance coverage. (o) To Seller’s Knowledge, there are no pending suits, litigation, or administrative proceedings relating to Seller, or to the Hotel, including, without limitation, pending labor grievances or arbitrations or suits. (p) All tangible Personal Property is in good working order. (q) There are no parties in possession of the LeasesProperty pursuant to any leases effecting the Property except those specifically disclosed on Schedule 1.1(w). (r) All taxes in connection with the Property, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") sales, occupancy, hotel/motel, ad valorem, personal property, and real property taxes, have been fully performed paid and paid for no such taxes remain unpaid as of the date hereof. (s) All Personal Property located at the Property is owned by the Seller and Seller has no equipment leases or other financing arrangements affecting title to such personal property, except those disclosed in this Agreement. (t) Except as disclosed in writing to Buyer, all Leases are in full force and effect, and no defaults by Seller or will be fully performed and paid any tenant exist under the Leases. (u) Except as disclosed in full on writing to Buyer, no leasing commissions are due to any leasing agent or before broker in connection with the Closing Date and all of the tenants Leases. (v) Seller is not currently obligated under each any of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workmake any tenant improvements. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. To induce Purchaser to enter into this Agreement, Seller represents and warrants tohereby represents, and warrants, and/or covenants with, to Purchaser that the following matters are and shall be true as of the date of execution of this Contract and as of the Closing Datefollowing: (a) The leases delivered to Purchaser during Seller is the Feasibility Period (sole holder of the "Leases") constitute X. Xxxxx Note Purchaser’s rights and obligations under the entire agreement with each tenant. No tenant has any right to renew Notes and the Agent’s rights and obligations under the Notes, and the X. Xxxxx Note Purchaser’s and the Agent’s respective rights and obligations under the Note Documents and all rights and interests therein and thereunder are free and clear of claims and liens, other than claims or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or liens that will be updated released on or prior to the Closing. Seller has not previously assigned or transferred any of its rights or interests under the Notes or any of the Note Documents to any other party or parties. The X. Xxxxx Note Purchaser is the only “Purchaser” under and as required defined in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights Note Purchase Agreement and the holder of occupancy or use for any portion all of the Project other than Notes. The Assigned Interest constitutes 100% of the Obligations owing under the Note Documents (subject to those specific rights retained by Seller under the Note Documents as set forth in the Leasesthis Agreement). (b) None The Outstanding Balance, as set forth on Schedule B attached hereto, is a true and accurate statement as of November 30, 2023 of the Leases and none outstanding Obligations of the rents Note Parties due and owing to Seller, including, without limitation, the principal amount and accrued and unpaid interest of the Notes, and any unpaid fees, costs or other amounts expenses payable thereunder have been assigned, pledged, to Seller (in its capacities as a Purchaser and as Agent) by the Note Parties. Seller has no unfunded commitments to make any additional loans or encumbered except extensions of credit to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to Note Parties under the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the LeasesNote Documents. (c) Except Seller is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary limited liability company power and authority to own its assets and carry on its business as otherwise provided in Exhibit "C" attached heretonow being conducted. Seller has the power and authority to execute and deliver this Agreement and all documents, no brokerage instruments and agreements executed and delivered pursuant hereto (collectively, the “Closing Documents”), and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and all the other Closing Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized, and do not and will not contravene (i) any law or leasing commissionsregulation binding on or affecting Seller or its officers, management fees directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (ii) any contractual restriction with any party binding on Seller or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (iii) any order, judgment or decree of any court or other compensation are due governmental or payable to any person, firm, corporationpublic body or authority, or other entity with respect to subdivision thereof, binding on Seller or on account its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, or (iv) the organizational documents of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingSeller. (d) No tenant This Agreement and each other Closing Document has been duly executed and delivered by Seller and is the binding obligations of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by the bankruptcy, insolvency, reorganization, liquidation, moratorium or other occupant under any similar laws of the Leases general application and no other person, firm, corporation, equitable principles relating to or other entity has any right or option to acquire the Property or any portion thereofaffecting creditors’ rights. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each No person acting on behalf of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full Seller is or will be fully performed and paid entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, from Purchaser in full on or before the Closing Date and all connection with any of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Worktransactions contemplated hereby. (f) The Rent Roll execution and delivery by Seller of this Agreement and the updates thereof (including at other Closing Documents and the time performance by Seller of Closing)its obligations hereunder and thereunder do not require any order, are and shall consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, in order to be true and correct in all material respectsbinding on Seller or its affiliates. (g) The statements Seller is not in default or breach under any Note Document or in violation of income and expense for any law or regulation, which violation could have a material adverse effect on Seller’s ability to assert rights under the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsNote Documents. (h) Except as otherwise provided There are no pending or, to Seller’s knowledge, threatened actions or proceedings by or before any court, administrative agency, arbitrator or other tribunal in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to connection with the Improvements or any of its mechanical, electrical or plumbing systems, which have not been correctedNote Documents. (i) Except as otherwise Seller has provided in Exhibit "F" attached heretoto Purchaser true and correct copies of all Note Documents (including, without limitation, all amendments, modifications, waivers, forbearances and other related documents thereto), and it has not given its consent to change, nor has it waived, any term or provision of any of the Note Documents or any of its rights thereunder, including, without limitation, the amount or time of any payment of principal or the rate or time of any payment of interest, and, other than the Note Documents, there are is no serviceother agreement to which Seller, executory or, to Seller’s best knowledge, any other person or other contracts entity, is a party or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of by which Seller has received notice. Seller shall terminate all non-union employees is bound governing Seller’s rights and obligations in respect of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at ClosingNote Documents. (j) Except Seller is a sophisticated institutional investor that is an “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as otherwise provided in Exhibit "G" attached hereto, amended (the “Act”). Neither Seller nor anyone acting on Seller’s behalf has taken any action which would subject the sale of the Notes to the registration provisions of Section 5 of the Act. Seller has no knowledge nor has received notice of obligation to, including any pendingobligation to make additional loans to, threatened make guarantees on behalf of, or contemplated condemnation of otherwise extend credit to, Borrower under or in connection with the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this ContractAssigned Interest. (k) In the event Seller has not received any written notice that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership (1) any payment or other entity, Seller represents and warrants that it is transfer made to or for the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control account of Seller from or on account of Borrower or any other Note Party is or may be void or voidable as an actual or constructive fraudulent transfer or as a preferential transfer or (2) the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the ProjectAssigned Interest, or any portion thereof, which has not been corrected is void, voidable, unenforceable or which will impair the operation of the Project. To the best of Seller's knowledge without subject to any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionimpairment. (ml) To After the best of Seller's knowledgetransactions contemplated herein are consummated, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n1) Except as otherwise provided in Exhibit "I" attached hereto, there are Seller shall have no pending or, recourse to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, thatAssigned Interest and, except as otherwise expressly provided herein, Seller shall have no recourse to Purchaser in Exhibit "J" attached hereto, connection with the Assigned Interest and (2) Seller shall have no remaining claims against or interests in the Borrower or its affiliates with respect to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestosNote Documents.

Seller’s Representations and Warranties. In consideration of Buyer entering into this Agreement and as an inducement to Buyer to purchase the Property, Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be true warranties as of the date of execution of this Contract Effective Date and continuously as of the Closing DateClosing, each of which is material and is being relied upon by Buyer (and the truth and accuracy of which shall constitute a condition precedent to Buyer’s obligations hereunder), and all of which shall survive Closing: (ai) The leases delivered Seller has the authority to Purchaser during enter into this Agreement and the Feasibility Period instruments referenced herein, and to consummate the transaction contemplated hereby. (ii) All requisite action has been taken by Seller in connection with entering into this Agreement and the "Leases") constitute instruments referenced herein; and, by the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same Closing, all such necessary action will have been taken to authorize the consummation of the transaction contemplated hereby. By the Closing no additional consent of any individual, director, manager, shareholder, partner, member, trustee, trustor, beneficiary, creditor, investor, judicial or administrative body, governmental authority or other party shall be required for Buyer to consummate the transaction contemplated by this Agreement. (A) In this regard, if applicable, Seller shall deliver or cause delivery to Buyer of true and complete copies of each requisite action or authorization that has been taken by Seller or will be updated as required taken (immediately after taking such action prior to Closing) when in the GIS Lease or elsewhere in connection with entering into this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion Agreement and execution of the Project other than as set forth in the Leasesinstruments referenced herein. (biii) None The individuals executing this Agreement and the instruments referenced herein on behalf of Seller have the Leases legal power, right and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except actual authority to bind Seller to the first mortgage lender; any such assignmentterms and conditions hereof and thereof. (iv) Neither the execution or delivery of this Agreement or the documents or instruments referenced herein, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to nor incurring the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth herein, nor the consummation of the transaction contemplated herein, nor compliance with the terms of this Agreement or the documents or instruments referenced herein or therein conflict with or result in the Leasesmaterial breach of any terms, conditions or provisions of, or constitute a default under, any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, lease or other agreement or instrument (a) to which Seller is a party, or (b) that affect the Property of which Seller has actual or constructive knowledge. (cv) Except as otherwise provided in Exhibit "C" attached heretoTo the best of Seller’s actual knowledge, there are no brokerage or leasing commissionsactions, management fees or other compensation are due or payable to any personsuits, firmclaims, corporationlegal proceedings, or any other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire proceedings affecting the Property or any portion thereof, at law, or in equity before any court or governmental agency, domestic or foreign. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (mvi) To the best of Seller's ’s actual knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no actions or proceedings pending oror threatened against Seller, before any court or administrative agent in any way connected with or relating to the Property, or affecting Seller’s ability to fulfill all of its obligations under this Agreement. (vii) Seller has made no written or oral commitments to or agreements with any governmental authority or agency materially and adversely affecting the Property, or any part thereof, or any interest therein, which will survive the Closing. Seller has entered into no understanding or agreement with any taxing or assessing authority respecting the imposition or deferment of any taxes or assignments respecting the Property. (viii) To the best of Seller’s actual knowledge, Seller is not in default of its obligations under any contract, agreement or instrument to which Seller is a party pertaining to the Property. (ix) To the best of Seller’s actual knowledge, no document supplied to Buyer by Seller contains any untrue statement of a material fact, and to the best of Seller’s actual or constructive knowledge no document omits any facts that would be necessary, in the circumstances, to make the document supplied not misleading. (x) To the best of Seller’s actual knowledge, there are no encroachments onto the Property by improvements on any adjoining property, nor do any buildings or improvements located on the Property encroach on other properties. (xi) There are no mechanics’, materialmen’s or similar claims or liens presently claimed or which will be claimed against the Property for work performed or commenced for Seller or on Seller’s behalf prior to the Effective Date of this Agreement. Seller agrees to indemnify, defend, and hold Buyer and its elected and appointed officials, officers, employees, contractors, and agents harmless from all costs, expenses, liabilities, losses, charges, and fees, including attorney fees, arising from or relating to any such lien or any similar lien claims against the Property and arising from work performed or commenced for Seller or on Seller’s behalf at any time prior to Closing. (xii) There are no undisclosed contracts, licenses, commitments, undertakings or other written or oral agreements for services, supplies or materials concerning the use, operation, maintenance, or management of the Property that will be binding upon Buyer or the Property after the Closing. There are no oral contracts or other oral agreements for services, supplies or materials, affecting the use, operation, maintenance or management of the Property to which Seller is a party or of which Seller has actual knowledge and/or constructive knowledge. (xiii) There are no written or oral contracts, leases, licenses, or contractual rights or options to lease, purchase, or otherwise enjoy possession, rights or interest of any nature in and to the Property or any part thereof, and except to the extent expressly otherwise agreed by Buyer, no person shall have any right of possession to the Property or any part thereof as of the Closing. (A) As of the Effective Date, Seller agrees not to enter into any leases, licenses or easements in the Property (or any part thereof), or grant any other rights of access, use or occupancy to the Property (or any part thereof) without the prior written approval of Buyer, which may be granted or denied in Buyer’s sole and complete discretion. (xiv) Except as revealed in the Preliminary Title Report, Seller shall not allow, consent to, or otherwise permit any encumbrance, lien, or other exception to title to become of record or affect title to the Property during the period from the Effective Date through the Closing Date, unless such encumbrance, lien, or other exception is expressly pre-approved by Buyer in its sole and absolute discretion. (xv) Neither Seller nor, to the best of Seller's ’s actual knowledge, threatened judicialany previous owner, municipal tenant, occupant, or administrative proceedings affecting user of the Project Property used, generated, released, discharged, stored, or disposed of any Hazardous Materials on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller has not received any oral or written notice from any applicable federal, state or local governmental agency requiring remediation or monitoring in which Seller is connection with the release, storage or will be a party by reason disposal of any Hazardous Materials on, under, in or about the Property. (xvi) To the best of Seller's ownership of ’s actual knowledge no Hazardous Materials exist on, under, in or about the Project Property, nor have Hazardous Materials ever been transported to or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on from the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Property. (xvii) Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments has not (i) made a general assignment for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos,

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are ----------------------------------------- representations and shall be warranties to Buyer, each of which is true and correct as of the date of execution of this Contract Agreement, and will be true and correct as of the Closing Date: (a) The leases delivered to Purchaser during the Feasibility Period Vazquez and John Gough (the "LeasesGough") constitute are the entire agreement with each tenantsole owners of Onesourcx. No tenant has any right to renew or extend its Lease except as shown on Xxxxer is xxx xxxx ownxx xf the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the LeasesAssets. (b) None The execution and delivery of this Agreement and the Leases documents contemplated hereby and none the performance by Seller of the rents or other amounts payable its obligations hereunder and thereunder have been assigned, pledged, or encumbered except duly and validly authorized by all necessary corporate action. Seller has full legal power and authority to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay enter into and perform all sums this Agreement, and obligations set forth this Agreement constitutes the valid and binding obligation of Seller, enforceable in the Leasesaccordance with its terms. (c) Except as otherwise provided in Exhibit "C" attached heretoThe execution and delivery of this Agreement does not conflict with, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporationviolate, or other entity with respect constitute a default under the terms, conditions, or provisions of any agreement or instrument to which Seller is a party, or any law, judgment, or order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingAssets. (d) No tenant or other occupant under any of the Leases and There are no other personactions, firmsuits, corporationproceedings, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any now pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal against Seller or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Assets that would affect Seller's ownership ability to fulfill Seller's obligations under this Agreement or that would impair the value of the Project or any portion thereofAssets. (e) Seller will have at Closing good and marketable title to the Assets free and clear of all liens, including without limitationcharges, proceedings for or involving tenant evictionsand encumbrances other than those securing the Liabilities, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or as disclosed by reason Seller. (f) Seller has provided Buyer with true and correct copies of the condition or use of the Projectall Contracts. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any all of the entities comprising SellerContracts are in full force and effect, have been duly executed by the parties, and neither Seller nor are any of such proceedings contemplated by Seller, or other party is in default under any of the entities comprising SellerContract. (og) Seller representshas provided Buyer with true and correct copies of all documents evidencing Seller's rights in the Intangible Property. To Seller's knowledge, but does not warranteach agreement, thatinstrument, except or license with respect to the Intangible Property is in full force and effect, and neither Seller nor any other party is in default under any such agreements. (h) The Personal Property is in good working condition and repair, reasonable wear and tear excepted, and is adequate and appropriate for the Business as otherwise provided now conducted. Any items of Inventory are in good condition, and are usable and/or salable in the ordinary course of the Business as now conducted. (i) Seller is conducting and has conducted the Business in compliance with all applicable Federal, state and local laws, rules, regulations, ordinances, orders, decrees, building codes, safety and fire and health approvals, certificates of occupancy or other governmental restrictions applicable to the Business or the Assets. (j) John Gough and Gabriel Hernandez, both interested parties of the traxxxxxxxx xave xxxxxx x xxxxxxnt acknowledging and consenting to the terms of the transaction between Seller and Buyer. These Acknowledgement and Consent documents will be attached hereto as Exhibit "J" attached hereto, D". (k) Seller represents that it has paid all sales and use tax and buyer will be able to receive a corporation tax clearance certificate from the best State Board of Equalization (with respect to Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestossales and use tax liabilities).

Seller’s Representations and Warranties. Seller represents and warrants toto Buyer as follows: 1.) Seller is a Delaware limited partnership duly created, validly existing, and covenants within good standing under the laws of the State of Delaware and Seller has the full right, Purchaser power, and authority to own and convey the Property and to enter into and otherwise perform and comply with all the terms and conditions of this Agreement. 2.) This Agreement and all documents executed by Seller that are to be delivered to Buyer or Escrow Holder at the following Closing are, and at the time of Closing will be, duly authorized, executed, and delivered by Seller; and this Agreement and all documents executed by Seller that are to be delivered to Buyer at Closing are, and at the time of Closing will be, legal, valid, and binding obligations of Seller, enforceable in accordance with their terms (except as enforcement may be limited by bankruptcy, insolvency or similar laws) and do not, and at the time of Closing will not, violate any provisions of any agreement or judicial order to which Seller is a party or to which Seller or the Property is subject. 3.) Seller is the owner of the landlord's interest under the Operating Lease (subject only to those matters set forth in the PTR) and Seller has not heretofore assigned any of its interest in the Operating Lease, the Personal Property, the Permits or the Miscellaneous Property Assets. 4.) Seller has not directly entered into any Subleases, and has not entered into any leases with respect to the Hotel or the Land or any portion thereof, other than the Operating Lease. 5.) Exhibit H hereto contains a complete list of all Contracts currently in effect with respect to the Property. To Seller's knowledge, all information contained on Exhibit H is true, accurate and complete in all respects as of the date hereof and copies of all Contracts which have heretofore been delivered to Buyer are true, accurate and shall be true complete, and include all amendments or modifications thereof (whether written or verbal). Except as disclosed on Exhibit H, (i) to Seller's knowledge, no party to any Contract is in default thereunder; (ii) to Seller's knowledge, no event or circumstance has occurred which, either by itself, or with the giving of notice or passage of time, or both, would constitute a breach or default or event of default under any Contract; and (iii) to Seller's knowledge, no party to any Contract has delivered any notice, either written or verbal, alleging the occurrence of any breach thereof or default or event of default thereunder. 6.) To Seller's knowledge, except for notices or copies thereof received by the Operator (including, without limitation, notices relating to the Americans With Disabilities Act), as of the date of execution this Agreement, Seller has not received any notices of this Contract violations of any laws, ordinances, orders or requirements of any governmental authority, agency or officer having jurisdiction against or affecting the Property or with respect to the operation thereof for its currently intended purpose, which have not previously been complied with, nor, to Seller's knowledge, do any facts or circumstances exist which are not known to Operator and as which, if known to any applicable governmental agency or authority, would constitute a material violation of any such laws, ordinances, orders or requirements and have a material adverse impact on the operations of the Closing Date:Hotel. (a7.) The leases delivered to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There To Seller's knowledge, there are no leasesactions, tenanciesinvestigations, suits or proceedings (including arbitrations, grievances, judicial proceedings, administrative proceedings and tax contests) pending, or threatened, with respect to the Property, or the ownership or operation thereof, or any part thereof (other rights than those being administered by the Operator), nor any judgments, orders, awards or decrees currently in effect against Seller with respect to the ownership or operation of occupancy any part of the Property which have not been fully discharged prior to the date hereof. 8.) To Seller's knowledge, there are no pending or threatened requests, applications or proceedings to alter or restrict the zoning or other use for restrictions applicable to the Property, or to condemn all or any portion of the Project other than as set forth in the LeasesProperty by eminent domain proceedings or otherwise. 9.) Attached hereto as Exhibit I is a list of all Permits obtained by Seller (band excluding permits obtained by the Operator) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to the construction, operation, ownership or on account maintenance of the Property, or the Improvements, which are currently in effect. To Seller's knowledge, Seller has received no notice from any governmental authority of intended non- renewal, suspension or revocation of any Permit, and Seller has no knowledge of any threatened non-renewal, suspension or revocation proceeding. 10.) To Seller's knowledge, except as may have been contracted for by the Leases Operator, there has been no construction or other work performed, nor is any in process, at the Property, nor have any construction materials been furnished to the Property or any extensions or renewals portion thereof. Any such commissions, fees which might hereafter give rise to mechanic's, materialmen's or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire liens against the Property or any portion thereof. (e11.) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real EstateAs used herein, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of term "Seller's knowledge" shall mean the actual knowledge of Xxxxxxx X. Xxxxxx, president of the Personal Property is in good operating condition. (m) To the best general partner of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that makes the following matters are representations and shall be warranties to Buyer, each of which is true and correct as of the date of execution of this Contract Agreement, and will be true and correct as of the Closing Date: (a) The leases delivered Seller is a limited liability company, duly organized, validly existing, and in good standing under the laws of the state of its organization, and is qualified to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required transact business in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights State of occupancy or use for any portion of the Project other than as set forth in the LeasesNevada. (b) None of the Leases Seller has full legal power and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except authority to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay enter into and perform all sums this Agreement, and obligations set forth this Agreement constitutes the valid and binding obligation of Seller, enforceable in the Leasesaccordance with its terms. (c) Except as otherwise provided in Exhibit "C" attached heretoThe execution and delivery of this Agreement does not conflict with, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporationviolate, or other entity with respect constitute a default under the terms, conditions, or provisions of any agreement or instrument to which Seller is a party, or any law, judgment, or order of which Seller is aware, and will not result in the creation of any lien, security interest, or encumbrance on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at ClosingAssets. (d) No tenant or other occupant under any of the Leases and There is no other personaction, firmsuit, corporationproceeding, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any claim pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's ’s knowledge, threatened judicial, municipal against Seller or administrative proceedings affecting the Project Assets that would affect Seller’s ability to fulfill its obligations under this Agreement or in which Seller is or will be a party by reason of Seller's ownership that would impair the value of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising SellerAssets. (oe) Seller representshas, but does not warrantand will have at Closing, that, except as otherwise provided in Exhibit "J" attached hereto, good and marketable title to the best Assets free and clear of all liens, charges, and encumbrances other than the Permitted Liens. (f) Seller has provided Buyer with true and correct copies of all Contracts. To Seller's knowledge without ’s knowledge, all of the Contracts are in full force and effect, have been duly executed by the parties, and Seller is not in default under any obligation on Contract. (g) Seller has provided Buyer with true and correct copies of all Real Property Leases. To Seller’s knowledge, each Real Property Lease is in full force and effect, and Seller is not in default under any Real Property Lease. (h) Seller has provided Buyer with true and correct copies of all documents evidencing Seller’s rights in the part Intangible Property. To Seller’s knowledge, each agreement, instrument, or license with respect to the Intangible Property is in full force and effect, and Seller is not in default under any such agreements. (i) Seller is not a party to, or otherwise bound by, any collective bargaining agreement, multi-employer pension fund, or other labor union agreement with respect to any persons employed by Seller in connection with its operation of Seller to investigate, there is no asbestosthe Nevada Business.

Seller’s Representations and Warranties. 4.1 The Parties have intensively discussed and negotiated if and to what extent the Sellers shall be liable for defects relating to the Shares, the Shareholder Loans or the business of the beta Group and have decided to depart from the statutory warranties regarding sold goods (gesetzliche Kaufgewahrleistung). Instead, they have agreed to replace the statutory system and provide for an independent catalogue of specific rights of the Purchaser individually agreed as set forth in this Clause 4. The representations and warranties of each Seller pursuant to this Clause 4.1 shall not constitute guarantees (Garantien) within the meaning of section 444 BGB, but shall constitute separate, independent obligations of a Seller and the scope and content of each representation and warranty of each Seller and any liability of a Seller arising hereunder shall be exclusively defined by the provisions of this Clause 4 and the remainder of this Agreement, which provisions form an integral part of the representations and warranties given by each Seller. 4.1.1 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Agreement, each Seller severally represents and warrants toto Purchaser in respect of itself and those Shares and Shareholder Loans sold by it hereunder only, and covenants withby way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, Purchaser that the following matters statements set out in this Clause 4.1.1 are true and shall be true correct as of the date of execution of this Contract and hereof as well as of the Closing Date:. (a) The leases delivered 4.1.1.1 Each Seller which is a legal person has the full corporate power and authority to Purchaser during enter into this Agreement and to carry out the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown transactions contemplated hereby and such transactions have been duly authorised by all necessary corporate action on the rent roll ("Rent Roll") delivered part of such Seller. Each Seller which is a natural person is authorised and has capacity to Purchaser during enter <PAGE> -15- into this Agreement and to carry out the Feasibility Period as transaction contemplated hereby and, to the extent the same have is required, the consent under section 1365 BGB is attached in Schedule 4. 1.1.1. This Agreement has been duly executed by or will be updated as required in the GIS Lease on behalf of each Seller and constitutes its binding obligations. 4.1.1.2 There is no action, suit, investigation or elsewhere in this Contract. There are no leases, tenanciesproceeding pending against, or other rights to each Seller's actual knowledge, as of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, threatened against or affecting, such Seller before any court or arbitrator or any governmental body, agency, official or other third party which in any manner challenges or seeks to prevent the transfer of the Shares or, where relevant, the Shareholder Loans. 4.1.1.3 The statements in Preamble (A) in respect of the Company are correct. 4.1.1.4 Each Seller is the owner of those Share(s) sold by it pursuant to Clause 2.1 or offered pursuant to the "CALL OPTION", and of that Shareholder Loan (if any) sold by it under Clause 2.3. On the Closing Date such Share(s) and Shareholder Loan will be unencumbered and free from any third parties' rights, subject to the responsibility Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by Purchaser or its financing sources, in particular if Purchaser creates new third party rights. 4.1.1.5 The statements in Schedule B are true and shall be paid correct. The Company holds those and only those direct and indirect participations in the beta Group Companies shown in Schedule B. Subject to the Releases becoming effective and save only to the extent the survival or creation of third party rights is caused (in whole or in part) by PurchaserPurchaser or its financing sources, except thatin particular if Purchaser creates new third party rights, if there are no encumbrances or any tenant under other third party rights, including rights to subscribe for any lease entered into on new shares or after interest, affecting such shares and interest in the beta Group Companies. 1.2 Subject to the limitations of liabilities and the explicit restrictions of certain legal rights, including certain caps agreed in this Agreement, each Active Manager severally represents and warrants to Purchaser by way of an independent guarantee (selbstandiges Garantieversprechen) pursuant to section 311 paragraph 1 BGB, that to the Best Knowledge of the respective Active Manager, the statements set out in Schedule 4.1.2 are true and correct as of the date hereof is required and no Active Manager is, to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any the Best Knowledge of the Leases and no other personrespective Active Manager, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but aware that they will not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations as of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except Closing Date as otherwise provided in Exhibit anticipated to occur on 3rd March 2006. "EBEST KNOWLEDGE" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one respective Active Manager within the meaning of this Agreement shall mean the actual knowledge (21Kennen) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights Active Managers as of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating condition. (m) To the best of Seller's knowledge, the Project and the use knowledge they could have had (Xxxxxx xxxxxx), had the respective Active Manager observed the standard of care applicable to him taking account of their individual position and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation level of the Project as it is presently being operated (the "Governmental Approvals")responsibility. (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending, or to the best of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Seller. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants toIn consideration of Buyer entering into this Agreement, and covenants withas an inducement to Buyer to purchase the Property, Purchaser that the Desert Life Seller makes the following matters are representations and shall be true as of warranties with respect to itself and the date of execution of this Contract Desert Life Project only, and as of the Closing DateLa Cholla Seller makes the following representations and warranties with respect to itself and the La Cholla Project only: (a) The leases delivered Each Seller has the right, power, and authority to Purchaser during make and perform its obligations under this Agreement and the Feasibility Period (execution, delivery, and performance of this Agreement and completion of the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere purchase and sale transaction described in this Contract. There are no leasesAgreement does not violate any contract, tenanciesagreement, or other rights commitment to which such Seller is a party or by which such Seller is bound (subject to receipt of occupancy or use for any portion of consent from the Project other than as set forth in Ground Lessor with respect to the LeasesLa Cholla Project). (b) None Each Seller is the sole owner of, and has the full power and authority to sell and convey its interest in, its respective Project (subject to receipt of consent from the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except Ground Lessor with respect to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the LeasesLa Cholla Project). (c) Except Attached as otherwise provided Schedule “9A” is a list of Tenant Leases as of the Opening of Escrow and to Seller’s knowledge such list is complete and accurate. The Tenant Leases are in Exhibit "C" attached heretofull force and effect and no tenant is in material default under its respective Tenant Lease, except as may be noted on the rent roll delivered to Buyer. Seller has no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account knowledge of any Seller default under the Tenant Leases. Attached as Schedule “9B” is a list of Service Contracts as of the Leases or any extensions or renewals thereof. Any Opening of Escrow and to Seller’s knowledge such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller list is complete and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closingaccurate. (d) No tenant Seller has no knowledge of any pending or other occupant under any of threatened condemnation affecting the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereofProperty. (e) Except as otherwise provided in Exhibit "D" attached heretoSeller is not, all painting, repairs, alterations and other work expressly required to be performed by will not become during the landlord under each term of the LeasesAgreement, and all a person or entity with whom persons of the other obligations United States are restricted from doing business with under regulations of the landlord thereunder which are required to be performed prior to Closing Office of Foreign Asset Contract (“OFAC”) of the U.S. Department of Treasury (including but not limited tothose named on OFAC’s specifically designated and blocked persons list) or under any statute, all tenant build-out work) execution order (including the "Tenant Work") have been fully performed September 24, 2001, Executive Order blocking Property and paid for in full Prohibiting Transactions with Persons who commit, threaten to commit, or will be fully performed and paid in full on support terrorism), or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Workother governmental action. (f) The Rent Roll and There is no litigation pending, nor to Seller’s actual knowledge threatened, with respect to the updates thereof (including at the time of Closing), are and shall be true and correct in all material respectsProperty. (g) The statements of income and expense for Seller has not received any notifications from any governmental authority having jurisdiction over the Project Property alleging that are the Property does not conform to be furnished hereunder accurately represent or violates any applicable law with respect to the operations of the Project for periods covered thereby and are and will be true and correct in all material respectsProperty. (h) Except as otherwise provided The operating statements delivered to Buyer pursuant to Section 4 are the operating statements used by Seller in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any ordinary course of its mechanical, electrical or plumbing systems, which have not been correctedbusiness for the Property. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that there shall be no change in the ownership, operation or control of Seller from the date hereof to the Closing and Seller will not create any easements, liens or other encumbrances with respect to the Project. (l) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, Seller has not been advised of and is not aware of any defect in the condition of the Project, or any portion thereof, which has not been corrected or which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's ’s knowledge, the Personal Property Ground Lease (i) is in good operating condition. full force and affect, and (mii) To there exists no defaults, which with the best giving of Seller's knowledge, notice or the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation passage of the Project as it is presently being operated (the "Governmental Approvals"). (n) Except as otherwise provided in Exhibit "I" attached hereto, there are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pendingtime, or to the best of Seller's knowledgeboth, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerwould constitute a default thereunder. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos

Seller’s Representations and Warranties. Seller represents and warrants to, and covenants with, Purchaser that the following matters are and shall be true as As of the date of execution of this Contract hereof and as of the Closing Date: Date (a) The leases delivered as evidenced by Seller’s date down certificate to Purchaser during the Feasibility Period (the "Leases") constitute the entire agreement with each tenant. No tenant has any right to renew or extend its Lease except as shown on the rent roll ("Rent Roll") delivered to Purchaser during the Feasibility Period as the same have been or will be updated as required in the GIS Lease or elsewhere in this Contract. There are no leases, tenancies, or other rights of occupancy or use for any portion of the Project other than as set forth in the Leases. (b) None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged, or encumbered except to the first mortgage lender; any such assignment, pledge or encumbrance will be released at or prior to Closing unless Purchaser takes title to the Project subject to such mortgage as provided elsewhere in this Contract. There are no valid claims of offset or defenses to the payment of rents and each of the tenants is in fact paying and performing and is legally required to pay and perform all sums and obligations set forth in the Leases. (c) Except as otherwise provided in Exhibit "C" attached hereto, no brokerage or leasing commissions, management fees or other compensation are due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof. Any such commissions, fees or other compensation as are identified on Exhibit "C" shall remain the obligation of Seller and Seller agrees to indemnify, defend and save harmless Purchaser from any such liability. All brokerage or leasing commissions and tenant build-out concessions and allowances payable in conjunction with any Lease entered into on or after the date hereof, will be the responsibility of Purchaser and shall be paid by Purchaser, except that, if any tenant under any lease entered into on or after the date hereof is required to make payments of rent after execution of this Contract but prior to Closing, any commissions or concessions made with respect to such lease shall be prorated at Closing. (d) No tenant or other occupant under any of the Leases and no other person, firm, corporation, or other entity has any right or option to acquire the Property or any portion thereof. (e) Except as otherwise provided in Exhibit "D" attached hereto, all painting, repairs, alterations and other work expressly required to be performed by the landlord under each of the Leases, and all of the other obligations of the landlord thereunder which are required to be performed prior to Closing (including but not limited to, all tenant build-out work) (the "Tenant Work") have been fully performed and paid for in full or will be fully performed and paid in full on or before the Closing Date and all of the tenants under each of the Leases have unconditionally accepted the space they are occupying in the Project. All Tenant Work identified on Exhibit "D" as remaining to be completed shall either be completed by Seller prior to Closing or Purchaser shall be given a credit at Closing for the reasonably estimated expenses of completing the Tenant Work. (f) The Rent Roll and the updates thereof (including at the time of Closing), are and shall be true and correct in all material respects. (g) The statements of income and expense for the Project that are to be furnished hereunder accurately represent the operations of the Project for periods covered thereby and are and will be true and correct in all material respects. (h) Except as otherwise provided in Exhibit "E" attached hereto, Seller shall have received no written notices from fire or casualty insurance carriers suggesting or requiring physical alterations to the Improvements or any of its mechanical, electrical or plumbing systems, which have not been corrected. (i) Except as otherwise provided in Exhibit "F" attached hereto, there are no service, executory or other contracts or collective bargaining agreements or employment contracts (either oral or written) with respect to the Project which are not cancellable on sixty (60) days' notice (the "Contracts") and there are no recorded mechanics' or materialmens' liens or claims for such liens affecting the Project or unrecorded mechanics' or materialmens' liens or claims for such liens affecting the Project of which Seller has received notice. Seller shall terminate all non-union employees of the Project, who are not subject to any employment contract identified in Exhibit "F", effective on or before Closing unless Purchaser requests in writing not less than twenty-one (21) days prior to Closing that any of such employees should not be terminated, in which event the salaries and other benefits to which such employee(s) are entitled shall be prorated at Closing. (j) Except as otherwise provided in Exhibit "G" attached hereto, Seller has no knowledge nor has received notice of any pending, threatened or contemplated condemnation of the Project or any part thereof. The rights of the parties with respect to any pending or threatened condemnation proceeding identified on Exhibit "G" are governed by Paragraph 13 of this Contract. (k) In the event that Seller is comprised of a land trust and a beneficiary thereof, Seller represents and warrants that the trust is the sole title holder of the Project and that all parties executing this Contract on behalf of Seller are executing this Contract with full power and authority to execute and cause the consummation of this Contract. In the event that Seller does not include a land trust, but instead is a person, partnership or other entity, Seller represents and warrants that it is the sole owner of the Project and is executing this Contract with full power and authority to execute and cause the consummation of the Contract. In either event, Seller represents, warrants and covenants that to Purchaser that: (a) Other than the Lease, there shall will be no change parties in possession of any portion of the ownershipProperty as lessees, operation sub-lessees or control of Seller from the date hereof otherwise, and no other party has been granted an oral or written license, lease, option, purchase agreement or other right pertaining to the Closing use, purchase or possession of any portion of the Property. A true, complete and correct copy of any Contracts affecting the Property and any amendments thereto have been or will be furnished to Purchaser within five (5) days after the Effective Date as part of the Due Diligence Materials, and except as set forth on Schedule 11 (a), there are no Contracts which encumber or bind the Property or Seller which will not create any easementsbe binding on Purchaser, liens or which Purchaser will be required to assume at Closing, or which will encumber or bind the Property at or after Closing. There are no leasing brokerage agreements, leasing commission agreements or other encumbrances agreements providing for the payment of any amounts (except for the Seller’s obligation to pay a commission to Broker), and no commissions due, for leasing activities with respect to the ProjectProperty. (lb) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "H" attached hereto, shall cause Tenant to execute and deliver the Lease at or prior to Closing. (c) The Seller has not been advised of and is not aware received notice of any defect in default (and Seller has no knowledge of any default) under any note, mortgage or deed of trust or other security interest or loan document or indebtedness related to or secured by the condition Property. The execution and delivery of this Agreement, the consummation of the Projecttransaction herein contemplated and the compliance with the terms and provisions hereof will not conflict with or (with or without notice or the passage of time or both) result in a breach of any of the terms or provisions of, or constitute a default under, any portion thereofindenture, mortgage, loan agreement or instrument to which has not been corrected the Seller is a party or by which will impair the operation of the Project. To the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no defect in the Real Estate, the Improvements, the structural elements thereof, the mechanical systems (including without limitation all heating, ventilating, air conditioning, plumbing, electrical, elevator, security, utility and sprinkler systems) therein or the roof. To the best of Seller's knowledge, the Personal Property is in good operating conditionbound, any applicable regulation or any judgment, order or decree of any court having jurisdiction over the Seller or the Property. (md) To The Seller has not received any notice, nor does Seller have knowledge of any material violation of any ordinance, regulation, law, statute, rule or restriction relating to the best of Seller's knowledge, the Project and the use and operation thereof are in compliance with all applicable municipal and governmental laws, ordinances, regulations, licenses, permits and authorizations and there are presently in effect all licenses, permits and other authorizations necessary for the use, occupancy and operation of the Project as it is presently being operated (the "Governmental Approvals")Property. (ne) Except as otherwise provided in Exhibit "I" attached hereto, there There are no pending or, to the best of Seller's knowledge, threatened judicial, municipal or administrative proceedings affecting the Project or in which Seller is or will be a party by reason of Seller's ownership of the Project or any portion thereof, including without limitation, proceedings for or involving tenant evictions, collections, condemnation, eminent domain, alleged building code or zoning violations or personal injuries or property damage alleged to have occurred on the Project or by reason of the condition or use of the Project. To the extent that any proceeding involving personal injury or property damage exists or later arises due to an act or omission alleged to have occurred prior to Closing, Seller agrees to indemnify, defend and save harmless Purchaser from any liability arising therefrom. No attachments, execution proceedingsexecutions, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or voluntary or involuntary proceedings in bankruptcy or under any applicable debtor relief laws or any other proceedings are pending, litigation contemplated by or pending or to Seller’s knowledge, threatened against the best Seller or the Property. 001/16597.001/EscrowPhase1/PSA5.1(hhb) (f) K and G has been duly organized and is validly existing under the laws of the State of California. V Lions has been duly organized and is validly existing under the laws of the State of Nevada and is qualified to transact business in the State of California. Seller has the full right and authority to enter into this Agreement and to transfer all of the Property to be conveyed by Seller pursuant hereto and to consummate or cause to be consummated the transactions contemplated herein to be made by Seller. The person signing this Agreement on behalf of Seller is authorized to do so. No other signatures or approvals are required to make this Agreement fully enforceable by the Purchaser with respect to the Seller or the Property. This Agreement constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of Seller's knowledge, threatened, against Seller, any of the entities comprising Seller, nor are any of such proceedings contemplated by Seller, or any of the entities comprising Sellerenforceable in accordance with their respective terms. (o) Seller represents, but does not warrant, that, except as otherwise provided in Exhibit "J" attached hereto, to the best of Seller's knowledge without any obligation on the part of Seller to investigate, there is no asbestos