EXHIBIT 2.2 ACQUISITION AND CONTRIBUTION AGREEMENT

Exhibit 2.2

ACQUISITION AND CONTRIBUTION AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

dated

SEPTEMBER 16, 2005,

by and between

MARELDA RETAIL DEVELOPMENT LLC,
as Transferee

and

COLONIAL REALTY LIMITED PARTNERSHIP,
as Transferor

TABLE OF CONTENTS

ACQUISITION AND CONTRIBUTION AGREEMENT
AND JOINT ESCROW INSTRUCTIONS

     THIS ACQUISITION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “ Agreement ”) is made and entered into as of September 16, 2005 (the “ Execution Date ”), by and between (i) MARELDA RETAIL DEVELOPMENT LLC, a Delaware limited liability company (“ Transferee ”), and (ii) COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“ Transferor ”), for the purpose of setting forth the agreement of the parties and of instructing FIDELITY NATIONAL TITLE INSURANCE COMPANY (“ Escrow Agent ”) with respect to the transactions contemplated by this Agreement.

R E C I T A L S

     A. Transferor is the owner of an undivided fee simple interest in each of the following properties: (i) the real property located at 1627-53 Opeika Road in the City of Auburn, County of Lee, State of Alabama, as more particularly described on Exhibit “A-1” attached hereto (the “ Auburn Land Parcel ”), commonly known as “Colonial University Village” (the “ Auburn Project ”); and (ii) the real property located at 10177 N. Kings Highway in the City of Myrtle Beach, County of Horry, State of South Carolina, as more particularly described on Exhibit “A-2” attached hereto (the “ Myrtle Beach Land Parcel ”), commonly known as “Colonial Mall Myrtle Beach” (the “ Myrtle Beach Project ”).

     B. Transferor is also the holder of an undivided ground leasehold interest in the real property also located at 1627-53 Opeika Road in the City of Auburn, County of Lee, State of Alabama, adjacent to the Auburn Land Parcel, as more particularly described on Exhibit “A-3” attached hereto, pursuant to the terms of that certain Lease Agreement, dated as of September 8, 2003 (the “ Ground Lease ”), by and between Transferor, as tenant, and the City of Auburn, Alabama, a municipal corporation, as landlord (such leasehold interest, together with all of Transferor’s right, title and interest in and to any and all land, improvements and other property pursuant to the Ground Lease, being hereinafter referred to as the “ Auburn Leasehold ”).

     C. The Auburn Land Parcel and the Myrtle Beach Land Parcel are sometimes each referred to herein as a “ Land Parcel ” and are sometimes collectively referred to herein as the “ Land Parcels .” The Auburn Project and the Myrtle Beach Project are sometimes each referred to herein as a “ Project ” and are sometimes collectively referred to herein as the “ Projects .”

     D. Each Land Parcel, together with the “Improvements,” the balance of the “Real Property,” the “Personal Property” and the “Intangible Property” applicable thereto (each as hereinafter defined), are sometimes each referred to herein as a “ Property ” and are sometimes collectively referred to herein as the “Properties .”

     E. Concurrently herewith, the parties hereto are entering into that certain Acquisition and Contribution Agreement and Joint Escrow Instructions for the (i) the real property located at 3501 Airport Boulevard in the City of Mobile, County of Mobile, State of Alabama commonly known as “Colonial Mall Bel Air,” (ii) the real property located at 714 SE Greenville Boulevard in the City of Greenville, County of Pitt, State of North Carolina commonly known as “Colonial Mall Greenville,” (iii) the real property located at 100 Mall Boulevard in the City of Brunswick, County of Glynn, State of Georgia commonly known as “Colonial Mall Glynn Place,” and (iv) the real property located at 1700 Norman Drive in the City of Valdosta, County of Lowndes, State of Georgia commonly known as “Colonial Mall Valdosta” (the “ Related Acquisition Agreement ”).

     F. At the “Closing” (as hereinafter defined), Transferor desires to transfer, contribute and convey each Property to a separate, newly formed, single asset Delaware limited liability company, wholly-owned, directly or indirectly, by Transferor (each, a “ Property Owning Entity ” and, collectively, the “ Property Owning Entities ”), in accordance with the terms hereof.

     G. Immediately thereafter at the Closing, Transferor desires to transfer, contribute and convey 100% of the membership interests of each Property Owning Entity to Transferee, and Transferee desires to accept such transfers, contributions and conveyances, all upon and subject to the terms and conditions set forth in this Agreement.

     H. Transferor will assign its interest in this Agreement (in whole, but not in part) to an exchange facilitator, qualified intermediary, exchange accommodation titleholder or similar entity for the purpose of effecting a like-kind exchange of the Properties transferred (as a result of the transfer of the Property Owning Entities to Transferee) pursuant to this Agreement at the Closing in a transaction which will qualify for treatment as a tax-deferred like-kind exchange pursuant to the provisions of Section 1031 of the “Code” (as hereinafter defined) and applicable state revenue and taxation code sections (a “ 1031 Exchange ”).

A G R E E M E N T

     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferee and Transferor hereby agree, and instruct Escrow Agent, as follows:

1. TRANSFER, CONTRIBUTION AND CONVEYANCE .

     Upon and subject to all of the terms and conditions of this Agreement, Transferor agrees to (a) transfer, contribute and convey a good and marketable fee simple interest in each Property to a separate Property Owning Entity, (b) concurrently therewith, irrevocably assign, transfer, contribute and convey all of Transferor’s right,

title and interest in and to the Ground Lease and the Auburn Leasehold to the same Property Owning Entity which becomes the owner of the Auburn Property, and (c) immediately thereafter, assign, transfer, contribute and convey to Transferee (or one or more of its designees), 100% of the membership interests of each Property Owning Entity (collectively, the “ Entity Interests ”), including, without limitation, the following: (i) all interests in the capital of each Property Owning Entity and all profits, surplus, assets, allocations, returns (whether preferred or not) and distributions of any kind of each Property Owning Entity to which any member thereof shall at any time be entitled and which are attributable to the period from and after the “Closing Date” (as hereinafter defined), both during the term of such Property Owning Entity’s existence and upon any liquidation of such Property Owning Entity, if any shall occur; (ii) all other payments, if any, due or to become due, under or arising out of any of the “Operating Agreements” (as hereinafter defined) and which are attributable to the period from and after the Closing Date, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (iii) any and all agreements relating to any Property Owning Entity or to which any Property Owning Entity is a party (including, without limitation, each Operating Agreement); (iv) any interest in real, personal, intangible or other property which Transferor may hold or be entitled to as a result of its interest in any Property Owning Entity; (v) all of Transferor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, against, under or in respect of its interest in any Property Owning Entity, or under or arising out of any Operating Agreement; (vi) all present and future claims, if any, of Transferor against any Property Owning Entity or any Property Owning Entity’s members under or arising out of any Operating Agreement for monies loaned or advanced, for services rendered or otherwise; (vii) any and all rights, duties, powers and obligations of Transferor as a managing member and/or non-managing member of each Property Owning Entity under each Operating Agreement, including, without limitation, control over the day-to-day management and operation of each Property Owning Entity; and (viii) any and all claims, demands, actions, causes of action, judgments, obligations, contracts, agreements, debts and liabilities whatsoever, whether known or unknown, suspected or unsuspected, both at law and in equity, which Transferor (or its successors and assigns) now has, has ever had or may hereafter have against any Property Owning Entity and/or any Property Owning Entity’s past and present agents, representatives, employees, officers, directors, affiliates, members, controlling persons, subsidiaries, successors and assigns, including, without limitation, any rights to indemnification or reimbursement from any Property Owning Entity. Transferee agrees to accept such transfers, contributions and conveyances upon and subject to all of the terms and conditions of this Agreement.

2. CONTRIBUTION VALUE .

     The contribution value of the Entity Interests (the “ Contribution Value ”) shall equal Eighty Five Million Nine Hundred Ninety Eight Thousand Two Hundred Thirty Four Dollars ($85,998,234.00), subject to adjustment as hereinafter provided. Transferee and Transferor hereby acknowledge and agree that prior to the Closing, they shall mutually agree upon (a) the allocation of the Contribution Value among the Entity Interests attributable to the Property Owning Entity that owns each Project and (b) the allocation of

the Contribution Value for each Project’s Entity Interests among (i) the Land Parcel for such Project, (ii) the Personal Property for such Project, (iii) the Intangible Property for such Project, and (iv) collectively, the Improvements and the balance of the Real Property other than the Land Parcel for such Project. The Contribution Value shall be payable as follows:

     2.1 Adjustment for Prorations and Closing Costs . On the Closing Date, Transferee shall receive as a credit against the Contribution Value, or Transferor shall receive an amount in addition to the Contribution Value, as applicable, the amounts necessary to effectuate the proration adjustments contemplated by Section 7.5.1 hereof and the Closing Cost allocations contemplated by Section 7.6 hereof.

     2.2 Cash . On the Closing Date, Transferee shall deposit into “Escrow” (as hereinafter defined) the balance of the Contribution Value (as adjusted hereunder), by wire transfer of immediately available funds to the Escrow Agent.

3. OPENING OF ESCROW .

     On or before the third (3 ^rd ) Business Day after the Execution Date, Transferee and Transferor shall cause an escrow (“ Escrow ”) to be opened with Escrow Agent by delivery to Escrow Agent of a fully executed copy of this Agreement. This Agreement shall constitute escrow instructions to Escrow Agent as well as the agreement of the parties. Escrow Agent is hereby appointed and designated to act as Escrow Agent and instructed to deliver, pursuant to the terms of this Agreement, the documents and funds to be deposited into Escrow as herein provided. The parties hereto shall execute such additional escrow instructions (not inconsistent with this Agreement as determined by counsel for Transferee and Transferor) as Escrow Agent shall deem reasonably necessary for its protection, including Escrow Agent’s general provisions (as may be modified by Transferee, Transferor and Escrow Agent). In the event of any inconsistency between the provisions of this Agreement and such additional escrow instructions, the provisions of this Agreement shall govern. If, at any time, (a) Transferor and Transferee shall be in dispute or give conflicting instructions to Escrow Agent with respect to the holding or disposition of all or any portion of the escrowed funds or escrowed documents or any other obligations of Escrow Agent hereunder or (b) Escrow Agent is unable to determine the proper disposition of all or any portion of the escrowed funds or escrowed documents or Escrow Agent’s proper actions with respect to its obligations hereunder, then Escrow Agent may suspend the performance of any of its obligations (including, without limitation, any disbursement obligations) under this Agreement until Transferor and Transferee provide joint instructions in accordance with this Agreement or such dispute or uncertainty is resolved in accordance with Section 16.19 hereof.

4. ACTIONS PENDING CLOSING .

     4.1 Due Diligence .

          4.1.1 Property Documents . On or before the fifth (5 ^th ) day after the Execution Date (the “ Document Delivery Date ”), Transferor shall deliver or

make available to Transferee for its review and copying (at its sole cost and expense), during normal business hours and upon reasonable advance notice, at the management offices of the Projects, true, correct and complete copies of all contracts, documents, books, records and other materials relating to any of the Properties that have not previously been delivered to Transferee, including, without limitation, all as-built plans and specifications, income and expense records, “Leases” (as hereinafter defined), “REAs” (as hereinafter defined), ground leases (including the Ground Lease), rent rolls, engineering tests, soil tests, hazardous materials reports, termite reports, environmental reports and assessments, “Service Contracts” (as hereinafter defined), structural and mechanical reports, maps (including, without limitation, topographical maps), plans, agreements, governmental permits and approvals, licenses, appraisals, title policies, surveys, construction warranties, land studies, financial surety bonds, a description of existing and proposed local improvements affecting any of the Properties (including, without limitation, assessment levels), a certificate from the appropriate governmental authorities confirming the zoning, building and platting status of each of the Properties, all correspondence with all governmental entities regarding any of the Properties, all property tax statements and assessed value notices, and all insurance policies, in each case that have not previously been delivered to Transferee (collectively, the “ Property Documents ”), to the extent that the same are in the possession or control of Transferor or its agents, auditors or independent contractors.

          4.1.2 Property Questionnaires . On or before the Document Delivery Date, (a) Transferor shall (to the extent not already completed within the last twelve (12) months) cause its property manager to complete a property questionnaire for each Project in the form of Exhibit “B” attached hereto (collectively, together with those completed within the last twelve months, the “ Property Questionnaires ”), (b) Transferor shall review each completed Property Questionnaire, whether completed now or within the last twelve (12) months (and to the extent that any information contained in any completed Property Questionnaire is inaccurate or incomplete to Transferor’s knowledge, correct such Property Questionnaire), and (c) Transferor shall deliver such completed (and, if necessary, corrected) Property Questionnaires to Transferee. Transferee hereby acknowledges that Transferor’s covenant to review, correct and deliver the Property Questionnaires in the preceding sentence is not a representation or warranty by Transferor as to the truthfulness, accurateness or completeness of any such Property Questionnaire; provided, however, that notwithstanding the foregoing, Transferor does hereby represent and warrant to Transferee that Transferor has not (nor, to Transferor’s knowledge, has any other party) intentionally made any misrepresentations as to any portion of any Property Questionnaire.

          4.1.3 Transferee’s Diligence Tests . At all reasonable times during the period commencing on the Execution Date and ending on the Closing Date or the earlier termination of this Agreement, Transferee, its agents and representatives shall be entitled at Transferee’s sole cost and expense to: (a) enter onto each Project during normal business hours and upon reasonable advance notice to Transferor, to perform any inspections, investigations and studies of any Property, including, without limitation, physical, structural, mechanical, architectural, engineering, soils, geotechnical and

environmental studies, that Transferee deems reasonable (provided that Transferee shall provide Transferor with prior written (or email) notice describing the scope of the due diligence and coordinate the timing of any site inspections with Transferor and the applicable property manager so as to reasonably minimize disruption of the operation of the Properties); (b) cause a Phase I environmental site assessment of each Property to be performed, upon reasonable notice to Transferor; (c) review all Property Documents and examine and copy any and all books and records maintained by Transferor or its agents (including, without limitation, all documents relating to utilities, zoning and the access, subdivision and appraisal of, and all legal requirements affecting, the Projects); and (d) investigate such other matters as Transferee may desire. Transferee shall (i) conduct its investigations at each Property in a manner that reasonably minimizes any disruption to Tenants and Transferor’s operation of such Property and (ii) indemnify, protect, defend and hold harmless Transferor from all claims (including, without limitation, any claim for a mechanic’s lien or materialman’s lien), causes of action, costs, losses, damages and reasonable attorneys’ fees incurred by Transferor in connection with or arising out of any studies, inspections or tests carried on, by or on behalf of Transferee pursuant to this Section 4.1.3; provided, however, that Transferee shall not indemnify Transferor for any claim, loss or cause of action caused by Transferor’s gross negligence or willful misconduct or for any physical condition existing on any Project prior to Transferee’s or its agent’s entry thereon, except to the extent that Transferee or its agents, employees or contractors exacerbate such physical condition. Transferee shall repair any damage to any Property caused by its entry thereon and shall restore the same to substantially the same condition in which it existed prior to such entry (as reasonably determined by Transferor); provided, however, that Transferee shall have no obligation to repair any damage caused by Transferor’s gross negligence or willful misconduct or to remediate, contain, abate or control any “Material of Environmental Concern” (as hereinafter defined) or any hazardous defect that existed at any Property prior to Transferee’s entry thereon, except to the extent that Transferee or its agents, employees or contractors have exacerbated any of the foregoing. Transferee agrees to maintain or caused to be maintained commercial general liability insurance in the minimum amount of $3,000,000 and to name Transferor as additional insured under such policy until the earlier of the Due Diligence Termination Date or the termination of this Agreement. Such coverage shall be primary and non-contributory to any other coverages the additional insured may maintain and shall convey a waiver of subrogation in favor of said entities. The provisions of the preceding four sentences of this Section 4.1.3 shall survive the Closing or the earlier termination of this Agreement.

          4.1.4 Transferee’s Termination Right . Transferee shall have the right at any time on or before October 31, 2005 (the “ Due Diligence Termination Date ”) to terminate this Agreement if Transferee determines in its sole and absolute discretion that all or any portion of any Property is not acceptable to Transferee or its lender(s); provided, however, that Transferee may extend the Due Diligence Termination Date (by delivering written notice of such extension to Transferor and Escrow Agent) up until November 15, 2005 to the extent necessary to obtain any commitments from Transferee’s lender(s) to finance the acquisition described herein. In the event that Transferee fails to deliver a written notice to Transferor and Escrow Agent waiving its

termination right hereunder on or before the Due Diligence Termination Date, then (a) the parties shall equally share the cancellation charges, if any, of Escrow Agent and “Title Company” (as hereinafter defined), and (b) this Agreement shall automatically terminate and be of no further force or effect and no party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement.

     4.2 Title Insurance and Survey .

          4.2.1 Title and Survey Documents . On or before the Document Delivery Date, Transferee shall order the following: (a) from Fidelity National Title Insurance Company (in such capacity, “ Title Company ”), to be issued delivered to Transferee, (i) a current preliminary report for an American Land Title Association extended coverage owner’s policy of title insurance for each Project and (ii) a preliminary report for an American Land Title Association extended coverage leasehold policy of title insurance for the Auburn Leasehold (collectively, the “ PTRs ”); (b) from Title Company, to be delivered to Transferee, legible copies of all documents referenced as exceptions in the PTRs (collectively, the “ Underlying Documents ”); (c) a search for filings (at the State and County in which each Project is located and at the State of formation of Transferor) pursuant to the Uniform Commercial Code with regard to the Personal Property (the “ UCC Search ”) to be performed and delivered to Transferee; and (d) for each Project, from a surveyor licensed in the State in which such Project is located, to be prepared and delivered to Transferee and Title Company, a current as-built survey for such Project (collectively, the “ Surveys ”), in form reasonably satisfactory to Transferee and Title Company, made in accordance with ALTA / ACSM minimum technical standards and the laws of the State in which such Project is located, certified to Transferee (and its nominees), the applicable Property Owning Entity, Title Company, Transferor and any other persons or entities as Transferee may reasonably request, showing, with respect to each Project, the entire Real Property, all adjoining streets and roads (including, without limitation, the points of ingress and egress thereto), the exact location by metes and bounds and the exact dimensions of the Real Property, a legal description of the Real Property, the exact location of any Improvements, set back lines, protrusions, encroachments, parking spaces and easements on and upon the Real Property, together with all rights-of-way and other matters relating to the Real Property. The PTRs, the Underlying Documents, the UCC Search and the Surveys shall be collectively referred to herein as the “ Title Documents .”

          4.2.2 Transferee’s Review of Title . For each Property, Transferee shall have until the later to occur of the Due Diligence Termination Date and the tenth (10 ^th ) Business Day after Transferee’s receipt of all of the Title Documents related to such Property (regardless of the passage of the Due Diligence Termination Date) to notify Transferor in writing of any objection which Transferee may have to any matters reported or shown in the Title Documents or any updates thereof (provided, however, that if any such updates are received by Transferee, Transferee shall have an additional five (5) Business Days, regardless of the passage of the Due Diligence Termination Date, following Transferee’s receipt of such update and legible copies of all

documents referenced therein to notify Transferor of objections to items shown on any such update which were not disclosed on the previously delivered Title Documents). In addition to the Leases and the Ground Lease, matters reported in or shown by the Title Documents (or any updates thereof) and not timely objected to by Transferee as provided above shall be deemed to be “ Permitted Exceptions .” Transferor shall have no obligation to cure or correct any matter objected to by Transferee. However, for each Property, on or before the fifth (5th) Business Day following Transferor’s receipt of Transferee’s objections relating to such Property, Transferor may elect, by delivering written notice of such election to Transferee and Escrow Agent (each, a “ Transferor’s Response ”) whether to attempt to cause Title Company to remove or insure over any matters objected to in Transferee’s objections relating to such Property. With respect to each Property, if Transferor fails to deliver Transferor’s Response relating to such Property within the time frame set forth above, it shall be deemed to be an election by Transferor not to attempt to cause Title Company to so remove or insure over such objections relating to such Property. With respect to each Property, if Transferor elects not to attempt to cause Title Company to so remove or insure, then Transferee must elect, by delivering written notice of such election to Transferor and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) Business Day following Transferee’s receipt of Transferor’s Response for such Property or (b) if no Transferor’s Response for such Property is received by Transferee, the fifth (5th) Business Day following the date on which Transferor shall have been deemed to have responded for such Property, as provided above, to: (i) terminate this Agreement (in which case the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (ii) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Transferee fails to make such election on a timely basis for the last Property (and fails to make such election on a timely basis for any Property), then Transferee shall be deemed to have elected to proceed to a timely Closing in accordance with the preceding clause (ii). Notwithstanding anything to the contrary contained herein, Transferor shall discharge and remove any and all (i) mortgages, security deeds, other security instruments or other monetary liens encumbering any Property, (ii) past due ad valorem taxes and assessments of any kind, whether or not of record, which constitute, or may constitute, an encumbrance against any Property, and (iii) judgments against Transferor (which do not result from acts or omissions on the part of Transferee) which have attached to any Property and become an encumbrance against any Property (collectively, the “ Liens ”) and, even though Transferee does not expressly disapprove such Liens, such Liens shall not be Permitted Exceptions.

          4.2.3 Condition of Title at Closing . Upon the Closing, Transferor shall (i) transfer, contribute and convey fee simple title to the Real Property underlying each Project to a separate Property Owning Entity by a duly executed and acknowledged deed in the form of Exhibit “C-1” and Exhibit “C-2” attached hereto, as applicable (collectively, the “ Deeds ”), subject only to the applicable Permitted Exceptions, and (ii) irrevocably assign, transfer, contribute and convey all of Transferor’s right, title and interest in and to the Ground Lease and the Auburn Leasehold to the same

Property Owning Entity which becomes the owner of the Auburn Property, by a duly executed and acknowledged assignment of ground lease in the form of Exhibit “C-3” attached hereto (the “ Assignment of Ground Lease ”), subject only to the applicable Permitted Exceptions. Prior to the Closing, Transferor shall not take any action or commit or suffer any acts which would give rise to a variance from the current legal description of the Real Property underlying any Project or the Auburn Leasehold, or cause the creation of any exception or encumbrance against or respecting such Real Property or the Auburn Leasehold without the prior written consent of Transferee, which consent may be withheld in Transferee’s sole and absolute discretion. Nothing in this Section 4.2.3 shall preclude Transferee from disapproving title matters in accordance with the provisions of Section 4.2.2 hereof.

     4.3 Formation of Property Owning Entities . On or prior to the Closing, Transferor shall form, at its sole cost and expense, each of the Property Owning Entities by filing all required documents with the Secretary of State’s Office of the State of Delaware (which shall each be subject to Transferee’s prior reasonable approval) and executing an operating agreement for each Property Owning Entity, in the form of Exhibit “D” attached hereto (subject to any modifications reasonably requested by any lender of any “Loan,” as hereinafter defined) (each, an “ Operating Agreement ” and, collectively, the “ Operating Agreements ”). Each Property Owning Entity shall at all times be classified for U.S. Federal income tax purposes as a disregarded entity and not as a partnership or association taxable as a corporation. Each Property Owning Entity shall not, at any time, (a) be a “publicly traded partnership” within the meaning of Section 7704 of the Internal Revenue Code of 1986, as amended, or (b) be required to file reports pursuant to Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended. The Property Owning Entities shall not have or employ any employees prior to the Closing and shall not obtain or incur any assets or liabilities prior to the Closing (except as expressly set forth herein).

     4.4 Estoppels .

          4.4.1 On or before the tenth (10 ^th ) Business Day prior to the Closing Date, Transferor shall deliver to Transferee copies of (a) an executed estoppel certificate from the holder of the landlord’s interest under the Ground Lease in substantially the form attached hereto as Exhibit “E-1” (the “ Ground Lease Estoppel ”), (b) estoppel certificates from each of the Tenants identified on Schedule 4.4(b) attached hereto, in substantially the form attached hereto as Exhibit “E-2” (each an “ Anchor Estoppel ” and, collectively, the “ Anchor Estoppels ”), (c) executed estoppel certificates from Tenants that are not anchor tenants (i.e., Tenants other than those named in clause (b) above) and that, in the aggregate, lease at least 75% of the gross leaseable area of each Project that is currently occupied by Tenants that are not anchor tenants, each in substantially the form attached hereto as Exhibit “E-3” (each, a “ Tenant Estoppel ” and, collectively, the “ Tenant Estoppels ”), and (d) to the extent not covered in clause (a) or (b) above, executed estoppel certificates from each of the parties to the REAs (other than Transferor), in substantially the form attached hereto as Exhibit “E-4” (each a “ REA Estoppel ” and, collectively, the “ REA Estoppels ”). If a Tenant’s Lease or REA prescribes

a form of estoppel that is different than the applicable estoppel form attached to this Agreement, then an estoppel certificate executed by such Tenant or REA party, as the case may be, in the form attached to such Lease or REA, as the case may be, shall be deemed to satisfy the requirements of this Section with respect to such Tenant or REA party, as the case may be. Notwithstanding the foregoing, if Transferor is not able to procure the requisite number of Tenant Estoppels identified in clause (c) above in accordance with the terms of this Section, then Transferor may deliver a copy of an estoppel certificate (each, a “ Transferor’s Estoppel ” and, collectively, the “ Transferor’s Estoppels ”) executed by Transferor relating to any such Tenant’s Lease, in substantially the same form as the applicable Tenant Estoppel, in substitution for up to 10% of the Tenant Estoppels required for each Project pursuant to clause (c) above. If a Transferor’s Estoppel is delivered to Transferee in lieu of any Tenant Estoppel, then Transferor shall indemnify, defend, protect and hold harmless Transferee for any losses incurred by Transferee as a result of any matters set forth in such Transferor’s Estoppel being disputed by the applicable Tenant or its successor or assign. If a Tenant Estoppel is subsequently delivered to Transferee with respect to any such Tenant Lease for which a Transferor’s Estoppel has already been provided, such Transferor’s Estoppel shall cease to be effective and will be considered replaced by such Tenant Estoppel (and the foregoing indemnity shall also be of no further force or effect). The Ground Lease Estoppel, the Anchor Estoppels, the Tenant Estoppels, the REA Estoppels and the Transferor’s Estoppels (if any) are sometimes each referred to herein as an “ Estoppel Certificate ” and are sometimes collectively referred to herein as the “ Estoppel Certificates .” Each of the Estoppel Certificates shall be dated effective as of no earlier than the ninetieth (90 ^th ) day prior to the Closing Date (or such other date as the lender of any Loan shall require).

          4.4.2 Any Transferor’s Estoppel shall survive for a period of one (1) year following the Closing Date and Transferor’s aggregate liability with respect to all Transferor’s Estoppels shall be capped at Two Million Five Hundred Thousand Dollars ($2,500,000) which cap shall be separate and exclusive of the other caps on Transferor’s post-closing liability contained in Section 14 hereof; provided, however, that at any time prior to the expiration of such one (1) year period if Transferee shall receive a “Clean Estoppel Certificate” (as hereinafter defined) from the tenant covered in any such Transferor’s Estoppel, then such Transferor’s Estoppel shall be returned to Transferor and shall be deemed null and void and of no further force or effect. The term “ Clean Estoppel Certificate ” means an Estoppel Certificate that does not reveal (i) any material landlord/owner breach or default that has not been cured by the Closing or (ii) any change in the economic terms of the subject Lease or REA arrangement from those previously disclosed to Transferee and which materially adversely affects the financial obligations of the landlord/owner under the subject agreement; the parties acknowledging that statements or qualifications by a tenant in the nature of reservations of rights will not, by themselves, cause an Estoppel Certificate to fail to qualify as a Clean Estoppel Certificate.

5. DESCRIPTION OF PROPERTIES .

          5.1 The Improvements . As used herein, the term “ Improvements ” shall mean all buildings, improvements, structures and fixtures now or hereafter located on or

in any Land Parcel (and all of Transferor’s right, title and interest in and to all buildings, improvements, structures and fixtures now or hereafter located on or in the Auburn Leasehold), including, without limitation, all buildings (a) located at 1627-53 Opelika Road in the City of Auburn, County of Lee, State of Alabama, commonly known as “Colonial University Village,” and (b) located at 10177 N. Kings Highway in the City of Myrtle Beach, County of Horry, State of South Carolina, commonly known as “Colonial Mall Myrtle Beach.”

     5.2 The Real Property . As used herein, the term “ Real Property ” shall include (a) the Land Parcels, (b) the Auburn Leasehold, (c) the Improvements, (d) all apparatus, equipment and appliances affixed to and used in connection with the operation or occupancy of any of the Land Parcels and/or any of the Improvements (such as heating, air conditioning or mechanical systems and facilities used to provide any utility services, refrigeration, ventilation, waste disposal or other services) and now or hereafter located on or in any of the Land Parcels or any of the Improvements, and (e) all of Transferor’s rights, privileges and easements appurtenant to or used in connection with any of the Land Parcels and/or any of the Improvements, including, without limitation, all minerals, oil, gas and other hydrocarbon substances, all development rights, air rights, water, water rights and water stock relating to any of the Land Parcels, all strips and gores, all of Transferor’s rights, titles and interests in and to any streets, alleys, easements, rights-of-way, public ways, or other rights of Transferor appurtenant, adjacent or connected to any of the Land Parcels; provided, however, that the Real Property applicable to the Auburn Leasehold shall be limited to Transferor’s right, title and interest in and to the Auburn Leasehold.

     5.3 The Personal Property . As used herein, the term “ Personal Property ” shall mean all of that certain tangible personal property, equipment and supplies owned by Transferor and situated at the Real Property and used by Transferor in connection with the use, operation, maintenance or repair of all or any portion of the Real Property.

     5.4 The Intangible Property . As used herein, the term “ Intangible Property ” shall mean all of that certain intangible property owned by Transferor and used by Transferor in connection with all or any portion of the Real Property and/or the Personal Property, including, without limitation, all of Transferor’s rights, titles and interests in, to and under: (a) the Leases, the Ground Lease, the REAs, all contract rights (including, without limitation, the Service Contracts), books, records, reports, test results, environmental assessments, if any, as-built plans, specifications and other similar documents and materials relating to the use, operation, maintenance, repair, construction or fabrication of all or any portion of the Real Property and/or the Personal Property; (b) all rights, if any, in and to the names “Auburn” and “Myrtle Beach”; (c) all transferable business licenses, architectural, site, landscaping or other permits, applications, approvals, authorizations and other entitlements affecting any portion of the Real Property; and (d) all transferable guarantees, warranties and utility contracts relating to all or any portion of the Real Property. Notwithstanding the foregoing or anything set forth in Sections 1 or 5.3 hereof to the contrary, Intangible Property shall not include the names “Colonial” or “Colonial Mall” or any variation thereof, along with any tradename,

trademark or trade dress of Transferor related thereto (collectively, the “ Excluded Names & Marks ”), or any signs containing the Excluded Names & Marks or any tradename, trademark or trade dress of Transferor.

6. CONDITIONS TO CLOSING .

     6.1 Transferee’s Closing Conditions . The obligation of Transferee to complete the transactions contemplated by this Agreement is subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) (the “ Transferee’s Closing Conditions ”), which conditions may be waived, or the time for satisfaction thereof extended, by Transferee only in a writing executed by Transferee (provided, however, that any such waiver shall not affect Transferee’s ability to pursue any remedy it may have with respect to any breach hereunder by Transferor):

          6.1.1 Title . With respect to each Project, Title Company shall be prepared and irrevocably committed to issue to the Property Owning Entity that owns such Project (with an effective date not earlier than the Closing Date), an American Land Title Association extended coverage owner’s policy of title insurance (and, in the case of the Auburn Leasehold, an American Land Title Association extended coverage leasehold policy of title insurance) in favor of such Property Owning Entity, for the applicable Real Property, (a) showing fee title (or, in the case of the Auburn Leasehold, leasehold title) to the applicable Real Property vested in such Property Owning Entity, (b) including a non-imputation endorsement as well as any other endorsements reasonably requested by Transferee (provided that (i) such endorsements are available in the State in which such Project is located and (ii) any indemnity from Transferor that is required by the Title Company in connection with the issuance of any non-imputation endorsement is in form and substance reasonably acceptable to Transferor), (c) containing no exceptions other than the applicable Permitted Exceptions, and (d) stating liability coverage in such amounts as shall be determined by Transferee (provided that the amount of liability coverage for each such policy shall not exceed the portion of the Contribution Value allocated to the applicable Property pursuant to the terms of Section 2 hereof (collectively, the “ Owner’s Title Policies ”).

          6.1.2 Transferor’s Due Performance .

               6.1.2.1 All of the representations and warranties of Transferor set forth in this Agreement shall be true, correct and complete in all material respects (determined for purposes of this Section 6.1.2.1 without regard to any materiality qualification or exception contained herein) as of the Closing Date (or, in the case of a representation that by its terms is made as of a specified date, as of such date), with appropriate modifications or qualifications to those representations and warranties to reflect actions taken in accordance with Article 10 hereof and the results of any casualty or condemnation.

               6.1.2.2 Transferor, on or prior to the Closing Date, shall have complied with and/or performed in all material respects all of the obligations,

covenants and agreements required on the part of Transferor to be complied with or performed pursuant to the terms of this Agreement.

          6.1.3 Physical Condition of Properties . Subject to the provisions of Section 11 hereof, the physical condition of each Property shall be substantially the same on the Closing Date as on the Execution Date, except for reasonable wear and tear and any damages due to any act of Transferee or its representatives.

          6.1.4 Bankruptcy . No action or proceeding shall have been commenced by or against Transferor under the federal bankruptcy code or any state law for the relief of debtors or for the enforcement of the rights of creditors and no attachment, execution, lien or levy shall have attached to or been issued with respect to Transferor’s interest in any Property or any portion thereof.

          6.1.5 Leases . With respect to each Project, at the Closing, Transferor shall assign all of its rights and remedies under the Leases applicable to such Project (including, without limitation, its right to any unapplied security deposits and prepaid rent) to the applicable Property Owning Entity and such Property Owning Entity shall assume the obligations of Transferor with respect thereto, pursuant to an assignment of leases and security deposits in the form of Exhibit “F” attached hereto (collectively, the “ Assignments of Leases ”).

          6.1.6 Bills of Sale . With respect to each Project, at the Closing, Transferor shall transfer to the applicable Property Owning Entity all of the Personal Property and the Intangible Property allocable to such Project (other than the Leases and the REAs), in each case free of all liens and encumbrances (other than the applicable Permitted Exceptions), pursuant to a bill of sale and assignment in the form of Exhibit “G” attached hereto (collectively, the “ Bills of Sale ”).

          6.1.7 Non-Foreign Affidavits . With respect to each Project, at the Closing, Transferor shall deliver to the applicable Property Owning Entity a non-foreign affidavit in the form of Exhibit “H” attached hereto, executed by Transferor (collectively, the “ Non-Foreign Affidavits ”).

          6.1.8 Formation Documents and Assignments of Entity Interests . With respect to each Project, at the Closing, Transferor shall deliver to Transferee (a) an original certified copy issued by the Secretary of State’s Office of the State of Delaware of each document filed pursuant to Section 4.3 hereof with respect to each Property Owning Entity (collectively, the “ Formation Documents ”), (b) each original fully executed Operating Agreement for each Property Owning Entity, and (c) an original of an assignment of the Entity Interests attributable to such Project in the form of Exhibit “I” attached hereto, executed by Transferor (collectively, the “ Assignments of Entity Interests ”).

          6.1.9 Property Questionnaires . Transferor shall have delivered the Property Questionnaires to Transferee in accordance with the terms of Section 4.1.2 hereof.

          6.1.10 Related Acquisition Agreement . The “Closing” as defined in and under the Related Acquisition Agreement shall occur simultaneously with the Closing hereunder.

          6.1.11 REAs . With respect to each REA, at the Closing, Transferor shall assign all of its rights and remedies under the REA to the applicable Property Owning Entity and such Property Owning Entity shall assume the obligations of Transferor with respect thereto, pursuant to an assignment of REA in the form of Exhibit “J” attached hereto (collectively, the “ Assignments of REAs ”).

          6.1.12 Estoppel Certificates . At the Closing, Transferor shall deliver to Transferee each executed original Estoppel Certificate as required by Section 4.4 hereof.

          6.1.13 Financing Contingency . On or before the Closing, Transferee shall have obtained financing (a) in amounts not in excess of the amounts set forth on that certain commitment letter, dated September 7, 2005, prepared by Countrywide Commercial Real Estate Finance, relating to financing of the Properties, and (b) otherwise on terms and from lender(s) acceptable to Transferee in its sole and absolute discretion, to finance (in whole or in part) the acquisition described herein (collectively, the “ Loans ”).

          6.1.14 LLC Agreement . On or before the Closing, Transferor shall have executed and delivered (or caused to be executed and delivered) the operating agreement of Transferee, in the form of Exhibit “P” attached hereto (the “ LLC Agreement ”).

     6.2 Failure of Transferee’s Closing Conditions . Subject to Transferee’s rights under Section 12.2 hereof with respect to any default by Transferor (including, without limitation, any default in the performance of any covenant by Transferor set forth in this Section 6), if any of the Transferee’s Closing Conditions have not been fulfilled within the applicable time periods, Transferee may:

          6.2.1 waive the Transferee’s Closing Condition and close Escrow in accordance with this Agreement, without adjustment or abatement of the Contribution Value; or

          6.2.2 terminate this Agreement by written notice, which notice shall take effect upon passage of a ten (10) day cure period if Transferor fails to cure the relevant default, untruth or failure during such period, to Transferor and Escrow Agent, in which event all documents, instruments and funds delivered into Escrow shall be returned to the party that delivered the same into Escrow, and Transferor shall pay for all of the cancellation charges, if any, of Escrow Agent and Title Company.

     6.3 Transferor’s Closing Conditions . The obligations of Transferor to complete the transactions contemplated by this Agreement are subject to the following conditions precedent (and conditions concurrent, with respect to deliveries to be made by the parties at Closing) (the “ Transferor’s Closing Conditions ”), which conditions may be

waived, or the time for satisfaction thereof extended, by Transferor only in a writing executed by Transferor (provided, however, that any such waiver shall not affect Transferor’s abilities to pursue any remedy it may have with respect to any breach hereunder by Transferee):

          6.3.1 Transferee’s Due Performance .

               6.3.1.1 All of the representations and warranties of Transferee set forth in this Agreement shall be true, correct and complete in all material respects (determined for purposes of this Section 6.3.1.1 without regard to any materiality qualification or exception contained herein) as of the Closing Date (or, in the case of a representation that by its terms is made as of a specified date, as of such date).

               6.3.1.2 Transferee, on or prior to the Closing Date, shall have complied with and/or performed in all material respects all of the obligations, covenants and agreements required on the part of Transferee to be complied with or performed pursuant to the terms of this Agreement.

          6.3.2 Deliveries . Transferee shall have delivered to Escrow Agent or Transferor, as the case may be, such documents, instruments and funds as are required to be delivered by Transferee pursuant to the terms of this Agreement.

          6.3.3 Related Acquisition Agreement . The “Closing” as defined in and under the Related Acquisition Agreement shall occur simultaneously with the Closing hereunder.

          6.3.4 LLC Agreement . On or before the Closing, Transferee shall have executed and delivered (or caused to be executed and delivered) the LLC Agreement.

     6.4 Failure of Transferor’s Closing Conditions . Subject to Transferor’s rights under Section 12.1 hereof with respect to any default by Transferee (including, without limitation, any default in the performance of any covenant by Transferee set forth in this Section 6), if any of the Transferor’s Closing Conditions have not been fulfilled within the applicable time periods, Transferor may:

          6.4.1 waive the Transferor’s Closing Condition and close Escrow in accordance with this Agreement, without adjustment or abatement of the Contribution Value; or

          6.4.2 terminate this Agreement by written notice, which notice shall take effect upon passage of a ten (10) day cure period if Transferee fails to cure the relevant default, untruth or failure during such period, to Transferee and Escrow Agent, in which event all documents, instruments and funds delivered into Escrow shall be returned to the party that delivered the same into Escrow, and Transferee shall pay for all of the cancellation charges, if any, of Escrow Agent and Title Company.

7. CLOSING .

     7.1 Closing Date . Subject to the provisions of this Agreement, the Closing shall take place on December 1, 2005, or such other date as the parties hereto may agree; provided, however, that Transferee may extend the Closing (by delivering written notice of such extension to Transferor and Escrow Agent) up until December 22, 2005 to the extent necessary to close any Loans. As used herein, the following terms shall have the following meanings: (a) the “ Closing ” shall mean the closing of the transactions contemplated by this Agreement; and (b) the “ Closing Date ” shall mean the date upon which the Closing actually occurs.

     7.2 Deliveries by Transferor . On or before the Closing Date, Transferor, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds, documents and instruments, as applicable, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Transferor at the Closing:

          7.2.1 Deeds . An original executed and acknowledged Deed for each Project from Transferor, each conveying the Real Property applicable to such Project to the applicable Property Owning Entity;

          7.2.2 Assignment of Ground Lease . With respect to the Auburn Leasehold, an original fully executed and acknowledged Assignment of Ground Lease from Transferor to the applicable Property Owning Entity.

          7.2.3 Non-Foreign Affidavits . An original executed Non-Foreign Affidavit from Transferor for each Project;

          7.2.4 Assignments of Leases . Two (2) fully executed originals of the Assignment of Leases for each Project, each executed by Transferor and the applicable Property Owning Entity;

          7.2.5 Bills of Sale . Two (2) fully executed originals of the Bill of Sale for each Project, each executed by Transferor and the applicable Property Owning Entity;

          7.2.6 Assignments of Entity Interests . Two (2) original executed counterparts of the Assignment of Entity Interests for each Project, each executed by Transferor;

          7.2.7 Property Management Agreements . Two (2) original executed counterparts of a property management agreement in the form of Exhibit “K” attached hereto (collectively, the “ Property Management Agreements ”) for each Project, each executed by an affiliate of Transferor as the property manager.

          7.2.8 Assignments of REAs . An original executed and acknowledged Assignment of REA for each REA, each executed by Transferor and the applicable Property Owning Entity;

          7.2.9 Estoppel Certificates . Each original Estoppel Certificate, executed by the applicable Tenant or Transferor (as the case may be, in accordance with the terms of Section 4.4 hereof).

          7.2.10 Proof of Authority . Such proof of Transferor’s authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Transferor to act for and bind Transferor as may be reasonably required by Title Company, Transferee or both; and

          7.2.11 Other . Such other documents and instruments (including, without limitation, affidavits reasonably required by Title Company to facilitate the issuance of the Owner’s Title Policies at the Closing prior to the recordation of the Deeds (and in the case of the Myrtle Beach Land Parcel, a South Carolina State Tax Affidavit)) signed and properly acknowledged by Transferor, if appropriate, as may be reasonably required by Transferee, Title Company, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing of the transactions contemplated herein.

     7.3 Deliveries by Transferee . On or before the Closing Date, Transferee, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds, documents and instruments, each dated as of the Closing Date, in addition to the other items and payments required by this Agreement to be delivered by Transferee at the Closing:

          7.3.1 Cash . Cash in an amount equal to the sum of (a) the Contribution Value (as adjusted hereunder), and (b) the amount, if any, by which prorated amounts and Closing Costs allocated to Transferee pursuant to Sections 7.5.1 and 7.6 hereof exceed prorated amounts and Closing Costs allocated to Transferor pursuant to Sections 7.5.1 and 7.6 hereof;

          7.3.2 Assignments of Entity Interests . Two (2) original executed counterparts of the Assignment of Entity Interests for each Project, each executed by Transferee;

          7.3.3 Property Management Agreements . Two (2) original executed counterparts of the Property Management Agreement for each Project, each executed by Transferee (in its capacity as the controlling party of each Property Owning Entity).

          7.3.4 Proof of Authority . Such proof of Transferee’s authority and authorization to enter into this Agreement and the transactions contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any

instruments, documents or certificates on behalf of Transferee to act for and bind Transferee as may be reasonably required by Title Company, Transferor or both; and

          7.3.5 Other . Such other documents and instruments, signed and properly acknowledged by Transferee, if appropriate, as may be reasonably required by Transferor, Title Company, Escrow Agent, or otherwise in order to effectuate the provisions of this Agreement and the Closing of the transactions contemplated herein.

     7.4 Actions by Escrow Agent . Provided that Escrow Agent shall not have received written notice from Transferee or Transferor of the failure of any condition to the Closing or of the termination of the Escrow and this Agreement, when Transferee and Transferor have deposited into Escrow the documents and funds required by this Agreement and Title Company is irrevocably and unconditionally committed to issue the Owner’s Title Policies with effective dates as of the Closing Date, Escrow Agent shall, in the order and manner herein below indicated, take the following actions:

          7.4.1 Recording . Cause the Deeds, the Assignment of Ground Lease, the Assignments of REAs and any other documents which the parties hereto may mutually direct to be recorded in the Official Records of the appropriate counties and obtain conformed copies thereof for distribution to Transferee and Transferor.

          7.4.2 Funds . Disburse all funds as follows:

               7.4.2.1 pursuant to the “Closing Statement” (as hereinafter defined), retain for Escrow Agent’s own account all escrow fees and costs, disburse to Title Company the fees and expenses incurred in connection with the issuance of the Owner’s Title Policies, and disburse to any other persons or entities entitled thereto, as expressly stated on the Closing Statement, the amount of any other Closing Costs;

               7.4.2.2 disburse funds necessary to discharge and release any and all Liens against each Property (other than the applicable Permitted Exceptions) as instructed by Transferor;

               7.4.2.3 deliver to Transferor the remaining balance of the Contribution Value (subject to prorations and adjustments as provided herein); and

               7.4.2.4 disburse to Transferee or Transferor, as the case may be, any remaining funds in the possession of Escrow Agent after payments pursuant to Sections 7.4.2.1, 7.4.2.2 and 7.4.2.3 hereof have been completed.

          7.4.3 Delivery of Documents . Deliver: (a) to Transferor, (i) one original of all documents deposited into Escrow (other than the Deeds, the Assignment of Ground Lease, the Assignments of REAs, the Non-Foreign Affidavits, the Estoppel Certificates, the Formation Documents and the Operating Agreements) and (ii) one conformed copy of each document recorded pursuant to the terms hereof; and (b) to Transferee, (i) one original of all documents deposited into Escrow (other than the Deeds,

the Assignment of Ground Lease, the Assignments of REAs, the Non-Foreign Affidavits, the Estoppel Certificates, the Formation Documents and the Operating Agreements), (ii) each original Non-Foreign Affidavit, (iii) each original Estoppel Certificate, (iv) all original Formation Documents, (v) each Original Operating Agreement, and (vi) one conformed copy of each document recorded pursuant to the terms hereof.

          7.4.4 Owner’s Title Policies . Cause the Title Company to issue and deliver the Owner’s Title Policies to Transferee or its designee.

          7.4.5 Recorded Documents . Cause the original recorded Deeds and Assignment of Ground Lease to be delivered to Transferee.

     7.5 Prorations and Closing Statement .

          7.5.1 Prorations .

               7.5.1.1 Closing Prorations . The items in subsections (i) through (v) of this Section 7.5.1 shall be prorated between Transferor and Transferee as of the close of the day immediately preceding the Closing Date, the Closing Date being a day of income and expense to Transferee:

                    (i)  Taxes and Assessments . Transferee shall receive a credit for any accrued but unpaid real estate taxes and assessments (including, without limitation, any assessments imposed by private covenant) applicable to any period before the Closing Date, even if such taxes and assessments are not yet due and payable. If the amount of any such taxes have not been determined as of Closing, such credit shall be based on the most recent ascertainable taxes and shall be reprorated upon issuance of the final tax bill. Transferee shall receive a credit for any special assessments which are levied or charged against any Property, whether or not then due and payable.

                    (ii)  Collected Rent . All collected rents and other income (if any), other than “Operating Expense Pass-Throughs” (as hereinafter defined) shall be prorated between Transferor and Transferee as of 12:01 a.m. on the Closing Date. Transferor shall be entitled to all such rents and income attributable to the period up to but not including the Closing Date. Transferee shall be entitled to all such rents and income attributable to any period on and after the Closing Date. Except with respect to percentage rents (which shall be prorated as provided below), such rents and income not collected as of the Closing Date shall not be prorated at the time of Closing. With respect to percentage rent due from any Tenant, Transferee and Transferor agree that at Closing, estimated percentage rent shall be prorated for the calendar year in which the Closing occurs (even though the same may not have been collected as of the Closing) based upon the amount of percentage rent due from such Tenant for the calendar year immediately prior to the calendar year in which the Closing occurs. After Closing, Transferee shall use good faith, commercially reasonable efforts for a period not less than six (6) months to collect any rents not collected as of the Closing Date on Transferor’s behalf and to tender the same to Transferor upon receipt (which obligation of Transferee shall survive the Closing and not be merged therein); provided, however, that all rents

collected by Transferee on or after the Closing Date shall first be applied to all costs of collection and all amounts due under the Leases at the time of collection (i.e., current rents and sums due Transferee as the current owner and landlord) with the balance (if any) payable to Transferor, but only to the extent of amounts delinquent and actually due Transferor. Transferor agrees that the invoicing of delinquent Tenants on a monthly basis shall constitute good faith, commercially reasonable efforts and Transferee shall not be obligated to enforce its rights under the Leases, or threaten such enforcement, or to bring any proceedings in a court of law or equity. Transferee shall not have an exclusive right to collect the sums due Transferor under the Leases, and Transferor hereby retains its rights to pursue any Tenant under the Leases for sums due Transferor for periods attributable to Transferor’s ownership of the Properties (including, without limitation, any percentage rent that may be due with respect to any period of time prior to Closing, regardless of when the same is to be paid to the owner of the applicable Property pursuant to the terms of the applicable Lease); provided, however, that Transferor (a) shall be required to notify Transferee in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing and shall commence such proceeding, if at all, prior to the first (1 ^st ) anniversary of the Closing Date; and (c) shall not be permitted to commence or pursue any legal proceedings against any Tenant seeking eviction of such Tenant or the termination of the underlying Lease. The terms of the immediately preceding sentence shall survive the Closing and not be merged therein.

                    (iii)  Operating Expense Pass-Throughs . Transferor, as landlord under the Leases, is currently collecting from Tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, “ Operating Expense Pass-Throughs ”) incurred by Transferor in connection with the ownership, operation, maintenance and management of the Properties. If, at Closing, it can be determined whether the estimated prepayments of Operating Expense Pass-Throughs collected by Transferor prior to Closing were in excess of or less than any Tenant’s share of such expenses actually incurred by Transferor, then Transferee shall receive a credit equal to the amount of any such excess, or if applicable, Transferor shall receive a credit equal to the amount of any such underpayment. If the actual under- or overpayments received by Transferor for Operating Expense Pass-Throughs cannot be determined at Closing, then the parties shall perform their prorations, and make adjusting payments, when the correct amount owed to or from Transferor for payments collected prior to Closing in respect of Operating Expense Pass-Throughs can be determined. If Transferor collected estimated prepayments of Operating Expense Pass-Throughs attributable to any period after Closing, Transferor shall pay or credit any such amounts to Transferee at Closing.

                    (iv)  Service Contracts . Transferor or Transferee, as the case may be, shall receive a credit for regular charges under Service Contracts assumed by Transferee pursuant to this Agreement paid and applicable to Transferee’s period of ownership or payable and applicable to Transferor’s period of ownership, respectively.

                    (v)  Ground Lease Payments . Transferor or Transferee, as the case may be, shall receive a credit for any payments made under the Ground Lease paid and applicable to Transferee’s period of ownership or payable and applicable to Transferor’s period of ownership, respectively.

               7.5.1.2 Tenant Reconciliations and Post-Closing Adjustments . After year-end (or any other applicable period as Transferee may reasonably determine) adjustments with Tenants under Leases for Operating Expense Pass-Throughs and receipt of final tax and other bills, the parties shall cause the property manager under the Property Management Agreement to prepare and present to Transferee and Transferor a calculation of the reproration of such Operating Expense Pass-Throughs, taxes and other items, based upon the actual amount of such items charged to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Transferee and Transferor of such calculation. Each party may inspect the other party’s (and its affiliates’) books and records related to any Property to confirm the calculation. Either party shall be entitled to a post-Closing adjustment for any incorrect proration or adjustment. No other expense related to the ownership or operation of any Property shall be charged to or paid or assumed by Transferee, whether allocable to any period before or after the Closing, other than those obligations expressly assumed by Transferee.

               7.5.1.3 Leasing Commissions . Transferor shall pay on or before closing, all leasing commissions due under all Leases, except those for renewals or expansions of existing Leases which Transferee approves and are due as a result of the exercise of such right after the Closing.

               7.5.1.4 Tenant Improvements, Concessions and Allowances . Other than the “Transferor Funding Requirements” (as defined in Section 10.9 hereof), tenant improvement expenses (including all hard and soft construction costs, whether payable to the contractor or the Tenant), tenant allowances, rent abatement, concessions, moving expenses and other out-of-pocket costs which are the obligation of the landlord under Leases shall be allocated between the parties according to whether such obligations arise in connection with (1) Leases in place as of the date of this Agreement other than with respect to renewal or expansion rights under such Leases properly exercised after the date of this Agreement (collectively, “ Existing TI Obligations ”), or (2) Leases or amendments entered into during the pendency of this Agreement in conformity with the requirements of this Agreement or renewals or expansion rights properly exercised after the date of this Agreement (“ New TI Obligations ”):

                    (i)  Existing TI Obligations . If, by Closing, Transferor has not completed and paid in full Existing TI Obligations, then Transferee shall receive a credit at Closing for an amount equal to one hundred percent (100%) of such costs, as reasonably agreed by Transferee and Transferor. Transferee shall be responsible for completing and paying such Existing TI Obligations. For all sums for which Transferee receives a credit hereunder, Transferee shall account (or the parties

shall cause the property manager under the Property Management Agreement to account) for all invoices within sixty (60) days following Closing. Any portion of such credit not used to pay Transferor’s portion of any invoices shall be refunded to Transferor at the expiration of this sixty (60) day period. A proration accounting shall also be delivered to Transferor with any refund. Any shortfall shall be paid to Transferee by Transferor upon demand.

                    (ii)  New TI Obligations . At Closing, Transferee shall reimburse Transferor for the reasonable cost for New TI Obligations properly performed and actually paid for by Transferor to the extent such obligations were expressly approved in writing by Transferee, and Transferee shall assume the obligation to perform and pay for such New TI Obligations.

               7.5.1.5 Tenant Deposits . All unapplied Tenant security deposits (and interest thereon if required by law or contract to be earned thereon) shall be transferred or credited to Transferee at Closing. As of the Closing, Transferee shall assume Transferor’s obligations related to Tenant security deposits, but only to the extent they are properly credited and transferred to Transferee.

               7.5.1.6 Wages . Transferee shall not be liable for any wages, fringe benefits, payroll taxes, unemployment insurance contributions, accrued vacation pay, accrued pay for unused sick leave, accrued severance pay and other compensation accruing before Closing for employees at any Property or arising from the termination of such employees at or prior to Closing. Transferee shall not be liable for any obligations accruing before Closing under any union contract applicable to any such employees or arising from the termination of any such employees at or prior to Closing.

               7.5.1.7 Gift Certificate Program . Transferor shall fund any gift certificates issued prior to Closing from its general account.

               7.5.1.8 Additional Prorations . For matters not set forth, such as utilities, which cannot be prorated at Closing, Transferee shall receive a credit at Closing for an amount equal to the previous month’s invoice for such matter(s) (“ Credit ”) which Transferee shall hold for use in payment of the invoice when it is received, prorating the invoice for the period prior to Closing for which Transferor shall be responsible. For all sums for which Transferee receives a Credit hereunder, Transferee shall account (or the parties shall cause the property manager under the Property Management Agreement to account) for all invoices within sixty (60) days following Closing. Any portion of the Credit not used to pay Transferor’s portion of any invoices shall be refunded to Transferor at the expiration of this sixty (60) day period. A proration accounting shall also be delivered to Transferor with any refund. Any shortfall shall be paid to Transferee by Transferor upon demand.

               7.5.1.9 Inaccuracies . If at any time following the Closing Date, the amount of an item listed in any section of this Section 7.5.1 shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall

promptly pay to the other party the sum necessary to correct such error upon receipt of proof of such error, provided that such proof is delivered to the party from whom payment is requested on or before the first (1 ^st ) anniversary of the Closing Date (such one (1) year period being referred to herein as the “ Post Closing Adjustment Period ”). In order to enable Transferor to determine whether any such delayed adjustment is necessary, Transferee shall provide (or the parties shall cause the property manager under the Property Management Agreement to provide) to Transferor (and Transferee, if applicable) current operating and financial statements for each Property no later than the date one (1) month prior to the expiration of the Post-Closing Adjustment Period.

               7.5.1.10 Survival . The obligations set forth in this Section 7.5.1 shall survive the Closing.

          7.5.2 Closing Statement . Five (5) Business Days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the “ Preliminary Closing Statement ”), itemized on a Property-by-Property basis, setting forth (a) the proration amounts allocable to each of the parties pursuant to this Section 7.5, and (b) the Closing Costs allocable to each of the parties pursuant to Section 7.6 hereof. Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final, signed version of a closing statement to each of the parties at the Closing (the “ Closing Statement ”).

     7.6 Closing Costs . Each party shall pay its own costs and expenses arising in connection with the Closing (including, without limitation, its own attorneys’ and advisors’ fees, charges and disbursements), except the following costs (the “ Closing Costs ”), which shall be allocated between the parties as follows:

          7.6.1 any and all documentary, transfer, recording stamp, sales and other taxes related to the transfer of any Property or any Entity Interests, which shall be paid one-half ( ¹ / 2 ) by Transferor and one-half ( ¹ / 2 ) by Transferee;

          7.6.2 Escrow Agent’s escrow fees and costs, which shall be paid one-half ( ¹ / 2 ) by Transferor and one-half ( ¹ / 2 ) by Transferee;

          7.6.3 the cost of the Surveys, which shall be paid one-half ( ¹ / 2 ) by Transferor and one-half ( ¹ / 2 ) by Transferee;

          7.6.4 the cost of the Owner’s Title Policies, which shall be paid one-half ( ¹ / 2 ) by Transferor and one-half ( ¹ / 2 ) by Transferee;

          7.6.5 all recording fees, which shall be paid (subject to the terms of Section 7.6.7 hereof) one-half ( ¹ / 2 ) by Transferor and one-half ( ¹ / 2 ) by Transferee;

          7.6.6 any and all amounts or penalties due and payable in connection with the discharge and satisfaction of any Liens (other than the Permitted Exceptions) in accordance with the terms hereof, which shall be paid by Transferor; and

          7.6.7 any and all amounts due and payable in connection with obtaining the Loans (including, without limitation, any and all recording fees associated therewith), which shall be paid by Transferee.

     7.7 Deliveries Outside of Escrow . Transferor shall deliver possession of the Properties, subject only to the Permitted Exceptions, to Transferee (in its capacity as the controlling party of each Property Owning Entity) upon the Closing. Further, Transferor hereby covenants and agrees to deliver to Transferee (in its capacity as the controlling party of each Property Owning Entity), on or prior to the Closing, the following items:

          7.7.1 Intangible Property . The Intangible Property, including, without limitation, the original Ground Lease, the original Leases and the original Property Documents.

          7.7.2 Personal Property . The Personal Property, including, without limitation, any and all keys, pass cards, remote controls, security codes, computer software and other devices relating to access to the Improvements.

          7.7.3 Notices .

                    7.7.3.1 Notices to Tenants . A letter for each Project in form and substance reasonably acceptable to Transferee, duly executed by Transferor, dated as of the Closing Date and addressed to the Tenants thereof, informing such Tenants of the transfer of such Project and the assignment of the applicable L