EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement

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COLONIAL REALTY LIMITED PARTNERSHIP | PREIT-RUBIN, INC

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Title: EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT
Governing Law: Alabama Date: 4/5/2005
Industry: Real Estate Operations Law Firm: Pennsylvania Real Estate Investment Trust;Blank Rome LLP;Leitman, Siegal & Payne, P.C. Sector: Services

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PURCHASE AND SALE AGREEMENT

by and between

COLONIAL REALTY LIMITED PARTNERSHIP,

a Delaware limited partnership

as Seller

and

PREIT-RUBIN, INC.,

a Pennsylvania corporation

as Buyer

Property Name: Gadsden Mall

Location: Gadsden, Alabama

Effective Date: March 31, 2005

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TABLE OF CONTENTS

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PAGE

ARTICLE 1. - -CERTAIN DEFINITIONS................................................................................1

ARTICLE 2. - - SALE OF PROPERTY..................................................................................6

ARTICLE 3. - PURCHASE PRICE......................................................................................6

3.1 Deposit Money. [Not Applicable].................................................................6

3.2 Letter of Credit................................................................................6

3.3 Cash at Closing.................................................................................6

ARTICLE 4. - TITLE MATTERS.......................................................................................7

4.1 Title to Real Property..........................................................................7

4.2 Title Defects...................................................................................7

4.3 Title Insurance.................................................................................9

ARTICLE 5. - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY.....................................................9

5.1 Buyer's Inspections and Due Diligence...........................................................9

5.2 As-Is Sale.....................................................................................10

5.3 Termination of Agreement During Due Diligence Period...........................................10

5.4 Buyer's Certificate............................................................................11

ARTICLE 6. - ADJUSTMENTS AND PRORATIONS.........................................................................11

6.1 Lease Rentals..................................................................................11

6.2 Reimbursable Lease Expenses....................................................................12

6.3 Real Estate and Personal Property Taxes........................................................13

6.4 Other Property Operating Expenses..............................................................14

6.5 Closing Costs..................................................................................15

6.6 Apportionment Credit...........................................................................15

6.7 Cash Security Deposits.........................................................................15

6.8 Gift Certificate Program.......................................................................15

6.9 Improvement Allowance Credit...................................................................15

6.10 Delayed Adjustment; Delivery of Operating and Other Financial Statements.......................16

ARTICLE 7. - CLOSING............................................................................................16

7.1 Closing Date...................................................................................16

7.2 Title Transfer and Payment of Purchase Price...................................................16

7.3 Seller's Closing Deliveries....................................................................16

7.4 Buyer's Closing Deliveries.....................................................................20

ARTICLE 8. - CONDITIONS TO CLOSING..............................................................................21

8.1 Conditions to Seller's Obligations.............................................................21

8.2 Conditions to Buyer's Obligations..............................................................21

8.3 Waiver of Failure of Conditions Precedent......................................................22

8.4 Approvals not a Condition to Buyer's Performance...............................................22

ARTICLE 9. - REPRESENTATIONS AND WARRANTIES.....................................................................22

9.1 Buyer's Representations........................................................................22

9.2 Seller's Representations.......................................................................23

9.3 General Provisions.............................................................................26

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ARTICLE 10. - COVENANTS.........................................................................................28

10.1 Buyer's Covenants..............................................................................28

10.2 Seller's Covenants.............................................................................29

10.3 Mutual Covenants...............................................................................33

10.4 Survival.......................................................................................34

ARTICLE 11. - FAILURE OF CONDITIONS; DEFAULT....................................................................34

11.1 To Seller's Obligations........................................................................34

11.2 To Buyer's Obligations.........................................................................35

ARTICLE 12. - CONDEMNATION/CASUALTY.............................................................................35

12.1 Condemnation...................................................................................35

12.2 Destruction or Damage..........................................................................36

12.3 Insurance......................................................................................37

12.4 Effect of Termination..........................................................................37

12.5 Waiver.........................................................................................37

ARTICLE 13. - ESCROW............................................................................................37

ARTICLE 14. - MISCELLANEOUS.....................................................................................38

14.1 Buyer's Assignment.............................................................................38

14.2 Designation Agreement..........................................................................38

14.3 Survival/Merger................................................................................39

14.4 Integration; Waiver............................................................................39

14.5 Governing Law..................................................................................39

14.6 Captions Not Binding; Exhibits.................................................................40

14.7 Binding Effect.................................................................................40

14.8 Severability...................................................................................40

14.9 Notices........................................................................................40

14.10 Counterparts...................................................................................41

14.11 No Recordation.................................................................................41

14.12 Additional Agreements; Further Assurances......................................................41

14.13 Construction...................................................................................41

14.14 Special Provisions.............................................................................42

14.15 Maximum Aggregate Liability....................................................................51

14.16 WAIVER OF JURY TRIAL...........................................................................51

14.17 Facsimile Signatures...........................................................................52

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EXHIBITS

<S> <C>

Exhibit A-1 Legal Description for Mall Property

Exhibit A-2 Legal Description for Office Property

Exhibit B List of Contracts (listed separately for Mall and Office Properties)

Exhibit C Form of As-Is Certificate And Agreement

Exhibit D Excluded Personal Property

Exhibit E Form of Special Warranty Deed

Exhibit F Form of Bill of Sale

Exhibit G Form of Assignment of Leases

Exhibit H Form of Assignment of Intangible Property

Exhibit I Form of FIRPTA Affidavit

Exhibit J Employee Provisions

Exhibit K Litigation Notices, Contract Defaults and Governmental Violations

Exhibit L Rent Roll (listed separately for Mall and Office Properties)

Exhibit M Form of Tenant Estoppel Certificate

Exhibit N New Leases Exclusions

Exhibit O Details on Easement for Wildlife Park Walkway

Exhibit P Vacant Land

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made to be effective as of

March 31, 2005, by and between COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware

limited partnership ("Seller"), and PREIT-RUBIN, INC., a Pennsylvania

corporation ("Buyer").

W I T N E S S E T H:

In consideration of the mutual covenants and agreements set forth herein the

parties hereto do hereby agree as follows:

ARTICLE 1. - - CERTAIN DEFINITIONS

As used herein, the following terms shall have the following meanings:

"Broker" shall mean Granite Partners, L.L.C.

"Business day" shall mean any day other than a Saturday, Sunday or any

federal or State of Alabama holiday. If any period hereunder expires on

a day that is not a business day, or any event or condition is required

by the terms of this Agreement to occur or be fulfilled on a day that

is not a business day, such period shall expire or such event or

condition shall occur or be fulfilled, as the case may be, on the next

succeeding business day.

"Buyer's Representatives" shall mean those employees of Buyer who have

specific responsibility for performing investigations and analysis of

the Property, or who are charged with executive responsibility for the

acquisition of the Property.

"Closing" shall mean the closing of the Transaction.

"Closing Date" shall mean March 31, 2005 (as the same may be extended

pursuant to the express terms of this Agreement.

"Colonial" shall mean Colonial Realty Limited Partnership, a Delaware

limited partnership.

"Contracts" shall mean all service, supply, maintenance, utility and

commission agreements, all equipment leases, and all other contracts,

subcontracts and agreements relating to the Real Property and the

Personal Property (including all contracts, subcontracts and agreements

relating to the construction of any unfinished tenant improvements),

all of which are described in EXHIBIT B attached hereto and

incorporated herein by this reference, and any additional contracts,

subcontracts and agreements entered into in accordance with the terms

of Subsection 10.2.1 hereof.

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"Confidential Materials" shall mean any books, computer software,

records or files that consist of or contain appraisals, the capital

budgets for calendar year 2005 or any future period, the operating

budgets for calendar year 2005 or any future period, strategic plans

for the Real Property, internal analyses, information regarding the

marketing of the Property for sale, submissions relating to obtaining

internal authorization for the sale of the Property by Seller, attorney

and accountant work product, attorney-client privileged documents,

internal correspondence of Seller and its affiliates and correspondence

between or among such parties, or other information in the possession

or control of Seller or Seller's property manager which such party

reasonably deems proprietary or confidential; provided that (i) no

files or records related to the historical leasing, operation and

maintenance of the Property, the payment of rent, defaults by tenants

or relationships with tenants shall be deemed Confidential Materials,

and (ii) capital budgets or operating budgets for the year 2005 shall

not be deemed to be Confidential Materials.

"Deemed to know" (or words of similar import) shall have the following

meaning: (a) Buyer shall be "deemed to know" of the existence of a fact

or circumstance to the extent that any Buyer's Representative actually

knows of such fact or circumstance, or such fact or circumstance is

expressly disclosed by this Agreement, or expressly disclosed in any

studies, tests, reports, or analyses prepared specifically by Buyer, or

prepared specifically for Buyer by a third party, or delivered Buyer by

Seller or its agents accompanied with a transmittal letter

conspicuously referencing the matter for which Buyer is to be put on

notice; and (b) Buyer shall be "deemed to know" that any Seller's

warranty is untrue, inaccurate or incorrect to the extent that any

Buyer's Representative has actual knowledge of information which is

inconsistent with such Seller's Warranty.

"Designated Employees" shall mean John Moss and Charles Light.

"Documents" shall mean the documents and instruments applicable to the

Property or any portion thereof that Seller or any of the other Seller

Parties deliver or make available to Buyer prior to Closing or

otherwise allow Buyer access to prior to Closing, including, but not

limited to, the Title Commitment, the Survey, the Title Documents, and

the Property Documents, together with the documents and items delivered

by Seller pursuant to Section 7.3.

"Due Diligence" shall mean examinations, inspections, investigations,

tests, studies, analyses, appraisals, evaluations and/or investigations

with respect to the Property, the Documents, and other information and

documents regarding the Property, including, without limitation,

examination and review of title matters, applicable land use and zoning

Laws and other Laws applicable to the Property, the physical condition

of the Property, and the economic status of the Property.

"Due Diligence Period" shall mean the period commencing on the

Effective Date, and expiring on March 31, 2005.

"Effective Date" shall mean the date first set forth in this Agreement,

which shall be the date on which both Buyer and Seller have executed

and delivered this Agreement.

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"Escrow Agent" shall mean Chicago Title Insurance Company, in its

capacity as escrow agent.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974,

as amended.

"Hazardous Materials" shall mean any substance, chemical, waste or

material that is or becomes regulated by any federal, state or local

governmental authority because of its toxicity, infectiousness,

radioactivity, explosiveness, ignitability, corrosiveness or

reactivity, including, without limitation, asbestos or any substance

containing more than 0.1 percent asbestos, the group of compounds known

as polychlorinated biphenyls, flammable explosives, oil, petroleum or

any refined petroleum product.

"Laws" shall mean all municipal, county, state or federal statutes,

codes, ordinances, laws, rules or regulations.

"Leases" shall mean all leases of tenants of the Property as of the

date hereof, and any New Leases.

"Liabilities" shall mean, collectively, any and all problems,

conditions, losses, costs, damages, claims, liabilities, expenses,

demands or obligations of any kind or nature whatsoever.

"New Leases" shall mean, collectively, any lease for space at the

Property entered into between the date hereof and the Closing Date,

excluding, however, the Leases scheduled on Exhibit N hereto.

"Other Property Rights" shall mean, collectively, Seller's interest in

and to all of the following, if and to the extent the same are

assignable by Seller: (a) any licenses, permits and other written

authorizations necessary for the use, operation or ownership of the

Real Property, (b) those guaranties and warranties in effect with

respect to any portion of the Property, (c) all rights of Seller (if

any) to the name "Gadsden Mall" and "P&S Building" and similar names

and derivations thereof (it being acknowledged by Buyer that Seller may

not have exclusive rights to use such name and that Seller has not

registered the same in any manner), and (d) the Contracts and

Documents, except for Contracts to be terminated as herein set forth,

and (e) plans and specifications, development approvals and rights,

utility allocations, escrow accounts, unpaid awards for taking by

condemnation or any damage (subject to the further provisions of this

Agreement as to condemnation awards), and other intangibles relating to

the Mall Property or the Office Property. Specifically excluded from

the Other Property Rights being transferred herein are the names

"Colonial", "Colonial Plaza", "Colonial Center", "Colonial Realty",

"Colonial Village", "Colonial Grand", "Colonial Shoppes", "Colonial

Mall", "Colonial Promenade" or "Where You Live, Work and Shop", or any

variation thereof (collectively, the "Colonial Marks"), along with any

tradename, trademark or trade dress of Seller (collectively, the

"Excluded Names & Marks"), or any signs containing the Excluded Names &

Marks or any tradename, trademark or trade dress of Seller; provided

that this Agreement shall not exclude any tradenames, trademarks or

trade dress, other than the Colonial Marks, which are reasonably

associated with "Gadsden Mall" or the "P & S Building". Seller shall

have the right to remove all such signage within forty five (45) days

of closing. Should Seller remove such signage, the remaining portion

shall be repaired to a usable condition or, at Buyer's option, the

removal shall be performed in conjunction with the installation of

Buyer's new signage.

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"Owner's Policy" shall mean an ALTA-B (1970/1984) Owner's Form of title

insurance policy in the amount of the Purchase Price (or separate title

policies for the Mall Property and the Office Property).

"Permitted Exceptions" shall mean and include all of the following

(except to the extent any matters included in clauses (b), (c), (d) and

(j) are objected to by Buyer as provided in Section 4.2 hereof): (a)

applicable zoning and building ordinances and land use regulations,

provided that the same shall not be violated in any material manner,

(b) [Not Applicable], (c) such exceptions to title as are listed on

Schedule B of the Title Commitment, (d) such state of facts as

disclosed in the Survey, (e) [Not Applicable], (f) the lien of taxes

and assessments not yet due and payable, subject to the apportionment

provisions of this Agreement (it being agreed by Buyer and Seller that

if any tax or assessment is levied or assessed with respect to the

Property after the date hereof and the owner of the Property has the

election to pay such tax or assessment either immediately or under a

payment plan with interest, Seller may elect to pay under a payment

plan, which election shall be binding on Buyer), (g) any exceptions

caused by Buyer, its agents, representatives or employees, (h) such

other exceptions as the Title Company shall commit to insure over,

without any additional cost to Buyer, whether such insurance is made

available in consideration of payment, bonding, indemnity of Seller or

otherwise, provided the such commitment to insure over covers all

liability, marketability and defense costs, includes a commitment to

provide such insurance over to any future grantees of Buyer without

additional cost, and is otherwise reasonably satisfactory to Buyer and

any lender of Buyer furnishing purchase money financing for the

Property, (i) the rights of the tenants under the Leases, solely as

tenants and not as to any ownership rights or options in the Property,

(j) [Not Applicable], and (k) any matters deemed to constitute

additional Permitted Exceptions under Subsection 4.2.1 hereof.

"Personal Property" shall mean, collectively, (a) all tangible personal

property owned by Seller that is located on the Real Property and used

in the ownership, operation and maintenance of the Real Property,

including without limitation gift certificate equipment and supplies,

(b) all books, records and files relating to the Property or the

Leases, and the historical net income of the Property but specifically

excluding: (i) any Confidential Materials any computer software that is

licensed to Seller or Seller's property manager, and (ii) the Excluded

Names and Marks.

"Plans" shall mean employee benefit plans, as defined in Section 3(3)

of ERISA.

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"Property" shall mean, collectively, (a) the Real Property, (b) the

Personal Property, (c) Seller's interest as landlord in all Leases; (d)

if and to the extent assignable by Seller without any material expense

to Seller, the Contracts, and (e) the Other Property Rights.

"Property Documents" shall mean, collectively, (a) the Leases, (b) the

Contracts, and (c) any other documents or instruments which constitute

or otherwise pertain to any portion of the Property.

"Real Property" shall mean those certain parcels of real estate located

in the City of Gadsden, Etowah County, Alabama, and legally described

in Exhibit A-1 and Exhibit A-2 attached hereto and incorporated herein

by this reference, together with all buildings, improvements and

fixtures located thereon (other than fixtures, equipment and personal

property owned by Tenants under the terms of their Leases) and all

rights, privileges and appurtenances pertaining thereto including all

of Seller's right, title and interest in and to all rights-of-way, open

or proposed streets, alleys, easements, strips or gores of land

adjacent thereto. The parcel described on Exhibit A-1, together with

Seller's rights in associated Property, is known as the "Mall Property"

and comprises an enclosed regional mall of approximately 477,399 square

feet known as the "Gadsden Mall" including an outparcel across the road

from the Gadsden Mall upon which the Arby's fast-food restaurant

exists. The parcel described on Exhibit A-2, together with Seller's

rights in associated Property, is known as the "Office Property" and

comprises a two story office building containing approximately 39,560

square feet which is known as the "P & S Building". The Mall Property

and the Office Property together comprise the Property.

"Reimbursable Lease Expenses" shall mean, collectively, any and all

costs, expenses and fees paid by Seller prior to Closing or costs,

expenses and fees incurred by Seller prior to Closing arising out of or

in connection with any New Lease entered into between the Effective

Date and the Cut-Off Date which has been approved or deemed approved by

Buyer and which is for space which is then vacant and unleased

(collectively, "New Leasing Documents"). Reimbursable Lease Expenses

shall include, without limitation, (i) brokerage commissions and fees

to effect any such leasing transaction, provided the same are in

accordance with a rate schedule and terms reasonably approved by Buyer,

(ii) expenses reasonably incurred for repairs, improvements, equipment,

painting, decorating, partitioning, other tenant improvement costs, and

other items to satisfy the tenant's requirements with regard to such

leasing transaction, and (iii) reasonable legal fees for services in

connection with the preparation of documents and other services

rendered in connection with the effectuation of the leasing

transaction.

"Seller Parties" shall mean and include, collectively, (a) Seller; and

(b) Seller's counsel.

"Seller's Warranties" shall mean Seller's representations and

warranties set forth in Section 9.2 and any documents executed by

Seller for the benefit of Buyer in connection with Closing, as such

representations and warranties may be deemed modified or waived by

Buyer as herein provided.

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"Survey" shall mean a current survey of the Property prepared by a

surveyor licensed in the State of Alabama.

"Tax Year" shall mean the period commencing on October 1 of each

calendar year and ending on September 30 of each calendar year, being

the real estate tax assessment year for the county in which the

Property is located.

"Title Commitment" shall mean a commitment to issue an ALTA Owner's

Policy of Title Insurance issued by the Title Company.

"Title Company" shall mean Chicago Title Insurance Company.

"Title Documents" shall mean all recorded documents referred to on

Schedule B of the Title Commitment as exceptions to coverage and for

which legible copies are delivered to Buyer.

"Transaction" shall mean the transaction contemplated by this

Agreement.

ARTICLE 2. - - SALE OF PROPERTY

Seller agrees to sell, transfer and assign, and Buyer agrees to purchase, accept

and assume, subject to the terms and conditions set forth in this Agreement and

the Exhibits attached hereto, all of Seller's right, title and interest in and

to the Property. The parties hereto acknowledge that this Agreement has been

signed on the Closing Date and that, notwithstanding the reference in various

portions of this Agreement to actions, approvals or reviews to be taken between

the Effective Date and the Closing Date as a condition of Closing, all such

conditions have been satisfied (including without limitation Buyer's due

diligence reviews), except to the extent otherwise expressly set forth herein;

provided that this sentence shall not apply to actions to be taken or documents

to be delivered at the Closing itself nor to any conditions to be determined

immediately prior to Closing.

ARTICLE 3. - PURCHASE PRICE

The total purchase price to be paid by Buyer for the purchase of the Property is

the sum of Sixty Million Dollars ($60,000,000) in immediately available funds

(the "Purchase Price"). The Purchase Price is allocated One Million Five Hundred

Thousand Dollars ($1,500,000) to the Office Property, and Fifty Eight Million

Five Hundred Thousand Dollars ($58,500,000) to the Mall Property, and shall be

paid in the following manner:

3.1 Deposit Money. [Not Applicable].

3.2 Letter of Credit. [Not Applicable].

3.3 Cash at Closing. On the Closing Date, Buyer shall pay to Seller an

amount equal to the Purchase Price, subject to the prorations and

adjustments set forth in Article 6 or as otherwise provided under this

Agreement, in immediately available federal funds by wire transfer as

more particularly set forth in Section 7.2.

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ARTICLE 4. - TITLE MATTERS

4.1 Title to Real Property. Buyer shall use good faith and reasonable

efforts to obtain (a) the Title Commitment, (b) copies of all of the

Title Documents, and (c) the Survey, as soon as reasonably practicable

after the Effective Date. Upon receipt, Buyer shall furnish Seller's

counsel with copies of such items.

4.2 Title Defects.

4.2.1 Buyer's Objections to Title.

(a) Prior to the end of the Due Diligence Period, Buyer

shall have the right to object in writing to any

title matters that appear on the Title Commitment or

Survey or any other title matters which are

specifically disclosed to Buyer by Seller in writing

at least ten (10) days prior to the end of the Due

Diligence Period. Any exceptions which are timely

objected to by Buyer shall be herein collectively

called the "Title Objections."

(b) If this Agreement is not terminated by Buyer in

accordance with the provisions hereof, Seller shall,

at Closing, remove or cause to be removed any Title

Objections to the extent (and only to the extent)

that (i) such Title Objections have not been caused

by Buyer or any Buyer Representatives, and (ii) such

Title Objections are either (A) liens evidencing

monetary encumbrances (other than liens for

non-delinquent general real estate taxes for the

current year which are to be apportioned between

Buyer and Seller), or (B) liens created or suffered

to exist by Seller or its agents and affiliates but

only to the extent such liens are created after the

date of this Agreement in violation of Section 4.2.3

(collectively, the "Required Exceptions"). In

addition, Seller shall remove such Title Objections

as Seller may elect to remove, or elect to cause to

be removed at its expense, as set forth in subsection

Required Exceptions, Seller shall notify Buyer in

writing within fifteen (15) business days after

receipt of Buyer's notice of Title Objections (but in

any event, prior to the Closing Date) whether Seller

elects to remove the same. If Seller elects not to

remove one or more of such Title Objections, then

within five (5) business days after Seller's election

(but in any event, prior to the Closing Date) , Buyer

may elect in writing to either (i) terminate this

Agreement, in which event the Deposit shall be paid

to Buyer, and thereafter, the parties shall have no

further rights or obligations hereunder except for

obligations that expressly survive the termination of

this Agreement, or (ii) waive the Title Objections

which Seller has elected not to remove, in which

event the Closing shall occur as herein provided

without any reduction of or credit against the

Purchase Price on account of such Title Objections.

Any such Title Objection so waived (or deemed waived)

by Buyer shall be deemed to constitute an additional

Permitted Exception.

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(d) If Seller is unable, after using good faith,

commercially reasonable efforts, to remove any

Required Exceptions or other Title Objections (other

than monetary liens or encumbrances, which Seller

shall in all events be obligated to remove) that it

has previously elected to remove prior to the

Closing, Buyer may at Closing elect either to (a)

terminate this Agreement, in which event the Deposit

shall be paid to Buyer together with all of Buyer's

reasonable and verified costs and expenses, including

without limitation legal, environmental, title and

other fees incurred in connection with this Agreement

and proceeding with the transactions covered by this

Agreement, but not more than $50,000 (the

"Termination Expenses") and thereafter, the parties

shall have no further rights or obligations hereunder

except for obligations which expressly survive the

termination of this Agreement, or (b) waive such

Title Objections, in which event the Closing shall

occur as herein provided without any reduction of or

credit against the Purchase Price (except that Buyer

shall be entitled to a credit against the Purchase

Price for any monetary liens plus any additional sums

required by the Title Company to be escrowed for

satisfaction of same). Upon notice to Buyer at least

ten (10) days prior to the scheduled Closing, Seller

shall be entitled to a reasonable adjournment of the

Closing (not to exceed thirty (30) days) for the

purpose of the removal of any Required Exceptions or

other Title Objections (other than monetary liens),

which removal may be effected by the issuance of

title insurance eliminating or insuring against the

effect of the Title Objections as provided in Section

4.2.2.

4.2.2 Discharge of Title Objections. If on the Closing Date there

are any Required Exceptions or any other Title Objections

which Seller has elected to pay and discharge, Seller may use

any portion of the Purchase Price to satisfy the same,

provided Seller shall either (a) deliver to Buyer at the

Closing instruments in recordable form and sufficient to cause

such Title Objections to be released of record, together with

the cost of recording or filing such instruments, or (b) cause

the Title Company to insure over the same, without any

additional cost to Buyer, whether such insurance is made

available in consideration of payment, bonding, indemnity of

Seller or otherwise, provided that any such insurance over any

matter other than a monetary lien shall be subject to Buyer's

approval, which shall not be unreasonably withheld,

conditioned or delayed, and which shall be subject to the

other requirements for insuring over as provided in the

definition of "Permitted Exceptions" in Article 1 above.

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4.2.3 No New Exceptions. From and after the date hereof, Seller

shall not execute any deed, easement, restriction, covenant or

other matter affecting title to the Property unless Buyer has

received a copy thereof and has approved the same in writing.

If Buyer fails to object in writing to any such proposed

instrument within ten (10) business days after receipt of such

instrument together with all applicable information and data

as is reasonably appropriate to the evaluation of Seller's

request, Buyer shall be deemed to have approved the proposed

instrument. Buyer shall not unreasonably withhold, condition

or delay its approval with respect to any such instrument;

provided that such instrument involves no financial burden to

Buyer.

4.3 Title Insurance. At Closing, the Title Company shall issue to Buyer the

Owner's Policy insuring that fee simple title to the Real Property is

vested in Buyer, subject only to the Permitted Exceptions, and with

extended coverage over the standard general exceptions. Buyer shall be

entitled to request that the Title Company provide such endorsements

(or amendments) to the Owner's Title Policy as Buyer may reasonably

require, provided that (a) such endorsements (or amendments) shall be

at no cost to, and shall impose no additional liability on, Seller, (b)

Buyer's obligations under this Agreement shall not be conditioned upon

Buyer's ability to obtain such endorsements and, if Buyer is unable to

obtain such endorsements, Buyer shall nevertheless be obligated to

proceed to close the Transaction without reduction of or set off

against the Purchase Price and (c) the Closing shall not be delayed as

a result of Buyer's request for endorsements.

ARTICLE 5. - BUYER'S DUE DILIGENCE/CONDITION OF THE PROPERTY

5.1 Buyer's Inspections and Due Diligence. During the Due Diligence Period,

Seller shall provide Buyer and Buyer's representatives access to the

Property and all files and records related to the leasing, operation

and maintenance of the Property, the payment of rent, defaults by

tenants and relationships with tenants (but specifically excluding

Confidential Materials), including without limitation all existing

physical and environmental reports, plans and specifications in

Seller's possession or control. Seller shall also provide Buyer and

Buyer's representatives access to financial records of the Property

(excluding Confidential Materials) to the extent reasonably necessary

for Buyer to confirm that the income from the Property meets the REIT

tests for federal income tax purposes. Buyer shall complete its Due

Diligence at its sole cost and expense. Buyer shall independently

inspect and investigate the Property and verify such information with

respect to the Property as and to the extent that Buyer deems necessary

or desirable to evaluate fully the Transaction and the physical

condition and economic status of the Property. Such Due Diligence may

include, without limitation, Buyer's review and approval, in its sole

and absolute discretion, of all title matters, applicable land use and

zoning laws and regulations, the physical condition of the Property,

leases and contracts affecting the Property and such other items

related to the Property as Buyer may deem relevant. Seller agrees to

make employees of Seller's property manager available to Buyer and

Buyer's Representatives during the Due Diligence Period as reasonably

requested by Buyer. Buyer shall immediately return the Property to its

condition existing prior to any tests and inspections performed by

Buyer's Representatives or consultants. By Buyer's execution of this

Agreement, Buyer hereby confirms its agreement to indemnify, defend and

hold each of the Seller Parties free and harmless from and against any

and all Liabilities (including reasonable attorneys' fees and expenses)

arising out of or resulting from the entry on the Property and/or the

conduct of any Due Diligence by Buyer's Representatives or consultants

at any time prior to Closing, to the extent caused by Buyer, Buyer's

Representatives or consultants; provided, however, that Buyer's

obligations under the foregoing indemnity shall not apply to the mere

discovery or non-negligent disturbance of a pre-existing environmental

or physical condition at the Property; and provided, further, that

Seller and Buyer waive against each other any loss or damage to the

extent covered by casualty or liability insurance maintained by the

other. Buyer's investigatory rights shall continue beyond the Due

Diligence Period until Closing or any earlier termination of this

Agreement, but without the contingency applicable to the Due Diligence

Period.

<PAGE>

5.2 As-Is Sale. Buyer acknowledges and agrees that during the Due Diligence

Period, Buyer shall conduct such Due Diligence as Buyer deems necessary

or appropriate. In addition, Buyer acknowledges and agrees that (a)

except for Seller's Warranties and except as otherwise expressly set

forth in this Agreement, the Property shall be sold, and Buyer shall

accept possession of the Property on the Closing Date, "AS IS, WHERE

IS, WITH ALL FAULTS," with no right of setoff or reduction in the

Purchase Price; (b) except for Seller's Warranties or as otherwise

expressly set forth in this Agreement, none of the Seller Parties have

or shall be deemed to have made any verbal or written representations,

warranties, promises or guarantees (whether express, implied, statutory

or otherwise) to Buyer with respect to the Property, any matter set

forth, contained or addressed in the Documents (including without

limitation the accuracy and completeness thereof) or the results of

Buyer's Due Diligence; and (c) Buyer shall independently confirm to its

satisfaction all information that it considers material to its purchase

of the Property or the Transaction. Buyer expressly understands and

acknowledges that it is possible that unknown Liabilities may exist

with respect to the Property, and that Buyer explicitly took such

possibility into account in determining and agreeing to the Purchase

Price.

5.3 Termination of Agreement During Due Diligence Period. If Buyer, in its

sole and absolute discretion, is not satisfied with the results of its

Due Diligence during the Due Diligence Period, Buyer may terminate this

Agreement by written notice to Seller given in accordance with the

provisions of Section 16.9 hereof at any time prior to 5:00 p.m.

Eastern Time on the first business day following the expiration of the

Due Diligence Period, and, in the event of such termination, neither

Seller nor Buyer shall have any liability hereunder except for those

obligations which expressly survive the termination of this Agreement,

and Buyer shall be entitled to the return of the Deposit. In the event

Buyer fails to terminate this Agreement prior to 5:00 p.m. Eastern Time

on the first business day following the expiration of the Due Diligence

Period, Buyer shall be deemed to have waived its rights to terminate

this Agreement in accordance with this Article 5.

<PAGE>

5.4 Buyer's Certificate. Buyer shall deliver to Seller, at the Closing, a

certificate in the form of Exhibit C attached hereto and incorporated

herein by this reference.

ARTICLE 6. - ADJUSTMENTS AND PRORATIONS

The following adjustments and prorations shall be made at Closing:

6.1 Lease Rentals.

6.1.1 Definition of "Rent". For purposes of this Article 6, the term

"Rent" shall mean all base rents, percentage rents, additional

rent, common area maintenance charges and any tax and

operating expense reimbursements and escalations due from the

tenants under the Leases.

6.1.2 Rents. All collected Rents shall be prorated between Seller

and Buyer as of 12:01 a.m. on the Closing Date. Seller shall

be entitled to all Rents attributable to the period up to but

not including the Closing Date. Buyer shall be entitled to all

Rents attributable to any period on and after the Closing

Date. Rents not collected as of the Closing Date (including

percentage rents) shall not be prorated at the time of

Closing. After Closing, Buyer shall make a good faith effort

for a period not less than twelve (12) months to collect any

Rents not collected as of the Closing Date on Seller's behalf

and to tender the same (or Seller's share thereof computed in

accordance with the provisions of this Agreement) to Seller

upon receipt, net of any adjustments due to Buyer (which

obligation of Buyer shall survive the Closing and not be

merged therein); provided, however, that all Rents collected

by Buyer on or after the Closing Date shall first be applied

to all amounts due under the Leases at the time of collection

(i.e., current Rents and sums due Buyer as the current owner

and landlord) with the balance (if any) payable to Seller, but

only to the extent of amounts delinquent and actually due

Seller. Seller agrees that the invoicing of delinquent tenants

on a monthly basis shall constitute a good faith effort and

Buyer 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. Buyer shall not have

an exclusive right to collect the sums due Seller under the

Leases, and Seller hereby retains its rights to pursue any

tenant under the Leases for sums due Seller for periods

attributable to Seller's ownership of the Property (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 Property

pursuant to the terms of the applicable Lease); provided,

however, that Seller (i) shall be required to notify Buyer in

writing of its intention to commence or pursue such legal

proceedings; (ii) 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 1st anniversary of the Closing Date; and

(iii) 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.

<PAGE>

6.1.3 Other Revenues. Revenues from Property operations other than

Rents (which shall be prorated as provided in Subsection

6.1.2), and security deposits (which will be apportioned as

provided in Section 6.7), that are actually collected, shall

be prorated between Buyer and Seller as of 12:01 a.m. on the

Closing Date. Seller shall be entitled to all such revenues

attributable to any period to but not including the Closing

Date, and Buyer shall be entitled to all such revenues

attributable to any period on and after the Closing Date.

After Closing, Buyer shall make a good faith effort for a

period not less than six (6) months to collect any such

revenues not collected as of the Closing Date on Seller's

behalf and to tender the same to Seller upon receipt, net of

any adjustments due to Buyer (which obligation of Buyer shall

survive the Closing and not be merged therein); provided,

however, that all such other revenues collected by Buyer on or

after the Closing Date shall first be applied to all amounts

that may be due from such payor to Buyer at the time of

collection with the balance (if any) payable to Seller, but

only to the extent of amounts delinquent and actually due to

Seller. Seller agrees that the invoicing of delinquent payors

on a monthly basis shall constitute a good faith effort and

Buyer shall not be obligated to enforce its rights under the

agreements pursuant to which such revenues are due, or

threaten such enforcement, or to bring any proceedings in a

court of law or in equity. Buyer shall not have an exclusive

right to collect such revenues, and Seller hereby retains its

rights to pursue any parties for sums due Seller for periods

attributable to Seller's ownership of the Property; provided,

however, that Seller (i) shall be required to notify Buyer in

writing of its intention to commence or pursue such legal

proceedings; (ii) 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 1st anniversary of the Closing Date; and

(iii) to the extent any such delinquent payor is a tenant at

the Property, shall not be permitted to commence or pursue any

legal proceedings against such 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. Notwithstanding anything

contained herein to the contrary, Buyer and Seller acknowledge

and agree that Seller shall be entitled to bill and collect

all reconciliations for 2004 common area maintenance charges

and taxes owed by tenants to Seller.

6.1.4 Marketing Funds. Advertising and marketing funds collected by

Seller prior to Closing and not expended will be credited

against the Purchase Price.

6.2 Reimbursable Lease Expenses. At Closing, Buyer shall reimburse Seller

for the Reimbursable Lease Expenses to the extent required by the terms

of Section 10.2.5.

<PAGE>

6.3 Real Estate and Personal Property Taxes. 6.3.1 Proration of Ad Valorem

Taxes. Subject to the terms of Section 6.3.4 below, Buyer and Seller

shall only prorate ad valorem real estate and personal property taxes

for the Property that are assessed for the Tax Year in which Closing

occurs. There shall be no proration of ad valorem real estate or

personal property taxes other than as set forth hereinabove, and, as

between Buyer and Seller, Buyer agrees that it shall be solely

responsible for all such ad valorem real estate and personal property

taxes due and payable after the Closing and Seller shall be solely

responsible for all such ad valorem real estate and personal property

taxes attributable to periods prior to the Closing. The proration of

the ad valorem real estate and personal property taxes assessed for the

Tax Year in which Closing occurs shall be calculated as follows:

(a) Seller shall be responsible for that portion of such taxes

equal to (i) the total such taxes assessed for the Tax Year in

which Closing occurs, multiplied by (ii) a fraction, the

numerator of which shall be the number of days in such Tax

Year prior to the Closing Date, and the denominator of which

shall be 365; and

(b) Buyer shall be responsible for that portion of such taxes

equal to (i) the total such taxes assessed for the Tax Year in

which Closing occurs, multiplied by (ii) a fraction, numerator

of which shall be the number of days in such Tax Year

subsequent to and including the Closing Date, and the

denominator of which shall be 365.

Notwithstanding anything herein to the contrary, Seller agrees to

collect and remit to the appropriate taxing authority all sales and use

taxes, if any, required by Law to be collected by Seller prior to the

Closing Date, and Buyer agrees to collect and remit to the property

taxing authorities all sales and use taxes, if any, required by Law to

be collected by Buyer on or after the Closing Date. Each party hereby

agrees to indemnify and hold the other party harmless from and against

any and all liability such party may incur, including interest,

penalties and costs, by reason of the failure of the other party to

collect and remit to the appropriate taxing authorities all sales and

use taxes required to be collected by such party during its period of

ownership. The provisions of this paragraph shall survive Closing and

shall not be merged therein. Seller's indemnity obligation under this

Section 6.3.1 shall not be subject to, and shall be in addition to, the

cap on Seller's liability provided for in Section 16.15 of this

Agreement.

6.3.2 Insufficient Information. If, at Closing, the real estate

and/or personal property tax rate and assessments have not

been set for the taxes assessed for the Tax Year in which

Closing occurs, then the proration of such taxes shall be

based upon the rate and assessments for the preceding Tax

Year, and such proration shall be adjusted between Seller and

Buyer after Closing upon presentation of written evidence that

the actual taxes assessed for the Tax Year in which Closing

occurs differ from the amounts used at Closing and in

accordance with the provisions of Section 6.8.

<PAGE>

6.3.3 Special Assessments. Seller shall pay all installments of

special assessments due and payable prior to the Closing Date,

and Buyer shall pay all installments of special assessments

due and payable on and after the Closing Date. Special

assessments, if any, for the month of Closing will be

prorated.

6.3.4 Tenant Reimbursements. Seller and Buyer acknowledge that real

estate taxes are due without penalty on December 31 for the

preceding October 1 - September 30 fiscal period and in that

regard they agree that, notwithstanding any provision in any

of the Leases to the contrary, the tax reimbursement payments

to be paid by tenants of the Property during the Tax Year in

which Closing occurs are to be applied to pay the real estate

taxes assessed for such Tax Year and, therefore, Buyer shall

not receive a credit at Closing for any amounts due and

payable by tenants of the Property prior to the Closing as

real estate tax reimbursements (other than real estate tax

reimbursements actually received by Seller prior to Closing

which are applicable to the month in which Closing occurs or

to periods thereafter, which reimbursements shall be prorated

between Buyer and Seller.)

6.4 Other Property Operating Expenses. Operating expenses for the Property

shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall

pay all utility charges and other operating expenses attributable to

the Property to, but not including the Closing Date (except for those

utility charges and operating expenses payable by tenants in accordance

with the Leases), and Buyer shall pay all utility charges and other

operating expenses attributable to the Property on or after the Closing

Date. To the extent that the amount of actual consumption of any

utility services is not determined prior to the Closing Date, a

proration shall be made at Closing based on the last available reading,

and post-closing adjustments between Buyer and Seller shall be made

within twenty (20) days of the date that actual consumption for such

pre-closing period is determined, which obligation shall survive the

Closing and not be merged therein. Seller shall endeavor to obtain

final meter readings as of the date prior to Closing. If any utility

charges are paid in advance or in arrears, appropriate prorations shall

be made as of the Closing Date. Seller shall not assign to Buyer any

deposits which Seller has with any of the utility services or companies

servicing the Property. Buyer shall arrange with such services and

companies to have accounts opened in Buyer's name beginning at 12:01

a.m. on the Closing Date. Notwithstanding the foregoing terms of this

section, Seller shall have no obligation to pay (and Buyer shall not

receive a credit at Closing for) any operating expenses to the extent

that (x) Buyer is entitled after Closing to reimbursement of operating

expenses from tenants, or the recovery of any increase in operating

expenses, from the tenants under the Leases (including payments due

from tenants for the month in which Closing occurs but which are not

actually received by Seller prior to Closing), (y) the tenants from

whom reimbursement is due are not at Closing in default under their

Leases, and such reimbursements from tenants under the Leases are not

more than thirty (30) days past due as of the Closing Date, and (z) the

amount of such reimbursement from the tenants is capable of reasonably

precise determination as of the Closing, regardless of whether Buyer

actually collects such reimbursement or increased operating expenses

from such tenants after Closing, it being understood and agreed by

Buyer and Seller that (a) as between Buyer and Seller, Buyer shall be

responsible for payment of all of such operating expenses to the extent

of the reimbursements due from tenants as aforesaid, and (b) the burden

of collection such reimbursements shall be solely on Buyer.

<PAGE>

6.5 Closing Costs. Buyer shall pay the following costs: (a) one-half of all

premiums and charges in connection with the Owner's Title Policy

(provided any endorsements shall be solely the responsibility of Buyer)

issued to Buyer, (b) the cost of preparing the Survey, (c) all

recording and filing charges in connection with the instrument by which

Seller conveys the Property, (d) one-half of the Title Company escrow

and closing charges, (e) one-half of all documentary stamp taxes,

transfer taxes, deed taxes, sales taxes and similar charges applicable

to the transfer of the Property to Buyer ("Transfer Taxes"), (f) all

costs of Buyer's Due Diligence, including fees due its consultants and

attorneys, and (g) all lenders' fees related to any financing to be

obtained by Buyer. Seller shall pay the following costs: (a) one-half

of the Title Company escrow and closing charges, (b) all fees due its

attorneys, (c) one-half of the premiums for the Owner's Title Policy,

excluding Buyer's endorsements, and (d) one-half of the Transfer Taxes.

The obligations of the parties under this Section 6.5 shall survive the

Closing (and not be merged therein) or any earlier termination of this

Agreement.

6.6 Apportionment Credit. In the event the apportionments to be made at the

Closing result in a credit balance (a) to Buyer, such sum shall be paid

(at Seller's option) at the Closing by giving Buyer a credit against

the Purchase Price in the amount of such credit balance, or (b) to

Seller, Buyer shall pay the amount thereof to Seller at the Closing by

wire transfer of immediately available funds to the account or accounts

to be designated by Seller for the payment of the Purchase Price.

6.7 Cash Security Deposits. At Closing, Seller shall give Buyer a credit

against the Purchase Price in the aggregate amount of any unapplied

cash security deposits then held by Seller under the Leases less any

administrative or similar charges to which Seller may be entitled under

applicable Law.

6.8 Gift Certificate Program. Buyer acknowledges that Seller's gift

certificate program is a company-wide plan. Therefore, no credit will

be given at Closing for issued and unused gift certificates. Seller

hereby agrees to honor all gift certificates as they are redeemed,

however, no transfer of the gift certificate program shall be made.

Included in this sale is all gift certificate equipment (check-issuing

equipment) presently used for the gift certificate program.

6.9 Improvement Allowance Credit. At Closing, Seller shall give Buyer a

credit against the Purchase Price in an amount equal to the aggregate

tenant improvement allowances provided for in the Tenant Leases that

have not been paid to tenants, to the extent that such allowances arise

under Tenant Leases other than New Leases (which are the responsibility

of Buyer). In calculating the undisbursed allowances, Seller shall be

entitled to rely upon the statements made by the tenants with respect

thereto in their respective tenant estoppel certificates.

<PAGE>

6.10 Delayed Adjustment; Delivery of Operating and Other Financial

Statements. If at any time following the Closing Date, the amount of an

item listed in any section of this Article 6 shall prove to be

incorrect (whether as a result in 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 one (1) year after Closing (such

period being referred to herein as the "Post Closing Adjustment

Period"). In order to enable Seller to determine whether any such

delayed adjustment is necessary, Buyer shall provide to Seller the

relevant operating and financial statements for the Property no later

than the date one (1) month prior to the expiration of the Post-Closing

Adjustment Period or as soon thereafter as practicable, but in such

case the Post Closing Adjustment Period shall be extended until 1 month

after delivery of such statements. The provisions of this Section 6.11

shall survive the Closing and not be merged therein.

ARTICLE 7. - CLOSING

Buyer and Seller hereby agree that the Transaction shall be consummated as

follows:

7.1 Closing Date. Subject to Seller's right to extend the Closing as

provided in this Agreement, Closing shall occur on the Closing Date.

Time is of the essence with respect to the Closing Date.

7.2 Title Transfer and Payment of Purchase Price. Provided all conditions

precedent to Seller's obligations hereunder have been satisfied, Seller

agrees to convey the Property to Buyer upon confirmation of receipt of

the Purchase Price by the Escrow Agent as set forth below. Provided all

conditions precedent to Buyer's obligations hereunder have been

satisfied, Buyer agrees to pay the amount specified in Article 3 by

timely delivering the same to the Escrow Agent no later than 2:00 p.m.

Eastern Time on the Closing Date and unconditionally directing the

Escrow Agent to deposit the same in Seller's designated account by 3:00

p.m. Eastern Time on the Closing Date. For each full or partial day

after 3:00 p.m. Eastern Time on the Closing Date that Seller has not

received in its account the payment specified in Article 3, Buyer shall

pay to Seller one (1) day's interest on the unpaid funds at the rate

per annum equal to the "prime rate" as such rate is reported in the

"Money Rates" section of The Wall Street Journal, as published and

distributed in New York, New York, in effect from time to time.

7.3 Seller's Closing Deliveries. At Closing, Seller shall deliver or cause

to be delivered the following (separately for each of the Mall Property

and the Office Property):

<PAGE>

(a) Deed. A special warranty deed in the form of Exhibit E

attached hereto and incorporated herein by this reference

("Special Warranty Deed") executed and acknowledged by Seller.

(b) Bill of Sale. A bill of sale in the form of Exhibit F attached

hereto and incorporated herein by this reference ("Bill of

Sale") executed by Seller.

tenant leases, in the form of Exhibit G attached hereto and

incorporated herein by this reference ("Assignment of Leases")

executed by Seller.

(d) Assignment of Intangible Property. An assignment and

assumption of the Contracts and the Other Property Rights less

the Excluded Names and Marks (to the extent the same are not

transferred by the Special Warranty Deed, Ground Leasehold

Assignments, Bill of Sale or Assignment of Leases) in the form

of Exhibit H attached hereto and incorporated herein by this

reference ("Assignment of Intangible Property") executed by

Seller.

(e) Non-Foreign Status Affidavit. A non-foreign status affidavit

in the form of Exhibit I attached hereto and incorporated

herein by this reference, as required by Section 1445 of the

Internal Revenue Code, executed by each party comprising

Seller.

(f) Other Documents. Such other documents as may be reasonably

required by the Title Company or as may be agreed upon by

Seller and Buyer to consummate the Transaction.

(g) Tax Returns. Duly completed and signed real estate transfer

tax and sales tax declarations.

(h) Letters of Credit as Tenant Security Deposits. With respect to

any security deposits which are letters of credit, Seller

shall, whether or not the same are assignable, (i) deliver to

Buyer at the Closing such letters of credit, (ii) execute and

deliver such other instruments, at and after Closing, as the

issuers of such letters of credit shall reasonably require,

and (iii) cooperate with Buyer at and after Closing, to change

the named beneficiary under such letters of credit to Buyer so

long as Seller does not incur any additional liability or

expense in connection therewith.

(i) Closing Statement. A closing statement, setting forth the

prorations and adjustments to the Purchase Price to be made

pursuant to Article 6 (the "Closing Statement") executed by

Seller. Seller shall deliver to Buyer a draft Closing

Statement for Buyer's review at least five (5) business days

prior to the Closing Date; provided, however, that if Seller

fails to timely deliver to Buyer a draft Closing Statement as

required herein, Buyer's sole remedy shall be to extend the

Closing Date to the date that is five (5) business days after

the date on which Seller delivers the initial draft Closing

Statement to Buyer, which remedy shall be exercised, if at

all, by giving Seller written notice of such election on or

before the date that is two (2) business days before the

originally-scheduled Closing Date.

<PAGE>

(j) Occupancy Tenant Estoppel Certificates. Executed estoppel

certificates from the Required Tenants dated not more than 45

days prior to the Closing, each of which shall be

substantially in the form which such tenant is required to

provide pursuant to the terms of its Lease or, if no form is

specified in such Lease, substantially in the form of Exhibit

M attached hereto and incorporated herein by this reference.

Seller shall deliver each such estoppel certificate to Buyer

and Buyer's counsel following Seller's receipt thereof and,

unless Buyer shall deliver to Seller (in the manner required

by Section 16.9 below) a written objection to the substance of

any such estoppel within five (5) business days after receipt

of same, Buyer shall be deemed to have approved such estoppel

certificate, and such estoppel certificate shall be deemed to

confirm in all material respects the information contained in

the Documents. "Required Tenants" means each Tenant occupying

10,000 or more square feet of space, McRae's Kids, and

(separately as to the Mall Property and the Office Property)

Tenants occupying an aggregate of at least seventy five

percent (75%) of the remaining space in the Property in

question. Notwithstanding the foregoing, Seller shall use good

faith efforts to obtain estoppel certificates from all of the

Tenants.

(i) Any adverse claim or matter set forth in a Tenant

estoppel certificate (i.e., an exception or assertion

which is adverse to the interests of the landlord or

is contrary to the representations herein) is

referred to as an "Adverse Claim."

(ii) For any tenancy in which an Adverse Claim has been

asserted, the Seller agrees to be responsible for any

such pre-closing Adverse Claim and use its good faith

efforts to have the same satisfied before Closing. If

such Adverse Claim(s), which relate to periods of

time prior to Closing, cannot be satisfied before

Closing, Seller shall remain responsible for such

Adverse Claim(s), such responsibility to survive

Closing, and Seller shall have the reasonable right

to control any contest and/or negotiations relating

thereto, in cooperation with Buyer. Seller's

responsibility for such Adverse Claim(s) shall be in

addition to, and shall not be included in, Seller's

maximum liability as established under Section 14.15

below.

<PAGE>

(k) Evidence of Authority. Documentation to establish to the

reasonable satisfaction of Buyer and the Title Company the due

authorization of execution by the parties comprising Seller of

all documents contemplated by this Agreement.

(l) Letter to Tenants. A letter to Tenants under the Leases and to

the vendors under Contracts which are assumed by Buyer

advising that future rent payments and invoices under

Contracts are to be sent to Buyer at the address specified in

Section 15.9 hereof or to such other address as Buyer shall

specific prior to the Closing Date.

(m) Termination of Leasing and Management Agreement. A termination

of the Leasing and Management Contract with the existing

management and leasing agent for the Property, including a

certification by Seller and Seller's agent that such agent has

been paid all management and leasing fees due and payable to

it on or before the Closing Date, and that no management or

leasing fees or commissions are thereafter payable to it (or

to any other real estate or leasing agent or broker with whom

it has dealt) by Buyer except with respect to New Leases

approved by Buyer. The certifications in such agreement shall

survive Closing.

(n) Termination of Other Affiliate Contracts. A certification

executed by Seller and its management and leasing agent, on

behalf of themselves and all affiliated entities

(collectively, the "Colonial

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