AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT

Stock Purchase Agreement

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FELDMAN MALL PROPERTIES, INC. | HOCKER NORTHGATE HOLDINGS I, INC., | HOCKER NORTHGATE GROUP, LLC,

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Title: AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Governing Law: Ohio Date: 8/15/2005
Law Firm: David Hocker & Associates, Inc.;Wyatt, Tarrant & Combs, LLP; Taft, Stettinius & Hollister LLP

AMENDED AND RESTATED

MEMBERSHIP INTEREST PURCHASE AGREEMENT

AMONG

HOCKER NORTHGATE HOLDINGS I, INC.,
a Kentucky corporation,

and

HOCKER NORTHGATE GROUP, LLC,
a Kentucky limited liability company

as Sellers

DAVID E. HOCKER,
an individual

as Sellers’ Representative Guarantor

AND

FMP NORTHGATE LLC,
a Delaware limited liability company,
as Purchaser

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TABLE OF CONTENTS


ARTICLE 1. DEFINITIONS				1

Section 1.1.

Definitions


ARTICLE 2. AGREEMENT; PURCHASE PRICE	11

Section 2.1.

Agreement to Sell and Purchase


ARTICLE 3. DEPOSIT	11


ARTICLE 4. SURVEY AND TITLE COMMITMENT	11

Section 4.1.

Title and Survey


ARTICLE 5. INSPECTION, AUDIT AND FINANCING	12

Section 5.1.

Access

Section 5.2.

Confidentiality

Section 5.3.

Reporting


ARTICLE 6. CONDITIONS PRECEDENT, CASUALTY DAMAGE OR CONDEMNATION	14

Section 6.1

Conditions Precedent Favoring Purchaser

Section 6.2.

Conditions Precedent Favoring Sellers

Section 6.3.

Risk of Loss

Section 6.4.

Condemnation

Section 6.5.

Leasing and Other Activities Prior to Closing.


ARTICLE 7. REPRESENTATIONS, WARRANTIES AND COVENANTS	20

Section 7.1.

Purchaser’s Representations

Section 7.2.

Representations of Sellers and Sellers’ Representative

Section 7.3.

Knowledge of Sellers’ Representative

Section 7.4.

Limited Representations

Section 7.5.

Survival of Representations


ARTICLE 8. CLOSING	29

Section 8.1.

Closing Date

Section 8.2.

Seller’s Closing Deliveries

Section 8.3.

Purchaser’s Deliveries

Section 8.4.

Hart-Scott-Rodino.

Section 8.5.

Costs and Prorations

Section 8.6.

Tenant Notification Letters

Section 8.7.

SEC Compliance


ARTICLE 9. COMMISSIONS	38

Section 9.1.

Commissions


ARTICLE 10. TERMINATION AND DEFAULT	38

Section 10.1.

Termination without Default

Section 10.2.

Purchaser’s Default

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Section 10.3.

Seller’s Default

Section 10.4.

Survival of Representations and Warranties

Section 10.5.

Indemnification by the Sellers’ Representative and Sellers

Section 10.6.

Indemnification by the Purchaser

Section 10.7.

Indemnification Procedures

Section 10.8.

Limitation on Indemnities of Sellers’ Representative and Sellers’ Representative Guarantor

Section 10.9.

Limitation on Consequential Damages


ARTICLE 11. MISCELLANEOUS	42

Section 11.1.

Entire Agreement

Section 11.2.

Binding On Successors and Assigns

Section 11.3.

Assignment by Purchaser

Section 11.4.

1031 Exchange

Section 11.5.

Waiver

Section 11.6.

Governing Law.

Section 11.7.

Counterparts; Facsimiles

Section 11.8.

Notices

Section 11.9.

Attorneys’ Fees

Section 11.10.

Time Periods

Section 11.11.

Modification of Agreement

Section 11.12.

Further Instruments

Section 11.13.

Descriptive Headings; Word Meaning

Section 11.14.

Time of the Essence

Section 11.15.

Construction of Agreement

Section 11.16.

Severability

Section 11.17.

No Recording

Section 11.18.

No Implied Agreement

Section 11.19.

Sellers’ Representative

Section 11.20.

Waiver of Indemnification Rights

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AMENDED AND RESTATED

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of May 13, 2005 by and among (a) HOCKER NORTHGATE HOLDINGS I, INC. , a Kentucky corporation, (“ Holdings ”), (b) HOCKER NORTH GATE GROUP, LLC, a Kentucky limited liability company (“ Group ”) (Holdings and Group each individually a “ Seller ” and collectively, the “ Sellers ”), (c) FMP NORTHGATE LLC, a Delaware limited liability company (the “ Purchaser ”), (d) HOCKER NORTHGATE HOLDINGS I, INC. , a Kentucky corporation, in its capacity as the initial representative and agent of the Sellers (the “ Sellers’ Representative ”), and (e) DAVID E. HOCKER, an individual, in his capacity as a guarantor of obligations of Sellers’ Representative (the “ Sellers’ Representative Guarantor ”). This Agreement amends and restates in its entirety that certain Membership Interest Purchase Agreement (the “Original Agreement”) dated April 27, 2005 (the “Effective Date”) between the parties; hereafter the Original Agreement shall have no further force or effect and this Agreement shall govern.

RECITALS

A. Holdings owns 1% and Group owns 99% of the membership interests (collectively, the “ Subject Interests ”) in NORTHGATE PARTNERS, LLC, a Kentucky limited liability company (the “ Company ” or “ Owner ”).


B. Owner is the owner of certain real property located in Cincinnati, Hamilton County, Ohio as described herein on which certain improvements have been constructed comprising the retail shopping center commonly known as Northgate Mall.


C. Purchaser desires to purchase and Sellers desire to sell the Subject Interests pursuant to the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1.
DEFINITIONS

Section 1.1. Definitions. For purposes of this Agreement, capitalized terms not otherwise defined herein have the meanings set forth below:

“ Additional Rent ” shall mean all payments of Operating Expenses, administrative charges, reimbursements of Real Estate Taxes, merchant or project association dues, promotional fund contributions, retroactive rent escalations, insurance cost reimbursements and all other amounts and charges payable by Tenants to Owner, under their Leases (other than Minimum Rent and Percentage Rent), but shall not include Security Deposits.

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“ Affiliate ” means, with respect to any Person: (a) any Person directly or indirectly controlling, controlled by or under common control with such Person; (b) any Person owning or controlling ten percent (10%) or more of the outstanding voting securities of such Person; (c) any officer, director, managing member, manager or general partner of such Person; or (d) any Person who is an officer, director, managing member, manager general partner, trustee or holder of ten percent (10%) or more of the voting securities of any Person described in clauses (a) through (c) of this subparagraph.

“ Anchor Tenant ” shall mean each of Sears, J. C. Penney, Macy’s and Dillard’s.

“ Applicable Laws ” shall mean any applicable building, zoning, subdivision, environmental, health, safety or other governmental laws, statutes, ordinances, resolutions, rules, codes, regulations, orders, permits or determinations of any Governmental Authority.

“ Applicable Percentage Rent Fiscal Year ” shall have the meaning set forth in Section 8.5(d) .

“ Assignment of Membership Interests ” shall mean an Assignment of Membership Interests substantially in the form attached hereto as Exhibit F .

“ Balance Sheet ” shall have the meaning set forth in Section 7.2(a)(xv) .

“ Borders ” shall mean Borders, Inc., one of the Tenants.

“ Borders Deficiency ” shall have the meaning set forth in Section 8.2(x) .

“ Borders Estoppel ” shall mean an estoppel certificate executed on behalf of Borders.

“ Borders Improvement Allowance ” shall mean the sum of $760,000 plus interest thereon at a rate of 9.88% per annum calculated as set forth in the Borders Improvement Allowance Repayment Letter.

“ Borders Improvement Allowance Repayment Letter ” shall mean the letter (including attachments thereto) dated April 11, 2005 from Owner to Borders informing Borders of the additional monthly charge to its account to be effected in order to repay to Owner the Borders Improvement Allowance.

“ Business Day ” shall mean any day of the week other than Saturday, Sunday, or a day on which banking institutions in Cincinnati, Ohio are obligated or authorized by law or executive action to be closed to the transaction of normal banking business.

“ Calendar Year of Proration ” shall mean the calendar year in which the Closing occurs.

“ CAM Calculation Claims ” shall have the meaning stated in Exhibit .

“ Closing ” shall mean the consummation of the purchase and sale of the Subject Interests pursuant to the terms of this Agreement.

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“ Closing Date ” shall mean the later of (a) the date that is thirty (30) Business Days after the execution of the Agreement by Purchaser and Sellers, or (b) five (5) Business Days after the Sellers have delivered all the closing deliveries set forth in Section 8.2(f) , (g) , (h) , (i) , (s) , (t) , (u) , (v) , (w) , (y) , (z) , (aa) and (bb) .

“ Closing Statement ” shall mean an itemized statement of the Purchase Price and deductions therefrom and additions thereto made pursuant to the allocations of costs and prorations and any other sums determined as required pursuant to this Agreement in order to calculate the resulting net amount payable to Sellers in consideration of the transfer to Purchaser of the Subject Interests.

“ Code ” shall mean the Internal Revenue Code of 1986, and all amendments thereto and all regulations issued thereunder.

“ Commission ” shall have the meaning set forth in Section 8.7 .

“ Company ” shall have the meaning set forth in the Recitals.

“ Consent ” means any approval, consent, ratification, waiver or other authorization.

“ Consequential Damages ” shall mean any and all Damages that are or are in the nature of special or consequential, or punitive or exemplary damages.

“ Confidential Information ” shall mean all information concerning the Shopping Center, the Property, the Leases, the Tenants, the Operating Agreement, the Subject Interests, the Company and the Sellers, excluding information that is available to the general public from sources other than disclosure by Purchaser or its agents in violation of this Agreement.

“ Contracts ” shall mean all service, maintenance, construction, management, leasing, brokerage and other contracts of whatever nature to which the Owner is bound and that are now existing or are entered into after the date hereof in accordance with the terms hereof, except that the term “Contracts” shall not be deemed to include the Leases or the Operating Agreement.

“ Damages ” shall mean, as to any Person, any and all losses, liabilities, damages, claims, awards, costs and expenses (including, but not limited to, reasonable attorneys’ fees) suffered or incurred by such Person.

“ Delinquent Rent ” shall mean Rent which is due and payable by a Tenant on or before the Closing but has not been paid in collected funds by the Closing.

“ Deposit ” shall have the meaning set forth in Section 3.1(b) .

“ Effective Date ” means the date of this Agreement first set forth above.

“ Environmental Laws ” means all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders and decrees now enacted, promulgated, or amended, of the United States, the states, the counties, the cities or any other political subdivisions in which the Real Property is located and any other political subdivision, agency or instrumentality exercising jurisdiction over the Owner, the Real Property or the use of the Real Property relating to pollution, the protection or regulation of human health, natural resources or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or waste into the environment (including ambient air, surface water, ground water or land or soil).

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“ Escrow Account ” shall have the meaning set forth in Section 10.8(c) .

“ Escrow Agent ” shall mean the office of the Title Company in Columbus, Ohio.

“ Escrow Agreement ” shall have the meaning set forth in Section 10.8(c) .

“ Existing Survey ” shall mean the survey that was prepared by Van Horn, Hoover & Associates, Inc., dated March 29, 2000 and revised September 12, 2002.

“ Existing Title Policy ” shall mean, collectively, the Owner’s Policy of Title Insurance No. 0-9993-1874525 issued by Stewart Title Guaranty Company in favor of Owner dated July 24, 2000, and the Loan Policy of Title Insurance No. M-9994-5331177 issued by Stewart Title Guaranty Company in favor of the Senior Lender dated October 10, 2002, as modified by Endorsement No. 1 thereto dated November 11, 2002.

“ Federated Estoppel ” shall mean an estoppel certificate executed on behalf of Federated Department Stores or its successors, substantially in the form attached hereto as Exhibit D .

“ Final Closing Adjustment ” shall have the meaning set forth in Section 8.5(o) .

“ Governmental Authority ” shall mean any federal, state, county, municipal or other government or any governmental or quasi-governmental agency, department, commission, board, bureau, officer or instrumentality, foreign or domestic, or any of them.

“ Gross Purchase Price ” shall have the meaning set forth in Section 2.2 .

“ Guaranty ” shall have the meaning set forth in Section 10.8(d) .

“ Hager ” shall mean Hager Northgate, LLC, a Kentucky limited liability company.

“ Hager Redemption ” shall have the meaning set forth in Section 6.1(h) .

“ Hazardous Materials ” shall mean any substance which is or contains: (i) any “hazardous substance” as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.) or any regulations promulgated thereunder; (ii) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) or regulations promulgated thereunder; (iii) any substance regulated by the Toxic Substances Control Act (15 U.S.C. Section 2601 et. seq.); (iv) gasoline, diesel fuel or other petroleum hydrocarbons; (v) asbestos and asbestos containing materials, in any form, whether friable or nonfriable; (vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are now classified or considered to be hazardous or toxic under any Environmental Laws other than mold or other microbial contaminants, as to which potential contaminants the Sellers make no representations.

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“ Hocker Northgate Holdings I ” shall mean Hocker Northgate Holdings I, Inc., a Kentucky corporation.

“ Housekeeping Employees ” shall have the meaning set forth in Section 7.2(a)(vi) .

“ HSR Act ” shall have the meaning set forth in Section 8.4 .

“ Improvements ” shall mean all buildings, structures, improvements, fixtures, systems and facilities located on the Land, excluding items owned by Tenants.

“ Indemnified Party ” shall have the meaning set forth in Section 10.7 .

“ Indemnitor ” shall have the meaning set forth in Section 10.7 .

“ Initial Deposit ” shall have the meaning set forth in Section 3.1(a) .

“ Intangible Property ” shall mean all of Owner’s right, title and interest, if any, in all intangible assets pertaining to the development, construction, ownership, or operation or otherwise relating to the Shopping Center, Real Property or Personal Property, including all of Owner’s right, title and interest, if any, in all (a) warranties and guaranties (including performance bonds obtained by or for the benefit of Owner) relating to the Real Property or Personal Property, (b) all licenses, permits and approvals relating to the Real Property or Personal Property, (c) all logos and tradenames and telephone exchange numbers and domain names, web sites or web addresses relating to the Real Property, Personal Property or the Shopping Center, (d) all contract rights (including but not limited to those under the Contracts), and (e) all plans and specifications relating to the Leased Land, Improvements or Personal Property, in each case to the extent that Sellers are not prohibited by any statute, order, rule or regulation from legally transferring the same.

“ Land ” shall mean the land described on Exhibit A attached hereto, together with all privileges, rights, easements and appurtenances belonging to such land and all right, title and interest (if any) of Owner in and to any streets, alleys, passages or other rights-of-way or appurtenances included in, adjacent to or used in connection with such land and all right, title and interest (if any) of Owner in all mineral rights appurtenant to such land.

“ Large Non-Anchor Tenant ” shall mean each Tenant, other than an Anchor Tenant, that leases five thousand (5,000) or more square feet of Improvements in the Shopping Center.

“ Lease Proposal Notice ” shall mean a written notice from Sellers to Purchaser in accordance with Section 6.5(a) that: (a) identifies a Tenant or proposed Tenant; (b) contains a term sheet, letter of intent or other description of the material business terms of a proposed Lease Transaction; and (c) contains any relevant financial information about the Tenant or proposed Tenant that is in Sellers’ possession or control.

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“ Lease Transaction ” shall mean any of the following actions by Owner with respect to any Lease (or proposed Lease): (a) the execution of any new Lease; (b) the renewal or modification of any Lease, or the consent to any assignment of or subletting under any Lease, other than any renewal, expansion, assignment or subletting that Owner is obligated to enter into or approve under the terms of the Leases; (c) the termination of any Lease, or (d) the modification or release of any guaranty of any of the obligations of any Tenant under any Lease.

“ Leases ” shall mean all leases, subleases, licenses and other agreements including all amendments, extensions, modifications and supplements thereto in each case, pursuant to which any Person leases, occupies or subleases or agrees to lease, occupy or sublease any part of the Real Property or otherwise is granted the right now or prospectively to use or occupy any part of the Real Property.

“ Management Waiver ” shall have the meaning set forth in Section 6.1(n) .

“ Merchant Association Accounts ” shall mean those accounts in which are maintained all Promotional Funds.

“ Minimum Rent ” shall mean all base rent, minimum rent or basic rent payable in fixed installments and fixed amounts for stated periods by Tenants under their Leases.

“ NMI ” shall have the meaning set forth in Section 7.2(a)(xxv) .

“ NMI Contracts ” shall have the meaning set forth in Section 7.2(a)(xxv) .

“ Northgate Investments ” shall mean Northgate Investments, LLC, a Kentucky limited liability company of which the Northgate Investments Members are the sole members.

" Northgate Investments Members " means Group and Hocker Northgate Holdings II, Inc., a Kentucky corporation, of which Sellers' Representative Guarantor is a majority stockholder.

“ Northgate Investments Property ” means real property adjoining a portion of the Land that is owned in fee simple by Northgate Investments and that is more particularly described in the Limited Warranty Deed dated June 1, 2000, recorded in Official Record Book 8323, Page 1356, in the Office of the Recorder of Hamilton County, Ohio on July 24, 2000.

" Northgate Investments Property Contract " means a binding contract between Purchaser or, at Purchaser's option, an affiliate of Purchaser, to acquire the fee simple title to the Northgate Investments Property from Northgate Investments for an allocation of a portion of the Gross Purchase Price to be mutually agreed between the parties to the Northgate Investments Property Contract.

“ Operating Agreement ” shall mean that certain Operating Agreement dated July 24, 1970, recorded in Mortgage Book 3777, Page 225, in the Hamilton County, Ohio Registered Land Records, and also recorded at Plat Book 28, Pages 10 through 13 in the Hamilton County, Ohio Registered Land Records, as amended by First Amendment Agreement to Operating Agreement dated December 16, 1974, recorded in Mortgage Book 4123, Page 1261, in the Hamilton County, Ohio Registered Land Records, as amended by Second Amendment to Operating Agreement dated April 29, 1975, recorded in Mortgage Book 4123, Page 1673, in the Hamilton County, Ohio Registered Land Records, as amended by Third Amendment to Operating Agreement dated November 2, 1988, recorded in Mortgage Book 4878, Page 1618, in the Hamilton County, Ohio Registered Land Records, and as further amended by Amendment to and Restatement of Operating Agreement dated September 18, 1992, recorded in Official Record 5959, Page 1412, in the Hamilton County, Ohio Registered Land Records, including any amendment thereto.

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“ Operating Agreement Tenants ” shall mean Sears, Roebuck & Co., J. C. Penney, Inc., Dillard’s Stores, Inc., and their respective successors and assigns.

“ Operating Expenses ” shall mean all costs, expenses, charges and fees relating to the ownership, management, operation, maintenance and repair of the Property, including but not limited to electricity, gas, water and sewer charges, telephone and other public utilities, common area maintenance charges, insurance premiums, vault charges, personal property taxes, excise taxes on Rent, business occupational taxes, Sellers’ contributions to merchant or project associations or to promotional funds, periodic charges payable under Contracts to which Owner is a party, periodic fees payable under transferable licenses for the construction or operation of the Improvements, and periodic charges under the Operating Agreement, but not including any costs, expenses, charges or fees which are the direct responsibility of a Tenant.

“ Operating Statement ” shall have the meaning set forth in Section 7.2(a)(xv) .

“ Owner ” shall have the meaning set forth in the Recitals.

“ Ownership Representations ” shall mean all those representations contained in Section 7.2 .

“ Percentage Only Rent ” shall mean any rent based on a Tenant’s gross receipts or gross sales payable under a Lease that does not require or requires only negligible payment of Minimum Rent.

“ Percentage Rent ” shall mean any rent in excess of the Minimum Rent and based on a Tenant’s gross receipts or gross sales, payable under a Lease, but the term shall exclude Percentage Only Rent.

“ Permitted Exceptions ” shall mean: (a) all matters shown on the Title Commitment or the Survey, in accordance with Section 4.1 , as to which Purchaser does not make a written objection on or before the Title Objection Date and those matters as to which Purchaser does so object but which either are waived or cured in accordance with Section 4.1 ; (b) those Leases shown on the Rent Roll or entered into after the date hereof in accordance with the terms of this Agreement; (c) all matters, whether or not of record, that arise out of the actions of Purchaser or its agents, employees, representatives or contractors; (d) the terms, covenants and conditions of the Operating Agreement; (e) the Senior Loan; and (f) all matters that the Title Company is willing to insure over in a manner satisfactory to Purchaser in the exercise of Purchaser’s reasonable business judgment without additional premium or indemnity and to which Purchaser has consented in the exercise of Purchaser’s reasonable business judgment.

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“ Person ” shall mean any individual, estate, trust, partnership, limited liability company, limited liability partnership, corporation, governmental agency or other legal entity and any unincorporated association.

“ Personal Property ” shall mean that personal property listed on Exhibit A-1 attached hereto and any other furniture, office, maintenance, computer telecommunications and other equipment, and machinery, inventories, supplies, signs, trade fixtures and other tangible personal property located on the Real Property that is owned by the Company.

“ Promotional Funds ” shall mean all funds of any merchant association or otherwise held by or for the benefit of or payable to Owner for the purpose of paying promotional or publicity charges for the Shopping Center, including funds derived from payments made by Tenants and funds derived from optional or mandatory contributions by Owner.

“ Property ” shall mean, collectively, the Personal Property, the Real Property and the rights appurtenant to the Real Property under or with respect to the Operating Agreement, the Leases and the Intangible Property.

“ Purchase Price ” shall mean the purchase price for the Subject Interests as specified in Section 2.2 .

“ Purchaser Designees ” shall have the meaning set forth in Section 5.1 .

“ Purchaser Indemnified Party ” shall have the meaning set forth in Section 10.5(a) .

“ Purchaser Title Objections ” shall have the meaning set forth in Section 4.1 .

“ Purchaser’s Surviving Obligations ” shall mean Purchaser’s indemnification obligations under Sections 5.1 and 9.1 .

“ Real Estate Taxes ” shall mean all taxes, agreements in lieu of taxes, assessments, vault rentals, and other charges, if any, general, special or otherwise (including penalties, fines and any other additions thereto) and, including, without limitation, all assessments for schools, public betterments and general or local improvements, levied or assessed upon or with respect to the ownership of and/or all other taxable interests in the Real Property imposed by any public or quasi-public authority.

“ Real Property ” shall mean, collectively, the Land and the Improvements.

“ Reimbursable Expenses ” shall mean all or a portion of the Operating Expenses or Real Estate Taxes, or both, which are taken into account under a Tenant’s Lease in determining the amount of Additional Rent payable by the Tenant.

“ Released Obligations ” shall have the meaning set forth in Section 7.1(g) .

“ Rent ” shall mean, collectively, Minimum Rent, Percentage Only Rent, Percentage Rent and Additional Rent.

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“ Rent Roll ” shall mean a schedule of the commencement date, expiration date, base rent, Security Deposits and size of the leased space for each Lease, as certified by the Sellers, substantially in the form attached hereto as Exhibit C .

“ Reports ” shall mean those written reports relating to the environmental condition of the Property provided by Sellers or their agents to Purchaser and listed on Exhibit E .

“ Representations of Sellers’ Representative ” shall mean the representations and warranties of the Sellers’ Representative expressly set forth in Section 7.2 .

“ Required Tenants ” shall have the meaning set forth in Section 6.1 .

“ Security Deposits ” shall mean all security deposits, access card or key deposits, cleaning fees and other deposits relating to space within the Real Property paid by Tenants to Owner or its managing agent, as set forth on the Rent Roll.

“ Seller Indemnified Party ” shall have the meaning set forth in Section 10.6 .

“ Seller Parties ” shall mean (a) Sellers, (b) Sellers’ direct and indirect owners, (c) Sellers’ respective agents, officers, directors, trustees, advisors, managers, owners and employees, and (d) the agents, officers, directors, trustees, advisors, managers, owners and employees of the Sellers’ direct and indirect owners.

“ Sellers’ Estoppel Certificate ” shall mean an estoppel certificate from the Sellers’ Representative substantially in the form attached hereto as Exhibit B-1 .

“ Sellers’ Representative ” shall mean the representative of the Sellers appointed in accordance with Section 11.19 hereof. Holdings shall serve as the initial Sellers’ Representative.

“ Sellers’ Representative Guarantor ” shall mean David E. Hocker, an individual.

“ Sellers’ Title Election Period ” shall have the meaning set forth in Section 4.1 .

“ Senior Lender ” means Column Financial, Inc., a Delaware corporation, or its successor or assign.

“ Senior Loan ” means the $82,000,000.00 loan from the Senior Lender to the Owner pursuant to that certain Loan and Security Agreement dated as of October 10, 2002.

“ Shopping Center ” shall mean that certain shopping center containing approximately 1,100,000 square feet of gross leasable area and located at 9501 Colerain Pike, Cincinnati, Ohio, commonly known as the Northgate Mall. The Land and Improvements constitute a portion of the Shopping Center.

“ Small Non-Anchor Tenant ” shall mean all Tenants other than Anchor Tenants and Large Non-Anchor Tenants.

“ Subject Interests ” shall have the meaning set forth in the preamble.

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“ Supplemental Agreements ” means those certain Supplemental Agreements with Sears, Roebuck and Co., J.C. Penney Company, Inc. and Dillard’s (formerly The McAlpin Company) more particularly described on Exhibit O attached hereto.

“ Survey ” shall mean an ALTA “as built” survey of the Real Property, by a licensed surveyor or registered professional engineer selected by Sellers’ Representative and reasonably acceptable to Purchaser.

“ Surviving Representations of the Sellers ” shall mean those representations of Sellers contained in Sections 7.2(a) , 7.2(b) and 7.2(c) .

“ Taxes ” shall have the meaning set forth in Section 7.2(a)(xvii) .

“ Tax Returns ” shall have the meaning set forth in Section 7.2(a)(xvii) .

“ Tenants ” shall mean all Persons leasing or occupying space within the Real Property pursuant to the Leases.

“ Tenant Notification Letters ” shall have the meaning set forth in Section 8.6 .

“ 1031 Exchange ” shall have the meaning set forth in Section 11.4 .

“ Term Sheet ” means that certain Term Sheet dated March 21, 2005 between Owner and Purchaser as promulgated by Granite Partners, LLC.

“ Title Commitment ” shall mean a commitment for title insurance in the amount of $112,500,000 issued by either an agent for, or the office of, the Title Company in Columbus, Ohio.

“ Title Company ” shall mean Stewart Title Guaranty Company or such other nationally recognized title underwriter as is selected by Purchaser and reasonably acceptable to Sellers’ Representative.

“ Title Objection Date ” shall mean the date that is five (5) Business Days after the later of the Effective Date or receipt of the Title Commitment and Updated Survey.

“ Title Objection Notice ” shall have the meaning set forth in Section 4.1 .

“ Updated Survey ” shall mean an updated Survey of the Existing Survey.

“ Utility Deposits ” shall mean all deposits made by Owner with the Persons providing water, sewer, gas, electricity, telephone and other public utilities to the Real Property.

“ Zoning Certificate ” shall have the meaning set forth in Section 6.1(i) .

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ARTICLE 2.
AGREEMENT; PURCHASE PRICE


Section 2.1. Agreement to Sell and Purchase. Subject to the terms and provisions hereof, Sellers agree to sell the Subject Interests to Purchaser, and Purchaser agrees to purchase the Subject Interests from Sellers.

Section 2.2 Purchase Price . The Purchase Price for the Subject Interests shall be [i] One Hundred Ten Million Dollars ($110,000,000) (the “ Gross Purchase Price ”), minus [ii] the sum of (a) the outstanding principal, interest and other amounts owing under the Senior Loan on the date of transfer of the Subject Interests, plus (b) any portion of the Gross Purchase Price allocated as consideration for the acquisition of the Northgate Investments Property pursuant to the Northgate Investments Property Contract. Subject to the adjustments and apportionments as hereinafter set forth, the Purchase Price shall be paid to Sellers on the Closing Date by wire transfer of immediately available funds.

ARTICLE 3.
DEPOSIT

Section 3.1 Deposits .

(a) Concurrently with the execution hereof, Purchaser caused Three Million Dollars ($3,000,000) (together with all interest and earnings thereon, the “ Initial Deposit ”) to be deposited with Escrow Agent.


(b) The Initial Deposit (the “ Deposit ”) shall be held in a segregated “money market” account reasonably approved by Sellers and Purchaser pursuant to escrow instructions consistent with Section 3.1 reasonably approved by Sellers and Purchaser. The Deposit shall be applied to the Purchase Price if the Closing occurs. In the event that the Closing does not occur by the Closing Date, the Deposit shall be disbursed as provided herein.

ARTICLE 4.
SURVEY AND TITLE COMMITMENT

Section 4.1. Title and Survey . Purchaser shall have until the Title Objection Date to give Sellers’ Representative one or more written notices (collectively, the “ Title Objection Notice ”) that set forth in reasonable detail any objections that Purchaser has to title or survey matters affecting the Real Property (the “ Purchaser Title Objections ”). Sellers’ Representative shall have five (5) Business Days from its receipt of Title Objection Notice (“ Sellers’ Title Election Period ”) to give Purchaser notice as to whether Sellers elect to cure the Purchaser Title Objections no later than five (5) Business Days prior to the Closing Date. If Sellers do not timely elect to cure any one or more of the Purchaser Title Objections and give notice thereof to Purchaser, Purchaser shall have until two (2) Business Days after such notice to determine whether to take title to the Subject Interests subject to such matters (in which event such Purchaser Title Objections shall constitute Permitted Exceptions) or to terminate this Agreement, in which event the Deposit shall be immediately returned to Purchaser. If Sellers timely elect to use reasonable efforts to cure any one or more of the Purchaser Title Objections, Sellers shall have until five (5) Business Days prior to the Closing Date to complete such cure to the satisfaction of Purchaser in the exercise of Purchaser’s reasonable business judgment, failing which Purchaser shall have the option of either, as the sole remedy of Purchaser, accepting the title as it then is or demanding a refund of the Deposit, which shall immediately be returned to Purchaser; thereupon, except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2 , Purchaser and Sellers shall have no further obligations or liabilities under this Agreement. If Sellers elect to cure any one or more Purchaser Title Objections, Sellers shall correct such Purchaser Title Objections on or before the fifth (5 ^th ) Business Day prior to the Closing Date, provided that Sellers shall be required to cure (and Purchaser need not give a Purchaser Title Objection to) any title exception that can be cured by the payment of money or, if acceptable to Purchaser, the posting of bond (such as, by way of example and not limitation, delinquent real estate taxes and mechanics liens). In the event Sellers elect to cure any Purchaser Title Objection and the same is not cured by the fifth (5 ^th ) Business Day prior to the Closing Date and this Agreement is terminated, in whole or in part, as a result of such failure of Sellers to cure such Purchaser Title Objections that cannot be cured by the payment of money or posting of bond in form reasonably acceptable to Purchaser, the Deposit shall be released to Purchaser as Purchaser's sole remedy for such failure to cure.

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ARTICLE 5.
INSPECTION, AUDIT AND FINANCING

Section 5.1. Access During the pendency of this Agreement, Purchaser, personally or through its authorized agent or representative (Purchaser and such Persons are referred to collectively as the “ Purchaser Designees ”), shall be entitled upon reasonable advance notice to Sellers’ Representative to enter upon the Real Property during normal business hours and shall have the right to make such investigations and conduct discussions with Tenants as Purchaser deems necessary or advisable, subject to and in accordance with the following: (a) such access shall not violate any law or agreement to which Owner or any Seller is a party or otherwise expose Owner or any Seller, solely as a result of such access, to a material risk of liability; (b) Sellers shall cooperate with Purchaser as reasonably requested by Purchaser from time to time in facilitating such activities of the Purchaser Designees, and Purchaser shall identify such Purchaser Designees to Sellers promptly from time to time upon request of Sellers; (c) Purchaser Designees shall not unreasonably interfere with the use, occupancy or enjoyment of any Tenant or subtenants of the Shopping Center or their respective employees, contractors, customers or guests; (d) none of the Purchaser Designees shall inflict physical damage to the Shopping Center or any portion thereof that is not repaired by Purchaser; (e) upon request from Sellers’ Representative, before any Purchaser Designee enter onto the Shopping Center, Purchaser shall deliver to Sellers’ Representative a certificate of insurance naming each of Owner and each Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of not less than $1,000,000 per occurrence for bodily or personal injury or death and $1,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews and all communications with Tenants on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller Parties against, and hold the Seller Parties harmless from, all loss, liability, claims, costs (including reasonable attorneys’ fees), liens and damages to the extent resulting from or relating to any gross negligence or intentional misconduct in performing the activities of Purchaser Designees under this Section 5.1 ; and (g) without the prior written consent of Sellers’ Representative, which shall not be unreasonably withheld or delayed, Purchaser shall not conduct any Phase II exams, soil borings or other invasive tests on or around the Real Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement.

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Section 5.2. Confidentiality .

(a) Purchaser shall hold all Confidential Information in confidence and shall not at any time disclose or permit the disclosure of the Confidential Information to any Person without the prior written consent of Sellers’ Representative. Purchaser further agrees to use the Confidential Information only for purposes of evaluating the Subject Interests, the Owner and the Property in connection with its purchase of the Subject Interests in accordance with the terms of this Agreement. Notwithstanding the foregoing, (i) Purchaser may disclose the Confidential Information to its Affiliates, its permitted assignees hereunder, and their respective legal counsel, accountants, lenders and similar third parties and Purchaser Designees that Purchaser reasonably concludes need to review the Confidential Information in connection with Purchaser’s purchase of the Subject Interests in accordance with the terms of this Agreement, and (ii) provided that Purchaser first shall provide written notice thereof to Sellers’ Representative, Purchaser may disclose the Confidential Information to the extent that such disclosure is required by law or court order. If this Agreement is terminated before the Closing, Purchaser promptly shall return the Confidential Information to Sellers’ Representative and shall not retain copies thereof or, at Purchaser’s option, certify that it has destroyed, and has caused every Person to whom the Purchaser or any party described in Section 5.2(a)(i) hereof has delivered the Confidential Information to have destroyed,. all copies of such Confidential Information. Other than to the extent required by law, neither Sellers nor Purchaser prior to Closing shall make any public announcements concerning the sale of the Subject Interests or the ultimate ownership of the Property pursuant to this Agreement without first obtaining the prior written consent of the other (which consent may be given by Seller’s Representative for all the Sellers). The provisions of this paragraph shall survive any termination of this Agreement but shall not survive Closing.


(b) Sellers and Purchaser hereby agree that the covenants made in this Section 5.2 shall be construed as an agreement independent of any other provision of this Agreement and shall survive any order of a court of competent jurisdiction terminating any other provision of this Agreement.

Section 5.3. Reporting. In the event that Purchaser’s due diligence reveals any condition of the Shopping Center that in Purchaser’s judgment requires disclosure to any Governmental Authority, Purchaser shall immediately notify Sellers’ Representative thereof. In such event, Sellers, and not Purchaser or anyone acting on Purchaser’s behalf, shall make such disclosures as Sellers deem appropriate. Notwithstanding the foregoing, Purchaser may disclose matters concerning the Subject Interests or the Property to a Governmental Authority if (a) in the written opinion of Purchaser’s outside legal counsel, Purchaser is required by law to make such disclosure, and (b) to the extent in Purchaser’s judgment not in conflict with applicable law, Purchaser gives Sellers’ Representative not less than ten (10) days prior written notice of the proposed disclosure, together with a copy of such legal opinion.

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ARTICLE 6.
CONDITIONS PRECEDENT, CASUALTY DAMAGE OR CONDEMNATION

Section 6.1. Conditions Precedent Favoring Purchaser. In addition to any other conditions precedent in favor of Purchaser as may be expressly set forth elsewhere in this Agreement, Purchaser’s obligations under this Agreement are subject to the timely fulfillment of the conditions set forth in this Section 6.1 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or in part only by written notice of such waiver from Purchaser to Sellers’ Representative.

(a) Sellers shall have delivered, or caused to be delivered, all of the items required by Section 8.2 hereof.


(b) Sellers shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Sellers prior to or at the Closing.


(c) On the Closing Date, the representations of Sellers’ Representative set forth in Section 7.2 shall be true, complete and accurate in all material respects, subject to: (i) changes that are caused by the negligent acts or omissions or willful misconduct of Purchaser or its agents or affiliates or their officers, agents or employees, and (ii) casualty or condemnation (which shall be governed by Sections 6.3 and 6.4 , respectively). Casualty and condemnation shall in all events be governed by Sections 6.3 and 6.4 , respectively, and not by this Section 6.1(c) .


(d) Purchaser shall have received the Federated Estoppel as well as estoppel certificates confirming the accuracy in all material respects of the Rent Roll and the absence of material defaults and asserted offsets, claims or defenses from the following (collectively, the “ Required Tenants ”): (i) each Anchor Tenant; (ii) each Large Non-Anchor Tenant; and (iii) a sufficient number of Small Non-Anchor Tenants so that, in the aggregate, Purchaser receives estoppel certificates (excluding any Sellers’ Estoppel Certificates delivered in accordance with Section 6.1(e) hereof) that cover not less than seventy-five percent (75%) (by net rentable square feet) of all of the Improvements that are leased by Owner to all Small Non-Anchor Tenants. The disclosure or expression of any facts, claims or information by Tenants in their completed estoppel certificates shall not be deemed a material variation from the form required if such facts, claims or information were disclosed to Purchaser by letter from Seller before the Effective Date or as part of the Rent Roll.


(e) Notwithstanding the foregoing, Sellers shall provide to Purchaser Sellers’ Estoppel Certificates confirming the accuracy in all material respects of the Rent Roll and the absence of material defaults and asserted offsets, claims or defenses for all Leases for which Seller does not receive estoppel certificates from the Tenants, and no such Seller Estoppel Certificate shall be considered in determining compliance with the requirements of Section 6.1(d) .All estoppel certificates required hereby from Tenants shall be substantially in the form attached hereto as Exhibit B ; provided, however, that an estoppel certificate containing all information required under an applicable Lease shall be sufficient for the purpose of satisfying the requirements of Section 6.1(d) . All estoppel certificates shall be dated after the date of this Agreement and all completed estoppel certificates shall be delivered to Purchaser within three (3) Business Days upon receipt by any Seller Party.

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(f) Northgate Investments shall have performed all of its obligations to be performed as a condition to the closing under the Northgate Investments Property Contract.


(g) Sellers and Purchaser shall have obtained the consent of the Senior Lender to the transfer of the Subject Interests pursuant to this Agreement, including substitution of Feldman Equities Management, LLC, an Arizona limited liability company, as the manager of the Property in substitution for the existing manager of the Property, in a form reasonably acceptable to Purchaser to the Closing of this Agreement, and the forms of all documents required by the Senior Lender in connection with such Closing shall have been approved by Purchaser, such approval not being unreasonably withheld or delayed, but in no event shall the Senior Lender consent impose any obligation on Purchaser that is not currently imposed on Sellers, but Purchaser agrees to pay to the Senior Lender up to $50,000 of any assumption or comparable fee required by Senior Lender to be paid to it as a condition to its consent, and Sellers agree to pay the portion of any such fee exceeding $50,000.


(h) Sellers shall provide Purchaser with evidence reasonably satisfactory to Purchaser that at or before Closing the membership interest of Hager in Group has been redeemed or extinguished or acquired by another member of Group and that Hager has been paid all amounts due to Hager in consideration thereof as provided in the Operating Agreement of Group and any other agreements pertaining thereto (“ Hager Redemption ”).


(i) Purchaser shall have received a zoning certification for the Real Property issued by Hamilton County, Ohio in form and substance reasonably acceptable to Purchaser (the “ Zoning Certificate ”).


(j) Purchaser shall have received a fully executed original of the Escrow Agreement.


(k) Purchaser shall have received acceptable evidence that Sellers’ Representative Guarantor has the net worth required under Section 7.2(c)(viii) of this Agreement. Such evidence shall be, at the election of Sellers’ Representative Guarantor, in the form of financial statements or in the form of a certification from the accountants of Sellers’ Representative Guarantor.


(l) Purchaser shall have received the Updated Survey.


(m) [intentionally omitted]


(n) The existing manager of the Property shall have waived any claim by it for indemnity under all existing agreements for management of the Property to which the existing manager is a party and have consented to the termination of the existing agreements pursuant to documentation (the “ Management Waiver ”) reasonably acceptable to Purchaser and such existing manager.

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(o) The Title Company shall have irrevocably and unconditionally committed to issue a title insurance policy to Purchaser in the amount of the Purchase Price with the standard exceptions removed and subject only to the other exceptions shown in the Title Commitment which have been approved or deemed approved by Purchaser consistent with the provisions of this Agreement, together with such endorsements as Purchaser may request, including without limitation a non-imputation endorsement (ALTA Form 15), contiguity endorsement, and survey endorsement.


(p) Seller shall have received and delivered to Purchaser estoppel certificates from all parties to the Operating Agreement reflecting that Owner is not in breach of any obligation under the Operating Agreement.


(q) The Senior Lender shall have released David E. Hocker from the Released Obligations and an Affiliate of the Purchaser acceptable to the Senior Lender shall have executed such documents as may be required by the Senior Lender to assume the Released Obligations (and Purchaser shall cooperate with Sellers in communications and any negotiations with the Senior Lender, with the intention of attaining such result).

Section 6.2. Conditions Precedent Favoring Sellers . In addition to any other condition precedent in favor of Sellers as may be expressly set forth elsewhere in this Agreement, Sellers’ obligations under this Agreement are expressly subject to the timely fulfillment of the conditions set forth in this Section 6.2 on or before the Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole or part only by written notice of such waiver from Sellers’ Representative to Purchaser.

(a) Purchaser shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Purchaser prior to or at the Closing.


(b) On the Closing Date, the representations of Purchaser set forth in Section 7.1 shall be true, accurate and complete in all material respects.


(c) Sellers shall have obtained the consent of the Senior Lender.


(d) The Senior Lender shall have released David E. Hocker from the Released Obligations and an Affiliate of the Purchaser acceptable to the Senior Lender shall have executed such documents as may be required by the Senior Lender to assume the Released Obligations (and Sellers shall cooperate with Purchaser in communications and any negotiations with the Senior Lender, with the intention of attaining such result).


(e) [intentionally omitted]

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(f) The purchaser under the Northgate Investments Property Contract shall have performed all of the obligations on its part to be performed as a condition to the closing under the Northgate Investments Property Contract.


Section 6.3. Risk of Loss .


(a) All risk of loss to the Property prior to Closing shall remain with the Sellers, subject to the provisions of this Section 6.3 .


(b) In the event all or a portion of the Improvements should be damaged or destroyed by fire or other casualty prior to Closing such that Purchaser and Sellers reasonably estimate that the cost to repair the same exceeds five percent (5%) of the Purchase Price, or such damage or destruction shall entitle any Tenant of 10,000 or more square feet of the Improvements to terminate its Lease, Purchaser may, at Purchaser’s sole option, elect to either:


	(i) terminate this Agreement and receive back the Deposit; or


	(ii) close the transaction contemplated by this Agreement and make an appropriate reduction in the Purchase Price based upon a reasonable approximation of the cost of such repair.

Purchaser shall be deemed to have elected to proceed under Section 6.3(b)(i) unless, on or before ten (10) Business Days from written notice of such casualty given by Sellers to Purchaser accompanied by Sellers’ insurance adjuster’s estimate of the cost to repair same, Purchaser provides Sellers with written notice that Purchaser elects to close the transaction contemplated by this Agreement pursuant to Section 6.3(b)(ii) .

(c) In the event a portion of the Improvements should be damaged or destroyed by fire or other casualty prior to Closing such that Section 6.3(b) does not apply, Purchaser shall close the transaction contemplated by this Agreement and make an appropriate reduction in the Purchase Price as a result thereof.


(d) The parties hereby agree that if the Purchaser closes the transaction contemplated by this Agreement in accordance with Section 6.3(b) or Section 6.3(c) , all insurance proceeds payable to Owner as a result of a fire or other casualty occurring prior to Closing shall be held by Escrow Agent pending the completion of such repairs by Purchaser. To the extent the actual costs of completing such repairs is more than the amount estimated by Purchaser and Sellers, Purchaser shall be entitled to payment from Escrow Agent of the difference between the estimated cost of such repairs and the actual cost of such repairs; any remaining insurance proceeds shall be payable to Sellers.


(e) Owner currently has in place and will maintain on the Owner’s Property special form property casualty insurance at full replacement cost, loss of rents/business interruption insurance for a period equal to the estimated reconstruction and reletting period, not less than eighteen (18) months and an occurrence basis liability insurance policy in the amount of $1,000,000 per occurrence with an umbrella policy in the amount of $25,000,000. Within five (5) Business Days of the Effective Date, Sellers’ Representative shall cause Purchaser to be added as an additional insured under David Hocker & Associates’ insurance policies, as its interest may appear.

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	Section 6.4. Condemnation .


(a) In the event that all or a material portion of the Shopping Center should be condemned by right or under threat of eminent domain prior to the Closing such that Purchaser and Sellers reasonably estimate that the loss of value of the Shopping Center exceeds two percent (2%) of the Purchase Price or any access point to or signage for the Shopping Center is materially impaired or any Tenant of 10,000 or more square feet of the Improvements will have the right to terminate its Lease, Purchaser may, at Purchaser’s sole option, elect either to:


	(i) terminate this Agreement and receive back the Deposit; or


	(ii) close the transaction contemplated by this Agreement and make an appropriate reduction in the Purchase Price based upon a reasonable approximation of the loss of value of the remaining Real Property as agreed by Sellers’ Representative and Purchaser.


(b) In the event of a condemnation or threat of condemnation by right of eminent domain as to which Section 6.4(a) does not apply, Purchaser shall close the transaction contemplated by this Agreement and make an appropriate reduction in the Purchase Price based upon a reasonable approximation of the loss of value of the remaining Shopping Center as agreed by Sellers and Purchaser.


(c) Purchaser shall be deemed to have elected to proceed under Section 6.4(a)(i) unless, within ten (10) Business Days from written notice of the condemnation given by Sellers to Purchaser, Purchaser provides Sellers with written notice that Purchaser elects to close the transaction contemplated by this Agreement pursuant to Section 6.4(a)(ii) .


Section 6.5. Leasing and Other Activities Prior to Closing .


(a) Prior to the Closing Date, Sellers shall not permit Owner to enter into any Lease Transaction without Purchaser’s prior written consent, provided such consent is not unreasonably withheld or delayed. When seeking such consent from Purchaser, Sellers’ Representative shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days, Sellers’ Representative shall provide Purchaser with a second copy of the Lease Proposal Notice. If Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days of Purchaser’s receipt of the second copy of the Lease Proposal Notice, Purchaser shall be deemed to have disapproved the transaction described in such notice. If Purchaser disapproves or is deemed to have disapproved such request, then Purchaser promptly upon written request from Sellers’ Representative shall specify in writing the reasons for such disapproval.


(b) Sellers shall be responsible for all tenant improvement costs, tenant allowances, tenant rent abatements, leasing commissions, landlord work and other allowances payable by Owner as set forth on Exhibit L and all leasing commissions payable by Owner as set forth on Exhibit K . If the Closing occurs, Purchaser shall receive a credit against the Purchase Price for and shall be responsible for all tenant improvement costs, tenant allowances, tenant rent abatements, leasing commissions, landlord work and other allowances set forth on Exhibit L that have not been paid before Closing.

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(c) Prior to the Closing Date, Sellers shall not permit Owner to enter into any new Contract for the Property or modification, renewal or termination of any existing Contract that would affect the Property after Closing, without the prior written consent of Purchaser, provided such consent is not unreasonably withheld or delayed. If Purchaser does not notify Seller’s Representative in writing of its consent or disapproval within three (3) Business Days after notice thereof from Sellers’ Representative, Sellers’ Representative shall provide Purchaser with a second notice. If Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within two (2) Business Days of Purchaser’s receipt of the second notice, Purchaser shall be deemed to have consented to such requested action. If Purchaser disapproves any such request, then Purchaser shall specify the reasons for such disapproval in writing promptly upon written request of Seller.


(d) Prior to the Closing Date, Sellers shall not permit Owner to amend or terminate the Operating Agreement without the written consent of Purchaser, provided such consent is not unreasonably withheld or delayed. If Purchaser does not notify Sellers’ Representative in writing of its consent or disapproval within five (5) Business Days after notice thereof from Sellers’ Representative, Purchaser shall be deemed not to have consented to such requested action.


(e) At all times prior to Closing, Sellers shall cause Owner to continue to conduct business with respect to the Property substantially in the same manner in which said business has been heretofore conducted, and insure the Property substantially as it is currently insured.


(f) Sellers agree to cause the Management Waiver to be executed and delivered on or before Closing.


(g) Sellers acknowledge that it is the intention of the Purchaser to terminate the employment of each of the Housekeeping Employees concurrently with the Closing and to offer concurrently with the Closing to hire the Housekeeping Employees as employees of Feldman Equities Management, LLC, which is an Affiliate of Purchaser. Sellers agree that any and all costs or expenses attributable to the employment of the Housekeeping Employees prior to the Closing shall be the responsibility of the Sellers including, without limitation [i] any obligations for salary, benefits, vacation pay or sick time, [ii] claims of discrimination or other breaches of applicable legal requirements in connection with the Housekeeping Employees (including employment applicants who are not hired or prior employees whose employment is previously terminated), and [iii] claims by third parties arising from actions of the Housekeeping Employees (to the extent not covered by Seller’s insurance).

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ARTICLE 7.
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.1. Purchaser’s Representations. Purchaser hereby represents, warrants, covenants, and acknowledges to Sellers as of the date hereof and as of the Closing as follows:

(i) Purchaser acknowledges that it or its Affiliates are experienced and sophisticated owners of commercial real estate projects such as the Property and that it will have a full a

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