Real Property Purchase Agreement

REAL PROPERTY PURCHASE AGREEMENT

901 CIVIC CENTER DRIVE

SANTA ANA, CALIFORNIA

SELLER:

SANTA ANA ARTS IV, INC.,

a California corporation

BUYER:

TRIPLE NET PROPERTIES, LLC,

a Virginia limited liability company

Dated as of March 27, 2006

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TABLE OF CONTENTS{10060024.1} 34701,0079

             
1.   PURCHASE AND SALE 1
 
           
2.   PURCHASE PRICE 2
 
           
3.   PAYMENT OF PURCHASE PRICE 2
 
           
 
    3.1,     Deposit 2
 
           
 
    3.2.     Closing Payment 2
 
           
 
    3.3.     LIQUIDATED DAMAGES; DISPOSITION OF
DEPOSIT 2
 
           
 
    3.4.     Remedies for Seller Default 3
 
           
 
    3.5,     Discharge of Existing Liens 3
 
           
4.   TITLE 4
 
           
 
    4.1.     Title 4
 
           
 
    4.2.     Title Contingency 4
 
           
5.   “AS IS” SALE 5
 
           
6.   CLOSING 5
 
           
 
    6.1.     Escrow 6
 
           
 
    6.2.     Conditions to Closing; Delivery to
Parties 7
 
           
 
    6.3.     Closing Costs 7
 
           
 
    6.4.     Prorations 7
 
           
7,   DESTRUCTION/CONDEMNATION OF PROPERTY I0
 
           
8.   REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS 11
 
           
 
    8.1.     Representations and Warranties of
Seller 11
 
           
 
    8.2.     Representations and Warranties of
Buyer 13
 
           
 
    8.3.     Certain Interim Covenants of Seller 14
 
           
9.   INDEMNIFICATION OBLIGATIONS 14
 
           
 
    9.1.     Indemnification by Seller 14
 
           
 
    9.2.     Indemnification by Buyer 14
 
           
 
    9.3.     Generally, 15
 
           
10.   CONDITIONS TO CLOSING 15
 
           
 
    10.1.     Seller’s Conditions to Closing 15
 
           
 
    10.2,     Buyer’s Conditions to Closing 16
 
           
11.   ENVIRONMENTAL AGREEMENT 16
 
           
12.   MISCELLANEOUS 17
         
12.1. Brokerage Issues
    17  
12.2. Limitation of Liability
    18  
12.3. Successors and Assigns
    18  
12.4. Notices
    19  
12.5. Legal Costs
    20  
12.6. Further Instruments
    20  
12.7. Natural Hazard Disclosure Requirement Compliance,,
    20  
12.8. Matters of Construction
    20  

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12,9, Waiver of Trial by Jury 23A” “B” “C” “
“E”
“F”
“
“H”



“I”

“J”
“K”
“L”

“M”

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12.10. Press Releases,
  23
12.11, Counterparts
  23
12.12. Time of the Essence
  23
12.13. SEC Rule 3-14 Post-Closing Cooperation
  23

First

      EXHIBITS : Mentioned In Section  
         
DESCRIPTION OF THE LAND
  Recital A
EXCLUDED PERSONAL PROPERTY
  Recital C
[RESERVED]
    N/A  
FORM OF DEED
    6.1.1  
INTENTIONALLY OMITTED
    N/A  
FORM OF LEASE ASSIGNMENT AND ASSUMPTION
    6.1.1  
FORM OF BILL OF SALE, ASSIGNMENT AND ASSUMPTION
    6.1.1  
FORM OF CERTIFICATE OF `NON FOREIGN” STATUS
    6.1,1  
FORM OF NOTICE TO TENANTS
    6.1,1  
FORM OF CLOSING CERTIFICATE
    6.1.1  
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
    8.1.5  
RENT ROLLS
    8.1.8  
FORM OF SEC REPRESENTATION LETTER.
    12.13  

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REAL PROPERTY.PURCHASE AGREEMENT

THIS AGREEMENT (“Agreement”) is made as of March 27, 2006 (the “Effective Date”), by andbetween SANTA ANA ARTS IV, INC., a California corporation f/k/a American Pacific Secured FileStorage, Inc., a California corporation (`Seller”) and TRIPLE NET PROPERTIES, LLC, a Virginialimited liability company (“Buyer”).

RECITALS:

WHEREAS, Seller is the owner of an office building located at 901 Civic Center Drive, inthe City of Santa Ana, County of Orange, State of California; and

WHEREAS, Buyer desires to purchase, and Seller is willing to sell, the Property (asdefined below), on the terms and conditions documented in this Agreement.

NOW, THEREFORE, in consideration of the respective promises contained in thisAgreement, Buyer and Seller agree as follows:

1. PURCHASE AND SALE. Subject to the terms and conditions of this Agreement, Sellershall sell to Buyer, and Buyer shall purchase from Seller, the following (collectively, the“Property”):

A. That real property located at 90.1 Civic Center Drive, in the City of Santa Ana, County ofOrange, State of California, as more particularly described in Exhibit “A”, together with,all and singular, the tenements, hereditaments, easements, rights of way and appurtenancesbelonging or appertaining to the same (the ‘Land”);

B. All improvements, structures and fixtures (the Improvements”) now or on the“Closing Date” (as defined below) located upon the Land;

C. All tangible personal property (the “Personal Property”) to the extent owned by Seller now(except as may be used or disposed of by Seller in the ordinary course of business prior to theClosing Date) or as of the Closing Date, located on or about the Land, or Improvements or attachedor appurtenant thereto or used in connection with the operation thereof, excluding only the itemsdescribed in Exhibit “B”; and

D. All intangible property to the extent owned by Seller now (except as may be used ordisposed of by Seller in the ordinary course of business prior to the Closing Date) or as of theClosing Date in connection with the Land, the Improvements or the Personal Property, including

all leases, third party contracts and service agreements (including the Tenant Leases add theService Contracts as defined below, and any and all guarantees of Tenant Leases) to the extentassumed by Buyer, building and trade names, business licenses, warranties (including thoserelating to the construction or fabrication), utility contracts, advertising materials exclusiveto the Property (including any Web site owned by Seller and dedicated exclusively to theProperty), plans and specifications, governmental approvals and development rights to the extent

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transferable without third party approval, related to the Land, the Improvements or thePersonal Property or any part thereof (the `Intangible Property”).

2. PURCHASE PRICE. The purchase price for the Property shall be Fourteen MillionSeven Hundred Thousand Dollars ($14,700,000.00) (the “Purchase Price”).

3. PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid to Seller by Buyer asfollows:

3.1. Deposit. As a condition to the effectiveness of this Agreement, North AmericanTitle Company, attention: Christine English (“Escrow Holder”) shall have received both the LicenseFee and the Deposit pursuant to, and as defined in, that certain agreement captioned “Access andIndemnification Agreement” between Seller and Buyer and dated March 24, 2006 (the “AccessAgreement”), The Deposit shall be released by Escrow Holder to Owner pursuant to the provisions ofthe Access Agreement and (together with the License Fee) credited to the Purchase Price upon tlrClose of Escrow, If the Close of Escrow fails to occur for any reason other than a Refund Event(as defined below), then Seller shall be entitled to retain the License Fee and the Deposit asprovided in Section 3.3. If the Closing does not occur as a result of a Refund Event, then Sellershall immediately return the License Fee and the Deposit to Buyer (without limiting any otherrights or remedies of Buyer but subject to the limitation of Buyer’s Remedies as set forth in thisAgreement). A “Refund Event” shall mean (a) a default by Seller following satisfaction, in allmaterial respects, of all conditions precedent to Seller’s obligation to sell the Property toBuyer, or (b) the failure to satisfy the conditions to Buyer’s performance under this Agreement asset forth in Sections 3.5, 4.2, 10.2.1 and 10.2.2, or (e) a casualty loss or taking thatconstitutes a “Material Event” pursuant to Section 7, below.

3.2, Closing Payment, The balance of the Purchase Price, as adjusted by the prorationsand credits specified in this Agreement, shall be paid by wire transfer of immediately availablefederal funds to permit this transaction to close no later than April 24, 2006 (the “Closing Date”or “Close of Escrow‘). The amount to be paid under the first sentence of this Section3.2 isreferred to in this Agreement as the “Closing Payment.” Time is of the essence, If Close of Escrowfails to occur on the scheduled Closing Date described in this Section, this Agreementand the Escrow shall automatically terminate, Buyer shall have no further right, title orinterest in the Property, and, unless Escrow fails to occur as a result of a RefundEvent, Seller shall have the right to retain the License Fee and the Deposit asliquidated damages pursuant to Section 3.3, below.

3.3, LIQUIDATED DAMAGES; DISPOSITION OF DEPOSIT. IF TIIE CLOSING DOES NOT OCCUR FORANY REASON OTHER THAN A REFUND EVENT, THE PARTIES ACKNOWLEDGE THAT, IT WOULD BE IMPRACTICAL ANDEXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER. THEREFORE, THE PARTIES HAVEAGREED THAT A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER IN SUCHEVENT IS AND SHALL BE THE RIGHT TO RETAIN THE LICENSE FEE AND THE DEPOSIT AS LIQUIDATED DAMAGES,AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, AND THE PARTIES SHALL DELIVERAPPROPRIATE NOTICE TO ESCROW HOLDER TO CANCEL THE ESCROW

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MAINTAINED BY ESCROW HOLDER. SUCH LIQUIDATED DAMAGES ARE NOT INTENDED AS A FORFEITUREOR PENALTY WITHIN THE MEANING OF APPLICABLE LAWS, IF THE CLOSING DOES NOT OCCUR AS A RESULT OF AREFUND EVENT, THEN THE LICENSE FEE AND THE DEPOSIT SHALL BE RETURNED IMMEDIATELY TO BUYER (INADDITION TO ANY OTHER. RIGHTS OR REMEDIES OF BUYER BUT SUBJECT TO THE LIMITATION OF BUYER’SREMEDIES AS SET FORTH IN THIS AGREEMENT), IN CONSIDERATION OF SELLER RECEIVING THE, LIQUIDATEDDAMAGES, SELLER WILL BE DEEMED TO HAVE WAIVED ALL OF ITS CLAIMS AGAINST BUYER FOR DAMAGES,NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 3.3, IF BUYER WR.ONGFULLY BRINGSAN ACTION AGAINST SELLER FOR AN ALLEGED DEFAULT BY SELLER OF ITS OBLIGATIONS UNDER THIS AGREEMENT,AND, IN CONNECTION WITH THAT WRONGFUL ACTION, RECORDS A LIS PENDENS OR OTHERWISE ENJOINS ORRESTRICTS SELLER’S ABILITY TO SELL OR TRANSFER THE PROPERTY (COLLECTIVELY, “BUYER’S ACTION”),SELLER SHALL NOT BE RESTRICTED BY THE PROVISIONS OP THIS SECTION 3.3 FROM SEEKING EXPUNGEMENT ORRELIEF ‘ FROM THAT LIS PENDENS, INJUNCTION OR OTHER RESTRAINT, ANDMAR-28-2006 TIDE 0443 PMCarilnu indusUes FAX NO, ?10,4399?2 P, 02/02

RECOVERING ACTUAL DAMAGES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) TO WHICH SELLER ISOTHERWISE ENTITLED UNDER APPLICABLE LAW AS A RESULT OF BUYER’S ACTION, AND THE AMOUNT OF ANY SUCHDAMAGES AWARDED TO SELLER SHALL NOT BE LIMITED TO THE LIQUIDATED DAMAGES SET FORTH HEREIN.FURTHERMORE, IN NO EVENT SHALL THIS SECTION 3,3 HAVE ANY APPLICATION TO OR LIMIT SELLER’S RIGHTSAGAINST BUYER OR BUYER’S RIGHTS AGAINST SELLER IN CONNECTION WITH ANY OF THE FOLLOWING: (1)SECTION I I (ENVIRONMENTAL AGREEMENT), (2) SECTION 9 (INDEMNIFICATION OBLIGATIONS), (3) SECTIONI?,1 (BROKERAGE ISSUES), (4) SECTION 12.5 (LEGAL COSTS), OR (5) ANY MISREPRESENTATIONS BY BUYER.

/s/RH /s/MFH

SELLER’S INITIALS

BUYER’S INITIALS

3.4, Remedies for Seller Default, In the event of a default by Seller under thisAgreement, the remedies of Buyer shall be limited to (i) termination of this Agreement, in whichevent Buyer shall be entitled to the return of the License Fee and the Deposit and recovery ofactual out-of -pocket damages according to proof but in any event not to exceed One HundredThousand and No/100 Dollars ($1.00,000,00), nr (ii) an action for specific performance toenforce the terms and conditions of this Agreement and any and all other rights and remedies ofBuyer arising from or in connection with a default by Seller are hereby waived, Buyer herebyacknowledging that its choice of remedies as set forth in this sentence are adequate.

     
/s/RH
BUYER’S INITIALS
  /s/MFH
SELLER’S INITIALS

3.5. Discharge of Existing Liens. As a condition precedent to Buyer’sobligation to purchase the Property, Seller shall cause all mortgages, deeds of trust and monetaryliens (including liens for delinquent taxes, mechanics’ liens and judgment liens) imposed or

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permitted to be imposed on the Property (the “Existing Liens”) to be fully satisfied,released or discharged of record on or prior to the Closing Date so that the Property shall beconveyed free of the same as of the Closing Date. To satisfy the foregoing conditions, Sellershall pay any and all prepayment penalties or premiums and other costs or expenses, to release theExisting Liens. prior to the Closing Date. Buyer shall have no obligation to providenotice of disapproval of any Existing Liens, and a condition for Buyer’s benefit to Close ofEscrow shall be Title Company’s issuance of the “Title Policy” (as defined below) without ExistingLie ns, However, Existing Liens shall not include any mechanics’, materialmen’s, designprofessionals’ or other liens caused by or through Buyer or any of Buyer’s employees, contractors,representatives, licenses, or invitees, and any such liens shall be either deemed approved titleexceptions upon Close of Escrow or, if Buyer terminates this Agreement, shall immediately beremoved from title at Buyer’s sole cost and. expense.

4, TITLE,

4.1, Title, In the event new title information is delivered to Buyer that (i) is not containedin the title documentation (including title reports, commitments and/or underlying documentsreferred to therein, or any surveys) delivered to Buyer during the “Inspection Period” (as definedin the Access Agreement) but excluding any survey or updated survey of the Property (collectively,the `Title Documents”), and (ii) is not the result of any acts or omissions of Buyer or any ofBuyer’s employees, contractors, representatives, licenses, or invitees (collectively, a `New TitleMatter”), Buyer shall, within five (5) business days of receipt of the New Title Matter, deliver toSeller written notice of any objection to such New Title Matter stating in reasonable detail thereason for the objection (a `New Title Objection Notice”), If Seller does not receive the New TitleObjection Notice within the foregoing five (5) business day period, Buyer shall be deemed to haveapproved the New Title Matter(s). If Seller timely receives a New Title Objection Notice, Sellershall as of Close of Escrow remove or endorse over any New Title Matter(s) as an exception to theTitle Policy subject to the following limitations (a “Seller’s Title Cure”): (i) with regard to anyNew Title Matter that is voluntarily placed on the Property by the Seller or any of its affiliates(including, by way of example, trust deeds, mortgage, deeds of trust, security instruments,easements or rights of way), Seller shall cause Title Company to remove any such New Title Matteras an exception to the Title Policy, and (ii) with regard to any New Title Matter that isinvoluntarily placed on the Property through the acts or omissions of Seller or any of itsaffiliates (including, by way of example, any mechanics’ liens or judgment liens), Seller shallcause Title Company to either remove any such New Title Matter as an exception to the Title Policyor to issue a separate endorsement(s), in a form and content reasonably acceptable to Buyer, to theTitle Policy; provided, however, the costs to be incurred by Seller with regard to any such removalor endorsement(s) under preceding clauses (i) and (ii) (including, without limitation, the postingof any bonds or other security) shall not exceed an amount equal. to Two Hundred Fifty Thousand andNo/100 Dollars ($250,000;00)x- f Seller elects not to proceed with a Seller Title Cure for a NewTitle Matter that would cost more than Two Hundred Fifty Thousand and No/100

Dollars ($250,000.00), then Buyer may elect to terminate Escrow and this Agreement, in whichevent Seller shall promptly return to Buyer both the License Fee and the Deposit.

4.2, Title Contingency,. A condition precedent to Buyer’s obligation topurchase the Property shall be the willingness of North American Title Company

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(“Title Company”) to issue to Buyer on the Closing Date with respect to the Property, anALTA extended coverage owner’s policy of title insurance (the’ Title Policy”), or equivalent formacceptable to Buyer, in the face amount of the Purchase Price (allocated as set forth in Section2,above) and dated as of the Closing Date, indicating title to the Property is vested of record inBuyer, with the Title Policy being subject solely to the ‘Permitted Exceptions” (as defined below).As used herein, `Permitted Exceptions” means the following: (1) the lien of any real estate taxesand assessments for the ‘Current Tax Year” (as defined below) and subsequent periods, provided thatthe same are prorated in accordance with this Agreement; (2) such other matters set forth in theTitle Documents, other than any of the following (collectively “Disapproved Exceptions”): (i) anyExisting Liens, (ii) those matters which Seller may have elected in writing during the InspectionPeriod (as defined in the Access Agreement), to remove from title, Seller having no obligation tomake such election, and (iii) New Title Matters subject to a Seller’s Title Cure, The issuance ofthe Title Policy shall be in lieu of any express or implied warranty of Seller concerning title tothe Property. Buyer agrees that, in the event that it elects to proceed with the Close of Escrow,its only remedy for damages incurred by reason or any defect in title, subject only to. Section 3A, shall be against the Title Company. Under no circumstances shall Buyer have the right to closeEscrow, and thereafter proceed against Seller based on any title matter.

“AS IS” SALE. In accordance with paragraph 1 of the Access Agreement, and except asotherwise expressly set forth in this Agreement and except as provided in the documents to bedelivered by Seller at Closing (but which representations and warranties as may be contained insuch closing documents shall in any event be subject to the restrictions and limitations set forthin this Agreement), Buyer acknowledges that it has satisfied itself with regard to the feasibilityof the Property for Buyer’s intended purposes, Buyer agrees that (a) except as set forth in Section8,1 of this Agreement, the sale of the Property shall be concluded without warranties,representations or guarantees made by Seller; (b) the Property shall be purchased by Buyer on an“AS-IS” basis as to the physical condition of the Property and all components thereof and as to allother aspects affecting or which could affect all or any part of the Property; (c) all reports,studies, analyses, maps, drawings, materials and other documents are delivered by Seller to Buyeronly as an accommodation to Buyer and not with the intent that these documents be relied on byBuyer, except to the extent that Seller have independently confirmed in writing to Buyer thevalidity or completeness of those documents and the information contained in them or maderepresentations and warranties in this. Agreement with respect to same; and (d) Buyer’s decision topurchase the Property shall be based only on the investigation, study and analysis of all aspectsof the Property as made by Buyer and/or Buyer’s agents, employees, representatives and/orindependent contractors (collectively, “Buyer’s Investigation”) and the representations,warranties and covenants made by Seller herein, It is expressly understood by Buyer and Seller thatall statements and representations made by the Brokers (as defined in Section 12,1,below) and any and all of Seller’s agents, employees and/or independent contractors,other than the representations and warranties contained in Seetion8.1, below, and inparagraph 3 of the Access Agreement, (i) are intended by Buyer and Seller to be made only as anaccommodation to Buyer and Buyer’s Investigation and not in lieu of Buyer’s Investigation, and (ii)are not to be relied and acted on by Buyer.

6. CLOSING. The closing (“Closing” or “Close of Escrow’) of the sale and purchaseherein provided shall be consummated through the mail with all deliveries required

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hereunder being made to Escrow Holder on or before 2:00 p.m. Pacific Standard Time onthe Closing Date.

6,1. Escrow. On or before 2:00 p.m. Pacific Standard Time on the Closing Date,the parties shall deliver to Escrow Holder the following:

6.1.1. By Seller, Seller shall deliver or cause to be delivered (a) a duly executedand acknowledged original grant deed covering the Land, and all related Improvements, in the formof Exhibit “D” (the geed”); (b) four (4) duly executed and acknowledgedcounterpart originals of the assignment and assumption covering the Tenant Leases and any securitydeposits thereunder, substantially in the form of Exhibit ”F” (the “Lease Assignment andAssumption”); (e) four (4) duly executed and acknowledged counterpart originals of the bill ofsale, assignment and assumption covering the Personal Property and Intangible Property, in the formof Exhibit “G” (the “Bill of Sale, Assignment and Assumption”); (d) a certificate of Sellerrespecting the non foreign status of Seller in the form of Exhibit “II” (the “FIRPTACertificates”); (e) duly executed counterpart originals of a notice to each tenant of the Propertyin the form of Exhibit (collectively, the “Notices to Tenants “); (f) a notice of sale andassignment, in a form reasonably acceptable to Buyer, to each provider under the Service Contracts,if any, which Buyer has expressly elected to assume during the Inspection Period pursuant to theAccess Agreement; (g) evidence reasonably satisfactory to Title Company that all necessaryauthorizations of the transaction provided herein has been obtained by Seller, such other documentsand instruments, payments,. indemnities, releases and agreements as may be reasonably required byTitle Company and shall perform such other acts as Title Company shall reasonably require in orderto issue the Title Policy, and such other instruments as may be reasonably requested by TitleCompany in order to consummate the transaction contemplated hereby and issue the Title Policy; (h)releases or requests for reconveyances on Title Company’s standard forms executed by thebeneficiaries (collectively, “Releases”) of the Existing Liens. satisfactory to Title Company; (i)to the extent not previously delivered to Buyer and within the possession or control of Seller orits affiliates, originals of all items within the Due Diligence Package (as defined in the AccessAgreement) (including originals of all Tenant Leases, Service Contracts and Permits [as defined in

subsection 12,8,13(0,. below], and copies of all correspondence. and billing files and recordsrelated to the Tenant Leases and the Service Contracts); (j). a closing statement to the extentapproved by Seller dated as of the Closing Date and duly executed by Seller, setting forth, amongother things, all payments to and from Escrow in connection with the purchase and sale of theProperty (the “Closing Statement”); (k) to the extent Seller holds any letter of credit or anegotiable instrument pursuant to any Tenant Lease, the original of such letter of credit orinstrument together with any documentation required to effect the transfer of such instruments toBuyer upon Closing; and (1) a certificate (the “Closing Certificate”), dated as of the Closing Dateand duly executed by Seller, in the form of Exhibit “J”; representing to Buyer that therepresentations and warranties of Seller set forth in Section 8,1, below, are true and correctwithout exception as. of the Closing Date as if made on and as of the Closing Date (or, specifyingin reasonable detail such exceptions, if any, which then exist, provided that Seller shall notintentionally or negligently take any action or omit to take any action, which action or omissionwould result in any such exception).

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6.1.2. By Buyer, Buyer shall deliver (a) the Closing Payment by wire transferof immediately available federal funds; (b) four (4) duly executed and acknowledged counterpartoriginals of the Lease Assignment and Assumption; (c) four (4) duly executed and acknowledgedcounterpart originals of the Bill of Sale, Assignment and Assumption; and (d) evidence reasonablysatisfactory to Title Company that all necessary authorizations of the transaction providedherein have been obtained by Buyer, and such other documents and instruments as may be reasonablyrequested by Title Company in order to consummate the transaction contemplated hereby and issuethe Title Policy, evidence reasonably satisfactory to Title Company of all necessaryauthorizations of the transaction.

6,2. Conditions to Closing; Delivery to Parties, Before Close of Escrow, Seller andBuyer shall execute and deliver to Escrow Holder closing escrow instructions (the “ClosingInstructions “) in keeping with the terms of this Agreement, Seller shall use its commerciallyreasonable best efforts to deliver to Buyer and Escrow Holder the information required forprorations contemplated pursuant to Section 6,4, below, at least five (5) business days before thescheduled Close of Escrow. Upon the satisfaction of the conditions set forth in Section 10, below,then Escrow Holder shall deliver the items described in Section6.1, above, and take all otheractions authorized by the Closing Instructions.

6,3, Closing Costs. Buyer shall pay (1) fifty percent (50%) of all costs and expensesof the escrow arrangements; (2) the cost of all endorsements relating to the Title Policy,including the cost of obtaining any extended coverage; (3) the cost for an updated survey of theProperty; (4) fifty percent (50%) of all recording costs related to the Deed; and (5) thecost of any of its examinations and inspections and audits of the Property, including the cost ofany of its appraisals, environmental, physical and financial audits, if applicable, allcosts associated with any financing to be obtained by Buyer, Seller shall pay (a) all documentarytransfer taxes payable in connection with the recordation of the Deed; (b) fifty percent(50%) of the cost of the escrow arrangements; (c) the premium applicable to the CLTA portion ofTitle Policy; (d) fifty percent (50%) of all recording costs related to the Deed; and (e)the recording fees for the Releases or for the release of other matters constituting DisapprovedExceptions, All other closing costs not specifically allocated herein shall be paid by the partiesas is customary in the county in which the Property is located, Seller and Buyer shall”each pay their respective (i) legal fees and expenses, (ii) share of prorations (as providedbelow), and (iii) cost of all opinions, certificates, instruments, documents and papers required tobe delivered, or caused to be delivered, by it hereunder and the cost of all its performances underthis Agreement.

6.4, Prorations.

6.4.1. Items to be Prorated. The following shall be prorated between Seller andBuyer as of the Closing Date:

(a) All real estate taxes and assessments on the Property payable in respect to the currentfiscal year of the applicable taxing authority in which the Closing Date occurs (the `Current TaxYear”). Such real estate taxes and assessments shall be prorated on a per diem basis based upon thenumber of days in the Current Tax Year before the Closing Date (which shall be allocated to Seller)and the number of days in the Current Tax Year on and after the Closing Date (which shall beallocated to Buyer). Seller shall be responsible for

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real estate taxes and assessments on the Property payable in respect to periods before theCurrent Tax Year. Upon the Closing Date and subject to the adjustment provided for above, Buyershall be responsible for real estate taxes and assessments on the Property payable in respect tothe Current Tax Year and all periods after the Current Tax Year,

(b) All rentals and other tenant charges and reimbursements received in respect or allocableto the month in which the Closing Date occurs (the “Current Month”). Buyer and Seller acknowledgethat rent from certain governmental tenants of the Property (collectively, the “Arrears Tenants”)is paid in arrears. Such rentals and other tenant charges and “Additional Rents” (as defined below)for Tenant Leases, other than with respect to the Arrears Tenants, for the Current Month which havebeen received as of the Closing Date shall be prorated on a per diem basis based upon thenumber of days in the Current Month prior to the Closing Date (which shall be allocated to Seller)and the number of days in the Current Month on and after the Closing Date (which shall be allocatedto Buyer). For Tenant Leases with the Arrears Tenants, all rent, other tenant charges andAdditional Rent shall be prorated on a per diem basis based upon the number of days in the CurrentMonth such that an amount equal to all rent due from an Arrears Tenant as the Closing Date shall bepaid by Buyer to Seller in addition to the Purchase Price, and all amounts due from and after theClosing Date shall be allocated to Buyer, All rentals and other tenant charges and Additional Rentsreceived by Buyer from a tenant after the Closing Date shall be applied first to collection costsand then to the most recently accrued obligation of such tenant, For other than Arrears Tenants,after application as set forth above, Buyer shall promptly remit to Seller that portion of rentalsand other tenant charges and Additional Rents received after the Closing Date attributable toperiods prior to the Current Month; and if attributable to the Current Month, Seller’s sharethereof in. accordance with the proration set forth above, For a period of ninety (90) days afterthe Closing Date, Buyer shall use its commercially reasonable efforts to collect all rents whichare delinquent as of the Closing Date with no obligation to commerce litigation to collect suchrents. Neither Seller nor any assignee or other affiliated party of Seller shall institute anaction against any tenant for delinquent rentals and other tenant charges and Additional Rentsattributable to periods before the Current Month prior to the later of ninety (90) days after theClosing Date and five (5) business days after it gives Buyer written notice of such demand oraction (and in no event shall Seller be entitled to take any action against a tenant which wouldresult in a termination of any Tenant Lease or the tenant’s right of occupancy thereunder). Tenantsof the Property may be obligated to pay, as additional rent, certain percentage rent, escalationsin base rent and pass-throughs of operating and similar expenses pursuant to the terms of theTenant Leases (collectively, “Additional Rents”), As to any Additional Rents that are based onestimates and that are subject to adjustment or reconciliation pursuant to the Tenant Leases afterthe Closing Date, Seller and Buyer shall “reprorate” such Additional Rents (including any portionsthereof that may be required to be refunded to tenants) at the time that such estimates areactually adjusted or reconciled pursuant to the terms of such Tenant Leases, Any amounts that maybe due Seller as a result of such re prorations shall be paid by Buyer to Seller promptly afterBuyer collects such amounts from the tenants, and any amounts that may be due the tenants fromSeller as a result of such reprorations shall be paid by Seller to Buyer promptly after writtenrequest therefor is delivered to Seller by Buyer. Notwithstanding anything to the contrary herein,Additional Rents representing tenant reimbursements for real estate taxes and assessments shall beprorated as follows; Seller shall be entitled to all such reimbursements payable prior to theClosing Date, and Buyer shall be entitled to all such reimbursements payable on or after the

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Closing Date; provided that (1) if such reimbursements are payable on a monthly, quarterlyor annual basis, then the reimbursement payable in the month, quarter or year, respectively, inwhich the Closing Date occurs shall be prorated based upon the number of days in such month,quarter or year that are prior to the Closing Date (as to Seller) and the number of days in suchmonth, quarter or year that are on or after the Closing Date (as to Buyer), and (2) any adjustment(with respect to such a reimbursement) payable after the Closing Date shall be allocated in thesame manner as the reimbursement itself.?

(e) All operating expenses (including all charges under Service

Contracts and agreements assumed by Buyer under the Bill of Sale, Assignment and Assumption),As to each service provider, operating expenses payable or paid to such service provider in respectto the billing period of such service provider in which the Closing Date occurs (the `CurrentBilling Period”), shall be prorated on a per diem basis based upon the number of days in theCurrent Billing Period prior to the Closing Date (which shall be allocated to Seller) and thenumber of days in the Current Billing Period on and after the Closing Date (which shall beallocated to Buyer), and assuming that all charges are incurred uniformly during the CurrentBilling Period. Any amounts which have been prepaid to Seller by a service provider or othercontract party shall be prorated between Buyer and Seller. Seller shall provide Buyer with a creditfor the amount of such prepayment which is attributable to the term of such Service Contract whichhas not expired, If actual bills for the Current Billing Period are unavailable as of the ClosingDate, then such proration shall be made on an estimated basis based upon the most recently issuedbills, subject to readjustment upon receipt of actual bills,

6.4.2. Security Deposits; Prepaid Rents; Tenant Inducements. Prepaid

rentals and other tenant charges and Additional Rents for periods after the Current Month, andany security deposits (including any portion thereof which may be designated as prepaid rent)received by Seller under Tenant Leases shall be credited against the Purchase Price, Inaddition, in the event that as of the Closing Date there shall exist any rebate, rentalconcession, credit, setoff or rent reduction under or with respect to any Tenant Lease which is aliquidated amount and due and owing as of the Closing Date (collectively, Tenant Concessions “),then the prorations in favor of Buyer hereunder shall include an amount equal to the aggregateamount of such Tenant Concessions, and all Tenant Concessions due and owing on or after the ClosingDate shall be the responsibility of Buyer,

6.4.3. Leasing Costs. Unpaid “Leasing Costs” (as defined below), which are due asof the Closing Date for any Tenant Lease or amendment, cancellation, extension or renewal ofany Tenant Lease in effect as of the Closing Date shall be credited against the PurchasePrice, The term “Leasing Costs” shall mean only the following;

(a) brokerage commissions and fees due and payable as of the Closing Date with respect to anyTenant Lease, including any brokerage commissions and fees due and unpaid as of the Closing Datefor any renewal ,tension or expansion of or under any Tenant Lease (with the foregoing unpaidLeasing Costs expressly excluding any brokerage commission or fee based on any
renewal, extension or expansion exercised after the Closing Date, whether or not the tenant hadthe right to exercise any such right before the Closing Date), (b) the amount of any tenantimprovement allowance that was to have been paid under any Tenant Lease as of the Closing Datebut was not paid as of the Closing Date, (c) legal fees of Seller’s counsel for services inconnection with the preparation of documents and other services rendered before Close of

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Escrow in connection with the effectuation of a Tenant Lease, and (d) expenses incurred forthe purpose of satisfying or terminating the obligations of a tenant under any Tenant Lease to thelandlord under another lease (whether or not such other lease covers space in the Property [i.e.,lease takeover obligations]) pursuant to a separate agreement between such tenant and a Sellerwhere such payment was due and unpaid as of the Closing Date, Notwithstanding the foregoing, Buyershall assume all costs, expenses and liabilities in connection with the Sheriff’s Lease (asdefined in the Access Agreement).

6.4.4. Calculation, The prorations and payments shall be made on the

basis of a written statement approved by Buyer and Seller. Subject to the remaining provisionsof this Section 6.4.4, in the event any prorations or apportionments made under this Section6.4,4shall prove to be incorrect for any reason, then any party shall be entitled to an adjustment tocorrect the same. Any item which cannot be finally prorated because of the unavailability ofinformation as of the Closing Date shall be tentatively prorated on the basis of the best data thenavailable and re-prorated when the information is available, as more particularly set forth below.Subject. to the following provisions regarding audits of Additional Rent under Tenant Leases, anyre proration shall be made, if at all, within ninety (90) days after the Closing Date(except with respect to taxes and assessments and Additional Rents, in which case such re-prorationshall be made within thirty (30) days after the information necessary to perform such re-prorationis available, but in no event after March 31, 2007). With regard to any audits of Additional Rentspursuant to Tenant Leases occurring after March3l, 2007, Buyer shall be exclusively responsible forthe reimbursements determined under such audits regardless of whether the amounts determined owingaccrued before or after Close of Escrow. With regard to any audits of Additional Rents pursuant toTenant Leases occurring on or before March3l, 2007, (i) Seller shall be exclusively responsible forthe reimbursements for pre-closing amounts determined owing pursuant to such audits, providedSeller receives reasonable prior written notice of such audits, Buyer provides Seller access toall documentation in Buyer’s but not Seller’s possession necessary to defend any suchaudit, and Seller has the opportunity to fully participate with Buyer in such audit, and (ii) Buyershall be exclusively responsible for the reimbursements for post-closing amounts determinedpursuant to such audits.

6,4.5, Items Not Prorated. Seller and Buyer agree that (a) none of the

insurance policies relating to the Property will be assigned to Buyer (and Seller shall payany cancellation fees resulting from the termination of such policies) and Buyer shall responsiblefor arranging for its own insurance as of the Closing Date; (b) utilities, including telephone,electricity, water and gas, shall be read on the Closing Date to the extent reasonably feasible;(c) as a condition to Buyer’s obligation to proceed to Close of Escrow, the Property willnot be subject to any Existing Liens; and (d) Buyer shall assume no employment agreements orarrangements, or any obligations with respect thereto, with any of Seller’s employees or otheremployees of Seller or Seller’s affiliates performing services at the Property. Accordingly, therewill be no prorations fdrinsurance, utilities, debt service or payroll,. Notwithstanding theforegoing, in the event a meter reading is unavailable for any particular utility, such utilityshall be prorated in the manner provided in subsection 6.4,1(c), above.

7, DESTRUCTION/CONDEMNATION OF PROPERTY. In the event that all or any portion ofthe Land or Improvements is damaged or destroyed by any casualty or is the subject of a takingor condemnation under the provisions of eminent domain law after the

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Effective Date but prior to the Closing Date, Seller shall have no obligation to repair orreplace any damage or destruction caused by the foregoing, but the following shall apply at theClosing: (1) in the event of a casualty, Buyer shall receive a credit against the Purchase Price atClosing for the reasonably estimated remaining cost to restore the Property to its conditionimmediately prior to such casualty; and (2) in the event of a taking, Seller shall assign to Buyerits rights to any condemnation proceeds resulting from such taking. Notwithstanding the foregoing,if such casualty or taking is a Material Event, then Buyer, at its option, may terminate thisAgreement by written notice to Seller on or before the Closing Date, and upon such termination, theLicense Fee and Deposit shall be returned to Buyer, and the parties shall have no further liabilityor obligation hereunder. As used in this Section, a “Material Event” means any of the following:(a) a casualty resulting in damage or destruction to the Property if the cost to restore theProperty to its condition immediately prior to such casualty is reasonably estimated to exceed TwoHundred Fifty Thousand and No/100 Dollars ($250,000.00) or if such casualty, regardless of theestimated cost of repair, results in the United States Government terminating its lease dated May12, 2003 (the “FBI Lease’); or (b) a taking or condemnation which would impede access to theProperty, reduce available parking below that required by Laws or any Business Agreement, result inthe termination of the FBI Lease, or result in a condemnation award reasonably estimated to exceedTwo Hundred Fifty Thousand and No/100 Dollars ($250,000.00),

8, REPRESENTATIONS AND WARRANTIES; CERTAIN COVENANTS.

8.1. Representations and Warranties of Seller. Seller hereby represents andwarrants the following to Buyer:

8.1.1. Formation; Authority. Seller is a partnership, corporation or limited liabilitycompany, duly organized, validly existing and in good standing under the laws of the State of itsformation and duly authorized and qualified to do all things required of it under this Agreement.Seller has all requisite power and authority to execute and deliver, and to perform all of itsobligations under, this Agreement and nothing prohibits or restricts the right or ability of Sellerto close the transactions contemplated hereunder and carry out the terms hereof,

8.1.2. Due Execution; Enforceability, This Agreement and all agreements,instruments and documents herein provided to be executed or to be caused to be executed bySeller are duly authorized, executed and delivered by and are binding upon Seller.

8.1.3. Consents; No Conflict. Seller has obtained all consents and permissions relatedto the transactions herein contemplated and required under any covenant, agreement, encumbrance, orLaws. Neither this Agreement nor any agreement, document or instrument executed or to be executedin connection with the same, nor anything provided in or contemplated by this Agreement or any suchother agreement, document or instrument, does now or shall hereafter breach invalidate, cancel,make inoperative or interfere with, or result in the acceleration or maturity of, any agreement,document, instrument, right or interest, affecting or relating to Seller or the Property.

8.1.4. No Bankruptcy or Dissolution No “Bankruptcy/Dissolution Event” (as definedbelow) has occurred with respect to (a) Seller; or (b) any general partner or managing member ofSeller (if Seller is a partnership or limited liability company, respectively).

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8.1.5. Improvements. Except as disclosed in Exhibit “K.”, to the best
of Seller’s knowledge, Seller has received no written notice from. any governmental or quasi- .
governmental entity that any of the followings statements are untrue: (a) the Improvements havebeen constructed in substantial accordance with all “Laws”, Permits” and `Business Agreements”(each as defined in Section 12.8.13, below); (b) all Permits have been obtained, are in full forceand effect and are free from violation; and (c) the Property and the operation and use thereofcomplies with applicable Laws,

8.1.6, Default, Except as disclosed in Exhibit “K”, Seller has received nowritten notice of any default from any existing tenants of any Property in respect of any of itsobligations or liabilities pertaining to the Property,

8,1.7. Due Diligence Package. To the best of Seller’s knowledge, the documentscontained in the Due Diligence Package are all the documents in the possession of Seller, otherthan the Excluded Documents (as defined in the Access Agreement), containing information materialto the ownership and operation of the Properties,

8.1.8. Tenant Leases. To the best of Seller’s knowledge, Exhibit “L” containsfull, true and correct rent rolls and lease summaries (the “Rent Rolls “) for the Property as ofthe date hereof, which sets forth all leases, assignments, subleases, amendments, modifications,agreements or understandings (whether written or oral) with any and all tenants, concessionairesor licensees of the Property. As used herein, ‘Tenant Leases” means the leases and other documentsor agreements described in the Rent Rolls and such additional leases of the Property made with theconsent of Buyer. To the best. of Seller’s knowledge, except as disclosed in Exhibit “K”or in any estoppel certificate delivered to Buyer pursuant to this Agreement or otherwise, eachTenant Lease is in full force and effect. Seller has delivered to Buyer complete copies of allTenant Leases to the extent in Seller’s possession.

8.1.9. Litigation; Condemnation Except as disclosed in Exhibit “K”, to thebest of Seller’s knowledge, there are no actions, suits or proceedings pending or threatened,before or by any judicial, administrative or union body, any arbiter or any governmentalauthority, against or affecting Seller or the Property (or any portion thereof). Except asdisclosed In Exhibit “K”; to the best knowledge of Seller, there is no existing, proposedor contemplated eminent domain or similar proceeding which would affect the Land or Improvementsin any way whatsoever.

8.1.10. Environmental Conditions, Except as disclosed in Exhibit “K’, to thebest of Seller’s knowledge, Seller has received no written notice that it or the Property is inviolation of any Law governing the use, manufacture or disposal of `Hazardous Materials” (asdefined below), which has not been cured. To the best of Seller’s knowledge, except as disclosedin Exhibit “K’°,or in the environmental reports delivered to Buyer as part of the DueDiligence Package, there are no Hazardous Materials installed or stored in orotherwise‘ existing at, on, in or under the Property in violation of applicable Laws.

8.1,11. Notices; Requests, Except as disclosed in Exhibit “K”, to the bestof Seller’s knowledge, Seller has not received any written notice that any government agency orany employee or official thereof considers the construction of the Property or the

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operation or use of the same to have failed to comply with any Law, or that anyinvestigation has been commenced or is contemplated respecting any such possible failure ofcompliance.

8.1,12. Existing Agreements. All material service and equipment leasing contracts(the “Service Contracts”) with respect to or affecting the Property are listed

and described in Exhibit “M”.

“To the best of Seller’s knowledge”, “to the best knowledge of Seller”

or similar language shall mean the actual, current knowledge of Michael F. Harrah withoutundertaking or the duty to undertake any independent investigation or inquiry, In the event anyrepresentation or warranties of Seller are not true as of Close of Escrow or in the event Sellerhas not performed any obligation on Seller’s part to be performed under this Agreement as of Closeof Escrow (each, a “Seller Breach”), and Buyer nevertheless elects to close Escrow with theknowledge of any such Seller Breach, any rights or claims of Buyer against. Seller arising from orin connection with such Seller Breach shall be forever deemed waived. Further, Buyer shall have noright to bring any claim or cause of action based on any Seller Breach that is unknown to Buyer atClose of Escrow and of which Buyer later becomes aware if a claim or cause of action thereon is notduly filed and served within six (6) months following Close of Escrow. In connection with theforegoing, Buyer hereby waives any and all rights and benefits which it now has, or in the futuremay have, conferred upon Buyer by virtue of the provisions of Section1542 of the California CivilCode, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICI-I THECREDITOR. DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THETIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

8.2. Representations and Warranties of Buyer. Buyer hereby representsand warrants the following to Seller:

8,2.1. Formation; Authority. Buyer is a limited liability company, duly organized,validly existing and in good standing under the laws of the State of Virginia and duly authorizedand qualified to do all things required of it under this Agreement, Buyer has all requisitelimited liability company power and authority to execute and deliver, and to perform all of itsobligations under, this Agreement and nothing prohibits or restricts the right or ability of Buyerto close the transactions contemplated hereunder and carry out the terms hereof.

8.2.2. Due Execution:, Enforceability, This Agreement and all agreements,instruments and documents herein provided to be executed or to be caused, to beexecuted by Buyer are duly authorized, executed and delivered by and are binding upon Buyer,

8.2.3, Consents; No Conflict. Buyer has obtained all consents and permissionsrelated to the transactions herein contemplated and required under any covenant, agreement,encumbrance, or Laws, Neither this Agreement nor any agreement, document or instrument executedor to be executed in connection with the same, nor anything provided in or

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contemplated by this Agreement or any such other agreement, document or instrument, does nowor shall hereafter breach, invalidate, cancel, make inoperative or interfere with, or result in theacceleration or maturity of, any agreement, document, instrument, right or interest, affecting orrelating to buyer.

8.2.4. No Bankruptcy/Dissolution Event, No Bankruptcy/Dissolution Event has occurredwith respect to Buyer or any managing member of Buyer.

8.3. Certain Interim Covenants of Seller. Until the Closing Date or the soonertermination of this Agreement:

8.3.1, Seller shall maintain, the Property in substantially the. same manneras prior hereto pursuant to its normal course of business,

8.3,2. During Escrow, Seller shall not enter into any new Tenant Leasesnor shall Seller amend or modify any existing Tenant Leases without obtaining the prior writtenconsent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed andwhich shall he deemed given if not withheld within three (3) business days following delivery ofthe written request therefor, Additionally, during Escrow, Seller shall (i) deliver to Buyer anynewly received correspondence from existing tenants and any newly received notices or other newlyreceived documentation that would be material to Buyer’s decision whether or not to purchase theProperty, and (it) continue to use its commercially reasonable diligent efforts to procure anyEstoppel Certificates to the extent not procured as of the expiration of the InspectionPeriod (as those terms are defined in the Access Agreement), Further, during Escrow, Seller shallnot enter into any Business Agreement, other than a Business Agreement that is terminable on orprior to the Closing Date without substantial fee or penalty. Seller, at its sole cost andexpense, shall terminate as of the Closing Date all service contracts.

83.3. Seller shall maintain its existing insurance policies for the Property throughthe Closing Date,

9, INDEMNIFICATION OBLIGATIONS,, If theClosing occurs,then the parties shall have the following respective indemnification obligations:

9.1. Indemnification by Seller. Seller shall protect, defend, indemnify and holdBuyer and the Property harmless from and against: (a) any Claim arising before theClosing Date under any Tenant Lease, Service Contract, or other Business Agreement, which Claim isbased solely on facts inconsistent with the representations or warranties given under Section 8.1,above; (b) any third party Claim based on a risk insured by Seller before Closing and which isbased on facts or circumstances occurring during Seller’s ownership of the Property; and (c) anyClaim that results solely from any breach or default by Seller under this Agreement, The foregoingindemnification obligations shall be subject to the provisions of Section 8.1.

9.2. Indemnification by Buyer. Buyer shall protect, defend, indemnify and holdSeller harmless from and against: (a) any Claim in any way related to the Property and firstarising or accruing on or after the Closing Date, including any Claim first arising or accruingon or after the Closing Date under any Tenant Lease, Permitted Exception or Service Contract

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assumed by Buyer under the Bill of Sale, Assignment and Assumption , and otherwise arisingfrom or in connection with Buyer’s ownership or operation of the Properties following Close ofEscrow (except to the extent such Claim results solely on facts inconsistent with therepresentations and warranties of Seller set forth in Section8,1, above); and (b) any Claim thatresults from any breach or default by Buyer under this Agreement.

9.3. Generally. The indemnification obligations under this Agreement shall be subjectto the following provisions:

9,3,1. The party seeking indemnification (“Indemnitee’) shall notify the other party(“Indemnitor”) of any Claim against Indemnitee within fifteen(15) days after it has notice of suchClaim, but failure, to notify Indemnitor shall.. in no case prejudice the rights of Indemniteeunder this Agreement unless Indemnitor shall be prejudiced by such failure and then only to theextent of such prejudice. Should Indemnitor fail to discharge or undertake to defend Indemniteeagainst such liability (with counsel approved by Indemnitee), within ten(10) days

after Indemnitee gives Indemnitor written notice of the same, then Indemnitee may settle suchClaim, and Indemnitor’s liability to Indemnitee shall be conclusively established by suchsettlement, the amount of such liability to include both the settlement consideration and thereasonable costs and. expenses, including attorneys’ fees, incurred by Indemnitee in effecting suchsettlement. Indemnitee shall have the right to employ its own counsel in any such ease, but thefees and expenses of such counsel shall be at the expense of Indemnitee unless: (a) the employmentof such counsel shall have been authorized in writing by Indemnitor in connection with the defenseof such action, (b) Indemnitor shall not have employed counsel to direct the defense of suchaction, or (c) Indemnitee shall have reasonably concluded that there may be defenses available toit which are different from or additional to those available to Indemnitor (in which caseIndemnitor shall not have the right to direct the defense of such action or of Indemnitee), in anyof which events such fees and expenses shall be borne by Indemnitor.

9.3.2. The indemnification obligations and liabilities under this Agreement shall belimited by the provisions of Section 12.2, below.

9.3.3. The Seller’s indemnification obligations shall survive for a period of twelve (12)months following Close of Escrow. To the extent any Claim by Buyer is not made within suchtwelve (12)-month period pursuant to subsection9.3, above, such Claim shall be deemed waived.

10. CONDITIONS TO CLOSING,

10.1. Seller’s Conditions to Closing. Seller’s obligations to proceed to theClose of Escrow and sell the Property are conditioned on the following:

-4’0,1.1, Performance by Buyer, The due performance by Buyer of each and everyundertaking and agreement to be performed by it hereunder in all material respects (including thedelivery to Seller of the items specified to be delivered by Buyer in Section 6.1.2, above) andthe truth of each representation and warranty made by Buyer in this Agreement in all materialrespects at the time as of which the same is made and as of the Closing Date as if made on and asof the Closing Date to the extent set forth in Seller’s Closing Certificate.

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10.1.2. No Bankruptcy or Dissolution. That at no time on or before the ClosingDate shall any Bankruptcy/Dissolution Event have occurred with respect to Buyer, and if Buyer is apartnership, any general partners of Buyer.

10,2, Buyer’s Conditions to Closing. Buyer’s obligations to proceed to the Closeof Escrow and purchase the Property are conditioned on the following:

10.2.1, Performance by Seller. The due performance by Seller of each and everyundertaking and agreement to be performed by it hereunder in all material respects (including thedelivery to Buyer of the items specified to be delivered by Seller in Section 6.1.1, above), andthe truth of each representation and warranty made by Seller in this Agreement in all materialrespects at the time as of which the same is made and as. of the Closing Date as if made on and asof the Closing Date, Without limitation on the foregoing, as a condition to closing, there shallbe no defaults or exceptions noted in the Closing Certificate.

10,2.2.. No Bankruptcy or Dissolution That at no time on or before the Closing Dateshall a Bankruptcy/Dissolution Event have occurred with respect to Seller or any of the generalpartners of Seller.

10.2.3. Buyer shall have received Estoppel Certificates from the United

States Government, Qualify America, Inc. and One Nationwide Mutual Insurance Co., and anyother tenant leasing more than four thousand (4,000) square feet of space as of Close of Escrow(each, a “Major Tenant”).

10.2.4. As of the Close of Escrow, no Major Tenant shall be in bankruptcy.

11. ENVIRONMENTAL AGREEM ENT.

11.1. Except as expressly set forth in Section8.1,10, above, Seller makes no representationsor warranties, expressed or implied, with respect to the environmental condition of the Propertyor the surrounding property (including without limitation all facilities, improvements, structuresand equipment thereon and soil and groundwater thereunder), compliance with any federal, state orlocal environmental, health or safety statutes, laws or regulations. Except as expressly set forthin Section9, above, Seller makes no indemnifications, expressed or implied, for any costs, claimsor liabilities arising out of or related to the presence, discharge, treatment, recycling,storage, use, transportation, generation, disposal, migration or release on, in, under, from orabout the Property (including without limitation all facilities, improvements, structures andequipment thereon and soil and groundwater thereunder) of any Hazardous Material,

11.2. ,>bject only to Seller’s express representations set forth inSectipn8.1, above, and Seller’s indemnification obligations set forth in Section9, above, Buyerhereby waives, releases and discharges the Seller and each constituent shareholder, officer,director, partner or member of Seller, and their respective successors (collectively, the“Indemnified Parties”) and assigns from any and all environmental suits, causes of action, legalor administrative proceedings, liabilities, claims, damages, losses, costs and expenses ofwhatever kind, known or unknown, including any action under Comprehensive EnvironmentalResponse,

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Compensation, and Liability Act of 1980, 42 U.S.C. 9601 et seq., as amended (“CERCLA”) andthe provisions of California Health & Safety Code Section25100 et seq., as amended, which Buyerhad, has or may have, based upon the presence, discharge, treatment, recycling, use, migration,storage, generation, release, disposal or transportation to or from the Property of any HazardousMaterial or the environmental condition of the Property (including, without limitation, allfacilities, improvements, structures and equipment thereon and soil and groundwater thereunder).Buyer hereby agrees, represents and warrants that the matters released herein are not limited tomatters which are known, disclosed or foreseeable, and Buyer hereby waives any and all rights andbenefits which it now has, or in the future may have, conferred upon Buyer by virtue of theprovisions of Section 1542 of the California Civil Code, which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICII IF KNOWN BY IIIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR,”

Buyer warrants that it is familiar with, has read, understands, and has consulted legalcounsel of its choosing with respect to California Civil Code Section 1542 and Buyer realizes andacknowledges that factual matters now unknown to it may have given, or may hereinafter give, riseto actions, legal or administrative proceedings, claims, demands, debts, controversies, damages,costs, losses,, liabilities and expenses which are presently unknown, unanticipated andunsuspected and Buyer further agrees, represents and warrants that the provisions of this Section11 have been negotiated and agreed upon in light of that realization and that, subject toSections 8 and 9, above, Buyer nevertheless hereby intends to release, discharge and acquit theIndemnified Parties from any such unknown causes of action, legal or administrative proceedings,claims, demands, debts, controversies, damages, costs, losses, Iiabilities and expenses which arein any way related to this Agreement or the Property.

Buyer’s obligations under this Section 11 shall survive the Close of Escrow, 12.MISCELLANEOUS.

12.1. Brokerage Issues. Seller has been represented by Volt Commercial Brokerage(“Veit”), and Buyer has been represented by Grubb & Ellis and Triple Net Properties Realty, Inc.in connection with this transaction. Seller shall pay Voit a commission for this transactionbased on a separate agreement between Veit and Seller, and, upon Close of Escrow only, Sellershall pay Triple Net Properties Realty, Inc. a separate commission in the amount of Three HundredThousand and No/10p Dollars ($300,000.00). The term `Brokers” as }used in thisAgreement shall collectively mean Volt, Grubb & Ellis, and Triple Net Properties Realty, Inc.Voit has represented to Seller that it shall pay a portion of Seller’s commission payment toGrubb & Ellis pursuant to a separate agreement between Voit and Grubb & Ellis, Sellershall have no obligation to pay any sums separately to Grubb & Ellis, Seller represents andwarrants to Buyer that, other than Volt, no broker or finder has been engaged by it in connectionwith the transaction contemplated by this Agreement, and Seller shall indemnify,

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protect, defend and hold Buyer harmless from and against any Claims for a broker’scommission or finder’s fee, other than with respect to Grubb & Ellis and Triple Net Realty, Inc.,to the extent based upon any statement or agreement alleged to have been made by Seller. Buyerrepresents and warrants to Seller that, other than Grubb & Ellis and Triple Net Realty, Inc., nobroker or finder has been engaged by it in connection with the transaction contemplated by thisAgreement, and Buyer shall indemnify, protect, defend and hold Seller harmless from and against anyClaims for a broker’s commission or finder’s fee, other than with respect to Voit, to the extentbased upon any statement or agreement alleged to have been made by Buyer, Under no circumstancesshall any of the Brokers or any other broker or finder be a third party beneficiary under thisAgreement, the Escrow or the Access Agreement.

12.2. Limitation of Liability. No present or future partner, tt member, director,officer, shareholder, employee, advisor, affiliate or agent of or in Buyer or Seller or anyaffiliate of Buyer or Seller (including Michael F. Harrah and Caribou Industries, Inc..)shall have any personal liability, directly or indirectly, under or in connection with thisAgreement, the Access Agreement, or any agreement made or entered into under or in connection withthe provisions of this Agreement or the Access Agreement, or any amendment or. amendments to any ofthe foregoing made at any time or times, heretofore or hereafter, and Seller, Buyer, and theirrespective successors and assigns and, without limitation, all other persons and entities, shalllook solely to the Buyer’s or Seller’s, as applicable, assets for the payment of any Claim or forany performance, and Seller and Buyer hereby waive any and all such personal liability. Forpurposes of this subsection 12.2, no negative capital account or any contribution or paymentobligation of any partner or member in Buyer or Seller shall constitute an asset of Buyer orSeller, as applicable, In addition, neither Buyer, Seller, nor any of their respective successorsor assigns intend to assume any personal liability, directly or indirectly, under or in.connection with any Business Agreement to which the Property is now or hereafter subject, and nosuch assumption shall be implied. The limitations of liability contained in this Section are inaddition to, and not in limitation of, any limitation on liability applicable to Buyer and Sellerprovided elsewhere in this Agreement or by law or by any other contract, agreement or instrument.

12.3. Successors and Assigns. Except as contemplated pursuant to Section 12,8,12,below, Seller may not assign or transfer its rights or obligations under this Agreement withoutthe prior written consent of Buyer (in which event such transferee shall assume in writing all ofthe transferor’s obligations hereunder, but such transferor shall not be released from itsobligations hereunder), No consent given by Buyer to any transfer or assignment of Seller’s rightsor obligations hereunder shall be construed as a consent to any other transfer orassignment of Seller’s rights or obligations hereunder. Buyer may not assign or transfer itsrights or obligations under this Agreement prior to the Closing Date without the prior writtenconsent of Seller (which Seller agrees not to unreasonably withhold), However, Buyer shall havethe right to assign this Agreement and the Escrow to an entity controlled by Buyer or itsprincipals (a “Buyer Affliate”) without obtaining the prior written consent of Seller,provided, however, (i) no such assignment shall be effective unless Buyer provides Seller withwritten notice of such intended assignment to a Buyer Affiliate no later than three (3) businessdays prior to the scheduled Closing Date, and (ii) Buyer concurrently provides reasonablesupporting documentation that such intended assignee qualifies as a Buyer Affiliate pursuant tothis Section. Additionally, no later than three (3) business days before the scheduled ClosingDate, Buyer shall have the right to designate up to thirty-five (35) designees to taketitle to the

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Property as grantees, assignees and transferees subject toall terms and conditions of this Agreement and the respectiveconveyancing documents, No assignment or vestee designation byBuyer, whether or not to a Buyer Affiliate, shall relieve Buyer ofits obligations under this Agreement or the Access Agreement, Notransfer or assignment in violation of the provisions hereof shallbe valid or enforceable. Subject to the foregoing, this Agreementand the terms and provisions hereof shall inure to the benefit ofand be binding upon the successors and assigns of the parties. Uponany such assignment or vestee designation by Buyer or any successor,assign, or designee of Buyer, the assignor’s liabilities andobligations hereunder or under any instruments, documents oragreements made pursuant hereto shall be binding upon any assigneeor designee; provided, however, that such assignee or designee shallhave the benefit of any limitations of such liabilities andobligations applicable to either the assignor, assignee, or designeeprovided by law or by the terms hereof or such instruments,documents or agreements,To Buyer:

With Copy To:

To Seller:

12.4. Notices. Any notice which a party is required or may-desire to give the other shall bein writing and shall be sent only by personal delivery, by mail (either [i] by United Statesregistered or certified mail, return receipt requested, postage prepaid, or [ii] by FederalExpress or similar generally recognized overnight carrier regularly providing proof of delivery),or by facsimile, provided that in the event of a facsimile notice, a hard copy of such notice isprovided by mail as set forth above, in any event addressed as follows (subject to the right of aparty to designate a different address for itself by notice similarly given at least five (5) daysin advance):

Triple Net Properties, LLC
4 Hutton Center Drive, Suite 700 South Coast Metro, California 92707
Attention: Mr. Brendan Considine
Office (Gen,): (714) 667-8252 Facsimile: (714) 667-0611


Hirschler Fleischer
701 East Byrd Street
Richmond, Virginia
Attention: Joseph J. McQuade, Esq. Office (Gen.): (804) 771-9502 Facsimile:(804) 644-0957


Santa Ana Arts IV, inc.
12.00 N. Main Street, Suite 900 Santa Ana, California 92701 Attention: Mr. MichaelF. Harrah

Office (Gen.): (714) 543-9484Telecopier: (714) 543-9972

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Garrett DeFrenza Stiepel LLPWith Copy To:

To Escrow Holder:

695 Town Center Drive, Suite 500 Costa Mesa, California 92626 Attention: Henry R.Stiepel, Esq. Office (Gen): (714) 384-4300 Telecopier: (714) 384-4320

North American Title Company 505S. Main Street, Suite 101Orange, California 92868
Attention: Ms. Christine EnglishOffice: (714) 550-6546

Facsimile: (714) 550-6411

Any notice shall be deemed effective upon delivery (whether accepted or refused). Allnotices that are required or permitted to be given by either party to the other under thisAgreement may be given by such party or its legal counsel, who are hereby authorized to do so onthe party’s behalf.

12.5. Legal Costs, In the event any action be instituted by a party to enforce thisAgreement, the prevailing party in such action (as determined by the court, agency or otherauthority before which such suit or proceeding is commenced), shall be entitled to such reasonableattorneys’ fees, costs and expenses as may be fixed by the decision maker. The foregoing includes,but is not limited to, reasonable attorneys’ fees, expenses and costs of investigation incurred in(1) appellate proceedings; (2) in any post judgment proceedings to collect or enforce the judgment;(3) establishing the right to indemnification; and (4) any action or participation in, or inconnection with, any case or proceeding under Chapter 7, 11 or 13 of the Bankruptcy Code (11 UnitedStates Code Section 101 et seq.), or any successor statutes.

12.6, Further Instruments. Each party will, whenever and as often as it shall berequested so to do by the other, cause to be executed, acknowledged or delivered any and all suchfurther instruments and documents as may be necessary of proper, in the reasonable opinion of therequesting party, in order to carry out the intent and purpose of this Agreement.

12.7. Natural Hazard Disclosure Requirement Compliance. Buyer acknowledgeshaving received the Commercial Natural Hazard Disclosure Report for the Property, datedMarch 6, 2006, prepared by JCP (Order No. 20060306000056),

12,8, Matters of Construction

12.8.1. Incorporation of Exhibits. All exhibits attached and referred to in thisAgreement are hereby incorporated herein as fully set forth in (and shall be deemed to be a partof) this Agreement.

12.8.2, Entire Agreement, This Agreement, together with the Access Agreement andthe Escrow Agreement, contains the entire agreement between the parties

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respecting the matters herein set forth and supersedes all prior agreements between theparties hereto respecting such matters except the Access Agreement and the Escrow Agreement.

12.8.3. Time of the Essence, Subject to subsection 12.8.4, below, time is of theessence of this Agreement,

12.8.4. Non Business Days. Whenever action must be taken (including the giving ofnotice or the delivery of documents) under this Agreement during a certain period of time (or by aparticular date) that ends (or occurs) on a iron business day, then such period (or date) shall beextended until the immediately following business day. As used herein, “business day” means anyday other than a Saturday, Sunday or federal or California holiday.

12.8.5, Severability, If any term or provision of this Agreement or the applicationthereof to any person or circumstance shall, to any extent, be invalid or unenforceable, theremainder of this Agreement, or the application of such term or provision to persons orcircumstances other than those as to which it is held invalid or unenforceable, shall not beaffected thereby, and each such term and provision of this Agreement shall be valid and beenforced to the fullest extent permitted by law,

12.8.6. Interpretation Words used in the singular shall include the plural, and viceversa, and any gender shall be deemed to include the other, Whenever the words “including,”“include” or “includes” are used in this Agreement, they should be interpreted in a non-exclusivemanner. The captions and headings of the Sections of this Agreement are for convenience ofreference only, and shall not be deemed to define or limit the provisions hereof. Except asotherwise indicated, all Exhibit and Section references in this Agreement shall be deemed to referto the Exhibits and Sections in this Agreement, Each party acknowledges and agrees that thisAgreement (a) has been reviewed by it and its counsel; (b) is the product of negotiations betweenthe parties, and (c) shall not be deemed prepared or drafted by any one party. In the event of anydispute between the parties concerning this Agreement, the parties agree that any ambiguity in thelanguage of the Agreement is to not to be resolved against Seller or Buyer, but shall be given areasonable interpretation in accordance with the plain meaning of the terms of this Agreement andthe intent of the parties as manifested hereby.

12.8,7, No Waiver. Any party may at any time or times, at its election, waive any ofthe conditions to its obligations hereunder, but any such waiver shall be effective only ifcontained in a writing signed by such party (except that if a party proceeds to Closing,notwithstanding the failure of a condition to its obligation to close, then such condition shallbe deemed waived by the Closing), No such waiver shall reduce the rights or remedies of a party byreason of any breach by the other party hereunder, Waiver by one party of the performance of anycovenant, condition or promise of the other party shall not invalidate this Agreement, nor shallit be deemed to be a waiver by such party of the performance of any other covenant, condition orpromise by such other party (whether preceding or succeeding and whether or not of the same orsimilar nature). No failure or delay by one party to exercise any right it may have by reason ofthe default of the other party shall operate as a waiver of default or modification of thisAgreement or shall prevent the exercise of any right by such party while the other party continuesto be so in default,

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12.8.8. Consents and Approvals,, Except as otherwise expresslyprovided herein, any approval or consent provided to be given by a party hereunder may begiven or withheld in the absolute discretion of such party.

12.8.9. Governing Law, THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED INACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (WITHOUT REGARD TO CONFLICTS OFLAW).

12.8.10. Third Party Beneficiaries, Seller and Buyer do not intend by anyprovision of this Agreement to confer any right, remedy or benefit upon any third party(express or implied), and no third party (including, without limitation, any brokers) shall beentitled to enforce or otherwise shall acquire any right, remedy or benefit by reason of anyprovision of this Agreement,

12.8,11, Amendments, This Agreement may be amended by written agreement ofamendment executed by all parties, but not otherwise.

12.8.12. 1031 Exchange,, Buyer acknowledges that Seller may effect anexchange of any or all of the Properties that may qualify for nonrecognition treatment inaccordance with Section 1031 of the Internal Revenue Code, Buyer agrees to cooperate with Sellerin connection with the exchange, provided, however, (a) Buyer shall incur no liability inconnection with an exchange; (b) Buyer shall not be required to take title to any property withrespect to the exchange; (c) Seller shall be solely responsible for any and all costs associatedwith the exchange including, without limitation, (i) costs to prepare the necessary agreements,escrow instructions and other documents relating to the exchange; (ii) escrow costs, broker’scommissions, title charges, recording costs or other charges relating to the exchange; and

(iii) attorneys’ fees and other costs incurred by Seller and/or Buyer relating to the exchange; and
(d) the Close of Escrow shall not be contingent upon the exchange, and the exchange shall not inany way delay the Close of Escrow.

12.8.13. Certain} Definitions.. As used in this Agreement,, the followingterms (whether or not initially capitalized herein) shall have the following meanings:

a) Bankruptcy/Dissolution Event means the occurrence of anyof the following: (a) the commencement of a case under Title 11 of the U.S. Code, as nowconstituted or hereafter amended, or under any other applicable federal or state bankruptcy law orother similar law; (b) the appointment of a trustee or receiver of any property interest; (e) anassignment for the benefit of creditors; (d) an attachment, execution or other judicial seizure ofa substantial property interest; (e) the taking of, failure to take, or submission to any actionindicating an inability to meet its financial obligations as they accrue; or (f) a dissolution orliquidation, death or ineapacity.

b) “Business Agreement” means any equipment lease, rental agreement, loan agreement,mortgage, easement, covenant, restriction or other agreement or instrument at any time or timesaffecting all or a portion of the Property,

c) “Claim” means any obligation, liability, claim (including any claim for damage to propertyor injury to or death of any persons), lien or encumbrance, loss,

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damage, cost or expense (including any judgment, award, settlement, reasonable attorneys’fees and other costs and expenses incurred in connection with the defense of any actual orthreatened action, proceeding or claim [including appellate proceedings], and any collection costsor enforcement costs).

d) “Hazardous Material” means any hazardous; toxic or dangerous waste, substance or material,pollutant or contaminant, as defined for purposes of the Comprehensive Environmental Response,Compensation and Liability Act of1980 (42 U.S.C. Section 9601 et seq,), as amended, or theResource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended, or any otherLaws, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive,carcinogenic, mutagenic, or otherwise hazardous, of any substance which containsgasoline,diesel fuel ar other petroleum hydrocarbons, polychlorinated biphenyls(PCBs), or radon gas, urea formaldehyde, asbestos or lead.

e) “Laws ” means all federal, state and local laws, moratoria, ordinances, rules,regulations, standards, orders, zoning conditions and other governmental requirements (includingthose relating to the environment, health and safety, or handicapped persons) applicable to theProperty.

f) “Permits” means all permits, licenses, approvals, entitlements and other governmentalauthorizations (including certificates of occupancy) required in connection with the ownership,planning, development, construction, use, operation or maintenance of the Property.

12.9. Waiver of Trial by Jury. The parties hereby irrevocably waive their respectiverights to a jury trial of any claim or cause of action based upon or arising out of thisAgreement. This waiver shall apply to any subsequent amendments, renewals, supplements ormodifications to this Agreement, In the event of litigation, this Agreement may be filed as awritten consent to a trial by the court,

12.10. Press Releases, Any press release issued with respect to the transactionscontemplated by this Agreement shall be subject to the prior approval of Buyer.

12.11. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to constitute an original, but all of which, when taken together,shall constitute one and the same instrument, with the same effect as if all of the parties tothis Agreement had executed the same counterpart.

12.12, Time of the Essence. Time is of the essence with respect to the Close of Escrowin particular and with respect to each party’s performance of its respective obligations in

laF;4. ,. f

general.

12.13, SEC Rule 3-14 Post-Closing Cooperation Subject to the terms and conditionsof this Section 12,13, Seller shall use its good faith efforts to provide Buyer such informationas reasonably necessary for Buyer to comply with Rule 210.3-14 of SEC Regulation S-X (“Rule3-14’) together with the representation letter in the form of attached Exhibit “M” (the“Representation Letter”), provided (i) Buyer shall deliver to Seller detailed

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written notice of Buyer’s request for such information no less than forty-five (45) daysbefore the date such information is required, and in no event shall such notice be delivered laterthan twelve (12) months following Close of Escrow, (ii) no information shall be required if Rule3-14 compliance can be reasonably achieved utilizing information available from the Due DiligencePackage or as was otherwise obtained by Buyer during the Inspection Period (as such terms aredefined in the Access Agreement), (iii) Buyer shall pay in advance all costs and expenses estimatedby Seller to compile the information requested by Seller for Rule 3-14 compliance, which amountshall be paid to Seller within ten (10) business days following demand therefor (and, to the extentSeller’s final costs exceeds such estimate, the difference shall be paid within ten (10) businessdays following delivery of an invoice therefor), (iv) no information or documentation shall berequired if the source material is not in Seller’s possession or control, (v) as a covenant thatshall survive the Close of Escrow, Buyer shall indemnify, defend and hold Seller and theIndemnified Parties harmless from and against (y) any and all claims, liabilities, causes ofaction, damages, judgments, losses, costs and expenses (including-attorneys’ fees and court costs)arising from or in connection with allegations of noncompliance with Rule 3-14, including, withoutlimitation, from the SIC, Provided Buyer has complied with the provisions of clauses (i) through(iv) of the immediately preceding sentence and Seller has used its good faith efforts to providethe required documentation, Seller shall have no further obligations or liabilities to Buyerpursuant to this Section or otherwise in connection with Rule. 3-14, including with regard to thecompleteness or accuracy of any information or documentation delivered, and (z) any and all claims,liabilities, causes of action, damages, judgments, losses, costs and expenses to the extentincurred by Seller arising from or in connection with any allegation by the auditor or any personor entity claiming by or through the auditor that any information provided by Seller to the auditorpursuant to the Representation Letter is false or misleading (provided, for purposes of Buyer’sobligations under this clause (z), Buyer’s obligations shall arise upon Seller prevailing in anysuch action or proceeding),

[SIGNATURES ON FOLLOWING PAGE]

110060024.11 34701,0079

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the datefirst above written,

         
SELLER:   SANTA ANA ARTS IV, INC.,
    a California corporation
 
       
 
  /s/ Michael F. Harrah  
 
       
 
  By:   Michael F. Harrah, President
    BUYER: TRIPLE NET PROPERTIES, LLC,  

a Virginia limited liability company

By: /s/ Richard Hutton
Name: RICHARD HUTTON
Title: CHIEF INVESTMENT OFFICER



By:
Name:
Title:



{10060024.1)

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REAL PROPERTY PURCHASE AGREEMENT(10060024,1) 34701,0079

901 CIVIC. CENTERDRIVE SANTA ANA,CALIFORNIA

EXHIBIT LIST

Exhibit “A” Exhibit “B” Exhibit “C” Exhibit “D” Exhibit “E” Exhibit “F” Exhibit “G” Exhibit“H” Exhibit “I” Exhibit “J” Exhibit “K” Exhibit “L” Exhibit “M”

DESCRIPTION OF THE LAND
EXCLUDED PERSONAL. PROPERTY
[RESERVED]. . .
FORM OF DEED
INTENTIONALLY OMITTED
FORM OF LEASE ASSIGNMENT AND ASSUMPTION
FORM OF BILL OF SALE, ASSIGNMENT AND ASSUMPTION FORM OF CERTIFICATE OF “NON FOREIGN” STATUS FORM OFNOTICE TO TENANTS
FORM OF CLOSING CERTIFICATE
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES RENT ROLLS







FORM OF SEC REPRESENTATION LETTER

29

Exhibit “A”
DESCRIPTION OF THE LANDExhibit A

PARCEL 1, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE CALIFORNIA, AS SHOWN ON A MAP FILED INBOOK 183 PAGES 9 TO 11, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDEER OF ORANGECOUNTY, CALIFORNIA,

EXCEPT ALL OIL, GAS, HYDROCARBON SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER, TOGETHER WITHTHE RIGHT TO DRILL INTO, THROUGH AND TO USE AND OCCUPY ALL PARTS OF SAID PROPERTY LYING MORE THAN500 FEET BELOW THE SURFACE THEREOF FOR ANY PURPOSES INCIDENTAL TO THE EXPLORATION FOR ANDPRODUCTION OF OIL, GAS, HYDROCARBON SUBSTANCES OR MINERAL FROM SAID PROPRETY OR OTHER LANDS,WITHOUT, HOWEVER, ANY RIGHT TO USE EITHER THE SURFACE OF SAID PROPERTY OR ANY PORTION OF SAIDPROPERTY WITHIN 500 FEET OF THE SURFACE FOR ANY PURPOSE OR PURPOSES WHATSOEVER AS RESERVED BY THECOMMUNITY REDEVELOPMENT AGENCY OF THE. CITY OF SANTA ANA IN A DEED RECORDED OCTOBER 3, 1983 ASINSTRUMENT NO, 83-435155, OF OFFICIAL RECORDS.

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