Common use of The Property Clause in Contracts

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.

The Property. Seller For the purpose of securing payment and performance of the Secured Obligations defined in Section 2 below, Trustor hereby agrees irrevocably and unconditionally grants, bargains, sells, conveys, transfers and assigns to sell and convey unto PurchaserTrustee, and Purchaser hereby agrees to purchase from Seller, in trust for the price benefit of Beneficiary, with power of sale and subject to the termsright of entry and possession, covenantsall estate, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest which Trustor now has or may later acquire in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other following property (all or any part of such property, or any interest in all or any part of it, together with the “Appurtenances”Personalty (as hereinafter defined) (the Units, the Improvements and the Appurtenances are being hereinafter collectively referred to in this Agreement collectively as the “Real "Property”); and "): (ba) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master The real property located at ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Units 11 - 18, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in the County of Jefferson, as described in Exhibit A hereto (the "Land"); (b) All buildings, structures, improvements, fixtures and appurtenances now or hereafter placed on the Land, and all apparatus and equipment now or hereafter attached in any manner to the Land or any building on the Land, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment (collectively, the "Improvements"); (c) All easements and rights of way appurtenant to the Land; all crops growing or to be grown on the Land (including all such crops following severance from the Land); all standing timber upon the Land (including all such timber following severance from the Land); all development rights or credits and air rights; all roads, streets, alleys and other rights of way (open or proposed) to the centerline, minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon the Land; (d) All water and water rights, whether tributary, nontributary, not nontributary, or other groundwater that is subject to the provisions of Colorado Revised Statutes Section 37-90- 137(4) or the corresponding provisions of any successor statute, whether adjudicated or unadjudicated, absolute or conditional, and all ditches and ditch rights, water ▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modifiedwell rights, the “Tenant Leases”)State Engineer filings, (ii) well registration statements and well permits, water taps, reservoirs and reservoir rights, springs, all operating agreements, management contracts, service contractsdecrees and pending water court applications, and other agreements relating to the operation all water company and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference mutual ditch or reservoir company stock, and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items interest under any decreed or pending plan of personal property situated upon augmentation or within the Real Propertywater exchange plan, which pertain to and are are, have been, or may be used on or in connection with the operation and maintenance of the Real Propertywith, includingor appurtenant to, without limitationor located on or underlying, or in any way associated with, the personal property described on Exhibit A-4 attached to this Agreement Land, with all appurtenances; (e) All existing and incorporated herein by reference (the “Personalty”); future leases, subleases, subtenancies, licenses, occupancy agreements and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, concessions relating to the extent but only to the extent the same are transferable by Seller use and relate to enjoyment of all or any part of the Real Property (Land or the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, PersonaltyImprovements, and Intangible Personal Property any and all guaranties and other agreements relating to or made in connection with any of the foregoing; (f) All proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Land, Improvements, or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies, whether or not such policies are referred required by Beneficiary, and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in this Agreement collectively as the “Personal Property”. The Real Property connection with any condemnation or eminent domain proceeding, and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstandingall causes of action and their proceeds for any breach of warranty, misrepresentation, damage or injury to, or defect in, the Parties acknowledge Land, Improvements, or the other property described above or any part of them; and (g) All proceeds of, additions and agree that accretions to, substitutions and replacements for, and changes in any of the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaserdescribed above.

The Property. Subject to the terms and conditions of this Agreement, and for the consideration herein set forth, Seller hereby agrees to sell and convey unto Purchasertransfer, and Purchaser hereby ▇▇▇▇▇▇▇▇▇ agrees to purchase from Sellerand acquire, for the price following (collectively, and subject to excluding the termsExcluded Property, covenants, conditions and provisions herein set forth: the “Property”): (a) 100% of the condominium units Land, including all caliche, sand, gravel, rock, water rights, wind rights, solar rights, underground pore space and other real property interests described on Exhibit A attached to this Agreement rights, in each case, included as part of the surface estate under the laws of the State of Texas in, on, under, and incorporated herein by reference (associated with the “Units”)Land, together with all improvements and fixtures thereon and fixtures attached thereto associated rights-of-way, permits, utilities, and any and all interests of any type owned by Seller in and to the Land, including all easements, rights-of-way, adjacent streets, alleys, strips, gores, and other appurtenances to the Land (collectively, with the Land, the “ImprovementsReal Property”); (b) 100% of the (i) the legal title to all underground water, percolating water, artesian water, and any other water in, under and that may be produced from any and all depths, reservoirs, formations, depths and horizons lying immediately beneath the surface of the applicable property down to the center of the earth (“Groundwater”) in and under the Land; (ii) the right to test, explore for, drill for, develop, produce, capture, transport, store, treat, sell and otherwise use all Groundwater in, under and that may be produced from the Land; (iii) the right to use the surface of the Land for access to and to explore for, drill for, develop, produce, capture, transport, store, treat, sell and otherwise beneficially use such Groundwater to the full extent permitted by Applicable Law; (iv) all permits relating to any of the foregoing, expressly including any Groundwater permits; and (v) all rights, privileges, and appurtenances relating to any of the foregoing (collectively, “Groundwater Rights”) and all Groundwater in, on, under or produced from or attributable to the Groundwater Rights from and after the Closing, together with all proceeds therefrom or from the sale thereof, expressly including all of Seller’s right, title and interest in and to inventory of Groundwater located on or under Land or otherwise owned directly or indirectly by Seller as of the Closing, subject to, in each case, for the avoidance of doubt, the rights in and to produced water extracted as part of hydrocarbon exploration and production operations held by the lessees of the mineral interests underlying the Land; (c) all appurtenances to houses, buildings, barns, structures, and other improvements of any kind located on the UnitsLand and all related fixtures, to the extent but only to the extent the same relate to the Units built-in appliances, attached floor coverings and not wall coverings, and heating and air-conditioning units, if any other property (collectively, the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real PropertyImprovements”); and ; (bd) all of Seller’s right, title and interest in and to all personal property, equipment, fixtures, dwellings, furniture, and furnishings in and on the Land and/or the Improvements; building and construction materials, goods, supplies, windmills, tanks, pens, fences, gates, sheds, corrals, portable buildings, livestock feeders and troughs, fuel tanks, submersible pumps, pressure tanks, water irrigation pivots and associated equipment, and other articles of personal property, of every kind and character, tangible and intangible, attached to or situated in, on or about the Land and/or the Improvements, or used in or necessary to (i) all leases for the complete and proper use, occupancy of space within the Master Office Unitor operation thereof, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit or acquired (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating whether delivered to the operation and maintenance of Land or stored elsewhere) for use or installation in or on the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein Land and/or Improvements (collectively, the “Reserve AccountsPersonal Property”); ; (ive) all of Seller’s right, title and interestinterest in and to all contracts, if anyagreements and instruments binding upon Seller and relating to the ownership or operation of the Land, other than the Surface Rights and the Surface Agreements (collectively, the “Contracts”), including the Contracts identified on Exhibit B-1; (f) all right, title and interest of Seller, as grantee, in easements, rights-of-way, licenses, interests, leasehold and landlord rights, and other rights and appurtenances appertaining to the Land (the “Surface Rights”), including those Surface Rights listed on Exhibit B-2, and any interest of Seller in any “excess land”, “vacancies”, strips or gores between the Land and abutting properties, and any interest of Seller in any lands lying immediately appurtenant to the Land; (g) any assignable county, state, or other governmental permits related to or useful for the Land, and/or Personal Property, Groundwater produced from the Land, and/or Groundwater Rights under the Land (collectively, “Permits”); (h) all right, title and interest of Seller, as grantor, in and to all items any surface use agreements, surface leases, or other instruments that give any third party, individual, firm, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or any other entity (collectively, a “Person”) a right of personal property situated upon access to or within the Real Property, which pertain to and are used in connection with the operation and maintenance use of the Real PropertyLand (collectively, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “PersonaltySurface Agreements”); and (v) , including the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts Surface Agreements listed on Exhibit A-7 are excluded B-3; (i) all revenues attributable to derived from the definition ownership and/or operation of all other items constituting the Property from and are after the Closing Date, including unresolved claims arising under the Contracts or Surface Agreements attributable to any periods prior to the Closing; (j) all causes of action accruing prior to the Closing Date for property damage to the Land that has not included in been either restored to the condition immediately prior to such damage or compensated by the third Person causing such damage; and (k) all hay and any other crops growing on the Land or harvested and stored on the Land at the time of Closing, together with all proceeds therefrom or from the sale of the Property to Purchaserthereof.

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) The Property is defined as and shall include all of the condominium units and other real property interests following: (i) That certain parcel of land located in Cobb ▇▇▇nty, Georgia, more particularly described on in Exhibit A attached to this Agreement and incorporated herein by reference hereto (the “Units”"Land"), together with all improvements thereon and fixtures attached thereto ; (the “Improvements”ii) and all of Seller’s rightAll rights, title and interest of Seller in and to all appurtenances to buildings and improvements situated on, above or under the Units, to the extent but only to the extent the same relate to the Units and not any other property Land (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are hereinafter collectively referred to in this Agreement collectively as the “Real Property”"Improvements"); and ; (biii) all of Seller’s rightAll rights, title and interest of Seller, if any, in and to any and all streets, roads, rights-of-way and easements adjacent, contiguous or beneficial to the Land; provided, however, except as may be expressly provided herein no representation or warranty is made by Seller with respect to title to such streets, roads, rights-of-way or easements, however, Seller represents that there is access to the Property via adjacent streets and roads; (iiv) all leases for All furniture, furnishings, fixtures, machinery, trade names, excluding the occupancy trademark "Creating Communities For Superior Lifestyles", telephone numbers (to the extent transferable) and equipment appurtenant to or used in connection with the operation of space within the Master Office UnitLand or Improvements, Commercial Master ▇▇▇▇ ▇including, ▇▇▇but not limited to that inventory described on Exhibit B attached hereto (hereinafter collectively referred to as the "Personal Property"); and (v) All other appurtenances, and any other right, title, interest or estate of Seller in or to the Land, Improvements or the Personal Property, including without limitation both tangible and intangible rights related thereto such as plans and specifications, surveys, studies, reports, tenant lists, contracts, permits, licenses, approvals or other rights relating to the ownership, use or operation of the Property. (b) The Property is located at 2650 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended d is commonly known or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser"Autumn Ridge Apartments".

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby Buyer agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Unitsfollowing, to the extent but only to the extent the same relate to the Units and not any other property (the which is commonly known as “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein Perimeter Place” (collectively, the “Reserve AccountsProperty“): (a) That certain tract of land, more particularly described in Exhibit ”A” attached hereto and incorporated by reference herein for all purposes (the “Land“); (b) All buildings, structures, parking areas and improvements situated on the Land and all fixtures and other property affixed thereto (the “Improvements“; the Land and the Improvements collectively, the “Real Property“); (ivc) all All rights, privileges, benefits, hereditaments and appurtenances pertaining to the Land, including rights to any easements, adjacent streets, alleys, roads, rights-of-ways, water rights, and any adjacent strips and gores of Seller’s right, title and interest, if any, in and real estate relating to all items of the Land (the “Appurtenances“); (d) The personal property situated upon or within (the Real “Personal Property“), which pertain to is located on or about, and are is used exclusively in connection with with, the operation and operation, repair or maintenance of the Real Property; (e) To the extent assignable by Seller, includingany (i) product and service warranties, without limitationguaranties and indemnities relating to the Real Property or the Personal Property, (ii) contracts, agreements, written or oral, licenses, certificates, occupancy and use certificates, permits, authorizations, consents, variances, waivers, approvals and the personal property described on Exhibit A-4 attached like from any governmental entity, and water and sanitary sewer and utility capacity and development rights allocable to this Agreement the Land, (iii) Service Contracts (as hereinafter defined) to which Seller is a party relating to the operation of the Property and incorporated herein by reference which Buyer elects to assume under Section 8.3 below, (iv) all rights, if any, of Seller to the name “Personalty”); Perimeter Place,” and (v) to the intangible personal property described on Exhibit A-6 attached to this Agreement extent in Seller’s possession, third party produced plans, drawings, blueprints, specifications and incorporated herein by referencesurveys, in each case, to the extent but only same relates to the extent the same are transferable by Seller and relate to all ownership, occupancy, or any part operation of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and or the Personal Property are referred to in this Agreement collectively as (collectively, the “Property”. Intangibles“); and (f) The foregoing notwithstandinginterest of the lessor or landlord, as applicable, under all leases, licenses and other occupancy agreements covering space on the Land or in the Improvements (including all modifications, extensions, amendments and guaranties thereof collectively, the Parties acknowledge “Leases”), together with all prepaid rents, and agree that outstanding security deposits and other refundable deposits made by the property and accounts listed on Exhibit A-7 are excluded from tenants under the definition of the Property and are not included in the sale of the Property to Purchaser.Leases. NAI-1510716910v10 ​

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.. {N4542684.1} 1

The Property. Seller For the purpose of securing payment and performance of the Secured Obligations defined in Section 2 below, Mortgagor hereby agrees irrevocably and unconditionally grants, conveys, transfers and assigns to sell and convey unto PurchaserMortgagee, and Purchaser hereby agrees to purchase from Seller, upon the statutory mortgage condition for the price and breach of which this Mortgage is subject to the termsforeclosure as provided by law, covenantswith mortgage covenants and right of entry and possession, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”)all estate, together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest which such Mortgagor now has or may later acquire in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other following property (all or any part of such property, or any interest in all or any part of it, together with the “Appurtenances”Personalty (as hereinafter defined) being hereinafter collectively referred to as the "Property"): (a) The real property located in the County of Orange, State of Florida, as described in Exhibit A hereto (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”"Land"); and ; (b) All buildings, structures, improvements, fixtures and appurtenances now or hereafter placed on the Land, including all of Seller’s rightpumping plants, title engines, pipes, ditches and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contractsflumes, and other agreements relating to the operation also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein plumbing fixtures (collectively, the “Reserve Accounts”"Improvements"); (c) All easements and rights of way appurtenant to the Land; all crops growing or to be grown on the Land (including all such crops following severance from the Land); all standing timber upon the Land (iv) including all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within such timber following severance from the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”Land); all development rights or credits and air rights; all water and water rights (v) the intangible personal property described on Exhibit A-6 attached to this Agreement whether riparian, appropriative, or otherwise, and incorporated herein by reference, whether or not appurtenant to the extent but only Land) and shares of stock pertaining to such water or water rights, ownership of which affect the Land; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon the Land; (d) All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions relating to the extent the same are transferable by Seller use and relate to enjoyment of all or any part of the Real Property (Land or the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, PersonaltyImprovements, and Intangible Personal Property any and all guaranties and other agreements relating to or made in connection with any of the foregoing; (e) All proceeds, including all claims to and demands for them, of the voluntary or involuntary conversion of any of the Land, Improvements, or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies, whether or not such policies are referred required by Mortgagee, and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in this Agreement collectively as the “Personal Property”. The Real Property connection with any condemnation or eminent domain proceeding, and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstandingall causes of action and their proceeds for any breach of warranty, misrepresentation, damage or injury to, or defect in, the Parties acknowledge Land, Improvements, or the other property described above or any part of them; and (f) All proceeds of, additions and agree that accretions to, substitutions and replacements for, and changes in any of the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaserdescribed above.

The Property. Seller hereby agrees to sell sell, transfer, assign and convey unto convey, or cause to be sold, transferred, assigned and conveyed, to Purchaser, and Purchaser hereby agrees to purchase from Sellerpurchase, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to: (i) that certain plot, piece and parcel of land described in Exhibit A attached hereto (the “Land”); (ii) all easements, rights of way, privileges, appurtenances, covenants, strips and gores pertaining to or benefiting the Land, if any, together with all appurtenances right, title and interest of Seller, if any, in and to (a) any land within the right-of-way of any street, road, avenue, open or proposed, public or private, in front of or adjacent to the UnitsLand or any portion thereof, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Unitscenter line thereof, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all oil, gas and mineral rights appurtenant to the Land (collectively, the “Appurtenances”); (iii) all buildings and improvements located on the Land (the “Improvements”; the Land, Appurtenances and Improvements being hereinafter sometimes collectively referred to as the “Real Estate”); (iv) all tangible personal property and fixtures (which are not part of the Improvements) of any kind attached to or located upon and used in connection with the ownership, maintenance, use or operation of the Hotel and the other portions of the Property as of the date hereof (or acquired by Seller and so employed prior to Closing, as defined below), including, but not limited to, all furniture, fixtures, equipment, signs; all heating, lighting, plumbing, drainage, electrical, air conditioning, and other mechanical fixtures and equipment and systems; all copy machines, computers, software, facsimile machines and other office equipment; all elevators, escalators, and related motors and electrical equipment and systems; all hot water heaters, furnaces, heating controls, motors and boiler pressure systems and equipment; all shelving and partitions; all ventilating equipment, and all incinerating and disposal equipment; all spa and health club and fitness equipment and furnishings; all vans, automobiles and other motor vehicles; all carpets, drapes, beds, furniture, furnishings, televisions, telephones and similar property; all stoves, ovens, freezers, refrigerators, dishwashers, disposals, kitchen equipment and utensils, tables, chairs, plates and other dishes, glasses, silverware, serving pieces and other restaurant and bar equipment, apparatus and utensils; all audiovisual equipment, banquet equipment and laundry equipment; exclusive of (a) any personal property leased under the Equipment Leases described below, (b) items belonging to Hotel guests and tenants under the Space Leases described below, (c) the items listed on Exhibit B, and (d) any property, including reservation equipment, software, operating manuals, and other proprietary information, owned by the manager of the Hotel, Four Seasons Hotels Limited (the “Manager”) or its Affiliates, subject to the terms of the Hotel Management Agreement (defined below) (collectively, the “FF&E”); provided, however, in all cases, subject to the rights of Manager under the Hotel Management Agreement with respect to any items bearing any tradenames, trademarks or logos belonging to Manager or any of its Affiliates; (v) all merchandise, supplies, inventory and other items used for the operation and maintenance of guest rooms, guest services, restaurants, lounges, swimming pools, health clubs, and other common areas and recreational areas located within or relating to the Improvements, including, without limitation, all food and beverage (alcoholic and non-alcoholic) inventory, office supplies and stationery, advertising and promotional materials, towels, washcloths, bedding and other linens, cleaning and maintenance supplies, guest toiletries, napkins and tablecloths, china, flatware, glassware, paper goods, employee uniforms, and gift shop inventories and other items held for resale at the Hotel (collectively, the “Supplies”); provided, however, in all cases subject to the rights of Manager under the Hotel Management Agreement with respect to any Supplies bearing any tradenames, trademarks or logos belonging to Manager or any of its Affiliates; (vi) the leases of equipment, furnishings or other personal property located on the Real Estate and used in connection with the operation of the Hotel and other portions of the Property, identified in Exhibit C, together with the rights to the property covered thereby (the “Equipment Leases”); (vii) the service, maintenance, parking service management and other agreements in connection with the operation of the Hotel and the maintenance of the Real Estate and FF&E, identified in Exhibit D (the “Service Contracts”); (viii) the Second Amended and Restated Hotel Management Agreement dated January 1, 1997, between Manager and Georgetown Plaza Associates (the “Hotel Management Agreement”); (ix) the leases, licenses, concessions and other agreements granting any occupancy, possessory or entry rights in or to the Real Estate, identified in Exhibit E (the “Space Leases”), including any prepaid rents or deposits held by Seller (or Manager) thereunder (the “Lease Deposits”); (x) all of Seller’s rightrights under that certain Rental Agreement dated December 9, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master 2004 between ▇▇▇▇▇▇▇ Company, as landlord and Georgetown Plaza Associates, as tenant for premises known as Apartment 1519, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Off-Site Rental Agreement”); (xi) the agreements identified in Exhibit F, pursuant to which third parties have been given certain rights to rooms or services at the Hotel from and/or after the Closing Date (the “Rooms Agreements”); (xii) the aggregate amount of any deposits (“Reservation Deposits”) received by Seller (whether paid in cash or by credit card) as a down payment for reservations made for rooms, banquets, meals or other services to be supplied from and/or after the Closing Date (the “Reservations”); (xiii) the books, records, files (including personnel files) and any customer, mailing or “frequent user” lists maintained solely in connection with the operation or promotion of the Hotel (and not any other property), including all non-proprietary computer data bases containing any such information, but excluding any personal income tax records, any of the foregoing owned by the Manager and portions of employee files (such as medical records) to the extent a Seller is prohibited by applicable law from disclosing the information contained therein (collectively, the “Books”); (xiv) all goodwill of the Hotel and all of Seller’s rights, if any, in and to the tradenames, trademarks, service marks and logos described on Exhibit G, but specifically excluding names, marks and logos which are owned by the Manager (the “Intangibles”); (xv) to the extent assignable, all warranties, guaranties and indemnities with respect to the Real Estate and the FF&E for the benefit of Seller (the “Warranties”); (xvi) to the extent assignable, all licenses (including without limitation liquor, beer, wine, bar and similar licenses), permits (including without limitation health, swimming pool and elevator permits), certificates of occupancy, and similar documents issued by any federal, state, district, or local authority in the name of Seller or any Affiliate of Seller and relating to the Hotel (the “Licenses”); (xvii) all plans, drawings and specifications relating to the Hotel to the extent in Seller’s possession or control (the “Plans and Specs”); (xviii) all rights to water service, sanitary and storm sewer service, electrical service and gas service benefiting the Land and Improvements (the “Utilities”); (xix) all cash on hand and other funds at the Hotel as of the Apportionment Date (defined in Section 13 below), including till money (the “House Banks”); and (xx) the outstanding receivables under (a) that certain note dated December 15, 1999 made by ▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ to Seller evidencing the loan from Seller to ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ in the original principal amount of $400,000 (the “General Manager’s Mortgage Loan”) and Venue Master Unit (as amended b) all income or modifiedaccounts receivable for room, food and beverage and other sales and services at or from the Hotel for the period through the Apportionment Date (defined below) that have remained outstanding for a period less than or equal to ninety (90) days (the “Accounts Receivable”; and, together with the outstanding balance of the General Manager’s Mortgage Loan, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal PropertyReceivables”). The Tenant Accounts Receivable shall include room charges for the night commencing on the Apportionment Date and ending on the morning of the Closing Date, as well as income from food and beverage sales through 4:00 A.M. on the Closing Date. The Land, the Appurtenances, the Improvements, the FF&E, the Supplies, the Equipment Leases, the Service Contracts, Reserve Accountsthe Hotel Management Agreement, Personaltythe Space Leases, the Lease Deposits, the Off-Site Rental Agreement, the Rooms Agreements, the Reservations and Intangible Personal Property are referred to in this Agreement collectively as Reservation Deposits, the “Personal Property”. The Real Property Books, the Intangibles, the Warranties, the Licenses, the Plans and Specs, the Utilities, the House Banks and the Personal Property Receivables are referred to in this Agreement hereinafter collectively as called the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.

The Property. 1.1 Seller hereby agrees to sell and convey unto Purchaser, to Purchaser and Purchaser hereby agrees to purchase buy from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”)Property, together with all improvements thereon and fixtures attached thereto of the following, if any (the “Improvements”) and all of Seller’s which shall be deemed to be included in the defined term “Property”): all easements, rights of way or use, licenses, permits and rights to same belonging to or appurtenant to the Property; any strips or gores of land adjoining the Property; all mineral, oil, and gas rights and profits, water rights and sub-terrain rights; all sewer and utility rights allocated to the Property and the improvements thereon; all right, title, and interest of Seller as owner of the Property in and to any roads, streets and ways, public or private, serving the Property; and appurtenances to the Property; all right, title and interest of Seller as owner of the Property in and to all appurtenances any land lying in the bed of any street, road, avenue, lane or right-of-way in front of, adjoining or adjacent to the Units, Property whether currently existing or to be obtained by Seller hereunder; other than any of the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and or interest in and set forth herein that Seller, as a municipal corporation of the State, may have, or otherwise may be required to hold, preserve, possess, occupy or maintain, as a matter of law. 1.2 Lot 51, Block 115 (i“Lot 51”) all leases is currently occupied by the owner of adjacent Lot 16.01, Block 115 on a month-to-month lease for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating its towing operation. Notwithstanding anything to the operation and maintenance of contrary, Purchaser shall have the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached right to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, elect not to take title and interest, if anyto Lot 51, in and to all items of personal property situated upon or within which event the Real PropertyPurchase Price shall be reduced by Fifty-Three Thousand Two Hundred Eighty ($53,280) Dollars, which pertain to and are used in connection with is the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, amount equal to the extent but only to the extent the same are transferable size of Lot 51 (.06 acre) multiplied by Seller and relate to all or any part of the Real Property Eight Hundred Eighty-Eight Thousand (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser$888,000) Dollars per acre.

The Property. Seller For the purpose of securing payment and performance of the Secured Obligations defined in Section 2 below, Trustor hereby agrees irrevocably and unconditionally grants, conveys, transfers and assigns to sell and convey unto PurchaserTrustee, and Purchaser hereby agrees to purchase from Seller, in trust for the price benefit of Beneficiary, with power of sale and subject to the termsright of entry and possession, covenantsall estate, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest which Trustor now has or may later acquire in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other following property (the “Appurtenances”) (the Unitscollectively, the Improvements and "Property"): (a) The real property located in the Appurtenances are referred to County of Orange, State of California, as described in this Agreement collectively as the “Real Property”); and Exhibit "A" hereto; (b) All buildings, structures, improvements, fixtures and appurtenances now or hereafter placed on such real property, and all apparatus and equipment now or hereafter attached in any manner to the real property or any building on the real property, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of Seller’s rightwhich shall be considered to the fullest extent of the law to be real property for purposes of this Deed of Trust; (c) All easements and rights of way appurtenant to such real property; all crops (growing or to be grown on such real property); all standing timber upon such real property; all development rights or credits and air rights, title all water and interest in water rights (whether riparian, appropriative, or otherwise, and whether or not appurtenant to such real property) and shares of stock pertaining to such water or water rights, ownership of which affect such real property; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon such real property; (id) All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions relating to the use and enjoyment of all leases for the occupancy or any part of space within the Master Office Unitsuch real property, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) any and all operating agreements, management contracts, service contracts, guaranties and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used made in connection with the operation and maintenance any of the Real Propertyforegoing; (e) All proceeds, includingincluding all claims to and demands for them, without limitationof the voluntary or involuntary conversion of any of the real property, buildings or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any breach of warranty, misrepresentation, damage or injury to, or defect in, the personal real property, buildings or the other property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all above or any part of the Real Property them; and (the “Intangible Personal Property”). The Tenant Leasesf) All proceeds of, Contractsadditions and accretions to, Reserve Accounts, Personaltysubstitutions and replacements for, and Intangible Personal Property are referred to changes in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that any of the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.described above. ________________________________________________________________________________

The Property. 1.1 Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇▇ ▇, ▇▇▇▇▇▇agrees to purchase the real property consisting of approximately 20.8 acres of land situated at the location generally known as ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in the Village of Highland, the County of ▇, Commercial Master ▇▇▇▇▇ and the State of Texas, and more particularly described on Exhibit “A”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Property”). Notwithstanding the foregoing, the Property shall not and does not include the Condemned Area (as hereinafter defined). The Property is commonly referred to as Marketplace at Highland Village, as shown on the site plan attached as Exhibit “B”. 1.2 At Closing, ▇▇▇▇▇▇ further agrees to assign, transfer and convey to ▇▇▇▇▇, and ▇▇▇▇▇ agrees to acquire and assume from Seller, for no additional consideration (aside from the Purchase Price (as hereinafter defined) as more particularly set forth herein), ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ ’s right, title and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, interest in and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iiifollowing: a) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all All of Seller’s right, title and interest, if any, in and to all items of personal property situated upon apparatus, fittings and fixtures in or within on the Real Property, Property or which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference thereto (the “PersonaltyFixtures”); provided, however, that the foregoing shall in no event include any Fixtures owned by the tenants; b) All of Seller’s right, title and (v) the intangible interest, if any, in and to any equipment, machinery and personal property described located in or on Exhibit A-6 attached to this Agreement the Property and incorporated herein by reference, to the extent but only to the extent the same are transferable owned by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. ); c) All of Seller’s right, title and interest, if any, in and to the trademark, service mark, trade name and name directly relating to “Marketplace at Highland Village” (the “Intellectual Property”); d) The Real Property landlord’s and ▇▇▇▇▇▇’s interest in all leasehold estates created by the Leases and the Personal Property are referred Temporary Occupancy Agreements (each as hereinafter defined); e) All of Seller’s right, title and interest, if any, in and to in this Agreement collectively as all warranties and guaranties, if any, relating to the Property, to the extent transferrable and/or assignable (collectively, the “Warranties”); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such Warranties; f) All of Seller’s right, title and interest, if any, in and to all consents, authorizations, variances or waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity or instrumentality relating to the Property, to the extent transferrable and/or assignable (the “Permits”. The ); provided, however, Buyer shall be solely responsible for all assignment or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing notwithstandingassignment and transfer of any such Permits; and g) All of Seller’s right, title and interest, if any, in and to all Permitted Exceptions (as hereinafter defined). 1.3 Buyer hereby acknowledges that Seller has received that certain Valuation & Advisory Services letter dated December 27, 2022 (as supplemented by that certain Offer Letter dated June 5, 2023, further supplemented by that certain Real Estate Appraisal Report dated January 31, 2023, and further supplemented by that certain Administrative Settlement Approval letter dated July 21, 2023, the Parties “TxDOT Letter”) on behalf of the Texas Department of Transportation (“TxDOT”) with respect to certain areas of the Property that are subject to a condemnation proceeding as described in the TxDOT Letter (the “Condemned Area”). ▇▇▇▇▇ has received a copy of the TxDOT Letter. Seller and ▇▇▇▇▇ acknowledge and agree that Seller shall be entitled to, and shall have the property and accounts listed on Exhibit A-7 are excluded from the definition sole claim to, any condemnation award paid in respect of the Property Condemned Area, whether paid to Seller or Buyer before or after Closing. Buyer hereby disclaims and are not included forever waives any and all right, title or interest in the sale or to any such condemnation award in respect of the Property Condemned Area. If all or any portion of such condemnation award is received by Buyer after the Closing, Buyer shall promptly notify Seller and arrange for payment of such condemnation award to PurchaserSeller, which payment shall be made within ten (10) business days of Buyer’s receipt of such payment. Seller shall cooperate in good faith with Buyer in order to ensure that Buyer is not liable for any portion of real estate taxes or any other costs related to the Condemned Area, and Seller shall indemnify Buyer from same. This Section 1.3 shall survive Closing and delivery of the Deed (as hereinafter defined) until the expiration of the Survival Period (as hereinafter defined).

The Property. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell to the Purchaser and convey unto Purchaser, and the Purchaser hereby agrees to purchase from Seller, for the price and subject to Seller the terms, covenants, conditions and provisions herein set forth: Interests. Seller represents that the Company owns all of the following (hereinafter known as the “Property”): (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (parcel of land in the “Units”)County of ▇▇▇▇▇▇▇▇▇▇, together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s rightMaryland, title and interest in and to all appurtenances to the Unitsknown as Crown Point, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇located at ▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ , ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit more particularly described in Exhibit B attached hereto as a part hereof (the “Land”); (b) all buildings (including but not limited to the office building that is on the Land as amended of the date hereof) [the “Building”], structures, equipment and other improvements on the Land (the “Improvements”); (c) all easements, rights-of-way and appurtenances belonging to the Land and all rights of Seller in the land lying in the bed of any road, street or modifiedalley, open or proposed, which adjoins the Land; (d) all equipment, furniture, furnishings, supplies and other personal property and fixtures of every description, if any, owned by the Company and located in or on, or attached to, or used in connection with the Land or Improvements, except as shown on Schedule 1.2(d) (hereinafter referred to as the “Personal Property”); (e) all of the Company’s right, title and interest as lessor in and to the Tenant Leases and, subject to the terms of the respective applicable Tenant Leases, the “Tenant Leases”), Deposits; (iif) all operating agreementsof the Company’s right, management contractstitle and interest in, in all contract rights related to the Land, Improvements or Personal Property, to the extent assignable, including, without limitation, the Company’s interest in the following: maintenance, construction, commission, architectural, engineering, parking, supply or service contracts, warranties, guarantees and bonds and other agreements relating related to the operation and maintenance of the Real Improvements or Personal Property that will remain in existence after Closing (the “Contracts”); (iiias hereinafter defined) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve AccountsService Contracts”); ;. (ivg) all of Sellerthe Company’s right, title and interest in, to and under any licenses certificates of occupancy, and permits and approvals issued by any governmental authority and relating to the Land, Improvements, Personal Property or Service Contracts, to the extent assignable (the “Permits”); (h) all of the Company’s right, title and interest, if any, to the extent assignable or transferable, in and to the name “Crown Point” and all items of personal property situated upon names, trade names logos associated or within the Real Property, which pertain to and are used in connection with the Property and all trademarks and all local and toll-free telephone numbers and listings used by the Company exclusively in the operation and maintenance identification of the Real PropertyImprovements; and (i) all of the Company’s right, includingtitle and interest, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by referenceif any, to the extent but only to the extent the same are transferable by Seller assignable or transferable, in and relate to all other intangible rights, titles, interests, privileges and appurtenances owned by the Company’s and related to or any part used exclusively in connection with the ownership, use or operation of the Real Land or Improvements.. The Property shall not include the cash balances in the bank accounts shown on Schedule 1.2 (the “Intangible Personal PropertyCash Accounts”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.

The Property. Seller hereby agrees to sell and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, The term "Property" shall mean for the price and subject to the terms, covenants, conditions and provisions herein set forth: all purposes ------------ (a) the condominium units and other real property interests generally described as approximately 4.3 acres located approximately at the northwest corner of East Mineral Avenue and South ▇▇▇▇▇▇▇ Street in Arapahoe County, Colorado as further described on the attached Exhibit A attached to this Agreement 1.1, including all improvements, fixtures, hereditaments and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached easements appurtenant thereto (the “Improvements”"Real Property"); (b) and all of Seller’s 's rights under the Density Transfer Agreement entered into as of September 29, 1999 by and between Seller and PERA, a Colorado general partnership ("PERA") (the "PERA Agreement"), all of Seller's rights under a License Agreement entered into as of September 29, 1999 between Seller and Cyprus Amax Minerals Company (the "Cyprus Agreement"), all of Seller's rights under a Reciprocal Access Agreement entered into as of September 29, 1999 between Seller and PERA (the "Reciprocal Access Agreement"), and a Drainage Easement Agreement entered into as of September 29, 1999 between Seller and PERA (the "Drainage Agreement"); (c) all Seller's right, title and interest in and to all appurtenances assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the UnitsReal Property by any governmental authority and/or third party, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of including Seller’s right, title and 's interest in and plans submitted to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit County in connection with the Government Approvals referred to in Section 9.6 (as amended or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”"Licenses"); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (ivd) all of Seller’s 's right, title title, and interest, if any, in and to all items of personal property situated upon water and water rights, water ▇▇▇▇▇, and well rights, whether tributary or within non-tributary on, underlying, appurtenant to or used on or in connection with the Real Property, which pertain to whether appropriated, conditionally appropriated, or unappropriated, and are whether adjudicated or unadjudicated, including, but not limited to, all well permits, decrees, and pending water court applications, if any, and any well equipment or other personalty or fixtures currently used for the supply, diversion, storage, treatment or distribution of water on or in connection with the operation and maintenance of the Real Property, including, without limitation, and all water and ditch stock relating thereto and all reserved water and sewer taps associated with the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference Real Property (the “Personalty”"Water Rights"); and (ve) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable all mineral rights owned by Seller and relate relating to all or in any part of way appertaining to the Real Property (the “Intangible Personal Property”"Mineral Rights"). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property All of items (a) through (e) are collectively referred to in this Agreement collectively as the “Personal "Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser."

The Property. Seller hereby agrees to sell and convey unto Purchaserto Buyer, and Purchaser hereby Buyer agrees to purchase from Seller, for in accordance with this Agreement, the price and subject to the terms, covenants, conditions and provisions herein set forth: following: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively commonly known as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ #943005-0040-08, together with the improvements on such real property and Venue Master Unit the easements and rights appurtenant to such real property, as more particularly described on Exhibit A attached hereto (as amended or modifiedcollectively, the “Tenant LeasesReal Property”); (b) Seller’s interest in that certain Lease dated November 8, 2019 (the “Lease”) by and among Seller, as landlord, and Facebook Technologies, LLC, a Delaware limited liability company (“Tenant”), and that certain Guaranty of Lease dated November 8, 2019, executed by Facebook, Inc., a Delaware corporation (ii“Guarantor”); (c) Seller’s interest in all operating agreementsfurnishings, management contractsfurniture, service contractsequipment, supplies, and other agreements relating to personal property as are owned by Seller and are currently located in, on, or about and are used exclusively for the operation and maintenance of the Real Property (collectively, the “ContractsPersonal Property”); and (iiid) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement Seller’s interest in all intangible property owned by Seller and incorporated herein by reference used in connection with the Real Property and Personal Property, including all trademarks and trade names used in connection with the Property, all plans and specifications, if any, in the possession of Seller which were prepared in connection with the construction of the Improvements and all funds therein licenses, permits and warranties now in effect with respect to the Property to the extent assignable (collectively, the “Reserve AccountsIntangible Property”); ) but excluding (ivbut subject to the terms set forth in this Agreement) all (i) any rights of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, Seller against third parties including, without limitation, Tenant, with respect to the personal property described on Exhibit A-4 attached period prior to Closing, and (ii) the rights of Seller to rents and other income from Tenant and other third parties for the period prior to the Closing Date. Notwithstanding the foregoing, in the event any warranty is not assignable, Seller shall reasonably cooperate with Buyer to have such warranty assigned to Buyer at no cost to Seller, and further provided that any such assignment shall not be a condition to Buyer’s closing obligations hereunder. All of the foregoing assets and properties to be acquired by Buyer pursuant to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are collectively referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property.”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.

The Property. Seller hereby Subject to the terms and provisions of this Agreement, ▇▇▇▇▇▇ agrees to sell and convey unto Purchaserto Buyer, and Purchaser hereby ▇▇▇▇▇ agrees to purchase from Seller, for all of the price following described property (collectively, the “Property”): (a) All immovable property, including all right, title and subject interest therein, described in EXHIBIT A, to be attached hereto prior to the termsconclusion of the Feasibility Period (as hereafter defined) and made a part hereof, covenantsincluding but not limited to any mineral and other subsurface rights, conditions together with all buildings and provisions herein improvements located thereon, and all appurtenant rights relating thereto, including, but not limited to, warranties and guaranties, access easements and other easements and rights relating thereto, access to utilities, rights of way and similar rights located on or within or relating to any of the foregoing (collectively, the “Immovable Property”); (b) All movable property and intangible property used in connection with the ownership and/or operation of the Immovable Property, including, but not limited to, all such property described in EXHIBIT B, to be attached hereto prior to the conclusion of the Feasibility Period (as hereafter defined) and made a part hereof (collectively, the “Movable Property”); (c) All of Seller’s right, title, and interest in and to the area that the System (as defined below) services (the “Service Area”), as determined by Buyer and set forthforth in EXHIBIT C, to be attached hereto prior to the Closing (as hereinafter defined) and made a part hereof, including but not limited to, all real property interests such as easements, rights of way, permits and leases related to the System, and including any and all water and/or sewer facilities, equipment, lines, plants, pipes, manholes, meters, lift or pump stations and appurtenances; and (d) All property or rights of whatever nature and kind that Seller owns which in any way is used or is useful in the operation of a water and sewer utility system located in ▇▇▇▇▇ County, Mississippi (the “System”). (e) Notwithstanding the foregoing or anything to the contrary, the Property shall not include the following assets: (a) the condominium units and other real property interests described on Exhibit A attached rights which accrue or will accrue to Seller under this Agreement and incorporated herein by reference related transaction documents, including Seller’s rights to the Purchase Price; (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”b) and all any of Seller’s rightcash on hand or on deposit; (c) the name “Canebrake Utilities”, title any signage, inventory, instruments, documents, or other items bearing the name “Canebrake Utilities”, and interest in any and all licenses or other rights to all appurtenances use of the name “Canebrake Utilities” and/or any rights or goodwill related to the Unitsname “Canebrake Utilities,” or any derivative or form thereof, or to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended mark associated with or modified, the “Tenant Leases”), (ii) all operating agreements, management contracts, service contracts, and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”)material that includes any such name or any derivative or form thereof; (iiid) certain reserve accounts that are described on Exhibit A-3 attached any computer software which is licensed to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used in connection with the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.;

The Property. Seller For the purpose of securing payment and performance of the Secured Obligations defined in Section 2 below, Trustor hereby agrees irrevocably and unconditionally grants, conveys, transfers and assigns to sell and convey unto PurchaserTrustee, and Purchaser hereby agrees to purchase from Seller, in trust for the price benefit of Beneficiary, with power of sale and subject to the termsright of entry and possession, covenantsall estate, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest which Trustor now has or may later acquire in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other following property (the “Appurtenances”) (the Unitscollectively, the Improvements and "Property"): (a) The real property located in the Appurtenances are referred to County of Clark, State of Nevada, as described in this Agreement collectively as the “Real Property”); and EXHIBIT A hereto; (b) All buildings, structures, improvements, fixtures and appurtenances now or hereafter placed on such real property, and all apparatus and equipment now or hereafter attached in any manner to the real property or any building on the real property, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking, heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of Seller’s rightwhich shall be considered to the fullest extent of the law to be real property for purposes of this Deed of Trust; (c) All easements and rights of way appurtenant to such real property; all crops (growing or to be grown on such real property); all standing timber upon such real property; all development rights or credits and air rights; all water and water rights (whether riparian, title appropriative, or otherwise, and interest in whether or not appurtenant to such real property) and shares of stock pertaining to such water or water rights, ownership of which affect such real property; all minerals, oil, gas, and other hydrocarbon substances and rights thereto in, on, under, or upon such real property; (id) All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions relating to the use and enjoyment of all leases for the occupancy or any part of space within the Master Office Unitsuch real property, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modified, the “Tenant Leases”), (ii) any and all operating agreements, management contracts, service contracts, guaranties and other agreements relating to the operation and maintenance of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property, which pertain to and are used made in connection with the operation and maintenance any of the Real Propertyforegoing; (e) All proceeds, includingincluding all claims to and demands for them, without limitationof the voluntary or involuntary conversion of any of the real property, buildings or the other property described above into cash or liquidated claims, including proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent domain proceeding, and all causes of action and their proceeds for any breach of warranty, misrepresentation, damage or injury to, or defect in, the personal real property, buildings or the other property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all above or any part of the Real Property them; and (the “Intangible Personal Property”). The Tenant Leasesf) All proceeds of, Contractsadditions and accretions to, Reserve Accounts, Personaltysubstitutions and replacements for, and Intangible Personal Property are referred to changes in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that any of the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaserdescribed above.

The Property. 1.1 Seller hereby agrees to sell to Purchaser and convey unto Purchaser, and Purchaser hereby agrees to purchase from Seller, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (a) the condominium units and other real property interests described on Exhibit A attached to this Agreement and incorporated herein by reference (the “Units”), together with all improvements thereon and fixtures attached thereto (the “Improvements”) and all of Seller’s right, title and interest in and to all appurtenances to the Units, to the extent but only to the extent the same relate to the Units and not any other property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement collectively as the “Real Property”); and (b) all of Seller’s right, title and interest in and to (i) all leases for the occupancy of space within the Master Office Unit, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇, Commercial Master ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇ and Venue Master Unit (as amended or modifiedagrees to buy from Seller, the Property, together with all of the following, if any (all of which shall be deemed to be included in the defined term “Tenant LeasesProperty”)): all easements, (ii) rights of way or use, licenses, permits and rights to same belonging to or appurtenant to the Property; any strips or gores of land adjoining the Property; all operating agreementsmineral, management contracts, service contractsoil, and other agreements relating gas rights and profits, water rights and sub-terrain rights; all sewer and utility rights allocated to the operation Property and maintenance the improvements thereon; all right, title, and interest of Seller as owner of the Real Property (in and to any roads, streets and ways, public or private, serving the “Contracts”)Property; (iii) certain reserve accounts that are described on Exhibit A-3 attached and appurtenances to this Agreement and incorporated herein by reference and the Property; all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, interest of Seller as owner of the Property in and to all items any land lying in the bed of personal property situated upon any street, road, avenue, lane or within right-of-way in front of, adjoining or adjacent to the Real PropertyProperty whether currently existing or to be obtained by Seller hereunder; other than any of the right, title or interest set forth herein that Seller, as a municipal corporation of the State, may have, or otherwise may be required to hold, preserve, possess, occupy or maintain, as a matter of law. 1.2 Lot 51, Block 115 (“Lot 51”) is currently occupied by the owner of adjacent Lot 16.01, Block 115 on a month to month lease for its towing operation. Notwithstanding anything to the contrary, Purchaser shall have the right to elect not to take title to Lot 51, in which event the Purchase Price shall be reduced by Fifty Three Thousand Two Hundred Eighty ($53,280) Dollars, which pertain to and are used in connection with is the operation and maintenance of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement and incorporated herein by reference (the “Personalty”); and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement and incorporated herein by reference, amount equal to the extent but only to the extent the same are transferable size of Lot 51 (.06 acre) multiplied by Seller and relate to all or any part of the Real Property Eight Hundred Eighty Eight Thousand (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser$888,000) Dollars per acre.

The Property. 1.1 Subject to the terms and conditions of this Agreement, and for the consideration herein set forth, Seller hereby agrees to sell and convey unto Purchasertransfer, and Purchaser hereby agrees to purchase from Sellerand acquire, for the price and subject to the terms, covenants, conditions and provisions herein set forth: (following: a) the condominium units Seller’s right, title and other real property interests interest in and to 14,001.76 acres of land, more or less, located in Loving and ▇▇▇▇▇▇ Counties, Texas, as more particularly described on in Exhibit A A-1 attached to this Agreement hereto and incorporated herein by reference made a part hereof for all purposes (the “UnitsLand”), together with all wind rights, improvements thereon and fixtures attached thereto associated rights-of-way, permits, utilities and utility capacity (if any), and any and all interests of any type owned by Seller in such real property including, without limitation, any easements, rights-of-way, adjacent streets, alleys, strips, gores, and other appurtenances to such real property (collectively, with the Land, the “ImprovementsReal Property”) ), except that Seller for Seller and Seller’s heirs, successors and assigns reserves from any conveyance all oil, gas and other minerals that are in and under, and that may be produced from the Land and any and all of royalty interests therein; b) Except as used in Seller’s commercial water production, treatment, and disposal operations, Seller’s right, title and interest in and to all appurtenances to the Unitspersonal property, to the extent but only to the extent the same relate to the Units equipment, fixtures, dwellings, barns, and not any other property apparatus or appurtenances situated therein or thereon or used or obtained in connection with the Real Property (the “Appurtenances”) (the Units, the Improvements and the Appurtenances are referred to in this Agreement foregoing herein collectively as called the “Real Personal Property”); and (band c) all of Seller’s right, title and interest in and to Seller’s interest in all Leases and Contracts (idefined below); and d) the right to use the surface of the lands set forth on Exhibit A-2, including the right to drill fresh water or water disposal ▇▇▇▇▇ and operate and maintain such ▇▇▇▇▇, together with all leases rights to use the surface of such lands to the extent reasonably necessary to drill, operate and maintain such ▇▇▇▇▇, all as further described in the Surface Use and Right-of-Way Agreement and Easement attached hereto as Exhibit G (the lands to be covered by the Surface Use Agreement are Section 1 and 5, Block 56, Township 2, Loving and ▇▇▇▇▇▇ Counties, Texas); together the Real Property, Personal Property, and Leases and Contracts are referred to herein as the “Property,” except for the occupancy Excluded Property. 1.2 The Property does not include, and there is hereby expressly excepted and reserved therefrom and reserved to Seller: a) All rights, titles and interests of space within Seller in Groundwater located in, on or under the Master Office Unitlands in ▇▇▇▇▇▇▇ ▇, Commercial Master ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ and ▇, Commercial Master ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ 2 in Loving and ▇▇▇▇▇▇ ▇▇▇▇ ▇ Counties, Texas, together with the appurtenant rights related to such Groundwater, including the rights (i) to use, store, treat, reuse and Venue Master Unit (as amended or modified, the “Tenant Leases”), recharge and (ii) all operating agreements, management contracts, service contracts, and other agreements relating to use the surface of such lands to the operation extent reasonably necessary for the exercise of such associated rights and maintenance for water operations on or off the Subject Lands, including such rights of ingress and egress associated therewith over the Real Property; provided, however, any access or use of the Real Property (the “Contracts”); (iii) certain reserve accounts that are described by Seller shall not unreasonably interfere with any of Purchaser’s operations on Exhibit A-3 attached to this Agreement and incorporated herein by reference and all funds therein (collectively, the “Reserve Accounts”); (iv) all of Seller’s right, title and interest, if any, in and to all items of personal property situated upon or within the Real Property; for purposes of this Agreement, which pertain to “Groundwater” shall mean water (including fresh, salt and are used in connection with brackish water) percolating below the operation and maintenance surface of the Real Property, including, without limitation, the personal property described on Exhibit A-4 attached to this Agreement earth and incorporated herein by reference (the “Personalty”); not water produced from oil and (v) the intangible personal property described on Exhibit A-6 attached to this Agreement natural gas exploration and incorporated herein by reference, to the extent but only to the extent the same are transferable by Seller and relate to all or any part of the Real Property (the “Intangible Personal Property”). The Tenant Leases, Contracts, Reserve Accounts, Personalty, and Intangible Personal Property are referred to in this Agreement collectively as the “Personal Property”. The Real Property and the Personal Property are referred to in this Agreement collectively as the “Property”. The foregoing notwithstanding, the Parties acknowledge and agree that the property and accounts listed on Exhibit A-7 are excluded from the definition of the Property and are not included in the sale of the Property to Purchaser.production operations;