**WHEREAS**, ACP Seller has agreed to sell, transfer, assign and convey all of its right, titleand interest in the TRC 50% Membership Interests to RCMI Purchaser and RCMI Purchaser has agreed topurchase, acquire and accept such assignment, subject to the terms and conditions of thisAgreement;          **NOW THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Seller and Purchaser hereby agree as follows:          1. Intentionally Deleted.          2. Upon the terms and subject to the conditions set forth in this Agreement and in relianceupon the representations, warranties, covenants and conditions contained in this Agreement, on thedate of the Membership Closing, (a) CRTP Seller shall sell, convey, assign, transfer and deliver toRMI Purchaser, and RMI Purchaser shall purchase, acquire and accept from CRTP Seller, the RaviniaMembership Interests, and (b) ACP Seller shall sell, convey, assign, transfer and deliver to RCMIPurchaser, and RCMI Purchaser shall purchase, acquire and accept from ACP Seller, the TRC 50%Membership Interests. The parties intend that the Membership Closing as defined in this Agreementshall occur simultaneously with the “Membership Closing” as defined in that certain Redemption ofMembership Interests Agreement dated as of the date hereof by and among DRA CRT Acquisition Corp.,CRTP Seller and RMI Purchaser (the “Redemption Agreement”) with respect to the redemptionof RMI Purchaser’s fifteen (15%) percent membership interests in CRTP Seller (the “JVMembership Interests”).          3. The aggregate purchase price for the Ravinia Membership Interests and the TRC 50%Membership Interests shall consist of: (i) the redemption of the JV Membership Interests by CRTPSeller (pursuant to the Redemption Agreement with the value set forth in Section 3 thereof) and(ii) a cash payment equal to Twenty-four Million Seven Hundred Sixteen Thousand Three Hundred andForty-four Dollars ($24,716,344.00) (a portion of which is allocated to the TRC 50% MembershipInterests), which reflects adjustments pursuant to Section 7 below, payable on the date of theMembership Closing by wire transfer of immediately available funds pursuant to wire instructionspreviously provided by Seller to Purchaser. Purchaser agrees that notwithstanding anythingcontained in the Owner LLC Agreement, the LLC Agreement or Seller’s operating agreement to thecontrary, Purchaser shall not be entitled to any proceeds from, or distribution arising out of, thesale of the Ravinia Membership Interests or the TRC 50% Membership Interests.          4. The closing of the purchase and sale of the Ravinia Membership Interests and the TRC 50%Membership Interests shall occur as of the date hereof (the “Membership Closing”) and inconnection therewith: (a) Seller shall execute and deliver (or cause to be executed anddelivered) to Purchaser two (2) original counterparts of: (i) an Assignment and Assumption of RaviniaMembership Interests,
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   in the form annexed hereto as Exhibit 1A (the“Assignment”), as assignor; (ii) an Assignment and Assumption of the TRC 50%Membership Interests, in the form annexed hereto as Exhibit 1B(the “TRCAssignment”), as assignor;               (iii) a duly executed certificate of Seller in the applicable form set forth in TreasuryRegulations §1.1445-2(b)(2);               (iv) the settlement statement reflecting the prorations and adjustments required under Section7 of this Agreement (the “Closing Statement”); and               (v) a secretary’s certificate from a secretary of Seller or the authorizing entity, certifyingthe legal existence and good standing of the Seller in the State of Delaware or Georgia, asapplicable, and the power and authority of the relevant entity on behalf of the Seller to executeand deliver this Agreement and all other documents contemplated in connection therewith, and toperform all obligations of Seller hereunder and thereunder.    (b) Purchaser shall execute and deliver (or cause to be executedand delivered) to Seller two (2) original counterparts of:               (i) the Assignment, as assignee;               (ii) the Closing Statement; and               (iii) a secretary’s certificate from a secretary of Purchaser or the authorizing entity,certifying the legal existence and good standing of the Purchaser in the State of Delaware orAlabama, as applicable, and the power and authority of the relevant entity on behalf of thePurchaser to execute and deliver this Agreement and all other documents contemplated in connectiontherewith, and to perform all obligations of Purchaser hereunder and thereunder.     5. (A) DRA CRT Acquisition Corp. on behalf of Seller represents and warrants to Purchaser asof the date hereof that:          (a) CRTP Seller is the sole beneficial and record owner of the Ravinia Membership Interests,the Ravinia Membership Interests represent all of CRTP Seller’s right, title and interest in and tothe Company, and all of the Ravinia Membership Interests are duly authorized, validly issued andoutstanding and are fully paid and nonassessable. Except for the Ravinia Membership Interests,there are no other outstanding equity or ownership interests in the Company.          (b) The Company is the sole beneficial and record owner of the Owner Membership Interests, theOwner Membership Interests represent all of the Company’s right, title and interest in and to theOwner, and all of the Owner Membership Interests are duly authorized, validly issued andoutstanding and are fully paid and nonassessable. Except for the
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Owner Membership Interests, there are no other outstanding equity or ownership interests inthe Owner.          (c) To DRA CRT Acquisition Corp.’s knowledge, ACP Seller is the sole beneficial and recordowner of the TRC 50% Membership Interests and the TRC 50% Membership Interests represent all of ACPSeller’s right, title and interest in and to TRC.          (d) Intentionally Deleted.          (e) DRA CRT Acquisition Corp. on behalf of CRTP Seller and ACP Seller, as applicable, has nottransferred, assigned or conveyed all or any portion of the Ravinia Membership Interests or the TRC50% Membership Interests to a third party (other than to Purchaser) and, subject to the Wells Debt(as defined herein), the Ravinia Membership Interests are free and clear of all pledges, liens,security interests, encumbrances and restrictions whatsoever other than those created by Purchaseron behalf of the Seller or the Company. DRA CRT Acquisition Corp. on behalf of the Company has nottransferred, assigned or conveyed all or any portion of the Owner Membership Interests to a thirdparty and, subject to the Met Life Debt (as defined herein), the Owner Membership Interests arefree and clear of all pledges, liens, security interests, encumbrances and restrictions whatsoeverother than other than those created by Purchaser on behalf of the CRTP Seller, the Company orOwner.          (f) Subject to the Wells Debt, DRA CRT Acquisition Corp., on behalf of CRTP Seller, has notgranted to any third party (except Purchaser) a right or option to acquire the Ravinia MembershipInterests, and, subject to the Wells Debt, there are no outstanding obligations to issue, sell orgrant any rights to acquire, any equity or ownership interests in the Company. Subject to the MetLife Debt, DRA CRT Acquisition Corp., on behalf of CRTP Seller, has not granted to any third partya right or option to acquire the Owner Membership Interests, and, subject to the Met Life Debt,there are no outstanding obligations to issue, sell or grant any rights to acquire, any equity orownership interests in the Owner.          (g) Intentionally Deleted.          (h) Subject to the Wells Debt, CRTP Seller has the full right, power and authority to transfertitle to the Ravinia Membership Interests to Purchaser pursuant to this Agreement.          (i) DRA CRT Acquisition Corp. has not caused the Company to own assets or properties otherthan the Owner Membership Interests. DRA CRT Acquisition Corp. has not caused Owner to own anyreal property other than the Property. DRA CRT Acquisition Corp. has not caused the Company northe Owner to carry on any material business or conduct any material operations other than withrespect to the Owner Membership Interests or Property.          (j) There are no claims, actions, suits, proceedings, or to DRA CRT Acquisition Corp.’sknowledge, investigations, whether governmental or private, pending, or, to DRA CRT AcquisitionCorp.’s knowledge, threatened or contemplated against or affecting Seller, the Company, the RaviniaMembership Interests or the Owner Membership Interests that would, if adversely determined, have anadverse effect on the Ravinia Membership Interests or the Owner Membership Interests or the abilityof Seller to perform its obligations under this Agreement.
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          (k) CRTP Seller is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware. ACP Seller is a limited liability company dulyorganized, validly existing and in good standing under the laws of the State of Georgia. Allrequisite limited liability company action has been taken by Seller in connection with enteringinto this Agreement and the performance of its obligations hereunder, and Seller has the fullright, power and authority to enter into this Agreement and perform its obligations hereunder andto execute, deliver and perform, and enter into and consummate, all of the documents andtransactions contemplated by this Agreement.          (l) The execution, delivery and performance of this Agreement by Seller does not, and theconsummation of the transactions contemplated herein and compliance with the terms of thisAgreement will not, (i) conflict with the organizational documents of Seller, the Company or theOwner, or (ii) violate or conflict with any law or governmental regulation applicable to Seller orthe Company.          (m) DRA CRT Acquisition Corp., on behalf of CRTP Seller, has filed and will file all taxreturns required to be filed and due to be filed by CRTP Seller with respect to income taxespertaining to the Company, and has paid and will pay when due and payable all income taxes of CRTPSeller pertaining to the Company.          (n) To DRA CRT Acquisition Corp.’s knowledge, DRA CRT Acquisition Corp. is in compliance withthe requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the“Order”) and other similar requirements contained in the rules and regulations of theOffice of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enablinglegislation or other Executive Orders or regulations in respect thereof (the Order and such otherrules, regulations, legislation, or orders are collectively called the “Orders”) and (2)neither DRA CRT Acquisition Corp. nor to DRA CRT Acquisition Corp.’s knowledge, any beneficialowner of DRA CRT Acquisition Corp. (other than public shareholders of any entity traded on any U.S.stock exchange, as to which DRA CRT Acquisition Corp. makes no representations or warranties) is(x) listed on the Specially Designated Nationals and Blocked Persons List maintained by OFACpursuant to the Order and/or on any other list of terrorists or terrorist organizations maintainedpursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders(such lists are collectively referred to as the “Lists”), (y) is a person or entity who hasbeen determined by competent authority to be subject to the prohibitions contained in the Orders,or (z) is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists orany other person or entity who has been determined by competent authority to be subject to theprohibitions contained in the Orders.          (o) DRA CRT Acquisition Corp. has not caused the Company or the Owner to enter into anymaterial written agreement relating to the Property and binding on the Owner or the Company, exceptfor: (i) (in the case of the Company and Owner) the Met Life Debt and the Wells Debt, (ii) (in thecase of Owner) the Commercial Property Management Agreement, dated September 27, 2005, between theOwner and Colonial Property Services, Inc., (iii) agreements previously disclosed to Purchaser,(iv) agreements which are terminable on 30 days’ notice without cause or payment, (v) the ExclusiveLeasing Agreement, dated September ___, 2009 between CB Richard Ellis, Inc. and Owner and (vi)matters of record.
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          (p) DRA CRT Acquisition Corp. has not taken any unilateral, material action in excess of theauthority indirectly granted to such entity in the LLC Agreement or the Owner LLC Agreement.          (q) DRA CRT Acquisition Corp., CRTP Seller, the Company and the Owner have delivered toPurchaser all notices of default or claims sent or received by DRA CRT Acquisition Corp. on behalfof CRTP Seller, the Company or the Owner with respect to the Property, the Ravinia MembershipInterests or the Owner Membership Interests or agreements to which DRA CRT Acquisition Corp. causedthe Company or Owner to enter into.          (r) DRA CRT Acquisition Corp, on behalf of CRTP Seller, has not caused the Company or Owner toenter into any material title encumbrance currently binding on the Property except as set forth inthe Title Commitment Number 57355.09, issued by Lawyers Title Insurance Corporation on November 12,2009 or as previously disclosed to Purchaser.               (B) The representations and warranties of DRA CRT Acquisition Corp. on behalf of Sellercontained in Section 5(A)(a)-(n) shall survive the Membership Closing. The representations andwarranties of DRA CRT Acquisition Corp. contained in Section 5(A)(o)-(r) shall survive theMembership Closing until December 31, 2010. DRA CRT Acquisition Corp.’s representations andwarranties on behalf of CRTP Seller in Section 5(A) as to Owner, Owner Membership Interests and theOwner LLC Agreement relate only as to Seller’s period of (indirect) ownership of Owner and theProperty (i.e. September 27, 2005 to the date hereof). DRA CRT Acquisition Corp.’s representationsand warranties on behalf of ACP Seller in Section 5(A) as to TRC and the TRC 50% MembershipInterests relate only as to Seller’s period of (indirect) ownership of Owner and the Property (i.e.September 27, 2005 to the date hereof). Any representations or warranties in this Section 5 thatare qualified to “DRA CRT Acquisition Corp.’s knowledge” shall mean to the knowledge of the SellerKnowledge Parties. Neither DRA CRT Acquisition Corp. nor Seller shall have liability to Purchaserwith respect to any breach of any representations or warranties contained in Section 5(A) of whichBo Jackson, Jim Maher, or Robbin Pearson had actual knowledge prior to Membership Closing, afterdue inquiry of the appropriate party or parties which shall include inquiry with the propertymanagers (each a “Property Manager” and, collectively, the “Property Managers”)under all management agreements at the Property (each individually, a “Purchaser KnowledgeParty”, collectively, the “Purchaser Knowledge Parties”).          6. (A) Each Purchaser represents and warrants to Seller and DRA CRT Acquisition Corp. as ofthe date hereof that:          (a) RMI Purchaser is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware. RCMI Purchaser is a corporation duly organized,validly existing and in good standing under the laws of the State of Alabama. All requisitelimited liability company or corporate action has been taken by Purchaser in connection withentering into this Agreement and the performance of its obligations hereunder, and Purchaser hasthe full right, power and authority to enter into this Agreement and perform its obligationshereunder and to execute, deliver and perform, and enter into and consummate, all of the documentsand transactions contemplated by this Agreement.          (b) The execution, delivery and performance of this Agreement by Purchaser
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does not, and the consummation of the transactions contemplated herein and compliance with theterms of this Agreement will not, (i) conflict with the organizational documents of Purchaser,(ii) violate or conflict with any law or governmental regulation applicable to Purchaser or (iii)to Purchaser’s knowledge, result in a breach of any of the terms or provisions of, or constitute adefault under any contract, document, instrument or agreement (other than mortgage and mezzanineloans addressed in Section 10(d)) by which the Company, the Ravinia Membership Interests, Owner,Ownership Interests or the Property is bound.          (c) (1) To Purchaser’s knowledge, Purchaser is in compliance with the requirements of theOrders and (2) neither Purchaser nor, to Purchaser’s knowledge, any beneficial owner of Purchaser(other than public shareholders of any entity traded on any U.S. stock exchange, as to whichPurchaser makes no representations or warranties) is (x) listed on the Lists, (y) a person orentity who has been determined by competent authority to be subject to the prohibitions containedin the Orders, or (z) owned or controlled by, or acts for or on behalf of, any person or entity onthe Lists or any other person or entity who has been determined by competent authority to besubject to the prohibitions contained in the Orders.               (B) The representations and warranties of Purchaser contained in Section 6(A)(a), (b)(i) and(ii) and (c) shall survive the Membership Closing. The representation and warranty of Purchasercontained in Section 6(A)(b)(iii) shall survive the Membership Closing until December 31, 2010 andshall relate only to contracts, documents, instruments or agreements first binding on the Company,the Ravinia Membership Interests, Owner, the Ownership Interests or the Property after September27, 2005. Any representations or warranties in this Section 6 that are qualified to “Purchaser’sknowledge” shall mean to the knowledge of the Purchaser Knowledge Parties. Purchaser shall have noliability to Seller with respect to any breach of any representations or warranties contained inSection 6(A) of which Valla Brown or Jodi Dellisanti had actual knowledge prior to MembershipClosing, after due inquiry of the appropriate party or parties (each individually, a “SellerKnowledge Party”, collectively, the “Seller Knowledge Parties”).          7. All items of adjustment shall be allocated as set forth on the Closing Statement. Unlessadjusted in accordance with the preceding sentence, all income received and expense payable by theCompany or with respect to the TRC 50% Membership Interests after the Membership Closing whetherattributable to the period prior to or after the date of the Membership Closing shall be creditedor charged one hundred (100%) percent to Purchaser. This Agreement is intended to indirectlyeffectuate the transfer of DRA CRT Acquisition Corp.’s eighty-five (85%) percent interest in theProperty and forty-two and one-half (42-1/2%) percent interest in TRC to Purchaser and, therefore,notwithstanding anything to the contrary set forth in the Owner LLC Agreement, TRC operatingagreement, Seller’s operating agreement or this Agreement, Purchaser shall not be entitled to anycash flow or any other distributions under the LLC Agreement, the Owner LLC Agreement, the TRCoperating agreement or Seller’s operating agreement with respect to the sale of the RaviniaMembership Interests or the TRC 50% Membership Interests.          8. In addition to the obligations imposed and covenants made by Seller in this Agreement,Seller covenants and agrees that after the Membership Closing that Seller shall (i) deliver toPurchaser or its designee all records, books of account, files and other documents of
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the Company, Owner and TRC in DRA CRT Acquisition Corp.’s (or its affiliates’) possession andcontrol and (ii) reasonably cooperate with Purchaser, at Purchaser’s expense, to the extentnecessary for Purchaser to notify banks and other institutions holding accounts of the Company,Owner and TRC of the transactions contemplated by this Agreement, to remove any account signatoriesthat were designated by Seller and to change control of such accounts to Purchaser or itsdesignees, and Seller agrees that it shall not draw on such accounts from and after the MembershipClosing.          9. In addition to the obligations imposed and covenants made by Purchaser in this Agreement,Purchaser covenants and agrees that (A) simultaneously with the Membership Closing, Purchaser shallrepay the existing mortgage debt with Metropolitan Life Insurance Company that currently encumbersthe Property (the “Met Life Debt”) and the existing mezzanine debt with Wells Fargo Bank,National Association that currently encumbers the Ravinia Membership Interests (the “WellsDebt”) and (B) promptly after the Membership Closing, Purchaser shall deliver, in accordancewith the terms of the TRC operating agreement, a “Qualified Notice” (as defined in the TRCoperating agreement) to the relevant member(s).          10. (a) Notwithstanding anything contained in Seller’s operating agreement to the contrary,including, without limitation, Section 3.7 thereof, subject to the knowledge qualification inSection 6(B), each Purchaser, severally, shall hold harmless, indemnify and defend Seller and DRACRT Acquisition Corp. and their respective affiliates, and their respective officers, directors,partners, managers, members, employees, agents and representatives from and against any losses,liabilities, costs, damages and expenses (including reasonable attorneys’ fees, charges anddisbursements) (collectively, “Losses”) arising out of or resulting from claims under orenforcement of the Guaranty Agreement dated September 27, 2005 by Seller delivered in connectionwith the Met Life Debt (the “Met Guaranty”) and the Partial Payment Guaranty Agreementdated December 30, 2008 delivered by Seller in connection with the Wells Debt (the “WellsGuaranty”; the Met Guaranty and the Wells Guaranty, collectively, the “Guaranties”);provided, that, Purchaser shall have no liability to Seller or DRA CRT Acquisition Corp. withrespect to the foregoing indemnity to the extent the Losses arise by reason of the misfeasance ormalfeasance attributable to the actions or inactions of DRA CRT Acquisition Corp. or DRA CRTAcquisition Corp. on behalf of Seller, for which Seller shall be responsible, unless themisfeasance or malfeasance of DRA CRT Acquisition Corp., on behalf of Seller, occurs after theMembership Closing. The foregoing indemnity shall terminate upon the earlier to occur of (i) therelease of Seller under the Guaranties and (ii) the release or payment in full of the existing debtat the Property. The Colonial Cap shall not apply to the indemnity in this Section 10(a).               (b) From and after the Membership Closing, subject to the knowledge qualification in Section6(B), each Purchaser, severally, shall indemnify, protect, defend and hold Seller, its affiliates,and their respective officers, directors, partners, managers, members, employees, agents andrepresentatives, harmless from and against any Losses arising out of or resulting from (i) thematerial breach of any of the Purchaser’s representations or warranties set forth herein and (ii)the material non-compliance with or failure to perform any covenant or agreement of such Purchasercontained herein. The survival period for the indemnity in Section 10(b)(i) shall run coterminouswith the corresponding representation survival period set forth in Section 6(B). Purchaser shallhave no liability to Seller or its affiliates, and their respective
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officers, directors, partners, managers, members, employees, agents and representatives underthis indemnity relating to the representation and warranty in Section 6(b)(iii) in excess of$750,000, in the aggregate (the “ Colonial Cap”).               (c) From and after the Membership Closing, subject to the knowledge qualification in Section5(B), Seller shall indemnify, protect, defend and hold Purchaser, its affiliates, and theirrespective officers, directors, partners, managers, members, employees, agents and representatives(other than the Property Manager), harmless from and against any Losses arising out of or resultingfrom (i) the material breach of any of DRA CRT Acquisition Corp.’s (on behalf of Seller)representations or warranties set forth herein, or (ii) the material non-compliance with or failureto perform any covenant or agreement of Seller contained herein. The survival period for theindemnity in Section 10(c)(i) shall run coterminous with the corresponding representation survivalperiod set forth in Section 5(B). Seller shall have no liability to Purchaser or its affiliates,and their respective officers, directors, partners, managers, members, employees, agents andrepresentatives under the indemnity given with respect to the representation and warranty inSection 5(r) (the “Title Indemnity”) in excess of $1,000,000, in the aggregate (the“DRA Cap”). Notwithstanding anything contained herein or in the Redemption Agreement tothe contrary, Seller’s and the Company’s (as defined in the Redemption Agreement) aggregateliability under the Title Indemnity and the Redemption Consent Indemnity shall in no event exceedthe amount of the DRA Cap, in the aggregate.               (d) From and after the Membership Closing, Purchaser shall indemnify, protect, defend and holdCRTP Seller, its affiliates, and their respective officers, directors, partners, managers, members,employees, agents and representatives harmless from and against any Losses arising out of orresulting from Purchaser’s failure to provide notice of the transactions contemplated by thisAgreement to the lenders of the Met Life Debt and the Wells Debt.               (e) If the Protected Party learns of any event, occurrence or state of facts by which anyindemnification (an “Indemnification”) is likely to apply, the protected party (the“Protected Party”) shall give prompt written notice thereof to the responsible party (the“Responsible Party”) and the Responsible Party shall have a commercially reasonableopportunity and commercially reasonable period of time to take such action (including legal actionor defenses) as may be appropriate or necessary to fulfill its obligations hereunder, and theProtected Party shall reasonably cooperate with the Responsible Party’s investigation and defenseof any claim involved in the Indemnification, at no cost (other than de minimus) to the ProtectedParty. The Responsible Party shall be entitled to control the defense of any third party claim,including the selection of counsel (subject to the Protected Party’s reasonable approval), in eachcase at the Responsible Party’s expense. If a Responsible Party is not adequately or properlydefending the defense of any third party claim, as determined by the Protected Party in itsreasonable discretion, Protected Party may so defend with their selected counsel at the expense ofthe Responsible Party with legal fees to be paid by the Responsible Party on demand. The ProtectedParty shall not be entitled to settle any such third party claim without the Responsible Party’sapproval, not to be unreasonably withheld, conditioned or delayed, and the Responsible Party’sIndemnification obligation shall not apply to any settlement consummated without the ResponsibleParty’s consent, unless any such settlement by the Protected Party is the result of the ResponsibleParty’s default of its obligations under this Section 10(e).
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          11. Although the parties contemplate that no so called transfer taxes or documentary stamptaxes will be imposed by the State of Georgia as a result of the transactions contemplated in thisAgreement, Seller and Purchaser shall each pay fifty (50%) percent of any such taxes to the extentso imposed.          12. All notices, demands or other communications given hereunder shall be in writing and shallbe deemed to have been duly delivered (i) upon the delivery (or refusal to accept delivery)by messenger or overnight express delivery service (or, if such date is not on a business day, onthe business day next following such date), or (ii) upon the receipt by facsimiletransmission as evidenced by a receipt transmission report, followed by delivery by one of themeans identified in (i) above, addressed as follows:   If to Seller, to: c/o DRA Advisors LLC  220 East 42nd Street 27th floor  New York, NY 10017  Attention: Brian Summers  Facsimile: (212) 697-7404   and with a copy to(which shall notconstitute notice): : Blank Rome LLP  405 Lexington Avenue  New York, NY 10174  Attention:  Martin Luskin, Esq.  Facsimile:  917-332-3714   If to Purchaser, to: Colonial Realty Limited Partnership  2101 6th Avenue North, Suite 750  Birmingham, Alabama 35203  Attention:  Reynolds Thompson  Facsimile: 205-986-6936   with a copy to(which shall notconstitute notice): Hogan & Hartson LLP  555 13th Street, N.W.  Washington, DC 20004  Attention:  Paul Manca  Facsimile:  (202) 637-5910Any party may, by notice given as aforesaid, change the address or addresses, or designate anadditional address or additional addresses, for its notices, provided, however, that no notice of achange of address shall be effective until actual receipt of such notice.13. Except as may be reasonably required to comply with applicable law,
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governmental regulation, court process or obligations pursuant to any listing agreement withany national securities exchange, each of Seller and Purchaser shall use its commerciallyreasonable efforts to consult with the other before issuing, and provide the other the opportunityto review and comment upon, any press release or other written public statement that contains adescription of the transactions hereunder and shall not issue any such press release or make anysuch written public statement prior to such consultation. Without expanding or limiting theforegoing, the parties shall be entitled to discuss, on a confidential basis, the terms of thetransactions and the other information contained herein with rating agencies and potential sourcesof financing for consummation of the transactions contemplated hereby, as well as with any of theirrespective members, partners or other equity holders and their respective agents andrepresentatives.          14. This Agreement may be executed in two or more counterparts and each of such counterparts,for all purposes, shall be deemed to be an original but all of such counterparts together shallconstitute but one and the same instrument, binding upon all parties hereto, notwithstanding thatall of such parties may not have executed the same counterpart. Facsimile counterparts shall bebinding.          15. This Agreement shall be construed under and in accordance with the laws of the State ofDelaware, without regard to its principles of conflicts of law.          16. Seller and Purchaser shall from time to time after the Membership Closing, each at itssole cost and expense (except as otherwise set forth in this Agreement), take such actions as maybe reasonably required to accomplish the transactions contemplated by this Agreement.          17. Each of the parties hereto represents and warrants to the other that no broker or finderwas engaged or dealt with in connection with any of the transactions contemplated by thisAgreement, and each of the parties shall indemnify and hold the other harmless from and against anyand all claims or liabilities asserted by or on behalf of any alleged broker or finder for broker’sfees, finder’s fees, commissions or like payments.          18. Seller and Purchaser hereby agree to the waiver of all provisions of the Seller’soperating agreement, the LLC Agreement or the Owner LLC Agreement that would preclude, or would bebreached or violated by, the consummation of the transactions contemplated hereby.          19. Except as expressly set forth in this Agreement, this Agreement is for the sole benefit ofthe parties to this Agreement and nothing in this Agreement, express or implied, is intended to orshall confer upon any other party any legal or equitable right, benefit or remedy of any naturewhatsoever.          20. This Agreement, including the attachments and exhibits hereto, constitutes the entireagreement among the parties hereto pertaining to the subject matter hereof and supersedes all prioragreements, understandings, letters of intent, negotiations and discussions, whether oral orwritten, of the parties, and there are no warranties, representations or other agreements, expressor implied, made to any party by any other party in connection with the subject matter hereofexcept as specifically set forth herein or in the documents delivered
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pursuant hereto or in connection herewith.          21. No supplement, modification, waiver or termination of this Agreement shall be bindingunless executed in writing by the parties to be bound thereby. No waiver of any provision of thisAgreement shall be deemed or shall constitute a waiver of any other provision hereof (whether ornot similar), nor shall such waiver constitute a continuing waiver unless otherwise expresslyprovided.          22. Except to the extent provided otherwise in Section 11, all fees, costs and expensesincurred by any party hereto in connection with this Agreement shall be borne by such party.          23. No party shall have the right, power or authority to assign any portion of this Agreementor its rights hereunder or to delegate any duties or obligations arising under this Agreement,voluntarily, involuntarily or by operation of law, without the other party’s prior written consent.          24. Any provision or part of this Agreement which is invalid or unenforceable in any situationin any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to theextent of such invalidity and shall not affect the enforceability of the remaining provisionshereof or the validity or enforceability of any such provision in any other situation or in anyother jurisdiction.          25. As used in this Agreement, any reference to the masculine, feminine or neuter gender shallinclude all genders, the plural shall include the singular, and singular shall include the plural.Unless the context otherwise requires, the term “party” when used in this Agreement means a partyto this Agreement. References in this Agreement to a party or other person or entity include theirrespective successors and permitted assigns. The words “include,” “includes” and “including” whenused in this Agreement shall be deemed to be followed by the phrase “without limitation” unlesssuch phrase otherwise appears. Unless the context otherwise requires, references in this Agreementto Sections, Attachments and Exhibits shall be deemed references to Sections of, and Attachmentsand Exhibits to, this Agreement. Unless the context otherwise requires, the words “hereof,”“hereby” and “herein” and words of similar meaning when used in this Agreement refer to thisAgreement in its entirety and not to any particular Section or provision of this Agreement. Withregard to each and every term and condition of this Agreement, the parties understand and agreethat the same have or has been mutually negotiated, prepared and drafted, and that if at any timethe parties desire or are required to interpret or construe any such term or condition or anyagreement or instrument subject thereto, no consideration shall be given to the issue of whichparty actually prepared, drafted or requested any term or condition of this Agreement. Allreferences in this Agreement to “dollars” or “$” shall mean United States dollars.          26. Except as otherwise provided in this Agreement and except for fraud, from and after theMembership Closing, each Purchaser hereby releases and forever discharges Seller and theirrespective directors, officers, shareholders, members, managers, employees, agents,representatives, subsidiaries, affiliated companies, successors and assigns of and from any and allrights to indemnification, claims, demands, actions, causes of action, liabilities, damages,
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expenses and suits of every kind, character and description, known or unknown, at law or inequity, which Purchaser may have had at any time heretofore, may have now or may have at any timehereafter, arising from, relating to, resulting from or in any manner incidental to any and everymatter, thing or event whatsoever occurring or failing to occur at any time in the past up to andincluding the date of this Agreement with respect to Seller’s ownership of the Ravinia MembershipInterests or the TRC 50% Membership Interests and/or participation as a member of the Company orTRC, by receipt of the consideration to be received by Seller and the Ravinia Membership Interestsand the TRC 50% Membership Interests to be received by Purchaser at the Membership Closing, up toand including the Membership Closing. Except as otherwise provided in this Agreement, any propertymanagement agreement between Owner and Property Manager, and except for fraud from and after theMembership Closing, Seller hereby releases and forever discharges Purchaser and its directors,officers, shareholders, members, managers, employees, agents, representatives, subsidiaries,affiliated companies, successors and assigns but not the Property Manager from any and all rightsto indemnification, claims, demands, actions, causes of action, liabilities, damages, expenses andsuits of every kind, character and description, known or unknown, at law or in equity, which Sellermay have had at any time heretofore, may have now or may have at any time hereafter, arising from,relating to, resulting from or in any manner incidental to any and every matter, thing or eventwhatsoever occurring or failing to occur at any time in the past up to and including the date ofthis Agreement with respect to Seller’s ownership of the Ravinia Membership Interests or the TRC50% Membership Interests and/or participation as a member of the Company or TRC and, by receipt ofthe consideration to be received by Seller and the Ravinia Membership Interests and the TRC 50%Membership Interests to be received by Purchaser at the Membership Closing, up to and including theMembership Closing.     27. In addition to the explicit provisions of Section 5 and Section 6, the terms of the followingSections shall survive the Membership Closing: Sections 7, 8, 9, 10, 11, 12, 13, 15 — 26 and thisSection 27.**[SIGNATURES ON FOLLOWING PAGE]**
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          IN WITNESS WHEREOF, Seller and Purchaser have duly executed this Agreement the day and yearfirst above written.      **ACP FITNESS CENTER LLC**, a Georgia limited liabilitycompany