**NOW THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, Member, the Company and the DRA Member 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, Member shall convey, assign, transfer and deliver to the Company,and the Company shall redeem and accept from Member, the Colonial Membership Interests. Theparties intend that the Membership Closing as defined in this Agreement shall occur simultaneouslywith the “Membership Closing” as defined in that certain Agreement for Purchase of MembershipInterests, dated as of the date hereof by and between the Company and ACP Fitness Center LLC, asseller, and the Member and Colonial Properties Services Inc., as purchaser, of the Company’s onehundred (100%) percent membership interests in CRT Ravinia MZ LLC and ACP Fitness Center LLC’sfifty (50%) percent membership interests in TRC Holdings LLC (“Ravinia Sale Agreement”).          3. The redemption value for the Colonial Membership Interests shall be Seven Million SixHundred Twenty Thousand Six Hundred Thirty-four Dollars ($7,620,634.00), which reflects adjustmentspursuant to Section 7 below, and shall form part of the purchase price pursuant to Section 3 of theRavinia Sale Agreement.          4. The closing of the redemption of the Colonial Membership Interests shall occur as of thedate hereof (the “Membership Closing”) and in connection therewith: (a) Member shall execute and deliver (or cause to be executed anddelivered) to the Company two (2) original counterparts of:               (i) an Assignment and Assumption of Colonial Membership Interests, in the form annexed heretoas Exhibit 1 (the “Assignment”), as assignor;               (ii) a duly executed certificate of Member in the applicable form set forth in TreasuryRegulations §1.1445-2(b)(2);               (iii) the settlement statement reflecting the prorations and adjustments required underSection 7 of this Agreement (the “Closing Statement”); and               (iv) a secretary’s certificate from a secretary of Member or the authorizing entity,certifying the legal existence and good standing of Member in the State of Delaware and the powerand authority of the relevant entity on behalf of Member to execute and deliver this Agreement andall other documents contemplated in connection therewith, and to perform all obligations of Memberhereunder and thereunder. (b) The Company shall execute and deliver (or cause to beexecuted and delivered) to Member two (2) original counterparts of:
2

 
               (i) the Assignment, as assignee;               (ii) the Closing Statement; and               (iii) a secretary’s certificate from a secretary of the Company or the authorizing entity,certifying the legal existence and good standing of the Company in the State of Delaware and thepower and authority of the relevant entity on behalf of the Company to execute and deliver thisAgreement and all other documents contemplated in connection therewith, and to perform allobligations of the Company hereunder and thereunder.          5.  (A) Member represents and warrants to the Company and the DRA Member as of the date hereofthat:                (a) The Colonial Membership Interests represent all of Member’s right, title and interest inand to the Company.                (b) Member has not transferred, assigned or conveyed all or any portion of the ColonialMembership Interests to a third party and the Colonial Membership Interests are free and clear ofall pledges, liens, security interests, encumbrances and restrictions whatsoever, other than thosecreated by DRA Member on behalf of the Company.               (c) Member has not granted any right or option to acquire the Colonial Membership Interests toany third party (other than to the Company or DRA Member hereunder or under the LLC Agreement) andthere are no outstanding obligations to issue, sell, or grant any rights to acquire any equity orownership interests in the Colonial Membership Interests (other than to the Company or DRA Memberhereunder or under the LLC Agreement).                (d) Member is the sole record and beneficial owner of, and has good title to, the ColonialMembership Interests and Member has the full right, power and authority to transfer title theretoto the Company pursuant to this Agreement.                (e) There are no claims, actions, suits or proceedings, or, to Member’s knowledge,investigations, whether governmental or private, pending, or to Member’s knowledge, threatened orcontemplated against or affecting Member or the Colonial Membership Interests that would, ifadversely determined, have an adverse effect on the Colonial Membership Interests or the ability ofMember to perform its obligations under this Agreement.                (f) Member is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware. All requisite limited liability company actionhas been taken by Member in connection with entering into this Agreement and the performance of itsobligations hereunder, and Member has the full right, power and authority to enter into thisAgreement and perform its obligations hereunder and to execute, deliver and perform, and enter intoand consummate, all of the documents and transactions contemplated by this Agreement.                (g) The execution, delivery and performance of this Agreement by Member does not, and theconsummation of the transactions contemplated herein and compliance with the terms of thisAgreement will not, (i) conflict with the organizational
3

 
documents of Member, or (ii) violate or conflict with any law or governmental regulationapplicable to Member.               (h) Member has filed and will file all tax returns required to be filed, and due to be filed,by Member with respect to income taxes pertaining to the Company, and has paid and will pay whendue and payable all income taxes of Member pertaining to the Company.               (i) (1) To Member’s knowledge, Member is in compliance with the requirements of ExecutiveOrder No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the “Order”) and other similarrequirements contained in the rules and regulations of the Office of Foreign Assets Control,Department of the Treasury (“OFAC”) and in any enabling legislation or other ExecutiveOrders or regulations in respect thereof (the Order and such other rules, regulations, legislation,or orders are collectively called the “Orders”) and (2) neither Member nor to Member’sknowledge, any beneficial owner of Member (other than public shareholders of any entity traded onany U.S. stock exchange, as to which Member makes no representations or warranties) is (x) listedon the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to theOrder and/or on any other list of terrorists or terrorist organizations maintained pursuant to anyof the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists arecollectively referred to as the “Lists”), (y) a person or entity who has been determined bycompetent authority to be subject to the prohibitions contained in the Orders, or (z) owned orcontrolled by, or acts for or on behalf of, any person or entity on the Lists or any other personor entity who has been determined by competent authority to be subject to the prohibitionscontained in the Orders.               (j) The Member does not own and it has never owned any assets or properties other than theColonial Membership Interests. Member has not carried on any material business or conducted anymaterial operations other than with respect to the Colonial Membership Interests or the Property.               (k) Neither Member nor its affiliates has taken any unilateral, material action in excess ofthe authority granted to such entity in the LLC Agreement or any management agreement betweenMember or its affiliates and Owner with respect to the Property.               (l) Member has delivered to DRA Member all notices of default or claims sent or received byMember or its affiliates with respect to the Property, the Colonial Membership Interests oragreements to which Member (or its affiliates), the Company, the Owners or DRA Member is a party.               (m) Member has delivered to DRA Member fully executed copies of all leases entered into byMember in accordance with Section 5.2(d) of the LLC Agreement.               (B) The representations and warranties of Member contained in Section 5(A)(a)-(i) shallsurvive the Membership Closing. The representations and warranties of Member contained in Section5(A)(j)-(m) shall survive the Membership Closing until December 31, 2010. Any representations orwarranties in this Section 5 that are qualified to “Member’s knowledge” shall mean to the knowledgeof the Member Knowledge Parties.Member shall have no liability to the Company or DRA Member with respect to any breach of
4

 
any representations or warranties contained in Section 5(A) of which Valla Brown or Jodi Dellisantihad actual knowledge prior to Membership Closing, after due inquiry of the appropriate party orparties (each individually, a “Company Knowledge Party”, collectively, the “CompanyKnowledge Parties”).          6. (A) DRA Member represents and warrants to Member as of the date hereof that:               (a) The Company is a limited liability company duly organized, validly existing and in goodstanding under the laws of the State of Delaware. All requisite limited liability company actionhas been taken by the Company in connection with entering into this Agreement and the performanceof its obligations hereunder, and the Company has the full right, power and authority to enter intothis Agreement and perform its obligations hereunder and to execute, deliver and perform, and enterinto and consummate, all of the documents and transactions contemplated by this Agreement.               (b) The execution, delivery and performance of this Agreement by the Company 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 the Company, (ii) violate orconflict with any law or governmental regulation applicable to the Company or (iii)result in a breach of any of the terms or provisions of, or constitute a default under anycontract, document, instrument or agreement (other than mortgage loans addressed in Section 9(c))by which the Company, Owner or the Property is bound.               (c) To DRA Member’s knowledge, there are no claims, actions, suits, proceedings orinvestigations, whether governmental or private, pending or threatened or contemplated against oraffecting DRA Member or the Company that would, if adversely determined, have a material adverseeffect on the ability of the Company to perform its obligations under this Agreement.               (B) The representations and warranties of DRA Member contained in Section 6(A)(a), (b)(i) and(ii) and (c) shall survive the Membership Closing. The representation and warranty of the DRAMember contained in Section 6(A)(b)(iii) shall survive the Membership Closing until December 31,2010 and shall relate only to contracts, documents, instruments or agreements first binding on theCompany, Owner or the Property after September 27, 2005. Any representations or warranties in thisSection 6 that are qualified to “DRA Member’s knowledge” shall mean to the knowledge of the CompanyKnowledge Parties. The Company shall have no liability to the Member with respect to any breach ofany representations or warranties contained in Section 6(A) of which Bo Jackson, Jim Maher, orRobbin Pearson had actual knowledge prior to Membership Closing, after due inquiry of theappropriate party or parties which shall include inquiry with the property managers (each a“Property Manager” and, collectively, the “Property Managers”) under all managementagreements at the Property (each individually, a “Member Knowledge Party”, collectively,the “Member 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 after the Membership Closing whether attributable to the period prior to or after the dateof the Membership Closing shall be credited or charged one
5

 
hundred (100%) percent to DRA Member. Notwithstanding anything to the contrary set forth inthe LLC Agreement or this Agreement, Member shall not be entitled to any cash flow or any otherdistributions under the LLC Agreement.          8. In addition to the obligations imposed and covenants made by Member in this Agreement,Member covenants and agrees that after the Membership Closing that Member shall (i) deliver to theCompany or its designee all records, books of account, files and other documents of the Company andits subsidiaries in Member’s (or its affiliates’) possession and control and (ii) reasonablycooperate with the Company, at the Company’s expense, to the extent necessary for the Company tonotify banks and other institutions holding accounts of the Company and the Owners of thetransactions contemplated by this Agreement, to remove any account signatories that were designatedby Member or its affiliates and to change control of such accounts to DRA Member or the Company orits designees, and Member agrees that neither it nor any affiliate thereof shall draw on suchaccounts from and after Membership Closing.          9. (a) Notwithstanding anything contained in the LLC Agreement to the contrary, from and afterthe Membership Closing, subject to the knowledge qualification in Section 6(B), the Company shallhold harmless, indemnify and defend Member, Colonial Guarantor, their respective affiliates, andtheir respective officers, directors, partners, managers, members, employees, agents andrepresentatives from and against any losses, liabilities, costs, damages and expenses (includingreasonable attorneys’ fees, charges and disbursements) (collectively, “Losses”) arising outof or resulting from claims under, or enforcement of, the Guaranty except where the Losses arise byreason of the misfeasance or malfeasance attributable to the actions or inactions of ColonialGuarantor, Member, or an affiliate thereof, all for which Member shall be responsible, unless themisfeasance or malfeasance of the Colonial Guarantor, Member, or an affiliate thereof (other thanProperty Manager) occurs after the Membership Closing. The foregoing indemnity shall terminateupon the earlier to occur of (i) the release of Colonial Guarantor, and (ii) the release or paymentin full of the existing debt at McGinnis.               (b) From and after the Membership Closing, subject to the knowledge qualification in Section6(B), the Company shall indemnify, protect, defend and hold Member, its affiliates, and theirrespective officers, directors, partners, managers, members, employees, agents and representativesbut not the Property Managers, harmless from and against any Losses arising out of or resultingfrom (i) the material breach of any of the Company’s representations or warranties set forth hereinand (ii) the material non-compliance with or failure to perform any covenant or agreement of theCompany or DRA Member contained herein. The survival period for the indemnity in Section 9(b)(i)shall run coterminous with the corresponding representation survival period set forth in Section6(B). The Company shall have no liability to Member or its affiliates, and their respectiveofficers, directors, partners, managers, members, employees, agents and representatives under thisindemnity relating to the representation and warranty in Section 6(b)(iii) (the “RedemptionConsent Indemnity”) in excess of the DRA Cap (as defined in the Ravinia Sale Agreement), in theaggregate. Notwithstanding anything contained herein or in the Ravinia Sale Agreement to thecontrary, the Company’s and Seller’s (as defined in the Redemption Agreement) aggregate liabilityunder the Title Indemnity (as defined in the Ravinia Sale Agreement) and the Redemption ConsentIndemnity shall in no event exceed the amount of the DRA Cap, in the aggregate.
6

 
               (c) From and after the Membership Closing, the Company shall indemnify, protect,defend and hold Member, its affiliates, and their respective officers, directors, partners,managers, members, employees, agents and representatives harmless from and against any Lossesarising out of or resulting from the Company’s failure to provide notice of the transactionscontemplated by this Agreement to the mortgage lenders of mortgage debt encumbering the Property towhich Owner is a party.               (d) From and after the Membership Closing, subject to the knowledge qualification inSection 5(B), Member shall indemnify, protect, defend and hold the Company, its affiliates, andtheir 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 Member’s representations or warranties set forth herein, or (ii) thematerial non-compliance with or failure to perform any covenant or agreement of Member containedherein. The survival period for the indemnity in Section 9(d)(i) shall run coterminous with thecorresponding representation survival period set forth in Section 5(B).               (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 9(e).          10. Although the parties contemplate that no so-called transfer taxes or documentary stamptaxes for any State in which any portion of the Property is located will be imposed as a result ofthe transactions contemplated by this Agreement, Member and DRA Member (on behalf of the Company)each agree to pay fifty (50%) percent of such taxes to the extent so imposed.          11. 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 the
7

 
means identified in (i) above, addressed as follows:   If to the Company orto DRA Member, to: c/o DRA Advisors LLC220 East 42nd Street 27th floorNew York, NY 10017Attention: Brian SummersFacsimile: (212) 697-7404   and with a copy to(which shall notconstitute notice): Blank Rome LLP405 Lexington AvenueNew York, NY 10174Attention: Martin Luskin, Esq.Facsimile: 917-332-3714   If to Member, to: Colonial Realty Limited Partnership2101 6th Avenue North, Suite 750Birmingham, Alabama 35203Attention: Reynolds ThompsonFacsimile: 205-986-6936   with a copy to(which shall not