Exhibit 10.27


 


August 15,
2007


 


Principal
Life Insurance Company


c/o
Principal Real Estate Investors, LLC


801
Grand Avenue


Des
Moines, IA  50392


 


Re:                               Sale and Purchase of
Interests


 


Ladies
and Gentlemen:


 


Pursuant
to this Agreement, Principal Life Insurance Company (“Seller”) hereby agrees to
sell, and DC Financial, LLC (“Purchaser”) does hereby agree to purchase,
all of Seller’s right, title and interest in, to and under the Loan described
on Exhibit A attached hereto and made a part hereof.  The Loan will be delivered to Purchaser on August 16,
2007, effective August 15, 2007 (the “Closing Date”) along with executed
allonge or endorsement to the note (issued in connection with the Loan) in
favor of Purchaser, as well as any other sale and transfer documentation
necessary to absolutely transfer all of Seller’s interest in the Loan, against
payment, by wire transfer of immediately available funds, to the account listed
on the attached Schedule I, consisting of (i) the aggregate principal
amounts due under the Loan as of the Closing Date plus (ii) accrued interest up to, but not including, the
Closing Date, plus (iii) a
purchase premium equal to eight percent (8%) of the then outstanding principal
amount of the Loan.  The amount
consisting (in the aggregate) of the foregoing (i), (ii) and (iii) is
hereinafter referred to as the “Purchase Price.” The Closing Date may be
changed by mutual consent of Seller and Purchaser, such consent not to be
unreasonably withheld.


 


For purposes of this Agreement, the term “Loan Documents” means those
documents reflected on Exhibit A to Exhibit E hereto which is
intended to include, as applicable, all original documents, agreements and
instruments relating to the Loan, including, without limitation, any promissory
note evidencing the Loan (the “Note”), any loan agreement, each original
executed collateral document or account or security securing the Loan (as
applicable), including, without limitation, the Lease, any mortgage, deed of
trust, security agreement, UCC financing statement, regulatory agreement,
assignment of rents and leases, pledge agreement, guaranty, indemnification
agreement, assignment of management agreement, assignment of stock or
partnership units, title insurance policy, tax or insurance escrow agreement,
letter of credit, certificate of deposit or any deposit or escrow of any kind,
fire or casualty insurance policy, flood hazard insurance policy, other
insurance (including, without limitation, any residual value insurance policy,
if any), or other document, agreement or instrument under which legal rights or
obligations are created or exist, if any, provided to Seller to secure the Loan
and held by Seller, and any amendments, restatements, endorsements,
confirmatory recordations, supplements, corrections, or other modifications
thereof, including, without limitation, as any of the foregoing were amended by
that certain Amendment of Documents, dated effective as of January 1,
2004, by and between DG Ardmore, L.L.C. and Principal Life Insurance
Company.


 

















 


In
connection with the foregoing, Seller hereby represents and warrants to
Purchaser as follows:


 


1.               Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Iowa, has the necessary power and authority to execute and
deliver this Agreement and to perform in accordance herewith, and is duly
authorized to execute this Agreement and perform in accordance with the terms
hereof.  This Agreement has been duly
executed and delivered by Seller.  This
Agreement is enforceable against Seller in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors’ rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).


 


2.               Seller is the sole beneficial owner of the
Loan acting solely on its own behalf and for its own account, and not as agent
or broker, in selling the Loan to Purchaser.


 


3.               The interests of Seller being sold and
transferred by Seller under this Agreement represents (in the aggregate, if
applicable) 100% of the outstanding interest in the Note and Loan Documents.


 


4.               Seller owns the Loan free and clear of any lien, pledge, participation interest, security
interest or any other encumbrance whatsoever.


 


5.               The outstanding principal balance of the Loan
is as set forth on Exhibit A, as of the date reflected thereon within a
variance of $100.00.


 


6.               Scheduled interest and principal payments
have been received through the date reflected on Exhibit A.  The next date upon which the payment of
principal and interest is due is as reflected on Exhibit A.


 


7.               Since the origination
of the Note by Seller, Seller (i) has neither satisfied, cancelled,
rescinded or subordinated any of the Loan which is the subject of sale under
this Agreement, in whole or in part, nor has any actual knowledge of any such
satisfaction, cancellation, rescission or subordination; (ii) has neither
released any of the interests in the Property from the lien of the deed of
trust/mortgage, nor has any actual knowledge of any such release; and (iii) has
neither executed any instrument that would evidence or result in any
satisfaction, cancellation, rescission, subordination or release of the Loan
which are the subject of sale under this Agreement, in whole or in part, nor
has any actual knowledge of the existence of any such instrument.


 


8.               Other than as amended
by that certain Amendment of Documents, dated effective as of January 1,
2004, by and between DG Ardmore, L.L.C. and Principal Life Insurance Company,
since the origination of the Note by Seller, (i) Seller has not knowingly
and voluntarily impaired, waived, altered, amended or modified in any respect
any Loan Document which is the subject of sale under this Agreement; and (ii) to
Seller’s actual knowledge, the terms of the Loan Documents have not been
impaired, waived, altered, amended or modified in any respect.


 


9.               The information set forth on Exhibit A
and Schedule I is true and correct.


 


10.         Seller’s representations and warranties as expressly set forth herein
shall (a) extend to Purchaser and its successors and/or assigns, and
Seller acknowledges and agrees that any such successor and/or assign shall be
entitled to rely upon Seller’s representations and warranties as if the
representations and warranties had been given directly to Purchaser’s
successors and/or assigns by Seller, and (b) not be limited by any
restrictive endorsement in the Note, any allonge to the Note, or any assignment
document.


 

















 


Purchaser hereby represents and warrants to Seller
as follows:


 


1.               Purchaser is a limited
liability company duly organized, validly existing, and in good standing under
the laws of the State of Tennessee, has the necessary power and authority to execute
and deliver this Agreement and to perform in accordance herewith, and is duly
authorized to execute this Agreement and perform in accordance with the terms
hereof.  This Agreement has been duly
executed and delivered by Purchaser. 
This Agreement is enforceable against Purchaser in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance and similar
laws affecting creditors’ rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).


 


2.               Purchaser understands that the Loan (and the
Note evidencing the same) has not been and will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”) and may be resold
only if registered pursuant to the provisions of the Act or if an exemption
from such registration is available; that neither the issuer nor Seller is
required to register the Loan or the Note, and that any transfer must comply
with the agreements and documents that govern the Loan or the Note.


 


3.               Purchaser does not consider the acquisition
of any Loan as the “purchase” or “sale” of a “security” within the meaning of
the Securities Act of 1933, the Securities Exchange Act of 1934 or Rule 10b-5
promulgated thereunder, the Trust Indenture Act of 1939, or any state
securities laws.


 


4.               Purchaser has made such examination, review
and investigation of the facts and circumstances necessary to evaluate the Loan
as it has deemed necessary or appropriate.


 


5.               Purchaser has not received from Seller any
investment advice or any opinion as to whether the purchase of the Loan is
prudent, and Purchaser is not relying on any representation or warranty by
Seller except as expressly set forth herein.


 


6.               Purchaser has such knowledge and experience
in financial and business matters that it is capable of evaluating the merits
and risks of an investment in the Loan, and Purchaser has concluded on the
basis of information available to it that it is able to bear the risks associated
with such an investment for an indefinite period of time.


 


7.               Purchaser has received a copy of the Loan
Documents and such other documents and information that it has requested, and
has been afforded an ample opportunity to review such materials.  Purchaser acknowledges that it has conducted
an independent investigation of such matters and any other matter it deems
necessary and has had the opportunity to receive such information as in its
judgment is necessary for it to make an informed investment decision, and has
not relied upon Seller for any investigation or assessment to evaluate the
transaction contemplated hereby, and Purchaser is not relying on any
representation or warranty, express or implied, by Seller except as expressly
set forth herein.


 


Seller
and Purchaser hereby agree as follows:


 


1.               Each party hereto shall execute and deliver
further documents or instruments as may be reasonably requested by the other
party in order to effect the intent and purposes of transactions represented by
this Agreement.  Purchaser shall
reimburse Seller for all reasonable costs incurred by Seller for any such
requests.  This Agreement shall be
binding on, and inure to the benefit of, the parties hereto and their
respective successors and assigns.


 

















 


2.               The sale of the Loan to Purchaser shall
constitute a reaffirmation by Seller and Purchaser on and as of the date of
such sale of the foregoing representations and warranties, which shall survive
the signing, and delivery of this Agreement and the sale of the Loan.


 


3.               Upon payment of the Purchase Price at
Closing, Seller shall:  (i) deliver
executed originals of Exhibits B through F inclusive, or that form of said
exhibits deemed necessary by a nationally recognized title insurance company to
effect an absolute assignment and transfer of the Note and Loan Documents from
Seller to Purchaser, as well as such other sale and transfer documents as may
be customary and reasonable; (ii) execute such documents and take such
actions as are necessary to deliver any funds in, or transfer control over, any
escrow accounts held in connection with the Loan; and (iii) deliver the
original Note and all other original Loan Documents in Seller’s possession or
control.


 


4.               With respect to any and all payments received
by Seller on or after the Closing Date on account of the Loan, including any
insurance proceeds or condemnation awards, Seller shall remit such payments
promptly to Purchaser via wire transfer without interest and without any
deduction or withholding of any kind.


 


5.               Each of Seller and Purchaser hereby
represents and warrants to the other that it has not dealt with any broker in
connection with this Agreement (or any other party for whom a commission or
other such payment shall be due in connection with this Agreement).


 


6.               All notices and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered (or delivery refused), if sent by registered
or certified mail (return receipt requested), (b) when delivered (or
delivery refused), if delivered personally, (c) when transmitted, if sent
by facsimile if a confirmation of transmission is produced by the sending
machine, or (d) when delivered (or delivery refused), if sent by overnight
mail or overnight courier, in each case to the parties at the following
addresses or facsimile numbers (or at such other addresses or facsimile numbers
as shall be specified by like notice):


 


(1)                                  If to Purchaser, at


 


DC Financial, LLC

c/o Dollar General Corporation

100 Mission Ridge

Goodlettsville, TN 37072

Attn:  Law Department

Telecopier No. 615-855-5180


 


(2)                                  If to Seller, at

Principal Life Insurance Company


c/o Principal Real Estate Investors, LLC


801 Grand Avenue


Des Moines, IA  50392


Attn:  Darin Bennigsdorf


Telecopier No. 866-850-4022




The giving of any notice required hereunder may be waived in writing by
the party entitled to receive such notice. 
Failure or delay in delivering copies of any notice, demand, request,
consent, approval, 


 

















 


declaration or other communication within any corporation or firm to
the persons designated to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration
or other communication.


 


7.               This Agreement may not be amended,
supplemented or modified except by an instrument in writing signed on behalf of
each of the parties hereto.  Any term,
condition or provision of this Agreement may be waived in writing at any time
by the party which is entitled to the benefits thereof.


 


8.               Except as provided herein, Purchaser and
Seller shall each be responsible for payment of their own costs and expenses
(including legal fees) incurred in connection with the purchase of the
Loan.  Notwithstanding the foregoing,
Purchaser shall pay all governmental, documentary and transfer fees, recording
costs, title insurance premiums and any other closing costs.


 


9.               Purchaser acknowledges and agrees that any
appraisal delivered to Purchaser in conjunction herewith was performed for the
benefit of Seller and that Seller in no way guarantees the appraisal’s accuracy
or sufficiency, and that Purchaser will not rely upon such document.


 


10.         THIS AGREEMENT SHALL BE
CONSTRUED, AND THE RIGHTS AND OBLIGATIONS OF SELLER AND PURCHASER HEREUNDER
DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA.  EACH OF PURCHASER AND SELLER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY
APPLICABLE LAWS) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE
ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  DC
  FINANCIAL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Wade Smith

  	
   

  
	
   

  	
   

  	
  Name: Wade Smith

  
	
   

  	
   

  	
  Title:

  



 


Agreed to and accepted by:


 


	
  PRINCIPAL
  LIFE INSURANCE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  	
   

  	
   

  
	
   

  	
  Its authorized signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Steven Traynor

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Steven Traynor

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Darin Benningsdorf

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Darin Benningsdorf

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


EXHIBIT A


 


1)              Principal Balance of Loan after the
application of the August 1, 2007 payment is $34,302,507.42.


 


2)              Interest on the Loan has been paid thru July 31,
2007.


 


3)              The next scheduled payment of principal and
interest due under the note is September 1, 2007.


 

















 


SCHEDULE I


 


	
  Name and Address of Seller

  	
   

  	
  Principal Life Insurance Company

  
	
   

  	
   

  	
  c/o Principal Real Estate Investors, LLC

  
	
   

  	
   

  	
  801 Grand Avenue

  
	
   

  	
   

  	
  Des Moines, IA  50392

  
	
   

  	
   

  	
   

  
	
  Payment Instructions

  	
   

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
   

  	
  420 Montgomery Street

  
	
   

  	
   

  	
  San Francisco, CA  94104

  
	
   

  	
   

  	
  ABA Number 121000248

  
	
   

  	
   

  	
  Account No. 8785453476

  
	
   

  	
   

  	
  Name of Account:  PGI Serviced Mtge. Pymts.

  
	
   

  	
   

  	
  OBI (Special Instructions) Field:

  
	
   

  	
   

  	
  PFGCR(S)752112

  
	
   

  	
   

  	
   

  
	
  Federal Tax ID No.

  	
   

  	
   

  



 

















 


EXHIBIT
B


 


ALLONGE


 


To Secured Promissory
Note dated as of January 19, 1999,
in the original principal amount of FORTY-SIX MILLION ONE HUNDRED SIXTY-THREE
THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS ($46,163,666.00)
from DG Ardmore, L.L.C., a
Delaware limited liability company, to Principal Life Insurance Company,
an Iowa corporation, as amended by that
certain Amendment of Documents, dated effective as of January 1, 2004, by
and between DG Ardmore, L.L.C. and Principal Life Insurance Company.


 


For value received, pay to the order of DC
FINANCIAL, LLC, a Tennessee limited liability company, without recourse.


 


	
   

  	
   

  	
  PRINCIPAL LIFE
  INSURANCE COMPANY,

  
	
   

  	
   

  	
  an Iowa corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  
	
   

  	
   

  	
   

  	
  a Delaware limited
  liability company,

  
	
   

  	
   

  	
   

  	
  its authorized signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



Dated: 
August         , 2007


 

















 


EXHIBIT C


 


ASSIGNMENT OF MORTGAGE


 


Dated as of 
August       , 2007


 


PRINCIPAL LIFE
INSURANCE COMPANY, an
Iowa corporation (“Assignor”),
having an address at c/o Principal Real Estate Investors, LLC, 801 Grand
Avenue, Des Moines, Iowa  50392, is the legal and equitable owner and
holder of that certain Secured Promissory Note
dated as of January 19, 1999, made
by DG Ardmore, L.L.C., a Delaware limited liability company (“Borrower”), in the principal amount of
Forty-Six Million One Hundred Sixty-Three Thousand Six Hundred Sixty-Six
Dollars ($46,163,666.00) (the “Original Note”), which Original Note is
secured by, among other things, that certain Mortgage
and Security Agreement from Borrower to Assignor dated as of January 19, 1999 (the “Original Indenture”), which encumbers
that certain real property more fully described on Exhibit A (the “Mortgaged Property”).


 


WHEREAS,
the Original Indenture was recorded on January 25, 1999 in Book 3357, Page 19
of the records of the County Clerk of Carter County, Oklahoma; and


 


WHEREAS,
the Original Note and the Original Indenture were amended by that certain
Amendment of Documents (the “Amendment”)
dated effective as of January 1, 2004, made by and between Borrower and
Assignor, and recorded on February 4, 2004 in Book 4094, Page 147 of
the records of the County Clerk of Carter County, Oklahoma (the Original Note
as amended by the Amendment is hereinafter the “Note” and the Original Indenture as amended by the
Amendment is hereinafter the “Indenture”);
and


 


WHEREAS,
Assignor has simultaneously herewith endorsed the Note without recourse to DC
FINANCIAL, LLC, a Tennessee limited liability company (“Assignee”), having an address at c/o
Dollar General Corporation, 100 Mission Ridge, Goodlettsville,
Tennessee  37072, and the parties hereto now desire that the
Indenture be assigned to Assignee;


 


NOW THEREFORE,
in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and intending to be
legally bound hereby, Assignor does hereby sell, assign, grant, transfer, set
over and convey to Assignee, its successors and assigns, without recourse, all
of Assignor’s interest in, to and under the following: the Indenture;


 


Together, without recourse, all of Assignor’s
right, title, and interest in and to the notes, bonds or other obligations
described in said Indenture and secured thereby.  To have and to hold the same unto the
Assignee, its successors and assigns, forever.


 


This Assignment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


This Assignment shall be governed by and
construed in accordance with the laws of the State of Oklahoma.


 

















 


WITNESS
the execution hereof as of the date and year first
above written.


 


	
   

  	
   

  	
  PRINCIPAL LIFE INSURANCE COMPANY,

  
	
   

  	
   

  	
  an Iowa corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  
	
   

  	
   

  	
   

  	
  a Delaware limited
  liability company,

  
	
   

  	
   

  	
   

  	
  its authorized signatory

  



 


 


	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


 


	
  STATE OF
  IOWA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF
  POLK

  	
  )

  



 


On this           
day of August, 2007, before me, the undersigned, a Notary Public in and for the
said State, personally appeared                                                             
and                                                             ,
to me personally known to be the identical persons whose names are subscribed
to the foregoing instrument, who being by me duly sworn, did say that they are
the                                                             
and                                                             ,
respectively, of PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited
liability company, authorized signatory of PRINCIPAL LIFE INSURANCE COMPANY, an
Iowa corporation, and that the seal affixed to the instrument is the seal of
Principal Real Estate Investors, LLC; that the instrument was signed and sealed
on behalf of the corporation by Principal Real Estate Investors, LLC, as
authorized signatory of Principal Life Insurance Company, by authority of the
Board of Directors of Principal Life Insurance Company; and that the aforesaid
individuals each acknowledged the execution of the foregoing instrument to be
the voluntary act and deed of Principal Real Estate Investors, LLC, as
authorized signatories of said corporation, by it and by them voluntarily
executed.


 


 


	
   

  	
   

  	
   

  
	
  Notary Public in and for said State

  	
   

  
	
  My Commission Expires:

  	
   

  
	
  [Affix Notarial Stamp or Seal]

  	
   

  



 

















EXHIBIT D


 


ASSIGNMENT OF

ASSIGNMENT OF LEASES AND RENTS


 


Dated as of August       ,
2007


 


PRINCIPAL LIFE
INSURANCE COMPANY, an
Iowa corporation (“Assignor”),
having an address at c/o Principal Real Estate Investors, LLC, 801 Grand Avenue,
Des Moines, Iowa  50392, is the legal and equitable owner and holder
of that certain Secured Promissory Note
dated as of January 19, 1999, made
by DG Ardmore, L.L.C., a Delaware limited liability company (“Borrower”), in the principal amount of
Forty-Six Million One Hundred Sixty-Three Thousand Six Hundred Sixty-Six
Dollars ($46,163,666.00) (the “Original Note”), which Original Note is
secured by, among other things, that certain Assignment
of Leases and Rents from Borrower to Assignor dated as of January 19, 1999  (the “Original
Assignment of Lease”), which encumbers that certain real
property more fully described on Exhibit A
(the “Mortgaged Property”).


 


WHEREAS,
the Original Assignment of Lease was recorded on January 25, 1999 in Book
3357, Page 53 of the records of the County Clerk of Carter County,
Oklahoma; and


 


WHEREAS,
the Original Note and the Original Assignment of Lease were amended by that
certain Amendment of Documents (the “Amendment”)
dated effective as of January 1, 2004, made by and between Borrower and
Assignor, and recorded on February 4, 2004 in Book 4094, Page 147 of
the records of the County Clerk of Carter County, Oklahoma (the Original Note
as amended by the Amendment is hereinafter the “Note” and the Original Assignment of Lease as amended by
the Amendment is hereinafter the “Assignment
of Lease”); and


 


WHEREAS,
Assignor has endorsed the Note without recourse to DC FINANCIAL, LLC,
a Tennessee limited liability company (“Assignee”), having an address at c/o Dollar General
Corporation, 100 Mission Ridge, Goodlettsville, Tennessee  37072, and
the parties hereto now desire that Assignment of Lease be assigned to Assignee;


 


NOW THEREFORE,
in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged and intending to be
legally bound hereby, Assignor does hereby sell, assign, grant, transfer, set
over and convey to Assignee, its successors and assigns, without recourse, all
of Assignor’s interest in, to and under the following: the Assignment of Lease;


 


Together, without recourse, all of Assignor’s
right, title, and interest in and to the notes, bonds or other obligations
described in said Assignment of Leases and secured thereby.  To have and to hold the same unto the Assignee,
its successors and assigns, forever.


 


This Assignment shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.


 


This Assignment shall be governed by and
construed in accordance with the laws of the State of Oklahoma.


 

















 


WITNESS
the execution hereof as of the date and year first
above written.


 


	
   

  	
   

  	
  PRINCIPAL LIFE INSURANCE COMPANY,

  
	
   

  	
   

  	
  an Iowa corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  
	
   

  	
   

  	
   

  	
  a Delaware limited
  liability company,

  
	
   

  	
   

  	
   

  	
  its authorized signatory

  



 


 


	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
						



 


 


	
  STATE OF
  IOWA

  	
  )

  
	
   

  	
  )

  
	
  COUNTY OF
  POLK

  	
  )

  



 


On this           
day of August, 2007, before me, the undersigned, a Notary Public in and for the
said State, personally appeared                                                             
and                                                             ,
to me personally known to be the identical persons whose names are subscribed
to the foregoing instrument, who being by me duly sworn, did say that they are
the                                                             
and                                                             ,
respectively, of PRINCIPAL REAL ESTATE INVESTORS, LLC, a Delaware limited
liability company, authorized signatory of PRINCIPAL LIFE INSURANCE COMPANY, an
Iowa corporation, and that the seal affixed to the instrument is the seal of
Principal Real Estate Investors, LLC; that the instrument was signed and sealed
on behalf of the corporation by Principal Real Estate Investors, LLC, as
authorized signatory of Principal Life Insurance Company, by authority of the
Board of Directors of Principal Life Insurance Company; and that the aforesaid
individuals each acknowledged the execution of the foregoing instrument to be
the voluntary act and deed of Principal Real Estate Investors, LLC, as
authorized signatories of said corporation, by it and by them voluntarily
executed.


 


	
   

  	
   

  	
   

  
	
  Notary Public in and for said State

  	
   

  
	
  My Commission Expires:

  	
   

  
	
  [Affix Notarial Stamp or Seal]

  	
   

  



 


7

















 


EXHIBIT E


 


GENERAL
ASSIGNMENT OF LOAN DOCUMENTS


 


THIS GENERAL
ASSIGNMENT OF LOAN DOCUMENTS,
dated as of August         ,
2007, is made by PRINCIPAL LIFE
INSURANCE COMPANY, an Iowa
corporation (“Assignor”),
to DC FINANCIAL, LLC, a Tennessee
limited liability company (“Assignee”).


 


RECITALS


 


WHEREAS, Assignor was the holder of a certain Secured Promissory Note
dated as of January 19, 1999 (the “Original Note”) from DG Ardmore, L.L.C., a Delaware limited liability company (“Borrower”), and various security and
other documents executed in connection therewith (collectively, the “Original Security Documents”), as listed in
Exhibit A attached
hereto and made a part hereof, all dated as of January 19,
1999 (the Original Note and the Original Security Documents are
sometimes collectively referred to herein as the “Original Loan Documents”); and


 


WHEREAS, the Original Loan Documents were amended by
that certain Amendment of Documents (the “Amendment”) dated effective as of January 1, 2004, made
by and between Borrower and Assignor (the Original Note as amended by the
Amendment is hereinafter the “Note,”
the Original Security Documents as amended by the Amendment are hereinafter the
“Security Documents,” and the
Original Loan Documents as amended by the Amendment and otherwise as listed in Exhibit A are hereinafter the “Loan Documents”); and


 


WHEREAS, the interests of Assignor in the Note were
endorsed, without recourse, by Allonge attached thereto, to Assignee herein;
and


 


WHEREAS, Assignor desires to assign all of its right,
title and interest in and to the Loan Documents to Assignee;


 


NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Assignor does hereby sell, assign, grant, transfer, set over and
convey to Assignee, its successors and assigns, without recourse, all of
Assignor’s right, title and interest in the Loan Documents.


 


Together, without recourse, all of Assignor’s right,
title, and interest in and to the notes, bonds or other obligations described
therein.  To have and to hold the same
unto the Assignee, its successors and assigns, forever.  All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Note.


 


This Assignment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State of Oklahoma.


 


8

















 


IN WITNESS WHEREOF, the undersigned hereby affixes its
signature as of the day and year first above written.


 


	
  WITNESS:

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  PRINCIPAL LIFE INSURANCE COMPANY,

  
	
   

  	
  an Iowa
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  
	
   

  	
   

  	
  a Delaware limited
  liability company,

  
	
   

  	
   

  	
  its authorized signatory

  



 


 


	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


9

















 


EXHIBIT A


 


(to General Assignment)


 


Original Loan Documents:


 


1.               Secured Promissory Note, dated January 19, 1999, issued
by DG Ardmore, L.L.C. and payable to the order of Principal Life Insurance
Company


 


2.               Mortgage and Security Agreement, dated January 19,
1999, by DG Ardmore, L.L.C. to and for the benefit of Principal Life Insurance
Company, recorded on January 25,
1999 in Book 3357, Page 19 of the records of the County Clerk of Carter
County, Oklahoma


 


3.               Assignment of
Leases and Rents, dated January 19, 1999, by DG Ardmore, L.L.C. to and for
the benefit of Principal Life Insurance Company, recorded on January 25, 1999 in Book 3357, Page 53 of the
records of the County Clerk of Carter County, Oklahoma


 


4.               Environmental
Indemnity Agreement, dated January 19, 1999, by DG Ardmore, L.L.C. to and
for the benefit of Principal Life Insurance Company


 


5.               Original UCC-1
Financing Statement filed January 25, 1999 with the Secretary of State of
Oklahoma, file #0003009


 


6.               Original UCC-1
Financing Statement (in lieu of continuation statement for #5 above) filed December 16,
2003 with the Secretary of State of Delaware, file #3330506


 


7.               Lender’s Title
Insurance Policy issued by First American Title Insurance Company, Policy
Number C 276843, with all endorsements thereto


 


8.               Opinion of
Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd., counsel to
Borrower, dated as of January 19, 1999


 


9.               Opinion of Andrews
Davis Legg Bixler Milsten & Price, Inc., special Oklahoma counsel
to Borrower, dated as of January 19, 1999


 


10.         Certificate of Garry W.
Cohen, Executive Vice President of Mesirow Realty Sale-Leaseback, Inc.
(sole member of Borrower), dated as of January 19, 1999


 


11.         Lease Agreement dated January 19,
1999, by and between DG Ardmore, L.L.C., as landlord, and Dollar General
Corporation, as tenant, as evidenced by a Memorandum of Lease recorded on January 25, 1999 in Book
3357, Page 63 of the records of the County Clerk of Carter County,
Oklahoma, and assigned by Dollar General Corporation to Dolgencorp, Inc.
by an Assignment of Lease effective as of January 28, 2000 (which
Assignment of Lease was recorded on January 31, 2000 in Book 3487, Page 154
of the records of the County Clerk of Carter County, Oklahoma), and any other
modifications, assignments, etc., thereof


 


12.         Subordination,
Non-Disturbance and Attornment Agreement, dated January 19, 1999, by and
among Dollar General Corporation, DG Ardmore, L.L.C., and Principal Life 


 

















 


Insurance Company, recorded on January 25, 1999 in Book 3357, Page 67 of the
records of the County Clerk of Carter County, Oklahoma


 


13.         Evidence of Property and
Casualty Insurance


 


14.         Evidence of Liability
Insurance


 


15.         MAI Appraisal


 


Amendments:


 


1.               Consent to Transfer
of One Hundred Percent (100%) of the Membership Interests in DG Ardmore,
L.L.C., dated effective as of July 14, 2000, by and among Principal Life
Insurance Company, an Iowa corporation, as Lender, Mesirow Realty
Sale-Leaseback, Inc., as original member of DG Ardmore, L.L.C., and
Daniel G. Kamin, as purchaser of the membership interests in DG Ardmore,
L.L.C.


 


2.               Letter issued by
Principal Life Insurance Company to DG Ardmore, L.L.C., Dolgencorp, Inc.,
and Dollar General Corporation, dated January 13, 2004


 


3.               Amendment of
Documents, effective as of January 1, 2004, by and between
DG Ardmore, L.L.C. and Principal Life Insurance Company, recorded on February 4, 2004 in Book 4094,
Page 147 of the records of the County Clerk of Carter County, Oklahoma


 


4.               Endorsements to
First American Title Insurance Company Policy No. C 276843, issued
effective as of February 4, 2004


 


5.               Sub-Lease Agreement
between the Ardmore Development Authority, as landlord, and DG Ardmore, L.L.C.,
as tenant, effective as of January 1, 2004, as evidenced by a memorandum
of lease recorded on February 4, 2004 in Book 4094, Page 141 of
the records of the County Clerk of Carter County, Oklahoma


 


6.               Sub-Lease Agreement
between DG Ardmore, L.L.C., as sub-lessor, and Dolgencorp, Inc., as
sub-lessee, effective as of January 1, 2004


 


7.               Estoppel
Certificate and Agreement, effective as of January 1, 2004, by and among
the Ardmore Development Authority, as sublessor, DG Ardmore, L.L.C., as
sublessee, and Principal Life Insurance Company, as lender


 

















 


EXHIBIT F


 


August       ,
2007


 


VIA
FACSIMILE and FEDERAL EXPRESS


 


First American Title Insurance Company

133 N.W. 8th

Oklahoma City, OK  73102

Attention:  Pilar A. Beare


 


Re:                             Lender’s Title Insurance
Policy Number C 276843 issued by First American Title Insurance Company (the “Policy”) relating to a mortgage loan
(the “Loan”) from Principal Life Insurance Company (the “Original Lender”) to
DG Ardmore, L.L.C. (as Borrower) relating to property located in Ardmore,
Oklahoma


 


Ladies and Gentlemen:


 


All of the Original Lender’s rights, title and interest in and to the
above captioned Loan was sold to DC FINANCIAL, LLC, a Tennessee limited
liability company (“Assignee”).  You have been provided with copies of various
documents which evidence the sale of the Loan to Assignee.  We instruct you to endorse the Policy to
reflect Assignee as the sole Insured thereunder.


 


	
   

  	
  Very truly yours,

  
	
   

  	
  DC FINANCIAL, LLC,

  
	
   

  	
  a Tennessee limited liability
  company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


By our
execution below, we herby instruct you


to issue the
above described endorsement.


 


	
  PRINCIPAL
  LIFE INSURANCE COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  PRINCIPAL REAL ESTATE
  INVESTORS, LLC,

  	
   

  	
   

  
	
   

  	
  Its authorized signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: