Property Name Perry WBBD Perry Florida PURCHASE AND

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					Property Name:           Perry (WBBD-3334) – Perry, Florida

                             PURCHASE AND SALE AGREEMENT

       This Purchase and Sale Agreement (this “Agreement”) is made this ____ day of January,
2009 (“Effective Date”), between AMERICAN FINANCIAL TRS, INC., a Delaware
corporation (“Seller”), and _______________________, a ______________________
(“Purchaser”). In consideration of the mutual agreements herein set forth, the parties hereto,
intending to be legally bound, agree as follows.

    1. Defined Terms:

     Closing Date:                                           The thirtieth (30th) day after the
                                                             Effective Date.
     Deposit:                                                $
     Escrowee:                                               Lawyers Title Insurance Corporation
                                                             140 East 45th Street
                                                             New York, NY 10017
                                                             Attention: Mark Baillie, Esq.
     Property:                                               That certain tract(s) or parcel(s) of land
                                                             situated at 200 West Main Street, Perry,
                                                             Florida 32347 as more fully described on
                                                             Exhibit A attached hereto, together with
                                                             the improvements, fixtures and personal
                                                             property     thereon,    all   easements,
                                                             appurtenances, rights and privileges
                                                             pertaining thereto and any leases.
     Purchase Price:                                         High Bid Amount $ _____________
                                                             Buyer’s Premium $ _____________
                                                             Total Purchase Price $______________
     Purchaser’s Broker:



     Purchaser’s EIN:
     Purchaser’s Notice Address:



     Seller’s EIN:                                           41-2061780
     Seller’s Notice Addresses:                              c/o Gramercy Capital Corp.
                                                             420 Lexington Avenue
                                                             19th Floor
                                                             New York, NY 10170
                                                             Attention: Allan B. Rothschild
                                                             allan.rothschild@gkk.com

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   2. Agreement to Sell. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to
purchase and take from Seller, all of Seller’s right, title and interest in and to the Property.

     3. Purchase Price. The Purchase Price for the Property shall be payable by Purchaser as
follows: The Deposit is payable by Purchaser to Escrowee upon execution hereof by the parties,
to be held in escrow and disbursed by Escrowee pursuant to the provisions of Section 27
hereinbelow. At Closing (defined below), the Deposit shall be credited to Purchaser on account
of the Purchase Price. Notwithstanding anything contained herein to the contrary, including,
without limitation, the terms and provisions of Section 27 hereinbelow, Purchaser hereby agrees
that the Deposit is NON-REFUNDABLE. Purchaser agrees that under no circumstances
whatsoever shall Purchaser have any right or claim to such Deposit unless the Closing shall not
occur due solely to the willful default of Seller. In such event, the Deposit shall be refunded to
Purchaser. The balance of the Purchase Price, subject to the prorations and adjustments herein
provided for, shall be payable at Closing (i) in cash, (ii) by bank, cashier’s or certified check or
(iii) by wire transfer to an account designated by Seller.

    4. Closing. The transaction contemplated by this Agreement (“Closing”) shall be held at
10:00 A.M. prevailing local time on the Closing Date. Closing shall take place by mail with the
offices of the Escrowee.

         (A)      At Closing, Seller shall deliver the following documents to Purchaser (the “Seller
 Deliverables”): (i) a deed sufficient to vest in Purchaser title to the land and the other portions
 of the Property that constitute real property in accordance with this Agreement (“Deed”) and
 any affidavits required in connection therewith relating to transfer tax/documentary stamp tax;
 (ii) a bill of sale remising and transferring to Purchaser title to any portion of the Property that is
 not conveyed by the Deed, without recourse or warranty; (iii) if applicable, two (2) counterparts
 of an assignment and assumption of the leases identified on Exhibit B attached hereto
 (“Leases”), pursuant to which Seller assigns to Purchaser and Purchaser assumes all of Seller’s
 right, title and interest to the Leases, without recourse or warranty (the “Assignment and
 Assumption of Leases”); (iv) two (2) counterparts of an assignment and assumption of
 intangibles pursuant to which Seller assigns to Purchaser and Purchaser assumes all of Seller’s
 right, title and interest to the intangible personal property, without recourse or warranty (the
 “Assignment and Assumption of Intangibles”); (v) a certificate stating that Seller is not a
 “foreign person” within the meaning of Internal Revenue Code Section 1445; (vi) two (2)
 counterparts of Purchaser’s confirmation of responsibility for utility charges from and after the
 Closing Date (“Utility Transfer Letter”) executed by Seller; and (vii) confirmation of the
 existence and subsistence of Seller, and the authority of those executing for Seller, including
 without limitation, the following documents issued no earlier than thirty (30) days prior to
 Closing: (a) a good standing certificate in the state of Seller’s organization, and (b) a duly
 executed certificate from any officer of Seller confirming the incumbency of the signatories and
 the current force and effect of the resolution authorizing the execution of the documents under
 this Agreement.

       (B)   At Closing, Purchaser shall deliver or cause to be delivered to Seller (the
“Purchaser Deliverables”): (i) the amounts required to be paid to Seller pursuant to this

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Agreement; (ii) if applicable, two (2) executed counterparts of the Assignment and Assumption
of Leases; (iii) two (2) executed counterparts of the Assignment and Assumption of Intangibles;
(iv) two (2) executed counterparts of the Utility Transfer Letter; and (v) confirmation that
Purchaser has caused all utilities servicing the Property, if any, to be transferred as of the Closing
Date into the name of Purchaser and that Purchaser has posted such deposits or other security
required by any utility provider.

    5. Title. At Closing, title to the Property shall be free and clear of all covenants,
restrictions, easements, rights of way, mortgages, security interests, liens, encumbrances and title
objections, excepting only those matters described on Exhibit “B” attached hereto and the
exceptions listed on the deed in which title was vested in Seller (collectively, the “Permitted
Exceptions”).

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     6. Seller' Representations and Warranties. Seller represents and warrants to Purchaser as
follows: (i) Seller is duly organized and validly existing under the laws of its state of formation.
Seller has the right, power and authority to enter into this Agreement and to convey the Property
in accordance with the terms and conditions of this Agreement, to engage in the transactions
contemplated in this Agreement and to perform and observe the terms and provisions hereof; and
(ii) Seller has taken all necessary action to authorize the execution, delivery and performance of
this Agreement, and upon the execution and delivery of any document to be delivered by Seller
on or prior to the Closing, this Agreement and such document shall constitute the valid and
binding obligation and agreement of Seller, enforceable against Seller in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws of general application affecting the rights and remedies of creditors.

     7.    Purchaser’s Representations, Warranties and Covenants.

                (A)     Purchaser represents and warrants to Seller as follows: (i) Purchaser is
duly organized and validly existing under the laws of Purchaser’s State of formation. Purchaser
has the right, power and authority to enter into this Agreement and to purchase the Property in
accordance with the terms and conditions of this Agreement, to engage in the transactions
contemplated in this Agreement and to perform and observe the terms and provisions hereof; (ii)
Purchaser has taken all necessary action to authorize the execution, delivery and performance of
this Agreement, and upon the execution and delivery of any document to be delivered by
Purchaser on or prior to the Closing, this Agreement and such document shall constitute the valid
and binding obligation and agreement of Purchaser, enforceable against Purchaser in accordance
with its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws of general application affecting the rights and
remedies of creditors; and (iii) neither Purchaser nor any of Purchaser’s respective constituents
or affiliates nor any of their respective agents acting or benefiting in any capacity in connection
with the purchase of the Property is in violation of any laws relating to terrorism or money
laundering, including but not limited to, the Anti-Terrorism Law or is a “Prohibited Person”
under the Anti-Terrorism Law.

                (B) Purchaser’s Covenants and Agreements. At Closing, Purchaser shall
cause all utilities servicing the Property, including without limitation, electric, natural gas,

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telephone and tele-communication providers, steam, water, sewer, and any other providers of
utility services (collectively, the “Utilities”), to be transferred into an account established by or
on behalf of Purchaser and for which Seller will have no liability for Utility charges after the
Closing Date. Seller, at no out-of-pocket expense to Seller, shall reasonably cooperate with
Purchaser to assist Purchaser’s transfer of the Utilities from Seller to Purchaser as of the Closing
Date. Purchaser shall be responsible prior to Closing to post with the providers of the Utilities
any and all deposits, letters of credit or other security required to transfer the Utilities to
Purchaser. PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT SELLER
SHALL DIRECT ALL PROVIDERS OF UTILITIES TO TERMINATE SERVICE TO
THE PROPERTY AS OF THE CLOSING DATE AND PURCHASER’S FAILURE TO
TRANSFER THE UTILITIES WILL RESULT IN THE INABILITY OF PURCHASER
AND THE TENANTS UNDER THE LEASES TO USE THE UTILITIES, WHICH MAY
RESULT IN A DEFAULT UNDER THE LEASES. SELLER SHALL HAVE NO
LIABILITY TO PURCHASER OR THE TENANTS UNDER THE LEASES AS A
RESULT OF PURCHASER’S FAILURE TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 7(B).

    8. Condition of Property. Seller makes no representation, promise or guaranty with
respect to the condition or character of the Property (including without limitation the
subsoil condition thereof) or the use or uses to which the Property may be put. Purchaser
acknowledges that Purchaser shall satisfy itself as to the character and condition of the
Property, and that Purchaser will be purchasing the Property on the basis of its
examination and investigation and not in reliance on any representation or warranty of
Seller or any agent, employee or representative of Seller. Purchaser realizes that the
Property is being sold in “AS IS, WHERE IS” condition “WITH ALL FAULTS” as of the
date of this Agreement, subject to any and all violations of law, rules, regulations,
ordinances, orders, or requirements noted in or issued by any Federal, state, county,
municipal, or other department or government agency having jurisdiction against or
affecting the Property whenever noted or issued (collectively, “Violations”) and any
conditions which could give rise to any Violations.

    9. Apportionments at Closing; Transfer Taxes; Closing Costs. The following charges, pro-
rations and apportionments shall be made on a per diem basis between Purchaser and Seller at
Closing as of 12:01 A.M. prevailing time in the City where the Property is located on the Closing
Date on the basis of a 365-day year, with Purchaser deemed the owner of the Property on the
entire Closing Date:

               (A)            Apportionments.

                       (i)     Real Estate Taxes. Real estate taxes, personal property taxes, and
business improvement district assessments (if any) against the Property for the year or quarter in
which Closing is held shall be apportioned on a per diem basis between Purchaser and Seller as
of the date of Closing, and all tax adjustments shall be based on the fiscal year used by the taxing
authority with due allowance made for the maximum discount allowable. If Closing occurs at a
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date when the current year' millage is not fixed and the current year' assessment is available,
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then taxes will be prorated based on such assessment and the prior year' millage. If the current

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year' assessment is not available, then taxes will be prorated based on the prior year' tax. If
there are completed improvements on the land by January 1st of the year of Closing, which
improvements were not completed on January 1st of the prior year, then real estate taxes shall be
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prorated based upon the prior year' millage and at an equitable assessment to be agreed upon by
Seller and Purchaser.

                        (ii)    Water and Sewer Charges. All water, sewer and other utility
charges assessed against or incurred on or with respect to the Property based on the fiscal year
used by the assessing authority. Unless Purchaser shall have provided evidence satisfactory to
Seller in its reasonable discretion of the transfer of the Utilities into an account for the benefit of
Purchaser at Closing, then in such event, at Closing, Seller shall collect from Purchaser an
amount representing 30 days’ of Utilities charges based on bills for the month prior to Closing.

                       (iii) Rent, Income and Other Expenses. Rents and any other amounts
payable by tenants under the Leases shall be prorated as of the Closing Date and be adjusted
against the Purchase Price on the basis of a schedule which shall be prepared by Seller and
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delivered to Purchaser for Purchaser' review and approval prior to Closing. Purchaser shall receive
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at Closing a credit for Purchaser' pro rata share of the rents, additional rent, common area
maintenance charges, tenant reimbursements and escalations, and all other payments payable for
the month of Closing and for all other rents and other amounts that apply to periods from and after
the Closing, but which are actually received by Seller prior to Closing. Any reimbursements
payable by any tenant under the terms of any Lease affecting the Property as of the Closing Date,
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which reimbursements pertain to such tenant' pro rata share of increased operating expenses or
common area maintenance costs incurred with respect to the Property at any time prior to the
Closing, shall be prorated as of the date of Closing, on the basis of the number of days of Seller
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and Purchaser' respective ownership of the Property during the period in respect of which such
reimbursements are payable; and such prorated amount shall be credited to Purchaser or Seller, as
the case may be, at Closing.

                       (iv)    Tenant Inducement Costs. At Closing, Seller shall pay all unpaid
out-of-pocket expenses required under the Leases to be paid by the landlord to or for the benefit
of the tenant which are in the nature of a tenant inducement, including specifically, but without
limitation, tenant improvement costs, lease buyout payments, and moving, design, refurbishment
and club membership allowances and costs (“Tenant Inducement Costs”) and leasing
commissions for all Leases due and owing prior to Closing. The term "Tenant Inducement Costs"
shall not include loss of income resulting from any free rental period, it being understood and
agreed that Seller shall bear the loss resulting from any free rental period until the Closing Date
and that Purchaser shall bear such loss from and after the Closing Date. Purchaser shall be
responsible for all Tenant Inducement Costs and leasing commissions for all Leases (or renewals
or extensions thereof) approved by or deemed approved by Purchaser and which are entered into
after the Effective Date. If any Tenant Inducement Costs and leasing commissions are due and
payable after the Closing Date, then Purchaser shall assume such payment obligation at Closing.

                     (v)    Security Deposits Under the Leases. Seller shall transfer or
provide Purchaser a credit against the Purchase Price those security deposits paid by tenants
under the Leases and which are in the possession of the Seller. After such transfer or credit

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against the Purchase Price, Purchaser shall assume the obligations for the return of security
deposits and shall indemnify and hold Seller harmless from and against any claims made by a
tenant under the Leases, including claims for the return of the security deposits. The provisions
of this Section shall survive Closing and the delivery of the Deed by Seller to Purchaser for a
period of six (6) months.

                       (vi)   Assessments. If the Property is affected by any assessment
imposed by any governmental authority which is or may become payable in annual installments,
then Seller shall pay the unpaid installments of any such assessment which are due and payable
on or before the Closing Date and Purchaser shall assume full responsibility for the payment of
all installments which become due and payable after the Closing Date.

         (B)        Transfer Tax/Documentary Stamps. Purchaser shall pay all taxes, levies or
documentary stamps required to be paid in connection with the Closing or the recording of the
Deed.

           (C)         Closing Costs. Seller shall pay at Closing all recording fees due on
recording of corrective instruments, if any, and Seller’s attorney’s fees and costs. Purchaser
shall pay at Closing (i) all recording fees due on the Deed; (ii) all title examination fees, title
insurance premiums (including without limitation premiums for endorsements and extended
coverage); (iii) the cost of any survey obtained by Purchaser; (iv) all costs and expenses of any
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financing of Purchaser' acquisition of the Property (including, without limitation, all intangible
taxes, documentary stamp taxes and recording and filing fees due on any financing document,
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and lender' attorneys'  fees and expenses); (v) Purchaser’s attorney’s fees and costs; and (vi) all
escrow fees charged by Escrowee, if any.

    10. Time of the Essence. Time wherever specified herein for satisfaction of conditions or
performance of obligations by Purchaser is of the essence of this Agreement.

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    11. Purchaser' Default. If at the time of Closing Purchaser is in default in the observance or
performance of Purchaser’s obligations hereunder, then Seller shall have the right, as Seller'   s
sole remedy, to terminate this Agreement and retain the Deposit as liquidated damages and
thereafter the parties shall have no further obligations hereunder. The parties acknowledge that
the aforesaid liquidated damages are reasonable and do not constitute a penalty and are being
agreed upon due to the difficulty of calculating the actual amount of damages that Seller might
sustain in the event of a default by Purchaser and termination of this Agreement.

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    12. Seller' Default. If Seller shall be unable to perform its obligation to convey the property
to Purchaser in accordance with the terms of this Agreement, then Purchaser, at its sole option
and as its sole and exclusive remedy, may terminate this Agreement, in which event Escrow
Agent shall refund to Purchaser the Deposit (and all interest earned thereon, if any), and neither
party shall thereafter have any further right or obligation hereunder.

    13. Casualty. If the Property, or a material part (affecting more than fifteen percent (15%) of
the Property) thereof, is destroyed, damaged or lost by fire or other casualty or cause prior to
Closing, Purchaser shall have the right to terminate this Agreement. If Purchaser shall not elect

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to terminate this Agreement, then at Closing Seller shall pay to Purchaser all money theretofore
paid to Seller by reason of such fire, casualty or cause (less any amounts expended by Seller to
secure or restore the Property), and shall assign to Purchaser all of Seller’s claims and rights with
respect to such fire, casualty or cause, including without limitation all rights and claims under all
applicable policies of insurance, and shall pay to Purchaser all sums which may have been paid
to Seller by reason thereof. Notwithstanding anything to the contrary contained in this Section
13, Seller shall be entitled to retain any and all proceeds of insurance which are compensatory
for any insured casualty to the Property which occurred prior to the date of this Agreement.

    14. Condemnation. If the Property, or a material part (affecting more than fifteen percent
(15%) of the Property) thereof, is taken by eminent domain prior to Closing, either Seller or
Purchaser shall have the right to terminate this Agreement. If either party does not elect to
terminate this Agreement or if the portion of the Property which is taken or rendered unusable is
not a material part of the Property, Purchaser shall accept so much of the Property as remains
after such taking with no abatement of the Purchase Price, and at the Closing, Seller shall assign
and turn over to Purchaser, and Purchaser shall be entitled to receive and keep, all of Seller’s
interest in and to all awards for such taking by eminent domain.

     15. Notices. All notices required by or relating to this Agreement shall be in writing and
shall either be (i) hand delivered, (ii) delivered by nationally recognized overnight courier
service, (iii) mailed United States registered or certified mail, return receipt requested, postage
prepaid, or (iv) electronic mail (provided that any delivery by electronic mail is also
simultaneously deposited for delivery by one of the delivery methods set forth in subsections (i),
(ii) or (iii). All notices shall be addressed to the other respective party at its address above set
forth, or at such other address as such other party shall designate by notice, and shall be effective
when delivered to such address.

    16. Brokers. Purchaser represents to Seller that Purchaser has not dealt with any broker or
other person who may be entitled to a real estate broker’s commission or a finder’s fee in
connection with this transaction other than (a) Seller’s broker, John Dixon and Associates
(“Seller’s Broker”), who shall be paid by Seller pursuant to a separate written agreement
between Seller and Seller’s Broker, and (b) Purchaser’s Broker, if applicable, who shall be
entitled to payment from Seller’s Broker of a commission in the amount of two percent (2%)
pursuant to a separate written agreement between Seller’s Broker and Purchaser’s Broker.
Purchaser hereby indemnifies and holds Seller harmless from and against any claim for a
brokerage commission or finder’s fee asserted by a person claiming by or through Purchaser.
This indemnification shall survive Closing.

    17. Whole Agreement; Amendments. This Agreement sets forth all of the agreements,
representations, warranties and conditions of the parties hereto with respect to the subject matter
hereof, and supersedes all prior or contemporaneous agreements, representations, warranties and
conditions. The exhibits, schedules and riders referred to above constitute parts of this
Agreement. No alteration, amendment, modification or waiver of any of the terms or provisions
hereof, and no future representation or warranty by either party with respect to this transaction,
shall be valid unless the same be in writing and signed by the party against whom enforcement of
same is sought.

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   18. Governing Law. The laws of the state where the Property is located shall govern this
Agreement and all issues arising hereunder.

    19. Assignment. Purchaser may not assign this Agreement or any rights or remedies of
Purchaser hereunder without Seller’s prior written consent. If approved by Seller, no assignment
of this Agreement shall release Purchaser of its obligations hereunder.

   20. Counterparts. This Agreement may be signed in any number of counterparts, each of
which shall be an original, and all of which taken together shall constitute a single agreement,
with the same effect as if the signatures thereto and hereto were upon the same instrument.

    21. Seller’s Limited Liability. It is hereby expressly agreed that any liability of Seller arising
hereunder, for any reason whatsoever, shall be limited to Seller’s interest in and to the Property
and the proceeds thereof. It is further hereby expressly agreed that in no event shall any
member, manager, officer, trustee, director, shareholder, employee, agent or representative of
Seller have any personal liability in connection with this Agreement or the transaction
envisioned herein. The provisions of this Section 21 shall survive Closing or any termination of
this Agreement.

    22. Survival. Except for the rights and obligations of Seller and Purchaser which by their
express terms shall survive, none of the rights and obligations of Purchaser and Seller shall
survive Closing or the termination of this Agreement.

    23. No Recording. Neither this Agreement nor any memorandum or short form thereof may
be recorded by Purchaser. A violation of this prohibition shall constitute a material breach by
Purchaser of this Agreement.

    24. Severability. If any provision in this Agreement, or its application to any person or
circumstance, is held to be invalid or unenforceable to any extent, that holding shall not affect
the remainder of this Agreement or the application of that provision to persons or circumstances
other than that to which it was held invalid or unenforceable.

  25. Waiver of Trial by Jury. EACH PARTY HEREBY WAIVES, IRREVOCABLY AND
UNCONDITIONALLY, TRIAL BY JURY IN ANY ACTION BROUGHT ON, UNDER OR
BY VIRTUE OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY OF THE
DOCUMENTS AND/OR INSTRUMENTS EXECUTED IN CONNECTION HEREWITH,
THE PROPERTY OR ANY CLAIMS, DEFENSES, RIGHTS OF SET-OFF OR OTHER
ACTIONS PERTAINING HERETO OR TO ANY OF THE FOREGOING.

   26. General Release. TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER
HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND FOREVER
DISCHARGES SELLER, SELLER’S OFFICERS, MEMBERS, MANAGERS, TRUSTEES,
DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND
AGENTS, AND EACH OF THEIR RESPECTIVE AFFILIATES, OFFICERS, MEMBERS,
MANAGERS, TRUSTEES, DIRECTORS, PARTNERS, SHAREHOLDERS, EMPLOYEES,

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REPRESENTATIVES AND AGENTS (EACH A “SELLER PARTY” AND COLLECTIVELY
THE “SELLER PARTIES”) FROM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR
CLAIMS, LOSSES AND DEMANDS, INCLUDING WITHOUT LIMITATION THOSE
ARISING FROM PERSONAL INJURY OR DEATH, AND ALL CONSEQUENCES
THEREOF (INCLUDING WITHOUT LIMITATION ANY INTERRUPTION OR
INTERFERENCE WITH ANY BUSINESS OR ACTIVITIES BEING CONDUCTED ON THE
PROPERTY AND ANY LOSS OF OPPORTUNITY), WHETHER NOW KNOWN OR NOT,
WHICH MAY ARISE FROM (1) ANY LATENT OR PATENT DEFECTS, ANY HIDDEN OR
CONCEALED CONDITIONS, OR ANY SUBSOIL, GROUNDWATER OR GEOLOGICAL
CONDITIONS, (2) THE CONDITION, STRUCTURAL INTEGRITY, OPERABILITY,
MAINTENANCE OR REPAIR OF ANY BUILDINGS, EQUIPMENT, FURNITURE,
FURNISHINGS OR IMPROVEMENTS, (3) THE PRESENCE OF ANY HAZARDOUS OR
TOXIC MATERIALS OR SUBSTANCES, (4) THE COMPLIANCE OF THE PROPERTY
WITH, OR VIOLATION OF, ANY LAW, STATUTE, ORDINANCE, RULE OR
REGULATION OF ANY GOVERNMENTAL ENTITY, INCLUDING WITHOUT
LIMITATION APPLICABLE ENVIRONMENTAL LAWS, ZONING ORDINANCES, AND
BUILDING AND HEALTH CODES, OR (5) ANY OTHER MATTER OR THING
AFFECTING OR RELATED TO THE PROPERTY.

Purchaser acknowledges and agrees that the provisions of this Section 26 are a material factor in
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Seller' acceptance of the Purchase Price and that Seller would be unwilling to sell the Property
unless Seller and the other Seller Parties are expressly released in accordance with the foregoing
provisions of this Section 26. The provisions of this Section 26 shall survive Closing or any
termination of this Agreement.

    27. Escrow Agreement. Lawyers Title Insurance Corporation (“Escrowee”) agrees to hold
the Deposit in escrow and disburse it pursuant to the terms and conditions of this Section 27.
Escrowee shall, immediately upon receipt of the Deposit, deposit same in an interest bearing,
money market type escrow account with a federally insured bank or savings and loan
association. All interest which shall accrue on the Deposit shall be credited against the Purchase
Price, if Closing occurs, and if Closing does not occur, shall be paid to whichever party
hereunder is entitled to receive the Deposit. Escrowee shall pay such interest to such party
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contemporaneously with Escrowee' payment of the Deposit. Seller and Purchaser agree that
Escrowee is an escrow holder only and is merely responsible for the safekeeping of the Deposit
and interest and shall not be required to determine questions of fact or law. If Escrowee shall
receive notice of a dispute as to the disposition of the Deposit or the interest, then Escrowee shall
not distribute the Deposit or interest except in accordance with written instructions signed by
both Purchaser and Seller. Pending resolution of any such dispute, Escrowee is authorized to
pay the Deposit and interest into court. If Escrowee pays the Deposit and interest into court, it
shall be discharged from all further obligations hereunder.

In the event that the Escrowee receives conflicting instructions from the parties or determines in
good faith that a bonafide dispute exists as to whether the Escrowee is obligated to deliver the
Deposit, or as to whom said Deposit is to be delivered, the Escrowee, at its option, (a) may refuse
to comply with any claims or demands on it and continue to hold the Deposit until (I) the
Escrowee receives written notice signed by the Seller and the Purchaser directing the release and

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delivery of the Deposit, in which event the Escrowee shall then release and deliver the Deposit in
accordance with said direction, or (ii) the Escrowee receives a certified copy of a final non-
appealable judgment of a court of competent jurisdiction directing the release and delivery of the
Deposit, in which event the Escrowee shall then release and deliver the Deposit in accordance
with said direction, or (b) may deliver the Deposit to the Clerk of the Superior Court of the State
of New York, for the County of New York, or (c) may take such affirmative steps as the
Escrowee may elect in order to substitute another impartial party reasonably satisfactory to the
Seller and the Purchaser (whose consents to such substitution shall not be unreasonably
withheld), to hold the Deposit, including, without limitation, the deposit thereof in a court of
competent jurisdiction and the commencement of an action for interpleader, the costs thereof to
be the joint and several obligation of the Seller and the Purchaser (but, as between the Seller and
the Purchaser, such costs shall be borne by whichever of the Seller or the Purchaser is the losing
party, or in accordance with any mutual agreement of the Seller and the Purchaser if neither
party is the losing party).

The Escrowee is acting as a stakeholder only with respect to the Deposit. It is agreed that the
duties of the Escrowee are only as herein specifically provided, and are purely ministerial in
nature, and that the Escrowee shall incur no liability whatsoever except for the willful
misconduct or gross negligence. The Seller and Purchaser each release the Escrowee from any
act done or omitted to be done by the Escrowee in good faith in the performance of its duties
hereunder. The Seller and the Purchaser shall jointly and severally indemnify, defend (with
counsel acceptable to the Escrowee) and save harmless the Escrowee from and against all loss,
cost, claim, liability, damage and expense, including reasonable attorneys’ fees and
disbursements incurred in connection with the performance of the Escrowee’s duties hereunder,
except with respect to actions or omissions taken or suffered by the Escrowee in bad faith, in
willful disregard of its obligation herein specified, or involving gross negligence on the part of
the Escrowee (the “Indemnified Matters”) (but, as between the Seller and the Purchaser, the cost
of such Indemnified Matters shall be shared equally, except to the extent that such Indemnified
Matters are attributable to the breach by the Seller or the Purchaser of this Agreement, in which
event the cost shall be borne by whichever of the Seller or the Purchaser is the breaching party.
The parties agree that the Escrowee has no liability in connection with the Deposit in the event of
failure or insolvency of the financial institution in which the Deposit is deposited.

All notices, demands, offers, elections or other communications required or permitted to be given
to Escrowee hereunder shall be in writing and shall be personally delivered by express mail or by
reputable overnight courier which delivers only upon receipt of addresses, and addressed to the
party at its address set forth below by either of the aforesaid methods, or by registered or
certified mail, postage prepaid, with a return receipt requested, to Lawyers Title Insurance
Corporation, 140 East 45th Street, New York, NY 10017, Attention: Mark Baillie, Esq.

Escrowee hereunder may resign at any time giving ten (10) business days prior written notice to
that effect to each of the Seller and Purchaser. In such event, the successor Escrowee shall be
selected by the Purchaser and approved by Seller, such approval not to be unreasonably withheld
or delayed. Escrowee shall then deliver to successor Escrowee the Deposit, to be held by
successor Escrowee pursuant to the terms of this Agreement. Escrowee shall be entitled to


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approve (not to be unreasonably withheld or delayed) any and all counsel who may be retained to
defend or prosecute any action on behalf of Escrowee under or arising out of this Agreement.

28.Wachovia’s Right of First Offer. Purchaser acknowledges Seller’s disclosure that this
Agreement is subject to the rights of Wachovia Bank, National Association (“Wachovia”) under
the Lease dated September 22, 2004 between First States Investors 3300, LLC and Wachovia as
assigned to Seller pursuant to that certain Lease Assignment and Assumption Agreement dated
March 25, 2008 (the “Wachovia Lease”). Purchaser also acknowledges and agrees that Seller’s
obligation to convey the Property to Purchaser in accordance with the terms and conditions of
this Agreement, and Purchaser’s right to purchase and take the Property, are expressly subject to
the existing Right of First Offer in favor of Wachovia pursuant to the Wachovia Lease (the
“Wachovia Right of First Offer”). Notwithstanding anything to the contrary in this Agreement,
in the event Wachovia elects to exercise the Wachovia Right of First Offer in accordance with
the Wachovia Lease with respect to the Property, this Agreement shall automatically terminate.
Upon such termination, Seller shall promptly pay to Purchaser $15,000.00 as a reimbursement
for their time expended on investigating the proposed transaction and expenses incurred by
Purchaser in conducting its inspections of the Property.


[WACHOVIA BANK DEMISING WORK, IF APPLICABLE:]
28(A). Demising Work. Prior to Closing, Seller, at Seller’s cost and expense, shall complete
certain demising work (“Demising Work”) at the Property, as more particularly described on the
plans attached hereto as Exhibit D. Seller shall cause the Demising Work to be completed in a
good and workmanlike manner, and in compliance with Seller’s agreement with Wachovia and
with all governmental requirements, including without limitation, any applicable permitting
requirements of the municipality or township in which the Property is located. In the event the
Demising Work is not completed prior to Closing, Seller and Purchaser agree to enter into an
Access Agreement in the form attached hereto as Exhibit D. The terms of this Section 29 shall
survive Closing.




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         IN WITNESS WHEREOF, the parties have executed this Agreement the date and year
first above written.

Witness:                                                                SELLER:

                                                                        AMERICAN FINANCIAL TRS, INC.
______________________________

                                                                        By: _____________________________
______________________________                                                Name:
                                                                              Title: Vice President



Witness:                                                                PURCHASER:


_____________________________                                           By: ______________________________
                                                                        Name:
                                                                        Title:
_____________________________

WITH THE JOINDER OF First States Investors 3300, LLC for the sole purpose of conveying legal title
to the Property to Purchaser by Deed as contemplated in Section 4 of this Agreement.

Witness:                                                                First States Investors 3300, LLC,
                                                                        a Delaware limited liability company
______________________________

                                                                        By: _____________________________
                                                                              Name:
                                                                              Title: Vice President

WITH THE JOINDER OF Lawyers Title Insurance Corporation for the sole purpose of acknowledging
and agreeing to the terms and conditions of Section 27 of this Agreement.

Witness:                                                                ESCROWEE:


_______________________________                                         LAWYERS TITLE INSURANCE
                                                                        CORPORATION

                                                                        By:       ______________________________
_______________________________                                                   Name:
                                                                                  Title:


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                                                           Exhibit A

                                                      Legal Description




                                                                 13
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                                                            Exhibit B

                                                    Permitted Exceptions

1.        Current real estate taxes which are not yet due and payable.
2.        Such facts or conditions that an inspection or accurate survey would disclose.
3.        Restrictions and other matters appearing on the plat or otherwise common to the
          subdivision.
4.        Existing zoning laws, ordinances and regulations and other laws, ordinances and
          regulations respecting the Property, and any violations thereof.
5.        Assessments for improvements begun or completed after the date of this Agreement.
6.        All easements, restrictions and agreements of record provided that such easements,
          restrictions and agreements do not prohibit the current use of the Property.
7.        Outstanding oil, gas and mineral rights of record without right of entry.
8.        The other exceptions to title set forth of record.




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                                                           Exhibit C

                                                              Leases

Lease dated September 22, 2004 with Wachovia Bank, N.A., as Tenant




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                                                           Exhibit D

                                                 ACCESS AGREEMENT

      This ACCESS AGREEMENT (the “Agreement”) is entered into as of the ______ day of
October, 2008, by and between AMERICAN FINANCIAL TRS, INC. (“SELLER”), and
_____________________, a _________________ (“PURCHASER”) (SELLER and
PURCHASER are collectively referred to as the “PARTIES”).

                                                      BACKGROUND

      A.     SELLER conveyed the property and improvements located at
200 West Main Street, Perry, Florida (the “Property”) to Purchaser on or about _______, 2008;

       B.    Wachovia Bank, National Association (“Wachovia”) is a tenant in a portion of the
Property   pursuant     to    a   Lease    dated    as     of    September      22,     2004
(the “Wachovia Lease”), which Wachovia Lease has been assigned to PURCHASER;

       C.      Pursuant to the terms of the Wachovia Lease, Seller and Wachovia have certain
construction obligations to demise a portion of the Property from the Wachovia Lease premises
(the “Demising Work”); and

       D.     PURCHASER has agreed to allow SELLER to complete the Demising Work
under the terms and conditions of this Agreement.

                                                       AGREEMENT

       NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, SELLER and PURCHASER agree as follows:

1. PURCHASER hereby grants to SELLER a revocable license to permit SELLER and its
   contractors and agents to enter the Property and perform the Demising Work in accordance
   with the Scope of Demising Work attached hereto as Exhibit A. The Demising Work shall
   be undertaken and conducted at SELLER’s sole cost and expense by SELLER and its
   contractors and agents in accordance with this Agreement and SELLER’s agreement with
   Wachovia, and in accordance with all applicable laws, regulations and ordinances. SELLER
   shall be entitled to retain any and all funds paid or to be paid by Wachovia to SELLER for
   completion of the Demising Work.

2. SELLER hereby agrees to perform the Demising Work on the Property during normal
   business hours on weekdays in a reasonable manner that does not unreasonably interfere with
                  s
   PURCHASER' activities on or use of the Property. SELLER reserves the right to accelerate
   completion of the Demising Work by scheduling some or all of the Demising Work on
   Saturday, Sunday or a State or Federal holiday (collectively, a “Non-Business Day”). If
   SELLER elects to have some of the Demising Work performed on a Non-Business Day,


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     Seller shall provide not less than twenty-four (24) hours prior notice to PURCHASER that
     such work will occur on a Non-Business Day.

3. SELLER shall be responsible for obtaining any permits, authorizations or approvals required
   by law to conduct the Demising Work. Upon PURCHASER’s written request, SELLER
   shall provide copies of any such permits, authorizations or approvals to PURCHASER.

4. SELLER agrees that upon completion of the Demising Work all construction materials and
   debris used or resulting from the Demising Work shall be removed from the Property by
   SELLER in accordance with all applicable laws, regulations and ordinances.

5. SELLER hereby agrees that it shall cause to be provided to PURCHASER, ACCORD-28 (or
   equivalent) certificates of insurance reasonably satisfactory to PURCHASER evidencing that
              s
   SELLER ' agents and contractors have general liability and worker’s compensation
   insurance in full force and effect and naming PURCHASER as an additional insured under
   such insurance policies.

6. SELLER hereby agrees to indemnify, defend and hold harmless PURCHASER from and
   against any and all claims, damages, losses or costs, including without limitation reasonable
   counsel and consultant’s fees, arising out of or resulting from the acts or omissions of
   SELLER or its agents or contractors while conducting the Demising Work, or SELLER’s
   breach of this Agreement; provided, however, that SELLER shall not be liable for, and the
   foregoing indemnity shall not apply to, any damage or injury caused by or resulting from the
   negligence or willful misconduct of PURCHASER or its agents or contractors.

7. No action or proceeding brought or instituted under this Agreement and no recovery made as
   a result thereof shall be a bar or defense to any further action or proceeding under this
   Agreement.

8. This Agreement and the provisions herein shall be interpreted, construed, and enforced in
   accordance with the laws of the State where the Property is located.

9. Except as otherwise set forth in this Agreement, all notices that are required under this
   Agreement shall be in writing and shall be sufficient if sent by registered or certified mail, or
   a nationally recognized overnight delivery service. Any notices shall be deemed given upon
   the earlier of the date when received at, or the third day after the date when sent by registered
   or certified mail or the day after the date when sent by overnight delivery service, to the
   address set forth below, unless such address is changed by notice to the other party. Notices
   given by counsel for either PARTY shall be deemed effective as if given by such PARTY.

      If to SELLER:

      AMERICAN FINANCIAL TRS, INC.
      c/o Gramercy Capital Corp.
      420 Lexington Avenue, 19th Floor
      New York, New York 10170
      Attention: Allan Rothschild
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      allan.rothschild@gkk.com

      With a required copy to:

      c/o Gramercy Capital Corp.
      420 Lexington Avenue
      19th Floor
      New York, NY 10170
      Attention: Office of the General Counsel
      edward.matey@gkk.com

      If to PURCHASER:




10. This Agreement shall terminate upon completion of the Demising Work.

11. Signatures to this Agreement transmitted by facsimile or telecopy shall be binding on the
    party transmitting such signatures and such party shall not use as a defense against the
    enforceability of this Agreement the fact that such signature is not original. This Agreement
    may be signed in counterparts, all of which, when taken together, shall constitute a single and
    enforceable agreement.




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IN WITNESS WHEREOF, the PARTIES have executed this Agreement on the date first above
written.

SELLER:

AMERICAN FINANCIAL TRS, INC.,
a Delaware corporation


By:
          __________________
          Vice President


PURCHASER:

________________________
a ______________________


By: _____________________
       Name:
       Title:




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                                                          EXHIBIT A


                                                                N/A




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