AGREEMENT OF SALE

Exhibit 10.9

AGREEMENT OF SALE

BY AND BETWEEN

MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED
LIABILITY COMPANY

as Seller,

AND

HINES REIT PROPERTIES, L.P.

as Buyer.

TABLE OF CONTENTS

AGREEMENT OF SALE

     AGREEMENT ( this “Agreement” ) made this ___ day of October, 2005 by and between MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY (“Seller”), a Delaware limited liability company, having an office c/o GE Asset Management Incorporated, 3003 Summer Street, Stamford, Connecticut 06905, and HINES REIT PROPERTIES, L.P. (“Buyer” ), a Delaware limited partnership, having an office at 70 West Madison Street, Suite 440, Chicago, Illinois 60602.

WITNESSETH:

      1.  Sale and Purchase. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, all of the following (hereinafter referred to individually as the “Property” and collectively, the “Properties” ):

          (a)  Real Property . Those certain lots or parcels of real property located in the City of Miami, County of Miami-Dade, and State of Florida and commonly known as the Miami Airport Corporate Center, Miami, Florida, which are more particularly described on Exhibit “A” hereto, (the “Land” ) and the buildings and improvements, if any, situate on each such parcel (collectively, the “Improvements” ) as well as any and all rights, title and interest of Seller (if any) in and to adjacent streets and rights-of-way, easements, appurtenances, strips, gores, zoning, development rights, and other general intangibles to the extent relating to the Land and Improvements (together with the Land and other Improvements, collectively, the “Premises” );

          (b)  Personal Property. The fixtures, furnishings, equipment, inventory, appliances and other items of tangible and intangible personal property, if any, owned by Seller and located on, and used in connection with the operation of the Premises, including, without limitation the items, if any, listed on Exhibit “B” hereto (collectively, the “Personal Property” ), but specifically excluding any such fixtures, furnishings, equipment, inventory, appliances and other items of tangible and intangible personal property owned or belonging to any Tenants at the Properties. No portion of the Purchase Price is being allocated to the Personal Property and no separate consideration is to be paid on account of the same;

          (c)  Leases. All of Seller’s right, title and interest in, to and under all the Existing Leases (as hereinafter defined), which are then in effect on the Closing Date, together with any guaranties thereof and any unapplied security deposited by the tenants thereunder;

          (d)  Service Contracts. To the extent transferable, all of Seller’s right, title and interest in, to and under the service, maintenance, supply and other contracts to the extent relating to the operation, maintenance and construction of the Properties (collectively, together with any amendments or modifications thereto, the “Contracts” ); and

          (e)  Related Materials. To the extent transferable and in the possession of Seller or “Seller’s Property Manager” (as hereinafter defined), relating solely to the Properties and not related solely to Seller’s business separate and apart from its ownership of the Properties, all other licenses, permits guaranties, warranties, certificates of occupancy, architectural,

mechanical, electrical and structural plans, studies, drawings, specifications, surveys, renderings, books and records (exclusive of “Excluded Documents” , as such term is defined in Paragraph 19(a)), telephone numbers and telephone exchanges, websites, trade names, marks, logos, copyrights, and any appurtenant registrations, filings or goodwill, to the extent used by Seller in connection with the operation and identification of the Properties, including the name “Miami Airport Corporate Center”, if any, which relate to the Properties. As used herein, “Seller’s Property Manager” shall mean CB Richard Ellis.

      2.  Purchase Price. The purchase price to be paid by Buyer to Seller for the Premises and the Personal Property is the sum of One Hundred Fifty Seven Million One Hundred Thousand Dollars ($157,100,000) (the “Purchase Price” ), adjusted in accordance with Section 6 hereof. The Purchase Price shall be paid as follows:

          (a)  Deposit. The sum of Five Million Dollars ($5,000,000.00) (the “Deposit” ) shall be deposited with First American Title Insurance Company (the “Escrowee” ) within one (1) business day of the execution of this Agreement by Buyer and Seller and delivery of a fully-executed counterpart to each (the “Effective Date” ). The Escrowee shall, pending consummation of this transaction, hold the Deposit in escrow in an interest bearing account in accordance with the terms and provisions of this Agreement. All interest earned on the Deposit shall be added to and made a part of the Deposit for all purposes hereof, shall be deemed income of Buyer. At Closing, the Deposit shall be paid to Seller and credited against the Purchase Price.

          (b) An amount equal to the unpaid outstanding principal balance as of the Closing Date of the Existing Loan (as hereinafter defined), to be paid by Buyer’s assumption of the Existing Loan and taking title to the Premises subject to the Existing Loan Documents (as hereinafter defined) (such amount being herein called the “Loan Balance” ).

          (c)  Closing Payment. At Closing, Buyer shall pay the balance of the Purchase Price, adjusted as hereinafter provided, to Seller, either directly or, if the Closing occurs in escrow with the Title Company, through the Title Company, by wire transfer of immediate federal funds, to accounts specified by Seller at a bank designated by Seller.

      3.  Closing

          (a) The closing of the transfers contemplated hereby (the “Closing” ) shall be held and completed on or before the date (herein, the “Scheduled Closing Date” ) which is the later to occur of: (i) ten (10) days after the expiration of the Inspection Period, or (ii) ten (10) days after receipt of the Assumption Approval (as hereinafter defined) in accordance with Paragraph 29 of this Agreement. The Closing shall occur through an escrow with the Title Company or in another mutually agreeable manner and location. The date on which the Closing shall actually occur shall be referred to herein as the “Closing Date” .

          (b)  Designation of Reporting Person. In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and any related reporting requirements of the Code, the parties agree as follows:

                    The Escrowee is designated as the person to be responsible for all information reporting under Section 6045(e) of the Code.

               (i)  Seller and Buyer shall:

          (c) The Closing shall be contingent upon the closing of title of each of the Properties which comprise the Premises. Buyer’s wrongful failure to purchase, and Seller’s wrongful failure to sell, each and every one of the Properties shall constitute a default hereunder.

      4.  Condition of Title .

          (a)  Title to Premises. Fee simple title to the Premises shall be conveyed by Seller to Buyer at Closing by the Deed, as hereinafter defined, subject only to the Permitted Encumbrances. Seller’s interest in the Personal Property shall be conveyed by Seller to Buyer at Closing by the Bill of Sale, as hereinafter defined. Title to the Premises shall be such as will be insured by First American Title Insurance Company (the “ Title Company ”), as provided herein pursuant to the standard stipulations and conditions of the most current standard ALTA form of Owner’s Title Insurance Policy in use in the State of Florida, as modified as provided herein, free and clear of all liens and encumbrances, except for the Permitted Encumbrances. The term “Permitted Encumbrances” shall mean: (u) all instruments securing the Existing Loan; (v) the “Existing Leases” (as such term is defined below) in effect as of the Closing Date; (w) the matters affecting the Premises as set forth on Exhibit “C-1” attached hereto; (x) any additional matters set forth in the FATIC Title Commitment (as such term is defined below) and/or reflected on any Survey Plan (as such term is defined below) as to which Buyer does not timely object in accordance with this Paragraph 4, (y) any matters reflected on any update of the FATIC Title Commitment as to which Buyer does not timely object in accordance with this Paragraph 4; and (z) any matters pertaining to the organization or authority of the Buyer or created by, through, under, at the instance or with the consent of the Buyer. Title to the Personal Property, if any, shall also be subject to the Permitted Encumbrances, to the extent applicable.

     (b)  Survey. Within five (5) days of the Effective Date, Buyer will order, at its sole cost and expense, a physical survey or survey update (herein, each, a “Survey Plan” ), from a licensed surveyor, of the Premises, to be certified to Seller, Buyer, Lender, and the Title Company and sufficient to permit the Title Company to omit an exception to title for items

shown on current surveys of the Premises, except as shown on the Survey Plans. Nothing contained in this Agreement, including the provisions of Paragraph 1(a), shall constitute any warranty, representation or agreement by Seller as to the location of separate lots in, or acreage of, the Premises.

          (c)  Title Defects.

               (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Company with respect to the Premises (the “FATIC Title Commitment” ). At or before the Closing, Seller shall provide the Title Company with (A) affidavits or other instruments sufficient to satisfy those requirements referenced on Schedule B-I of the FATIC Title Commitment as item 3 (but only with respect to contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of Commencement with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement) and item 6 and (B) an Affidavit of Title sufficient to (x) limit exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the rights or claims of parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to any such lien rights available to contractors engaged by Seller (exclusive of lien rights available to contractors with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or agreed to in writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be omitted or removed from any title commitment or any title insurance policy to be issued in connection with the sale of the Premises; provided, Seller’s failure to remove any matter that is not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this Paragraph 4.

               (ii) Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the FATIC Title Commitment and any matter reflected on a Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice” ) by the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in any Title Notice, except for the monetary liens referred to in subparagraph (e) of this Paragraph 4 that are to be paid by Seller at or before Closing or as provided in subparagraph (i) above. Upon Buyer’s failure to timely object, any encumbrance or other title exception or matter reflected on the FATIC Title Commitment or Survey Plans, and any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, at its sole option, upon written notice given to Buyer within ten (10) days of receipt of Buyer’s Title Notice, (A) of either (X) agreeing to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (Y) providing the Title Company such assurances as the Title Company requires to insure Buyer against any loss arising from such encumbrance or other title exception or matter, provided Buyer reasonably approves insuring over any title exception, or (B) subject to subparagraph (e) of this Paragraph 4, elect to do neither (X) nor (Y), in which event Buyer shall have the rights set forth in

subparagraph (e) of this Paragraph 4. Failure by Seller to deliver such notice shall be deemed an election under subparagraph (B) above.

          (d)  Reliance on Title Policy. Buyer acknowledges that Seller makes no representation whether or not the Title Company will issue a title insurance policy on the Closing Date in any particular form or whether or not the Title Company will raise any additional exceptions to title at any time, omit any exceptions to title or issue any endorsements to the title insurance policy to be issued at the Closing, regardless of any information contained in the Title Commitment or disseminated between the date hereof and the Closing. Notwithstanding that the FATIC Title Commitment is attached to this Agreement, Buyer, at its sole cost and expense, shall pay at the Closing all premiums, charges and disbursements required by the Title Company for issuance of the title insurance policies and issuance of any endorsements Buyer may request. Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Premises and any liens or other encumbrances affecting the Premises, Buyer acknowledges and agrees that if Buyer has a claim under its title insurance policy and the subject matter of that claim also constitutes a breach of any warranty made by Seller in this Agreement or the Deed, Buyer agrees that it will look first to its title insurance policy for recovery on such claim, and Buyer shall not assert any claim against Seller for a breach of a representation, warranty or covenant with respect to such claim unless and until Buyer has pursued its remedies against the Title Company to final judgment and has not been made whole. The provisions of this subparagraph (d) shall survive Closing and delivery of the Deed.

          (e)  Failure of Title. If on or before the Closing Date title to the Premises is not insurable as set forth in the third sentence of subparagraph (a) above and Seller does not elect to cure same as provided in subparagraph (c)(ii) above, Buyer shall elect, as its sole right and remedy by reason thereof, within five (5) business days after receipt of Seller’s notice in accordance with the penultimate sentence of subparagraph (c)(ii) above, either (i) to take such title to the Premises as Seller can convey, with no abatement or reduction of the Purchase Price (except as set forth below) or (ii) upon written demand by Buyer to Seller and Escrowee, to terminate this Agreement and receive the return of the Deposit. Notwithstanding the foregoing provisions of this Paragraph 4, (A) Buyer agrees to accept title to the Premises and Personal Property subject to judgments against Seller and/or monetary liens if the Title Company insures Buyer against any loss by reason of such judgments and/or liens and (B) Seller shall be obligated to cause the removal of, or indemnify the Title Company against loss by reason thereof to permit the Title Company to insure Buyer against loss by reason of, any monetary lien or judgment for a liquidated sum filed against the Premises prior to Closing, other than the liens created due to any act or omission of the Buyer or any liens referred to in Paragraph 19(b), provided such monetary lien or judgment, when aggregated with other monetary liens or judgments for liquidated sums filed against the Premises prior to Closing, do not exceed $500,000.00. If there exist monetary liens or judgments for liquidated sums filed against the Premises in excess of $500,000 and Seller, in its sole discretion, does not elect to cause the removal of, or cause the Title Company to insure Buyer against loss by reason of, such monetary liens or judgments in excess of $500,000, then Buyer may elect, as its sole right and remedy within five (5) business days of Seller’s notice in accordance with the penultimate sentence of paragraph (c) above either (i) to take such title to the Premises as Seller can convey, with an abatement or reduction of the Purchase Price equal to the positive difference between $500,000 minus the aggregate amount of

          all monetary liens or judgments which Seller has either removed or caused the Title Company to insure Buyer against loss by reason thereof or (ii) upon written demand by Buyer to Seller and Escrowee, to terminate this Agreement and receive a return of the Deposit. Upon the return of the Deposit, this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for the indemnity obligations of Buyer to Seller as set forth in this Agreement, which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller.

          (f) If any supplemental title report or update issued subsequent to the date of the FATIC Title Commitment contains exceptions ( “New Exceptions” ) other than those in the FATIC Title Commitment, Buyer will be entitled to object to the New Exceptions by delivery of a notice of objections with respect to the New Exceptions to Seller on or before the date that is five (5) business days following Buyer’s receipt of such supplement or update and Buyer shall have the right to extend the date of Closing to the extent such receipt is within five (5) business days of the original date of Closing. Seller will have not less than five (5) days from the receipt of Buyer’s notice (and, if necessary, Seller may extend the date of Closing to provide for such five (5) day period), within which time Seller may, but is under no obligation to remove the objectionable New Exceptions, unless such New Exceptions fall within subparagraph (e) of this Paragraph 4. If, within the five (5) day period, Seller does not cure as provided herein the objectionable New Exceptions, then Buyer may terminate this Agreement upon notice to Seller no later than five (5) business days following expiration of the five (5) day cure period. If Buyer terminates this Agreement, the Deposit will be promptly returned to Buyer, whereupon this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for indemnity obligations of Buyer to Seller as set forth in this Agreement, which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller. If Buyer fails to terminate this Agreement in the manner set forth above, the New Exceptions (except those Seller has removed or is obligated by subparagraph (e) of this Paragraph 4 to cure) will be included as Permitted Encumbrances.

      5.  Assignment of Existing Leases and Existing Agreements.

          (a)  Existing Leases. At Closing, pursuant to the Assignment and Assumption of Leases in the form annexed hereto as Exhibit “F” , Seller shall assign to Buyer the Existing Leases. During the period from the Effective Date through and including the last day of the Inspection Period, Seller shall have the right, upon notice to Buyer but without Buyer’s consent or approval, to enter into new leases for portions of the Premises which may become vacant, or enter into any amendments of any Existing Leases or consent to any renewals, extensions or expansions of Existing Leases. During the period from and including the day immediately following the expiration of the Inspection Period through Closing (or earlier termination of this Agreement or default by Buyer hereunder), Seller shall not enter into new leases for portions of the Premises now vacant or for portions of the Premises which may become vacant, or enter into any amendments of any Existing Leases or consent to any renewals, extensions or expansions of Existing Leases (other than those to which the tenant is entitled pursuant to the terms of the Existing Lease) without first submitting a copy of such proposed lease or lease amendment (including any renewal, extension or expansion as to which the lessor’s consent is required) to Buyer for Buyer’s approval, which may not be unreasonably withheld or

delayed. If Buyer does not disapprove in writing such proposed lease or amendment (or renewal, extension or expansion agreement) within five (5) business days of Buyer’s receipt of a copy thereof, Buyer shall be deemed to have approved the proposed lease or amendment (or renewal, extension or expansion agreement). All (i) new leases and all modifications executed during the period from and including the Effective Date through and including the last day of the Inspection Period, (ii) new leases and all modifications executed during the period from and including the day immediately following the expiration of the Inspection Period through Closing and approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed approved by Buyer or as to which the lessor’s consent is not required), and (iii) presently existing leases that are listed on Exhibit “D” hereto, together with all amendments and modifications thereto entered into in accordance with the terms of this Agreement, are collectively herein called the “Existing Leases” . The termination of any of the Existing Leases prior to Closing by reason of the expiration of its term or the default of the tenant thereunder shall not excuse Buyer from its obligation to complete Closing and to pay the full Purchase Price

          (b)  American Standard Lease The parties acknowledge that the Existing Lease with American Standard, Inc. is to be terminated. Notwithstanding anything contained in this Agreement, Seller may enter into a termination agreement with such tenant with respect to such Existing Lease on terms acceptable to Seller. All payments to be made by such tenant in connection with such termination will, to the extent retained by Seller, be credited against the cash portion of the Purchase Price payable by Buyer at Closing. To the extent all or part of such payment is retained by the Lender in escrow, such amount so held shall be held for the benefit of Buyer following Closing and, notwithstanding the provisions of Paragraph 6(e), Seller shall not be entitled to be reimbursed at Closing by Buyer for such amount.

          (c)  Existing Agreements. At Closing, pursuant to the General Assignment and Assumption Agreement in the form annexed as Exhibit “F-1” , Seller shall assign to Buyer, to the extent assignable, all of Seller’s right, title and interest in, to and under the Contracts, including, without limitation those listed on Exhibit “E” hereto (together with any other agreements entered into in accordance with this subparagraph (c), hereinafter collectively called the “Existing Agreements” ). During the period from the Effective Date through Closing (or earlier termination of this Agreement or default by Buyer hereunder), Seller shall not have the right to enter into new Contracts or modify any existing Contracts in any material respect without Buyer’s prior written approval, which may not be unreasonably withheld or delayed and shall be deemed given if Buyer does not disapprove within five (5) business days of a request for approval; provided, however, that Buyer’s approval shall not be required for any such new agreement that shall be terminable, without penalty or premium, on not more than thirty (30) days’ notice. The termination of any of the Existing Agreements prior to Closing by reason of the expiration of its term or by reason of a default thereunder shall not excuse Buyer from its obligation to complete Closing and to pay the full Purchase Price. The Seller shall terminate the management agreement between Seller and Seller’s Property Manger and the leasing brokerage agreement between Seller and Seller’s Property Manager as of the Closing Date. The forgoing termination of the leasing agreement with Seller’s Property Manager will not, however, terminate the right of Seller’s Property Manager to commissions in connection with Existing Leases entered into after the Effective Date and prior to Closing and renewals, extension or expansions exercised after the Effective Date and prior to Closing as contemplated by such agreement.

      6.  Apportionments .

          (a) (i) General . Real estate taxes for the real estate tax year in which the Closing occurs and annual municipal or special district assessments (on the basis of the actual fiscal tax years for which such taxes are assessed), lienable water and sewer rentals, sums paid to or paid or payable by Seller under the Existing Agreements, license, permit and inspection fees and rentals, sales tax and other sums paid to and received by Seller under the Existing Leases shall be apportioned as of the Closing Date. All apportionments and pro rations provided for in this Paragraph 6 to be made as of the Closing Date shall be made, on a per diem basis, as of 12:01 a.m. on the Closing Date, with the effect that the Closing Date shall be a date of income and expense to Buyer.

               (ii)  Rent . Rent, including, without limitation, fixed rent, prepaid rent, additional rent and percentage rent, if applicable, and expenses shall be apportioned as of the Closing Date. Rent which is due and payable as of the Closing Date, but which has not then been collected, shall not be apportioned at Closing. With respect to any rent arrearages arising under the Existing Leases for the period prior to the Closing Date, Buyer shall pay to Seller any rent or payment actually collected after Closing as provided in the following sentence. All rent under the Existing Leases collected by Buyer after Closing shall be applied first to the rent for the month in which the Closing shall occur, then to rent accruing after the month in which the Closing shall occur and then to rent accruing prior to the month in which the Closing shall occur. During the twelve (12) month period following Closing, Buyer shall use good faith commercially reasonable efforts to recover any rent (or other tenant charge) arrearages in respect of the period prior to the Closing Date, provided that Buyer shall not be required to threaten eviction, litigation or termination of the lease, incur any material cost or commence any legal proceeding in connection therewith. Buyer shall indicate all rent arrearages applicable to periods prior to the Closing Date on Buyer’s rent invoices to each tenant and shall not compromise or settle any such rent arrearages without Seller’s prior written consent. Seller (upon notification to Buyer) shall be entitled to sue a tenant, before and/or after Closing (provided however with respect to any period after Closing, Seller shall not commence any such suit for a period of six (6) months after the Closing Date), for any delinquent rent (or other tenant charges) due to Seller (and not previously paid to Seller) under an Existing Lease, so long as such suit does not seek a termination of such Existing Lease or eviction of such tenant.

               (iii)  Leasing Costs . Subject to subparagraph (d) of this Paragraph 6, Seller shall pay all leasing commissions, tenant improvement costs, moving costs and design costs incurred by the tenant, and payable by the landlord (together, “tenant costs” ) in connection with the initial term of Existing Leases (and renewals, extensions or expansions thereof) entered into (or, in the case of renewals, extensions and expansions, exercised) prior to the date hereof. Without limiting the foregoing, Seller shall pay or, at Seller’s option, provide Buyer with a credit at Closing equal to the then unpaid amount of, the leasing commissions and tenant costs set forth on Exhibit “G” . All leasing commissions and tenant costs with respect to Existing Leases (and renewals, extensions or expansions thereof) entered into (or, in the case of renewals, extensions and expansions, exercised) on or after the date hereof shall be the responsibility of and be paid by Buyer and Buyer shall indemnify, defend and hold Seller

harmless with respect thereto. Notwithstanding anything contained in this Agreement, Buyer will bear the economic burden of all free or reduced rent which any tenants under the Existing Leases are entitled to following the Closing Date.

               (iv)  Intentionally Omitted .

               (v)  Other Apportionments . Amounts payable under the Existing Agreements and other Premises operation and maintenance expenses and other recurring costs shall be apportioned as of the Closing Date.

               (vi)  Taxes and Assessments . Real estate taxes shall be apportioned on the Closing Date. If the tax bill for the real estate tax year in which the Closing occurs has not been issued on or before the date of the Closing, the apportionment of taxes shall be computed based upon the most recent tax bill available and shall assume payment at the maximum discounted tax amount. If, on the date of Closing, bills for the real estate taxes imposed upon the Premises for the real estate tax year in which Closing occurs have been issued and are due but shall not have been paid, such taxes shall be paid at the time of Closing. Seller expressly reserves the right to continue and conduct, at its sole cost and expense, any tax certiorari or reduction proceedings currently in effect and relating to the Premises in respect of the real estate tax year in which the Closing occurs and all prior real estate tax years. Buyer shall have the right to continue, settle or prosecute any tax certiorari or reduction proceedings relating to the Premises in respect of the real estate tax years after the year in which the Closing occurs. Seller shall have the sole right and discretion to compromise or settle any tax certiorari or reduction proceedings relating to the Premises in respect of the real estate tax year in which the Closing occurs, provided Seller obtains Buyer’s prior consent thereto, which consent shall not be unreasonably withheld, and all prior real estate tax years without Buyer’s consent. Buyer agrees to reasonably cooperate with Seller in all such proceedings. Real estate tax refunds for periods prior to the Closing, except to the extent any refund from such appeal must be credited to tenants under the Existing Leases, shall be the sole property of Seller. Real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Buyer, after deducting the reasonable expenses of collection thereof, subject to the rights of tenants with respect to such refunds. To the extent received by either Seller or Buyer, sums payable to the other hereunder shall be held by the party receiving such funds as a trust fund, and remitted to the party entitled thereto within five (5) business days of receipt.

               (vii)  Contract Arrearages . Any portion of any refunds, reimbursements or other payments received by Buyer after the date of Closing under any of the Existing Agreements that relates to periods prior to Closing shall be determined by Buyer upon receipt of such payment and shall immediately be paid by Buyer to Seller. Any prepaid amounts under any Existing Agreements to be assigned to Buyer which are received by Seller prior to the Closing Date that relates to periods after Closing also shall be prorated as of the Closing Date.

               (viii)  Reconciliation of Tenant Pass-Throughs . If the annual reconciliation of tenant pass-throughs for the 2005 calendar year results in there being amounts due and payable by the tenants under the Existing Leases, Buyer will collect such amounts and pay Seller’s share of same over to Seller promptly upon Buyer’s receipt. If such reconciliation

results in there being refunds due and payable to Tenants on account of the pass through of specifically designated expenses incurred during Seller’s period of ownership, Seller will pay to Buyer Seller’s share of the amount of any such documented pass-through of expenses promptly upon receipt of a written request therefor from Buyer, whereupon Buyer will promptly disburse the appropriate refunds to the Tenants. Seller and Buyer will each share in such payments received from or owed to Tenants in the proportion in which each bore the expenses for which such sums are received or owed, as applicable.

               (ix)  Accounting . From the Closing Date until such time as Seller shall have received in full all sums which are potentially payable to it as provided in this Paragraph 6(a), Buyer shall provide Seller a quarterly accounting of all sums received and/or paid by Buyer under any of the Existing Leases and Existing Agreements.

               (x)  Preliminary Closing Adjustment . Seller and Buyer shall jointly prepare a preliminary Closing Statement on the basis of the Existing Leases, Existing Agreements, Existing Loan, real estate taxes and other sources of income and expenses, taking into account all adjustments under this Paragraph 6, and shall deliver such preliminary Closing Statement to the Title Company on or prior to the Closing Date. The preliminary Closing Statement and the apportionments and/or pro rations reflected therein shall be based upon actual figures to the extent available. If any of the apportionments and/or pro rations cannot be calculated accurately based on actual figures on the Closing Date, then (other than with respect to determination of real estate taxes that shall be computed as set forth in Clause (vi) above) they shall be calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as hereinafter provided.

               (xi)  Post-Closing Reconciliation . If there is an error on the preliminary Closing Statement or, if after the actual figures are available as to any items that were estimated on the preliminary Closing Statement (including, without limitation, real estate taxes that were computed in accordance with Clause (vi) above), it is determined that any actual pro ration or apportionment varies from the amount thereof reflected on the preliminary Closing Statement, the pro ration or apportionment shall be adjusted based on the actual figures as soon as feasible. Either party owing the other party a sum of money based on such subsequent pro ration(s) shall promptly pay said sum to the other party. All prorations and reconciliations shall be final after the date which is eighteen (18) months following the Closing.

          (b) Tenant Security Deposits. After the expiration of the Inspection Period, Seller shall not apply any security deposits held (including drawing on any letter of credit posted as a security deposit) under Existing Leases in respect of defaults by tenants under the applicable Leases without Buyer’s consent, which consent shall not be unreasonably withheld. At Closing, Buyer shall receive a credit for all cash security deposits, and accrued interest payable to tenants, then held by or for Seller under the Existing Leases, as shown on Exhibit “O” hereto. Seller shall be entitled to retain any administrative fee to which Seller may be entitled with respect to the Security Deposits for periods prior to the Closing. In the event any Security Deposits shall have been deposited with Seller in a form other than cash ( e.g. letter of credit), Seller shall satisfy its obligations hereunder with respect to such Security Deposit by delivering to Buyer an assignment of such Security Deposit to Buyer with written instructions to the issuer of such r(s) to effect a transfer of any non-cash Security Deposits shall be paid by Seller. To the extent that

any security deposit (to be so transferred) which is comprised of a letter of credit is not transferable as of the Closing, Seller and Buyer shall cooperate with each other following the Closing so as to transfer the same to Buyer or to obtain a replacement letter of credit with respect thereto in favor of Buyer and, in either case, Buyer shall upon receipt thereof assume Seller’s obligations with respect to such security deposit pursuant to an assumption agreement reasonably acceptable to Seller and Buyer. Until any such letter of credit shall be transferred or replaced, from and after the Closing Seller shall hold the same for the benefit of Buyer and shall draw upon the same and deliver the proceeds to Buyer or return the same to the applicable tenant, in each case upon Buyer’s written request, provided that Seller is legally permitted to do so and same does not require Seller to make an untrue statement or representation, and Buyer shall indemnify and hold harmless Seller from and against any and all loss, cost, damage, liability or expense (including, without limitation, reasonable attorney’s fees, court costs and disbursements) incurred by Seller as a result of any such actions taken by Seller at Buyer’s request. Buyer will cause all security deposits to be maintained after Closing in accordance with the requirements of applicable law and shall indemnify and defend Seller and the Seller’s Property Manager from all claims of tenants with respect to the security deposits actually delivered to Buyer or for which Buyer received a credit at Closing to the extent provided in Exhibit “F” attached hereto.

          (c) Utility Readings. Seller shall use reasonable efforts to obtain readings of the water and electric meters on the Premises (other than meters measuring utility consumption for which any tenants are solely liable) to a date no sooner than five (5) days prior to the Closing Date. At or prior to Closing, Seller shall pay all charges based upon such meter readings. However, if after reasonable efforts Seller is unable to obtain readings of any meters prior to Closing, Closing shall be completed without such readings and upon the obtaining thereof after Closing, Seller shall pay the charges incurred prior to Closing as reasonably determined by Seller and Buyer based upon such readings.

          (d) Reimbursements. At Closing, Buyer shall reimburse Seller for all leasing commissions and tenant costs actually paid by Seller: (i) for leases (or modifications or amendments thereof) executed after the date hereof and prior to Closing (including those executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer under Section 5(a)), and (ii) as a result of any renewal, extension or expansion of Existing Leases exercised between the date hereof and the Closing Date (including those executed after the expiration of the Inspection Period and which are approved or deemed approved by Buyer or as to which the lessor’s consent is not required). Seller shall provide Buyer with invoices and evidence of payment of such costs. Buyer shall timely pay, after the Closing Date, and shall indemnify, defend and hold Seller harmless with respect to, all installments of leasing commissions payable to Seller’s Property Manager and any other broker and tenant costs which become due and payable after the Closing Date (x) for leases (or modifications or amendments thereof) executed after the date hereof (including those leases (or modifications or amendments thereof) executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer), and (y) as a result of any renewal, extension or expansion of Existing Leases exercised between the date hereof and the Closing Date (including any renewal, extension or expansion of Existing Leases exercised after the expiration of the Inspection Period which are approved or deemed approved by Buyer or as to which the lessor’s consent is not required). In addition, Buyer shall assume responsibility for and timely pay, after the Closing Date, and shall indemnify defend and

hold Seller harmless with respect to, all leasing commissions and tenant improvement costs set forth on Exhibit “G” for which and to the extent Buyer receives a credit at Closing.

          (e) Existing Loan Charges . Seller shall pay all monthly installments of principal and interest and other charges due and payable in respect of the Existing Loan (as hereinafter defined) prior to the Closing Date. Interest is payable under the Existing Loan in arrears. Buyer shall receive a credit for interest that is due but unpaid as of the Closing Date in respect of the Existing Loan. Seller shall receive a credit in the amount of all escrows, reserves and other amounts held by Lender (as hereinafter defined) in connection with the Existing Loan to the extent the same remain on deposit for the benefit of Buyer after Closing.

          (f) Survival. The provisions of this Paragraph 6 shall survive Closing and delivery of the Deed.

      7.  Closing Costs.

          (a) Buyer’s Costs. Buyer shall pay: (i) the costs of its counsel, architect, engineers and other professionals and consultants, (ii) any recording and filing fees (including the filing fee for the Deed, but not including documentary stamp taxes and surtaxes imposed by each of the State of Florida and Miami-Dade County, Florida upon the recording of the Deed), (iii) the costs of the FATIC Title Commitment, title insurance policies and any endorsements thereto to be issued at Closing; (iv) the cost of obtaining the Survey Plans, (v) any and all costs associated with the Assumption Approval including, without limitation, legal fees, assumption fees, documentary stamp taxes and intangible taxes imposed in connection with such assumption, all costs and expenses required to be paid by “Borrower” or any “Transferee” (each, as defined in the Existing Mortgage (as hereinafter defined)) pursuant to Section 8.3(a) of the Existing Mortgage, a copy of which is attached hereto as Exhibit “N” , and other costs and expenses of Seller and Lender in connection therewith, and (vi) any mortgage recording fees and documentary stamp taxes and intangible taxes imposed on any mortgage financing which Buyer may obtain in connection with its acquisition of the Properties.

          (b) Seller’s Costs. Seller shall pay: (i) the costs of its counsel and other professionals and consultants; (ii) the commissions, if any, to be paid by Seller to the “Disclosed Brokers” pursuant to Paragraph 20 hereof, (iii) all documentary stamp taxes and surtaxes imposed by each of the State of Florida and Miami — Dade County, Florida upon the recording of the Deed and (iv) all sales taxes attributable to rents collected by Seller under the Existing Leases prior to the Closing Date.

      8.  Municipal Improvements/Notices.

          (a) Assessments. Subject to subparagraph (a)(vi) of Paragraph 6 of this Agreement, Buyer shall pay all unpaid installments becoming due on or after the Closing Date in respect of assessments against the Premises or any part thereof for improvements or other work (including any fines, interest or penalties thereon due to the non payment thereof), and shall indemnify, defend and save Seller and the Seller’s Property Manager harmless from any claims therefor or any liability, loss, cost or expenses arising therefrom.

          (b) Survival. The provisions of this Paragraph 8 shall survive Closing and delivery of the Deed.

      9.  Seller’s Representations.

          (a) Seller hereby represents to Buyer, as of the date hereof, as follows:

               (i)  Organization. Seller and its managing member are limited liability companies, duly organized and validly existing under the laws of the State of Delaware, and each has all requisite limited liability company power and authority to carry on its business as now conducted.

               (ii)  Authorization. Seller has the limited liability company power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller has duly authorized the execution of this Agreement. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated by this Agreement will not: (i) conflict with or violate the organizational documents of Seller, (ii) to Seller’s knowledge violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity, or (ii) subject to Paragraph 29 of this Agreement, conflict with or constitute a default under any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any other material agreement or instrument to which Seller is a party or by which Seller is bound.

               (iii)  No Condemnation. To Seller’s knowledge, there are no existing or pending condemnation proceedings or deeds in lieu of condemnation affecting the Premises. Seller shall have the right to update the representation and warranty set forth in this Paragraph to reflect any condemnation or pending condemnation proceedings of which Seller becomes aware after the Effective Date, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement, in which case the provisions of Paragraph 17 shall control.

               (iv)  Existing Leases. (1) Exhibit “D” annexed hereto lists all of the Existing Leases, including all modifications and amendments thereto, in effect as of the date hereof, and (2) to Seller’s knowledge there are no unpaid installments of leasing or brokerage commissions that are payable by the landlord under the Existing Leases or pursuant to any brokerage agreements, after Closing with respect to the initial term of Existing Leases (and renewals, extensions or expansions thereof) entered into (or, in the case of renewals, extensions or expansions, exercised) prior to the date hereof, other than as set forth on Exhibit “G” hereto. Seller shall have the right to update the representation and warranty set forth in this Paragraph to reflect Existing Leases entered into, terminated or modified after the Effective Date in accordance with this Agreement, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement. Seller shall make available to Buyer true, correct and complete copies of all of the Existing Leases. Except as set forth on Exhibit “D” , Seller has not received nor delivered any written notice asserting a material default under any of the Existing Leases which remains uncured. Seller shall have the right to update the representation and warranty set forth in the foregoing sentence; provided, however, that if any such update by Seller renders that portion of the representation and warranty in the foregoing sentence relating to material defaults on the part of Seller under Existing Leases untrue in any material respect, the condition set forth in

Paragraph 12(a)(ii) below shall be deemed unsatisfied, and Buyer shall have the rights described in Paragraph 22(c)(ii) below. Seller has not entered into any brokerage and leasing commission agreements relating to the Existing Leases other than that certain management and leasing agreement with Seller’s Property Manager, a copy of which has been provided to Buyer.

               (v)  Litigation. There is no pending or, to Seller’s knowledge, threatened, litigation against Seller with respect to the Properties except as set forth on Exhibit “I” hereto not covered by insurance. Seller shall have the right to update the representation and warranty set forth in this Paragraph to reflect any pending or threatened litigation against Seller with respect to the Properties of which Seller becomes aware after the Effective Date, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement.

               (vi)  Existing Agreements. Exhibit “E” annexed hereto lists all of the Existing Agreements in effect as of the date hereof. Seller shall make available to Buyer true, correct and complete copies of all Existing Agreements. Seller shall have the right to update the representation and warranty set forth in this Paragraph to reflect Existing Agreements entered into, terminated or modified after the Effective Date in accordance with this Agreement, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement.

               (vii)  FIRPTA. Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Code and the regulations promulgated thereunder.

               (viii)  Bankruptcy. Seller has not: (A) commenced a voluntary case, or had entered against it a petition, for relief under the federal bankruptcy code or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (B) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (C) made an assignment for the benefit of creditors.

               (ix)  Seller not a “Prohibited Person”. Seller is not a person or an entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and does not engage in any dealings or transactions, and is not otherwise associated, with any such person or entities.

               (x)  Rent Roll . The rent roll annexed hereto as Exhibit “O” (the “ Rent Roll ”) is true, correct and complete in all material respects. Seller shall have the right to update the representation and warranty set forth in this Paragraph, subject to subparagraph (c)(ii) of Paragraph 22 of this Agreement.

               (xi)  Certiorari Proceedings . To Seller’s knowledge, except as provided on Exhibit “Q ” attached hereto and made a part hereof, there are no currently pending tax certiorari proceedings for the Property.

               (xii)  Employees . There are not any employees of the Seller employed in connection with the operation and/or maintenance of the Property.

               (xiii)  Collective Bargaining Agreements . Seller has not entered into any collective bargaining agreements between the Seller and any labor organization which are applicable to the operation and/or management of the Property.

               (xiv)  Loan Default . Seller has not received any written notice of default under the Loan Documents.

               (xv)  Tenant Inducement Costs . Except as set forth in the Leases, no Tenant Inducement Costs are payable with respect to any of the Leases. For purposes hereof, the term “Tenant Inducement Costs” shall mean any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement including specifically, without limitations, tenant improvement costs, lease buyout costs and moving, design, refurbishment and club membership allowances.

               (xvi) To Seller’s actual knowledge, Seller has received no written notice from any governmental authority having jurisdiction claiming that the Premises are presently in violation of any applicable law, ordinance or regulation which remains uncured.

               (xvii) To Seller’s actual knowledge, Seller has received no written notice from any governmental authority having jurisdiction claiming that any environmental condition existing on the Premises requires remediation by the owner of the Premises under currently effective law and which remains uncured.

          (b) All references in this Paragraph 9 or elsewhere in this Agreement and/or in any other document or instrument executed by Seller in connection with or pursuant to this Agreement, to " Seller’s knowledge ” or " to the knowledge of Seller ” and words of similar import shall refer solely to facts within the actual knowledge as of the date of this Agreement and as of the Closing Date, as applicable (without independent investigation or inquiry) of Robert J. Hughes of GE Asset Management Incorporated and Fabienne Nelson of Seller’s Property Manager and shall not be construed to refer to the knowledge of any other employee, officer, director, shareholder or agent of Seller or any affiliate of Seller, and shall in no event be deemed to include imputed or constructive knowledge. Mr. Hughes is responsible for asset management with respect to the portfolio of real estate assets (including the Premises) for which GE Asset Management Incorporated acts as investment advisor. Ms. Nelson is a Senior Real Estate Manager for CB Richard Ellis, responsible for day-to-day management of the Premises.

      10.  Seller’s Additional Covenants.

          (a) Operations. From the date of this Agreement until the Closing Date, Seller shall:

               (i) use commercially reasonable efforts to cause the Property to be operated in a manner consistent in all material respects with current practice, and consistent in all material respects with the terms and conditions of this Agreement; and

               (ii) not remove (other than on a temporary basis) any Personal Property from the Improvements except for the purpose of repair and replacement thereof, in which event such items of Personal Property will be repaired or replaced with items of similar quality and value of the item of Personal Property being replaced.

          (b) Existing Loan . From and after the Effective Date through the Closing Date, Seller shall not enter into any modification of the Existing Loan Documents without Buyer’s consent, which consent may be given or withheld in Buyer’s sole discretion.

          (c) Additional Negative Covenants . From the Effective Date through Closing Seller shall (i) not accept any rent from tenants more than thirty (30) days in advance; (ii) refrain from marketing, selling, refinancing, transferring or further encumbering the Property, or modifying any Permitted Exceptions; (iii) promptly deliver to Buyer copies of any notices received by Seller from any governmental authority with respect to the Premises; (iv) not perform any alterations to the Premises except as required by an Existing Lease; (v) promptly deliver to Buyer copies of any notices of default received by Seller with respect to the Existing Loan, the Existing Leases and Contracts; (vi) refrain from changing or attempting to change the permitted uses, zoning designation or entitlements applicable to the Premises; and (vii) make the payments required by the Existing Loan Documents and not make any voluntary principal prepayments of the Existing Loan Documents (i.e., no principal payments greater than those mandatory payments presently required by the Existing Loan Documents).

      11.  Buyer Representations. Buyer hereby represents to Seller, as of the date hereof as follows:

          (a) Organization. Buyer is a limited partnership, duly organized and validly existing under the laws of the State of Delaware and has all requisite power and authority to carry on its business as now conducted.

          (b) Authorization. Buyer has the requisite power and authority to enter into and perform this Agreement and the transactions contemplated hereby and Buyer has duly authorized the execution of this Agreement. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated by this Agreement will not: (i) conflict with or violate the organizational documents of Buyer, (ii) to Buyer’s knowledge violate any judgment, order, injunction, decree, regulation or ruling of any court or governmental entity or (iii) conflict with or constitute a default under any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any other material agreement or instrument to which Buyer is a party or by which Buyer is bound.

          (c) Litigation. There are no legal actions, suits or similar proceedings pending and served upon Buyer, or to Buyer’s knowledge, threatened against Buyer, which if adversely determined, would adversely affect Buyer’s ability to consummate the transactions contemplated by this Agreement.

          (d) ERISA. Buyer is not acquiring the Premises or the Personal Property with the assets of an employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ( “ERISA” ).

          (e) Bankruptcy. Buyer has not (i) commenced a voluntary case, or had entered against it a petition, for relief under the federal bankruptcy code or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other relief for debtors, (ii) caused, suffered or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator or similar official in any federal, state or foreign judicial or non-judicial proceedings, to hold, administer and/or liquidate all or substantially all of its property, or (iii) made an assignment for the benefit of creditors.

          (f) Buyer not a “Prohibited Person”. Buyer is not a person or an entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and does not engage in any dealings or transactions, and is not otherwise associated, with any such person or entities.

      12.  Conditions Precedent to Closing.

          (a) Buyer shall not be obligated to close under this Agreement unless each of the following conditions shall be satisfied or waived by Buyer on or prior to the Closing Date:

               (i)  Title Policy. The Title Company shall be prepared to issue, upon payment of the title premium and charges therefor, a standard form Owner’s Title Policy in the amount of the Purchase Price in accordance with the Title Commitment subject only to the Permitted Encumbrances and otherwise as described in and in accordance with Paragraph 4(a) of this Agreement (the “Title Policy” ).

               (ii)  Accuracy of Representations. The representations made by Seller in this Agreement (as modified by any modifications and updates permitted by Paragraph 9) shall be true and correct in all material respects as of the Closing Date.

               (iii)  Execution and Delivery of Documents. Seller shall have executed and delivered to Buyer all of the documents required of Seller under this Agreement.

               (iv)  Tenant Estoppel Certificates. Seller shall have delivered to Buyer, at or before Closing, a written statement from (x) each tenant occupying not less than 20,000 rentable square feet of the Premises (each, a “Major Tenant” ) and (y) a sufficient number of other tenants (the “ Non-Major Tenants ”) occupying, in the aggregate, rentable square footage of the Premises which, when taken together with the rentable square footage occupied by the Major Tenants, is not less than 85% (the “ Estoppel Percentage ”) of the total rentable square footage of the Premises occupied by tenants under the Existing Leases, in each instance of (x) and (y) in substantially the form of, and as qualified by, the form of tenant estoppel certificate set forth on Exhibit “H” attached hereto and made a part hereof or in the form required to be provided by a tenant under its Existing Lease ( “Tenant Estoppel Certificate” ). In determining whether the foregoing requirement has been satisfied, Buyer agrees not to object to (i) any non-material (as determined in Buyer’s reasonable judgment) qualifications or modifications which a tenant may make to the form of Tenant Estoppel Certificate and (ii) any modification to a Tenant Estoppel Certificate to conform it to the form of tenant estoppel the tenant is required to give under its lease. If Seller does not obtain a Tenant

Estoppel Certificate from a sufficient number of Non-Major Tenants to meet the Estoppel Percentage, Seller may, at its sole option, elect to: (i) adjourn the Closing for a period not to exceed ten (10) days to continue its efforts to obtain Tenant Estoppel Certificates and/or (ii) execute estoppel certificates, in the form of Exhibit “H” hereto, mutatis mutandis, with respect to any of the Existing Leases for which Tenant Estoppel Certificates were not obtained in order to satisfy the estoppel requirements of this subparagraph (a)(iv); provided, that Seller may provide such estoppel certificates with respect to no more than ten percent (10%) of the space leased in the Premises and only for tenants that are not Major Tenants. If any tenant indicates in its Tenant Estoppel Certificate that it has a claim which would entitle it to set-off the amount of the claim against rent due under its lease and the amount of such claim is ascertainable, Seller shall have the right, at its sole option, to give Buyer a credit against the cash portion of the Purchase Price in the amount of the claim or to deliver an indemnity, reasonably acceptable to Buyer, with respect thereto, in which event, Buyer shall complete Closing and take subject to such claim. Notwithstanding the foregoing provisions of this subparagraph (a)(iv), Seller agrees to request a Tenant Estoppel Certificate from each of the tenants under the Existing Leases. Seller’s failure to obtain a Tenant Estoppel Certificate from each Major Tenant or to otherwise satisfy the Tenant Estoppel Percentage shall not constitute a default by Seller hereunder. In the event of such failure, Buyer’s sole remedy shall be to either (x) waive the estoppel requirement and proceed to Closing without any abatement in the Purchase Price or (y) terminate this Agreement and receive a return of the Deposit.

               (v)  Assumption Approval . The Assumption Approval is obtained.

               (vi)  No Default. Seller shall not be in default hereunder.

               (vii)  Lender Estoppel Certificate . At or before Closing Buyer shall have received an agreement or certificate from Lender in respect of the Loan ( “Lender Estoppel Certificate” ) containing, in all material respects, the statements set forth on Exhibit “P” attached hereto and made a part hereof. In determining whether this condition has been satisfied, Buyer agrees not to object to (i) any non-material qualifications or modifications which Lender may make to the statements set forth on Exhibit “P” (it being understood and agreed that knowledge qualifications shall not be deemed to be material) and (ii) any modification to such statements to conform it to the statements contained in Lender’s standard form of Lender Estoppel Certificate. Seller’s failure to obtain a Lender Estoppel Certificate shall not constitute a default by Seller hereunder. In the event of such failure, Buyer’s sole remedy shall be to either (x) waive the estoppel requirement and proceed to Closing without any abatement in the Purchase Price or (y) terminate this Agreement and receive a return of the Deposit.

          (b) Seller shall not be obligated to close under this Agreement unless each of the following conditions shall be satisfied or waived by Seller prior to the Closing Date:

               (i)  Accuracy of Representations. The representations made by Buyer in this Agreement shall be true and correct in all material respects as of the Closing Date.

               (ii)  No Default. Buyer shall not be in default hereunder.

               (iii)  Assumption Approval. The Assumption Approval is obtained and Seller is released by Lender from any and all responsibilities and obligations under the Existing Loan Documents arising from and after the Closing Date.

               (iv)  Execution and Delivery of Documents. Buyer shall have executed and delivered to Seller all of the documents required of Buyer under this Agreement.

      13.  Deliveries at Closing.

          (a) Seller’s Deliveries. On the Closing Date, Seller shall deliver to Buyer or to the Title Company, the following:

               (i)  Deed. A special warranty deed with respect to the Premises, in substantially the form attached hereto as Exhibit “J ” (the “Deed” ), subject only to the Permitted Encumbrances.

               (ii)  Bill of Sale. A bill of sale with respect to the Personal Property, in substantially the form attached hereto as Exhibit “K” (the “Bill of Sale” ).

               (iii)  Assignment and Assumption of Leases. An omnibus assignment and assumption agreement with respect to the Existing Leases in the form of Exhibit “F” hereto (the “Assignment and Assumption of Leases” ).

               (iv)  General Assignment and Assumption Agreement. An omnibus general assignment and assumption agreement with respect to the Existing Agreements in substantially the form of Exhibit “F-1” hereto (the “General Assignment and Assumption Agreement” ).

               (v)  Authority Documents. An authorizing resolution and an incumbency certificate to evidence the authority of the signatory for Seller.

               (vi)  FIRPTA Certification. A certification in the form attached hereto as Exhibit “L” with respect to compliance with the Foreign Investment in Real Property Tax Act (Internal Revenue Code Sec. 1445, as amended, and the regulations issued thereunder).

               (vii)  Estoppel Certificates. The Tenant Estoppel Certificates referred to in Paragraph 12(a) above, to the extent received by Seller.

               (viii)  Tenant Notices. Written notice from Seller to each tenant of the Premises under the Existing Leases in substantially the form attached hereto as Exhibit “M” .

               (ix)  Keys. To the extent in Seller’s possession or the possession of Seller’s Property Manager, all keys, codes and other security devices for each parcel of the Property.

               (x)  Original Documents. The originals (to the extent in Seller’s possession or the possession of Seller’s Property Manager) or, if unavailable, copies, of all Existing Leases, Existing Loan Documents and the Existing Agreements and (to the extent in

Seller’s possession or the possession of Seller’s Property Manager) copies of as-built plans and specifications for the Improvements, permits, licenses and other agreements and approvals relating to the maintenance and operation of the Properties.

               (xi)  Closing Statement. A preliminary Closing Statement, mutually acceptable to Buyer and Seller.

               (xii)  Bringdown Certificate. A written statement by Seller acknowledging that all of the representations made by Seller hereunder are true and correct in all material respects as of the date of Closing, or noting any exceptions, provided that any exceptions may give rise to Buyer’s rights under Paragraph 22 of this Agreement.

               (xiii)  Rent Roll . An update of the Rent Roll to a date no earlier than one (1) week prior to the Closing Date.

               (xiv)  Lender Estoppel Certificate; SNDAs . The Lender Estoppel Certificate referred to in Paragraph 12(a), and any subordination, non-disturbance and attornment agreements ( “SNDAs” ) executed by tenants, to the extent received by Seller; provided, however, in no event shall Seller’s or Buyer’s failure to obtain SNDAs from tenants be a condition to Closing.

               (xv)  Other Documents . Any other documents which Seller is obligated to deliver to Buyer pursuant to this Agreement.

               (xvi)  Personal Property . The Personal Property, including all building supplies and fuel then on hand which are owned by Seller.

               (xvii)  Books and Records . All books and records at the Premises held by or for the account of Seller, other than Excluded Documents and any books and records owned by Seller’s Property Manager.

     Location at the Premises on the date of Closing of any of the materials referred to in clauses (ix), (x) and (xvi) of this subparagraph (a) shall be deemed delivery to Buyer.

          (b) Buyer’s Deliveries. On the Closing Date, Buyer will deliver to Seller or to the Title Company, the following:

               (i)  Assignment and Assumption of Leases. The Assignment and Assumption of Leases.

               (ii)  General Assignment and Assumption Agreement. The General Assignment and Assumption Agreement.

               (iii)  Authority Documents. An authorizing resolution and an incumbency certificate, and such other documents as may be reasonably necessary to evidence the authority of Buyer and the authority of the signatory for Buyer.

               (iv)  Purchase Price. The balance of the Purchase Price payable at Closing.

               (v)  Closing Statement. A preliminary Closing Statement, mutually acceptable to Buyer and Seller.

               (vi)  Transfer Tax Return. Any Real Property Transfer Tax Return for the Deed;

               (vii)  Bringdown Certificate. A written statement by Buyer acknowledging that all of the representations made by Buyer hereunder are true and correct in all material respects as of the date of Closing.

               (viii)  Other Documents. Any other documents which Buyer is obligated to deliver to Seller pursuant to this Agreement or that may be requested by the Title Company in order to issue the Title Policy or by Lender in connection with the Assumption Approval.

      14.  Default.

          (a) Buyer Default. If Buyer defaults under this Agreement at or prior to the Closing Date by failing to complete Closing in accordance with the terms of this Agreement, then the Deposit shall immediately be paid to Seller by the Escrowee and shall be retained by Seller as liquidated damages and not as a penalty. The retention of the Deposit shall be Seller’s sole and exclusive remedy in the event of such default by Buyer at or prior to the Closing Date, and Seller in such event hereby waives any right to recover the balance of the Purchase Price. Seller and Buyer agree that the actual damages to Seller in the event of such breach are impractical to ascertain as of the date of this Agreement and the amount of the Deposit is a reasonable estimate thereof. Upon payment of the Deposit to Seller as liquidated damages, this Agreement shall (except as herein otherwise expressly provided) be and become null and void and all copies will be surrendered to Seller. Nothing contained in this Paragraph 14(a) shall be deemed to limit Seller’s rights against Buyer by reason of the indemnity obligations of Buyer to Seller set forth in this Agreement which shall survive the termination of this Agreement.

          (b) Seller Default. If the sale of the Properties is not consummated because of a default under this Agreement on the part of Seller, Buyer, as its sole and exclusive remedy, may either (i) terminate this Agreement in its entirety by delivery of notice of termination to Seller, whereupon the Deposit shall be immediately returned to Buyer and, if Seller’s default was willful, Buyer shall be entitled to be reimbursed by Seller for actual third-party costs (as evidenced by paid invoices therefor) incurred by Buyer in connection with this Agreement and Buyer’s due diligence activities hereunder, up to a maximum reimbursement of $200,000.00, or (ii) continue this Agreement pending Buyer’s action for specific performance hereunder provided appropriate proceedings are promptly commenced by Buyer and prosecuted with diligence and continuity. Nothing contained in this Paragraph 14(b) shall be deemed to limit Buyer’s rights against Seller in connection with any obligations of Seller that survive Closing.

      15.  Notices; Computation of Periods.

          (a) Notices. All notices given by either party to the other shall be in writing and shall be sent either: (i) by United States Postal Service registered or certified mail, postage prepaid, return receipt requested, or (ii) by prepaid nationally recognized overnight courier service for next business day delivery, addressed to the other party at the following addresses listed below or (iii) via telecopier or facsimile transmission to the facsimile numbers listed below; provided, however, that if such communication is given via telecopier or facsimile transmission, an original counterpart of such communication shall concurrently be sent in the manner specified in subparagraph (ii) above. Addresses and facsimile numbers of the parties are as follows:

As to Seller:

c/o GE Asset Management Incorporated
3003 Summer Street
P.O. Box 7900
Stamford, Connecticut 06905
Attention: Mr. Robert J. Hughes
Fax: (203) 356-3059

with copies at the same time to:

GE Asset Management Incorporated
3003 Summer Street
P.O. Box 7900
Stamford, Connecticut 06905
Attention: Leanne R. Dunn, Esq.
Fax: (203) 356-4608

-and-

Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street, 22nd Floor
Philadelphia, PA 19103-2097
Attention: James R. Williams, Esq.
Fax: (215) 405-3732

As to Buyer:

c/ o Hines Interests Limited Partnership
70 W. Madison Street, Suite 440
Chicago, Illinois 60602
Attnetion: Thomas Danilek
Fax: (312) 419-4900

with a copy at the same time to:

Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
Attntion: Jonathan W. Dunlay
Fax: (214) 661-4711

As to Escrowee:

First American Title Insurance Company
National Commercial Services Division
13450 West Sunrise Boulevard
Suite 300
Sunrise, Florida 33323
Attention: Barry S. Smith, Esquire
Fax: (954) 838-8663

or to such other address as the respective parties may hereafter designate by notice in writing in the manner specified above. Any notice may be given on behalf of any party by its counsel. Notices given in the manner aforesaid shall be deemed sufficiently served or given for all purposes under this Agreement upon the earliest of (i) actual receipt (including receipt of a facsimile copy, but only if an original of such facsimile is properly sent by overnight courier as provided above) or refusal by the addressee, or (ii) three days following the date such notices, demands or requests shall be deposited in any Post Office, or branch Post Office regularly maintained by the United States Government, or (iii) one business day after delivered to the overnight courier service, as the case may be.

          (b) Computation of Periods. If the final day of any period of time in any provision of this Agreement falls upon a Saturday, Sunday or a holiday observed by federally insured banks in the State in which the Premises is located or by the United States Postal Service, then, the time of such period shall be extended to the next day which is not a Saturday, Sunday or holiday. Unless otherwise specified, in computing any period of time described in this Agreement, all days shall be counted including Saturdays, Sundays and holidays; provided however that the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period is so computed is to be included, unless such last day is a Saturday, Sunday or holiday in which event the period shall run until 5:00 pm of the next day which is neither a Saturday, Sunday or holiday.

      16.  Fire or Other Casualty.

          (a) Casualty Insurance. Seller agrees to maintain in effect until the Closing Date the casualty insurance policies currently being maintained by Seller and in effect with respect to the Premises, (or substitute policies in equal or greater amounts) and shall deliver to Buyer, upon request, reasonable evidence of same including certificates of such insurance.

          (b) Casualty Damage. If any portion of the Premises shall be damaged or destroyed by fire or other casualty between the date of this Agreement and the Closing Date, Seller shall give written notice thereof to Buyer. Subject to the right to terminate this Agreement in accordance with subparagraph (c) below, the obligation of Buyer to complete Closing under this Agreement shall in no way be voided or impaired by reason thereof, and Buyer shall be required to accept the Premises and the Personal Property in their then damaged condition without abatement of the Purchase Price. In such case, the proceeds of all fire and extended coverage insurance policies attributable to the Premises or the Personal Property received by Seller prior to the Closing Date and not used by Seller for the protection or emergency repairs to the Premises and the Personal Property (and Buyer hereby authorizes Seller to use the proceeds for such purposes) shall be disbursed by Seller to Buyer at Closing; and all unpaid claims under such insurance policies attributable to the Premises and Personal Property shall be assigned by Seller to Buyer on the date of Closing and Buyer shall receive a credit at Closing equal to the amount of any deductibles in respect thereof. There shall be no reduction in the Purchase Price by reason of such unpaid claim.

          (c) Right of Termination. Notwithstanding any of the preceding provision