AGREEMENT OF SALE AND PURCHASE

Exhibit 10.57

AGREEMENT OF SALE AND PURCHASE

BETWEEN

321 NORTH CLARK REALTY L.L.C.

as Seller

AND

HINES REIT PROPERTIES, L.P.

as Purchaser

pertaining to

321 NORTH CLARK

EXECUTED EFFECTIVE AS OF

March 23, 2006

TABLE OF CONTENTS

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AGREEMENT OF SALE AND PURCHASE

          THIS AGREEMENT OF SALE AND PURCHASE (this “Agreement” ) is entered into and effective for all purposes as of March 23, 2006 (the “Effective Date” ), by and between 321 NORTH CLARK REALTY, L.L.C, a Delaware limited liability company ( “Seller” ), and HINES REIT PROPERTIES, L.P., a Delaware limited partnership ( “Purchaser” ).

          In consideration of the mutual promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I
DEFINITIONS

      Section 1.1 Definitions . For purposes of this Agreement, the following capitalized terms have the meanings set forth in this Section 1.1:

           “ALTA Statement” has the meaning ascribed to such term in Section 10.2(e).

           “Act” has the meaning ascribed to such term in Section 10.8.

           “Affiliate” means any person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Purchaser or Seller, as the case may be. For the purposes of this definition, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

           “Agreement” has the meaning ascribed to such term in the opening paragraph.

           “Appraisals ” has the meaning ascribed to such term in Section 7.3.

           “Authorities” means the various governmental and quasi-governmental bodies or agencies having jurisdiction over Seller, the Real Property or the Improvements (or any portion thereof).

           “Broker” has the meaning ascribed to such term in Section 11.1.

           “Business Day” means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close in the State of Illinois.

           “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), as the same may be amended.

           “Certificate as to Foreign Status” has the meaning ascribed to such term in Section 10.3(d).

           “Certifying Party” has the meaning ascribed to such term in Section 4.5.

           “City Code Bulk Sales Ordinance” has the meaning ascribed to such term in Section 10.9.

           “Closing” means the consummation of the purchase and sale of the Property contemplated by this Agreement, as provided for in Article X.

           “Closing Date” means the date on which the Closing occurs, which date will be the date which is thirty (30) days after the Effective Date or such earlier Business Day designated by Purchaser in a written notice to Seller at least three (3) Business Days prior to the desired new Closing Date.

           “Closing Documents” means the documents referred to in Section 10.3 executed by Seller at Closing.

           “Closing Statement” has the meaning ascribed to such term in Section 10.4(a).

           “Closing Surviving Obligations” means the covenants, rights, liabilities and obligations set forth in Sections 3.2, 4.9, 5.2, 5.3, 5.4, 7.4, 8.1 (subject to Section 16.1), 8.2, 10.4 (subject to the limitations therein), 10.6, 10.7, 11.1, 13.3, 14.1 and 16.1 and Article XVII.

           “Closing Time” has the meaning ascribed to such term in Section 10.4(a).

           “Code” has the meaning ascribed to such term in Section 4.4(a).

           “Commitment” has the meaning ascribed to such term in Section 6.2(a).

           “Deed” has the meaning ascribed to such term in Section 10.3(a).

           “Delinquent” has the meaning ascribed to such term in Section 10.4(b).

           “Deposit” has the meaning ascribed to such term in Section 4.1.

           “Deposit Time” means 10:00 a.m. Central Standard Time on the Closing Date.

           “Documents” has the meaning ascribed to such term in Section 5.2(a).

           “Earnest Money Deposit” has the meaning ascribed to such term in Section 4.1.

           “Effective Date” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “Environmental Laws” means all federal, state and local environmental laws, rules, statutes, directives, binding written interpretations, binding written policies, ordinances and regulations issued by any Authorities and in effect as of the date of this Agreement with respect to or which otherwise pertain to or affect (i) the Real Property or the Improvements (or any portion thereof), (ii) the use, ownership, occupancy or operation of the Real Property or the Improvements (or any portion thereof), (iii) Seller, or (iv) Purchaser, and as same have been

amended, modified or supplemented from time to time prior to and are in effect as of the date of this Agreement, including but not limited to CERCLA, the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), comparable state and local laws, and any and all rules and regulations which are in effect as of the date of this Agreement under any and all of the aforementioned laws.

           “Escrow Instructions” has the meaning ascribed to such term in Section 4.2.

           “Existing Survey” has the meaning ascribed to such term in Section 6.1.

           “Gap Notice ” has the meaning ascribed to such term in Section 6.2(b).

           “General Conveyance” has the meaning ascribed to such term in Section 10.2(b).

           “Governmental Regulations” means all laws, ordinances, rules and regulations of the Authorities applicable to Seller or Seller’s use and operation of the Real Property or the Improvements or any portion thereof.

           “Hazardous Substances” means all (a) electromagnetic waves, urea formaldehyde foam insulation and transformers or other equipment that contains dielectric fluid containing polychlorinated biphenyls of 50 ppm or greater, (b) any solid, liquid, gaseous or thermal contaminant, including smoke vapor, soot, fumes, acids, alkalis, chemicals, waste, petroleum products or byproducts, asbestos, PCBs, phosphates, lead or other heavy metals, chlorine, or radon gas, (c) any solid or liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances, hazardous chemical substances and mixtures, toxic substances, pollutants and contaminants, as such terms are defined in any Environmental Law, including, without limitation CERCLA, RCRA, the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Hazardous Substances Transportation Act, the Toxic Substances Control Act, the Clean Water Act (33 U.S.C. § 1321 et seq.), the Clean Air Act, the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such Environmental Laws have been amended and/or supplemented from time to time prior to the date of this Agreement, and any and all rules and regulations promulgated under any of the above, and (d) any other chemical, material or substance, the use or presence of which, or exposure to the use or presence of which, is prohibited, limited or regulated by any Environmental Laws, in effect as of or prior to the date of this Agreement or as the same may be amended or supplemented after the date of this Agreement.

           “Improvements” means all buildings, structures, fixtures, parking areas and other improvements owned by Seller and located on the Real Property.

           “Leasing Costs” shall mean leasing commissions, brokerage commissions and tenant improvement allowances incurred in connection with the lease of space in the Property.

           “Licenses and Permits” means any and all of Seller’s right, title and interest, to the extent assignable without the necessity of consent or assignable only with consent and such consent has been obtained, in and to, collectively, licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements issued, approved or granted by the Authorities prior to Closing in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

           “Major Tenants” means the Tenants listed on Exhibit D-1 .

           “New Tenant Costs” has the meaning ascribed to such term in Section 10.4(e).

           “Official Records” means the Official Records of Real Property in the Cook County, Illinois Recorder’s office.

           “Operating Contracts” means all of Seller’s right, title and interest in and to, collectively, the service agreements, maintenance contracts, equipment leasing agreements, leasing commission agreements, warranties, guarantees, bonds and other contracts for the provision of labor, services, materials or supplies relating solely to the Real Property, Improvements or Personal Property and under which Seller is currently paying for services rendered in connection therewith, as listed on Exhibit C attached hereto, together with any and all renewals, supplements, amendments and modifications thereof, and any and all new such agreements entered into after the Effective Date, to the extent permitted by Section 7.1(f), except that any existing management agreements will be terminated at Closing and are excluded from such term.

           “Operating Expenses” has the meaning ascribed to such term in Section 10.4(c).

           “Other Party” has the meaning ascribed to such term in Section 4.5.

           “Permitted Exceptions” has the meaning ascribed to such term in Section 6.2(c).

           “Personal Property” means all of Seller’s right, title and interest in and to, collectively, the equipment, appliances, tools, supplies, machinery, furnishings and other tangible personal property attached to, appurtenant to, located in and used exclusively by Seller in connection with its ownership or operation of the Improvements and described on Exhibit B attached hereto.

           “Property” has the meaning ascribed to such term in Section 2.1.

           “Proration Items” has the meaning ascribed to such term in Section 10.4(a).

           “Purchase Price” has the meaning ascribed to such term in Section 3.1.

           “Purchaser” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “Purchaser Costs” has the meaning ascribed to such term in Section 13.1.

           “Purchaser Leasing Costs Obligations” has the meaning ascribed to such term in Section 10.4(e).

           “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended by the Hazardous and Solid Wastes Amendments of 1984, and as further amended.

           “Real Property” means those certain parcels of or interests in real property located at 321 North Clark, Chicago, Illinois, as more particularly described on Exhibit A attached hereto and made a part hereof, together with all of Seller’s right, title and interest, if any, in and to the appurtenances pertaining thereto, including but not limited to Seller’s right, title and interest in and to the streets, alleys and right-of-ways which abut such real property, and any easement rights, air rights, subsurface rights, development rights and water rights appurtenant to such real property.

           “Rentals” has the meaning ascribed to such term in Section 10.4(b), and some may be “Delinquent” in accordance with the meaning ascribed to such term in Section 10.4(b).

           “Reporting Person” has the meaning ascribed to such term in Section 4.9(a).

           “Seller” has the meaning ascribed to such term in the opening paragraph of this Agreement.

           “Seller Released Parties” has the meaning ascribed to such term in Section 5.4(a).

           “Seller Leasing Costs Obligations” has the meaning ascribed to such term in Section 10.4(f).

           “Significant Portion” means damage by fire or other casualty to the Real Property and the Improvements or a portion thereof (a) requiring repair costs in excess of Two Million and No/100 Dollars ($2,000,000.00) as such repair costs are reasonably estimated by Seller and Purchaser, (b) constituting a basis for any Major Tenant under a Tenant Lease to terminate its lease (unless such right to terminate is waived or not timely exercised), or (c) which will result in rent abating under Tenant Leases after the Closing in excess of rental loss insurance proceeds that would be paid to Purchaser after Closing.

           “Tenant Deposits” means, collectively, any and all security deposits, paid or deposited by the Tenants pursuant to the Tenant Leases, which have not been applied to obligations under the Tenant Leases (together with any interest which has accrued thereon, but only to the extent such interest has accrued for the account of the respective Tenants).

           “Tenant Leases” means the following pertaining to the Improvements: (i) any and all written leases, rental agreements, occupancy agreements and license agreements (and any and all written renewals, amendments, modifications and supplements thereto) entered into on or prior to the Effective Date and in full force and effect, (ii) any and all new written leases, rental agreements, occupancy agreements and license agreements entered into after the Effective Date and prior to the Closing Date and (iii) any and all new written renewals, amendments,

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modifications and supplements to any of the foregoing entered into after the Effective Date and prior to the Closing Date, and, as to (ii) and (iii) only, to the extent approved by Purchaser pursuant to Section 7.1(e) to the extent such approval is required under Section 7.1(e). Tenant Leases will not include subleases, franchise agreements or similar occupancy agreements entered into by Tenants which, by their nature, are subject to Tenant Leases.

           “Tenant Notice Letters” means the notice letters to be delivered by Purchaser to Tenants pursuant to Section 10.7.

           “Tenants” means all persons or entities leasing, renting or occupying space within the Improvements pursuant to the Tenant Leases, but expressly excludes any subtenants, licensees, concessionaires, franchisees or other persons or entities whose occupancy is derived through Tenants.

           “Termination Surviving Obligations” means the rights, liabilities and obligations set forth in Sections 4.5, 4.6, 5.3, 5.4 and 11.1, and Articles XIII and XVII.

           “Title Company” means LandAmerica National Commercial Services, 10 South LaSalle Street, Suite 2500, Chicago, Illinois 60603, Attention: Lawrence R. Vaughn, Phone: (312) 558-1600.

           “Title Policy” has the meaning ascribed to such term in Section 6.2(a).

           “To Seller’s Knowledge” means the present actual (as opposed to constructive or imputed) knowledge solely of Tom Darcy, Lance Knez and Dennis Keyes, without any independent investigation or inquiry whatsoever. Such individuals are named in this Agreement solely for the purpose of establishing the scope of Seller’s knowledge. Such individuals shall not be deemed to be parties to this Agreement nor to have made any representations or warranties hereunder, and no recourse shall be had to such individuals for any of Seller’s representations and warranties hereunder (and Purchaser hereby waives any liability of or recourse against such individuals).

           “Westin Estoppels” has the meaning ascribed to such term in Section 7.2(b).

      Section 1.2 References; Exhibits and Schedules . Except as otherwise specifically indicated, all references in this Agreement to Articles or Sections refer to Articles or Sections of this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules attached hereto, all of which Exhibits and Schedules are incorporated into, and made a part of, this Agreement by reference. The words “herein,” “hereof,” “hereinafter” and words and phrases of similar import refer to this Agreement as a whole and not to any particular Section or Article.

ARTICLE II
AGREEMENT OF PURCHASE AND SALE

      Section 2.1 Agreement . Seller hereby agrees to sell, convey and assign to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date and subject to the terms and conditions of this Agreement, all of the following (collectively, the “Property" ):

          (a) the Real Property;

          (b) the Improvements;

          (c) the Personal Property;

          (d) any and all of Seller’s right, title and interest as lessor in and to the Tenant Leases and, subject to the terms of the respective applicable Tenant Leases, the Tenant Deposits; and

          (e) any and all of Seller’s right, title and interest in and to the Operating Contracts and the Licenses and Permits, in each case to the extent assignable without the necessity of consent or approval and, if consent or approval is required, to the extent any necessary consent or approval has been obtained.

      Section 2.2 Indivisible Economic Package . Purchaser has no right to purchase, and Seller has no obligation to sell, less than all of the Property, it being the express agreement and understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all of the Property, subject to and in accordance with the terms and conditions hereof.

ARTICLE III
CONSIDERATION

      Section 3.1 Purchase Price . The purchase price for the Property (the “Purchase Price" ) will be Two Hundred Forty-Seven Million Three Hundred Eight Thousand One Hundred Fifty-Three and 48/100 ($247,308,153.48) in lawful currency of the United States of America, payable as provided in Section 3.3. If, however, Seller pays any of the Leasing Costs set forth on Exhibit H attached hereto prior to Closing and provides Purchaser reasonably satisfactory evidence of such payment, then the Purchase Price shall be increased by the amount so paid by Seller.

      Section 3.2 Assumption of Obligations . As additional consideration for the sale and purchase of the Property, effective as of Closing, Purchaser will be deemed to have, and by virtue of closing the purchase of the Property, Purchaser shall have assumed and agreed to perform, pay, discharge, observe and comply with, as applicable, (i) all of the covenants, liabilities, duties, debts, obligations and responsibilities of Seller pursuant to the Tenant Leases and the Operating Contracts assigned to Purchaser and which accrue on or after the Closing Date, and (ii) any Purchaser Leasing Costs Obligations. Purchaser hereby indemnifies, defends, and holds Seller and its Affiliates harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 3.2. The provisions of this Section 3.2 shall fully survive the Closing without limitation.

      Section 3.3 Method of Payment of Purchase Price . No later than the Deposit Time, Purchaser will deposit in escrow with the Title Company the Purchase Price (subject to adjustments described in Section 10.4), together with all other costs and amounts to be paid by

Purchaser at Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer of immediately available funds to an account to be designated by the Title Company. No later than 11:00 a.m. Central Standard Time on the Closing Date: (a) Purchaser will cause the Title Company to (i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account to be designated by Seller, the Purchase Price (subject to adjustments described in Section 10.4), less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this Agreement, and (ii) pay to all appropriate payees the other costs and amounts to be paid by Purchaser at Closing pursuant to the terms of this Agreement; and (b) Seller will direct the Title Company to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement.

ARTICLE IV
EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS

      Section 4.1 The Deposit . Within three (3) days of the Effective Date, Purchaser shall deposit with the Title Company, in good funds immediately collectible by the Title Company, the sum of Ten Million and No/100 Dollars ($10,000,000.00) (the “Deposit" ), which will be held in escrow by the Title Company pursuant to the terms of this Agreement. The Deposit plus all interest earned thereon shall be the “Earnest Money Deposit” for purposes of this Agreement.

      Section 4.2 Escrow Instructions . Article IV of this Agreement constitutes the escrow instructions of Seller and Purchaser to the Title Company with regard to the Earnest Money Deposit and the Closing (the “Escrow Instructions" ). By its execution of the joinder attached hereto, the Title Company agrees to be bound by the provisions of this Article IV.

Section 4.3 Documents Deposited into Escrow . On or before the Deposit Time,

          (a) Purchaser will cause the difference between the Purchase Price and the Earnest Money Deposit (subject to the prorations and adjustments provided for in this Agreement) to be transferred to the Title Company’s escrow account, in accordance with the timing and other requirements of Section 3.3;

          (b) Purchaser will deliver in escrow to the Title Company the documents described and provided for in Section 10.2(b), (c), (d), (e), (f) and (g) below; and

          (c) Seller will deliver in escrow to the Title Company the documents described and provided for in Section 10.3(a), (b), (c), (d), (e), (f), (g), (k), (l), (m) and (n) below.

      Section 4.4 Close of Escrow . Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will:

          (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under section 6045(e) of the Internal Revenue Code of 1986, as amended (the “Code" ) and Section 4.9;

          (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments;

          (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, the Purchase Price as adjusted in accordance with the provisions of this Agreement;

          (d) Deliver the Deed to Purchaser by agreeing to cause same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording (the parties hereby acknowledging that the actual recording of the Deed and delivery of conformed copies may actually occur following Closing, as contemplated in Section 10.1 below);

          (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement;

          (f) Deliver to Seller, in addition to Seller’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and

          (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

      Section 4.5 Termination Notices . If at any time the Title Company receives a certificate of either Seller or Purchaser (for purposes of this Section 4.5, the “Certifying Party” ) stating that: (a) the Certifying Party is entitled to receive the Earnest Money Deposit pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as provided herein to the other party (for purposes of this Section 4.5, the “Other Party” ) prior to or contemporaneously with the giving of such certificate to the Title Company, then, (i) within two (2) Business Days of the Title Company’s receipt of such certificate, the Title Company shall send a copy of such certificate to the Other Party; and (ii) unless the Title Company has then previously received, or receives within ten (10) Business Days after receipt of the Certifying Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1) Business Day after the expiration of the foregoing ten (10) Business Day period, will deliver the Earnest Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged and released from any and all liability hereunder. If the Title Company receives contrary instructions from the Other Party within ten (10) Business Days following the Title Company’s receipt of said certificate, the Title Company will not so deliver the Earnest Money Deposit, but will continue to hold the same pursuant hereto, subject to Section 4.6.

      Section 4.6 Indemnification of Title Company . If this Agreement or any matter relating hereto becomes the subject of any litigation or controversy, Purchaser and Seller jointly and severally, will hold Title Company free and harmless from any loss or expense, including

reasonable attorneys’ fees, that may be suffered by it by reason thereof other than as a result of Title Company’s gross negligence or willful misconduct. In the event conflicting demands are made or notices served upon Title Company with respect to this Agreement, or if there is uncertainty as to the meaning or applicability of the terms of this Agreement or the Escrow Instructions, Purchaser and Seller expressly agree that the Title Company will be entitled to file a suit in interpleader and to obtain an order from the court requiring Purchaser and Seller to interplead and litigate their several claims and rights among themselves. Upon the filing of the action in interpleader and the deposit of the Earnest Money Deposit into the registry of the court, the Title Company will be fully released and discharged from any further obligations imposed upon it by this Agreement.

      Section 4.7 Maintenance of Confidentiality by Title Company . Except as may otherwise be required by law or by this Agreement, the Title Company will maintain in strict confidence and, without the prior written consent of Purchaser and Seller in each instance, will not disclose to anyone the existence of this Agreement, the identity of the parties hereto, the amount of the Purchase Price, the provisions of this Agreement or any other information concerning the transactions contemplated hereby.

      Section 4.8 Investment of Earnest Money Deposit . Title Company will invest and reinvest the Earnest Money Deposit, at the instruction and sole election of Purchaser, only in (a) bonds, notes, Treasury bills or other securities constituting direct obligations of, or guaranteed by the full faith and credit of, the United States of America, and in no event maturing beyond the Closing Date, or (b) an interest-bearing account at a commercial bank mutually acceptable to Seller, Purchaser and Title Company. The investment of the Earnest Money Deposit will be at the sole risk of Purchaser and no loss on any investment will relieve Purchaser of its obligations to pay to Seller as liquidated damages the original amount of the Earnest Money Deposit as provided in Article XIII, or of its obligation to pay the Purchase Price. All interest earned on the Earnest Money Deposit prior to the payment of the Earnest Money Deposit to Purchaser or Seller pursuant to this Agreement will be the property of Purchaser and will be reported to the Internal Revenue Service as income of Purchaser. Purchaser will provide the Title Company with a taxpayer identification number and will pay all income taxes due by reason of interest accrued on the Earnest Money Deposit.

      Section 4.9 Designation of Reporting Person . In order to assure compliance with the requirements of section 6045 of the Code, and any related reporting requirements of the Code, the parties hereto agree as follows:

          (a) The Title Company (for purposes of this Section 4.9, the “Reporting Person” ), by its execution hereof, hereby assumes all responsibilities for information reporting required under section 6045(e) of the Code.

          (b) Seller and Purchaser each hereby agree:

          (i) to provide to the Reporting Person all information and certifications regarding such party, as reasonably requested by the Reporting Person or otherwise required to be provided by a party to the transaction described herein under section 6045 of the Code; and

          (ii) to provide to the Reporting Person such party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct.

          (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which Closing occurred, and to produce it to the Internal Revenue Service upon a valid request therefor.

          (d) The addresses for Seller and Purchaser are as set forth in Section 14.1 hereof, and the real estate subject to the transfer provided for in this Agreement is described in Exhibit A .

          (e) The provisions of this Section 4.9 shall survive the Closing.

ARTICLE V
INSPECTION OF PROPERTY

      Section 5.1 Entry and Inspection . Prior to the Closing, Purchaser shall have inspected and investigated the Property as it deemed necessary. Purchaser shall have the right to (or to permit any potential lender, investor or third party purchaser to) inspect the Property provided Purchaser (or any such person or entity) executes an Inspection Agreement substantially in the form attached hereto as Exhibit E . Purchaser shall not have the right to terminate this Agreement pursuant to this Section 5.1 as the result of any inspections pursuant to this Section 5.1; however the foregoing shall not negate any of Purchaser’s termination rights provided in other sections of this Agreement.

      Section 5.2 Document Review .

          (a) Purchaser expressly acknowledges and confirms that, prior to the Closing, Purchaser and its authorized agents or representatives shall have reviewed, inspected, examined, analyzed, verified and photocopied, or had the opportunity to review, inspect, examine, analyze, verify and photocopy, at either the office of Seller, Seller’s property manager or at the Real Property, the documents made available or delivered to Purchaser or its representatives (collectively the “Documents” ). Purchaser shall not have the right to terminate this Agreement pursuant to this Section 5.2 as the result of any inspections pursuant to this Section 5.2; however the foregoing shall not negate any of Purchaser’s termination rights provided in other sections of this Agreement.

          (b) Purchaser acknowledges that some of the Documents may have been prepared by third parties and may have been prepared prior to Seller’s ownership of the Property. Purchaser hereby acknowledges that, except as expressly provided in Section 8.1 below (as limited by Section 16.1 of this Agreement), Seller has not made and does not make any representation or warranty regarding the truth, accuracy or completeness of the Documents or the sources thereof (whether prepared by Seller, Seller’s Affiliates or any other person or entity).

Except for any express representations or warranties of Seller contained in Section 8.1 below or in any of the Closing Documents, Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Documents and is providing the Documents solely as an accommodation to Purchaser.

      Section 5.3 Sale “As Is” . THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND PURCHASER, AND PURCHASER HAS CONDUCTED ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY AND THE DOCUMENTS. OTHER THAN THE SPECIFIC MATTERS REPRESENTED IN SECTION 8.1 HEREOF (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, WHICH EXCEPTIONS SHALL APPLY TO ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.5, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION, WARRANTY OR STATEMENT OF SELLER OR ANY OF SELLER’S AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS HAVE BEEN MADE EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND NEITHER IT NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY, STATEMENT OR ASSURANCE WHATSOEVER TO PURCHASER AND NO WARRANTIES, REPRESENTATIONS, STATEMENTS OR ASSURANCES OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN, OR UNKNOWN, OR LATENT, WITH RESPECT TO THE PROPERTY, (f) THE FINANCIAL CONDITION OR PROSPECTS OF THE PROPERTY OR THE TENANTS AND (g) THE COMPLIANCE OR LACK THEREOF OF THE PROPERTY WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH ALL FAULTS. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and the other types of interests contemplated to be sold hereunder, and that it is relying solely on the express representations and

warranties contained in Section 8.1 of this Agreement (as limited by Section 16.1 of this Agreement) the Closing Documents and its own expertise and that of Purchaser’s consultants in purchasing the Property. Prior to the Closing, Purchaser shall have conducted such inspections, investigations and other independent examinations of the Property and related matters as Purchaser deems necessary, including but not limited to the physical and environmental conditions thereof, and will rely upon same and not upon any statements of Seller (excluding the limited specific matters represented by Seller in Section 8.1 hereof, as limited by Section 16.1 of this Agreement, and the Closing Documents) or any of its Affiliates, or any of their respective partners, members, owners, officers, directors, employees, agents, representatives or attorneys. Purchaser acknowledges that all information obtained by Purchaser was obtained from a variety of sources and Seller will not be deemed to have represented or warranted the completeness, truth or accuracy of any of the Documents or other such information heretofore or hereafter furnished to Purchaser except as expressly stated in Section 8.1 of this Agreement (as limited by Section 16.1 of this Agreement) or in the Closing Documents. Subject to the express representations and warranties contained in Section 8.1 of this Agreement (as limited by Section 16.1 of this Agreement), or in the Closing Documents, upon Closing, Purchaser shall accept the Property subject to adverse matters, including, but not limited to, adverse physical and environmental conditions, which may not have been revealed by Purchaser’s inspections and investigations. Purchaser acknowledges and agrees that upon Closing, except as expressly set forth in Section 8.1 (as limited by Section 16.1 of this Agreement) and in the Closing Documents, Seller will sell and convey to Purchaser, and Purchaser will accept the Property, “AS IS, WHERE IS,” with all faults. Purchaser further acknowledges and agrees that there are no oral agreements, warranties or representations, collateral to or affecting the Property, by Seller, any Affiliate of Seller, any agent of Seller or its Affiliates or any third party. Seller is not liable or bound in any manner by any oral or written statements, representations or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or other person, except as expressly set forth in Section 8.1 (as limited by Section 16.1 of this Agreement) and in the Closing Documents. Purchaser acknowledges that the Purchase Price reflects the “AS IS, WHERE IS” nature of this sale, and except as expressly set forth in Section 8.1 (as limited by Section 16.1 of this Agreement) and in the Closing Documents, includes any faults, liabilities, defects or other adverse matters that may be associated with the Property. Purchaser, with Purchaser’s counsel, has fully reviewed the disclaimers and waivers set forth in this Agreement, and understands the significance and effect thereof. Purchaser acknowledges and agrees that the disclaimers and other agreements set forth herein are an integral part of this Agreement, and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price without the disclaimer and other agreements set forth in this Agreement. The terms and conditions of this Section 5.3 will expressly survive the Closing without limitation and will not merge with the provisions of any Closing Documents.

      Section 5.4 Purchaser’s Release of Seller .

          (a) Seller Released From Liability . Subject to the terms of Sections 5.4(b) and (c) below, Purchaser, on behalf of itself and its Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons, hereby releases Seller and Seller’s Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons (collectively, the “Seller Released Parties” ) from any and all liability, responsibility, claims, damages, losses and expenses arising

out of or related to the condition (including the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, except to the extent that such responsibility or liability is the result of the material inaccuracy (if any) of Seller’s representation under Section 8.1 hereof (as limited by Section 16.1 of this Agreement). Without limiting the foregoing, but subject to Sections 5.4(b) and (c) below, Purchaser, on behalf of itself and its Affiliates, and their respective partners, members, owners, officers, directors, agents, representatives and controlling persons, specifically releases the Seller Released Parties from any and all responsibility, claims, damages, losses and expenses Purchaser may have against any of the Seller Released Parties now or in the future arising from the environmental condition of the Property or the presence of Hazardous Substances or contamination on or emanating from the Property. The foregoing waivers and releases by Purchaser shall survive, without limitation, either (i) the Closing and shall not be deemed merged into the provisions of any Closing Documents or (ii) any termination of this Agreement.

          (b) Limitation on Release and Waiver . Notwithstanding the provisions of Section 5.3 above or this Section 5.4, the releases and waivers and other matters set forth herein shall not, however, relieve Seller of its liability for: (i) any breach of any express representation or warranty of Seller contained in Section 8.1 of this Agreement (subject to the limitations of Section 16.1 of this Agreement) or in any of the Closing Documents; or (ii) any breach by Seller of its covenants or agreements contained in this Agreement which are Closing Surviving Obligations.

          (c) No Limitation . Nothing contained in this Agreement shall be construed to limit Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a third party (which is not an Affiliate of Purchaser) relating to claims that arose or accrued during the period Seller owned the Property.

          (d) Survival . The provisions of this Section 5.4 shall survive the Closing and shall not be deemed merged into the Closing Documents.

ARTICLE VI
TITLE AND SURVEY MATTERS

      Section 6.1 Survey . Prior to the execution and delivery of this Agreement, Seller has delivered to Purchaser a copy of that certain survey of the Real Property, dated November 2, 2005, prepared by James, Schaeffer & Schimming (the “Existing Survey” ). Seller shall have no obligation to obtain any modification, update or recertification of the Existing Survey.

      Section 6.2 Title Commitment .

          (a) Prior to the execution and delivery hereof, Purchaser has caused the Title Company to furnish to Purchaser a preliminary title report or title commitment dated March 7, 2006 (the “Commitment” ), by the terms of which the Title Company agrees to issue

to Purchaser at Closing an owner’s policy of title insurance (the “Title Policy” ) in the amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage, Standard Form Rev. 10/17/92 (as amended to date), insuring Purchaser’s fee simple title to the Real Property to be good and indefeasible, subject to the terms of such policy and the exceptions described therein. The Commitment (including all endorsements) is attached to this Agreement as Exhibit L . As a condition to Purchaser’s obligation to close, the Title Company shall deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording of the Deed, in the amount of the Purchase Price insuring Purchaser as owner of fee simple title to the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing, the Title Policy may be delivered after Closing if at the Closing the Title Company issues a currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date.

          (b) Purchaser may, at or prior to Closing, notify Seller in writing (the “ Gap Notice ”) of any objections to title (i) raised by the Title Company between the Effective Date and the Closing, and (ii) not disclosed by the Title Company or otherwise known to Purchaser prior to the Effective Date provided the Purchaser must deliver a notice of objections to Seller on or before the date that is five (5) days following Purchaser’s receipt of such supplement or update and Purchaser shall have the right to extend the Closing Date to the extent such receipt is within five (5) days of the original Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before such date, Purchaser will be deemed to have waived any objection to the new exceptions, and the new exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(d). Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five (5) days following such period for Purchaser’s response), within which time Seller may, but is under no obligation to remove the objectionable new exceptions except as provided for in Section 6.2(d) below. If, within the ten (10) day period, Seller does not remove the objectionable new exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five (5) days following expiration of the ten (10) day cure period. If Purchaser terminates this Agreement, the Earnest Money Deposit will be promptly returned to Purchaser, and the parties shall be released from all further obligations under this Agreement. If Purchaser fails to terminate this Agreement in the manner set forth above, the new exceptions (except those Seller has removed or is obligated by Section 6.2(d) below to remove) will be included as Permitted Exceptions.

          (c) The term “Permitted Exceptions” means:

          (i) those matters noted in Schedule B to the Commitment, Items 1 (only with respect to taxes which are not yet due and payable), 5-13, and 15-17; and

          (ii) those matters noted in any supplement or update to the Commitment that either are not timely objected to in writing in the Gap Notice, or if timely objected to in writing by Purchaser, are those which Seller has elected (or is deemed to have elected) not to remove or cure or has been unable to remove or cure prior to the expiration of the Cure Period, and subject to which Purchaser has elected or is deemed to have elected to accept the conveyance of the Property (excluding those items in Section 6.2(d) which Seller is obligated to cure).

          (d) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be obligated to cure exceptions to title to the Real Property and Improvements relating to (i) liens and security interests securing any loan to Seller, (ii) any other liens or security interests created by documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes and assessments for the current calendar year, and (iii) any matters resulting from Seller’s breach of Section 7.1(h) below.

ARTICLE VII
INTERIM OPERATING COVENANTS AND ESTOPPELS

      Section 7.1 Interim Operating Covenants . Seller covenants to Purchaser that Seller will:

          (a) Operations . From the Effective Date until Closing, continue to operate, manage and maintain the Improvements in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Article IX of this Agreement.

          (b) Maintain Insurance . From the Effective Date until Closing, maintain fire and extended coverage insurance on the Improvements which is at least equivalent in all material respects to Seller’s insurance policies covering the Improvements as of the Effective Date (unless otherwise approved by Purchaser, which approval shall not be unreasonably withheld); provided, however, with respect to terrorism insurance only, Seller shall be obligated to maintain such terrorism insurance on the Improvements equivalent to the coverage in effect on the Effective Date only to the extent such coverage is available on commercially reasonable terms.

          (c) Personal Property . From the Effective Date until Closing, not transfer or remove any Personal Property from the Improvements except for the purpose of repair or replacement thereof. Any items of Personal Property replaced after the Effective Date will be installed prior to Closing and will be of substantially similar quality of the item of Personal Property being replaced.

          (d) Comply with Governmental Regulations . From the Effective Date until Closing, not knowingly take any action that Seller knows would result in a failure to comply in all material respects with all Governmental Regulations applicable to the Property, it being understood and agreed that prior to Closing, Seller will have the right to contest any such Governmental Regulations.

          (e) Tenant Leases . From the Effective Date until Closing, not enter into any new lease or any amendments, expansions or renewals of Tenant Leases without the prior written consent of Purchaser, which consent will be deemed given unless written objection thereto is given within two (2) Business Days after receipt of the relevant information. Furthermore, nothing herein shall be deemed to require Purchaser’s consent to any expansion or renewal which Seller, as landlord, is required to honor pursuant to any Tenant Lease.

          (f) Service Contracts . From the Effective Date until Closing, not enter into any service contract or any amendments to any existing service contracts unless Purchaser consents thereto in writing.

          (g) Notices . To the extent received by Seller, from the Effective Date until Closing, promptly deliver to Purchaser copies of written default notices, notices of lawsuits and notices of violations affecting the Property.

          (h) Encumbrances . From the Effective Date until Closing, Seller shall not voluntarily transfer, assign or otherwise encumber the Property or any interest therein or modify any of the Permitted Exceptions.

      Section 7.2 Estoppels .

          (a) It will be a condition to Purchaser’s obligation to close that Purchaser obtain from the Major Tenants and other Tenants leasing space which when added to the Major Tenants aggregates at least 80% of the aggregate square footage of the Improvements, executed estoppel certificates, with no material modifications from the estoppel certificate form attached hereto as Exhibit D-2 ; provided, however, (i) to the extent any Tenant Lease has a form estoppel attached, Purchaser will exercise commercially reasonable efforts to obtain an estoppel certificate for such Tenant in the form completed as provided below, or in a form as close thereto as reasonably possible, but in any event an estoppel certificate executed by a Tenant with the issues addressed in the form attached to its Tenant Lease in a manner consistent with such Tenant Lease shall satisfy the requirement of this Section 7.2(a), (ii) Purchaser will not unreasonably withhold approval of any estoppel certificate as modified by a Tenant and delivered to Purchaser, provided that the information included in such estoppel is not inconsistent with the Tenant Lease or the information included in the estoppel form completed for such Tenant pursuant to the below provisions of this Section 7.2(a) or such estoppel does not reveal any matters adverse to the Property or the landlord, and (iii) Purchaser shall not object to the deletion of any language which is italicized in Exhibit D-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit D-2 . In addition, simultaneously herewith Seller has delivered to Purchaser copies of estoppel certificates executed by Tenants within the four (4) months immediately prior to the Effective Date. If a Tenant executes an estoppel certificate in the form of its previously-executed estoppel, then, provided that the information included in such estoppel is updated through the date of the new estoppel and does not reveal any new matters adverse to the Property or the landlord, Purchaser shall not object to such estoppel. Within thirty (30) Business Days after the Effective Date, Seller will deliver to Purchaser completed forms of estoppel certificates, in the form attached hereto as Exhibit D-2 and containing the information contemplated thereby, for all Tenants. Within ten (10) Business Days following Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser believes to be appropriate to make the completed forms of estoppel certificates accurate and complete. Seller will make such changes to the extent Seller agrees such changes are appropriate, except that Seller will not be obligated to make any changes which request more expansive information than is contemplated by Exhibit D-2 . Notwithstanding anything contained herein to the contrary, in no event shall Purchaser’s failure to obtain the required number of acceptable estoppel certificates in accordance with the provisions of this

Section 7.2(a) constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and Purchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, (i) commercially reasonable efforts shall require only that Purchaser provide the completed estoppels to the Tenants timely and contact Tenants periodically to facilitate the process, and (ii) in no event shall commercially reasonable efforts require Purchaser to approve an estoppel which does not satisfy the requirements in this Section 7.2 or require that Purchaser pay money or other consideration or agree to any amendments to any Tenant Leases.

          (b) It will be a condition to Purchaser’s obligation to close that Purchaser obtain (i) an estoppel in the form attached hereto as Exhibit M-1 executed by the owner of the Westin Hotel, and (ii) an estoppel in the form attached hereto as Exhibit M-2 executed by the owner of the Westin Hotel (collectively, the “ Westin Estoppels ”); provided, however, Purchaser shall not object to the deletion of any language which is italicized in Exhibit M-1 or Exhibit M-2 and/or the addition of any language which is double-bracketed and bolded in Exhibit M-1 or Exhibit M-2 . In no event shall Purchaser’s failure to obtain the Westin Estoppels constitute a default by Purchaser under this Agreement unless Purchaser elects to not close as the result of such failure and Purchaser did not exercise commercially reasonable efforts to obtain such estoppels; however, (i) commercially reasonable efforts shall require only that Purchaser provide the estoppels to the owner of the Westin Hotel and to periodically contact such owner to facilitate the process, and (ii) in no event shall commercially reasonable efforts require Purchaser to accept an estoppel which indicates that Seller is in default or that is otherwise adverse to the Property or to the owner of the Property or require that Purchaser pay any money or other consideration or agree to any amendments to the easement.

          (c) Purchaser shall have the right to attempt to obtain an estoppel executed by the owner of the Phase II land; however, obtaining such estoppel shall not be a condition to Closing and the failure to obtain such estoppel shall not constitute a default by Purchaser under this Agreement.

      Section 7.3 Appraisals . Purchaser shall exercise diligent efforts to obtain, prior to April 12, 2006, two (2) appraisals of the Property ( “Appraisals" ). It shall be a condition to Closing that Purchaser obtain the Appraisals and that both Appraisals provide that the fair market value of the Property is equal to or greater than the Purchase Price. If the Appraisals are not obtained by April 12, 2006 or both Appraisals do not value the Property at an amount which is greater than or equal to the Purchase Price, then Purchaser shall have the right to terminate this Agreement by delivering to Seller notice and, if applicable, a copy of the Appraisal(s) which does not value the Property at the requisite amount on or prior to April 17, 2006, and the Earnest Money Deposit shall be returned to Purchaser. In no event shall Purchaser’s failure to obtain Appraisals indicating the fair market value of the Property as equal to or in excess of the Purchase Price constitute a default by Purchaser under this Agreement unless Purchaser elects not to close as the result of such failure and Purchaser did not exercise diligent efforts to obtain such Appraisals.

      Section 7.4 Cooperation with Purchaser’s Auditors and SEC Filing Requirements . Seller shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access to, such factual information as may be reasonably requested by

Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser’s auditor (Deloitte & Touche LLP or any successor auditor selected by Purchaser) to conduct an audit of the income statements of the Property for the year to date of the year in which the Closing occurs plus up to the three prior calendar years. Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees to provide, if requested by such auditor, historical financial statements for the Property, including income and balance sheet data for the Property, whether required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtainable by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (or its property manager or accountants) have maintained such information. The provisions set forth in this Section 7.4 shall survive Closing.

ARTICLE VIII
REPRESENTATIONS AND WARRANTIES

      Section 8.1 Seller’s Representations and Warranties . The representations and warranties of Seller set forth below in this Section 8.1 constitute the sole representations and warranties of Seller. If any such representations and warranties contained in this Section 8.1 are, or have become, not true and correct prior to Closing, then Seller shall not be in breach of this Agreement with respect thereto and Purchaser’s sole and exclusive remedy (Purchaser hereby waiving all other remedies it may have, whether at law or in equity or otherwise) with respect thereto shall be (i) to waive same and consummate the transaction contemplated in this Agreement or (ii) to terminate this Agreement by furnishing written notice thereof to the Seller on or prior to the Closing Date (in which event this Agreement shall terminate and neither party shall have any further rights or obligations under this Agreement (except with respect to the Termination Surviving Obligations) and the Earnest Money Deposit shall be disbursed to Purchaser in accordance with Section 4.5). Subject to the limitations set forth in Article XVI of this Agreement (including, without limitation, Seller’s right to disclose information to Purchaser contrary to such representations and warranties), Seller represents and warrants to Purchaser the following (which representations and warranties are made, subject to Section 16.1(b), as of the Effective Date and shall be deemed remade, subject to Section 16.1(b), as of the time immediately prior to Closing):

          (a) Status . Seller is a limited liability company duly organized and validly existing under the laws of the State of Delaware.

          (b) Authority . The execution and delivery of this Agreement and the performance of Seller’s obligations hereunder have been or will be duly authorized by all necessary action on the part of Seller, and this Agreement constitutes the legal, valid and binding

obligation of Seller, subject to equitable principles and principles governing creditors’ rights generally.

          (c) Suits and Proceedings . To Seller’s Knowledge as of the Effective Date, except as listed in Exhibit F , there are no legal actions, suits or similar proceedings pending and served, or threatened against Seller relating to the Property or Seller’s ownership or operation of the Property, which are not adequately covered by existing insurance or, if adversely determined, would materially adversely affect the value of the Property, the continued operations thereof or Seller’s ability to perform Seller’s obligations under this Agreement.

          (d) Non-Foreign Entity . Seller is not a “foreign person” or “foreign corporation” as those terms are defined in the Code (and the regulations promulgated thereunder).

          (e) Tenant Leases . As to the Tenant Leases,

          (A) the Tenant Leases, including, but without limitation, all modifications and amendments evidencing the Tenant Leases are accurately listed on Exhibit G , and there are no written leases or occupancy agreements affecting the Property or Improvements other than the Tenant Leases set forth on Exhibit G .

          (B) complete, true, and correct copies of all written Tenant Leases disclosed on Exhibit G , including all modifications and amendments thereof or thereto, have been made available to Purchaser at the Property;

          (C) except as disclosed on Exhibit G , which is attached to and made a part of this Agreement, Seller has not received written notice that it is in default in the performance of any covenant to be performed by the landlord under the Tenant Leases which has not been cured or that any tenant has any claims or offsets against Seller pursuant to the Tenant Leases; and

          (D) except as disclosed on Exhibit G , which is attached to and made a part of this Agreement, no tenant is in monetary default under its Tenant Lease and to Seller’s knowledge no tenant is otherwise in default in any material respect under its Tenant Lease.

          (f) Service Contracts . To Seller’s Knowledge, there are no service contracts under which Seller is currently paying for services rendered in connection with the Property except as listed on Exhibit C .

          (g) No Violations . To Seller’s Knowledge, Seller has not received prior to the Effective Date any written notification from an Authority (i) that the Real Property and Improvements are in violation of any applicable fire, health, building, use, occupancy or zoning laws or (ii) that any work is required to be done to the Real Property and Improvements by Seller to comply with applicable laws and regulations where such work remains outstanding and, if unaddressed, would have a material adverse affect on the Property or use of the Property as currently operated.

          (h) Tax Appeals . Except as set forth on Exhibit N , there are no pending property tax assessment appeals, tax protests, tax abatement proceedings or real estate tax appeals relating to the Property which have been filed by Seller, or, to Seller’s knowledge any refunds of real estate property tax or service payment in lieu of taxes owed with respect to the Property and Seller has not received any notice of an intention to create an assessment against the Property.

          (i) Leasing Commissions . Except as set forth on Exhibit C there are no outstanding leasing commissions owed for the base existing terms (excluding unexercised renewals, expansions or extensions) of Tenant Leases. Seller is not a party to any leasing brokerage agreements for which Purchaser would be responsible after Closing except for those listed on Exhibit C .

      Section 8.2 Purchaser’s Representations and Warranties . Purchaser represents and warrants to Seller the following (which representations and warranties are made as of the Effective Date and shall be deemed remade as of Closing):

          (a) Status . Purchaser is a limited partnership duly organized and validly existing under the laws of the State of Delaware.

          (b) Authority . The execution and delivery of this Agreement and the performance of Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of Purchaser and its constituent owners and/or beneficiaries and this Agreement constitutes the legal, valid and binding obligation of Purchaser, subject to equitable principles and principles governing creditors’ rights generally.

          (c) Non-Contravention . The execution and delivery of this Agreement by Purchaser and the consummation by Purchaser of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation or ruling of any court or Authority or conflict with, result in a breach of, or constitute a default under the organizational documents of Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or any lease or other material agreement or instrument to which Purchaser is a party or by which it is bound.

          (d) Consents . No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained or will be obtained on or prior to the Closing Date) in connection with the execution and delivery of this Agreement by Purchaser or the performance by Purchaser of the transactions contemplated hereby.

ARTICLE IX
CONDEMNATION AND CASUALTY

      Section 9.1 Significant Casualty . If, prior to the Closing Date, all or a Significant Portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty, Seller will notify Purchaser of such casualty. Purchaser will have the option to terminate this Agreement upon notice to Seller given not later than the earlier to occur of (x) the Closing Date or (y) ten (10) days after receipt of Seller’s notice. If this Agreement is terminated,

the Earnest Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.5 and thereafter neither Seller nor Purchaser will have any further rights or obligations to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser does not elect to terminate this Agreement, Seller will not be obligated to repair such damage or destruction but (a) Seller will assign and turn over to Purchaser all of the insurance proceeds paid to Seller (or, if such proceeds have not been awarded, any and all of Seller’s right, title and interest therein), net of reasonable collection costs and costs incurred by Seller to restore the Property, with respect to such fire or other casualty, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser will receive a credit for the lesser of (i) any insurance deductible amount or (ii) the cost of such repairs (other than repairs which are the responsibility of Tenants under Tenant Leases) as reasonably estimated by Seller and Purchaser.

      Section 9.2 Casualty of Less Than a Significant Portion . If less than a Significant Portion of the Real Property and/or Improvements is damaged as aforesaid, Purchaser shall not have the right to terminate this Agreement and Seller will not be obligated to repair such damage or destruction but (a) Seller will assign and turn over to Purchaser all of the insurance proceeds paid to Seller (or, if such proceeds have not been awarded, any and all of its right, title and interest therein), net of reasonable collection costs and costs incurred by Seller to restore the Property, with respect to such fire or other casualty, and (b) the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price, except that, Purchaser will receive a credit for the lesser of (i) any insurance deductible amount or (ii) the cost of such repairs (other than repairs which are the responsibility of Tenants under Tenant Leases) as reasonably estimated by Seller and Purchaser.

      Section 9.3 Condemnation of Property . In the event of condemnation or sale in lieu of condemnation of all or any portion of the Real Property and/or Improvements prior to the Closing, Purchaser will have the option, by providing Seller written notice prior to the earlier of (x) the Closing Date or (y) ten (10) days after receipt of Seller’s notice of such condemnation or sale, of terminating Purchaser’s obligations under this Agreement or electing to have this Agreement remain in full force and effect. In the event Purchaser does not terminate this Agreement pursuant to the preceding sentence, Seller will assign to Purchaser any and all claims for the proceeds of such condemnation or sale to the extent the same are applicable to the Real Property and/or Improvements, net of reasonable collection costs and costs incurred by Seller to restore the Property, and Purchaser will take title to the Property with the assignment of such proceeds and subject to such condemnation and without reduction of the Purchase Price. Should Purchaser elect to terminate Purchaser’s obligations under this Agreement under the provisions of this Section 9.3, the Earnest Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section 4.5, and neither Seller nor Purchaser will have any further obligation under this Agreement except for the Termination Surviving Obligations. Notwithstanding anything to the contrary herein, if any eminent domain or condemnation proceeding is instituted (or notice of same is given) solely for the taking of any subsurface rights for utility easements or for any right-of-way easement, and the surface may, after such taking, be used in substantially the same manner as though such rights have not been taken, Purchaser will not be entitled to terminate this Agreement as to any part of the Property, but any award resulting therefrom will be assigned to Purchaser at Closing and will be the exclusive property of Purchaser upon Closing.

ARTICLE X
CLOSING

      Section 10.1 Closing .

          (a) The Closing of the sale of the Property by Seller to Purchaser will occur on the Closing Date through the escrow established with the Title Company. At Closing, the events set forth in this Article X will occur (provided that the parties hereby acknowledge and agree that the actual recording of the Deed may occur following Closing, provided that the Title Company complies with Section 6.2 with respect to issuance of a Title Policy), it being understood that the performance or tender of performance of all matters set forth in this Article X are mutually concurrent conditions which may be waived by the party for whose benefit they are intended.

      Section 10.2 Purchaser’s Closing Obligations . At or before the Deposit Time, Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.3, for delivery to Seller at Closing as provided herein:

          (a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;

          (b) Four (4) execution counterparts of the General Conveyance, Bill of Sale, and Assignment and Assumption substantially in the form attached hereto as Exhibit J (the “General Conveyance” ) duly executed by Purchaser;

          (c) Evidence reasonably satisfactory to Seller that the person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so;

          (d) The Tenant Notice Letters, duly executed by Purchaser;

          (e) A counterpart of an ALTA Statement in the form attached hereto as Exhibit O (the “ALTA Statement” );

          (f) A counterpart of any required State, County or Municipal transfer declaration forms; and

          (g) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

      Section 10.3 Seller’s Closing Obligations . At or before the Deposit Time, Seller, at its sole cost and expense, will deliver (y) the following items (a), (b), (c), (d), (e), (f), (g), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.3, and (z) upon receipt of the Purchase Price, Seller shall deliver the following items (h), (i) and (j) to Purchaser at the Improvements:

          (a) A deed substantially in the form attached hereto as Exhibit K (the “Deed” ), duly executed and acknowledged by Seller conveying to Purchaser the Real Property

and the Improvements subject only to the Permitted Exceptions, which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records;

          (b) Four (4) execution counterparts of the General Conveyance duly executed by Seller;

          (c) Evidence reasonably satisfactory to Title Company and Purchaser that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so;

          (d) A certificate in the form attached hereto as Exhibit I ( “Certificate as to Foreign Status” ) duly executed by Seller certifying that Seller is not a “foreign person” as defined in section 1445 of the Code;

          (e) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then Seller shall deliver at Closing the original letter(s) of credit and such documentation required to be executed by Seller to enable the letter(s) of credit to be assigned to Purchaser upon approval thereof by the issuer of the letter(s) of credit;

          (f) Either a Certificate issued by the Illinois Department