PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement

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COGDELL SPENCER INC. | LHRET INDIANAPOLIS, LLC | COGDELL SPENCER LP

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Title: PURCHASE AND SALE AGREEMENT
Date: 5/15/2006
Industry: Real Estate Operations Law Firm: Mayer Brown;Moore & Van Allen PLLC Sector: Services

EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

by and between

LHRET INDIANAPOLIS, LLC
a Delaware limited liability company

and

COGDELL SPENCER LP,
a Delaware limited partnership

Property Name: Methodist Professional Center
Location: 1801 North Senate Boulevard
Indianapolis, Indiana

Effective Date: December 13, 2005

TABLE OF CONTENTS


	Page
ARTICLE 1 - CERTAIN DEFINITIONS		1
ARTICLE 2 - SALE OF PROPERTY		8
ARTICLE 3 - PURCHASE PRICE		9
3.1 Earnest Money Deposit		9
3.1.1 Payment of Deposit		9
3.1.2 Applicable Terms; Failure to Make Deposit		9
3.2 Cash at Closing		9
ARTICLE 4 - TITLE MATTERS		9
4.1 Title to Real Property		9
4.2 Title Defects		10
4.2.1 Buyer’s Objections to Title; Seller’s Obligations and Rights		10
4.2.2 No New Exceptions		11
4.3 Title Insurance		11
ARTICLE 5 - BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY		11
5.1 Buyer’s Due Diligence		11
5.1.1 Access to Documents and the Property		11
5.1.2 Limit on Government Contacts		12
5.2 As-Is Sale		12
5.3 Termination of Agreement During Due Diligence Period		13
5.4 Buyer’s Certificate		13
ARTICLE 6 - ADJUSTMENTS AND PRORATIONS		14
6.1 Lease Rentals and Other Revenues		14
6.1.1 Rents		14
6.1.2 Other Revenues		15
6.2 Reimbursable Lease Expenses		15
6.3 Real Estate and Personal Property Taxes		15
6.3.1 Proration of Ad Valorem Taxes		15
6.3.2 Insufficient Information		16
6.3.3 Special Assessments		16
6.3.4 Tenant Reimbursements		16
6.3.5 Reassessment		17
6.4 Other Property Operating Expenses		17
6.5 Closing Costs		17
6.6 Cash Security Deposits		18
6.7 Apportionment Credit		18
6.8 Delayed Adjustment; Delivery of Operating and Other Financial Statements		18
ARTICLE 7 - CLOSING		18
7.1 Closing Date		18
7.2 Title Transfer and Payment of Purchase Price		19
7.3 Seller’s Closing Deliveries		19
7.4 Buyer’s Closing Deliveries		21
ARTICLE 8 - CONDITIONS TO CLOSING		22

TABLE OF CONTENTS


	Page
8.1 Conditions to Seller’s Obligations		22
8.2 Conditions to Buyer’s Obligations		22
8.3 Waiver of Failure of Conditions Precedent		23
8.4 Approvals not a Condition to Buyer’s Performance		23
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES		24
9.1 Buyer’s Representations		24
9.1.1 Buyer’s Authorization		24
9.1.2 Buyer’s Financial Condition		24
9.2 Seller’s Representations		24
9.2.1 Seller’s Authorization		24
9.2.2 Seller’s Knowledge Representations		25
9.3 General Provisions		27
9.3.1 No Representation as to Leases		27
9.3.2 Seller’s Warranties Deemed Modified		27
9.3.3 Breach of Seller’s Warranties prior to Closing		28
9.3.4 Survival; Limitation on Seller’s Liability		29
ARTICLE 10 - COVENANTS		29
10.1 Buyer’s Covenants		29
10.1.1 Confidentiality		29
10.1.2 Buyer’s Indemnity		30
10.2 Seller’s Covenants		30
10.2.1 Contracts		30
10.2.2 Maintenance of Property		31
10.3 Mutual Covenants		32
10.3.1 Publicity		32
10.3.2 Brokers		32
10.3.3 Tax Protests; Tax Refunds and Credits		33
10.3.4 Survival		33
ARTICLE 11 - FAILURE OF CONDITIONS		34
11.1 To Seller’s Obligations		34
11.2 To Buyer’s Obligations		34
ARTICLE 12 - CONDEMNATION/CASUALTY		34
12.1 Right to Terminate		34
12.2 Allocation of Proceeds and Awards		35
12.3 Insurance		35
12.4 Waiver		35
ARTICLE 13 - ESCROW PROVISIONS		35
ARTICLE 14 - LEASING MATTERS		37
14.1 New Leases; Lease Modifications		37
14.2 Lease Enforcement		38
14.3 Lease Expenses		38
ARTICLE 15 - MISCELLANEOUS		38
15.1 Buyer’s Assignment		38
15.2 Designation Agreement		38
15.3 Survival/Merger		39
15.4 Integration; Waiver		39

TABLE OF CONTENTS


	Page
15.5 Governing Law		39
15.6 Captions Not Binding; Exhibits		40
15.7 Binding Effect		40
15.8 Severability		40
15.9 Notices		40
15.10 Counterparts		42
15.11 No Recordation		42
15.12 Additional Agreements; Further Assurances		42
15.13 Construction		42
15.14 Maximum Aggregate Liability		44
15.15 Time of Essence		45
15.16 WAIVER OF JURY TRIAL		45
15.17 Facsimile Signatures		45

iii

EXHIBITS


Exhibit A		Legal Description
Exhibit B		List of Contracts
Exhibit C		Form of As-Is Certificate and Agreement
Exhibit D		Form of Deed
Exhibit E		Form of Bill of Sale
Exhibit F		Form of Assignment of Leases
Exhibit G		Form of Assignment of Intangible Property
Exhibit H		Form of Notice to Tenants
Exhibit I		Form of FIRPTA Affidavit
Exhibit J		Form of Assignment of Ground Leases
Exhibit K-1		Form of Title Affidavit
Exhibit K-2		Form of Gap Indemnity
Exhibit L		Specified Documents
Exhibit M		Form of Tenant Estoppel Certificate
Exhibit N		Notices of Litigation, Contract Defaults and Governmental Violations
Exhibit O		Current Rent Roll

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is made to be effective as of December 13, 2005, by and between LHRET INDIANAPOLIS, LLC, a Delaware limited liability company (“ Seller ”), and COGDELL SPENCER LP , a Delaware limited partnership (“ Buyer ”).

W I T N E S S E T H:

In consideration of the mutual covenants and agreements set forth herein the parties hereto do hereby agree as follows:

ARTICLE 1 — CERTAIN DEFINITIONS

As used herein, the following terms shall have the following meanings:

“ Associates LLC ” shall mean Methodist Associates LLC (successor to Methodist Associates, Ltd. by assignment recorded in the Office of the Recorder of Marion County, Indiana as Instrument No. 95-42028).

“ Building Access Agreement ” shall mean that certain Building Penetration, Improvement and Access Agreement dated as of February 1, 2003, by and between Clarian and LHT.

“ business day ” shall mean any day other than Saturday, Sunday, any Federal holiday, or any holiday in the State in which the Property is located. If any period expires on a day which is not a business day or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day which is not a business day, such period shall expire or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding business day.

“ Buyer’s Broker ” None.

“ Buyer’s Reports ” shall mean the results of any examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations prepared by or for or otherwise obtained by any Buyer’s Representatives in connection with Buyer’s Due Diligence.

“ Buyer’s Representatives ” shall mean Buyer, any direct or indirect owner of any general partnership interest in Buyer, and any officers, directors, employees, agents, representatives and attorneys of Buyer or any such direct or indirect owner of any general partnership interest in Buyer.

“ Clarian ” shall mean Clarian Health Partners, Inc., an Indiana not-for-profit corporation.

“ Clarian Ground Lease ” shall mean, that certain Lease, dated as of January 1, 1997, by and between Methodist and Clarian.

“ Closing ” shall mean the closing of the Transaction.

“ Closing Date ” shall mean February 14, 2006, as the same may be extended pursuant to the express terms of this Agreement or otherwise agreed in writing between Seller and Buyer.

“ Closing Documents ” shall mean all documents and instruments executed and delivered by Buyer or Seller pursuant to the terms of this Agreement or otherwise in connection with the Transaction or this Agreement, including, without limitation, the documents and instruments required pursuant to the terms of Article 7 .

“ Closing Tax Year ” shall mean the Tax Year in which the Closing Date occurs.

“ Commencement Date ” shall mean December 13, 2005.

“ Confidential Materials ” shall mean any books, computer software, records or files (whether in a printed or electronic format) that consist of or contain any of the following: appraisals; budgets (other than the budget for the calendar year in which the Closing occurs); strategic plans for the Real Property; internal analyses; information regarding the marketing of the Property for sale; submissions relating to obtaining internal authorization for the sale of the Property by Seller or any direct or indirect owner of any beneficial interest in Seller; attorney and accountant work product; attorney-client privileged documents; internal correspondence of Seller, any direct or indirect owner of any beneficial interest in Seller, or any of their respective affiliates and correspondence between or among such parties; or other information in the possession or control of Seller, Seller’s property manager or any direct or indirect owner of any beneficial interest in Seller which such party deems proprietary or confidential.

“ Contracts ” shall mean all service, supply, maintenance, utility and commission agreements, all equipment leases, and all other contracts, subcontracts and agreements relating to the Real Property and the Personal Property (including all contracts, subcontracts and agreements relating to the construction of any unfinished tenant improvements) that are described in Exhibit B attached hereto and incorporated herein by this reference, together with any additional contracts, subcontracts and agreements entered into in accordance with the terms of Subsection 10.2.1 hereof and as the same may be modified or terminated in accordance with the terms of Subsection 10.2.1 .

“ deemed to know ” (or words of similar import) shall have the following meaning:

(a)

Buyer shall be “ deemed to know ” of the existence of a fact or circumstance to the extent that:

	(i)		any Buyer’s Representative knows of such fact or circumstance, or

	(ii)		such fact or circumstance is disclosed by this Agreement, the Closing Documents executed by Seller, the Documents, any estoppel certificate executed by any tenant of the Property and delivered to any Buyer’s Representatives, or any Buyer’s Reports.

(b)

Buyer shall be “ deemed to know ” that any Seller’s Warranty is untrue, inaccurate or incorrect to the extent that:

	(i)		any Buyer’s Representative has knowledge of information which is inconsistent with such Seller’s Warranty, or

	(ii)		this Agreement, the Closing Documents executed by Seller, the Documents, any estoppel certificate executed by any tenant of the Property and delivered to any Buyer’s Representatives, or any Buyer’s Reports contains information which is inconsistent with such Seller’s Warranty.

“ Deposit ” shall mean the sum of One Million and No/100 Dollars ($1,000,000.00), to the extent the same is deposited by Buyer in accordance with the terms of Section 3.1 hereof, together with any interest earned thereon.

“ Designated Representatives ” shall mean Joseph G. Kurzydym, Thomas Czerniak and Kevin Geraghty.

“ Documents ” shall mean the documents and instruments applicable to the Property or any portion thereof that any of the Seller Parties deliver or make available to any Buyer’s Representatives prior to Closing or which are otherwise obtained by any Buyer’s Representatives prior to Closing, including, but not limited to, the Title Commitment, the Survey, the Title Documents, and the Property Documents.

“ Due Diligence ” shall mean examinations, inspections, investigations, tests, studies, analyses, appraisals, evaluations and/or investigations with respect to the Property, the Documents, and other information and documents regarding the Property, including, without limitation, examination and review of title matters, applicable land use and zoning Laws and other Laws applicable to the Property, the physical condition of the Property, and the economic status of the Property.

“ Due Diligence Period ” shall mean the period commencing on the Commencement Date and expiring at 5:00 p.m. Eastern Time on January 18, 2006.

“ Escrow Agent ” shall mean First American Title Insurance, whose mailing address is 30 North LaSalle Street, Suite 310, Chicago, Illinois 60602, Attention: James McIntosh, in its capacity as escrow agent.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

Garage Ground Lease ” shall mean that certain Lease, dated June 9, 1994, by and between Methodist, as ground lessor and Associates LLC, as ground lessee, as amended by that certain First Amendment to Lease, dated June 15, 1999 by and between Methodist, Clarian, Associates LLC and LHT (successor to Associates LLC by assignment recorded in the Recorder’s Office as Instrument No. 99-117419), as further amended by that certain Second Amendment to Lease, dated as of December 11, 2003, by and between Methodist, Clarian and Seller (successor to LHT by assignment) and as further amended by the Building Access Agreement.

“ Ground Leases ” shall mean the Office Ground Lease and the Garage Ground Lease.

“ Ground Lessor ” shall mean, collectively, Methodist and Clarian.

“ Ground Lessor’s Consent ” shall have the meaning given to it in Section 8.2(e) hereof.

“ Hazardous Materials ” shall have the meaning given to it in the As-Is Certificate attached hereto as Exhibit C .

“ Improvements ” shall have the meaning given to it in the definition of Real Property.

“ Intangible Property ” shall mean, collectively, Seller’s interest in and to all of the following, if and only to the extent the same may be assigned or quitclaimed by Seller without any expense to Seller:

	(a)		the Contracts; and

	(b)		to the extent that the same are in effect as of the Closing Date, any licenses, permits and other written authorizations necessary for the use, operation or ownership of the Real Property; and

	(c)		any guaranties and warranties in effect with respect to any portion of the Real Property or the Personal Property as of the Closing Date; and

	(d)		the rights of Seller (if any) to the name “Methodist Professional Center” (it being acknowledged by Buyer that Seller does not have exclusive rights (and in fact may have no rights) to use such name and that Seller has not registered the same in any manner).

“ Land ” shall have the meaning given to it in the definition of Real Property.

“ Laws ” shall mean all municipal, county, State or Federal statutes, codes, ordinances, laws, rules or regulations.

“ Leases ” shall mean all leases for space tenants of the Improvements on the Closing Date (including, without limitation, all New Leases).

“ LHT ” shall mean LHT Indianapolis, LLC, a Delaware limited liability company.

“ Liabilities ” shall mean, collectively, any and all problems, conditions, losses, costs, damages, claims, liabilities, expenses, demands or obligations of any kind or nature whatsoever.

“ Major Casualty/Condemnation ” shall mean:

(a)

any condemnation or eminent domain proceedings that occurs after the date hereof, if and only if the portion of the Property that is the subject of such proceedings has a value in excess of One Million Dollars ($1,000,000), as reasonably determined by Buyer and Seller; and

(b)

any casualty that occurs after the date hereof, if and only if the portion of the Property that is damaged or destroyed has a cost of repair that is in excess of One Million Dollars ($1,000,000), as reasonably determined by Buyer and Seller.

“ Methodist ” shall mean, Methodist Health Group, Inc., f/k/a Methodist Hospital of Indiana, Inc., an Indiana not-for-profit corporation.

“ New Leases ” shall mean, collectively, any lease for space at the Property entered into between the Commencement Date and the Closing Date.

“ Office Ground Lease ” shall mean that certain Lease, dated August 19, 1983, by and between Methodist, as ground lessor and Associates LLC, as ground lessee, as amended by that certain First Amendment to Lease, dated September 1, 1985, by and between Methodist and Associates LLC, as further amended by that certain Second Amendment to Lease, dated June 15, 1999 by and between Methodist, Clarian, Associates LLC and LHT (successor to Associates LLC by assignment), as further amended by that certain Third Amendment to Lease, dated as of December 11, 2003, by and between Methodist, Clarian and Seller (successor to LHT by assignment) and as further amended by the Building Access Agreement.

“ Owner’s Title Policy ” shall mean an ALTA leasehold owner’s title insurance policy (or such other comparable form of title insurance policy as is available in the jurisdiction in which the Property is located), in the amount of the Purchase Price.

“ Permitted Exceptions ” shall mean and include all of the following: (a) applicable municipal or county zoning, any applicable building ordinances and land use regulations, (b) any deed, easement, restriction, covenant or other matter affecting title to the Property caused or created by Seller in accordance with the terms of Subsection 4.2.2 , (c) such state of facts as would be disclosed by a physical inspection of the Property, (d) the lien of taxes and assessments not yet due and payable, (e) any exceptions caused by any Buyer’s Representative, (f) such other exceptions as may be Removed from the Owner’s Title Policy, (g) the rights of the tenants under the Leases, (h) subject to Section 4.2.1(a) , any matters about which Buyer knows or is deemed to know on or prior to the expiration of the Due Diligence Period, (i) the Ground Leases and the Building Access Agreement and (j) any matters deemed to constitute additional Permitted Exceptions under Subsection 4.2.1 hereof. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions may be omitted by Seller in the Deed or the Assignment of Ground Leases (as defined in Subsection 7.3(a) and (b) , respectively) without giving rise to any liability of Seller, irrespective of any covenant or warranty of Seller that may be contained in the Deed or the Assignment of Ground Leases (which provisions shall survive the Closing and not be merged therein).

“ Personal Property ” shall mean, collectively, (a) all tangible personal property owned by Seller that is located on the Real Property and used in the ownership, operation and maintenance of the Real Property, and (b) all books, records and files of Seller relating to the Real Property or the Leases, but specifically excluding from the items described in both clauses (a) and (b) , any Confidential Materials and any computer software that is licensed to Seller.

“ Property ” shall mean, collectively, (a) the Real Property, (b) the Personal Property, (c) Seller’s interest as landlord in all Leases; and (d) the Intangible Property.

“ Property Documents ” shall mean, collectively, (a) the Ground Leases, (b) the Building Access Agreement, (c) the Leases, (d) the Contracts, and (e) any other documents or instruments which constitute, evidence or create any portion of the Property.

“ Prudential ” shall mean The Prudential Insurance Company of America, a New Jersey corporation, an investor in Lillibridge Healthcare Real Estate Trust, a Maryland real estate investment trust, which is the indirect parent company of Seller.

“ Purchase Price ” shall mean the sum of Thirty Nine Million Eight Hundred Sixty Four Thousand and No/100 Dollars ($39,864,000.00).

“ Real Property ” shall mean the ground leasehold interest in that certain parcel of real estate located in Indianapolis, Indiana and legally described in Exhibit A attached hereto and incorporated herein by this reference (the “ Land ”), together with all buildings, improvements and fixtures located thereon and owned by Seller as of the Closing Date (the “ Improvements ”) and all right, title and interest, if any, that Seller may have in and to all rights, privileges and appurtenances pertaining thereto including all of Seller’s right, title and interest, if any, in and to all rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto; provided , however , that in the event of any condemnation or casualty that occurs after the date hereof, the term “ Real Property ” shall not include any of the foregoing that is destroyed or taken as a result of any such condemnation proceeding, unless such destroyed or taken portion of the Property is restored or replaced prior to Closing.

“ Reimbursable Lease Expenses ” shall mean, collectively, any and all costs, expenses and fees paid by Seller prior to Closing or costs, expenses and fees incurred by Seller prior to Closing arising out of or in connection with (a) any extensions, renewals or expansions under any Lease exercised or granted between January 1, 2006 and the Closing Date, and (b) any New Lease; each to the extent either set forth in the ARGUS run provided by Seller to Buyer in conjunction with the Confidential Investment Memorandum or otherwise approved by Buyer in connection with its approval set forth in Section 14.1 hereof.

“ Remove ” with respect to any exception to title shall mean that Seller causes the Title Company to remove or affirmatively insure over the same as an exception to the Owner’s Title Policy for the benefit of Buyer, without any additional cost to Buyer, whether such removal or insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise.

“ Rents ” shall mean all base rents, percentage rents, additional rent and any tax and operating expense reimbursements and escalations due from the tenants of the Property under the Leases.

“ Required Exceptions ” shall mean, collectively, the following:

(a)

any Title Objections to the extent (and only to the extent) that the same (i) have not been caused by any Buyer’s Representatives, and (ii) constitute any of the following:

	(A)		liens evidencing monetary encumbrances (other than liens for general real estate taxes not yet due and payable) (“ Monetary Liens ”) that are created as a result of the intentional acts or omissions of Seller or its agents and affiliates; or

	(B)		liens or encumbrances other than Monetary Liens created by Seller or its agents and affiliates after the date of this Agreement in violation of Subsection 4.2.2 .

(b)

any exception to title that Seller has specifically agreed in writing to Remove pursuant to the terms of Section 4.2.1(b) .

“ Required Tenants ” shall mean, collectively, (a) each tenant occupying 7,000 or more rentable square feet (the “ Major Tenants ”); and (b) any combination of tenants other than Major Tenants such that, when combined with the Major Tenants, occupy at least eighty five percent (85%) of the rentable area leased under the Leases.

“ Seller-Allocated Amounts ” shall mean, collectively:

	(a)		with respect to any condemnation or eminent domain proceedings with respect to any portion of the Property that occurs after the date hereof, (i) the costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with obtaining payment of any award or proceeds in connection with any such condemnation or eminent domain proceedings, and (ii) any portion of any such award or proceeds that is allocable to loss of use of the Property prior to Closing; and

	(b)		with respect to any casualty to any portion of the Property that occurs after the date hereof, (i) the reasonable costs, expenses and fees, including reasonable attorneys’ fees, expenses and disbursements, incurred by Seller in connection with the negotiation and/or settlement of any casualty claim with an insurer with respect to the Property, (ii) the proceeds of any rental loss, business interruption or similar insurance that are allocable to the period prior to the Closing Date, and (iii) the reasonable and actual costs incurred by Seller in stabilizing the Property following a casualty.

“ Seller Parties ” shall mean and include, collectively, (a) Seller; (b) its counsel; (c) Seller’s Broker; (d) Seller’s property manager; (e) any direct or indirect owner of any beneficial interest in Seller; (f) any officer, director, employee, or agent of Seller, its counsel, Seller’s Broker, Seller’s property manager or any direct or indirect owner of any beneficial interest in Seller; and (g) any other entity or individual affiliated or related in any way to any of the foregoing.

“ Seller’s Broker ” – None.

“ Seller’s knowledge ” or words of similar import shall refer only to the actual knowledge of the Designated Representatives and shall not be construed to refer to the knowledge of any other Seller Party, or to impose or have imposed upon the Designated Representatives any duty to investigate the matters to which such knowledge, or the absence thereof, pertains, including, but not limited to, the contents of the files, documents and materials made available to or disclosed to Buyer or the contents of files maintained by the Designated Representatives. There shall be no personal liability on the part of the Designated Representatives arising out of any of the Seller’s Warranties.

“ Seller’s Warranties ” shall mean Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller for the benefit of Buyer in connection with the Closing, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

“ Survey ” shall mean a survey of the Property prepared by a surveyor licensed in the State in which the Property is located.

“ Tax Year ” shall mean the one (1) year period commencing on January 1 of each calendar year and ending on December 31 of such calendar year, being the real estate tax year for the county in which the Property is located.

“ Title Commitment ” shall mean a commitment to issue an owner’s policy of title insurance with respect to the Property issued by the Title Company.

“ Title Company ” shall mean First American Title Insurance Company.

“ Title Documents ” shall mean all documents referred to on Schedule B of the Title Commitment as exceptions to coverage.

“ Title Objections ” shall mean any exceptions to title to which Buyer is entitled and timely objects in accordance with the terms of Subsection 4.2.1(a) .

“ Transaction ” shall mean the transaction contemplated by this Agreement.

ARTICLE 2 — SALE OF PROPERTY

Seller agrees to sell, transfer and assign and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s right, title and interest in and to the Property.

ARTICLE 3 — PURCHASE PRICE

In consideration of the sale of the Property to Buyer, Buyer shall pay to Seller an amount equal to the Purchase Price, as prorated and adjusted as set forth in Article 6 , Section 7.2 , or as otherwise provided under this Agreement. The Purchase Price shall be paid as follows:

3.1

Earnest Money Deposit.

	3.1.1		Payment of Deposit . Upon the full and final execution of this Agreement and as a condition precedent to the effectiveness of this Agreement, Buyer shall pay one half (1/2) of the Deposit (i.e. $500,000) to Escrow Agent within three (3) business days following the Commencement Date. In addition, no later than the expiration of the Due Diligence Period (provided that this Agreement is not sooner terminated in accordance with the terms hereof), and as a condition to the continued effectiveness of this Agreement, Buyer shall pay the second one half (1/2) of the Deposit (i.e. $500,000) to Escrow Agent.

	3.1.2		Applicable Terms; Failure to Make Deposit . The Deposit shall be paid to Escrow Agent in immediately available funds. Except as expressly otherwise set forth herein, the Deposit shall be applied against the Purchase Price on the Closing Date and shall otherwise be held and delivered by Escrow Agent in accordance with the provisions of Article 13 . Notwithstanding any provision in this Agreement to the contrary, if Buyer fails to timely make the Deposit as provided herein, Buyer shall be deemed to have elected to terminate this Agreement and the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement.

3.2

Cash at Closing . On the Closing Date, Buyer shall (a) pay to Seller an amount equal to the balance of the Purchase Price in immediately available funds by wire transfer as more particularly set forth in Section 7.2 , as prorated and adjusted as set forth in Article 6 , Section 7.2 , or as otherwise provided under this Agreement, and (b) cause the Escrow Agent to simultaneously pay the Deposit to Seller in immediately available funds by wire transfer as more particularly set forth in Section 7.2 .

ARTICLE 4 — TITLE MATTERS

4.1

Title to Real Property . Seller shall use commercially reasonable efforts to obtain the Title Commitment, copies of all of the Title Documents as soon as reasonably practicable after the date hereof. Buyer acknowledges that Seller ordered the Title Commitment and copies of the Title Documents on December 6, 2005. Buyer shall use commercially reasonable efforts to obtain the Survey as soon as reasonably practicable after the date hereof. Seller shall notify Buyer when it receives any of the aforementioned documents and shall promptly furnish Buyer copies of the same. Buyer shall notify Seller when it receives the Survey and shall promptly furnish Seller a copy of the same.

4.2

Title Defects.

4.2.1

Buyer’s Objections to Title; Seller’s Obligations and Rights.

(a)

Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period,

			Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period so long as such objection is made by Buyer within five (5) business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions.

	(b)		To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller shall notify Buyer in writing within five (5) business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections. Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections, then, other than with respect to the Required Exceptions, within five (5) business days after Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price with respect thereto.

	(c)		If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Required Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove the same. If Seller is unable to Remove any Required Exceptions prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price or (c) to replace, without any increased cost to Seller, the Title Company with another nationally recognized title insurance company Q

			if the Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove.

	(d)		Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of the Removal of any exceptions to title.

4.2.2

No New Exceptions . From and after the date hereof, Seller shall not execute any deed, easement, restriction, covenant or other matter affecting title to the Property unless Buyer has received a copy thereof and has approved the same in writing. If Buyer fails to object in writing to any such proposed instrument within three (3) business days after receipt of the aforementioned notice, Buyer shall be deemed to have approved the proposed instrument if such three (3) business days ends on or prior to the expiration of the Due Diligence Period and Buyer shall be deemed to have disapproved the proposed instrument if such three (3) business days ends subsequent to the expiration of the Due Diligence Period. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such instrument that is proposed prior to the expiration of the Due Diligence Period. Buyer, in its sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such instrument that is proposed between the expiration of the Due Diligence Period and the Closing.

4.3

Title Insurance . At Closing, the Title Company shall issue the Owner’s Title Policy to Buyer, insuring that Buyer holds the ground leasehold interest in the Land and fee simple title to the Improvements subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to the Owner’s Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Transaction without reduction of or set off against the Purchase Price, and (c) the Closing shall not be delayed as a result of Buyer’s request.

ARTICLE 5 — BUYER’S DUE DILIGENCE/CONDITION OF THE PROPERTY

5.1

Buyer’s Due Diligence.

5.1.1

Access to Documents and the Property . Commencing on the Commencement Date and continuing to the Closing Date, Seller has and will continue to make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, on-site property files of Seller and Seller’s property manager (other than Confidential Materials). Within five (5) business days after the Commencement Date, Seller shall deliver to Buyer true and complete copies of the materials identified on Exhibit L attached to hereto (the “ Specified Documents ”). Failure of Seller to deliver all of the Specified Documents to Buyer within such five (5) business day period shall extend the Due Diligence Period by one (1) day for each day after the fifth (5th) business day following the Commencement Date until all

			of the Specified Documents are delivered to Buyer. In addition, commencing on the Commencement Date and continuing to the Closing Date, Seller has and will continue to allow Buyer’s Representatives access to the Property upon reasonable prior notice at reasonable times provided (a) such access does not unreasonably interfere with the operation of the Property or the rights of tenants; (b) Buyer shall coordinate with Seller and Seller’s property manager prior to and during each visit to the Property by any Buyer’s Representatives and representatives of Seller shall have the right to accompany Buyer’s Representatives during each such visit; (c) Buyer’s Representatives shall not contact any tenant, other than Clarian, Methodist and affiliates of Clarian and Methodist, without Seller’s prior written consent; (d) after the expiration of the Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Property prior to Closing; and (e) Seller or its designated representative shall have the right to pre-approve and be present during any physical testing of the Property. Buyer shall promptly return the Property to the condition existing prior to any tests and inspections. Prior to such time as any Buyer’s Representatives enter the Property, Buyer shall (i) obtain policies of general liability insurance which insure Buyer’s Representatives with liability insurance limits of not less than $1,000,000 combined single limit for personal injury and property damage and name Seller and Seller’s property manager as additional insureds and which are with such insurance companies, provide such coverages and carry such other limits as Seller shall reasonably require, and (ii) provide Seller with certificates of insurance evidencing that Buyer has obtained the aforementioned policies of insurance.

	5.1.2		Limit on Government Contacts . Notwithstanding any provision in this Agreement to the contrary, except in connection with the preparation of a so-called “Phase I” environmental report with respect to the Property, Buyer’s Representatives shall not contact any governmental official or representative regarding hazardous materials on or the environmental condition of the Property without Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed. In addition, if Seller’s consent is obtained by Buyer, Seller shall be entitled to receive at least five (5) days prior written notice of the intended contact and to have a representative present when any Buyer’s Representatives has any such contact with any governmental official or representative.

	5.1.3		Other Due Diligence Obligations of Buyer . All inspections by Buyer’s Representatives shall be at Buyer’s sole expense and shall be in accordance with applicable Laws, including without limitation, Laws relating to worker safety and the proper disposal of discarded materials. Buyer shall cause each of Buyer’s Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Due Diligence and the obligations of such parties hereunder.

	5.1.4		Waiver and Release . Buyer, for itself and all of the other Buyer’s Representatives, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or indirectly from access to, entrance upon, or inspection of the Property by Buyer’s Representatives.

5.2

As-Is Sale . Buyer acknowledges and agrees as follows:

	(a)		During the Due Diligence Period, Buyer has conducted, and shall continue to conduct, or has waived its right to conduct, such Due Diligence as Buyer has deemed or shall deem necessary or appropriate.

	(b)		Except for Seller’s Warranties, the Property shall be sold, and Buyer shall accept possession of the Property on the Closing Date, “AS IS, WHERE IS, WITH ALL FAULTS”, with no right of setoff or reduction in the Purchase Price.

	(c)		Except for Seller’s Warranties, none of the Seller Parties have or shall be deemed to have made any verbal or written representations, warranties, promises or guarantees (whether express, implied, statutory or otherwise) to Buyer with respect to the Property, any matter set forth, contained or addressed in the Documents (including, but not limited to, the accuracy and completeness thereof) or the results of Buyer’s Due Diligence.

	(d)		Buyer shall independently confirm to its satisfaction all information that it considers material to its purchase of the Property or the Transaction.

5.3

Termination of Agreement During Due Diligence Period . If Buyer, in its sole and absolute discretion, is not satisfied with the results of its Due Diligence during the Due Diligence Period, Buyer may terminate this Agreement by written notice to Seller at any time prior to the expiration of the Due Diligence Period, and, in the event of such termination, neither Seller nor Buyer shall have any liability hereunder except for those obligations which expressly survive the termination of this Agreement and Buyer shall be entitled to the return of the Deposit. In the event Buyer fails to terminate this Agreement prior to the expiration of the Due Diligence Period, Buyer shall be deemed to have waived its rights to terminate this Agreement in accordance with this Article 5 .

5.4

Buyer’s Certificate . Buyer shall deliver to Seller at the Closing, a certificate in the form of Exhibit C attached hereto and incorporated herein by this reference.

ARTICLE 6 — ADJUSTMENTS AND PRORATIONS

The following adjustments and prorations shall be made at Closing:

	6.1		Lease Rentals and Other Revenues.

	6.1.1		Rents . All collected Rents shall be prorated between Seller and Buyer as of the day prior to the Closing Date. Seller shall be entitled to all Rents attributable to any period to but not including the Closing Date. Buyer shall be entitled to all Rents attributable to any period on and after the Closing Date. Rents not collected as of the Closing Date shall not be prorated at the time of Closing.

	6.1.2		Other Revenues . Revenues from Property operations (other than Rents (which shall be prorated as provided in Subsection 6.1.1 ), security deposits (which will be apportioned as provided in Section 6.6 ), and pre-paid installments or other

			payments under Contracts) that are actually collected shall be prorated between Buyer and Seller as of 12:01 a.m. on the Closing Date. Seller shall be entitled to all such revenues attributable to any period to but not including the Closing Date and Buyer shall be entitled to all such revenues attributable to any period on and after the Closing Date.

	6.1.3		Post-Closing Collections . After Closing, Buyer shall make a good faith effort to collect any Rents or other revenues not collected as of the Closing Date on Seller’s behalf and to tender the same to Seller upon receipt; provided , however , that all Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the applicable Lease at the time of collection (i.e., current Rents and sums due Buyer as the current owner and landlord) with the balance (if any) payable to Seller, but only to the extent of amounts delinquent and actually due Seller. Buyer shall not have an exclusive right to collect the sums due Seller under the Leases or other revenue due Seller and Seller hereby retains its rights to pursue claims against any tenant under the Leases or other party for sums due with respect to periods prior to the Closing Date; provided , however , that with respect to any legal proceedings against any tenant under a Lease, Seller (a) shall be required to notify Buyer in writing of its intention to commence or pursue such legal proceedings; (b) shall only be permitted to commence or pursue any legal proceedings after the date which is three (3) months after Closing; and (c) shall not be permitted to commence or pursue any legal proceedings against any tenant seeking eviction of such tenant or the termination of the underlying Lease. The terms of this Section 6.1.3 shall survive the Closing and not be merged therein.

6.2

Reimbursable Lease Expenses . At Closing, Buyer shall reimburse Seller for the Reimbursable Lease Expenses to the extent required by the terms of Article 14 .

6.3 Real Estate and Personal Property Taxes.

6.3.1

Proration of Ad Valorem Taxes . Buyer and Seller shall only prorate ad valorem real estate and personal property taxes for the Property that are actually due and payable during Closing Tax Year, regardless of the year for which such taxes are assessed. As a result, if real estate or personal property taxes for the Property are paid in arrears (i.e., taxes paid during any Tax Year are assessed for or otherwise attributable to the previous Tax Year), there shall be no proration of real estate taxes assessed for or attributable to the Property for the Closing Tax Year (which would be due and payable during the following Tax Year). There shall be no proration of ad valorem real estate or personal property taxes other than as set forth hereinabove and, as between Buyer and Seller, Buyer agrees that it shall be solely responsible for all such ad valorem real estate and personal property taxes due and payable after the Closing. The proration of the ad valorem real estate and personal property taxes actually due and payable during the Closing Tax Year shall be calculated as follows:

(a)

Seller shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Closing Tax Year, multiplied

			by (ii) a fraction, the numerator of which shall be the number of days in the Closing Tax Year prior to the Closing Date, and the denominator of which shall be 365; and

	(b)		Buyer shall be responsible for that portion of such taxes equal to (i) the total such taxes due and payable during the Closing Tax Year, multiplied by (ii) a fraction, the numerator of which shall be the number of days in the Closing Tax Year subsequent to and including the Closing Date, and the denominator of which shall be 365.

			Seller shall be responsible for all deferred and rollback real estate taxes applicable to Seller’s period of ownership of the Property, if any, except for such taxes that are recoverable from tenants of the Property. For purposes of clarity, taxes assessed or imposed in calendar year 2005 but that are payable in calendar year 2006 shall not be considered deferred or rollback taxes of purposes of the foregoing.

	6.3.2		Insufficient Information . If, at Closing, the real estate and/or personal property tax rate and assessments have not been set for the taxes due and payable during the Closing Tax Year, then the proration of such taxes shall be based upon the 2006 Budgeted Taxes (as used in the Confidential Investment Description dated August 2, 2005) and such prorations shall be final.

	6.3.3		Special Assessments . Seller shall pay all installments of special assessments due and payable prior to the Closing Date and Buyer shall pay all installments of special assessments due and payable on and after the Closing Date; provided , however , that (a) if the owner of the Property has the election to pay any special assessment either immediately or under a payment plan with interest, Seller may elect to pay under a payment plan, which election shall be binding on Buyer; and (b) Seller shall not be required by the foregoing to pay any installments of special assessments which have not been confirmed or which relate to projects that have not been completed on the date hereof.

	6.3.4		Tenant Reimbursements . INTENTIONALLY DELETED

6.4

Other Property Operating Expenses . Operating expenses for the Property shall be prorated as of 12:01 a.m. on the Closing Date. Seller shall pay all utility charges and other operating expenses attributable to the Property to, but not including the Closing Date (except for those utility charges and operating expenses payable by tenants in accordance with the Leases) and Buyer shall pay all utility charges and other operating expenses attributable to the Property on or after the Closing Date. To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading and post-closing adjustments between Buyer and Seller shall be made within twenty (20) days of the date that actual consumption for such pre-closing period is determined, which obligation shall survive the Closing and not be merged therein. Seller shall not assign to Buyer any deposits which Seller has with any of the utility services or companies servicing the Property. Buyer shall arrange with such services and companies to have accounts opened in Buyer’s name beginning at 12:01 a.m. on the Closing Date.

6.5

Closing Costs . Buyer shall pay the following costs and expenses associated with the Transaction: (a) all premiums and charges of the Title Company for the endorsements to the Owner’s Title Policy (including endorsements), (b) the cost of the Survey (including any Survey costs incurred by Seller in anticipation of the sale of the Property), (c) all recording and filing charges in connection with the instrument by which Seller conveys the Property, (d) one-half of all escrow or closing fees charged by Escrow Agent, (e) the commission due Buyer’s Broker, if any, (f) all costs of Buyer’s Due Diligence, including fees due its consultants and attorneys, and (g) all lenders’ fees related to any financing to be obtained by Buyer. Seller shall pay the following costs and expenses associated with the Transaction: (i) all premium and charges of the Title Company for the Title Commitment and the base Owner’s Title Policy (exclusive of any endorsements), (ii) the commission due Seller’s Broker, if any, (iii) all fees due its attorneys, (iv) one-half of all escrow and closing fees charged by Escrow Agent and (v) all costs incurred in connection with causing the Title Company to Remove any Required Exceptions. The obligations of the parties under this Section 6.5 shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement. Buyer and Seller acknowledge that no transfer taxes are applicable to the transfer of the Property.

6.6

Cash Security Deposits . At Closing, Seller shall give Buyer a credit against the Purchase Price in the aggregate amount of any cash security deposits then held by Seller under the Leases less any administrative or similar charges to which Seller may be entitled under applicable Law.

6.7

Apportionment Credit . In the event the apportionments to be made at the Closing result in a credit balance (a) to Buyer, such sum shall be paid at the Closing by giving Buyer a credit against the Purchase Price in the amount of such credit balance, or (b) to Seller, Buyer shall pay the amount thereof to Seller at the Closing by wire transfer of immediately available funds to the account or accounts to be designated by Seller for the payment of the Purchase Price.

6.8

Delayed Adjustment; Delivery of Operating and Other Financial Statements . If at any time following the Closing Date, the amount of an item listed in any section of this Article 6 (other than Section 6.3 ) shall prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing) or otherwise require adjustment as a result of any year-end or periodic reconciliations of reimbursable operating expenses or tax payments by a tenant under a Lease (limited to calendar year 2005 adjustments only), the party owing money as a result of such error or adjustment shall promptly pay to the other party the sum necessary to correct such error or make such adjustment upon receipt of proof of the same, provided that such proof is received by the party from whom payment is to be made on or before one (1) year after Closing (such period being referred to herein as the “ Post Closing Adjustment Period ”). In order to enable Seller to determine whether any such delayed adjustment is necessary, Buyer shall provide to Seller, to the extent related to calendar year 2005 adjustments only, current operating and financial statements for the Property and copies of any correspondence and statements sent to tenants in connection with any such reconciliation promptly after the same are prepared, but, in any event, no later than the date one (1) month prior to the expiration of the Post-Closing Adjustment Period. The provisions of this Section 6.8 shall survive the Closing and not be merged therein.

ARTICLE 7 — CLOSING

Buyer and Seller hereby agree that the Transaction shall be consummated as follows:

7.1

Closing Date . Closing shall occur on the Closing Date. The parties shall endeavor to conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. If, however, either Buyer or Seller determines in good faith that such an escrow Closing is not practical, Buyer and Seller shall conduct a “pre-closing” at 10:00 a.m. Eastern Time on the last business day prior to the Closing Date at the offices of Seller’s attorney with title transfer and payment of the Purchase Price to be completed on the Closing Date as set forth in Section 7.2 . Time is of the essence with respect to the Closing.

7.2

Title Transfer and Payment of Purchase Price . Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the Property to Buyer upon confirmation of receipt of the Purchase Price by the Escrow Agent as set forth below. Provided all conditions precedent to Buyer’s obligations hereunder have been satisfied, Buyer agrees to pay the amount specified in Article 3 by timely delivering the same to the Escrow Agent no later than 11:00 a.m. Eastern Time on the Closing Date.

7.3

Seller’s Closing Deliveries . At Closing, Seller shall deliver or cause to be delivered the following:

	(a)		Deed . A deed in the form of Exhibit D attached hereto and incorporated herein by this reference (“ Deed ”) executed and acknowledged by Seller.

	(b)		Assignment of Ground Leases . An assignment and assumption of the Ground Leases, in the form of Exhibit J attached hereto and incorporated herein by this reference (“ Assignment of Ground Leases ”) executed by Seller.

	(c)		Bill of Sale . A bill of sale in the form of Exhibit E attached hereto and incorporated herein by this reference (“ Bill of Sale ”) executed by Seller.

	(d)		Assignment of Tenant Leases . An assignment and assumption of the Leases, in the form of Exhibit F attached hereto and incorporated herein by this reference (“ Assignment of Leases ”) executed by Seller.

	(e)		Assignment of Intangible Property . An assignment and assumption of the Intangible Property in the form of Exhibit G attached hereto and incorporated herein by this reference (“ Assignment of Intangible Property ”) executed by Seller.

	(f)		Notice to Tenants . A single form letter in the form of Exhibit H attached hereto and incorporated herein by this reference, executed by Seller, duplicate copies of which shall be sent by Buyer after Closing to each tenant under the Leases.

	(g)		Non-Foreign Status Affidavit . A non-foreign status affidavit in the form of Exhibit I attached hereto and incorporated herein by this reference, as required by Section 1445 of the Internal Revenue Code, executed by Seller.

	(h)		Evidence of Authority . Documentation to establish to the Title Company’s and Buyer’s counsel’s reasonable satisfaction the due authorization of Seller to execute this Agreement and the Closing Documents to be delivered by Seller and the consummation of the Transaction.

	(i)		Other Documents . A title affidavit in the form of Exhibit K-1 attached hereto and incorporated herein by this reference, a gap indemnity in the form of Exhibit K-2 attached hereto and incorporated herein by this reference, and such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the Transaction.

	(j)		Letters of Credit as Tenant Security Deposits . With respect to any security deposits which are letters of credit, Seller shall, if the same may be assigned or quitclaimed by Seller, (i) deliver to Buyer at the Closing such letters of credit, (ii) execute and deliver such other instruments as the issuers of such letters of credit shall reasonably require, and (iii) cooperate with Buyer to change the named beneficiary under such letters of credit to Buyer so long as Seller does not incur any additional liability or expense in connection therewith.

	(k)		Tax Returns . If applicable, duly completed and signed real estate transfer tax forms, sales tax returns and sales disclosure forms.

	(l)		1099 . A 1099 reflecting the Purchase Price and sale of the Property, executed by Seller.

	(m)		Bringdown Certificate . Seller’s written certification that its representations and warranties set forth in this Agreement are true and correct as of the Closing Date.

	(n)		Closing Statement . Buyer’s form of closing statement, setting forth the prorations and adjustments to the Purchase Price respecting the Property to be made pursuant to Article 6 (the “ Closing Statement ”), executed by Seller.

	(o)		Keys and Original Documents . Keys to all locks on the Real Property in Seller’s or Seller’s building manager’s possession and originals or, if originals are not available, copies, of all of the Property Documents, to the extent not previously delivered to Buyer.

The items to be delivered by Seller in accordance with the terms of Subsections (a) through (n) of this Section 7.3 shall be delivered to Escrow Agent no later than 5:00 p.m.

Eastern Time on the last business day prior to the Closing Date and the items to be delivered by Seller in accordance with the terms of Subsection (m) of this Section 7.3 shall be delivered outside of escrow and shall be deemed delivered if the same are located at the Property on the Closing Date.

7.4

Buyer’s Closing Deliveries . At the Closing, Buyer shall deliver or cause to be delivered the following:

	(a)		Purchase Price . The Purchase Price, as adjusted for apportionments and other adjustments required under this Agreement, plus any other amounts required to be paid by Buyer at Closing.

	(b)		Bill of Sale . The Bill of Sale executed by Buyer.

	(c)		Assignment of Leases and Assignment of Ground Leases . The Assignment of Leases and the Assignment of Ground Leases, each executed by Buyer.

	(d)		Assignment of Intangible Property . The Assignment of Intangible Property executed by Buyer.

	(e)		Buyer’s As-Is Certificate . The certificate of Buyer required under Article 5 hereof.

	(f)		Evidence of Authority . Documentation to establish to Seller’s reasonable satisfaction the due authorization of Buyer’s acquisition of the Property and Buyer’s execution of this Agreement and the Closing Documents required to be delivered by Buyer and the consummation of the Transaction.

	(g)		Other Documents . Such other documents as may be reasonably required by the Title Company or may be agreed upon by Seller and Buyer to consummate the Transaction.

	(h)		Tax Returns . If applicable, duly completed and signed real estate transfer tax or sales tax returns.

	(i)		Closing Statement . The Closing Statement, executed by Buyer.

The Purchase Price shall be paid in accordance with the terms of Section 7.2 hereof and the items to be delivered by Buyer in accordance with the terms of Subsections (b) through (i) of this Section 7.4 shall be delivered to Escrow Agent no later than 5:00 p.m. Eastern Time on the last business day prior to the Closing Date.

ARTICLE 8 — CONDITIONS TO CLOSING

8.1

Conditions to Seller’s Obligations . Seller’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be waived by Seller by an express written waiver, at its sole option:

	(a)		Representations True . All representations and warranties made by Buyer in this Agreement shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date except to the extent they expressly relate to an earlier date;

	(b)		Buyer’s Financial Condition . No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law, whether now or hereafter existing; and

	(c)		Buyer’s Deliveries Complete . Buyer shall have delivered the funds required hereunder and all of the documents to be executed by Buyer set forth in Section 7.4 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement, to be performed or complied with by Buyer at or prior to the Closing.

	(d)		Ground Lessor’s Consent and Waiver of Right of First Refusal . Either (i) the Ground Lessor shall have executed a written consent, consenting to the assignment of Ground Leases to Buyer and waiving its right of first refusal under the Ground Leases with respect to such assignment and confirming no defaults under the Ground Leases or (ii) to have such right of first refusal deemed waived to the extent such deemed waiver is expressly provided pursuant to the terms of the Ground Leases (collectively, the “ Ground Lessor’s Consent ”). Prior to the expiration of the Due Diligence Period, Seller shall use diligent, good faith efforts to obtain such Ground Lessor’s Consent. Seller shall have no liability or obligations hereunder if Ground Lessor fails or refuses to timely deliver the Ground Lessor’s Consent.

8.2

Conditions to Buyer’s Obligations . Buyer’s obligation to close the Transaction is conditioned on all of the following, any or all of which may be expressly waived by Buyer in writing, at its sole option:

	(a)		Representations True . Subject to the provisions of Section 9.3 , all representations and warranties made by Seller in this Agreement, as the same may be amended as provided in Section 9.3 , shall be true and correct in all material respects on and as of the Closing Date, as if made on and as of such date except to the extent that they expressly relate to an earlier date;

	(b)		Title Conditions Satisfied . At the time of the Closing, title to the Property shall be as provided in Article 4 of this Agreement; and

	(c)		Estoppel Certificates . At least three (3) business days prior to Closing, Buyer shall have received executed estoppel certificates from the Required Tenants, each of which (i) shall be dated no earlier than thirty (30) days prior to the initially scheduled Closing Date, (ii) shall contain no matters inconsistent with the terms of the applicable Lease or any other material matters unacceptable to Buyer in its reasonable discretion and (iii) shall be

			substantially in the form of Exhibit M attached hereto and incorporated herein by this reference. Notwithstanding any provisions in this Agreement to the contrary, if Buyer fails to object in writing to an estoppel certificate executed by any tenant within three (3) business days after the date the same has been delivered to any Buyer’s Representative, Buyer shall be deemed to have approved the same. Seller shall use commercially reasonable efforts to obtain such estoppel certificates but Seller shall have no liability or obligations hereunder if the tenants fail or refuse to timely deliver such estoppel certificates.

	(d)		Seller’s Deliveries Complete . Seller shall have delivered all of the documents and other items required pursuant to Section 7.3 and shall have performed all other covenants, undertakings and obligations, and complied with all conditions required by this Agreement, to be performed or complied with by Seller at or prior to the Closing.

	(e)		Ground Lessor Consent . The Ground Lessor shall have issued the Ground Lessor’s Consent (defined in Section 8.1(d) above).

	(f)		Violations of Law . No governmental authority or agency shall have issued, between the end of the Due Diligence Period and the Closing date, a written notice that the Real Property is in violation of Laws with a cost to repair in excess of $50,000 (individually or in the aggregate) which violation has not, at Seller’s option, either been corrected by Seller on or prior to the Closing Date or the reasonable, estimated cost of repair credited against the Purchase Price. Seller agrees to provide Buyer with a copy of any notices of such violation promptly upon receipt of such notice, even if the estimated cost of repairs is less than $50,000.

8.3

Waiver of Failure of Conditions Precedent . At any time or times on or before the date specified for the satisfaction of any condition, Seller or Buyer may elect in writing to waive the benefit of any such condition set forth in Section 8.1 or Section 8.2 , respectively. By closing the Transaction, Seller and Buyer shall be conclusively deemed to have waived the benefit of any remaining unfulfilled conditions set forth in Section 8.1 and Section 8.2 , respectively. In the event any of the conditions set forth in Sections 8.1 or 8.2 are neither waived nor fulfilled, Seller or Buyer (as appropriate) may exercise such rights and remedies, if any, that such party may have pursuant to the terms of Article 11 hereof.

8.4

Approvals not a Condition to Buyer’s Performance . Subject to Buyer’s right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Article 5 hereof, Buyer acknowledges and agrees that its obligation to perform under this Agreement is not contingent upon Buyer’s ability to obtain any (a) governmental or quasi-governmental approval of changes or modifications in use or zoning, or (b) modification of any existing land use restriction, or (c) consents to assignments of any service contracts, management agreements or other agreements which Buyer requests, or (d) endorsements to the Owner’s Title Policy.

8.5

Ground Lessor’s Exercise of Right of First Refusal . Seller and Buyer each acknowledges and agrees that, if the Ground Lessor exercises its right of first refusal under either or both of the Ground Leases as a result of this Agreement, then this Agreement shall automatically terminate, the Deposit shall be refunded to Buyer, Seller shall reimburse Buyer for its actual, documented, out-of-pocket costs and expenses in negotiating this Agreement and performing its Due Diligence (up to a maximum of $50,000), and thereafter neither party shall have any further rights or obligations under this Agreement, except for those obligations which expressly survive the termination hereof.

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

9.1

Buyer’s Representations . Buyer represents and warrants to, and covenants with, Seller as follows:

	9.1.1		Buyer’s Authorization . Buyer (a) is duly organized (or formed), validly existing and in good standing under the Laws of its State of organization and prior to Closing and if required by Law, the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Buyer, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Buyer, and to perform all of Buyer’s obligations hereunder and thereunder. This Agreement has been and, on or prior to Closing, all Closing Documents to be executed by Buyer will be duly authorized by all requisite partnership, corporate or other required action on the part of Buyer and are the valid and legally binding obligation of Buyer, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents to be executed by Buyer, nor the performance of the obligations of Buyer hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Buyer or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Buyer is bound.

	9.1.2		Buyer’s Financial Condition . No petition has been filed by or against Buyer under the Federal Bankruptcy Code or any similar State or Federal Law.

	9.1.3		Patriot Act Compliance . Buyer is not acting, directly or indirectly for, or on behalf of, any person, group, entity or nation named by any Executive Order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, or nation pursuant to any Law that is enforced or administered by the Office of Foreign Assets Control, and is not engaging in this Transaction, directly or indirectly, on behalf of, or instigating or facilitating this Transaction, directly or indirectly, on behalf of, any such person, group, entity or nation.

	9.1.4		ERISA . Buyer is not, and is not acting on behalf of, an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, a “plan” as

defined in Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity deemed to hold the “plan assets” of any of the foregoing.

		Buyer’s representations and warranties in this Section 9.1 shall survive the Closing for a period of one (1) year and shall not be merged therein, other than the representations and warranties set forth in Section 9.1.3 and 9.1.4 which shall survive indefinitely.

9.2		Seller’s Representations . Seller represents and warrants to Buyer as follows:

	9.2.1		Seller’s Authorization . Seller (a) is duly organized (or formed), validly existing and in good standing under the Laws of its State of organization and, to the extent required by Law, the State in which the Property is located, (b) subject to obtaining the approvals described in Subsection 8.1(a) , is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all Closing Documents to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all Closing Documents to be executed by Seller, and to perform all of Seller’s obligations hereunder and thereunder. Subject to obtaining the approvals described in Subsection 8.1(a) , this Agreement and all Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all Closing Documents to be executed by Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

	9.2.2		Pending Litigation . Except as listed in Exhibit N attached hereto and incorporated herein by this reference, Seller has not received any written notice of any current or pending litigation against Seller which would, in the reasonable judgment of Seller, if determined adversely to Seller, materially adversely affect the Property or Seller’s ability to perform its obligations under this Agreement.

	9.2.3		Contracts . As of the date of this Agreement, Seller has not entered into any contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) liens, encumbrances, covenants, conditions, restrictions, easements and other matters of record.

	9.2.4		Contract Defaults . Except for defaults cured on or before the date hereof, Seller has not received any written notice that it is in default under the terms of any of the Contracts except as listed in Exhibit N attached hereto.

	9.2.5		Rent Roll . Attached hereto as Exhibit O and incorporated herein by this reference is a complete, accurate rent roll identifying Leases entered into by Seller or its predecessors concerning the Property, current as of the Commencement Date. At Closing, Seller shall deliver to Buyer an updated, certified rent roll identifying

			Leases entered into by Seller or its predecessors for the Property that is current as of the Closing Date.

	9.2.6		Zoning . Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit N attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the Property.

	9.2.7		Environmental . To Seller’s knowledge, except for de minimis amounts of Hazardous Materials used, stored and disposed of in accordance with Laws regulating Hazardous Materials (“ Environmental Laws ”) and used in connection with the ordinary maintenance and operation of the Property, and except as disclosed in the Documents, the Property does not contain Hazardous Materials. Except as disclosed in the Documents, Seller has not received from any governmental authority any written notice that the Property is in violation of any Environmental Laws that has not been cured.

	9.2.8		Lease Defaults . As of the Commencement Date and except (i) as disclosed in the Documents or the Tenant Estoppels or the Ground Lessor’s Consent and except for defaults cured on or before the Commencement Date, Seller had not received any written notice that it is in default under any of the Leases or either of the Ground Leases.

	9.2.9		Real Property . Except for assignments in connection with debt financing being repaid on the Closing Date, Seller has not transferred or assigned its interest in the Land or the Improvements.

	9.2.10		Certain Documents . That it has delivered to Buyer true and complete copies of the Contracts listed on Exhibit B , the Leases listed on Exhibit O as well as the Ground Leases.

9.3

General Provisions.

	9.3.1		No Representation as to Leases . Seller does not represent or warrant that any particular Lease or Leases will be in force or effect on the Closing Date or that the tenants will have performed their obligations thereunder.

	9.3.2		Seller’s Warranties Deemed Modified . To the extent that Buyer knows or is deemed to know prior to the expiration of the Due Diligence Period that Seller’s Warranties are inaccurate, untrue or incorrect in any way, such representations and warranties shall be deemed modified to reflect Buyer’s knowledge or deemed knowledge, as the case may be.

	9.3.3		Breach of Seller’s Warranties prior to Closing .

(a)

If at or prior to the Closing, any Buyer’s Representative obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Buyer shall give Seller written notice thereof within five (5) business days of obtaining such knowledge (but, in

			any event, prior to the Closing). If at or prior to the Closing, Seller obtains actual knowledge that any of Seller’s Warranties are untrue, inaccurate or incorrect in any material respect, Seller shall give Buyer written notice thereof within five (5) business days of obtaining such knowledge (but, in any event, prior to the Closing). In either such event, Seller shall have the right to cure such misrepresentation or breach and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such cure.

	(b)		If (1) any misrepresentation or breach of any of Seller’s Warranties is first discovered by Buyer after the expiration of the Due Diligence Period but prior to Closing and Seller either does not elect to or is not able to so cure any such misrepresentation or breach or (2) Seller either (i) provides Buyer with updates to Documents previously delivered by Seller to Buyer, or Buyer’s Representatives, or otherwise made available to Buyer or Buyer’s Representatives, during the Due Diligence Period or (ii) delivers new Documents to Buyer that were not previously delivered to Buyer or Buyer’s Representatives, or made available to Buyer or Buyer’s Representatives, during the Due Diligence Period (collectively, such updates and new Documents are referred to as the “ New Documents ”), then Buyer, as its sole remedies for any and all such misrepresentations or breaches and/or the information contained in such New Documents, shall have the following rights:

	(i)		If any of Seller’s Warranties and/or information contained in the New Documents are, in the aggregate, untrue, inaccurate or incorrect in any material respect, then Buyer may elect either (A) to waive such misrepresentations or breaches and/or information contained in the New Documents and consummate the Transaction without any reduction of or credit against the Purchase Price, or (B) to terminate this Agreement by written notice given to Seller within three (3) business days after such discovery or receipt of the New Documents, as applicable, and the Closing Date shall be extended, if necessary, to give Buyer such full three (3) business day period, in which event this Agreement shall be terminated, the Deposit shall be returned to Buyer and, thereafter, neither party shall have any further rights or obligations hereunder except as provided in any section hereof that by its terms expressly provides that it survives any termination of this Agreement.

	(ii)		If any of Seller’s Warranties and/or information contained in the New Documents are untrue, inaccurate or incorrect but are not, in the aggregate, untrue, inaccurate or incorrect in any material respect or if Buyer fails to make a timely election to terminate this Agreement as provided in subclause (B) of clause (i) above, Buyer shall be deemed to waive such misrepresentation or breach of warranty and/or information contained in the New Documents, and

Buyer shall be required to consummate the Transaction without any reduction of or credit against the Purchase Price.

	(c)		The untruth, inaccuracy or incorrectness of Seller’s Warranties and/or information contained in the New Documents shall be deemed material for purposes of this Agreement only if Buyer’s aggregate damages resulting from the untruth, inaccuracy or incorrectness of Seller’s Warranties and/or information contained in the New Documents are reasonably estimated to exceed $50,000.

	(d)		If Buyer has timely elected to terminate this Agreement as provided in Section 9.3.3(b)(i) above on account of a breach of Seller’s Warranties, then so long as such untruth, inaccuracy or incorrectness was either (i) known to Seller (for purposes hereof, “known to Seller” is to have the same meaning as “Seller knowledge ”) to be untrue, inaccurate or incorrect when made or (ii) the continued truth, accuracy or correctness was within Seller’s control, Seller shall reimburse Buyer for its actual, documented, out-of-pocket costs and expenses in negotiating this Agreement and performing its Due Diligence, up to a maximum of $50,000.

9.3.4

Survival; Limitation on Seller’s Liability . Seller’s Warranties shall survive the Closing and not be merged therein for a period of one (1) year and Seller shall only be liable to Buyer hereunder for a breach of a Seller’s Warranty with respect to which a claim is made by Buyer against Seller on or before the one (1) year anniversary of the Closing Date. Anything in this Agreement to the contrary notwithstanding, the maximum aggregate liability of Seller for breaches of Seller’s Warranties shall be limited as set forth in Section 15.14 hereof. Notwithstanding the foregoing, however, if the Closing occurs, Buyer hereby expressly waives, relinquishes and releases any right or remedy available to it at law, in equity, under this Agreement or otherwise to make a claim against Seller for damages that Buyer may incur, or to rescind this Agreement and the Transaction, as the result of any of Seller’s Warranties being untrue, inaccurate or incorrect if (a) Buyer knew or is deemed to know that such representation or warranty was untrue, inaccurate or incorrect at the time of the Closing, or (b) Buyer’s damages as a result of such representations or warranties being untrue, inaccurate or incorrect are reasonably estimated to aggregate less than $50,000.

ARTICLE 10 — COVENANTS

10.1

Buyer’s Covenants . Buyer hereby covenants as follows:

10.1.1

Confidentiality . Buyer acknowledges that any information heretofore or hereafter furnished to Buyer with respect to the Property has been and will be so furnished on the condition that Buyer maintain the confidentiality thereof. Accordingly, Buyer shall hold, and shall cause the other Buyer’s Representatives to hold, in strict confidence, and Buyer shall not disclose, and shall prohibit the other Buyer’s Representatives from disclosing, to any other person without the prior

			written consent of Seller: (a) the terms of the Agreement, (b) any of the information in respect of the Property delivered to or for the benefit of Buyer whether by any Buyer’s Representatives or by any of the Seller Parties, including, but not limited to, any information heretofore or hereafter obtained by any Buyer’s Representatives in connection with its Due Diligence, and (c) the identity of Seller or any direct or indirect owner of any beneficial interest in Seller Buyer’s obligation under clauses (a) and (c) of the immediately preceding sentence shall survive the Closing and not be merged therein. In the event the Closing does not occur or this Agreement is terminated, Buyer shall promptly return to Seller all copies of documents containing any of such information without retaining any copy thereof or extract therefrom. Notwithstanding anything to the contrary hereinabove set forth, Buyer may disclose such information (i) on a need-to-know basis to its employees, members of professional firms serving it or potential lenders, (ii) as any governmental agency may require in order to comply with applicable Laws or a court order, and (iii) to the extent that such information is a matter of public record. The provisions of this Subsection 10.1.1 shall survive any termination of this Agreement.

	10.1.2		Buyer’s Indemnity . Buyer hereby agrees to indemnify, defend, and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) actually incurred, and only to the extent arising out of or resulting from (a) the breach of the terms of Subsection 10.1.1 or (b) the entry on the Real Property and/or the conduct of any Due Diligence by any Buyer’s Representatives at any time prior to the Closing; provided , however , that Buyer’s obligations under this clause (b) shall not apply to the mere discovery of a pre-existing environmental or physical condition at the Property. The provisions of this section shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.

10.2

Seller’s Covenants . Seller hereby covenants as follows:

10.2.1

Contracts.

(a)

Without Buyer’s prior consent between the date hereof and the Closing Date Seller shall not extend, renew, replace or otherwise modify any Contract or enter into any new service contract or agreement unless such Contract, service contract or agreement (as so extended, renewed, replaced or modified) can be terminated by the owner of the Property without penalty on not more than thirty (30) days’ notice. Seller shall furnish Buyer with a written notice of the proposed transaction which shall contain information that Seller believes is reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed transaction. If Buyer fails to object in writing to the terms set forth in Seller’s notice within three (3) business days after receipt thereof, Buyer shall be deemed to have approved the terms of the proposed transaction. Buyer’s consent shall not be unreasonably withheld, conditioned or delayed with respect to any such transaction that is proposed prior to the expiration of the Due Diligence Period. Buyer, in its

			sole and absolute discretion, shall be entitled to grant or withhold its consent with respect to any such transaction that is proposed between the expiration of the Due Diligence Period and the Closing.

	(b)		On or before the Closing, Seller shall terminate any management agreements currently in effect with respect to the Property at the sole cost and expense of Seller.

	10.2.2		Maintenance of Property . Except to the extent Seller is relieved of such obligations by Article 12 hereof, between the date hereof and the Closing Date Seller shall maintain and keep the Property in a manner consistent with Seller’s past practices with respect to the Property; provided , however , that, subject to Section 8.2(f) and Buyer’s right to terminate this Agreement prior to the expiration of the Due Diligence Period in accordance with the terms of Article 5 hereof, Buyer hereby agrees that, except for breaches of this Section 10.2.2 , Buyer, shall accept the Property subject to, and Seller shall have no obligation to cure, (a) any violations of Laws, or (b) any physical conditions which would give rise to violations of Laws, whether the same now exist or arise prior to Closing. Between the date hereof and the Closing Date, Seller will advise Buyer of any written notice Seller receives after the date hereof from any governmental authority of the violation of any Laws regulating the condition or use of the Property.

	10.2.3		Financial Records . At all reasonable times prior to Closing, and for such time following the Closing Date as Buyer deems reasonably necessary, but not in excess of one (1) year, Seller shall provide Buyer and its representatives with access to Seller’s books and records related to the Property (exclusive of any Confidential Materials) as Buyer and its representatives may reasonably request, and otherwise cooperate with Buyer and its representatives, so that Buyer and/or Buyer’s auditor(s) may prepare audited financial statements for the Property, which audited financial statements must comply with Rule 3-14 of the Securities Act of 1933, as amended (the “ Audited Financial Statements ”). Seller also shall cooperate with Buyer and its representatives to use commercially reasonable efforts to cause Seller’s external auditor(s) with respect to the Property, to provide Buyer and its representatives with such auditor(s) work papers and other information reasonably requested by Buyer and its representatives with respect to the Property and with an opportunity to meet with the lead audit partner with respect to the auditor’s work performed in connection with the Property. In connection with the preparation of the Audited Financial Statements, if requested, Seller shall execute a customary “auditor’s representation letter,” for the benefit of the preparer of the Audited Financial Statements, such letter to be in form and substance acceptable to Seller. Buyer shall indemnify, defend and hold Seller harmless from and against any Liabilities incurred by Seller as a result of complying with the provisions of this Section 10.2.3 and issuing such auditor’s representation letter.

10.3

Mutual Covenants.

	10.3.1		Publicity . Seller and Buyer each hereby covenant and agree that (a) prior to the Closing neither Seller nor Buyer shall issue any Release (as hereinafter defined) with respect to the Transaction without the prior consent of the other, unless the Release is required by applicable Law, and (b) after the Closing, any Release issued by either Seller or Buyer shall be subject to the review and approval of both parties (which approval shall not be unreasonably withheld, conditioned or delayed), except to the extent required by applicable Law. If either Seller or Buyer is required by applicable Law to issue a Release, such party shall, at least two (2) business days prior to the issuance of the same, deliver a copy of the proposed Release to the other party for its review. As used herein, the term “ Release ” shall mean any press release or public statement with respect to the Transaction or this Agreement.

	10.3.2		Brokers . Buyer and Seller each represent and warrant to the other that no individual or representative of any brokerage firm has acted on its behalf pursuant to this Agreement or in connection with the sale and purchase of the Property. Seller agrees to hold Buyer harmless and indemnify Buyer from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Buyer as a result of any claims by any party claiming to have represented Seller as broker in connection with the Transaction. Buyer agrees to hold Seller harmless and indemnify Seller from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) suffered or incurred by Seller as a result of any claims by any party claiming to have represented Buyer as broker in connection with the Transaction.

	10.3.3		Tax Protests; Tax Refunds and Credits . Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years prior to the Closing Tax Year. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all subsequent Tax Years. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first , to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) actually and reasonably incurred in connection with obtaining such tax refund or credit; second , to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third , apportioned between Buyer and Seller as follows:

(a)

with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and

(b)

with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year and any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

			Seller represents and warrants to Buyer that there are no tax protests nor claims for tax refunds or credits currently in progress.

	10.3.4		Survival . The provisions of this Section 10.3 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.

ARTICLE 11 — FAILURE OF CONDITIONS

11.1

To Seller’s Obligations . If, on or before the Closing Date, (i) Buyer is in default of any of its obligations hereunder, or (ii) any of Buyer’s representations or warranties are, in the aggregate, untrue, inaccurate or incorrect in any material respect, or (iii) the Closing otherwise fails to occur by reason of Buyer’s failure or refusal to perform its obligations hereunder in a prompt and timely manner, and any such circumstance described in any of clauses (i) , (ii) or (iii) continues for five (5) business days after written notice from Seller to Buyer, which written notice shall detail such default, untruth or failure, as applicable, then Seller may elect to (a) terminate this Agreement by written notice to Buyer, promptly after which the Deposit shall be paid to Seller as liquidated damages and, thereafter, the parties shall

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