PURCHASE AND SALE AGREEMENT

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (herein referred to as “Agreement”) is made and entered into this 14th day of August, 2007, by and between ST. RITA’S MEDICAL CENTER , an Ohio nonprofit corporation (herein referred to as “Seller”) and TRIPLE NET PROPERTIES, LLC , a Virginia limited liability company (herein referred to as “Buyer”).

W I T N E S S E T H:

WHEREAS, Seller owns certain medical office buildings and desires to sell same, and Buyer desires to purchase such medical office buildings for the consideration and on the terms set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the Earnest Money, in hand paid by Buyer to Escrow Agent, the mutual covenants and agreements contained herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by Seller and Buyer, the parties, intending to be legally bound, agree as follows:

1.  Agreement to Sell and Purchase (a) Fee Properties . Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and conditions of this Agreement, fee simple, title in and to one (1) business office buildings, and eleven (11) condominium units in a medical office building including all land, buildings and improvements located thereon (collectively, the “Fee Properties” or individually a “Fee Property”) further described in Exhibit A attached hereto and commonly known as:

(b)  Ground Lease Properties . Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and conditions of this Agreement, leasehold title in and to forty-one ( 41) condominium units in four (4) medical office buildings, but not including the land on which such medical office buildings are situated (collectively, the “Ground Lease Properties” or individually, a “Ground Lease Property”), further described in Exhibit B attached hereto and commonly known as:

It is specifically understood and acknowledged by the parties hereto that neither the underlying land on which the Ground Lease Properties are located (“Leasehold Land”) nor any air rights above the Ground Lease Properties shall be sold or conveyed by Seller to Buyer.

(c)  Additional Property Purchased and Sold . Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and take from Seller, subject to and in accordance with all of the terms and conditions of this Agreement, in and to the following additional items:

(i) All of Seller’s right, title and interest to all goods, equipment, machinery, apparatus, fittings, furniture, furnishings and other personal property owned by Seller and located within the Fee Properties and Ground Lease Properties and used in connection with the operation, management or maintenance of the Fee Properties and Ground Lease Properties, as described on Exhibit B attached hereto, (herein collectively referred to as the “Personalty”);

(ii) All of the right, title and interest of Seller as “lessor” or “landlord” in, to and under all leases and other agreements for the use, occupancy or possession of all or any part of’ the Fee Properties and Ground Lease Properties including, without limitation, (i) all the tenant leases identified on Exhibit C attached hereto (hereinafter called the “Existing Leases”); and (ii) all renewals or extensions of Existing Leases, and all new tenant leases, executed and entered into by Seller between the Effective Date and the Closing Date, in accordance with the terms and provisions of this Agreement (hereinafter collectively called the “New Leases”) which are in force and effect on and as of the Closing Date (the Existing Leases and the New Leases specifically include, without limitation, any agreement for the payment of leasing or brokerage commissions with respect thereto); and

(iii) All of the right, title and interest of Seller in, to and under those management, service and other contracts and agreements, if any, scheduled and identified on Exhibit D at attached hereto (which shall be modified and amended to reflect only those contracts and agreements that Buyer elects to assume in writing on or prior to the Due Diligence Completion Date) (herein called the “Service Agreements”).

On or before the Due Diligence Completion Date, the parties shall agree on the final legal descriptions based on the Surveys, and this Agreement shall be amended to attach hereto as Exhibit A and Exhibit B, respectively, the final, approved legal descriptions for the Fee Properties and the Ground Lease Properties. At Closing, Seller shall deliver Deeds for the Fee Properties and the improvements on the Ground Lease Properties, which shall include Seller’s undivided leasehold interest in the common areas under the terms of each of the Ground Leases.

All of the property interests described in this paragraph 1, including the Fee Properties, the Ground Lease Properties, the Personalty and the Service Agreements are herein sometimes collectively referred to herein as the “Properties” and an individual Fee Property or Ground Lease Property is sometimes referred to herein as a “Property.”

2.  Purchase Price; Method of Payment The purchase price for the Properties (herein called the “Purchase Price”) shall be Twenty-five Million Fifty Thousand and 00/100 Dollars ($25,050,000.00). The Purchase Price, after crediting the Earnest Money, and subject to the prorations and adjustments herein described, shall be paid at Closing (as defined herein) by Buyer to Seller by wire delivery of funds through the Federal Reserve System to an account designated in writing by the Escrow Agent (defined below), and by Escrow Agent to an account designated in writing by Seller concurrent with Closing (defined below).

On or before the Due Diligence Completion Date, Seller and Buyer shall agree on the allocation of the Purchase Price among the Fee Properties and the Ground Lease Properties. In the event Seller and Buyer fail to agree on such allocation, Seller and Buyer may use their own allocations for their internal purposes; provided, however, the parties shall agree on allocations on or before the Due Diligence Completion Date for purposes of payment of deed recordation taxes payable at Closing.

3.  Earnest Money (a) Within three (3) days of the mutual execution and delivery of this Agreement, Buyer will deliver to Land America Title Company, 1920 Main Street, 12 ^th Floor, Irvine, CA 92614 Attention: Gale Hunt, as escrow agent (herein called “Escrow Agent”), the sum of One Million and 00/100 Dollars ($1,000,000.00) (by wire delivery of finds through the Federal Reserve System to an interest bearing account designated in writing by Escrow Agent (which sum, together with all interest actually earned thereon during the term of this Agreement, is herein called the “Earnest Money”).

(b) Upon the completion of the Due Diligence Period, an additional deposit in the amount of Five Hundred Thousand and 00/100 Dollars ($500,000.00) shall be deposited into escrow and shall become part of the Earnest Money.

(c) On the Closing Date, the Earnest Money will be applied as part payment of the Purchase Price.

(d) Throughout the term of this Agreement, Escrow Agent shall hold and disburse the Earnest Money in accordance with the terms and conditions of this Agreement, in an interest bearing account with a national bank whose depositors are insured by the Federal Deposit Insurance Corporation or other financial institutions located in the State of Ohio which are reasonably acceptable to Buyer.

(e) The sole responsibility of Escrow Agent hereunder shall be the safekeeping and delivery of the Earnest Money in accordance with the provisions of this Agreement.

(f) In performing any of its duties under this Agreement, Escrow Agent shall not incur any liability to Buyer, Seller or any other person or entity for any damages, losses or expenses, except as may be occasioned by the willful misconduct, breach of trust or gross negligence by Escrow Agent. In particular, Escrow Agent shall not incur any such liability with respect to (i) any action taken or omitted in good faith upon advice of its legal counsel relating to the duties and responsibilities of Escrow Agent under this Agreement, or (ii) any action taken or omitted in reliance on any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions but also as to the truth and accuracy of any information contained therein, which Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a person or persons having authority to sign or present such instrument, and to conform with the provisions of this Agreement.

(g) Notwithstanding anything in this Agreement to the contrary, in the event of a dispute between Buyer and Seller of which Escrow Agent shall have actual knowledge and which is sufficient, in the sole discretion of Escrow Agent, to justify its doing so, Escrow Agent shall be entitled to tender into the custody of any court of competent jurisdiction in the State of Ohio the escrowed finds and any accrued interest, together with such pleadings as it may deem appropriate, and thereupon be discharged from all further duties and liabilities under this Agreement (other than liabilities for willful misconduct, breach of trust or gross negligence by Escrow Agent). It is hereby agreed by the parties that this Agreement is entered into in the State of Ohio and any such legal action shall be brought in such state court in Allen County, Ohio as Escrow Agent shall determine to have jurisdiction thereof.

4.  Closing The closing of the purchase and sale of the Properties (herein called “Closing”) shall be on or before thirty (30) days after the Due Diligence Completion Date (the “Closing Date”); provided, however, at the election of Buyer and upon ten (10) days advance written notice to Seller, Buyer may elect to close prior to the Closing Date (in which case, such earlier date shall be deemed to be the Closing Date).

5.  Contingencies The closing of this sale is made contingent on the following which must be approved or waived by Buyer prior to the closing:

(a) All Due Diligence Materials described on Appendix 5 must have been approved or waived by Buyer.

(b) Seller agrees to execute a new lease agreement (in a form provided by Buyer, and approved by Seller) for each suite occupied by Seller at the time of Closing (each a “Triple Net Master Lease” and, collectively, the “Triple Net Master Leases”). The Triple Net Master Leases will have an initial term of five (5) years and will contain an option to renew the initial term for up to two (2) terms of five (5) years each at Seller’s discretion. Buyer and Seller agree to negotiate in good faith with regard to the form of the Triple Net Master Leases within fifteen (15) days from the Effective Date.

(c) Buyer shall provide physician tenants an opportunity to participate in a joint venture partnership in the Portfolio, on a pro-rata basis, subject to a minority interest cap of 30 percent, after closing. “Portfolio” for purposes of this Agreement means the condominium properties and buildings designated as “Properties” herein.

6.  Examination by Buyer of Physical Conditions and Due Diligence Materials Within three (3) business days after the execution of this Agreement, or as soon thereafter as is reasonably possible, Seller shall provide Buyer with true and complete copies of certain documents and information in Seller’s possession or control or in the possession or control of Seller’s agents or independent contractors with regard to the Properties as set forth on Appendix 5 to this Agreement (the “Due Diligence Materials”). Except as expressly set forth in the Transaction Documents (defined below), the Due Diligence Materials have been provided to Buyer by Seller without any representation or warranty of any kind or nature whatsoever and were merely provided to Buyer for Buyer’s informational purposes. Until Closing, Buyer and Buyer’s Designees shall maintain all Due Diligence Materials as confidential information, subject to disclosure to “Related Parties” as described in Section 17(c). If the purchase and sale of the Properties is not consummated in accordance with this Agreement, regardless of the reason or the party at fault, Buyer shall promptly use commercially reasonable efforts to collect all such Due Diligence Materials and redeliver the same to Seller and other information in accordance with paragraph 17(b). Notwithstanding anything contained herein to the contrary, upon proper notice of termination of this Agreement from Buyer to Seller, the Earnest Money shall immediately be returned to Buyer, and Buyer’s obligation to deliver such materials to Seller, pursuant to paragraph 17(b), shall remain a continuing obligation that survives the termination of this Agreement. Prior to the date of the execution of this Agreement and continuing during the Due Diligence Period (defined below) and until Closing, Seller has given and shall continue to give Buyer access to the Properties for the purpose of inspecting same, conducting tests, mechanical and structural engineering studies and conducting any other investigations, examinations, tests and inspections as Buyer may reasonably require in order to assess the condition of the Properties (collectively, the “Investigations”). The Due Diligence Period hereunder shall begin when all of the Due Diligence Materials (defined above) have been delivered to Buyer and continue for a period of thirty (30) days thereafter (the “Due Diligence Completion Date”).

Except as is otherwise expressly provided in this Agreement or in any document executed in connection with this Agreement (collectively, the “Transaction Documents”), the Properties shall be conveyed to Buyer AS IS, WHERE IS. Except as is otherwise expressly set forth in the Transaction Documents, it is expressly understood and agreed that Seller is not making, has not made, and expressly disclaims any warranties, express or implied, as to any aspect, feature or condition of the Properties, and Buyer shall take title to the Fee Properties and Ground Lease Properties in their present “as-is” condition with all faults, including all latent and patent defects. EXCEPT AS IS OTHERWISE SET FORTH IN THIS TRANSACTION DOCUMENTS, SELLER GIVES NO WARRANTY AS TO THE CONDITION OF ANY EQUIPMENT OR OTHER PERSONAL PROPERTY INCLUDED WITHIN THE PROPERTIES, AND SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IT BEING EXPRESSLY AGREED THAT ALL SUCH EQUIPMENT AND PERSONAL PROPERTY INCLUDED WITHIN THE PROJECT IS TO BE LEASED BY BUYER AND PURCHASED BY BUYER, AS APPLICABLE, “AS-IS, WHERE-IS”, EXCEPT AS IS OTHERWISE SET FORTH IN THE TRANSACTION DOCUMENTS.

On or before the expiration of the Due Diligence Period, Buyer may deliver written notice to Seller (the “Property Contract Notice”) specifying any service agreement with respect to which the Buyer desires to have Seller terminate before the Close of Escrow (the “Terminated Contracts”) whereupon such Terminated Contracts shall not be assigned to, or assumed by, Buyer. To the extent that any such Terminated Contract requires payment of a penalty or premium for cancellation, Seller shall be solely responsible for the payment of any such cancellation fees or penalties. If Buyer fails to deliver the Property Contracts Notice on or before the expiration of the Due Diligence Period, there shall be no Terminated Contracts and Buyer shall assume all Service Agreements at the Close of Escrow.

7.  Title and Survey

(a)  Survey . Within three (3) business days of the Effective Date, or as soon as reasonably possible, Seller shall cause a surveyor reasonably acceptable to Buyer properly licensed under the laws of the State of Ohio to prepare one or more current and accurate surveys of the Properties (herein called the “Surveys”) and of the areas to be specifically described by metes and bounds in the Deeds and Ground Leases required under this Agreement. The Condominium Drawings on file with the Recorder of Allen County, Ohio, shall be delivered to Buyer’s Attorney in place of a survey for those Units which are a part of a property which has been submitted to the provisions of the Ohio Condominium Law in Chapter 5311 Ohio Revised Code. Seller shall cause such Surveys to be delivered to Buyer’s attorney at the address for copies of notices set forth below for Buyer’s review and approval. The approved Surveys shall be utilized as the basis for the preparation of the final legal description of the Fee Properties and Ground Lease Properties to be attached as Exhibit A and Exhibit B, respectively, and included in the Deeds and Ground Leases to be entered into by Seller and Buyer at Closing and to be used as the basis in preparation of the applicable exhibits to the Closing Documents.

(b)  Title . Seller shall provide to Buyer’s attorney, within three (3) business days of the Effective Date, or as soon as reasonably possible, title insurance commitments (the “Title Commitments”) pursuant to which LandAmerica Title Company (the “Title Company”) agrees to issue to Buyer at Closing (i) a standard form of Extended Coverage ALTA owners title insurance policy as to the Fee Properties in the total amount of the Purchase Price, and (ii) a standard form of Extended Coverage ALTA leasehold title insurance policy for the Ground Lease Properties and the Buyer’s leasehold interest under the Ground Leases in the total amount of the Purchase Price. Buyer shall have until the later of (i) the Due Diligence Completion Date or (ii) five (5) business days after receipt of the Surveys and the Title Insurance Commitments, in which to examine title to the Properties, review the Title Commitments, and give Seller written notice of any objections to any matters of record as of the date of the Title Commitments, matters shown on the Title Commitments and matters shown on the Surveys (“Title Defects”). Any such matters not objected to by Buyer or waived by Buyer in accordance with this paragraph 7(b) shall be collectively referred to as the “Permitted Exceptions” in this Agreement. Buyer may reexamine title to the Properties up to and including the Closing Date and may give Seller written notice of any additional title objections (which shall be any changes in title which were not requested by Buyer or approved by Buyer) appearing of record after the effective date of the Title Commitments. Buyer’s failure to specify in its initial notice of title objections any objection appearing of record or in Buyer’s original Title Commitments shall be deemed to be, and shall constitute, a waiver of any such objection, and such objection shall thereafter constitute a Permitted Exception under this Agreement.

(c)  Objections . Seller shall have until 5:00 p.m. on the date which is five (5) business days after receipt of Buyer’s notice of Title Defects to notify Buyer whether it will attempt to cure the Title Defects, if any. Seller shall have fifteen (15) days after the end of the Due Diligence Period to cure the Title Defects. If Seller notifies Buyer that it will not attempt to cure the Title Defects, Buyer shall either (i) terminate this Agreement by providing Seller with written notice of termination by 5:00 p.m. on the date which is five (5) business days after receipt of Seller’s notice, in which event the Earnest Money shall be refunded to Buyer, all rights and obligations of the parties under this Agreement shall expire, all Due Diligence Materials and other information shall be returned to Seller in accordance with paragraph 17(b), and this Agreement shall become null and void, or (ii) waive the Title Defects and proceed to Closing, subject to Buyer’s right to satisfy Permitted Exceptions constituting a liquidated sum of money as set forth below. If Buyer waives its objections to the Title Defects or Buyer’s objections are deemed waived, the parties shall proceed to Closing and consummate the purchase and sale of the Properties, in which event all unsatisfied objections shall constitute Permitted Exceptions under this Agreement; provided, however, that with respect to any Permitted Exception which constitutes a liquidated sum of money, Buyer may make payment of such amount to satisfy such Permitted Exception and deduct the amounts so paid from the Purchase Price due hereunder.

(d)  Access . Buyer (and at the direction of Buyer, Buyer’s agents, employees, contractors, representatives and other designees (hereinafter collectively called “Buyer’s Designees”)) shall have until the Closing Date to enter the Properties at any reasonable time for the purposes of performing the Surveys and performing and updating any of the Investigations; provided, however, that (i) any activities by or on behalf of Buyer, including, without limitation, the entry by Buyer or Buyer’s Designees onto the Properties, or the other activities of Buyer or Buyer’s Designees with respect to the Properties (hereinafter called “Buyer’s Activities”) shall not damage the Properties in any manner whatsoever or disturb or interfere with the rights or possession of any tenant of the Properties or violate any law or regulation of the municipality in which each of the Properties is located (the “City”), the State of Ohio or other governmental agency, (ii) in the event any Property is altered or disturbed in any manner in connection with any Buyer’s Activities, Buyer shall immediately return such Property to the condition existing prior to Buyer’s Activities, and (iii) Buyer shall indemnify, defend and hold Seller harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses and court costs) suffered, incurred or sustained by Seller as a result of, by reason of, or in connection with any Buyer’s Activities, but excluding any liability resulting from the mere discovery of any pre-existing conditions. Other than in connection with performing Investigations in accordance with Section 6, Buyer shall not have the right to undertake any invasive testing, environmental studies or testing beyond the scope of a standard “Phase I” environmental evaluation without the prior written consent of Seller.

(e)  Insurance . Prior to Buyer or Buyer’s Designees entering the Properties and/or performing the Investigations, Buyer shall furnish to Seller a certificate from an insurance company currently (at that time) licensed to do business in the State of Ohio certifying that Buyer has a valid and existing general liability insurance policy in an amount not less than $1,000,000.00 issued by an insurance company licensed to do business in the State of Ohio and reasonably acceptable to Seller naming Seller as an additional insured.

(f)  Objectionable Conditions . If Buyer or Buyer’s Designees perform any Investigations prior to the Due Diligence Completion Date or update any of the Investigations after the Due Diligence Completion Date and such update reveals that an Objectionable Condition exists, Buyer shall notify Seller of the Objectionable Condition prior to the later to occur of (i) the Due Diligence Completion Date, or (ii) three (3) business days after its discovery by Buyer. If Buyer fails to so notify Seller, Buyer shall be deemed to have waived any Objectionable Condition.

If such Objectionable Condition, (i) was not caused by Buyer or Buyer’s Designees or caused by Seller or Seller’s designees at the request of Buyer or with Buyer’s approval, and (ii) the cost to remedy the Objectionable Condition (in aggregate with all other Objectionable Conditions of which Seller has received proper notice) is greater than $150,000, it shall be deemed a “Major Objectionable Condition.” If notified of a Major Objectionable Condition, Seller shall give Buyer a credit at Closing for Seller’s portion of the cost to cure the Major Objectionable Condition (which shall be amounts over $150,000) (“Seller’s Cost Regarding Major Objectionable Condition”); provided, however if the aggregate cost to cure all Major Objectionable Conditions is greater than $300,000, Buyer may elect to terminate this Agreement. Seller shall not be responsible for the cost to remedy Objectionable Conditions less than $150,000, and, solely with respect to Objectionable Conditions that arise or are discovered after the Due Diligence Completion Date, Buyer shall not be entitled to terminate this Agreement and must proceed to Closing if it is not a Major Objectionable Condition or Seller agrees to provide Buyer a credit at Closing for Seller’s Cost Regarding Major Objectionable Condition.

If the aggregate cost to cure the Major Objectionable Conditions is greater than $300,000, Seller shall notify Buyer within five (5) days of Buyer’s notification whether it will attempt to cure the Major Objectionable Conditions. If Seller elects not to cure, Buyer may either (i) accept such Major Objectionable Conditions, proceed to Closing and receive a credit of $300,000 in satisfaction of Seller’s Cost Regarding Major Objectionable Conditions or (ii) terminate this Agreement, in which event Buyer shall deliver the items required in and pursuant to paragraph 17(b), the Earnest Money shall be returned to Buyer, and Buyer and Seller shall have no further rights or obligations under this Agreement except for those which specifically survive termination. Buyer shall notify Seller if it elects to proceed to closing under (i) above or terminate this Agreement under (ii) above within five (5) days after the date of such notice from Seller. If Buyer fails to notify Seller it elects to so terminate this Agreement, Buyer shall be deemed to have waived such Major Objectionable Conditions. If there are Major Objectionable Conditions for which Buyer obtains a credit at Closing in the amount of or in satisfaction of Seller’s Cost Regarding Major Objectionable Conditions, Buyer shall be responsible at its sole cost and expense for performing any work needed to cure the Major Objectionable Conditions at Buyer’s sole cost and expense.

“Objectionable Conditions” for the purposes of this paragraph 7 shall mean (i) the presence of any hazardous or toxic waste, substance or material not in the ordinary course of the business being conducted on any of the Properties and in violation of any applicable environmental statute, ordinance or regulation, (ii) the improvements are structurally unsound in violation of any applicable statutes, laws, and ordinances or require material replacement or repair, (iii) any of the Properties is in violation of applicable zoning either before the Closing or will be in violation following the Closing, or (iv) any of the Leases are in material default after the expiration of applicable notice and cure periods or any tenant shall have initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding.

(g)  Use Restrictions . Seller and Buyer acknowledge and agree that the Special Warranty Deed conveying the Fee Properties, the Special Warranty Deed conveying the Ground Lease Properties, the Ground Leases and the Condominium Documents will each contain various restrictions on the use of such Properties, specifically including, but not limited to, a prohibition on the use of the Properties by Buyer and Buyer’s tenants, successors and assigns to conduct Prohibited Competitive Services, substantially in a form and substance as are set forth in as described in Exhibit E attached hereto.

(h)  Rights of First Refusal . Seller and Buyer acknowledge and agree that the Special Warranty Deed conveying the Fee Properties and the Special Warranty Deed conveying the Ground Lease Properties, each contain a Right of First Refusal to purchase and a Right of First Refusal to lease the Properties given in favor of Seller and/or St. Rita’s Medical Center, granting the right to St. Rita’s Medical Center to consider the purchase and/or the lease of the Unit or Units of the Property when a bona fide offer has been made to Buyer, or Buyer’s transferee or assignee.

8.  Documents

(a)  Conveyance Document Completion Items . If this Agreement has not been otherwise terminated, Seller and Buyer shall agree to the form and content of the following on or prior to 5:00 p.m. on the Due Diligence Completion Date:

(i) the form of tenant estoppel (the “Tenant Estoppel”) for execution by tenants under Existing Leases and New Leases as required in paragraph 10(a)(xiii) of this Agreement, and this Agreement shall be amended to attach the form of Tenant Estoppel hereto as a new Exhibit F;

(ii) the form of subordination and non-disturbance agreement (“SNDA”) for execution by Seller, Buyer, tenants of all or portions of the Properties, and Buyer’s lender at Closing as required in paragraph 10(a)(xiii) of this Agreement, and the Agreement will be provided by Buyer and be attached hereto as Exhibit G;

(iii) the form of Limited Warranty Deed (the “Fee Deed”) by which the Seller will convey the Fee Properties to Buyer at Closing as required in paragraph 10(a)(i) of this Agreement, and this Agreement shall be amended to attach the form of the Fee Deed as Exhibit H.

(iv) the form of Limited Warranty Deed (the “Improvements Deed” and collectively, with the “Fee Deed,” the “Deeds”) by which Seller will convey the buildings and improvements on the Ground Lease Properties to Buyer at Closing as required in paragraph 10(a)(ii) of this Agreement, and this Agreement shall be amended to attach the form of approved Deed as a new Exhibit I;

(v) the form of Bill of Sale (the “Bill of Sale”) by which Seller will convey the Personalty to Buyer at Closing as required in paragraph 10(a)(iii) of this Agreement, and this Agreement shall be amended to attach the form of approved Bill of Sale as a new Exhibit J;

(vi) the form of Assignment of Tenant Leases (the “Lease Assignment”) by which Seller will transfer and convey the New Leases and Existing Leases (collectively, the “ Tenant Leases”) to Buyer at Closing as required in paragraph 10(a)(iv) of this Agreement, and this Agreement shall be amended to attach the form of approved Lease Assignment as a new Exhibit K;

(vii) the form of Assignment of Service Agreements (the “Service Agreements Assignment”) by which Seller will transfer and convey the Service Agreements to Buyer at Closing as required in paragraph 10(a)(v) of this Agreement, and this Agreement shall be amended to attach the form of approved Service Agreements Assignment as a new Exhibit L;

(viii) leases for execution by Buyer, as landlord, and Seller, as tenant, at Closing for the space currently occupied by Seller at each Property (the “Triple Net Master Leases”), and this Agreement shall be amended to attach the approved form of Triple Net Master Lease as a new Exhibit M.

(b)  Documents Provided by Buyer . Buyer shall furnish the following documents to be used in this transaction, subject to the approval of the Seller:

(i) the form of Tenant Estoppel (the “Tenant Estoppel”) for execution by tenants under Existing Leases and New Leases as required in Paragraph 10(a)(xiii) of this Agreement, and this Agreement shall be amended to attach the form of Tenant Estoppel hereto as a new Exhibit F;

(ii) the form of subordination and non-disturbance agreement (“SNDA”) for execution by Seller, Buyer, tenants of all or portions of the Properties, and Buyer’s lender at Closing as required in Paragraph 10(a)(xiii) of this Agreement, and the Agreement will be provided by Buyer and be attached hereto as a new Exhibit G;

(c)  Due Diligence Completion Date . Buyer or Seller, as indicated, shall use commercially reasonable, good faith efforts and shall work promptly and diligently to complete the following (the “First Set of Due Diligence Items”) to Buyer’s satisfaction on or before the Due Diligence Completion Date:

(i) Agreement of Seller and Buyer to cost allocations for services provided under contracts that jointly cover hospital and medical office building space or Buyer and Seller agreeing to separate agreements for the performance of such services in their respective Improvements and buildings, respectively;

(ii) Evidence in form and substance satisfactory to Buyer that the current services provided to the Properties for elevators, mechanical systems, life safety systems will continue after Closing at rates and terms reasonably acceptable to Buyer;

(iii) Evidence of ability (or lack thereof) to assign and transfer any warranties that cover roofs or equipment within the Properties;

(iv) Approval by Buyer of Exhibits C and D; and

(v) Receipt of evidence whether the current contracts for pest control and waste and garbage collection services for the Properties can be assigned.

(d)  Ground Lease and Declaration Document Completion Items . If this Agreement has not been otherwise terminated, the parties shall have agreed to the form and content of the following on or prior to 5:00 p.m. the Due Diligence Completion Date:

(i) a declaration of restrictive covenants, conditions and restrictions for each Fee Property and each Ground Lease Property which among other things may grant rights of access, utilities and parking, , grant rights to Seller for maintenance inspection, entity, and landscaping, and grant rights to Buyer and Seller to add structures to the existing properties;

(ii) the Agreement Regarding Property Management Services (the “Property Management Services Agreement”) by which Seller and Buyer will agree regarding services to be provided by Seller to Buyer with regard to the Properties, and this Agreement shall be amended to attach the form of approved Property Management Services Agreement as Exhibit M.

(e)  Additional Due Diligence Completion . Buyer or Seller, as indicated, shall use commercially reasonable, good faith efforts and shall work promptly and diligently to complete the following (the “Second Set of Due Diligence Items”; together with the First Set of Due Diligence Items, the “Due Diligence Items”) to Buyer’s satisfaction on or before the Due Diligence Completion Date:

(i) Receipt of evidence in form and substance from the governing authorities satisfactory to Buyer that the Fee Properties and Ground Lease Properties will, after completion of the Closing hereunder, comply with all applicable zoning ordinances;

(ii) Receipt of evidence in form and substance satisfactory to Buyer that the Fee Properties and Ground Lease Properties are served by utilities that are separately metered;

(iii) Evidence in form and substance satisfactory to Buyer that the Fee Properties and the Leasehold Land which is the subject of the Ground Leases is each separately assessed or may be separately assessed as of January 1, 2008, for ad valorem taxes and is not included for ad valorem tax purposes with any other land and that the buildings and improvements located on the Leasehold Land are assessed for ad valorem taxes separately from the underlying Land;

(iv) Receipt of a termite certification letter as may be required by Buyer’s lender; and

(v) Receipt of a certificate of occupancy for each Property or evidence that a certificate of occupancy is not available for a Property as may be required by Buyer’s lender,

(f)  Lender Document Completion Items . If this Agreement has not been otherwise terminated, Seller and Buyer shall agree to the form and content of the following on or prior to 5:00 on the Due Diligence Completion Date:

(i) The estoppels, if any, reasonably required by Buyer’s lender, the Landlord under the Ground Leases (the “Ground Lease Estoppels”), and this Agreement shall be amended to attach the form of such Ground Lease Estoppels as a new Exhibit N; and

(ii) The Ground Leases shall be in final form as agreed by Buyer and Seller following receipt after the Due Diligence Completion Date of any comments from Buyer’s lender.

(g)  Document and Due Diligence Completion . Buyer and Seller agree that they shall negotiate in good faith and shall work promptly and diligently to agree upon the form and content of the documents listed in this paragraph 8(a), (d) and (f) (the “Negotiated Documents”) on or prior to the Due Diligence Completion Date. In the event that Buyer and Seller, (i) fail to agree upon the form and content of any of the Negotiated Documents, or (ii) the Due Diligence Items are not satisfied to Buyer’s reasonable satisfaction, on or before the Due Diligence Completion Date, Buyer may terminate this Agreement by delivering written notice to Seller within three (3) days after the expiration of the Due Diligence Completion Date, including the delivery to Seller of all items in accordance with paragraph 17(b). If this Agreement is terminated, the Earnest Money shall be promptly returned to Buyer and the parties shall have no further obligations under this Agreement except for those which specifically survive termination.

9.  Prorations and Adjustments to Purchase Price The following prorations and adjustments shall be made between Buyer and Seller at Closing, or thereafter if Buyer and Seller shall agree:

(a) At Closing, Escrow Holder shall prorate real estate taxes and general assessments which are a lien but not yet due and payable based on the most recent tax duplicate (except that if there is or has been any reduction or abatement of taxes by virtue of the nature of the use of the Property or by virtue of any exception or reduction in favor of Seller, which reduction or abatement will no longer apply to the Property if Buyer acquires same or changes the use of the Property, then the proration shall be based on the full amount of such taxes without reduction or abatement and Seller shall also be charged with any “recaptured” taxes.) All special assessments will be paid in full at Closing. When the actual amount of such taxes becomes known, the Escrow Holder shall adjust the actual tax proration. The Escrow Holder shall retain in escrow an amount equal to the current tax rate times the difference between [thirty-five percent (35%)] of the Purchase Price and the assessed tax value of the Property, as shown on the last available County Treasurer’s tax duplicate pending such adjustment to the tax proration. All assessments, reassessed assessments and/or respread taxes upon the Property shall be paid in full out of Seller’s funds at Closing. The balance of any funds held in escrow on account of the tax proration made pursuant to this paragraph, after the payment of the tax installment for which the taxes were escrowed, shall be returned to Seller.

(b) All utility charges for the Properties (including, without limitation, telephone, water, storm and sanitary sewer, electricity, gas, garbage and waste removal) shall be prorated as of the Closing Date, transfer fees required with respect to any such utility shall be paid by or charged to Buyer, and Seller shall be credited with any deposits transferred to the account of Buyer; provided, however, that at either party’s election any one or more of such utility accounts shall be closed as of the Closing Date, in which event Seller shall be liable and responsible for all charges for service through the Closing Date and shall be entitled to all deposits theretofore made by Seller with respect to such utility, and Buyer shall be responsible for reopening and reinstituting such service in Buyer’s name, and shall be responsible for any fees, charges and deposits required in connection with such new account. If current, accurate information for prorating such utility charges is not available on the date of Closing, utility prorations made at Closing shall be estimated based on the best available information. After Closing and at such time that accurate information is available, Seller shall re-prorate the utility charges and shall notify Buyer in writing of the new proration. If the new utility proration reveals that monies are due either to or from one of the parties, the party owing the money shall pay such money to the other party within five (5) days of the date of Seller’s notice of the accurate utility proration.

(c) All rents (including base rent, percentage rent and all other rentals), payments for taxes, payments for insurance, payments for common area maintenance charges, payments for operating expenses and other payments on account of financial obligations of tenants under the Existing Leases and the New Leases (herein called the “Tenant Financial Obligations”), which have actually been paid as of the Closing Date shall be prorated as of the Closing Date. In the event that, at the time of Closing, there are any past due or delinquent Tenant Financial Obligations, Buyer shall use its reasonable efforts to collect such past due of delinquent Tenant Financial Obligations. Seller shall also have the right t