PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS

PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

BY AND BETWEEN

HCP, INC.,

a Maryland corporation

and

HCPI/INDIANA, LLC,

a Delaware limited liability company

(collectively, “Seller”)

and

G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC
a Delaware limited liability company

(“Buyer”)

Dated effective as of May 30, 2008

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TABLE OF CONTENTS

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PURCHASE AND SALE AGREEMENT

AND ESCROW INSTRUCTIONS

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this “ Agreement ”) is made effective as of May 30, 2008 (the “ Effective Date ”), by and between HCP, INC., a Maryland corporation (“ HCP ”), and HCPI/INDIANA, LLC, a Delaware limited liability company (“ HCP/Indiana ”, and together with HCP, “ Seller ”), and G&E HEALTHCARE REIT MEDICAL PORTFOLIO 3, LLC, a Delaware limited liability company (“Buyer”).

ARTICLE I.

PURCHASE AND SALE

Section 1.1 Agreement of Purchase and Sale . Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey or cause to be sold and conveyed to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to the following:

(a) the fee interest in and to those certain tracts or parcels of land situated in the State of Indiana and more particularly described on Exhibit A attached hereto and made a part hereof, in each case together with all easements, rights and appurtenances pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (the property described in clause (a) of this Section 1.1 being herein referred to as the “ Land ”). The addresses for the parcels of Land are also set forth on Exhibit A;

(b) the commercial buildings located on the Land, and any and all other buildings, structures, fixtures and other improvements affixed to or located on the Land, excluding trade fixtures owned by tenants (the property described in clause (b) of this Section 1.1 being herein referred to collectively as the “ Improvements ”);

(c) all tangible personal property which is owned by Seller, located upon the Land or within the Improvements, and used exclusively in connection with the operation or occupation of all or any part of the Land and Improvements, including, without limitation, any appliances, furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal property (the “ Personal Property ”); provided, however, that Personal Property shall specifically exclude (i) any tangible personal property owned by tenants or other occupants of the Properties (as such term is defined in Section. 1.2 hereof), and (ii) those specific items of tangible personal property listed on Exhibit B as “ Excluded Personal Property ”;

(d) to the extent they are in effect on the date of the Closing (as such term is defined in Section 4.1 hereof), any and all of Seller’s right, title and interest (i) as landlord/lessor in and to the leases, licenses, and occupancy agreements, including all amendments or modifications thereto or supplements thereof, covering all or any portion of the Real Properties (as such term is defined in Section 1.2 hereof) (collectively, the “ Leases ”), (ii) in and to all rents and other sums due under the Leases (collectively, the “ Rents ”) and (iii) any and all unapplied security deposits, prepaid rent, guaranties, letters of credit and other similar charges and credit enhancements providing additional security for the Leases in Seller’s possession or control or for which Seller is responsible under the Leases (collectively, the “ Security Deposits ”). Attached hereto as Schedule 1.1(d)-1 is a list of all Leases to which Seller is a party and the common name of the tenant thereunder. Schedule 1.1(d)-2 attached hereto sets forth the amount of any Security Deposit that has been provided to Seller in connection with each such Lease, and if such Security Deposit was provided in a form other than cash, the form thereof, in each case as of the Effective Date;

(e) any and all of Seller’s right, title and interest in and to all assignable Operating Agreements (as defined in Section 3.3 hereof) which have not been terminated pursuant to the terms of this Agreement prior to the Closing (collectively, the “ Assigned Operating Agreements ”); and

(f) to the extent assignable, all of Seller’s right, title and interest in and to (i) all warranties and guaranties (express or implied) issued to Seller in connection with the Improvements or the Personal Property, (ii) all permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Properties, (iii) all reports, test results, environmental assessments, surveys, plans and specifications, and (iv) the non-exclusive use of each facility and building name identified on Exhibit A (but only to the extent that Seller owns or has any right to use the same) (the property described in this clause (f) being sometimes herein referred to collectively as the “ Intangibles ”).

Section 1.2 Property Defined . The Land and the Improvements are hereinafter sometimes referred to, with respect to each tract or parcel more particularly described in Exhibit A , individually as a “ Real Property ,” and, with respect to all such tracts or parcels more particularly described in Exhibit A, collectively as the “ Real Properties .” The Real Property, the Personal Property, the Leases, the Rents, the Security Deposits, the Assigned Operating Agreements and the Intangibles are hereinafter sometimes referred to, with respect to each tract or parcel more particularly described in Exhibit A, individually as a “ Property ”, and, with respect to all such tracts or parcels more particularly described in Exhibit A, collectively as the “ Properties .”

Section 1.3 Purchase Price . Subject to the terms and conditions hereof, Seller shall sell and Buyer shall purchase the Properties for the amount of Ninety Million One Hundred Thousand Dollars ($90,100,000) (as increased or decreased by prorations and adjustments as herein provided) (the “ Purchase Price ”). The parties hereby agree that the Purchase Price shall be allocated among each Property as set forth on Schedule 1.3 attached hereto (the “ Allocated, Purchase Price ”). The parties agree that the Allocated Purchase Price has been arrived at by a process of arm’s-length negotiations, including, without limitation, the parties’ best judgment as to the fair market value of each respective Property, and the parties specifically agree to the Allocated Purchase Price as final and binding, and will consistently reflect those allocations on their respective federal, state and local tax returns, including any state, county and other local transfer or sales tax declarations or forms to be filed in connection with this transaction, which obligations shall survive the Closing.

Section 1.4 Payment of Purchase Price . The Purchase Price, as increased or decreased by prorations and adjustments as herein provided, shall be payable in full at the Closing in cash by wire transfer of immediately available funds to a bank account designated by Seller in writing to Buyer prior to the Closing. Not less than one (1) “ Business Day ” (as defined in Section 10.21 hereof) prior to the Closing, Buyer shall deposit into “ Escrow ” (as defined in Section 1.5 hereof), in cash or other immediately available funds, the full amount of the Purchase Price, less the Deposit previously deposited by Buyer into Escrow, and as increased or decreased by prorations and adjustments as herein provided.

Section 1.5 Opening of Escrow; Deposit . Within three (3) days following the mutual execution and delivery of this Agreement, (i) the parties shall establish an escrow (the “ Escrow ”) with First American Title Insurance Company (the “ Escrow Holder ” and “ Title Company ”), (ii) the parties shall deposit with the Escrow Holder a fully executed original or original counterpart(s) of this Agreement, and (iii) Buyer shall deposit with the Escrow Holder a sum equal to One Million Dollars ($1,000,000) (the “ Deposit ”) in good funds either by certified bank or cashier’s check or by federal wire transfer, which shall be allocated to each Property in the same percentage allocations as the Purchase Price is allocated to each Property (with respect to each Property, the “ Allocated Deposit ”). Escrow Holder shall hold the Deposit in an interest-bearing account of a federally insured bank or savings and loan association reasonably acceptable to Buyer and Seller, and shall otherwise handle the Deposit in accordance with the terms and conditions of this Agreement. All interest accrued on the Deposit shall be added to and become part of the Deposit. Subject to Section 4.11 hereof, the entire Deposit together with all interest accrued thereon shall be credited to the Purchase Price upon the Closing Date. The failure of Buyer to timely deliver any portion of the Deposit hereunder shall be a material default, and shall entitle Seller, at Seller’s sole option, to terminate this Agreement immediately and retain any portion of the Deposit previously delivered by Buyer as its sole and exclusive remedy for such default hereunder, at law and in equity. Except as otherwise specifically provided in this Agreement, the Deposit (including the accrued interest thereon) shall be nonrefundable upon expiration of the Contingency Period.

Section 1.6 Deposit as Liquidated Damages . AFTER THE EXPIRATION OF THE CONTINGENCY PERIOD, IN THE EVENT THE SALE OF THE PROPERTIES AS CONTEMPLATED HEREUNDER IS NOT CONSUMMATED BY REASON OF (i) BUYER’S DEFAULT UNDER THIS AGREEMENT WHICH IS NOT CURED WITHIN THE CURE PERIOD SPECIFIED IN SECTION 6.1, OR (ii) FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED, THEN THE DEPOSIT (INCLUDING ALL INTEREST EARNED FROM THE INVESTMENT THEREOF) SHALL BE DELIVERED TO SELLER AS LIQUIDATED DAMAGES. THE PARTIES RECOGNIZE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT THE SALE IS NOT CONSUMMATED AS A RESULT OF SUCH A BUYER DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED ARE

EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE AT THE EFFECTIVE DATE. THEREFORE, BY SEPARATELY EXECUTING THIS SECTION 1.6 BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES’ REASONABLE ESTIMATE OF SELLER’S DAMAGES AND NOT A PENALTY, AND SHALL BE SELLER’S SOLE AND EXCLUSIVE REMEDY AGAINST BUYER ARISING FROM A FAILURE OF THE SALE TO CLOSE AS A RESULT OF SUCH A BUYER’S DEFAULT OR FAILURE OF THE CONDITION SET FORTH IN SECTIONS 4.9(c) or (d) TO BE SATISFIED, BOTH AT LAW AND IN EQUITY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THIS SECTION 1.6 LIMIT THE DAMAGES RECOVERABLE BY EITHER PARTY AGAINST THE OTHER PARTY DUE TO THE OTHER PARTY’S OBLIGATION TO INDEMNIFY SUCH PARTY IN ACCORDANCE WITH THIS AGREEMENT OR THE “OTHER TRANSACTION DOCUMENTS” (AS DEFINED IN SECTION 10.6 HEREOF) OR BY REASON OF THE OTHER PARTY’S OBLIGATION TO PAY THE PREVAILING PARTY’S ATTORNEYS’ FEES AND COSTS PURSUANT TO SECTION 10.17 HEREOF. BY SEPARATELY EXECUTING THIS SECTION 1.6. BELOW OR ON THE NEXT PAGE, BUYER AND SELLER ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTOOD THE ABOVE PROVISION COVERING LIQUIDATED DAMAGES, AND THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THIS AGREEMENT, WAS EXECUTED. THE PROVISIONS OF THIS SECTION 1.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

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Section 1.7

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Escrow Holder . By its execution and delivery of this Agreement, Escrow Holder agrees to be bound by the terms and conditions of this Agreement to the extent applicable to its duties, liabilities and obligations as “ Escrow Holder .” Escrow Holder shall hold and dispose of the Deposit in accordance with the terms of this Agreement. Escrow Holder shall incur no liability in connection with the safekeeping or disposition of the Deposit for any reason other than Escrow Holder’s breach of contract, willful misconduct or negligence. If Escrow Holder is in doubt as to its duties or obligations with regard to the Deposit, or if the Escrow Holder receives conflicting instructions from Buyer and Seller with respect to the Deposit, the Escrow Holder shall not be required to disburse the Deposit and may, at its option, continue to hold the Deposit until both Buyer and Seller agree as to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition, or the Escrow Holder may interplead the Deposit in accordance with the laws of the State of California. Escrow Holder shall not be responsible for any interest on the Deposit except as is actually earned, or for the loss of any interest resulting from the withdrawal of the Deposit prior to the date interest is posted thereon. The Escrow General Provisions are attached hereto as Exhibit C and made a part hereof. In the event of any conflict between the terms and provisions of this Agreement and the Escrow General Provisions, the terms and provisions of this Agreement shall control.

Section 1.8 Independent Contract Consideration . Notwithstanding anything in this Agreement to the contrary, One Hundred and No/100 Dollars ($100.00) of the Deposit is delivered to the Escrow Holder for delivery to Seller as “ Independent Contract Consideration ”, and the Deposit is reduced by the amount of the Independent Contract Consideration so delivered to Seller, which amount has been bargained for and agreed to as consideration for Seller’s execution and delivery of this Agreement.

ARTICLE II.

TITLE AND SURVEY

Section 2.1 Title Contingency Period . During the period beginning on the Effective Date and ending at 5:00 p.m. Los Angeles, California time on the thirtieth (30th) day following the Effective Date (hereinafter referred to as the “ Title Contingency Period ”), Buyer shall have the right to review and investigate any and all conditions and aspects of title to the Real Properties. Without limiting the foregoing, Buyer shall have the right to review: (a) a current preliminary title report or title commitment prepared by the Title Company covering each of the Real Properties and all underlying exceptions, which shall be obtained by Buyer from the Title Company (the “ Title Commitments ”), and (b) a copy of the most current ALTA survey of each of the Real Properties in Seller’s possession and control, if any (the “ Existing Surveys ”) (the items referred to in clauses (a) and (b) of this Section 2.1 are hereinafter referred to as the “ Title Contingency Items ”); provided, however, in no event shall the Title Contingency Period be extended or delayed if Seller does not possess or is unable to locate an Existing Survey of any of the Real Properties. During the Title Contingency Period, Buyer shall also have the right to obtain and review additional documentation relating to the ownership of the Real Properties including, without limitation, a new or updated ALTA survey of each of the Real Properties prepared by a licensed surveyor or engineer, obtained by Buyer at Buyer’s sole cost (the “ New Surveys ”); provided, however, that in no event shall the Title Contingency Period be extended or delayed in order to permit Seller to obtain or review any New Surveys.

Section 2.2 Title Examination .

(a) Buyer shall notify Seller in a reasonably detailed writing (the “ Title Objection Notice ”) prior to the expiration of the Title Contingency Period which exceptions to title (including survey matters), if any, will not be accepted by Buyer and the specific grounds for disapproval thereof. Any exception to title, encumbrance or other matter which is disclosed in the Title Contingency Items or any New Surveys and which Buyer fails to disapprove prior to the expiration of the Title Contingency Period shall be deemed conclusively to have been approved by Buyer. If Buyer delivers any Title Objection Notice to Seller, then Seller shall have two (2) Business Days after receipt of the Title Objection Notice to notify Buyer in writing that Seller either (i) will remove such objectionable exception from title on or before the Closing, or (ii) elects not to cause such exception to be removed (a “ Non-Removal Notice ”); provided, however, that any Title Objection Notice which has been delivered by Buyer to Seller prior to the Effective Date shall be deemed to have been received by Seller on the Effective Date for the purposes of this Section 2.2. If Seller delivers a written notice to Buyer that Seller will remove such objectionable exception from title but fails to timely do so, then Buyer shall have the right to terminate this Agreement with respect to all (but not less than all) of the Properties, in which event, the provisions of Section 3.7 hereof shall apply. If Seller fails to notify Buyer of its election within said two (2) Business Day period, then Seller shall be deemed to have delivered a Non-Removal Notice as to that exception. Any updates to any Existing Surveys or New Surveys shall be Buyer’s sole responsibility, both as to performance and payment of costs therefor. If Seller gives (or is deemed to have given) Buyer a Non-Removal Notice, then Buyer shall have until the date that is three (3) Business Day after the date that Seller shall have given (or be deemed to have given) the Non-Removal Notice to notify Seller in writing that Buyer elects to either (A) nevertheless proceed with the purchase and take title to the Properties subject to such exceptions, or (B) terminate this Agreement with respect to all, but not less than all, of the Properties, in which event the provisions of Section 3.7 hereof shall apply. If Buyer fails to notify Seller in writing of its election on or prior to the expiration of such three (3) Business Day period, then Buyer shall be deemed to have elected to proceed with the purchase and take title to the Properties subject to such exceptions without any reduction in the Purchase Price. The operation of the notice and response provisions of this Section 2.2 shall extend the Closing Date only as necessary to effectuate the provisions of this Section 2.2.

(b) Buyer may, at or prior to Closing, notify Seller in writing (the “ Gap Notice ”) of any objection to any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights-of-way, or other matters affecting title to the Properties (each, an “ Intervening Lien ”) (i) raised by the Title Company after the expiration of the Title Contingency Period and prior to the Closing or otherwise disclosed on any update or revision to any New Survey received by Buyer after the expiration of the Title Contingency Period and prior to the Closing, and (ii) which (A) was not disclosed by the Title Company or by any Existing Survey, New Survey or any other materials made available to Buyer, prior to 5:00 p.m. Los Angeles, California time on the date which is two (2) Business Days prior to the expiration of the Title Contingency Period, (B) was not known to Buyer prior to the expiration of the Title Contingency Period, or (C) would not have been disclosed by a reasonable physical inspection of the Properties prior to the expiration of the Title Contingency Period. Buyer must notify Seller of such objection to any such Intervening Liens within three (3) Business Days of receiving written notice of, or materials disclosing, the existence of such Intervening Liens (provided, however, if receipt of written notice of, or materials disclosing, such additional title matters is less than three (3) Business Days prior to the Closing Date, then the Closing Date shall be extended to permit the procedures in this section to be implemented or Seller shall have the right to terminate this Agreement in Seller’s sole discretion). Failure to timely deliver a Gap Notice to Seller shall be deemed to be Buyer’s approval of any such Intervening Lien. If Buyer sends a Gap Notice to Seller, then Buyer and Seller shall have the same rights and obligations with respect to such Gap Notice as apply to a Title Objection Notice under Section 2.2(a) .

Section 2.3 Permitted Exceptions . The Properties shall be conveyed subject to the following matters, which are hereinafter referred to as the “ Permitted Exceptions ”:

(a) those matters that are either approved or deemed approved by Buyer in accordance with Section 2.2 and Section 2.3 hereof;

(b) the rights of tenants or other occupants under the Leases, any subleases and any other occupancy agreements under the Leases or otherwise entered into pursuant to Section 5.5(b) ;

(c) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the date of Closing, subject to proration as herein provided;

(d) local, state and federal laws, ordinances or governmental regulations, including, but not limited to building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Properties; and

(e) items shown on the Title Commitments, Existing Surveys or New Surveys and not objected to by Buyer, or waived or deemed waived by Buyer in accordance with Section 2.2 hereof and if Buyer does not obtain New Surveys, those matters which would be disclosed by an accurate survey or inspection of the Properties.

Section 2.4 Conveyance of Title . At Closing, Seller shall convey and transfer, or cause to be conveyed or transferred, to Buyer with respect to each Real Property, fee simple title to such Real Property by execution and delivery of the Deeds (as defined in Section 4.2(a) hereof). Evidence of delivery of such fee title shall be the issuance by the Title Company of current ALTA Standard Coverage Owner’s Policies of Title Insurance (or its equivalent in the applicable jurisdictions) (each a “ Title Policy ”, and collectively, the “ Title Policies ”) covering each Real Property, in the full amount of the Allocated Purchase Price for such Real Property, showing fee title to such Real Property vested exclusively in Buyer, subject only to the Permitted

Exceptions (or the Title Company’s written commitment to issue such Title Policies). Except as provided below and in Section 4.6 hereof, the cost of the Title Policies shall be paid by Seller. If prior to Closing, Buyer shall deliver to the Title Company New Surveys meeting the minimum standards as required by the Title Company for issuance of ALTA Extended Owner’s Policies of Title Insurance (or its equivalent in the applicable jurisdictions), then Buyer shall be entitled to obtain ALTA Extended Coverage Owner’s Policies (or its equivalent in the applicable jurisdictions) in lieu of ALTA Standard Coverage Owner’s Policies (or its equivalent in the applicable jurisdictions) so long as the Closing is not thereby delayed. Buyer shall pay the additional premium for such extended coverage policies, including any endorsements thereto, unless such endorsement is necessary to cure an objectionable exception identified in Section 2.2(a) above that Seller has agreed to remove (“ Curative Endorsements ”), and the cost of any New Surveys.

ARTICLE III.

REVIEW OF PROPERTY

Section 3.1 Right of Inspection .

(a) During the period from the Effective Date and ending at 5:00 p.m. Los Angeles, California time on the thirtieth (30th) day following the Effective Date (hereinafter referred to as the “ Contingency Period ”), Buyer shall have the right (i) to review and investigate any and all conditions and aspects of the Properties in its sole discretion (except as expressly provided below and except for title and survey matters, which shall be governed by Article II hereof), (ii) to receive and review copies of those items listed in Exhibit D attached hereto (except to the extent identified in such Exhibit D as items to be made available for Buyer’s inspection and review at Seller’s offices or at the offices of Seller’s property manger) (the “ Property Documents ”) to the extent in Seller’s possession or control, and (iii) at Buyer’s sole cost and expense, to make physical inspections of and conduct tests and reviews upon the Properties, including, but not limited to, an inspection of the environmental condition thereof pursuant to the terms and conditions of this Agreement and to examine such other documents and files (i.e., in addition to the Property Documents) concerning the ownership, use, occupancy, leasing, maintenance, operation and development of the Properties that are within Seller’s possession or control. The Property Documents shall be (if they have not already been) made available to Buyer through the secure website (the “ E-Room ”) to which Buyer has previously been granted access on or before one (1) Business Day after the Effective Date. All other documents and files within Seller’s possession or control shall be made available for Buyer’s review at Seller’s offices or at the offices of Seller’s property manager. If required by law, Seller shall provide a Natural Hazards Disclosure Report or similar disclosure report as may be required or proscribed by the applicable jurisdictions prior to the expiration of the Contingency Period.

(b) Notwithstanding anything to the contrary contained in Section 3.1(a) hereof (except to the extent listed on Exhibit D ), Buyer acknowledges that it shall have no right to examine any of the following documents in connection with its review of the Properties: (i) partnership, limited liability company or corporate records of Seller, (ii) internal memoranda of Seller, (iii) financial projections or budgets prepared by or for Seller, (iv) appraisals prepared by or for Seller, (v) accounting or tax records of Seller, (vi) similar proprietary, confidential or privileged information, and (vii) any internal memoranda relating to the foregoing (collectively, the “ Confidential Documents ”). In addition, notwithstanding anything to the contrary contained in Section 3.1(a) hereof, Buyer shall have no right to examine any cost estimates relating to any work recommended by and included as a part of any physical inspection, engineering or other system reports prepared by or for Seller relating to the Properties (collectively, the “ Physical Inspection Reports ”), and Seller shall have the right to redact such cost estimates from such Physical Inspection Reports prior to Buyer’s examination of the same.

(c) All on-site inspections of the Properties shall be undertaken in accordance with the terms and conditions of that certain Access Agreement, dated of even date with the Effective Date, by and between Seller and Buyer (as may be amended, modified, supplemented and amended and restated from time to time, the “ Access Agreement ”). Upon request by Seller, Buyer will furnish to Seller (without representation or warranty of any kind, express or implied), all non-proprietary inspection reports prepared for Buyer with respect to the Properties by independent third parties (provided that in no event shall Buyer be required to deliver any Confidential Documents or other attorney-client communications or any internal memoranda prepared by counsel to Buyer or any physical inspection reports except for the Physical Inspection Reports described in Section 3.1(b) hereof) at no charge to Seller. Buyer agrees to protect, indemnify, defend (with counsel satisfactory to Seller) and hold Seller and Seller’s employees, officers, directors, representatives, invitees, tenants, agents, contractors, servants, attorneys, shareholders, participants, affiliates, partners, members, parents, subsidiaries, successors and assignees, free and harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of, or resulting from, the inspection of the Properties by Buyer or its agents or consultants; provided, however, that Buyer shall not be responsible for any liability, damage, loss, cost or expense arising out of Buyer’s discovery of a pre-existing condition at any of the Properties, including reporting any such condition to the appropriate authorities if required to do so by law and Seller shall be solely responsible for any liability, damage, loss, cost or expense arising out of Buyer’s discovery of such pre-existing condition at any of the Properties, and for compliance with any reporting obligation that arises from such discovery. Notwithstanding anything to the contrary in this Agreement, (1) Buyer shall not be relieved of its obligation to indemnify, defend and hold harmless Seller to the extent that any pre-existing condition is aggravated by Buyer and/or Buyer’s representatives in connection with any inspection of the Properties, and (2) Buyer’s obligation to indemnify, defend and hold harmless Seller pursuant to this Section 3.1(c) shall survive Closing or any termination of this Agreement until such time as it is determined by final judgment that any claims against Buyer for such matters indemnified under this paragraph are fully and finally barred as to Buyer by the applicable statute of limitations.

(d) Buyer’s right of access to the Properties shall also include the right during the Contingency Period to meet and confer with tenants of the Properties in accordance with the terms and conditions of the Access Agreement.

Section 3.2 Environmental Reports . BUYER ACKNOWLEDGES THAT BUYER HAS RECEIVED COPIES OF THE ENVIRONMENTAL REPORTS LISTED ON EXHIBIT D (THE “ ENVIRONMENTAL REPORTS ”) WHICH WERE MADE AVAILABLE ON THE E-ROOM AS PART OF THE PROPERTY DOCUMENTS WITHOUT REPRESENTATION AND WARRANTY. SELLER SHALL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER FOR ANY INACCURACY IN OR OMISSION FROM ANY ENVIRONMENTAL REPORT. BUYER SHALL HAVE NO CLAIMS AGAINST THE PREPARER OF ANY ENVIRONMENTAL REPORT PROVIDED BY SELLER. BUYER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO THE EXPIRATION OF THE CONTINGENCY PERIOD, ITS OWN INVESTIGATION OF THE ENVIRONMENTAL CONDITION OF THE PROPERTIES TO THE EXTENT BUYER DEEMS SUCH AN INVESTIGATION TO BE NECESSARY OR APPROPRIATE.

Section 3.3 Operating Contracts . As part of the Property Documents, Seller shall deliver to Buyer a schedule listing all service contracts, vending machine, telecommunications and other facilities leases, utility contracts, maintenance contracts, management contracts, leasing contracts, equipment leases, brokerage and leasing commission agreements and other agreements relating to the upkeep, repair, maintenance, management, leasing or operation of the Land, Improvements or Personal Property (collectively, the “ Operating Agreements ”) and copies thereof; provided, however, that notwithstanding anything to the contrary in Section 3.1 hereof , such schedule and copies shall be provided within five (5) Business Days following the Effective Date. Buyer shall have the right, in its sole discretion, to request that Seller provide notice of termination of any Operating Agreement that is terminable by notice to the other party thereto in accordance with its terms by delivering to Seller written notice of such election (the “ Contract Termination Notice ”) on or before the expiration of the Contingency Period. If Buyer timely delivers a Contract Termination Notice with respect to any such Operating Agreement, Seller shall, within five (5) Business Days after receipt of such Contract Termination Notice and after the end of the Contingency Period and provided that this Agreement has not otherwise been terminated in accordance with its terms, provide such notice of termination to the counter party to such Operating Agreement, specifying a termination date for such Operating Agreement to be the later of (i) the Closing Date or (ii) the earliest possible date for termination of the Operating Agreement in accordance with the terms thereof. If Buyer fails to deliver the Contract Termination Notice within such time period, Buyer shall be deemed to have elected to not have Seller deliver a termination notice with respect to any such Operating Agreement. To the extent not terminated as of the Closing Date pursuant to the terms of this Section 3.3 , at Closing, Buyer shall assume all assignable Operating Agreements then in effect, and each such assignable Operating Agreement then in effect shall be deemed an “ Assigned Operating Agreement ”. All Assigned Operating Agreements assumed by Buyer at the Closing will be assumed only with respect to any obligations arising thereunder from and after the Closing, as more particularly described in this Agreement and the Exhibits hereto and subject to the prorations and adjustments provided herein.

Section 3.4 No Financing Contingency . It is expressly agreed that there shall not be any conditions making Buyer’s obligations under this Agreement contingent upon the obtaining of any financing by Buyer. The purchase of the Properties under this Agreement shall be on an “ALL CASH” basis, to be paid in accordance with Section 4.3 of this Agreement.

Section 3.5 [Intentionally Omitted] .

Section 3.6 Due Diligence; Right of Termination . If for any reason whatsoever, Buyer determines that the Properties or any aspect thereof is unsuitable for Buyer’s acquisition, Buyer shall have the right to terminate this Agreement with respect to all, but not less than all, of the Properties by giving written notice thereof to Seller prior to the expiration of the Contingency Period, and if Buyer gives such notice of termination within the Contingency Period, then this Agreement shall terminate in accordance with the provisions of Section 3.7 below. If Buyer fails to give Seller a notice of termination prior to the expiration of the Contingency Period, subject to the other terms and conditions of this Agreement, then Buyer shall be deemed to have elected to proceed with the purchase of the Properties pursuant to the terms of this Agreement; provided, however, Buyer’s approval (or deemed approval) of title and survey matters shall at all times be governed by Article II hereof.

Section 3.7 Rights Upon Termination . If this Agreement is terminated by Buyer in the manner and within the applicable time period(s) provided pursuant to the provisions of this Agreement, or because of a failure of a condition precedent to the parties’ obligations hereunder as set forth in Section 4.7 and Section 4.9 below, then (i) each party shall promptly execute and deliver to the Escrow Holder such documents as Escrow Holder may reasonably require to evidence such termination, (ii) the Deposit shall be returned to Buyer, (iii) all instruments in Escrow shall be returned to the party depositing the same, (iv) at the request of Seller, Buyer shall return or destroy all items previously delivered by Seller to Buyer and/or furnish to Seller (without representation or warranty of any kind, express or implied), all non-proprietary inspection reports prepared for Buyer with respect to the Properties by independent third parties (provided that in no event shall Buyer be required to deliver any attorney-client communications or any internal memoranda prepared by counsel to Buyer), (v) Buyer and Seller shall each pay one-half (1/2) of all Escrow and title cancellation charges (except as otherwise provided for in this Agreement), and (vi) neither party shall have any further rights, obligations or liabilities whatsoever to the other party concerning the Properties by reason of this Agreement, except for any indemnity obligations of either party pursuant to the provisions of this Agreement or the Other Transaction Documents or otherwise expressly stated in this Agreement or the Other Transaction Documents to survive termination. Notwithstanding the foregoing, in the event of a termination of this Agreement pursuant to Section 6.2 , then the Deposit shall be disbursed to Seller in accordance with Section 1.6 hereof. Notwithstanding the foregoing, if Closing does not occur as a result of Seller’s failure to satisfy any of its obligations set forth in Section 4.7, or as a result of Buyer’s failure to satisfy any of its obligations set forth in Section 4.9, then the party failing to satisfy its obligations shall pay all title and Escrow charges and expenses. The provisions of this Section 3.7 shall survive the Closing, but shall not limit the rights of (x) any party under Section 6.1 and Section 6.2 , in the event of a default under this Agreement by the other party, or (y) Seller under Section 1.6 in the event of the failure of the condition in Sections 4.9(c) or (d) to be satisfied.

ARTICLE IV.

CLOSING

Section 4.1 Time and Place . The consummation of the transaction contemplated hereby (“ Closing ”) shall occur on or before the thirtieth (30th) day following the expiration of the Contingency Period (the actual date on which Closing shall occur being referred to herein as the “ Closing Date ”). The term “ Closing ” is used in this Agreement to mean the time and date the transactions hereby are closed with respect to the Properties and the Title Policies are issued (or the Title Company has provided its written commitment to issue such Title Policies), regardless of whether the Deeds are actually recorded in the Official Records of the Recorder of the County in which the Properties are situated.

Closing shall be consummated through the Escrow administered by the Escrow Holder. At Closing, Seller and Buyer shall perform the obligations set forth in, respectively, Section 4.2 and Section 4.3 hereof, the performance of which obligations shall be covenants to the parties to perform and shall be concurrent conditions.

Section 4.2 Seller’s Obligations at Closing . Except as otherwise expressly provided below, at or prior to Closing, Seller shall:

(a) with respect to each Real Property, deliver or cause to be delivered to Buyer through Escrow an original duly executed and acknowledged special warranty deed in substantially the form attached hereto as Exhibit F , but with such changes thereto as are required by any applicable laws in the jurisdiction where such Real Property is located (the “ Deed ”);

(b) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed bill of sale in the form attached hereto as Exhibit G (the “ Bill of Sale ”);

(c) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed assignment and assumption agreement (the “ Assignment of Leases ”) in the form attached hereto as Exhibit H;

(d) with respect to each Property, deliver or cause to be delivered to Buyer through Escrow two (2) original counterparts of a duly executed assignment and assumption agreement (the “ Assignment of Contracts and Intangibles ”) in the form attached hereto as Exhibit I;

(e) deliver to Buyer through Escrow executed notices in the form attached hereto as Exhibit J (the “ Tenant Notices ”);

(f) if any representation or warranty of Seller needs to be modified due to changes since the Effective Date, deliver to Buyer a duly executed original certificate of Seller (“ Seller’s Closing Certificate ”), dated as of the Closing Date and executed on behalf of Seller by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.1 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Seller be liable to Buyer for, or be deemed to be in default under this Agreement by reason of, any breach of representation or warranty which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Seller to prevent. The occurrence of a change in a representation and warranty shall, if materially adverse to Buyer, as determined by Buyer in Buyer’s reasonable good faith business judgment, constitute the non-fulfillment of the condition set forth in Section 4.7(b) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Seller’s Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;

(g) deliver to the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;

(h) deliver to Buyer through Escrow a certificate in the form attached hereto as Exhibit K duly executed by Seller, stating that Seller is not a “foreign person”, a “foreign corporation”, a “foreign partnership”, a “foreign trust”, a “foreign estate”, or a “disregarded entity” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act, along with any applicable State or local law equivalent;

(i) within thirty (30) days following the Closing, deliver to Buyer outside of Escrow or at the Properties all original Leases, together with all original leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Properties (but excluding any Confidential Documents), in each case to the extent in the possession of Seller. Prior to delivery of the foregoing, Seller may, at its sole cost, make a copy of all files, records and documents which Seller has delivered to Buyer. In addition, for a period of twelve (12) months after the Closing or until the particular Property is sold by Buyer, whichever is earlier, Buyer shall use commercially reasonable efforts to provide Seller copies (without representation or warranty of any kind, express or implied), at Seller’s sole cost and expense, of all files, records and documents delivered to Buyer in connection with the Closing to the extent in Buyer’s possession, promptly after the receipt of an advance written request by Seller; provided that Buyer shall have no monetary liability for failure to comply with this clause. The provisions of this Section 4.2(i) shall survive the Closing;

(j) deliver an owner’s affidavit with regard to each Property to the Escrow Holder in substantially the form attached hereto as Exhibit L, but with such changes thereto as are necessary to provide the information required by such affidavit with respect to such Property;

(k) deliver to Buyer possession and occupancy of the Properties, subject to the Permitted Exceptions;

(l) execute and deliver a closing statement acceptable to Seller through

Escrow;

(m) perform and satisfy all agreements and covenants required hereby to be performed by Seller prior to or at the Closing;

(n) to the extent reasonably required by the Title Company, deliver a gap indemnity agreement with regard to each Property to Escrow Holder in a form reasonably acceptable to Seller and the Title Company; and

(o) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.

Section 4.3 Buyer’s Obligations at Closing . At, or prior to Closing, Buyer

shall:

(a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided in immediately available wire transferred funds pursuant to Section 1.4 hereof;

(b) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Contracts and Intangibles;

(c) if any representation or warranty of Buyer needs to be modified due to changes since the Effective Date, deliver to Seller a duly executed original certificate of Buyer (“ Buyer’s Closing Certificate ”), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;

(d) deliver to the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer;

(e) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Leases;

(f) execute and deliver a closing statement acceptable to Buyer through Escrow;

(g) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing;

(h) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “ Release ”) in the form attached hereto as Exhibit N; and

(i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.

Section 4.4 Escrow Holder’s Obligations at Closing . The Escrow Holder shall undertake the following at or promptly after Closing:

(a) If necessary, the Escrow Holder is authorized and instructed to insert the date Escrow closes as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date;

(b) Cause the Deeds and any other recordable instruments which the parties so direct to be recorded in the Official Records of the Recorder of the County in which the Properties are located. If permitted by applicable law, the Escrow Holder is hereby instructed not to affix the amount of any Transfer Tax (as defined in Section 4.6(b)(v) hereof) on the face of the Deeds, but to pay on the basis of a separate affidavit of Seller not made a part of the public record;

(c) Cause each non-recorded document to be delivered to the party acquiring rights thereunder, or for whose benefit such document was obtained;

(d) Deliver to Buyer the Title Policies; and

(e) Deliver to Seller the Purchase Price and such other funds, if any, as may be due to Seller by reason of credits under this Agreement, less all items chargeable to Seller under this Agreement.

(f) Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code of 1986, as amended (the “ Internal Revenue Code ”), the Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, HCP’s

tax identification number is 33-0091377 and HCP/Indiana’s tax identification number is 33-0828747. The Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorney’s fees and other litigation expenses, arising or resulting from the failure or refusal of the Escrow Holder to comply with such reporting requirements.

Section 4.5 Credits and Prorations .

(a) All income and expenses of the Properties shall be apportioned as of 12:01 a.m. on the day of Closing as if Buyer were vested with title to the Properties during the entire day upon which Closing occurs. Such prorations, if and to the extent known and agreed upon as of the Closing, shall be paid by Buyer to Seller (if the prorations result in a net credit to Seller) or by Seller to Buyer (if the prorations result in a net credit to Buyer) by increasing or reducing the cash to be paid by Buyer at the Closing. Any such prorations not determined or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash as soon as practicable following the Closing. Such prorated items include without limitation the following:

(i) all Rents and any other income with respect to the Properties received by the Closing, if any;

(ii) taxes and assessments (including personal property taxes on the Personal Property) levied against the Properties;

(iii) any improvement assessment liens or other similar assessments which encumber the Properties, it being understood that Seller shall have no obligation to pay all or any portion of the principal amount of any such assessments, except to the extent required under the terms of such assessments to be paid prior to Closing;

(iv) utility charges for which Seller is liable, if any, such charges to be apportioned at Closing tentatively on the basis of the most recent meter reading occurring prior to Closing (dated not more than fifteen (15) days prior to Closing) or, if unmetered, on the basis of a current bill for each such utility and adjusted when actual information is available;

(v) all amounts payable with respect to the Operating Agreements and all Leasing Commissions and Tenant Inducement Costs as provided in Section 4.5(b)(vii) hereof; and

(vi) any other operating expenses or other items pertaining to the Properties which are customarily prorated between a buyer and a seller in the County in which the Properties are located.

(b) Notwithstanding anything contained in Section 4.5(a) hereof with respect to each Property:

(i) Rent actually received under the Leases shall be apportioned as of the Closing Date. With respect to any Rent arrearages existing under the Leases on the Closing Date, after Closing, Buyer shall promptly pay to Seller any Rent actually collected by Buyer that is applicable to the period preceding the Closing Date and Seller shall promptly pay to Buyer any Rent actually collected by Seller that is applicable to the period on or after the Closing Date; provided, however, that (i) all Rent received by Seller or Buyer within the first ninety (90) day period after the Closing shall be applied first to delinquent Rent, if any, in the order of its maturity, and then to current Rent, and (ii) all Rent received by Seller or Buyer after the first ninety (90) day period after the Closing shall be applied first to then current Rent and then to delinquent Rent, if any, in the inverse order of maturity. After the Closing, Buyer shall make good faith efforts to collect all Rent arrearages in accordance with Buyer’s normal collection practices; provided, however, that Buyer need not institute litigation to collect Rent due under such Lease prior to Closing. Seller shall be permitted to pursue collection of any Rent arrearages applicable to the period prior to the Closing, provided that Buyer shall not incur any (and Seller shall indemnify, defend and hold Buyer harmless against) all cost, expense or liability in connection therewith and provided further that Seller shall not commence any, legal or equitable proceedings against any tenant with respect to the collection of any Rent arrearages following the Closing;

(ii) At Closing, Seller shall credit to the account of Buyer the amount of any cash Security Deposits held by Seller pursuant to the Leases (to the extent such Security Deposits have not been applied against delinquent Rents under the Leases) and any interest earned thereon which by law or the terms of the Leases is required to be paid or refunded to tenants under the Leases;

(iii) All real property taxes and assessments assessed or levied against or with respect to the Property in 2007, which are due and payable in 2008, and for all tax years prior thereto (including for the tax year 2006, which taxes were not timely billed in 2007, and therefore are now payable in 2008) shall be the responsibility of Seller. All real property taxes and assessments assessed or levied against or with respect to the Property for 2008, which are due and payable in 2009, and for all tax years thereafter shall be the responsibility of Buyer. At Closing, Seller shall pay all real property taxes and assessments assessed or levied against or with respect to the Property for which Seller is responsible as herein provided, to the extent the same are known and due and payable as of the Closing Date. If the actual amount of any real property taxes and assessments assessed or levied against or with respect to the Property for which Seller is responsible as herein provided are known as of the Closing Date, but not yet due and payable as of the Closing Date, then Buyer shall assume responsibility for the same and Buyer shall receive a credit against the Purchase Price at the Closing for such real property taxes and assessments and Buyer shall thereafter pay such real property taxes and assessments when due. If the actual amount of any real property taxes and assessments assessed or levied against or with respect to the Property for which Seller is responsible as herein provided are not yet known as of the Closing Date, then the parties shall estimate such real property taxes and assessments based upon the most recent assessment or available estimates and the following shall apply: (i) Buyer shall receive a credit against the Purchase Price at the Closing for such estimated amount of such real property taxes and assessments for which Seller is responsible as herein provided; (ii) Buyer shall assume responsibility for payment of such taxes and assessments and shall pay the same when due; and (iii) the parties shall re-prorate such taxes and assessments after the actual assessment(s) are known;

(iv) Charges referred to in Section 4.5(a) hereof (including real property taxes and assessments pursuant to Section 4.5(a)(iii) hereof) which are payable by any tenant directly to a third party or which are reimbursable as Additional Rent as provided below shall not be apportioned hereunder and Buyer shall look solely to the tenant responsible therefor for the payment of such charges; provided however, that with respect to this Section 4.5 (b)(iv), the same shall not apply to the extent that any such tenant(s) has paid such property taxes and/or assessments to Seller or its agent as a part of Additional Rent, or otherwise, for any period for which such taxes and assessments remain unpaid and outstanding in respect of the Real Estate.  For purposes of clarity, if Seller has collected such amounts from any such tenant(s) in respect of accrued but unpaid taxes and assessments for which Buyer is responsible or for which Buyer has otherwise agreed to assume payment as provided in Section 4.5(b)(iii) above, Seller shall credit the same against the Purchase Price for the benefit of Buyer at Closing as further provided in Section 4.5(b)(vi) ; provided, however, that Seller shall not credit any such amounts against the Purchase Price to the extent that Seller is responsible for the payment of such property taxes and/or assessments pursuant to Section 4.5(b)(iii) above. If Seller shall have paid any of such charges on behalf of any tenant, and shall not have been reimbursed therefor by the time of Closing, Buyer shall credit to Seller an amount equal to all such charges so paid by Seller.

(v) As to utility charges referred to in Section 4.5(a)(iv) hereof, Seller may upon notice to Buyer elect to pay one or more of all of said items accrued to the date hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the extent Seller so elects, such item shall not be apportioned hereunder, and Seller’s obligation to pay such item directly in such case shall survive the Closing or any termination of this Agreement;

(vi) Any percentage rent, charges for real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base Rent under the Leases (collectively, the “ Additional Rents ”) shall be prorated on the Closing Date between Buyer and Seller based on the best estimate of Buyer and Seller (and taking into account the prior year adjustments and a good faith estimate of any real property taxes and assessments). Prior to Closing, Seller shall deliver to Buyer for its review and approval a preliminary statement setting forth its estimate of the proration of such Additional Rents. Buyer and Seller shall complete a final proration of Additional Rents as soon as practicable after Closing, but in any event within ninety (90) days thereafter; provided, however, if such final proration cannot be reasonably completed within such ninety (90) day period because any real estate taxes and assessments for any applicable period are not yet known, then such final proration shall be completed as soon as such taxes and assessments are actually known. Prior to Closing, and as part of the preliminary statement, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller prior to closing and the amount of reimbursable expenses paid by Seller prior to Closing. On or before the date which is sixty (60) days after Closing, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable by tenants under the Leases, and the amount of Additional Rents received by Seller and Buyer relating thereto (the “ Reconciliation ”); provided, however, that if such Reconciliation cannot reasonably be completed within such sixty (60) day period because any real estate taxes or assessments for any applicable period are not yet known, then such Reconciliation shall be prepared by Buyer and delivered to Seller promptly following the date the same are actually known. Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller, Seller shall promptly, but in no event later than fifteen (15) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller, Buyer shall pay to Seller the amount of such underpayment within fifteen (15) days following Buyer’s receipt of any such amounts from the tenants and after the Closing Buyer shall make good faith efforts to collect any underpayments (including for any real estate taxes and assessments that are not yet known, when such amounts are known) in accordance with Buyer’s normal collection practices; provided, however, that Buyer need not institute litigation to collect the same under any Lease. Notwithstanding anything to the contrary herein, Seller shall deliver to Buyer or credit against the Purchase Price at Closing any amounts collected by Seller on account of Additional Rents from tenants, which based upon Seller’s estimates, exceeds the actual Additional Rent owing from such tenants through the Closing (i.e., amounts collected from such tenants on account of Additional Rent in excess of such tenants’ actual year-to-date share of expenses for which the same have been collected); and

(vii) On the Closing Date, Buyer shall be responsible for the payment of (A) all “ Tenant Inducement Costs ” (as hereinafter defined) and “ Leasing Commissions ” (as hereinafter defined), which become due and payable (whether before or after Closing) as a result