REAL ESTATE PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1

REAL ESTATE PURCHASE AND SALE AGREEMENT

      THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “ Agreement ”) is entered into as of October 20, 2006 by and between CLSB I, LLC, a Delaware limited liability company (the “ Seller ”), having an office c/o Lyme Properties LLC, 101 Main Street, 18 ^th floor, Cambridge, MA 02142 Attn: Robert L. Green and BioMed Realty, L.P., a Maryland limited partnership (the “ Purchaser ”), having an office at 17140 Bernardo Center Drive, Suite 222, San Diego, California 92128. CLSB II, LLC, a Delaware limited liability company (the “ CLSB II Assignor ”) having an office c/o Lyme Properties, LLC, 101 Main Street, 18 ^th floor, Cambridge, MA 02142 Attn: Robert L. Green, has also executed this Agreement for the purposes set forth in the CLSB II Assignor Provisions.

     In consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

Definitions

      Section 1.1. Definitions . For purposes of this Agreement, capitalized terms not otherwise defined herein have the meanings set forth below:

     “ Actual Remaining Cost ” shall have the meaning set forth in Section 2.2(b) .

     “ Architect ” shall mean Tsoi/Kobus & Associates, Inc.

     “ Architect’s Statement ” shall have the meaning set forth in Section 6.1(e) .

     “ Asserting Party ” shall have the meaning set forth in Section 11.21 .

     “ Assignment and Assumption Agreement ” shall mean an Assignment, Assumption and Bill of Sale Agreement in substantially the form attached hereto as Schedule 8.2(e) .

     “ Berry Contract ” shall mean that certain construction contract dated June 25, 2002 between New Blackfan LLC (predecessor in interest to Seller) and Contractor, as amended.

     “ BIDMC ” shall mean Beth Israel Deaconess Medical Center, Inc., a Massachusetts corporation.

     “ BIDMC Letter of Credit ” shall mean that certain Letter of Credit issued by Bank of America in the stated amount of $28,800,000.00 as Letter of Credit No. 68006542, issued under the Turnkey Garage Agreement.

     “ BIDMC P&S ” shall mean that purchase and sale agreement between BIDMC and Lyme Properties LLC, predecessor in interest to Seller, dated as of November 22, 2002, as amended.

     “ Brokerage Agreements ” shall mean the lease brokerage agreements listed on the attached Schedule 7.2(b)(iv)-4 .

     “ Business Day ” shall mean any day of the week other than Saturday, Sunday, or a day on which banking institutions in Boston, Massachusetts are obligated or authorized by law or executive action to be closed to the transaction of normal banking business.

     “ Certificate ” shall have the meaning set forth in Section 6.1(g) .

     “ Children’s Hospital Self-Help Security ” shall mean the rights of the CLSB II Borrower to the BIDMC Letter of Credit as set forth in that certain Pledge and Security Agreement dated August 14, 2006, between CLSB II Borrower, Seller and CLSB II Assignor, which rights are subject to that certain Intercreditor Agreement dated as of August 14, 2006, between CLSB II Borrower, Anglo Irish Bank Corporation plc, Seller and CLSB II Assignor.

     “ Claim ” shall have the meaning set forth in Section 10.6 .

     “ Claim Period ” shall have the meaning set forth in Section 7.3(d) .

     “ Closing ” shall mean the consummation of the purchase and sale of the Property and the assignment of the CLSB II Purchase Money Loan pursuant to the terms of this Agreement.

     “ Closing Date ” shall mean November 17, 2006, as such date may be extended in accordance with express extension provisions of this Agreement.

     “ Closing Statement ” shall have the meaning set forth in Section 8.4(i) .

     “ CLSB II Assignor Provisions ” shall mean those Sections of this Agreement making specific reference to CLSB II Assignor.

     “ CLSB II Assignor’s Estoppel Certificate ” shall have the meaning set forth in Section 6.1(h) .

     “ CLSB II Borrower ” shall mean Longwood Research Institute, Inc., a Massachusetts non-profit corporation, the borrower under the CLSB II Purchase Money Loan.

     “ CLSB II Mortgage ” shall have the meaning set forth in Section 6.1(m) .

     “ CLSB II Purchase Money Loan ” shall mean that certain loan from CLSB II Assignor, as lender, to the CLSB II Borrower, as borrower.

     “ CLSB II Purchase Money Loan Documents ” shall mean the documents evidencing the CLSB II Purchase Money Loan, which documents are listed on the attached Schedule 7.2(e)(i) .

     “ CLSB II Title Policy ” shall have the meaning set forth in Section 6.1(m) .

     “ Code ” shall mean the Internal Revenue Code of 1986, and all amendments thereto and all regulations issued thereunder.

     “ coming due ” shall have the meaning set forth in Section 6.4(c) .

     “ Condemnation ” shall have the meaning set forth in Section 6.3(a) .

     “ Confidential Information ” shall mean all information concerning the Property, the CLSB II Purchase Money Loan, the Leases and Seller, excluding information that is available to the general public from sources other than disclosure by Purchaser or its agents in violation of this Agreement.

     “ Construction Agreements ” shall mean the Berry Contract and the TKA Contract.

     “ Construction Personal Property ” shall mean materials or other items used in connection with the construction of the Project that are or will become the property of Seller.

     “ Contract Substantial Completion Date ” shall have the meaning set forth in the Contractor’s Statement.

     “ Contractor ” shall mean William A. Berry & Son, Inc.

     “ Contractor’s Statement ” shall have the meaning set forth in Section 6.1(d) .

     “ Cross Easement Agreement ” shall have the meaning set forth in Schedule 4.1 .

     “ Damage Cap ” shall have the meaning set forth in Section 10.4 .

     “ Deed ” shall mean a quitclaim deed from Seller to Purchaser in the form attached hereto as Schedule 8.2(a) .

     “ Defending Party ” shall have the meaning set forth in Section 11.21 .

     “ Deposit ” shall have the meaning set forth in Section 3.1 .

     “ Disputed Architect Claims ” shall have the meaning set forth in the Architect’s Statement.

     “ Disputed Contractor Claims ” shall have the meaning set forth in the Contractor’s Statement.

     “ Due Diligence Materials ” shall have the meaning set forth in Section 5.2 .

     “ Effective Date ” shall mean the date of this Agreement.

     “ Environmental Laws ” shall have the meaning set forth in Section 11.19 .

     “ eRoom ” shall have the meaning set forth in Section 5.2 .

     “ Escrow Agent ” shall mean the Title Company.

     “ Hazardous Materials ” shall have the meaning set forth in Section 11.19 .

     “ Lease Expenses ” shall mean the Seller Lease Expenses and the Purchaser Lease Expenses.

     “ Leases ” shall mean the leases listed on the attached Schedule 7.2(b)(iv)-1 .

     “ Listed Permits ” shall mean the licenses, permits, approvals, certificates and entitlements listed on Schedule 7.2(b)(iv)-6 attached hereto.

     “ Major Event ” shall have the meaning set forth in Section 6.3(a) .

     “ Miscellaneous Consultant Agreements ” shall mean the contracts and agreements that are listed on the attached Schedule 7.2(b)(iv)-2 .

     “ Miscellaneous Consultant Consent ” shall mean an agreement in the form attached as Schedule 5.5(a) .

     “ Major Line Item ” shall have the meaning set forth in Section 2.2 .

     “ Net Proceeds ” shall have the meaning set forth in Section 6.3(a) .

     “ New Lender ” shall mean any lender or lenders (or any agent on their behalf) providing financing to Purchaser in connection with the transactions contemplated herein.

     “ Other Matters ” shall mean the contracts and matters that are listed on the attached Schedule 7.2(b)(iv)-3 .

     “ Permits ” shall mean any licenses, permits, approvals, certificates or entitlements issued in connection with the Project, including the Listed Permits.

     “ Permitted Assignee ” shall mean, with respect to Purchaser, any New Lender or any permitted assignee under Section 11.3 , and with respect to any New Lender, any Person eligible to be an assignee of the New Lender’s interests under the documents entered into by Purchaser and New Lender with respect to the financing of the transactions contemplated herein.

     “ Permitted Exceptions ” shall mean: (a) all matters shown on the Title Commitment (other than Seller Mortgages) or the Survey, except for those matters (other than any matter that

would otherwise constitute a Permitted Exception under this definition) as to which, in accordance with Section 4.1 : (i) Purchaser makes a written objection on or before the expiration of the Study Period; and (ii) Seller elects to use reasonable efforts to cure; (b) if Purchaser fails to obtain the Title Commitment before the end of the Study Period, all matters of public record as of the last day of the Study Period (other than Seller Mortgages); (c) all matters, whether or not of record, that arise out of the actions of Purchaser or Persons acting under Purchaser; (d) any documents evidencing the Leases, the Construction Agreements, the Miscellaneous Consultant Agreements or any Other Matters to be assigned to Purchaser under this Agreement; (e) the lien of general real estate taxes, personal property taxes and all water, sewer, utility, trash and other similar charges and assessments which are not yet due and payable; (f) any lien, encumbrance or governmental obligation which either affects solely the property of a tenant under a Lease or is the obligation of such tenant to discharge, cure or comply with; (g) all laws, regulations and ordinances restrictions including, without limitation, all environmental, use, building and zoning laws affecting the Properties or the ownership, use or operation thereof now in effect or which may be in force and effect on the Closing Date with respect to such Properties; (h) any notice of contract and (i) all matters (other than Seller Mortgages) that the Title Company is willing to insure over to the reasonable satisfaction of Purchaser without material additional premium or indemnity (other than additional premium or indemnity that Seller in its sole discretion elects to pay or give). Without limitation, Permitted Exceptions include all of the matters referred to in Schedule 4.1 attached.

     “ Person ” shall mean any individual, estate, trust, partnership, limited liability company, limited liability partnership, corporation, governmental agency or other legal entity and any unincorporated association.

     “ Personal Property ” shall mean all right, title and interest of Seller in all Permits (except to the extent such Permit cannot be assigned in accordance with applicable law), Reports, the Leases (including any security deposits delivered thereunder), the Construction Agreements, the Miscellaneous Consultant Agreements, the Other Matters, matters referred to in Schedule 4.1 , the Brokerage Agreements, the Plans and Specifications, the Construction Personal Property and in all surveys, blue prints, drawings and other documentation for or with respect to the Project; all marketing artwork, booklets, manuals and promotional and advertising materials concerning the Project (including the www.centerforlifescience.com website and any other websites, photographs, videos or other tangible or intellectual property concerning the Project) in each case to the extent available and in the possession and control of Seller; all tenant data, correspondence with past, present and prospective tenants, vendors suppliers and utility companies in each case to the extent available and in the possession and control of Seller; such other existing books, records and documents used solely in connection with the construction or operation of the Property to the extent available and in the possession and control of Seller; all intellectual property with respect to the Property, including but not limited to, trade names and trademarks associated with the Property or by which the Property is commonly known or designated, and all claims and causes of action with respect to any of the foregoing arising from and after the Closing; provided, however, that Seller (x) makes no representations or warranties whatsoever with respect to any of the Personal Property (except as and to the extent expressly set forth in Section 7.2 ) and (y) Purchaser acknowledges and agrees that Seller and/or the Seller Parties may use photographs or other reproductions of the Property after the Closing for marketing or other

reasonable purposes. For the avoidance of doubt, Purchaser expressly acknowledges that trademarks, trade names, copyrights or other intellectual property in and to the legal or trade names of any direct or indirect owner of Seller or Assignor, including without limitation the names “Lyme,” “Lyme Properties” and “New Blackfan” (but excluding the name “Center for Life Science”) shall not be transferred from Seller to Purchaser, nor shall the following be transferred or conveyed as Personal Property (i) any information or documents related to the transaction of which this Agreement is a part, (ii) any projections and other internal memoranda or materials, (iii) financial statements of Seller or CLSB II Assignor, appraisals, budgets, strategic plans for the Property, internal analyses and submissions relating to Seller’s obtaining of internal authorizations and the like and (iv) any attorney and accountant work product or any other materials subject to any legal privilege in favor of Seller.

     “ Plans and Specifications ” shall mean the plans and specifications with regard to the construction of improvements on the Real Property, a list of which is attached hereto as Schedule 7.2(b)(vi) .

     “ Post-Closing Escrow Agreement ” shall have the meaning set forth in Section 10.5 .

     “ Post-Closing Escrow Funds ” shall have the meaning set forth in Section 10.5 .

     “ Pro Forma Remaining Major Line Item Cost ” shall have the meaning set forth in Section 2.2(b) .

     “ Project ” shall mean the improvements to be constructed on the Real Property.

     “ Property ” shall mean the Real Property and the Personal Property.

     “ Purchase Money Loan Estoppel Certificate ” shall have the meaning set forth in Section 6.1(h) .

     “ Purchase Price ” shall mean the purchase price for the Property and the CLSB II Purchase Money Loan as specified in Section 2.2(a) .

     “ Purchaser Lease Expenses ” shall mean, collectively, any third party costs or expenses (including any brokerage fees) arising out of or in connection with (a) any of the Leases, to the extent such costs and expenses were not due and payable prior to the Closing, as the same are set forth on the attached Schedule 7.2(b)(iv)-4 , (b) any extension, expansion or other right exercised by any Tenant under any Lease after the Effective Date, or (c) any new lease or Lease modification entered into with Purchaser’s prior approval as provided in this Agreement between the Effective Date and the Closing Date.

     “ Purchaser Title Objections ” shall have the meaning set forth in Section 4.1 .

     “ Purchaser’s Endorsements ” shall mean the following to the extent such endorsements are generally available for real property such as the Real Property in the Commonwealth of Massachusetts: (1) owner’s comprehensive; (2) access; (3) “same as” survey; (4) subdivision;

(5) zoning 3.1; (6) deletion of standard mechanic’s lien exception and (7) deletion of creditor’s rights exception.

     “ Purchaser’s REIT Entity ” shall have the meaning set forth in Section 6.4 .

     “ Real Property ” shall mean the real property described on Exhibit A attached hereto and all buildings, structures and other improvements located thereon, together with and subject to all privileges, rights, easements and appurtenances belonging to or burdening such property (including the Permitted Exceptions) and all right, title and interest of Seller, if any, in and to any streets, alleys, passages or other rights-of-way or appurtenances included in, adjacent to or used in connection with such property.

     “ Reconciliation Amount ” shall have the meaning set forth in Section 2.2(c) .

     “ Remaining Contract Amount ” shall have the meaning set forth in the Architect’s Statement.

     “ Remaining GMP Amount ” shall have the meaning set forth in the Contractor’s Statement.

     “ Reports ” shall mean any reports by any third party engineering, architectural, environmental or other like consultants regarding Hazardous Materials at the Real Property which were prepared for Seller in connection with and following Seller’s acquisition of the Real Property and are within Seller’s possession or control, including the reports listed on the attached Schedule 7.2(b)(iv)-5 . The Reports are Confidential Information.

     “ Restricted Period ” shall mean the period commencing on the date that is two (2) Business Days prior to the expiration of the Study Period and ending on the earlier of the Closing or the termination of this Agreement.

     “ Security Deposits ” shall mean all security deposits delivered to Seller as landlord under the Leases.

     “ Seller Lease Expenses ” shall mean, collectively, any third party costs or expenses (including any brokerage fees) arising out of or in connection with any of the Leases (other than any Purchaser Lease expenses) to the extent the same are due prior to the Closing.

     “ Seller Mortgage ” shall mean any mortgage or deed of trust granted or assumed by Seller and encumbering the Real Property or any portion thereof or any other lien securing the payment of a liquidated sum of money voluntarily created by Seller, but shall not include the Children’s Hospital Self Help Security or any mortgage that Purchaser elects to assume at the Closing.

     “ Seller Parties ” shall mean Seller, CLSB II Assignor, affiliates of either of the foregoing, and each of their respective direct and indirect owners, and their respective agents, partners, officers, directors, trustees, attorneys, advisors, managers and employees.

     “ Seller Representations ” shall mean the representations and warranties of Seller and CLSB II Assignor expressly set forth in Section 7.2 .

     “ Seller’s Broker(s) ” shall mean Cushman & Wakefield and Lyme Properties LLC.

     “ Seller’s Estoppel Certificate ” shall mean an estoppel certificate from the Seller substantially in the form attached as Schedule 6.1(c) .

     “ Seller’s Title Election Period ” shall have the meaning set forth in Section 4.1 .

     “ Statements ” shall mean, collectively, the Contractor’s Statement and the Architect’s Statement.

     “ Study Period ” shall mean the period commencing on the Effective Date of this Agreement and ending at 5:00 p.m. East Coast time on November 3, 2006.

     “ Survey ” shall have the meaning set forth in Section 4.1 .

     “ Surviving Obligations ” shall mean all obligations of a party which by their terms expressly survive the Closing or termination of this Agreement.

     “ TAPA ” means that certain Transportation Access Plan Agreement between the City of Boston Transportation Department and New Blackfan LLC (predecessor in interest to Seller) for Blackfan Research Center Project dated July 13, 2004, as amended.

     “ Tenant Estoppel Certificate ” shall have the meaning set forth in Section 6.1(c ).

     “ Tenants ” shall mean the tenants under the Leases.

     “ Tenant’s Remaining Base Building Change Order Reimbursements ” shall have the meaning set forth in Schedule 6.1(c) .

     “ Tenant’s Remaining Base Building Design Change Reimbursements ” shall have the meaning set forth in Schedule 6.1(c) .

     “ Threshold Amount ” shall have the meaning set forth in Section 10.1 .

     “ Title Commitment ” shall mean a commitment in customary form evidencing the Title Company’s commitment to issue the Title Policy to Purchaser.

     “ Title Company ” shall mean the Boston, Massachusetts office of Stewart Title Guaranty Company, having an address of 99 Summer Street, 2nd Floor, Boston, Massachusetts 02110, Attention: Marie Franco, Esq.

     “ Title Cure Cap ” shall mean Four Hundred Thousand Dollars ($400,000).

     “ Title Objection Notice ” shall have the meaning set forth in Section 4.1 .

     “ Title Policy ” shall mean an ALTA Owner’s Policy of title insurance, with extended coverage (i.e., with ALTA General Exceptions deleted), dated as of the date and time of the recording of the Deed, in the amount of the Purchase Price, insuring Purchaser as owner of good, marketable and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions and including the Purchaser’s Endorsements.

     “ TKA Agreement ” shall mean that certain Agreement between Owner and Architect dated as of December 30, 2003 between New Blackfan LLC (predecessor in interest to Seller) and the Architect, as amended.

     “ Turnkey Garage Estoppel ” shall mean an estoppel certificate from BIDMC substantially in the form attached hereto as Schedule 5.5(b) .

     “ Turnkey Garage Agreement ” shall mean that certain Blackfan Research Center Turnkey Garage Agreement dated as of June 24, 2005 between BIDMC and Seller.

     “ Update ” shall have the meaning set forth in Section 7.3(c) .

     “ Update Termination Period ” shall have the meaning set forth in Section 7.3(c) .

     “ Updated Certificate ” shall have the meaning set forth in Section 6.1(j) .

     “ when due ” shall have the meaning set forth in Section 6.4(c) .

ARTICLE 2

Agreement: Purchase Price

      Section 2.1. Agreement to Sell and Purchase . Subject to the terms and provisions hereof, Seller agrees to sell the Property to Purchaser and CLSB II Assignor agrees to sell CLSB II Assignor’s interest as lender under the CLSB II Purchase Money Loan to Purchaser, and Purchaser agrees to purchase the Property and the CLSB II Purchase Money Loan from, respectively, Seller and CLSB II Assignor.

      Section 2.2. Purchase Price . (a) The purchase price for the Property and the CLSB II Purchase Money Loan shall be the sum of Five Hundred Seven Million Three Hundred Seventy Thousand Dollars ($507,370,000), plus or minus the Reconciliation Amount described below (the “ Purchase Price ”). Subject to the adjustments and apportionments set forth in this Agreement, the Purchase Price shall be paid on the Closing Date by wire transfer of immediately available federal funds to such account of Seller as Seller designates in writing to Purchaser. Seller, CLSB II Assignor and Purchaser agree that of the Purchase Price, the amount of Seventeen Million Six Hundred Thousand Dollars ($17,600,000) shall be allocable to Purchaser’s acquisition of the CLSB II Purchase Money Loan (and shall also be the amount set

forth as the line item for the CLSB II Purchase Money Loan on Schedule 2.2(b) ), and the remainder of the Purchase Price shall be allocable to Purchaser’s acquisition of the Property.

     (b) The Purchaser and Seller have agreed upon the sum of One Hundred Eighty Six Million Four Hundred Thirty Eight Thousand Seven Hundred Sixty Seven Dollars ($186,438,767) (the “ Pro Forma Remaining Major Line Item Cost ”) as the total estimated amount that remains to be expended under the line items (each such line item, a “ Major Line Item ”) set forth in Schedule 2.2(b) . The Seller shall provide to the Purchaser, prior to the Closing, the following statements corresponding to such line items: (i) the Contractor’s Statement showing the Remaining GMP Amount with respect to the Berry Contract, (ii) the Architect’s Statement showing the Remaining Contract Amount with respect to the TKA Agreement, (iii) either (a) the estoppel certificates required under Section 6.1(c) with respect to any Lease under which a tenant improvement allowance is provided (as such tenant improvement allowances are described in any such Lease) stating the amount of such allowances that have been funded under such Leases as of the respective dates of such estoppel certificates or (b) in the event that such estoppel certificates do not provide the amount of such allowances that have been funded, then a Seller’s Estoppel Certificate setting forth such amounts as of the date of such certificate (and Seller shall provide reasonable back-up materials with respect to any such amounts if a Seller’s Estoppel Certificate is given), (iv) either (a) the estoppel certificates required under Section 6.1(c) with respect to any Lease stating the Tenant’s Remaining Base Building Change Order Reimbursements and Tenant’s Remaining Base Building Design Change Reimbursements amounts remaining to be reimbursed to the landlord as of the respective dates of such estoppel certificates (as all such terms are defined in such estoppel certificates) or (b) in the event that such estoppel certificates do not provide the amounts of such reimbursements, then a Seller’s Estoppel Certificate setting forth such amounts as of the date of such certificate (and Seller shall provide reasonable back-up materials with respect to any such amounts if a Seller’s Estoppel Certificate is given), and (v) either (a) the Purchase Money Loan Estoppel Certificate or (b) a CLSB II Assignor’s Estoppel Certificate stating the amount of principal remaining to be paid under the CLSB II Purchase Money Loan. Such Statements, estoppel certificates or statements respectively shall be the “ Actual Remaining Cost ” of the item in question.

     (c) The “ Reconciliation Amount ” shall be arrived at as follows:

     (d) If Seller expends any funds with respect to any Major Line Item following the applicable date of the document used to determine the Actual Remaining Cost with respect to such Major Line Item, then reasonable evidence of such expenditures shall be provided to Purchaser and the Purchase Price shall be increased by the amount of such expenditures as part of the Reconciliation Amount.

ARTICLE 3

Deposit

      Section 3.1. Deposit . Purchaser shall deposit with Escrow Agent no later than the following events the following amounts: (i) on the third (3rd) Business Day after the Effective Date, Ten Million Dollars ($10,000,000), (ii) on the third (3rd) Business Day after the date of the expiration of the Study Period, if Purchaser fails to terminate this Agreement in accordance with Section 5.2 , Ten Million Dollars ($10,000,000) (individually or collectively, as the case may be at any time, the “ Deposit ”), such that the total Deposit at such time shall be Twenty Million Dollars ($20,000,000). The Deposit shall be held by Escrow Agent in a segregated “money market” interest bearing account pursuant to an escrow agreement in the form attached hereto as Schedule 3.1 . Escrow Agent shall invest the Deposit in an interest-bearing savings account or short-term U.S. Treasury Bills or similar cash-equivalent securities, as directed by Purchaser and Seller. Any and all interest earned on the Deposit shall be reported to Purchaser’s federal tax identification number and shall become part of the Deposit. The Deposit shall be applied to the Purchase Price if the Closing occurs. If Purchaser fails to deliver any installments of the Deposit to Escrow Agent within the time required under this Section 3.1 , then this Agreement shall, at Seller’s election, terminate (other than the Surviving Obligations), and any Deposit then held by Escrow Agent shall be promptly paid or delivered to Seller following such termination. At Purchaser’s election all or any portion of the Deposit may be made by delivering to the Escrow Agent a letter of credit, which shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit in a form reasonably approved by Seller issued or confirmed for direct payment by a financial institution acceptable to Seller that will accept draws upon such letter of credit in either Boston, Massachusetts or New York, New York, that expires no earlier than one hundred twenty (120) days after the Closing Date, in favor of Seller entitling Seller to draw thereon based solely on a statement purportedly executed by an officer of Seller stating that it has the right to draw thereon. Purchaser shall remain fully liable for the amount of the Deposit,

without duplication, if any such letter of credit evidencing the Deposit expires, is terminated or is otherwise not payable to or drawable by Seller in accordance with the terms of this Agreement.

ARTICLE 4

Survey and Title Commitment

      Section 4.1. Title and Survey . Purchaser may: (a) order an “as built” survey of the Real Property (the “ Survey ”) by a licensed surveyor or registered professional engineer reasonably acceptable to Purchaser; and (b) cause the Title Company to prepare and furnish the Title Commitment to Purchaser and Seller, together with copies of all instruments referred to thereon as exceptions to title. Purchaser shall deliver an original of the Survey and a copy of the Title Commitment (and such instruments) to Seller within three (3) Business Days of receipt thereof by Purchaser. In the event that Purchaser fails to obtain a Title Commitment or Survey prior to the expiration of the Study Period, then Purchaser shall waive any right to object to any matter set forth in a Title Commitment or Survey, as the case may be, following the expiration of the Study Period.

     Not later than the expiration of the Study Period, Purchaser shall give Seller a written notice (the “ Title Objection Notice ”) that sets forth in reasonable detail an explanation of any objections that Purchaser has to title or survey matters affecting the Real Property (the “ Purchaser Title Objections ”); provided, however, that Purchaser shall have no right to object to any Permitted Exceptions. Seller shall have until 5:00 p.m. Boston time on the third (3rd) Business Day from its receipt of the Title Objection Notice (“ Seller’s Title Election Period ”) to give Purchaser notice as to whether Seller elects to use reasonable efforts to cure the Purchaser Title Objections by the Closing Date. If Seller fails to give Purchaser written notice of such election before the end of Seller’s Title Election Period, Seller shall be deemed to have elected not to attempt to cure the Purchaser Title Objections. If Seller elects not to or is deemed to have elected not to attempt to cure any one or more of the Purchaser Title Objections, such Purchaser Title Objections shall constitute Permitted Exceptions and Purchaser shall have until 5:00 p.m. Boston time on the fifth (5th) Business Day after the end of the Study Period to elect whether to take title to the Property subject to such matters or to terminate this Agreement by giving written notice to Seller of such termination on or before such time on such fifth (5th) Business Day, and failure of Purchaser to so terminate this Agreement shall be deemed an election to take title to the Property subject to such matters. If (x) Seller elects to use reasonable efforts to cure any one or more of the Purchaser Title Objections, or (y) the Property becomes subject to any defect in title arising after the date of any Title Commitment or Survey obtained prior to the expiration of the Study Period, as the case may be, Purchaser shall notify Seller within three (3) Business Days of becoming aware of such defect (or at the Closing if less than three (3) Business Days remain until the Closing Date) and Seller shall have until the Closing Date, which Seller may in its sole discretion, exercisable by written notice to Purchaser on or before the Closing Date, extend for one or more periods of up to sixty (60) days in total to provide additional time to complete such cure. If at the Closing Date, as so extended, Seller has not completed such cure then Purchaser shall have the option of either accepting the title as it then is or receiving a refund of the Deposit, which shall promptly be returned to Purchaser and thereupon except for Surviving Obligations

Purchaser and Seller shall have no further obligations or liabilities under this Agreement. If Seller elects to use reasonable efforts to cure any one or more of Purchaser Title Objections, Seller shall in no event be required to bring or settle a lawsuit to clear any title defects and, except for Seller Mortgages, Seller shall never be required to expend more than the amount of the Title Cure Cap to cure all Purchaser Title Objections. All Seller Mortgages will be satisfied by Seller at or prior to the Closing or, if not so satisfied, shall be satisfied at Closing by reserving proceeds otherwise payable to Seller in a manner reasonably satisfactory to the Title Company.

      Section 4.2. Discharge of Title Objections Notwithstanding anything herein to the contrary, Seller shall be deemed to have removed or corrected each matter or condition that is not a Permitted Exception if, in Seller’s discretion and at its sole cost, Seller either (a) causes the Title Company to remove such matter or condition as an exception to title in the Title Commitment issued at Closing or affirmatively insures against the same in a manner reasonably acceptable to Purchaser, in each case without any additional cost to Purchaser, whether such insurance is made available in consideration of payment, bonding, indemnity of Seller or otherwise, or (b) delivers (i) its own funds (or directs that a portion of the Purchase Price be delivered) in an amount needed to fully discharge any such matter or condition to the Title Company with instructions for the Title Company to apply such funds to fully discharge any such matter or condition, and (ii) if required by the Title Company, such instruments in recordable form as are necessary to enable the Title Company to discharge such matter or condition of record.

ARTICLE 5

Inspection

      Section 5.1. Access During the pendency of this Agreement, Purchaser, personally or through its authorized agents, shall be entitled upon reasonable advance notice to Seller to enter upon the Real Property during normal business hours and shall have the right to make such investigations, studies and analyses as Purchaser deems necessary or advisable, subject to the following limitations: (a) such access shall not violate any law or, so long as the same has been delivered to Purchaser, any agreement to which Seller is a party; (b) a representative of Seller shall have the right to be present when Purchaser or its representatives conducts its or their investigations on the Real Property or communicates with any Tenants, (c) neither Purchaser nor its representatives shall interfere with any construction activities taking place on the Real Property (except to a de minimis extent); (d) neither Purchaser nor its agents shall damage the Real Property or any portion thereof (except to a de minimis extent); (e) before Purchaser or its agents enter onto the Real Property, Purchaser shall deliver to Seller a certificate of insurance naming Seller as an additional insured, evidencing commercial general liability insurance (including property damage, bodily injury and death) issued by an insurance company having a rating of at least “A-VII” by A.M. Best Company, with limits of at least $1,000,000 per occurrence for bodily or personal injury or death and $2,000,000 aggregate per location; (f) Purchaser shall: (i) use reasonable efforts to perform all on-site due diligence reviews on an expeditious and efficient basis; and (ii) indemnify, hold harmless and defend the Seller and Seller Parties against, and hold each of them harmless from, all loss, liability, claims, costs

(including reasonable attorneys’ fees), liens and damages resulting from or relating to the activities of Purchaser or its agents; provided, however, that Purchaser shall not indemnify, hold harmless or defend Seller or any of the Seller Parties against any loss, liability, claims, costs (including reasonable attorney’s fees), liens or damages caused by Seller’s negligence or willful misconduct, or which arise out of the mere discovery of conditions that were present before Purchaser entered onto the Real Property and (g) without Seller’s prior written consent, which Seller may give or withhold in its absolute discretion, Purchaser shall not conduct any Phase II investigations, soil borings or other invasive tests on or around the Real Property. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement.

      Section 5.2. Study Period (a) Purchaser shall have the Study Period to (i) physically inspect the Property, ascertain that the Property has sufficient characteristics for its purposes, conduct appraisals, examine construction documents, perform examinations of the physical condition of the Property and any improvements located thereon, and examine the Property for the presence of Hazardous Materials, in each case as provided for in Section 5.1 , and (ii) review any materials delivered and/or made available to Purchaser and/or Purchaser’s representatives (including, without limitation, the Reports and those items contained in that certain data room website located at https://extranet.piperrudnick.com/eRoom/lyme/LymeeRoom1 (such website being the “ eRoom ”) and have access to such other records relating to construction of the Project as are in Seller’s possession or control (collectively, the “ Due Diligence Materials ”) and to otherwise conduct such due diligence review of the Property and the Project as Purchaser, in its absolute discretion, deems appropriate all at its sole cost. Where this Agreement uses words such as “made available to Purchaser”, “provided to Purchaser”, “disclosed to Purchaser” and the like, the presence of any information in the eRoom prior to the commencement of the Restricted Period shall mean that such information was made available, provided, delivered and disclosed to Purchaser.

     (b) Prior to the conclusion of the Study Period, Purchaser shall notify Seller as to which Miscellaneous Consultant Agreements Purchaser will assume and which Miscellaneous Consultant Agreements shall be terminated by Seller in Purchaser’s sole discretion, and in the absence of any such notice, Purchaser shall be deemed to elect to assume all of the Miscellaneous Consultant Agreements. Purchaser will assume the obligations coming due after the Closing Date under those Miscellaneous Consultant Agreements which Purchaser has elected (or is deemed elected) to assume, to the extent that the parties to such agreements agree to such assumption. Seller shall terminate at Closing all Miscellaneous Consultant Agreements that are not so assumed.

     (c) If, before the end of the Study Period, Purchaser shall for any reason in Purchaser’s sole discretion, determine that it does not wish to purchase the Property, Purchaser shall be entitled to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Study Period, and thereupon the Deposit shall promptly be returned to Purchaser and, except for the Surviving Obligations, Seller, CLSB II Assignor and Purchaser shall have no further obligations or liabilities to each other hereunder. If Purchaser fails to give such notice prior to the expiration of the Study Period, it shall conclusively be deemed to have elected to waive its right to terminate this Agreement under this Section 5.2 and shall be obligated to purchase the Property in accordance with the terms hereof. If Purchaser terminates

this Agreement under this Section 5.2 or under any other provision of this Agreement, Purchaser shall promptly deliver to Seller copies of all reports, studies and investigations relating to the Property in Purchaser’s possession or under its control, the same to be without warranty or representation by Purchaser or cost to Seller.

      Section 5.3. Confidentiality (a) Notwithstanding anything herein to the contrary, but subject to Section 5.3(b) and 5.3(c) , Purchaser confirms and ratifies all of its obligations set forth in the confidentiality agreement executed by it, an executed copy of which is attached hereto as Schedule 5.3 , and such obligations are incorporated herein. Subject to Section 5.3(b) and 5.3(c) , Purchaser shall hold all Confidential Information in confidence and shall not at any time disclose or permit the disclosure of the Confidential Information to any Person without Seller’s prior written consent. Purchaser further agrees to use the Confidential Information only for purposes of evaluating the Property or the CLSB II Purchase Money Loan in connection with its purchase thereof in accordance with the terms of this Agreement. Notwithstanding the foregoing, (i) Purchaser may disclose the Confidential Information to its affiliates, legal counsel, consultants, engineers, accountants, lenders and similar third parties for their review of the Confidential Information in connection with Purchaser’s purchase of the Property subject to the terms of this Section 5.3 , and (ii) Purchaser may disclose the Confidential Information to the extent that such disclosure is required by law (including any securities law) or court order, provided that Purchaser first shall provide written notice thereof to Seller. If this Agreement is terminated before the Closing, Purchaser promptly shall return the Confidential Information to Seller and shall not retain copies thereof.

     (b) Neither Seller nor Purchaser shall make any public announcements concerning the sale of the Property pursuant to this Agreement without first obtaining the prior written consent of the other; provided, however, that Seller and Purchaser may, in their own discretion and without the consent of the other, make such public announcements concerning the sale or the Property as may be required by law or as each may determine is reasonable on or immediately following the Effective Date and/or the Closing Date. Seller and Purchaser shall each provide a draft of such public announcement to, and confer with, the other party before making any such public announcement.

     (c) From and after the Closing, notwithstanding anything to the contrary contained in this Agreement, any party to this transaction (and each employee, agent or representative of the foregoing) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure except to the extent maintaining such confidentiality is necessary to comply with any applicable federal or state securities laws. The authorization in the preceding sentence is not intended to permit disclosure of any other information unrelated to the tax treatment and tax structure of the transaction including (without limitation) (i) any portion of the transaction documents or related materials to the extent not related to the tax treatment or tax structure of the transaction, (ii) the existence or status of any negotiations unrelated to the tax issues, or (iii) any other term or detail not relevant to the tax treatment or the tax structure of the transaction.

     (d) The provisions of this Section 5.3 shall survive the termination of this Agreement.

      Section 5.4. Reporting . In the event that Purchaser’s due diligence reveals any condition of the Property that in Purchaser’s judgment requires disclosure to any governmental agency or authority, Purchaser shall immediately notify Seller thereof. In such event, Seller, and not Purchaser nor anyone acting on Purchaser’s behalf, shall make such disclosures as Seller deems appropriate. Notwithstanding the foregoing, Purchaser may disclose matters concerning the Property to a governmental authority if, (a) in the written opinion of Purchaser’s outside legal counsel (a copy of which is furnished to Seller), Purchaser is, or more likely than not is, required by law to make such disclosure, and (b) to the extent permitted by law, Purchaser gives Seller not less than ten (10) Business Days prior written notice of the proposed disclosure, together with a copy of such legal opinion.

      Section 5.5. Other Documents . Seller shall use commercially reasonable efforts (as defined below) to obtain the following prior to the commencement of the Restricted Period:

     (a) a Miscellaneous Consultant Consent from each party to the Miscellaneous Consultant Agreements (other than the Seller or any predecessor-in-interest of Seller thereunder); and

     (b) a Turnkey Garage Estoppel from BIDMC.

     Seller’s sole obligation with respect to the Miscellaneous Consultant Consents and the Turnkey Garage Estoppel shall be to use commercially reasonable efforts to obtain the same (which, for purposes of this Section 5.5 , shall mean requesting the applicable document from the intended signatory thereto, and shall in no event shall include the expenditure of any funds, the amendment of any Miscellaneous Consultant Agreement or the Turnkey Garage Agreement or the commencement, settlement or other resolution of any litigation, arbitration or similar proceeding), and Purchaser’s sole remedy with respect to Seller’s failure to obtain any such document (or any issue disclosed in any such document) shall be to terminate this Agreement in accordance with Section 5.2 .

ARTICLE 6

Conditions Precedent, Condemnation

      Section 6.1. Conditions Precedent Favoring Purchaser . Purchaser’s obligations under this Agreement are subject to the fulfillment of the conditions set forth in this Section 6.1 on or before the Closing Date. Each condition may be waived in whole or in part only by written notice of such waiver from Purchaser to Seller or by Purchaser consummating the transactions described in this Agreement at the Closing.

     (a) Seller and CLSB II Assignor, as the case may be, shall have performed and complied in all material respects with all of the terms of this Agreement to be performed and complied with by Seller and CLSB II Assignor, as the case may be, prior to or at the Closing.

     (b) Subject to Section 7.3 , on the Closing Date, the representations of Seller and CLSB II Assignor, respectively, set forth in Section 7.2 (as the same have been updated pursuant to Section 7.3(c) ) shall be true, complete and accurate in all material respects, subject to: (1) changes that: (y) are caused by the acts or omissions of Purchaser or Persons acting under Purchaser; or (z) are a result of the operation of the Property in the normal course of business since the date hereof and in accordance with the terms of this Agreement and do not, individually or in the aggregate, have a material adverse effect on the value of the Property or the Purchaser’s ability to use the Property for its intended uses; and (2) casualty or condemnation (which shall be governed by Section 6.3 ).

     (c) Purchaser shall have received estoppel certificates from each of the Tenants (each, a “ Tenant Estoppel Certificate ”) or shall have been provided with Seller’s Estoppel Certificates as permitted by the following sentence, in each case dated no earlier than the Effective Date and in no event more than thirty (30) Business Days before the Closing (the “ Estoppel Requirement ”). If Seller is unable to obtain estoppel certificates from Dana Farber Cancer Institute, Inc. and/or the CBR Institute for Biomedical Research, Inc., in order to meet the Estoppel Requirement, Seller shall provide to the Purchaser substitute Seller’s Estoppel Certificates with respect to the Leases to Dana Farber Cancer Institute, Inc. and/or the CBR Institute for Biomedical Research, Inc., as the case may be. With respect to any Tenant for whom Seller delivers a Seller’s Estoppel Certificate, Seller’s statements therein shall be deemed to be representations and warranties as though set forth under and subject to Article 7 of this Agreement. Seller shall be entitled to continue to deal with such Tenant after Closing to attempt to obtain a Tenant Estoppel Certificate from such Tenant. If Purchaser subsequently receives a Tenant Estoppel Certificate from any Tenant for whom Seller has delivered a Seller’s Estoppel Certificate, Seller shall thereupon be released from liability with respect to the Seller’s Estoppel Certificate given with respect to such Tenant to the extent that the information contained in the Tenant Estoppel Certificate obtained from the Tenant is materially consistent with the information contained in Seller’s Estoppel Certificate. All Tenant Estoppel Certificates required hereby shall be substantially in the form of the Seller’s Estoppel Certificate; but such form may contain modifications and additions so long as the substance of such form is included, and the delivery of a Tenant Estoppel Certificate that complies in all material respects with the applicable Lease shall in all events be deemed to satisfy the Estoppel Requirement as to such Lease. Except as provided in Section 6.1(g) below with respect to any Certificate delivered to Purchaser before the commencement of the Restricted Period, no Tenant Estoppel Certificate (or Seller’s Estoppel Certificate) shall count towards the Estoppel Requirement if it (A) discloses any material default by Seller or the respective Tenant that was not disclosed to Purchaser before the commencement of the Restricted Period or (B) contains information that is materially inconsistent with the information set forth in the Leases as made available to Purchaser before the commencement of the Restricted Period or (C) sets forth claims or disputes not disclosed to Purchaser before the commencement of the Restricted Period, and in each case has a material adverse effect on the value of the Property following the Closing; or (D) discloses any information that would make any Seller Representation untrue in any material respect. Tenant

Estoppel Certificates or Seller’s Estoppel Certificates that set forth claims, disputes or landlord defaults with respect to construction or other matters having an individual value of not more than Five Hundred Thousand Dollars ($500,000) and an aggregate value (with respect to all Tenant estoppel certificates and Seller’s Estoppel Certificates) of not more than One Million Dollars ($1,000,000) and that would not entitle the Tenant under the applicable Lease to terminate such Lease pursuant to the terms thereof as of the date of such Certificates shall conclusively be deemed not to have a material adverse effect on the value of the Property following the Closing. Tenant Estoppel Certificates or Seller’s Estoppel Certificates that set forth claims, disputes or landlord defaults with respect to construction or other matters having an individual value greater than Five Hundred Thousand Dollars ($500,000) or an aggregate value (with respect to all Tenant Estoppel Certificates and Seller’s Estoppel Certificates) greater than One Million Dollars ($1,000,000) or that would entitle the Tenant under the applicable Lease to terminate such Lease pursuant to the terms thereof as of the date of such Certificates shall conclusively be deemed to have a material adverse effect on the value of the Property following the Closing. The foregoing deemed material adverse effect shall apply to all Tenant Estoppel Certificates and Seller’s Estoppel Certificates, whether the same are delivered to Purchaser before or following the commencement of the Restricted Period (notwithstanding the provisions of Section 6.1(g) below). If any Tenant Estoppel Certificate or Seller’s Estoppel Certificate provided to Purchaser contains any information that is inconsistent with any Seller Representation, the Seller Representation shall be deemed modified by the information contained in such estoppel certificate. Notwithstanding anything herein to the contrary but subject to the provisions set forth in Section 6.1(g) below with respect to any Certificate delivered to Purchaser before the commencement of the Restricted Period, an estoppel certificate that would otherwise satisfy the requirements for an acceptable estoppel certificate above, except for an alleged “landlord default” or any Tenant claims or disputes in excess of the foregoing amounts set forth in such certificate shall be deemed acceptable and shall count toward the Estoppel Requirement if (x) Seller cures such asserted landlord default at or prior to the Closing, or (y) Seller is disputing such landlord default in good faith, such alleged default could not reasonably be expected to result in a termination of the respective Lease, and Seller at its sole discretion deposits with the Escrow Agent at the Closing funds reasonably adequate to effect the cure of such landlord default post-Closing and pay Tenant all amounts due under the Lease or that otherwise may be due to the Tenant under applicable law, if any, as a result thereof, such funds to be held in escrow by the Escrow Agent until such dispute is resolved in landlord’s favor or such landlord default is cured, and if such dispute is not resolved in landlord’s favor within ninety (90) days after the Closing, Purchaser may use and apply so much of the escrow funds as shall be necessary to cure the landlord default and pay Tenant all amounts due under the Lease or that may otherwise be due to the Tenant under applicable law, if any, as a result thereof, and any remaining balance shall be promptly remitted to Seller. Purchaser shall reasonably cooperate with Seller’s efforts to effect such cure after the Closing at no material cost to Purchaser (unless such cost is reimbursed to Purchaser).

     (d) Purchaser shall have received a statement from the Contractor dated no earlier than the Effective Date and in no event more than thirty (30) Business Days before the Closing, substantially in the form attached hereto as Schedule 6.1(d) (the “ Contractor’s Statement ”) setting forth therein the Remaining GMP Amount with respect to the Berry Contract (as such terms are defined in Schedule 6.1(d) ). Such form may contain modifications so long as it in

substance sets forth the Remaining GMP Amount, and the other material provisions of the form attached hereto. Except as provided in Section 6.1(g) below with respect to any Certificate delivered to Purchaser before the commencement of the Restricted Period, no Contractor’s Statement shall satisfy this condition if it (A) discloses any material default by Seller or the Contractor that was not disclosed to Purchaser before the commencement of the Restricted Period or (B) contains information that is materially inconsistent with the information set forth in the Berry Contract as made available to Purchaser before the commencement of the Restricted Period or (C) sets forth Disputed Contractor Claims (including Disputed Contractor Claims for an increase in the contract amount or an extension of any deadline) not disclosed to Purchaser before the commencement of the Restricted Period that would either (i) have a material adverse effect on the value of the Property with an aggregate value of more than One Million Dollars ($1,000,000) or (ii) increase the Purchaser’s cost to complete the Project after the Closing by more than One Million Dollars ($1,000,000) or (iii) cause the Contract Substantial Completion Date to occur more than one (1) month past November 30, 2007 or (D) discloses any information that would make any Seller Representation untrue in any material respect.

     (e) Purchaser shall have received a statement from the Architect dated no earlier than the Effective Date and in no event more than thirty (30) Business Days before the Closing, substantially in the form attached hereto as Schedule 6.1(e) (the “ Architect’s Statement ”) setting forth therein the Remaining Contract Amount with respect to the TKA Contract (as such term is defined in Schedule 6.1(e) ). Such form may contain modifications so long as it in substance sets forth the Remaining Contract Amount, and the other material provisions of the form attached hereto. Except as provided in Section 6.1(g) below with respect to any Certificate delivered to Purchaser before the commencement of the Restricted Period, no Architect’s Statement shall satisfy this condition if it (A) discloses any material default by Seller or the Architect that was not disclosed to Purchaser before the commencement of the Restricted Period or (B) contains information that is materially inconsistent with the information set forth in the TKA Agreement as made available to Purchaser before the commencement of the Restricted Period or (C) sets forth Disputed Architect Claims not disclosed to Purchaser before the commencement of the Restricted Period that would either (i) have a material adverse effect on the value of the Property with an aggregate value of more than One Million Dollars ($1,000,000) or (ii) increase the Purchaser’s cost to complete the Project after the Closing by more than One Million Dollars ($1,000,000) or (iii) delay the completion of the Project by more than three (3) months or (D) discloses any information that would make any Seller Representation untrue in any material respect.

     (f) Purchaser shall have received an estoppel certificate from CLSB II Borrower, dated no earlier than the Effective Date and in no event more than thirty (30) Business Days before the Closing, substantially in the form attached hereto as Schedule 6.1(f) (the “Purchase Money Loan Estoppel Certificate” ), setting forth therein the amount of indebtedness owed by CLSB II Borrower under the CLSB II Purchase Money Loan. If CLSB II Assignor is unable to obtain the Purchase Money Loan Estoppel in order to satisfy this condition, CLSB II Assignor shall provide to the Purchaser a substitute “ CLSB II Assignor’s Estoppel Certificate ”, which shall be in the form of the Purchase Money Loan Estoppel Certificate but shall be modified for delivery from CLSB II Assignor and acknowledge this Agreement and the limitations on CLSB II Assignor’s liability set forth herein. In the event that CLSB II Assignor delivers a CLSB II

Assignor’s Estoppel Certificate, CLSB II Assignor’s statements therein shall be deemed to be representations and warranties as though set forth under and subject to Article 7 of this Agreement. CLSB II Assignor shall be entitled to continue to deal with the CLSB II Borrower after Closing to attempt to obtain the Purchase Money Loan Estoppel Certificate. If CLSB II Assignor subsequently receives a Purchase Money Loan Estoppel Certificate, CLSB II Assignor shall thereupon be released from liability with respect to the CLSB II Assignor’s Estoppel Certificate given to the extent that the information contained in the Purchase Money Loan Estoppel Certificate from the CLSB II Borrower is consistent with the information contained in CLSB II Assignor’s Estoppel Certificate. Such form may contain modifications so long as it in substance sets forth the amount of indebtedness owed by CLSB II Borrower under the CLSB II Purchase Money Loan and the other material provisions of the form attached hereto. Except as provided in Section 6.1(g) below with respect to any Certificate delivered to Purchaser before the commencement of the Restricted Period, no Purchase Money Loan Estoppel Certificate or CLSB II Assignor’s Estoppel Certificate shall satisfy this condition if it (A) discloses any material default by CLSB II Assignor, CLSB II Borrower or any other Person that was not disclosed to Purchaser before the commencement of the Restricted Period or (B) contains information that is materially inconsistent with the information set forth in the CLSB II Purchase Money Loan Documents as made available to Purchaser before the commencement of the Restricted Period or (C) describes any information that would make any Seller Representation untrue in any material respect.

     (g) If Seller is unable to obtain any of the documents described in Section 6.1 (c) , (d) , (e) and (f) above (each of the foregoing, a “ Certificate ”) or otherwise to meet any condition to Purchaser’s obligation to perform, Seller shall have the option, by written notice to Purchaser, to extend the Closing Date from time to time for not more than sixty (60) days in the aggregate from the original Closing Date. Except as otherwise expressly set forth in Section 6.1(c) above, in the event that any Certificate is delivered to Purchaser before the commencement of the Restricted Period, and thereafter Purchaser does not terminate this Agreement pursuant to Section 5.2 , then notwithstanding anything set forth in this Agreement to the contrary, any such Certificate shall be deemed to satisfy any requirement applicable thereto set forth in this Agreement, and Purchaser shall have no right to object to the form, content or substance of such Certificate or any matter disclosed therein as not meeting the conditions for Closing and any such nonconformity shall be deemed waived. Seller and CLSB II Assignor, as applicable, shall use commercially reasonable efforts to obtain each of the Certificates.

     (h) In the event that the Closing is delayed for any reason, Seller shall have the option to, or if as a result of any such delay any Certificate shall cease to satisfy the applicable requirement set forth above to be dated no more than thirty (30) Business Days prior to Closing, Seller shall use commercially reasonable efforts to, obtain updates to any of the Certificates (any such update being an “ Updated Certificate ”). In the event that any Updated Certificate (x) discloses information other than differing Remaining Contract Amounts and Remaining GMP Amounts under the Berry Contract or the TKA Contract (with respect to the Statements) or increased funding of an applicable tenant improvement allowance (with respect to any Lease) and (y) such additional disclosure would cause such Updated Certificate not to comply with Section 6.1(c) , (d) or (e) (as applicable), then such Updated Certificate shall be treated as an Update in accordance with Section 7.3(c) , and Purchaser’s only remedy with respect thereto shall

be terminate this Agreement pursuant to the terms of Section 7.3(c) prior to the expiration of the Update Termination Period applicable thereto.

     (i) Upon satisfaction of the conditions set forth in the Title Commitment, the Title C