EXHIBIT 10.1

REAL ESTATE SALE AGREEMENT

FOR

NORTHPOINT CENTRAL

2 NORTHPOINT DRIVE

HOUSTON, TEXAS

AND

REGENCY CENTER

2901 WILCREST

HOUSTON, TEXAS

AND

2603 AUGUSTA

HOUSTON TEXAS

BETWEEN

CMD REALTY INVESTMENT FUND IV, L.P.

AND

HARVARD PROPERTY TRUST, LLC,

D/B/A BEHRINGER HARVARD FUNDS

August 15, 2007

REAL ESTATE SALE AGREEMENT

This REAL ESTATE SALE AGREEMENT (“ Agreement ”) is made on August 15, 2007 (the “ Effective Date ”) between CMD REALTY INVESTMENT FUND IV, L.P. , an Illinois limited partnership (“ Seller ”), and HARVARD PROPERTY TRUST, LLC , a Delaware limited liability company, d/b/a Behringer Harvard Funds (“ Purchaser ”).

1.              Purchase and Sale .  Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Property for the Purchase Price and subject to the terms and conditions set forth in this Agreement.

2.              Purchase Price .   The purchase price (the “ Purchase Price ”) for the Property shall be Seventy Three Million Twenty-Seven Thousand and No/100 Dollars ($73,027,000.00), a portion of which shall be allocated by Purchaser by providing written notice to Seller on or before the date that is five (5) Business Days prior to the Closing Date (as defined in Section 12 ) (the “ Allocated Purchase Price ”) for each of (a) Northpoint Central, Houston, Texas (“ Northpoint Central ”); (b) 2901 Wilcrest, Houston, Texas (“ Regency Center ”); and (c) 2603 Augusta, Houston, Texas (“ 2603 Augusta ”) (2603 Augusta, Northpoint Central and Regency Center, each a “ Project ” and collectively, the “ Projects ”).  Notwithstanding anything to the contrary set forth herein, the Allocated Purchase Price shall be in accordance with the minimum amounts as specified on Schedule 1 attached hereto.

3.              Property .  “ Property ” means all of Seller’s right, title and interest in (a) the land described on Exhibits A-1 through A-3 , inclusive (collectively, the “ Lands ”); (b) all easements and other related rights appurtenant to the Lands (collectively, “ Appurtenances ”); (c) all improvements located on the Lands (collectively, the “ Improvements ”) (the Lands, Appurtenances and Improvements are referred to collectively as the “ Real Property ”); (d) all plans and specifications related to the Real Property, including specifically, without limitation, any CAD drawings and other building information in Seller’s possession (collectively, the “ Plans ”); (e) all tangible personal property located on the Real Property (excluding the property described on Exhibits B-1 through B-3 , inclusive); (f) all leases, licenses and other similar agreements to occupy the Real Property described on Exhibits C-1 through C-3 , inclusive, and all New Leases (as defined in Section 11 of this Agreement) (collectively, the “ Leases ”); (g) all commission and brokerage agreements described on Exhibits D-1 through D-3 , inclusive, and all New Commission Agreements (as defined in Section 11 of this Agreement) (collectively, the “ Commission Agreements ”); (h) all service contracts described on Exhibits E-1 through E-3 , inclusive, and all New Service Contracts (as defined in Section 11 of this Agreement) (collectively, the “ Service Contracts ”); and (i) all books, records, marketing materials, logos, trademarks and transferable warranties, licenses and permits related solely to the use or ownership of the Real Property, but excluding the name “CMD” and all variations thereof and any websites maintained by Seller or any of its affiliates.

4.              Earnest Money Deposit .  Seller and Purchaser have executed and delivered to each other and Republic Title of Texas, Inc. (located at 2626 Howell Street, 10 th  Floor, Dallas, Texas 75204) (“ Escrow Agent ”) the escrow agreement between Seller, Purchaser and Escrow Agent in the form attached hereto as Exhibit F (“ Earnest Money Escrow Agreement ”). 

Purchaser will deposit Three Million and no/100 Dollars ($3,000,000.00) (“ Earnest Money Deposit ”) with Escrow Agent, within three (3) Business Days (as defined in Section 20(e) of this Agreement) after mutual execution and delivery of this Agreement by the parties hereto, by federally insured wire transfer to the account of Escrow Agent pursuant to the wire transfer instructions provided to Purchaser by Escrow Agent. In the event that the Earnest Money Deposit (and/or any interest thereon) is required to be paid to Seller or Purchaser pursuant to the terms of this Agreement, Seller and Purchaser will each execute and deliver to Escrow Agent a written direction to disburse the Earnest Money Deposit (and/or such interest) to such person.

5.              Independent Consideration .  Upon execution of this Agreement, Purchaser has delivered to Seller, and Seller acknowledges receipt of, Fifty and No/100 Dollars ($50.00) (the “ Independent Consideration ”), as consideration for Purchaser’s right to purchase the Property and for Seller’s execution, delivery and performance of this Agreement.  The Independent Consideration is in addition to and independent of any other consideration or payment provided for in this Agreement, is non-refundable and shall be retained by Seller notwithstanding any other provision of this Agreement.

6.              Due Diligence .

(a)            Subject to the rights of tenants at the Property, Purchaser and any representatives designated by Purchaser may, at Purchaser’s expense, at reasonable times and upon reasonable prior notice to Seller, to the extent reasonably necessary in connection with the purchase of the Property, (a) inspect any documents and materials related to the Property which are in the possession of Seller, except as excluded as provided below (collectively, the “ Evaluation Materials ”) on the express condition that Purchaser agrees to treat the Evaluation Materials confidential, as provided in this Agreement, and (b) inspect the Real Property (provided that such inspections of the Real Property shall be non-invasive except to the extent approved in writing by Seller in its sole and absolute discretion) (collectively, “ Inspections ”).  Purchaser acknowledges and agrees that the Evaluation Materials are being provided by Seller as an accommodation to Purchaser and without representation, recourse or warranty by Seller as to the accuracy or completeness thereof or the suitability of the information contained therein for any purpose whatsoever, unless otherwise expressly set forth in this Agreement.  All actions taken by or on behalf of Purchaser shall be in accordance with all applicable laws, rules and regulations of the appropriate governmental authorities having jurisdiction over the Real Property.  In addition, subject to the rights of tenants at the Property, Purchaser shall have the right to interview the tenants under the Leases, during reasonable business hours and upon not less than three (3) Business Days’ prior notice to Seller, provided, however, that Seller shall have the right, but not the obligation, to have a representative of Seller accompany Purchaser or Purchaser’s representatives on such tenant interviews.  Seller and Purchaser agree to reasonably cooperate with each other in scheduling such interviews.  Purchaser shall (A) not interfere with the use of the Real Property by the tenants under the Leases, (B) restore the Real Property to the condition which existed immediately prior to each of the Inspections, (C) defend and indemnify Seller, its partners and affiliates, and each of their officers, directors, agents and employees, from and against any and all liability, loss, cost, expense and damage (including, without limitation, reasonable attorneys’ fees) incurred by any of them in connection with the

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Inspections, (D) provide Seller, promptly after receipt, with copies of all written reports, tests and other written information regarding the Inspections, and (E) prior to and as a condition to any Inspections, deliver to Seller certificates of insurance evidencing comprehensive liability insurance (including coverage for contractual indemnities) with a combined single limit of at least $2,000,000, in a form reasonably acceptable to Seller, and naming Seller as an additional insured. Notwithstanding the foregoing, Seller shall not be required to disclose or deliver to Purchaser (i) any evidence of terms relating to the acquisition of the Property by Seller; (ii) the valuation of the Property performed by or on behalf of Seller, including any appraisals of the Property; (iii) the terms of any financing relating to the Property; (iv) any information generated by or on behalf of Seller regarding the value of the Property for Seller’s internal purposes; (v) any materials or reports generated or produced by or on behalf of Seller in connection with its acquisition or financing of the Property; or (vi) any information or reports that are attorney-client or work product doctrine privileged.  Purchaser acknowledges and agrees that it has conducted prior to the date hereof such due diligence and other investigations as it deemed necessary, and Purchaser shall have no right to terminate this Agreement except as otherwise expressly set forth in this Agreement.

(b)            Purchaser has advised Seller that Purchaser must cause to be prepared up to three (3) years of audited financial statements in respect of the Property in compliance with certain laws and regulations, including, without limitation, Securities and Exchange Commission Regulation S-X.  Seller agrees to use commercially reasonable efforts to cooperate with Purchaser’s auditors in the preparation of such audited financial statements (it being understood and agreed that the foregoing covenant shall survive the Closing for a period of one (1) year); provided, however, that Seller shall not be required to incur any out of pocket expense with respect to such cooperation unless Purchaser reimburses Seller for same.  Without limiting the generality of the preceding sentence (i) Seller shall, during normal business hours, allow Purchaser’s auditors reasonable access to such books and records maintained by Seller (and Seller’s manager of the Property) exclusively in respect of the Property to the extent necessary to prepare and file such audited financial statements in compliance with Rule 3-14 of Regulation S-X and (ii) so long as the person in charge of management of the Property at the time of Closing remains in the employ of Seller or an affiliate of Seller, Seller will make such manager available for interview by Purchaser and Purchaser’s auditors.  The foregoing covenants shall survive Closing for a period of one (1) year.  All books, records, materials and responses to questions provided to Purchaser or Purchaser’s auditors pursuant to the foregoing provisions shall be provided without representation or warranty as to the accuracy or completeness thereof or otherwise; however, Seller agrees to provide good faith responses to the requests and questions submitted to Seller by Purchaser or its auditors.  Notwithstanding anything to the contrary contained herein, Seller shall only be obligated to provide to Purchaser Seller’s accounting information at the Property level, and shall not be obligated to provide any information concerning Seller’s capital structure or debt or any Proprietary Information (as defined below).  For the purposes of this Agreement, “Proprietary Information” shall mean (A) information contained in Seller’s credit reports, credit authorizations, credit or financial analyses or projections, investment analyses, account summaries or other documents prepared solely for Seller’s internal purposes and not directly related to the operation of the Property, including any valuation

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documents and information regarding the value of the Property and the price paid by Seller therefor; (B) material which is subject to attorney-client privilege or which is attorney work product; (C) sales contracts, appraisal reports, letters or loan matters; (D) financial statements or information relating to Seller or any affiliate of Seller, but Property level financial statements shall not be considered to be Proprietary Information; (E) Seller’s tax returns; or (F) material which Seller is legally or contractually required to maintain as confidential.  Notwithstanding anything to the contrary set forth herein, Purchaser expressly agrees that Seller’s delivery of any information under this Section 6(b) does not in any manner increase any liability of Seller hereunder, or obviate or waive the “AS IS” provisions of Section 19 below.

7.              Tenant Estoppel Certificates and SNDAs.

(a)            Tenant Estoppel Certificates .  Promptly after the date of this Agreement, Seller shall deliver to each tenant (but not any licensees) under the Leases a request to execute and deliver to Purchaser a tenant estoppel certificate with respect to its Lease in the form and substance of Exhibit G (collectively, the “ Tenant Estoppel Certificates ”).  To the extent that the tenants under the Leases execute and deliver to Seller such tenant estoppel certificates, Seller shall promptly deliver copies of the same (and at Closing, to the extent delivered by the tenants, originals thereof) to Purchaser.  Notwithstanding anything contained in this Agreement to the contrary, it shall be a condition to Purchaser’s obligation to close the transaction contemplated by this Agreement that Seller shall have delivered to Purchaser on or before the date that is five (5) Business Days prior to the Closing Date (as defined in Section 12 ) (the “ Estoppel Condition Date ”), tenant estoppel certificates executed by (a) tenants (the “ Required Tenants ”) occupying not less than seventy-five percent (75%) of the rentable space of the Improvements that is actually leased as of the Effective Date pursuant to valid and existing Leases which do not expire within one hundred twenty (120) days of the Closing Date (the “Actually Leased R.S.F. ”) (the “ Required Tenant Estoppel Certificates ”) (which 75% must include all tenants whose premises is in excess of 7,500 rentable square feet) (such condition being referred to herein as the “ Tenant Estoppel Condition ”).  In order to apply towards fulfillment of the Tenant Estoppel Condition, a certificate must (i) be substantially in the form of Exhibit G ; provided, however, that in the event any Lease permits a tenant to provide an estoppel certificate on a specified form, should said tenant execute that form of tenant estoppel certificate rather than the form in Exhibit G , Purchaser shall, subject to the further terms of this Section 7(a) , accept that form and (ii) not contain any descriptions of terms and conditions that are materially inconsistent with the actual terms and conditions of the applicable Lease or disclose any other matter that would have a material adverse effect on the value of the Property, it being expressly agreed and acknowledged by Purchaser that, (i) a tenant estoppel certificate shall not fail to qualify towards the fulfillment of the Tenant Estoppel Condition if the applicable tenant inserts or includes phrases such as “to Tenant’s knowledge” or “in all material respects” or other similar knowledge or materiality qualification to any of the statements contained in such tenant estoppel certificate or discloses any New Leases or New Commission Agreements entered into in accordance with Section 11(a) or any New Lease Costs incurred in accordance with Section 13(g) of this Agreement, and (ii) in the event any tenant discloses on its tenant estoppel certificate an obligation or default by the

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landlord under its Lease which may be paid or cured by the payment of a definite and ascertainable amount (“ Claimed Amount ”), Seller shall have the right (but not the obligation) to credit Purchaser at Closing in the amount of the Claimed Amount, and if Seller does so credit Purchaser at Closing, the applicable disclosure on such tenant estoppel certificate shall not cause the same to fail to qualify as an acceptable tenant estoppel (if applicable) for purposes of fulfilling the Tenant Estoppel Condition.  In the event that the Tenant Estoppel Condition is not satisfied prior to the Estoppel Condition Date, Purchaser shall have the right to terminate this Agreement by delivering written notice thereof to Seller before 5:00 p.m. on the Estoppel Condition Date; if Purchaser does not duly and timely terminate this Agreement pursuant to this sentence, then Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7 .

(b)            Owner’s Association Estoppel .  Seller shall deliver to Westchase Two Community Association, Inc. (the “ Association ”) on or before the date of this Agreement an estoppel certificate in connection with Regency Center that identifies all governing documents for the Association and states that (i) Seller is not in default under the Agreement Establishing Maintenance Charges or any other governing document for the Association, and (ii) all amounts owed by Seller to the Association have been paid in full.  Seller shall use commercially reasonable efforts to obtain such executed estoppel five (5) Business Days prior to the Closing Date and agrees to provide such executed estoppel to Purchaser immediately upon receipt.

(c)            Extension Right .  Notwithstanding anything to the contrary contained in this Agreement, if Seller has not satisfied the Tenant Estoppel Condition on or before 5:00 p.m. on the date that is one (1) Business Day prior to the Estoppel Condition Date, then Seller and Purchaser shall each have the right (the “ Extension Right ”) to extend both the Estoppel Condition Date and the Closing Date (as defined in Section 12 of this Agreement) for up to ten (10) Business Days (for each of the Estoppel Condition Date and the Closing Date), by providing written notice of such election to the other on or before 5:00 p.m. on the Estoppel Condition Date in which event the Estoppel Condition Date and the Closing Date shall be the latest of such extended dates as contained in Seller’s or Purchaser’s extension notice.

(d)            Failure of Condition .  In the event that Seller is unable to satisfy the Tenant Estoppel Condition by the Estoppel Condition Date, as such date may have been extended by Seller or Purchaser pursuant to this Agreement, Seller shall not be in default under this Agreement.  However, if the Tenant Estoppel Condition is not fulfilled as of the Estoppel Condition Date, as such date may have been extended by Seller or Purchaser pursuant to this Agreement, then Purchaser shall have the option (which must be elected by written notice to Seller, and if written notice is not given, then Purchaser shall be deemed to have elected option (A) below) either to (A) waive the Tenant Estoppel Condition, or (B) terminate this Agreement, in which event all of the Earnest Money shall be returned to Purchaser.

(e)            SNDA .  Seller agrees to cooperate with Purchaser to obtain subordination, non-disturbance and attornment agreements (“ SNDAs ”) from tenants under Leases

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selected by Purchaser’s lender.  Purchaser shall prepare all such SNDAs and deliver them to Seller for submission to the Tenants.  As and when received by Seller, Seller shall deliver copies of the executed SNDAs to Purchaser and originals of all such SNDAs received shall be delivered to Purchaser at Closing.  If the transaction contemplated herein fails to close for any reason whatsoever, Purchaser shall return to Seller all such copies of the executed SNDAs previously delivered to Purchaser.  The failure to obtain SNDAs from all or any of the selected tenants shall not constitute a default by Seller hereunder or otherwise entitle Purchaser to delay the Closing or terminate this Agreement.

8.              Title Insurance and Survey .

(a)            Title Commitment and Survey .  Seller has delivered to Purchaser copies of (i) the title insurance commitments (the “ Title Commitments ”) issued by First American Title Insurance Company (the “ Title Company ”) described on Exhibits H-1 through H-3 , inclusive, and copies of the underlying title documents referenced in each Schedule B of the Title Commitments and (ii) the surveys described on Exhibits I-1 through I-3 (the “ Surveys ”).

(b)            Permitted Exceptions .  “ Permitted Exceptions ” shall mean:  (i) matters set forth on Exhibits J-1 through J-3 , (ii) matters arising out of an act of Purchaser or its representatives, agents, employees or independent contractors, (iii) matters removed from the Title Commitments or over which the Title Company has committed in writing to insure, (iv) matters which arise from a Casualty or Condemnation which has occurred after the date of this Agreement, (v) to the extent not set forth on Exhibits J-1 through J-3 , matters disclosed by the Title Commitments, and (vi) other matters which have been approved in writing by Purchaser.

(c)            Closing Condition .  The obligation of Purchaser to purchase the Property on the Closing Date is conditioned upon the issuance by Title Company of the following with respect to each Project: one pro forma title insurance policy for, or one “marked up” written commitment to issue, one Texas standard form T-1 owner’s title insurance policy pursuant to the terms of the Title Commitments (each a “ Title Policy ” and collectively, the “ Title Policies ”), provided that each Title Policy shall (i) be subject only to the Permitted Exceptions, (ii) be dated as of the date of the Closing, (iii) name Purchaser as the insured, and (iv) if requested by Purchaser in writing, be revised to limit the standard exception dealing with area, boundaries and other matters, to “shortages in area” (provided that, if Purchaser requests same, Purchaser shall be responsible for the cost of such survey exception deletion).  If (x) the Title Company does not issue the Title Policies at the Closing in accordance with the terms of this Section 8(c) , and (y) the Closing does not occur, then Purchaser shall have the right, as its sole and exclusive remedy therefor, to terminate this Agreement by delivery of written notice to Seller before 5:00 p.m. on the Closing Date.  Purchaser shall not have the right to terminate this Agreement pursuant to the foregoing sentence if the Title Policies are not issued at Closing as a result of Purchaser’s failure to deliver any documents or other materials required to be delivered by or on behalf of Purchaser pursuant to the Title Commitments.

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9.              Intentionally Omitted .

10.            Representations and Warranties .

(a)            Mutual .  Seller and Purchaser each represent and warrant to the other that it (a) is duly organized and validly existing under the laws of the State of Illinois (in the case of Seller) and the State of Delaware (in the case of Purchaser), (b) is qualified to do business in the state in which the Real Property is located, and (c) has full authority and capacity to enter into and perform this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant this Agreement.

(b)            Seller’s Additional Representations and Warranties .  Seller represents and warrants to Purchaser as of the date hereof (and, subject to subsection (c) below, shall be deemed to represent and warrant to Purchaser as of the Closing Date) the following:

(i)             Leases . To Seller’s actual knowledge, the documents described on Exhibits C-1 through C-3 , attached hereto, inclusive, constitute all of the leases and other occupancy agreements (and all amendments thereto), other than subleases, currently in effect with respect to the Real Property.  Seller has delivered to Purchaser true, correct and complete copies of all of the documents described on Exhibits C-1 through C-3 , attached hereto, inclusive.  To Seller’s actual knowledge, the Leases are in full force and effect as they relate to the obligations of landlord thereunder, and there are no material written or material oral enforceable agreements between Seller and the tenants under the Leases other than as set forth in the Leases.

(ii)            Leasing Commission Agreements .  Seller has not entered into any written agreements with brokers providing for the payment by Seller of leasing commissions or fees for procuring tenants with respect to any Lease in effect as of the Effective Date hereof, except as disclosed in the Leases or on Exhibits D-1 through D-3 hereto, inclusive.  Seller has not agreed in writing to pay and, to Seller’s knowledge, there are no leasing commissions, fees or other compensation payable in respect of the exercise of renewal, extension or expansion options set forth in the Leases existing as of the Effective Date except as disclosed in the Leases or on Exhibits D-1 through D-3 , inclusive.

(iii)           Service Contracts .  To Seller’s actual knowledge, the documents described on Exhibits E-1 through E-3 attached hereto, inclusive, constitute all of the agreements (including amendments and modifications thereto) regarding the Service Contracts.  Seller has delivered to Purchaser true and correct copies of all of the documents described on Exhibits E-1 through E-3 attached hereto, inclusive.

(iv)           Legal Compliance .  Except as disclosed on Schedule 2 attached hereto, Seller has not received written notice (i) from any governmental entity or instrumentality indicating that the Real Property violates or fails to comply in any

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material respect with any governmental or judicial law, order, rule or regulation, which violation or failure to comply has not been cured, or (ii) from any association indicating that Seller is in default under the provisions of any association documents to which Seller or any portion of the Real Property is subject or that Seller has not paid fees or charges due to the association.

(v)            Judicial Actions .  To Seller’s actual knowledge, there are no, and Seller has not received written notice of any, pending or threatened claims, lawsuits, arbitrations or other similar actions against the Property, which, if adversely determined, would:  (A) restrain the consummation of the transaction contemplated by this Agreement, (B) have a material adverse effect on the Property after Closing, or (C) result in any lien or encumbrance against the Property.

(vi)           Foreign Person .  Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.

(vii)          OFAC .

(A)           To Seller’s knowledge, Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “ Order ”) and other similar requirements contained in the rules and regulations of the office of Foreign Assets Control, Department of the Treasury (“ OFAC ”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “ Orders ”).

(B)    Seller:

(1)            is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “ Lists ”);

(2)            is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

(3)            to Seller’s knowledge, is not owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(C)            Seller hereby covenants and agrees that if Seller obtains knowledge that Seller or any of its beneficial owners becomes listed on the

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Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Seller shall immediately notify Purchaser in writing, and in such event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Seller immediately upon delivery of written notice thereof to Seller.  In such event the Earnest Money Deposit (together with all interest thereon) shall be returned to Purchaser.

(c)            Knowledge .  Whenever used in this Agreement, the phrase “to Seller’s actual knowledge” and similar phrases shall be limited in meaning to the actual (as distinguished from implied, imputed or constructive) knowledge of Joseph Bowar or Allen Aldridge without independent inquiry or investigation, and without imputation to such individuals or Seller of facts and matters otherwise within the personal knowledge of any other officers or employees of Seller or third parties.

(d)            Closing Condition .  Purchaser’s obligation to close the transaction contemplated by this Agreement is conditioned upon the representations and warranties of Seller contained in Section 10(b) being true and correct as of the Closing Date in all material respects, except it shall not be a failure of such condition if (i) such representation or warranty is untrue or inaccurate as the result of any action by Seller which is permitted under the terms of this Agreement or (ii) Purchaser had knowledge of such untruth or inaccuracy on or prior to the Effective Date.  If, prior to Closing, Seller discloses to Purchaser, or Purchaser discovers or has knowledge of, any misrepresentation of, or inaccuracy with respect to, any of the representations and warranties of Seller contained in Section 10(b) and Seller is unable or unwilling to cure such inaccuracy prior to Closing such that the condition to closing set forth in this Section 10(d) is not satisfied as of the Closing Date, then Purchaser shall have the right to terminate this Agreement by delivering written notice of such termination to Seller before the Closing.  If Purchaser does not duly and timely terminate this Agreement pursuant to this Section 10(d) , then Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 10(d) and (x) such representations and warranties shall be deemed to have been modified to except therefrom such information disclosed by Seller, discovered by Purchaser, or of which Purchaser has knowledge and (y) Purchaser shall be deemed to have waived all claims for breach of such representations and warranties with respect to such information.

(e)            Purchaser’s Additional Representations and Warranties/OFAC .  Purchaser represents and warrants to Seller as of the date hereof (and, subject to subsection (iii) below, shall be deemed to represent and warrant to Seller as of the Closing Date) the following:

(i)             To Purchaser’s knowledge, Purchaser is in compliance with the requirements of the Orders and other similar requirements contained in the rules and regulations of OFAC.

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(ii)            Purchaser:

(A) is not listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “ Lists ”);

(B) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or

(C) to Purchaser’s knowledge, is not owned or controlled by, or acts for or on behalf of, any person on the Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Orders.

(iii)           Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Purchaser shall immediately notify Seller in writing, and in such event, Seller shall have the right to terminate this Agreement without penalty or liability to Purchaser immediately upon delivery of written notice thereof to Purchaser.  In such event the Earnest Money Deposit (together with all interest thereon) shall be returned to Purchaser.

11.            New Leases, Commission Agreements and Service Contracts .

(a)            New Leases and Commission Agreements .  Seller shall not enter into any new leases for occupancy within the Real Property, or any extensions, expansions, terminations or other modifications of the terms of any of the existing Leases (individually, a “ New Lease ”, and collectively, “ New Leases ”), and any related new commission or brokerage agreements (individually, a “ New Commission Agreement ”, and collectively, “ New Commission Agreements ”), without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall be deemed to have been given if Purchaser fails to disapprove in writing of the New Lease and New Commission Agreement within five (5) Business Days after Purchaser’s receipt of Seller’s written request for such consent (together with the New Lease and New  Commission Agreement.

(b)            New Service Contracts .  Seller shall not enter into any agreements for the provision of services to the Real Property or amend any existing Service Contracts (individually, a “ New Service Contract ”, and collectively, “ New Service Contracts ”) (except any New Service Contracts which are terminable upon not more than sixty (60) days prior notice and without the payment of any penalty or fee), without the prior written consent of Purchaser, which consent, shall not be unreasonably withheld, conditioned or delayed, and which consent shall be deemed to have been given if Purchaser fails to disapprove in writing of the New Service Contract within five (5) Business Days after Purchaser’s receipt of Seller’s written request for such consent (together with a copy of the New Service Contract).

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(c)            Termination of Management and Leasing Agreements.   Effective as of the Closing Date (as hereinafter defined), Seller shall cause any existing management and leasing agreements in respect of the Property to be terminated at the sole expense of Seller.

12.            Closing .  Subject to Seller’s rights under Section 7 hereinabove, the closing of the sale of the Property (the “ Closing ”) shall take place at 11:00 a.m. at the office of Escrow Agent in Dallas, Texas, on September 12, 2007 (the “ Closing Date ”).  Notwithstanding the foregoing, the parties need not attend the Closing in person and shall have the right to close the transaction contemplated by this Agreement pursuant to written closing escrow instructions, so long as such instructions are consistent with the terms hereof.

(a)            Seller Closing Documents .  At the Closing, Seller shall execute and deliver to Purchaser (or, if indicated, to Escrow Agent) the following documents for each Project:

(i)             Deeds in the form of Exhibit K (the “ Deeds ”);

(ii)            Bills of sale in the form of Exhibit L (the “ Bills of Sale ”);

(iii)           Assignment and assumption agreements in the form of Exhibit M (the “ Assignment and Assumption Agreements ”);

(iv)           A Tenant Notice Letter (which may be duplicated by Purchaser for delivery to each tenant under its respective Lease) in the form of Exhibit N ;

(v)            Certification in the form of Exhibit O ;

(vi)           Affidavit of title in the form of Exhibit P (to Escrow Agent only);

(vii)          To the extent delivered, originals of the Tenant Estoppel Certificates and SNDAs; and

(viii)         Such other customary documents as Escrow Agent may reasonably require in order to consummate the transaction that is the subject of this Agreement.

(b)            Purchaser Closing Documents .  At the Closing, Purchaser shall execute and deliver to Seller the following documents:

(i)             Bills of Sale;

(ii)            Assignment and Assumption Agreements; and

(iii)           Such other customary documents as Escrow Agent may reasonably require in order to consummate the transaction that is the subject of this Agreement.

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(c)            Purchase Price .

(i)             Earnest Money Deposit .  At the Closing, Seller and Purchaser shall direct Escrow Agent to disburse pursuant to the Earnest Money Escrow Agreement by federally insured wire transfer (i) to Seller the amount of the Earnest Money Deposit, and (ii) to Purchaser all interest earned on the Earnest Money Deposit.

(ii)            Balance .  At the Closing, Purchaser shall pay to Seller, by federally insured wire transfer, the total amount of the Purchase Price (A) less the amount of the Earnest Money Deposit, and (B) plus or minus (as the case may be) the net amount of payments required to be made by Seller and Purchaser at the Closing pursuant to Section 13 hereof.

(d)            Further Assurances .  Seller and Purchaser shall, at the Closing, and from time to time thereafter, upon request, execute such additional documents as are reasonably necessary in order to convey, assign and transfer the Property pursuant to this Agreement, provided that such documents are consistent with the terms of this Agreement, and do not increase Seller’s or Purchaser’s obligations hereunder or subject Seller or Purchaser to additional liability not otherwise contemplated by this Agreement.

(e)            Post-Closing Documents .  On the Closing Date, Seller shall deliver possession of the Property to Purchaser and shall deliver to Purchaser (by leaving same at the Property) all original Leases, Commission Agreements and Service Contracts that are in the possession of Seller.

13.            Prorations and Adjustments .

(a)            Rents .

(i)             Closing .  Seller shall pay to Purchaser at the Closing the total amount of base or fixed rent, estimated payments of taxes and expenses and other amounts under the Leases (collectively, “ Rents ”) paid by the tenants thereunder for the calendar month in which the Closing occurs (“ Closing Month ”), prorated for the number of days during such calendar month from, including and after the Closing Date.

(ii)            Post-Closing .  After the Closing, Purchaser shall make good faith efforts to collect all unpaid Rents for any period prior to the Closing Date, provided that Purchaser shall have no obligation to institute litigation or terminate any Leases in connection with any such collections. Without limitation of the foregoing, Seller hereby reserves the right to collect Delinquent Rents (defined below) after the Closing, including the right to file an action for collection (provided that, in connection therewith, Seller shall not terminate any of the Leases or disturb the tenants’ possessory rights thereunder).  If with respect to a particular Lease there are, as of the Closing, unpaid Rents for the Closing Month or any period prior to the Closing Month (collectively with respect to such Lease, “ Delinquent Rents ”), then until all of such Delinquent Rents are paid in full,

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each payment of Rents received by Seller or Purchaser with respect to such Lease shall be applied (A) first, to Delinquent Rents payable for the Closing Month, if any, (B) second, to Rents payable for any period after the Closing Month, and (C) third, the Delinquent Rents payable prior to the Closing Month.  With respect to each particular Lease, as long as there are Delinquent Rents with respect to such Lease, if Seller or Purchaser receives any payment of Rents with respect to such Lease after the Closing, then each shall retain or pay such amounts (or portions thereof) in order that such payments are applied in the manner set forth in this subsection (ii), provided that any amounts applied under subsection (A) shall be prorated with respect to Purchaser for the number of days during the Closing Month from, including and after the Closing Date, and with respect to Seller for the number of days during the Closing Month before the Closing Date.

(b)            Real Estate Taxes .

(i)             Delinquent Taxes .  Seller shall pay to the applicable tax authorities at or prior to the Closing all real estate taxes with respect to the Real Property (“ Taxes ”) which are due and payable as of the Closing, (including, without limitation, such taxes for the 2007 calendar year).

(ii)            Prepaid Taxes .  If any portion of the Taxes paid by Seller with respect to the Real Property at or prior to the Closing is for a tax fiscal period (“ Tax Period ”) which includes the period from, including or after the Closing, Purchaser shall pay to Seller at the Closing the amount of the Taxes paid for such Tax Period prorated for the number of days, from, including and after the Closing through the end of such Tax Period.

(iii)           Accrued Taxes .  If any Taxes have not been paid with respect to the Real Property for a particular Tax Period which includes a period before the Closing, then Seller shall pay to Purchaser at the Closing an amount equal to the Taxes which would be payable for such Tax Period assuming the millage or tax rate used to determine the most recently paid Taxes and the value most recently assessed by applicable tax authorities for which all contests and appeals have expired (“ Assumed Taxes ”), prorated for the number of days before the Closing during such Tax Period for which such Taxes have not been paid.  After the Closing, (A) if the actual Taxes (determined after the expiration of all contests and appeals) are greater than the Assumed Taxes for such Tax Period, then Seller shall pay to Purchaser the amount of such difference, prorated for the number of days before the Closing during such Tax Period for which such Taxes have not been paid, and (B) if the actual Taxes (determined after the expiration of all contests and appeals) are less than the Assumed Taxes for such Tax Period, then Purchaser shall pay to Seller the amount of such difference, prorated for the number of days before the Closing during such Tax Period for which such Taxes have not been paid.  If any savings in Taxes are realized, all costs associated with the Marvin F. Poer Company service contract listed on Exhibits E-1, E-2 and E-3 shall be shared on a pro rata basis between Seller and Purchaser.

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(iv)           Tax Refunds .  All refunds of Taxes received by Seller or Purchaser after the Closing with respect to the Real Property (“ Tax Refunds ”) shall be applied (A) first, to Seller or Purchaser, as the case may be, to the extent of third party expenses incurred by it in protesting and obtaining such Tax Refund, (B) second, to Purchaser to the extent that such Tax Refund is required to be paid (or credited against other amounts payable by) the tenants under the Leases, and (C) third, (x) to Seller if such Tax Refund is for any Tax Period which ends before the Closing, (y) to Purchaser if such Tax Refund is for any Tax Period which commences after the Closing, and (z) with respect to any Tax Refund for any Tax Period in which the Closing occurs, (1) to Seller in an amount prorated for the number of days from, including and after the commencement of such Tax Period until the day before the Closing, and (2) to Purchaser in the amount of such refund prorated for the number of days from, including and after the date of the Closing through the end of such Tax Period.  If Seller or Purchaser receives any Tax Refund, then each shall retain or pay such amounts (or portions thereof) in order that such payments are applied in the manner set forth in this subsection (iv).

(v)            Installments .  To the extent that Taxes for a particular Tax Period include special assessments or installments of special assessments, for the purpose of this subsection (b), Taxes for such Tax Period shall be determined assuming payment over the longest period of time permitted by the applicable taxing authorities.

(c)            Utilities .

(i)             General Utilities .  Prior to the Closing Date, Purchaser shall notify each of the utility companies which provide services to the Real Property of the scheduled transfer of the Real Property on the Closing Date, and make appropriate arrangements with the utility companies to bill Seller for services provided before the Closing Date, and to Purchaser for services provided on and after the Closing Date.  If such arrangements cannot, or are not, made as of the Closing, then Purchaser shall make the appropriate arrangements promptly after Closing, and promptly after such arrangements are made, Purchaser shall pay to Seller an amount equal to the cost of the services that were billed to Seller, for the period from and after Closing, and Seller shall pay the same to the appropriate utility company.  Seller will not assign, and will seek the return of, any deposits or other forms of security held by the utility companies in connection with such services.

(ii)            Energy Services Contracts .  As of the Effective Date, Purchaser has notified the electrical energy provider, which provides electricity services to the Real Property (“ Champion ”) of Purchaser’s desire to receive an assignment of those certain electricity services contracts between Seller and Champion (the “ Energy Contracts ”) listed on Exhibits E-1, E-2 and E-3 attached hereto.  Purchaser shall use commercially reasonable efforts to obtain such consent to assignment from Champion on or before the Closing Date, and Seller shall

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cooperate with such efforts.  If Champion provides its written consent to the assignment of the Energy Contracts to Purchaser (the “ Consent ”) on or before the Closing Date, then Seller shall assign to Purchaser and Purchaser shall assume the Energy Contracts at Closing pursuant to the Assignment and Assumption Agreements, and the costs under the Energy Contracts for the month in which Closing occurs shall be prorated between Purchaser and Seller as provided in Section 13(d) below.  If Purchaser does not obtain the Consent on or before the Closing Date, then, notwithstanding anything to the contrary contained in this Agreement, the Energy Contracts shall not be assigned to Purchaser at Closing; and, instead, at Closing Purchaser shall credit Seller with an amount equal to thirty (30) days of the cost of such energy services under the Energy Contracts based upon Exhibit A to the Energy Contracts and the most recent billing under the Energy Contracts (the “ Energy Estimate ”).  Following Closing, the Energy Contracts shall remain in existence and shall not be terminated, and Purchaser shall continue to use commercially reasonable efforts to obtain the Consent.  If Purchaser provides Seller with the Consent within twenty-one (21) days following the Closing, Seller shall promptly assign the Energy Contracts to Purchaser by amending the exhibits to the Assignment and Assumption Agreements to include the Energy Contracts and upon the true-up of other estimated, prorated expenses as described in Section 13(i) below, Seller shall pay to Purchaser any portion of the Energy Estimate which was not paid or is not due and owing to Champion for energy services to the Property for the period of time following the Closing and prior to the assignment of the Energy Contracts to Purchaser..  If Purchaser does not provide Seller with the Consent on or before the date that is twenty-one (21) days following the Closing Date, then Seller may terminate the Energy Contracts and shall have no further obligations to Purchaser in connection with the Energy Contracts.  In the event the Energy Contracts are not assigned to Purchaser on the Closing Date, Purchaser hereby agrees to indemnify, hold harmless and defend Seller, its affiliates, and its and officers, directors, affiliates, agents and employees, against and from any and all claims, demands, costs, expenses, causes of action, judgments, and liabilities (including, without limitation, reasonable attorneys’ fees and costs) which arise in connection with or accrue under the Energy Contracts following the Closing.  The terms and provisions of this Section 13(c)(ii) shall survive the Closing.

(d)            Service Contracts .  With respect to each Service Contract, at the Closing (i) Seller shall pay to Purchaser the amount of accrued and unpaid charges for services rendered before the Closing prorated on a per diem basis, and (ii) Purchaser shall pay to Seller the amount of prepaid charges for services rendered on and after the Closing prorated on a per diem basis.

(e)            Tenant Security Deposits .  Purchaser shall receive a credit at Closing in an amount equal to the total amount of cash security deposits held by Seller pursuant to the Leases as set forth on Exhibits Q-1 through Q-3 , inclusive, (or such lesser amounts set forth in tenant estoppel certificates executed and delivered by tenants to Seller), less portions thereof which were applied by Seller after the date of this Agreement pursuant to the terms of the Leases to cure defaults by tenants under the Leases (it being agreed that

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Seller shall not have the right to so apply security deposits without the prior written approval of Purchaser, which approval shall not be unreasonably withheld).  Seller will assign to Purchaser at the Closing all of its rights, title and interests in any letters of credit, guaranties or other similar forms of non-cash security deposits under the Leases.  Seller agrees to assist Purchaser, at no cost to Seller, in causing the transfer or re-issuance of any letters of credit, guaranty, or other non-cash security deposits from the applicable tenant to Purchaser.

(f)             Tax/Expense Reconciliation .  Seller and Purchaser acknowledge that all or a portion of the Leases provide for a reconciliation after the end of calendar year 2007 between the final amounts of real estate tax or operating expenses payable and paid by the tenants on account of calendar year 2007.  If, as a result of any such reconciliations, the tenants owe money to the landlord, then Purchaser shall pay to Seller (promptly after receipt from the tenants), a pro rata share thereof determined on a per diem basis for the number of days during calendar year 2007 before the date of the Closing.  If, as a result of any such reconciliations, the landlord owes money to the tenants, then Seller shall pay to Purchaser (promptly after such amounts have been finally determined), a pro rata share thereof determined on a per diem basis for the number of days during calendar year 2007 before the date of the Closing.

(g)            New Lease Costs .  Purchaser hereby acknowledges and agrees that, upon the occurrence of Closing, it shall be solely responsible for payment of any and all tenant improvement allowances, free rent, leasing commissions, reasonable legal fees or other sums incurred by or on behalf of Seller on account of or in connection with any New Lease or New Commission Agreement entered into by Seller on or after June 14, 2007 through the Closing Date (collectively, “ New Lease Costs ”), regardless of when said amounts are due and payable, provided that, if entered into on or after the Effective Date, the applicable New Lease or New Commission Agreement is entered into by Seller in accordance with the provisions of this Agreement, provided further, however, that with respect to any such New Lease, Purchaser shall not be responsible for any free rent that accrues prior to the Closing Date.  Subject to the immediately preceding sentence, in the event that Seller incurs or pays any New Lease Costs on account of or in connection with any New Lease or New Commission Agreement entered into by Seller in accordance with the provisions of this Agreement, Purchaser shall pay to Seller at the Closing the total amount of such New Lease Costs.

(h)            Owners Association Assessments .  If the Real Property is located in a business park which is governed by an owners association, and the association charges assessments with respect to the Real Property, then at the Closing (a) if such charges are payable after the Closing for a period before the Closing, Seller shall pay to Purchaser an amount equal to the amount of such charges allocated to the period before the Closing prorated on a per diem basis, and (b) if such charges were paid before the Closing for a period on and after the Closing, Purchaser shall pay to Seller an amount equal to the amount of such charges reasonably allocated to the period from, including and after the Closing prorated on a per diem basis.

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(i)             Estimates .  The amount of payments by Seller or Purchaser under this Section 13 may have been based on estimates of applicable amounts.  If any payments by Seller or Purchaser at the Closing under this Section 13 are based on estimates, then, when the actual amounts are finally determined, Seller and Purchaser shall recalculate the amounts that would have been paid at the Closing based on such actual amounts, and Seller or Purchaser, as the case may be, shall make an appropriate payment to the other based on such recalculation.  Notwithstanding the preceding sentence, however, in no event shall any such recalculation under this Agreement occur more than 365 days after the Closing.

(j)             Prorations .  All prorations under this Section 13 for a particular period shall be on a per diem basis assuming an equal amount is payable on each day during such period.

(k)            Closing Date .  If the Earnest Money Deposit and balance of the Purchase Price is not delivered to Seller before 1:00 p.m. on the Closing Date, then the payments required to be made by Seller or Purchaser under this Section 13 shall be determined assuming that the Closing Date occurred on the day after the actual Closing Date.

(l)             Unpaid TI and Commissions .  At the Closing, Seller shall provide Purchaser with a credit for (i) any unpaid tenant improvement allowances required to be paid by the landlord under any Lease entered into on or before June 14, 2007 and (ii) any unpaid leasing commissions that are due and owing as of the Closing Date, provided, however, Seller shall not be obligated to provide the foregoing credit to the extent such unpaid tenant improvement allowances or unpaid commissions are due and owing in connection with a New Lease or New Commission Agreement.  Notwithstanding anything set forth in this section or in Section 13(g), Seller shall be liable for the cost of all outstanding tenant improvements set forth on Schedule 13(l) attached hereto and Seller shall provide a credit to Purchaser at Closing for such amounts, provided, however, to the extent Seller has paid, or tenant no longer has rights to, any of such amounts as set forth on Schedule 13(l) prior to Closing and Seller provides to Purchaser evidence that is reasonably satisfactory to Purchaser of such payment or loss of rights (the “ Pre-paid/Lost Amount ”), Seller’s obligation to provide a credit to Purchaser at Closing shall be reduced by an amount equal to the Pre-paid/Lost Amount.

14.            Closing Costs .

(a)            Seller .  Seller shall be responsible for the payment of (i) one-half of the closing fees charged by the Escrow Agent, (ii) the premium for the Title Policies (excluding the cost of the survey exception deletion and any other modifications to the standard Texas title exceptions requested by Purchaser), (iii) the fees and costs of Seller’s counsel representing it in connection with this transaction, and (iv) all other costs customarily incurred by sellers in the jurisdiction where the Real Property is located.

(b)            Purchaser .  Purchaser shall be responsible for the payment of  (i) one-half of the closing fees charged by the Escrow Agent, (ii) the cost of any update to any of the Surveys, (iii) if requested by Purchaser, the cost of the survey exception deletion and any

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other modifications to the standard Texas title exceptions for the Title Policies, (iv) the fees and costs of Purchaser’s counsel representing it in connection with this transaction, and (v) all other costs customarily incurred by purchasers in the jurisdiction where the Real Property is located.

15.            Remedies .

(a)            Purchaser Default .

(i)             Closing .  If Purchaser fails to perform any of its obligations under this Agreement which are required to be performed at the Closing (including the direction to disburse the Earnest Money Deposit, the payment of the balance of the Purchase Price and the payment of any amounts under Section 13 ) (“ Purchaser Closing Default ”), and regardless of whether such Purchaser Closing Default relates only to one (1) Project and not all the Property, then Seller shall have the right, as its sole and exclusive remedy for such failure, to terminate this Agreement by delivering written notice thereof to Purchaser, in which event the Earnest Money Deposit (together with all interest thereon) shall be paid to Seller as liquidated damages.  SELLER AND PURCHASER AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A PURCHASER CLOSING DEFAULT ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE EARNEST MONEY DEPOSIT (TOGETHER WITH ALL INTEREST THEREON) IS A REASONABLE ESTIMATE OF SELLER’S DAMAGES.

(ii)            Other .  If Purchaser fails to perform any of its obligations under, or otherwise breaches the terms of, this Agreement (other than a Purchaser Closing Default), then Seller may, as its remedies therefor, (A) terminate this Agreement by delivering written notice thereof to Purchaser on or before the Closing Date, (B) sue for damages, and/or (C) enforce any other rights or remedies available at law or in equity; it being understood that, in the event the Closing hereunder occurs and Purchaser fails to perform an obligation under this Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Seller shall have all rights and remedies at law or in equity, including, without limitation, the right to sue for damages.

(b)            Seller Default .  If Seller fails to perform any of its obligations under this Agreement which are required to be performed at or prior to the Closing (including the delivery of the Deeds and the payment of any amounts under Section 13 ), then Purchaser shall have the right, as its sole and exclusive remedies for such failure, to either (A) terminate this Agreement by delivering written notice thereof to Seller, in which event the Earnest Money Deposit (together with all interest thereon) shall be paid to Purchaser, or (B) specifically enforce the terms of this Agreement; provided that, in the event the Closing hereunder occurs and Seller fails to perform an obligation under this

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Agreement (arising either before or after the Closing) and such obligation expressly survives the Closing pursuant to the terms hereof, then Purchaser shall have all rights and remedies available at law or in equity, including, without limitation, the right to sue for damages.

(c)            Collection Costs .  If any legal action, arbitration or other similar proceeding is commenced to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to an award of its attorneys’ fees and expenses.  The phrase “prevailing party” shall include a party who receives substantially the relief desired whether by dismissal, summary judgment, judgment or otherwise.

(d)            Survival .

(i)             Closing .  None of the terms and conditions of this Agreement shall survive the Closing, except that Sections 5, 6, 10, 12(d), 12(e), 13, 14, 15, 16, 19, 20, 22 and 23 shall survive the Closing for a period of one (1) year (it being understood that in the event of an alleged failure to perform a covenant or obligation or an alleged breach of a representation or warranty under any of said Sections, so long as Purchaser or Seller, as the case may be, has filed a lawsuit relating to such breach of any such representation or warranty within said one (1) year period, such claim shall survive said one (1) year period until such lawsuit is resolved).

(ii)            Termination .  None of the terms and conditions of this Agreement shall survive the termination of this Agreement, except that the provisions of Sections 5, 6, 15, 16, 18, 19, 21(a), 21(i), 22 and 23 shall survive termination of this Agreement for a period of one (1) year (it being understood that in the event of an alleged failure to perform a covenant or obligation or an alleged breach of a representation or warranty under any of said Sections, so long as Purchaser or Seller, as the case may be, has filed a lawsuit relating to such breach of any such representation or warranty within said one (1) year period, such claim shall survive said one (1) year period until such lawsuit is resolved).

(e)            Limitation of Liability .  Notwithstanding anything to the contrary set forth herein, in no event shall Seller’s liability with respect to a failure to perform any of Seller’s covenants or obligations hereunder or in any documents executed and delivered by Seller at the Closing or a breach of any of Seller’s representations and warranties set forth in this Agreement or in any documents executed and delivered by Seller at the Closing exceed one percent (1%) of the Allocated Purchase Price with respect to each Project.

16.            Brokers .  Seller shall pay all brokerage commissions and expenses owed to CB Richard Ellis. (“ Seller’s Broker ”), in connection with the sale of the Property.  Seller and Purchaser each represent to the other that it has not engaged or dealt with any broker or finder (other than Seller’s Broker) in connection with the sale of the Property. Seller and Purchaser shall indemnify, hold harmless and defend the other, its affiliates, and its and their officers, directors, affiliates, agents and employees, against and from all claims, demands, causes of

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action, judgments, and liabilities (including, without limitation, reasonable attorneys’ fees and costs) which arise from a breach of such parties’ respective representations set forth in this Section 16 .

17.            Casualty and Condemnation .

(a)            Material .  If, prior to Closing, (i) any of the Improvements are damaged or destroyed, (a “ Casualty ”), and the cost of repair or replacement of the Improvements is reasonably likely to equal or exceed one percent (1%) of the Allocated Purchase Price of the affected Project (a “ Material Casualty ”), or (ii) a condemnation proceeding is commenced or threatened in writing against the Real Property (a “ Condemnation ”), then Purchaser shall have the right to terminate this Agreement by delivering written notice thereof on or before the Closing Date, in which event the Earnest Money Deposit (together with interest thereon) shall be paid to Purchaser.  If Purchaser fails to terminate this Agreement pursuant to this subsection (a), then at the Closing, Seller shall pay to Purchaser all insurance proceeds and condemnation awards paid to Seller in connection with such Material Casualty or Condemnation which have not been used to restore the Real Property, and Seller shall assign to Purchaser all of Seller’s right, title and interest in any insurance proceeds or condemnation awards to be paid to Seller in connection with the Material Casualty or Condemnation.  If Seller assigns a casualty claim to Purchaser, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy.

(b)            Non-Material .  If a Casualty occurs prior to Closing, and the cost of repair or replacement of the Improvements is reasonably likely to be less than one percent (1%) of the Allocated Purchase Price of the affected Project (a “ Non-Material Casualty ”), then Seller shall pay to Purchaser all insurance proceeds paid to Seller in connection with such Non-Material Casualty which have not been used to restore the Real Property, and Seller shall assign to Purchaser all of Seller’s right, title and interest in any insurance proceeds to be paid to Seller in connection with the Non-Material Casualty.  In such event, the Purchase Price shall be reduced by an amount equal to the deductible amount under Seller’s insurance policy.

18.            Confidentiality .  Except as otherwise required by law, prior to the Closing, Purchaser agrees to keep confidential and not to disclose (either orally or in writing) the sale and purchase contemplated by this Agreement, the Evaluation Materials (or the contents thereof) and any information and documents regarding the Property obtained by Purchaser, whether independently or from Seller, its agents, contractors or other third party (collectively, with the Evaluation Materials, “ Confidential Information ”) to any person or entity other than Purchaser’s consultants, professionals, lenders, accountants, attorneys, partners, officers and employees involved in evaluating, reviewing, negotiating and closing the sale and purchase of the Property contemplated by this Agreement (collectively, the “ Involved Parties ”).  Purchaser agrees to cause all Involved Parties to keep confidential and not to disclose the Confidential Information.  Any of the Confidential Information provided to Purchaser or any of the Involved Parties, or obtained by Purchaser or any Involved Parties, whether independently or from Seller, shall be for their internal use only and shall not be published, quoted, copied, distributed, divulged, disseminated or discussed, without the express prior written consent of Seller. 

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Purchaser further agrees that the Confidential Information will be used solely for the purpose of evaluating a purchase of the Property by Purchaser.  Notwithstanding anything to the contrary contained in this Section 18 , each of Seller and Purchaser and their respective employees, representatives and agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by this Agreement and all materials of any kind (including tax opinions or other tax analyses) that are provided to such parties relating to such tax treatment and tax structure.  However, any information relating to the tax treatment or tax structure shall remain subject to the confidentiality provisions of this Section 18 (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with applicable securities laws.  For purposes of this Section 18 , “tax treatment” means U.S. federal income tax treatment, and “tax structure” is limited to any facts relevant to the U.S. federal income tax treatment of the proposed transaction contemplated by this Agreement.  Furthermore, notwithstanding the foregoing provisions or anything else to the contrary contained in this Agreement (a) Purchaser may disclose Confidential Information to its consultants, attorneys, accountants, prospective investors and lenders, and others who need to know the information for the purpose of assisting Purchaser in connection with the transaction that is the subject of this Agreement; (b) the foregoing covenants of confidentiality shall not be applicable to any information published by Seller as public knowledge or otherwise available in the public domain; (c) Purchaser shall be permitted to disclose such information as may be recommended by Purchaser’s legal counsel in order to comply with all financial reporting, securities laws and other legal requirements applicable to Purchaser, including any required disclosures to the Securities and Exchange Commission; and (d) any duty of confidentiality set forth in this Agreement shall terminate upon Closing.

19.            Disclaimer and Release .

(a)            Disclaimer .  Purchaser agrees that Purchaser is purchasing the Property in “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition, and without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of, Seller, except as otherwise expressly set forth in this Agreement or in the Deeds.  Without in any way limiting the generality of the immediately preceding sentence, Purchaser and Seller further acknowledge and agree that in entering into this Agreement and closing the transactions hereunder, except as otherwise expressly set forth in this Agreement or in the Deeds:

(i)             Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties or representations, express or implied, with respect to the Property or any portion thereof, the physical condition or repair or disrepair thereof, the value, profitability or marketability thereof, or of any of the appurtenances, facilities or equipment thereon;

(ii)            Each of Seller and its affiliates, and its and their officers, directors, employees and agents, expressly disclaims, has not made, will not, and does not, make, any warranties, express or implied, of merchantability, habitability or fitness for a particular use; and

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(iii)           The rights granted to Purchaser under this Agreement will permit Purchaser a full investigation of the Property, and the parties hereto are fully satisfied with the opportunity afforded for investigation.  Neither party is relying upon any statement or representation by the other unless such statement or representation is specifically set forth in this Agreement.  Upon the Closing, Purchaser shall be deemed to have made such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value and marketability thereof, and of the appurtenances, facilities and equipment thereof.  Such inquiries and investigations of Purchaser shall be deemed to include, but shall not be limited to, the physical components of all portions of the Improvements, the condition of repair of the Property or any portion thereof, such state of facts as an accurate survey would show, and the present and future zoning, ordinances, resolutions and regulations of the city, county and state where the Improvements are located.

(b)            Release .  Without in any way limiting the generality of the preceding subsection (a), except as otherwise expressly set forth in this Agreement or in the Deeds, Purchaser specifically acknowledges and agrees that it hereby waives, releases and discharges any claim it has, might have had, or may have, against each of Seller and its affiliates, and its and their officers, directors, employees and agents, relating to, arising out of or with respect to (i) the condition of the Property, either patent or latent, (ii) Purchaser’s ability, or inability, to obtain or maintain temporary or final certificates of occupancy or other licenses for the use or operation of the Improvements, and/or certificates of compliance for the Improvements, (iii) the actual or potential income, or profits, to be derived from the Real Property, (iv) the real estate, or other, taxes or special assessments, now or hereafter payable on account of, or with respect to, the Real Property, (v) Purchaser’s ability or inability to demolish the Improvements or otherwise develop the Real Property, (vi) the environmental condition of the Real Property, or (vii) any other matter relating to the Property.

20.            TDLR .  Seller and Purchaser acknowledge and agree that certain violations have been identified as set forth on Schedule 2 attached hereto (the “ TDLR Violations ”).  Notwithstanding anything set forth in this Agreement to the contrary, Seller shall be responsible for the payment of any fines or penalties assessed by the Texas Department of Licensing and Regulation (the “ TDLR Penalties ”) for each day prior to the first (1st) anniversary of the Closing Date that the TDLR Violations are not cured.  Purchaser shall be solely responsible, and Seller shall have no responsibility, for performing any and all work necessary to cure the TDLR Violations, for the payment of any and all costs and expenses incurred in connection with such work (other than the TDLR Penalties to the extent Seller has agreed to reimburse Purchaser under this Section 20), or for the payment of any and all TDLR Penalties for periods from and after the first anniversary of the Closing Date.  The obligations of Seller under this Section 20 be subject to the limitation on survival set forth in Section 15(d) , shall not be subject to the limitation of liability set forth in Section 15(e) of this Agreement and shall survive the Closing.

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21.            General Provisions .

(a)            Termination .  Upon the termination of this Agreement pursuant to Sections 8(c), 10(d), 15(b) and 17(a), (i) the Earnest Money Deposit and all interest thereon shall be returned to Purchaser, and thereafter neither party shall have any further liability or obligation to the other except for those that are provided in this Agreement to survive termination hereof, and (ii) Purchaser shall promptly return to Seller any documents (originals and copies) received from Seller.

(b)            Entire Agreement .  This Agreement and exhibits hereto constitute the entire agreement of Seller and Purchaser with respect to sale of the Property and supersede all prior or contemporaneous written or oral agreements, whether express or implied.

(c)            Amendments .  This Agreement