EXHIBIT 10.37 AGREEMENT OF SALE

EXHIBIT 10.37

AGREEMENT OF SALE

by and between

MADISON TWO ASSOCIATES,

Seller

and

HINES 70 WEST MADISON LP,

Buyer

TABLE OF CONTENTS

(i)

 (ii) 

AGREEMENT OF SALE

              AGREEMENT made this 10th day of March, 2005 by and between MADISON TWO ASSOCIATES (“Seller”), a Texas general partnership, having an office c/o Hines Chicago Associates Limited, Three First National Plaza, 70 West Madison Street, Suite 440, Chicago, Illinois 60602, and HINES 70 WEST MADISON LP (“Buyer”), a Delaware limited partnership, having an office at 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118.

W I T N E S S E T H :

              1.  Sale and Purchase .

Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, upon the terms and conditions hereinafter set forth, the following

      (a) Real Property . Those certain lots or parcels of real property located in Chicago, Illinois and commonly known as Three First National Plaza, 70 West Madison Street, Chicago, Illinois, which is more particularly described on Exhibit “A” hereto, the buildings, structures, parking areas and other improvements situate on each such parcel, and the lessor’s and lessee’s interests under that certain Ground Lease Agreement dated April 10, 1978 and originally recorded April 12, 1978 as Document 24400078 in the Official Records of Cook County, Illinois (as amended and/or assigned by Documents 24639226, 26033148, 26565953, 86468007, 87121380, 87121381, 88338680, 88338681 in the Official Records of Cook County, Illinois) (collectively, the “Premises”), together with all the rights and appurtenances pertaining to the Premises, including any right, title and interest of Seller (if any) in and to adjacent streets, alleys, rights-of-way and any easement rights, subsurface rights, air rights, development rights, water rights, wastewater capacities, and credit reservations;

      (b) Existing Leases . The interest as lessor in and to all the Existing Leases and any new leases hereafter entered into pursuant to the terms hereof;

      (c) Personal Property . All of Seller’s rights, title, and interest in and to the fixtures, furnishings, equipment, artwork, and other items of personal property, if any, owned by Seller and located on, and used in connection with the operation of the Premises, excluding only the items, if any, listed on Exhibit “B” hereto (collectively, the “Personal Property”, and, together with the Premises, the “Property”); and

      (d) Related Materials . To the extent transferable and in the possession of Seller or Seller’s property manager, all of Seller’s right, title, and interest in and to all other licenses, permits and guaranties, if any, which relate to the Property being conveyed to Seller by Buyer on the date hereof.

              2.  Purchase Price .

The purchase price to be paid by Buyer to Seller for the Premises and the Personal Property is the sum of Two Hundred Thirty-Six Million and NO/100 Dollars ($236,000,000.00) (the “Purchase Price”), adjusted in accordance with Section 6 hereof. The Purchase Price shall be paid as follows:

      (a) Deposit . The sum of Seven Million and NO/100 Dollars ($7,000,000.00) (the “Deposit”) in immediate available funds shall be deposited with the Title Company, as hereinafter defined (the “Escrowee”), on the date of the execution of this Agreement by Buyer and Seller and delivery of a fully-executed counterpart to each (the “Effective Date”). The Escrowee shall, pending consummation of this transaction, hold the Deposit in escrow in an interest bearing account in accordance with the terms and provisions of the Deposit Escrow Agreement of even date herewith by and among Seller, Buyer and Escrowee (the “Deposit Escrow Agreement”). All interest earned on the Deposit shall be added to and made a part of the Deposit for all purposes hereof. At Closing, the Deposit shall be paid to Seller and credited against the Purchase Price.

      (b) Closing Payment . At Closing, Buyer shall pay the balance of the Purchase Price to Seller, adjusted as hereinafter provided, either directly or, if the Closing occurs in escrow with the Title Company, through the Title Company, by wire transfer of immediate federal funds, to accounts specified by Seller at a bank or banks designated by Seller. Seller agrees to pay to the holders of the two existing mortgages on the Premises, one in the original principal amount of $100,000,000 and the other in the original principal amount of $165,163,000, amounts sufficient to have such mortgages fully released and discharged of record with respect to the Premises (documents from such holders which will effect such release being herein referred to as the “Mortgage Releases”).

              3.  Closing .

The closing of the transfers contemplated hereby (the “Closing”) shall be held and completed on March 22, 2005 (“the Closing Date”), through an escrow with the Title Company or in another mutually agreeable manner and location. Time shall be of the essence in respect of the Closing Date.

              4.  Condition of Title .

              (a)  Title to Premises . Seller’s fee simple and ground leasehold interests and title to the Premises shall be conveyed by Seller to Buyer at the completion of Closing by the Deed, as hereinafter defined, subject only to the Permitted Encumbrances. Seller’s interest in the Personal Property shall be conveyed by Seller to Buyer at the completion of Closing by the Bill of Sale, as hereinafter defined. Title to the Premises shall be such as will be insured by the Title Company as provided herein pursuant to the commitment for title insurance dated February 14, 2005 issued by

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Chicago Title Insurance Company (Order Number 1401-008247956 D2) (the “Title Commitment”) providing for the issuance of an ALTA form of Owner’s Title Insurance Policy (10-17-70, amended 10-17-84), with Extended Coverage (the “Title Policy”), free and clear of all liens and encumbrances, except for the Permitted Encumbrances. The term “Permitted Encumbrances” shall mean (x) the Existing Leases (as hereinafter defined) in effect as of the Closing Date, (y) those matters set forth on Exhibit “C” hereto and/or reflected on the Survey Plan, and (z) any matters reflected on any update of the Title Commitment as to which Buyer does not timely object in accordance with this Paragraph 4. Title to the Personal Property, if any, shall also be subject to the Permitted Encumbrances, to the extent applicable.

              (b)  Survey . Within five (5) days of the Effective Date, Buyer will order, at its sole cost and expense, a physical survey, from a licensed surveyor, of the Premises, to be certified to Seller, Buyer and the Title Company as being in accordance with current ALTA/ACSM “minimum detail” standards (the “Survey Plan”). Nothing contained in this Agreement, including the provisions of Paragraph 1(a), shall constitute any warranty, representation or agreement by Seller as to the location of separate lots in, or acreage of, the Premises.

              (c)  Title Defects . Buyer has ordered, at its sole cost and expense, the Title Commitment in the amount of the Purchase Price from the Title Company with respect to the Premises. Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter reflected in the Title Commitment and any matter reflected on the Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (a “Title Notice”) within five (5) days of Buyer’s receipt of the last to be received of the Title Commitment and the Survey Plan. Buyer hereby provides a Title Notice with respect to any encumbrance or other title exception (or condition to the issuance of the Title Policy to the extent that such condition is under Seller’s control or responsibility under this Agreement) shown on the Title Commitment (except the Permitted Encumbrances). Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception reflected on any update of the Title Commitment unless Buyer shall have given a Title Notice to Seller prior to the earlier to occur of (x) the expiration of five (5) days after the receipt by Buyer of such update to the Title Commitment or (y) the Closing. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Notice, except for the monetary liens referred to in subparagraph (e) of this Paragraph 4 that are to be paid by Seller at or before Closing. Upon Buyer’s failure to timely object, any encumbrance or other title exception or matter reflected on the Title Commitment or Survey Plan, and any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, at its sole option, upon written notice to Buyer within ten (10) days of receipt of Buyer’s Title Notice, to (A) defer the Closing for a period not exceeding sixty (60) days after the Closing Date (but in no event, including an extension under this clause (A), shall Closing be extended beyond May 15, 2005) to give Seller an opportunity, at Seller’s sole option, of attempting to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (B) elect not to do (A), in which event Buyer shall have the election set forth in subparagraph (e) of this Paragraph 4. Failure by Seller to deliver such notice shall be deemed an election under subparagraph (B) above.

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              (d)  Reliance on Title Policy . Notwithstanding anything contained in this Agreement to the contrary, with respect to all matters affecting title to the Premises and any liens or other encumbrances affecting the Premises, Buyer acknowledges and agrees it is relying upon its title insurance policy. If Buyer has a claim under its title insurance policy and the subject matter of that claim also constitutes a breach of Seller’s representation set forth in Paragraph 9(a)(v) or in Paragraph 9(a)(vii) in this Agreement or the Deed, Buyer agrees that it will look first to its title insurance policy for recovery on such claim, and Buyer shall not assert any claim against Seller for a breach of a representation, warranty or covenant with respect to such claim unless and until Buyer has pursued its remedies against the Title Company to final judgment and has not been made whole. The provisions of this subparagraph (d) shall survive Closing and delivery of the Deed.

              (e)  Failure of Title . If on or before the Closing Date title to the Premises is not insurable as set forth in the third sentence of subparagraph (a) above and Seller does not elect to cure same as provided in subparagraph (c)(A) above, Buyer may elect, as its sole right and remedy by reason thereof, within five (5) business days of Seller’s notice in accordance with the penultimate sentence of subparagraph (c) above, either (i) to take such title to the Premises as Seller can convey, with no abatement of the Purchase Price (except as set forth below) or (ii) upon written demand by Buyer to Seller and Escrowee, to terminate this Agreement and receive the return of the Deposit. Notwithstanding the foregoing provisions of this Paragraph 4, Seller shall be obligated to cause the removal of (a) the existing mortgage in the original principal amount of $165,163,000 recorded as Document 88338689, (b) the existing mortgage in the original principal amount of $100,000,000 recorded as Document 09062702, and (c) any other monetary lien arising as a result of actions by Seller for a liquidated sum of up to $500,000 filed against the Premises prior to Closing, other than the liens referred to in Paragraph 19(b). It is understood, however, that a condition to Buyer’s obligation to close shall be the removal of all monetary liens. Upon the return of the Deposit, this Agreement shall be and become null and void, neither party shall have any further rights or obligations hereunder (except for the indemnity obligations of Buyer to Seller as set forth in this Agreement and such of Seller’s rights as set forth in Paragraph 23(g), which shall survive the cancellation of this Agreement), and all executed counterparts of this Agreement shall be returned to Seller.

              5.  Possession, Assignment of Agreements and Leases .

              (a)  Existing Leases . Possession of the Premises and the Personal Property is to be given by Seller to Buyer at the completion of Closing by delivery of the Deed, Bill of Sale and General Assignment and Assumption Agreement. At Closing, pursuant to the General Assignment and Assumption Agreement, Seller shall assign to Buyer, without any representation or warranty whatsoever (except as otherwise expressly set forth in Paragraph 9 of this Agreement) and without recourse (other than Seller’s liability for any obligations thereunder relating to the period prior to the date of Closing

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that Buyer has not assumed at Closing) the Existing Leases. During the period from the expiration of the Inspection Period through Closing (or earlier termination of this Agreement or default by Buyer hereunder), Seller shall not enter into new leases for portions of the Premises now vacant or for portions of the Premises which may become vacant, or enter into any amendments of any Existing Leases or consent to any renewals, extensions or expansions of Existing Leases (other than those to which the tenant is entitled pursuant to the terms of the Existing Lease) without first submitting such a copy of such proposed lease or lease amendment (including any renewal, extension or expansion as to which the lessor’s consent is required) to Buyer for Buyer’s approval, which may not be unreasonably withheld or delayed. If Buyer does not disapprove in writing such a proposed lease or amendment (or renewal, extension or expansion agreement) within five (5) days of Buyer’s receipt of a copy thereof, Buyer shall be deemed to have approved the proposed lease or amendment (or renewal, extension or expansion agreement). All such new leases and modifications approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed approved by Buyer or as to which the lessor’s consent is not required) and the presently existing leases that are listed on Exhibit “D-1" hereto are collectively herein called the “Existing Leases”. Neither (i) the termination of any of the Existing Leases prior to Closing by reason of the expiration of its term or the default of the tenant thereunder nor (ii) delinquency in the payment of rent (i.e., a failure to pay which, with notice and the opportunity to cure, if any, would constitute a default) by the tenant under any Existing Lease, shall excuse Buyer from its obligation to complete Closing and to pay the full Purchase Price, unless such termination, default, or delinquency under (i) or (ii) relates to tenant(s) whose base rent(s), in the aggregate, equal more than five percent (5%) of the total base rent of all tenants under the Existing Leases.

              (b)  Assignment/Existing Agreements . At Closing, pursuant to the General Assignment and Assumption Agreement, Seller shall assign to Buyer, without any representation or warranty whatsoever (except as otherwise expressly set forth in Paragraph 9 of this Agreement) and without recourse (other than Seller’s liability for any payments required to be made thereunder relating to the period prior to the date of Closing for which Buyer is not given a credit at Closing), to the extent assignable, all of Seller’s right, title and interest in, to and under the existing agreements listed on Exhibit “E” hereto (together with any other agreements entered into in accordance with this subparagraph (b) hereinafter collectively called the “Existing Agreements”). Provided Hines Interests Limited Partnership shall have agreed in writing both to waive any required notice periods and that such cancellation may be taken without Seller’s incurring of any costs in connection therewith, Seller shall terminate, as of Closing, the existing management agreement with Hines Interests Limited Partnership. During the period from expiration of the Inspection Period through Closing (or earlier termination of this Agreement or default by Buyer hereunder), Seller shall not have the right to enter into new service or maintenance agreements or modify any existing service or maintenance agreements in any material respect without Buyer’s approval, which may not be unreasonably withheld or delayed and shall be deemed given if Buyer does not disapprove within five (5) days of a request for approval; provided, however, that Buyer’s approval shall not be required for any such new agreement that shall be terminable, without penalty or premium, on not more than thirty (30) days’ notice. The termination

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of any of the Existing Agreements prior to Closing by reason of the expiration of its term or by reason of a default thereunder shall not excuse Buyer from its obligation to complete Closing and to pay the full Purchase Price.

              6.  Apportionments .

              (a) (i) Generally . As between Seller and Buyer, real estate taxes paid or payable pursuant to real estate tax bills received in the calendar year in which the Closing occurs (i.e., 2004 real estate taxes paid or to be paid pursuant to tax bills received in calendar year 2005) shall be prorated on a cash basis, as set forth in clause (vi) below. Annual municipal or special district assessments (on the basis of the actual fiscal tax years for which such taxes are assessed), lienable water and sewer rentals, sums paid to or paid or payable by Seller under the Existing Agreements, license, permit and inspection fees and rentals, sales tax and other sums paid to and received by Seller under the Existing Leases shall be apportioned as of the Closing Date between Buyer and Seller.

                  (ii)  Rent . Collected rent, including, without limitation, fixed rent, prepaid rent, additional rent and percentage rent, if applicable, shall be apportioned as of the Closing Date in accordance with the provisions of this Paragraph 6. With respect to any rent arrearages arising under the Existing Leases for the period prior to the Closing Date, Buyer shall pay to Seller any rent or payment actually collected after Closing which is designated as applicable to the period preceding the Closing Date. All rent under the Existing Leases collected by Buyer after Closing that is not so designated shall be applied first to the current month’s rent, then to unpaid rent accruing prior to the Closing Date and then to unpaid rent accruing on or after the Closing Date. During the nine (9) month period following Closing, Buyer shall use good faith commercially reasonable efforts to recover any rent (or other tenant charge) arrearages in respect of the period prior to the Closing Date, provided that Buyer shall not be required to incur any material cost or commence any legal proceeding in connection therewith. Seller (upon notification to Buyer) shall be entitled to sue a tenant, before and/or after Closing, for any delinquent rent (or other tenant charges) due to Seller (and not previously paid to Seller) under an Existing Lease, so long as such suit does not seek a termination of such Existing Lease or eviction of such tenant. In addition, except for the right to commence litigation in all matters relative thereto, whether before or after Closing, Seller expressly assigns to Buyer all rights to collect on behalf of Seller all amounts due or owed by Urban Investment Trust, Inc. and John Terzakis pursuant to that certain Stipulation dated April 22, 2004 entered into by Seller, Urban Investment Trust, Inc. and John Terzakis in connection with the settlement of certain lease claims of Seller against Urban Investment Trust, Inc. and John Terzakis (the “Settlement Agreement”). Buyer shall promptly remit all such payments to Seller upon receipt.

                  (iii)  Leasing Costs . Subject to subparagraph (d) of this Paragraph 6, Seller shall pay all leasing commissions and tenant costs (including, without limitation, tenant improvement costs, moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs) in connection with Existing Leases (and renewals, extensions or expansions thereof) that become due and payable

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prior to the expiration of the Inspection Period. All leasing commissions and tenant costs with respect to Existing Leases (and renewals, extensions or expansions thereof) becoming due and payable on or after the expiration of the Inspection Period shall be the responsibility of Buyer and Buyer shall indemnify, defend and hold Seller harmless with respect thereto. Notwithstanding the foregoing, (i) Seller shall be responsible for all leasing commissions and tenant costs (including, without limitation, tenant improvement costs, moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs) for the tenants designated as Seller’s responsibility on Exhibit “M-1” attached hereto and (ii) Buyer shall be responsible for all leasing commissions and tenant costs (including, without limitation, tenant improvement costs, moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs) for the tenants designated as Buyer’s responsibility on Exhibits “M-2”, “M-3” and “M-4” attached hereto. To the extent that the costs and expenses referenced in clause (i) above shall remain unpaid as of Closing, Buyer shall receive a credit from Seller therefor at Closing. To the extent that the costs and expenses referenced in clause (ii) above shall have been paid by Seller, Seller shall be reimbursed by Buyer therefor at Closing.

                  (iv)  Other Tenant Charges . Where the Existing Leases contain tenant obligations for taxes, common area expenses, operating expenses or additional charges of any other nature, and where Seller shall have collected any portion thereof in excess of amounts owed by tenants for such items with respect to the period prior to the Closing, then there shall be an adjustment and credit given to Buyer on the Closing Date for such excess amounts collected, if any. Buyer shall apply all such excess amounts to the charges owed by Buyer for such items for the period for which they were due and, if required by the Existing Leases, shall rebate or credit the tenants with any remainder and Buyer shall indemnify, defend and hold Seller harmless with respect to any sums as to which Buyer received a credit at Closing. If more amounts have been incurred for the operating expenses and other items listed above than have been collected from tenants for such items, Buyer shall pay such difference to Seller at such time as Buyer has recovered such amount from the tenants.

                  (v)  Other Apportionments . Amounts payable under the Existing Agreements and other Premises operation and maintenance expenses and other recurring costs, if any, shall be apportioned as of the Closing Date.

                  (vi)  Taxes and Assessments . As between Seller and Buyer, real estate taxes paid or payable pursuant to real estate tax bills received in the calendar year in which the Closing occurs (i.e., 2004 real estate taxes paid or to be paid pursuant to tax bills received in calendar year 2005) shall be prorated on a cash basis, except for any portion of such real estate taxes that is payable directly by a tenant to the taxing authority, which portion shall not be apportioned between Seller and Buyer. At Closing, Seller shall receive a credit for the real estate taxes paid by Seller based on the number of days between the Closing Date and June 30, 2005, divided by 181. Assuming the Closing occurs on March 15, 2005 and the real estate tax bill due on March 1, 2005 has been paid by Seller, Seller will receive a credit for 107/181sts (the number of days between March 15, 2005 and June 30, 2005, divided by 181) of such real estate tax bill paid by Seller.

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As between Seller and Buyer, reconciliation of real estate taxes shall be made when the second-half tax bill for tax year 2004 is received (estimated to be in the fall of 2005). Such reconciliation shall be computed by multiplying the sum of the real estate tax bills received in the calendar year in which the Closing occurs by a fraction, the numerator of which is the number of days in such calendar year which are the responsibility of Buyer or Seller, as applicable, and the denominator of which is 365. Either party owing the other party a sum of money based on such reconciliation of real estate taxes shall promptly pay such sum to the other party. If on the date of Closing, bills for the real estate taxes imposed on the Premises have been issued but shall not have been paid, such taxes shall be paid at the time of Closing. Seller expressly waives the right to commence and conduct any tax certiorari or reduction proceedings relating to the Premises in respect of the real estate tax year in which the Closing occurs and all prior real estate tax years, whether or not such proceedings have already been commenced, and agrees to take such action, at no cost to Seller, as shall be reasonably required to assign to Buyer such rights to commence and conduct the same. Buyer expressly agrees that refunds, if any, for any such years, to the extent such refunds are attributable to payments made by Seller and not by any tenant, shall be immediately paid by Buyer to Seller and this provision shall survive the Closing.

                  (vii)  Contract Arrearages . Any portion of any payments received by Buyer after the date of Closing under any of the Existing Agreements that relates to periods prior to Closing shall be determined by Buyer upon receipt of such payment and shall immediately be paid by Buyer to Seller.

                  (viii)  Accounting . From the Closing Date until such time as Seller shall have received in full all sums which are potentially payable to it as provided in this Paragraph 6(a), Buyer shall provide Seller a monthly accounting of all sums received and/or paid by Buyer under any of the Existing Leases or Existing Agreements, subject to Paragraph 6(e).

                  (ix) [Intentionally Deleted]

                  (x)  Preliminary Closing Adjustment . Seller and Buyer shall jointly prepare a preliminary Closing Statement on the basis of the Existing Leases, Existing Agreements, real estate taxes and other sources of income and expenses, and shall deliver such preliminary Closing Statement to the Title Company on or prior to the Closing Date. All apportionments and prorations provided for in this Paragraph 6 to be made as of the Closing Date shall be made, on a per diem basis, as of midnight of the day immediately preceding the Closing Date. The preliminary Closing Statement and the apportionments and/or prorations reflected therein shall be based upon actual figures to the extent available. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, then (other than with respect to determination of real estate taxes that shall be computed as set forth in Clause (vi) above) they shall be calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as hereinafter provided.

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                  (xi)  Post-Closing Reconciliation . If there is an error on the preliminary Closing Statement or, if after the actual figures are available as to any items that were estimated on the preliminary Closing Statement (excluding real estate taxes that were computed in accordance with Clause (vi) above), it is determined that any actual proration or apportionment varies from the amount thereof reflected on the preliminary Closing Statement, the proration or apportionment shall be adjusted based on the actual figures as described in this clause (xi). An initial reconciliation of the prorations and apportionments, except with respect to real estate taxes computed in accordance with clause (vi) above, shall be made by Buyer and Seller within sixty (60) days after the Closing Date. Any delinquent rental payments owed to Seller pursuant to clause (ii) above shall be paid to Seller within thirty (30) days of receipt. A final reconciliation of all prorations and apportionments, except with respect to real estate taxes computed in accordance with clause (vi) above, shall be made by Buyer and Seller within nine (9) months after the Closing Date. If on the date of such final reconciliation, actual figures cannot be precisely determined, Seller and Buyer shall in good faith reasonably estimate such sums. Either party owing the other party a sum of money based on any reconciliations and prorations described in this clause (xi) shall promptly pay said sum to the other party.

              (b)  Tenant Security Deposits . At Closing, Seller shall deliver or cause its property manager to deliver to Buyer (or give Buyer a credit for), without consideration, all security deposits, as shown on Exhibit “D-2” , then held by or for Seller under the Existing Leases, as shown on Exhibit “D-1” hereto. Buyer will cause the security deposits to be maintained after Closing in accordance with the requirements of applicable law and shall indemnify and defend Seller from all claims of tenants with respect to the security deposits actually delivered to Buyer or for which Buyer received a credit at Closing. In the event any security deposits are in the form of a letter of credit, then Seller shall deliver on Closing the original letter(s) of credit, together with such documentation (executed by any required parties) as shall enable the letter(s) of credit to be assigned to Buyer with no further action, and with any transfer fee charged by the issuer of any such letter of credit to be paid by any party other than Buyer.

              (c)  Utility Readings . Seller shall use reasonable efforts to obtain readings of the water and electric meters on the Premises to a date no sooner than ten (10) days prior to the Closing Date. At or prior to Closing, Seller shall pay all charges based upon such meter readings. However, if after reasonable efforts Seller is unable to obtain readings of any meters prior to Closing, Closing shall be completed without such readings and upon the obtaining thereof after Closing, Seller shall pay the charges incurred prior to Closing as reasonably determined by Seller and Buyer based upon such readings.

              (d)  Reimbursements . At Closing, Buyer shall reimburse Seller for all leasing commissions and tenant costs actually paid by Seller (i) for leases (or modifications or amendments thereof) which costs become due and payable after the expiration of the Inspection Period, except as set forth on Exhibit “M-1” attached hereto, (ii) for leases, if any, set forth on Exhibit “D-1” hereto for which the tenant is not yet in occupancy of its leased premises on the date hereof, except as set forth on Exhibit “M-1”

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attached hereto, and (iii) as a result of any renewal, extension or expansion of Existing Leases exercised between the expiration of the Inspection Period and the Closing Date and which are approved or deemed approved by Buyer or as to which the lessor’s consent is not required. Seller shall provide Buyer with invoices and evidence of payment of such costs. Buyer shall timely pay, after the Closing Date, and shall indemnify, defend and hold Seller harmless with respect to all installments of leasing commissions and tenant costs which become due and payable after the expiration of the Inspection Period (x) for leases (or modifications or amendments thereof) executed after the expiration of the Inspection Period which are approved or deemed approved by Buyer, (y) for leases, if any, set forth on Exhibit “D-1” hereto for which the tenant is not yet in occupancy of its leased premises on the date hereof and (z) as a result of any renewal, extension or expansion of Existing Leases exercised between the expiration of the Inspection Period and the Closing Date and which are approved or deemed approved by Buyer or as to which the lessor’s consent is not required. Tenant costs include, without limitation, tenant improvement costs and if the lease so provides moving costs, design costs incurred by the tenant, lease buyout costs and similar tenant inducement costs provided for in the Existing Leases.

              (e)  Survival . The provisions of this Paragraph 6 shall survive Closing and delivery of the Deed until the final reconciliation is made pursuant to this Paragraph 6(a), except for the last sentence of Paragraph 6(a)(ii) which shall survive until all payments payable at the times provided in the Settlement Agreement have been collected by Buyer and remitted to Seller.

              7.  Closing Costs .

              (a)  Buyer’s Costs . Buyer shall pay (i) the costs of its counsel, architect, engineers and other professionals and consultants, (ii) any recording and filing fees, (iii) city transfer taxes, (iv) all Title Company charges, other than the basic title premium (to be paid by Seller pursuant to Clause (b) below) for the standard ALTA (10-17-70, amended 10-17-84), with Extended Coverage form of owners title policy, and (iv) the cost of obtaining the Survey Plan.

              (b)  Seller’s Costs . Seller shall pay (i) State and county transfer taxes and (ii) the basic title premium for the ALTA (10-17-70, amended 10-17-84), with Extended Coverage Title Policy in the amount of the Purchase Price, it being understood that Buyer shall pay the cost of any endorsements to the standard form of ALTA (10-17-70, amended 10-17-84), with Extended Coverage 1992 owner’s title policy or any mortgagee’s policy or endorsements thereto. Seller shall reasonably cooperate with the Title Company to cause the Title Company to issue the final Title Policy with the endorsements in accordance with the Title Commitment.

              8.  Municipal Improvements/Notices .

              (a)  Assessments . Buyer shall pay all unpaid installments becoming due on or after the Closing Date in respect of assessments against the Premises or any part thereof for improvements or other work (including any fines, interest or penalties

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thereon due to the non-payment thereof), and shall indemnify, defend and save Seller harmless from any claims therefor or any liability, loss, cost or expenses arising therefrom.

              (b)  Compliance . Seller shall be responsible to comply, up to the amount of $500,000, with any notices received by Seller on or after the date hereof and prior to Closing concerning the existence of an uncorrected violation of an ordinance, public regulation or statute issued by any public authority (including any fines, interest or penalties thereon due to non-compliance therewith) in respect of the Premises. Nothing contained in this Paragraph 8 shall be deemed to limit any rights Buyer may have by reason of a breach of the representations of Seller set forth in Paragraph 9(a)(ix) hereof or any right of Buyer to treat a failure or refusal of Seller to correct such violation in excess of $500,000 as a failure of title pursuant to Paragraph 4(e).

              (c)  Survival . The provisions of this Paragraph 8 shall survive Closing and delivery of the Deed.

              9.  Seller’s Representations .

              (a) Seller hereby represents to Buyer, as of the date hereof and as of Closing, as follows:

      (i) Organization . Seller is a general partnership, duly organized and validly existing under the laws of the State of Texas and has all requisite partnership power and authority to carry on its business as now conducted.

      (ii) Authorization . Seller has the partnership power and authority to enter into and perform this Agreement and the transactions contemplated hereby, and Seller will provide at Closing evidence of the due authorization for execution of this Agreement.

      (iii) Non-Contravention . The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not violate any judgment, order, injunction, decree, regulation, or ruling of any court or authority, or conflict with, result in a breach of, or constitute a default under, the organizational documents of Seller, any note or other evidence of indebtedness, any mortgage, deed of trust, or indenture, or any lease or other material agreement or instrument to which Seller is a party or by which it is bound.

      (iv) Non-Foreign Entity . Seller is not a “foreign person” or “foreign corporation”, as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

      (v) No Condemnation . To Seller’s knowledge, there are no existing or pending condemnation proceedings or deeds in lieu of condemnation affecting the Premises.

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      (vi) Existing Leases / REA . To Seller’s knowledge, (1) the information with respect to the Existing Leases set forth in Exhibit “D-1” hereto is true, correct and complete in all material respects, (2) the information with respect to the rent roll set forth in Exhibit “D-2” hereto is true, correct, and compete in all material respects as of March 1, 2005 and will be updated, if necessary, to be so as of Closing, (3) there are no unpaid installments of leasing or brokerage commissions that are payable after Closing with respect to the current term of Existing Leases entered into prior to the date hereof, other than as set forth on Exhibit “M-4” hereto, (4) there are no unpaid landlord obligations for tenant improvements that are payable after Closing in connection with the current term of Existing Leases entered into prior to the date hereof, other than as set forth on Exhibits “M-1” and “M-3” hereto and (5) Seller has not given to any tenant nor received from any tenant any written notice of default that remains uncured under any of the Existing Leases, other than as set forth on Exhibit “M-5” hereto. Seller represents that (A) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Existing Leases (except for rental for the current month and payments that are required to be made in advance pu