exv10w56



 







Exhibit 10.56




Purchase and Sale Agreement




between




KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH




as seller




and




HINES-SUMISEI U.S. CORE OFFICE PROPERTIES, LP




as purchaser




as of March 10, 2006















 








Table of Contents





	 	 	 	 	 
	ARTICLE 1
	 	 	 	 
	Purchase and Sale
	 	 	1	 
	1.1 Agreement of Purchase and Sale
	 	 	1	 
	1.2 Property Defined
	 	 	2	 
	1.3 Permitted Exceptions
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2
	 	 	 	 
	Purchase Price and Earnest Money
	 	 	2	 
	2.1 Purchase Price
	 	 	2	 
	2.2 Payment of Purchase Price
	 	 	2	 
	2.3 Earnest Money
	 	 	2	 
	2.4 Independent Consideration
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Title and Survey
	 	 	3	 
	3.1 Seller’s Title and Survey Deliveries
	 	 	3	 
	3.2 Title Examination and Survey
	 	 	3	 
	3.3 Subsequent Title Defects
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	Information and Inspection
	 	 	4	 
	4.1 Seller’s Deliveries
	 	 	4	 
	4.2 Reliability of Information
	 	 	4	 
	4.3 Inspection Period Defined
	 	 	5	 
	4.4 Purchaser’s Obligation to Inspect
	 	 	5	 
	4.5 Indemnity and Liability Insurance
	 	 	6	 
	4.6 Purchaser’s Right to Terminate
	 	 	6	 
	4.7 Continuing Agreement
	 	 	7	 
	4.8 “As Is” Defined
	 	 	7	 
	4.9 Confidential Information
	 	 	8	 
	4.10 Intentionally Omitted
	 	 	8	 
	4.11 Hazardous Materials
	 	 	8	 
	4.12 Availability of Information
	 	 	8	 
	4.13 Information from Agents
	 	 	8	 
	4.14 Purchaser Certificate and Release
	 	 	9	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Seller’s Warranties and Representations
	 	 	10	 
	5.1 Seller’s Authority, Etc.
	 	 	10	 
	5.2 No Litigation
	 	 	10	 
	5.3 The Leases
	 	 	10	 
	5.4 Notices of Violations or Actions
	 	 	11	 
	5.5 Environmental Notices
	 	 	11	 
	5.6 Service Contracts
	 	 	11	 
	5.7 Knowledge Defined
	 	 	12	 
	5.8 Survival of Seller’s Representations and Warranties
	 	 	12	 






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	ARTICLE 6
	 	 	 	 
	Purchaser’s Warranties and Representations
	 	 	12	 
	6.1 [Intentionally omitted]
	 	 	 	 
	6.2 Purchaser’s Authority, Etc.
	 	 	12	 
	6.3 No Litigation
	 	 	13	 
	6.4 Sophisticated Investor
	 	 	13	 
	6.5 OFAC Regulations
	 	 	13	 
	6.6 Survival of Purchaser’s Representations and Warranties
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	Covenants and Executory Agreements Pending Closing
	 	 	14	 
	7.1 Purchaser’s Due Diligence
	 	 	14	 
	7.2 Operations Pending Closing
	 	 	14	 
	7.3 New Leases
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	Conditions to Closing
	 	 	16	 
	8.1 Conditions to Purchaser’s Obligations
	 	 	16	 
	8.2 Conditions to Seller’s Obligations
	 	 	17	 
	8.3 Tenant Estoppel Certificates
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	Closing
	 	 	18	 
	9.1 Time and Place
	 	 	18	 
	9.2 Seller’s Obligations at Closing
	 	 	18	 
	9.3 Purchaser’s Obligations at Closing
	 	 	20	 
	9.4 Credits and Prorations
	 	 	21	 
	9.5 Closing Costs
	 	 	24	 
	 
	 	 	 	 
	ARTICLE 10
	 	 	 	 
	Default
	 	 	25	 
	10.1 Default by Purchaser
	 	 	25	 
	10.2 Default by Seller
	 	 	25	 
	10.3 Notice and Cure
	 	 	25	 
	 
	 	 	 	 
	ARTICLE 11
	 	 	 	 
	Risk of Loss
	 	 	25	 
	11.1 Minor Damage
	 	 	25	 
	11.2 Major Damage
	 	 	26	 
	11.3 Definition of “Major” Loss or Damage
	 	 	26	 
	 
	 	 	 	 
	ARTICLE 12
	 	 	 	 
	Brokerage Commissions
	 	 	27	 
	 
	 	 	 	 
	ARTICLE 13
	 	 	 	 
	Escrow
	 	 	27	 
	13.1 Escrow Agent
	 	 	27	 
	13.2 Interpleader Action
	 	 	27	 






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	ARTICLE 14
	 	 	 	 
	Miscellaneous
	 	 	28	 
	14.1 Confidentiality
	 	 	28	 
	14.2 Public Disclosure
	 	 	29	 
	14.3 Discharge of Obligations
	 	 	29	 
	14.4 Assignment
	 	 	29	 
	14.5 Notices
	 	 	30	 
	14.6 Modifications
	 	 	31	 
	14.7 Calculation of Time Periods
	 	 	31	 
	14.8 Successors and Assigns
	 	 	31	 
	14.9 Entire Agreement
	 	 	31	 
	14.10 Further Assurances
	 	 	31	 
	14.11 Counterparts; Facsimile Signatures
	 	 	31	 
	14.12 Severability
	 	 	32	 
	14.13 Applicable Law; Jurisdiction
	 	 	32	 
	14.14 No Third-Party Beneficiary
	 	 	32	 
	14.15 Captions
	 	 	32	 
	14.16 Construction
	 	 	32	 
	14.17 Termination of Agreement
	 	 	32	 
	14.18 Exculpation of Seller and Related Parties
	 	 	32	 
	14.19 Time of the Essence
	 	 	32	 
	14.20 Attorneys’ Fees
	 	 	32	 
	14.21 Like-Kind Exchange
	 	 	33	 






iii









 







Purchase and sale agreement




     This Purchase and Sale Agreement (this “Agreement”) is made as of March 10,
2006 (the “Effective Date”), by and between KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a
German limited liability company (“Seller”), for the benefit of Kan Am US grundinvest
Fonds, a German open-end real estate fund sponsored by Seller (the “Fund”) and
HINES-SUMISEI U.S. CORE OFFICE PROPERTIES, LP, a Delaware limited partnership
(“Purchaser”).



Witnesseth:




     In consideration of the Earnest Money (as defined in this Agreement), the mutual covenants of
the parties, and for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Purchaser and Seller agree follows:



ARTICLE 1




Purchase and Sale




     1.1 Agreement of Purchase and Sale. Subject to the terms and conditions hereinafter set
forth, Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase the
following:



     (a) that certain tract or parcel of land situated in Chicago, Illinois, more particularly
described on Exhibit A, together with all and singular the rights and appurtenances pertaining to
such property, including any right, title and interest of Seller in and to adjacent streets,
alleys, or rights-of-way (the “Land”);



     (b) the buildings, structures, fixtures and other improvements located on the Land (the
“Improvements”);



     (c) all of Seller’s right, title and interest in and to all tangible personal property upon
the Land or within the Improvements, including specifically, without limitation, appliances,
furniture, carpeting, draperies and curtains, tools and supplies, and other items of personal
property owned by Seller and used exclusively in connection with the operation of the Land and the
Improvements (the “Personal Property”);



     (d) all of Seller’s right, title and interest in and to all agreements listed and described on
Exhibit B (the “Lease Schedule”), pursuant to which any portion of the Land or Improvements
is used or occupied by anyone other than Seller (the “Leases”), including any guaranties of
such Leases and any unapplied security deposits paid by tenants to Seller, together with any
interest accrued thereon; and



     (e) all of Seller’s right, title and interest in and to (i) all assignable contracts and
agreements (collectively, the “Service Contracts”) listed and described on Exhibit C (the
“Contracts Schedule”), relating to the upkeep, repair, maintenance or operation of the
Land, Improvements or Personal Property which will extend beyond the date of Closing (as
hereinafter



1









 




defined), including specifically, without limitation, all assignable equipment leases, (ii)
all assignable construction contracts and agreements listed and described on Exhibit C
attached thereto and made a part hereof relating to construction at the Property which shall extend
beyond the Closing Date (collectively, the “Construction Contracts”), (iii) all assignable
warranties and guaranties (expressed or implied) existing with respect to the Improvements or the
Personal Property, and (iv) all assignable trade names, logos, licenses, permits, air rights,
certificates of occupancy, signs, trademarks, telephone listings and numbers (the
“Intangibles”).




     1.2 Property Defined. The Land, the Improvements, the Personal Property, the Leases, the
Service Contracts, the Construction Contracts and the Intangibles are sometimes referred to
collectively as the “Property.”



     1.3 Permitted Exceptions. Seller will convey the Property subject to the matters which are,
or are deemed to be, Permitted Exceptions pursuant to Article 3 hereof.



ARTICLE 2

Purchase Price and Earnest Money




     2.1 Purchase Price. The purchase price for the property is the sum of Two Hundred Twenty
Three Million and 00/100 Dollars ($223,000,000.00) (the “Purchase Price”).



     2.2 Payment of Purchase Price. The Purchase Price is payable in full at Closing, without
reduction, adjustment or setoff (other than as expressly authorized with respect to the closing
adjustments and prorations set forth in Article 9), in cash by federal wire transfer of immediately
available funds to a bank account designated by the Title Insurer in writing to Purchaser at or
prior to Closing.



     2.3 Earnest Money. Within two (2) business days after the Effective Date, Purchaser must
deposit with Chicago Title Insurance Company (the “Title Insurer”), having its office at
4170 Ashford Dunwoody Road, Suite 460, Atlanta, Georgia 30319, Attention: Christopher J. Valentine,
the sum of Sixteen Million Dollars ($16,000,000.00) (the “Earnest Money”) in good funds,
either by certified bank or cashier’s check or by federal wire transfer. The Title Insurer will
invest the Earnest Money in government insured interest-bearing accounts satisfactory to Seller and
Purchaser, will not commingle the Earnest Money with any funds of Escrow Agent or others, and will
promptly provide Purchaser and Seller with confirmation of the investments made. Such account will
have no penalty for early withdrawal, and Purchaser accepts all risks with regard to such account.
In the event the Earnest Money is not actually received by the Title Insurer within the applicable
time period specified, this Agreement will become null and void and of no further force or effect
whatsoever, and upon demand by Seller, Purchaser will reimburse Seller for all costs and expenses
incurred in connection with the preparation, execution and delivery of this Agreement, including,
without limitation, all attorneys fees and expenses incurred by Seller’s personnel and Third-Party
consultants and advisors.



     2.4 Independent Consideration. The sum of One Hundred Dollars ($100.00) (the “Independent
Consideration”) out of the Earnest Money is independent of any other consideration provided
hereunder, shall be fully earned by Seller upon the Effective Date hereof, and is not refundable to
Purchaser under any circumstances. Accordingly, if this Agreement is



2









 




terminated for any reason by either party, the Independent Consideration shall be paid by the
Title Company to Seller.




ARTICLE 3

Title and Survey




     3.1 Seller’s Title and Survey Deliveries. Purchaser acknowledges that Seller has delivered to
Purchaser:



     (a) a current commitment for title insurance (the “Title Commitment”) issued by the
Title Insurer, along with legible copies of all documents of record referred to therein; and



     (b) a copy of Seller’s most recent survey of the Property (the “Existing Survey”).



     3.2 Title Examination and Survey. Seller shall, upon receipt of same, deliver to Purchaser an
updated survey of the Land (the “Updated Survey”). Purchaser will complete its examination
of title to the Property, including, without limitation, matters of survey, prior to the expiration
of the Inspection Period (as hereinafter defined). All matters affecting title to the Property as
of the expiration of the Inspection Period that are set forth in the Title Commitment, filed in the
public real estate records or would have been shown by a current survey will constitute permitted
title exceptions approved by Purchaser (the “Permitted Exceptions”) for all purposes of
this Agreement, except as hereinafter provided. Purchaser acknowledges and agrees that Seller will
have no obligation or duty whatsoever to cure any title exceptions or defects affecting the
Property that existed of record as of the expiration of the Inspection Period except (a) liens and
security interests securing any loan to Seller and any other liens or security interests created by
documents executed by Seller to secure monetary obligations, other than liens for ad valorem taxes
and assessments for the current calendar year, (b) any liens or encumbrances resulting from
Seller’s intentional breach of its covenant not to encumber the Property pursuant to Section 7.2
hereof and (c) the recorded Declaration between Seller and M.M. Warburg & CO KGaA with respect to
the Property.



     3.3 Subsequent Title Defects. In the event any material and adverse matter affecting title
to the Property arises or is first disclosed to Purchaser after the expiration of the Inspection
Period, and Purchaser did not have notice of such matter, nor was such matter filed in the public
real estate records or would have been shown by a current survey as of the end of the Inspection
Period, then the following provisions will apply:



     (a) Purchaser must notify Seller of such matter in writing within two (2) business days of
Purchaser’s learning of such matter and, in any event, not later than Closing;



     (b) If the matter is one which was caused by an act or omission by Seller and can be cured
solely by the payment of money, then Seller will be obligated to cure such title defect not later
than Closing, by either discharging the matter by payment, posting a bond for payment, or by
causing Purchaser’s title insurer affirmatively to insure over the matter; provided, however,
Seller’s aggregate liability with respect to matters subject to this Section 3.3(b) will not exceed
the sum of $25,000; provided further, however, Seller shall be required so to cure any such matter
constituting (a) liens and security interests securing any loan to Seller and any other liens



3









 




or security interests created by documents executed by Seller to secure monetary obligations,
other than liens for ad valorem taxes and assessments for the current calendar year, (b) any liens
or encumbrances resulting from Seller’s intentional breach of its covenant not to encumber the
Property pursuant to Section 7.2 hereof and (c) the recorded Declaration between Seller and M.M.
Warburg & CO KGaA with respect to the Property.




     (c) In the event the matter is not described in Section 3.3(b), above, and Seller does not
elect to cure such matter by written notice to Purchaser within five (5) business days
(“Seller’s Response Period”) of Seller’s receipt of Purchaser’s notice under Section 3.3(a)
(and Closing will be delayed as necessary to permit Seller such period of response), then Purchaser
must elect either (i) to terminate this Agreement, in which case the Earnest Money will be refunded
in full to Purchaser and thereupon this Agreement will be null and void and of no further force and
effect whatsoever, except for the terms of this Agreement which expressly survive termination by
Purchaser; provided, however, Seller may condition the refund of the Earnest Money upon the
execution and delivery by Purchaser to Seller of an instrument in recordable form that disclaims
any and all continuing right, title and interest in and to the Property; or (ii) to waive such
title defect and proceed with Closing pursuant to the terms and conditions hereof without offset or
other credit or adjustment to the Purchase Price, in which event such title defect will constitute
a Permitted Exception and Purchaser waives any claim against Seller with respect to such title
defect. In the event Purchaser elects to terminate pursuant to the preceding clause (i), Purchaser
must provide Seller with prompt written notice of such election not later than two (2) business
days after the expiration of Seller’s Response Period. A failure timely to make an affirmative
election to terminate pursuant to the preceding clause (i) will be deemed an election pursuant to
clause (ii) to waive such matter.



ARTICLE 4

Information and Inspection




     4.1 Seller’s Deliveries. Purchaser acknowledges that, prior to the Effective Date hereof,
Seller has made available to Purchaser (via electronic data room, at the Property or otherwise) all
of the information with respect to the Property listed in Exhibit N attached hereto and
made a part hereof (the “Information Documents”) to the extent available to Seller or in
Seller’s possession or in the possession of Seller’s current property manager (“Manager”),
and that Purchaser has had or will have an opportunity to review all such Information Documents.
Seller shall cooperate in good faith with Purchaser to provide other reasonably requested
documentation with respect to the Property; provided, however, in no event shall Seller be required
to deliver any of the confidential information more particularly described in Section 4.10 hereof.



     4.2 Reliability of Information. The Information Documents and any additional information
requested by Purchaser are being furnished to Purchaser for information purposes only. Purchaser
acknowledges and agrees that it is accepting the Information Documents and other documents with the
understanding that the information therein has been compiled by persons and entities other than
Seller, and Seller has not verified and does not independently certify that the information
contained therein is true, correct or complete in all respects. With respect to any reports by
third-party consultants pertaining to the environmental condition of the Property, the structural
condition of the property, the condition of the building systems within the



4









 




Improvements, and other matters pertaining to the Property (the “Third-Party
Reports”), Purchaser further acknowledges and agrees that it understands and has been informed
by Seller that Seller has not and does not adopt or ratify the findings of the third-party
consultants who prepared the Third-Party Reports, does not represent that the Third-Party Reports
are accurate in all or any respects, and does not warrant or represent that the Third-Party Reports
can or should be relied upon by Purchaser in making its investment decisions concerning the
Property, except to the extent that such Third-Party Reports have been certified to Purchaser
pursuant to an executed reliance letter between the third-party consultant and Purchaser, but not
Seller.




     4.3 Inspection Period Defined. As used in this Agreement, the term “Inspection
Period” means the period commencing upon the date upon which Purchaser has complied with all of
the obligations of Purchaser as set forth in Section 4.5 (pertaining to Purchaser’s obligation to
provide Seller with certain insurance protection with respect to Purchaser’s inspection rights) and
ending at 10:00 a.m., Central Time, on March 10, 2006. Purchaser and Seller acknowledge that the
Inspection Period expired prior to the execution of this Agreement and Purchaser has no right to
terminate this Agreement pursuant to Section 4.6 hereof.



     4.4 Purchaser’s Obligation to Inspect. Purchaser shall have access to the Property and the
Information Documents through Closing, or until the earlier termination of this Agreement, pursuant
to the terms of that certain Access Agreement entered into by and between Seller and Hines
Interests Limited Partnership, an affiliate of Purchaser, on March 3, 2006 and the terms of this
Agreement. During the Inspection Period (as hereinafter defined), Purchaser covenants and agrees
that it will inspect the Property and otherwise use due diligence to determine the suitability of
the Property as an investment by Purchaser, at its sole cost and expense. Purchaser represents
that Purchaser has conducted an investigation of, and fully understands, the economic market
conditions (the “Market Conditions”) of the Chicago office market, including, without
limitation, market rentals, tenant concessions and vacancy factors, and acknowledges that the
Purchase Price takes into account the Market Conditions. In addition to such other activities that
Purchaser may determine to be appropriate to carry out such due diligence, Purchaser intends to do
all of the following: (a) examine the books and records maintained by Manager with respect to the
Property; (b) interview Manager with respect to the operation and management of the Improvements;
(c) examine the physical structures and components of the Improvements, including, without
limitation, the life safety systems, electrical, mechanical, and HVAC systems; (d) conduct studies
to determine that the Property and the operation thereof complies with all requirements of all
governmental agencies and authorities having jurisdiction with respect thereto, including, without
limitation matters of zoning, building code compliance, compliance with the Americans with
Disabilities Act, and (e) make such studies and investigations, conduct such tests and surveys and
engage such independent contractors, environmental engineers, environmental consultants, and
experts as necessary to enable Purchaser to evaluate any and all environmental risks associated
with the ownership and operation of the Property and its compliance with “Environmental Laws” (as
defined in Section 4.13); (f) conduct such investigation as is prudent with respect to the
requirements of the USA Patriot Act of 2001, the Bank Secrecy Act, Executive Order 13324 (66 Fed.
Reg. 49079) and other similar governmental requirements and (g) otherwise CONDUCT A COMPLETE AND
THOROUGH INVESTIGATION AND EXAMINATION OF THE PROPERTY EMPLOYING THE HIGHEST LEVELS OF DUE
DILIGENCE NORMALLY AND CUSTOMARILY EMPLOYED BY SOPHISTICATED



5









 




INSTITUTIONAL INVESTORS IN COMMERCIAL REAL ESTATE INVESTMENT TRANSACTIONS. To the extent
Purchaser does not currently have available its own employees who are competent to conduct such
examinations and inspections, Purchaser will retain such consultants, independent contractors and
other professional advisors as necessary to enable it to fulfill its obligation to employ such
levels of due diligence. From and after the Effective Date and until the earlier to occur of
termination of this Agreement or Closing, Purchaser and its representatives and agents will have
the right, upon reasonable prior notice, to enter upon the Property for the purpose of examining,
inspecting and testing the Property. Purchaser and its agents and representatives will at all such
times maintain the insurance coverages required under Section 4.5. Purchaser will provide Seller
and Manager with reasonable notice regarding the scope and execution of its activities, including,
proposed timing of inspections and any anticipated need to interview specified personnel. Any and
all interviews of tenants under the Leases may be conducted only at such times and in such manner
as may be reasonably approved by Manager, and Manager may condition all such interviews upon the
ability of Manager to be present during such interviews. Purchaser will not unreasonably disturb
or interfere with the operation, management or use of the Property by Seller, Manager, the tenants
under the Leases, or by any of their respective agents, customers, invitees, or guests. Neither
Purchaser nor any of its agents or contractors may conduct inspection activities that involve the
disassembly of any building components, the removal of permanent wall coverings or partitions, the
drilling or boring into the Land or Improvements, or any other similar invasive activity without
the written consent of Seller, which consent may be given or withheld at Seller’s sole discretion
and may be further conditioned upon such adequate bonds and additional security as Seller may
reasonably require to protect itself and the Property from loss, damage or injury.




     4.5 Indemnity and Liability Insurance. Purchaser will be responsible for any and all losses,
damages, charges and other costs associated with its examinations, inspections, and other
activities conducted as a part of its due diligence, and at the conclusion of the Inspection
Period, must return the Property to the same condition as existed prior to such examinations,
inspections and other activities. Purchaser must discharge any liens that attach against the
Property as a result of its inspections by payment, bonding off or otherwise removing such liens
promptly on demand. Purchaser agrees to indemnify and hold harmless Seller from and against any
and all claims, charges, actions, costs, suits, damages, injuries, or other liabilities which
arise, either directly or indirectly, from Purchaser’s or its agent’s, contractor’s, or employee’s
entry onto the Land and Improvements prior to Closing. In order further to protect Seller from any
such loss, damage, charge and other costs, Purchaser agrees that it will deliver to Seller and will
cause each of its agents and contractors that enter the Land and Improvements on its behalf to
deliver to Seller, prior to any such entry, a certificate of liability insurance, showing Seller,
Manager and Seller’s investment advisor as additional insureds and complying with the coverage and
policy provisions specified on the insurance Schedule attached hereto as Exhibit D. Purchaser’s
liability pursuant to this Section 4.5 will survive any termination of this Agreement for any
reason whatsoever.



     4.6 Purchaser’s Right to Terminate. At any time prior to the expiration of the Inspection
Period, Purchaser has the right to elect to terminate this Agreement if Purchaser determines in its
sole and absolute discretion that the Property is not suitable to Purchaser for any reason other
than (i) Market Conditions or (ii) the physical condition of the Property. Any such election must
be in writing, and upon timely receipt thereof by Seller, the Earnest Money will be



6









 




refunded in full to Purchaser and thereupon this Agreement will be null and void and of no
further force and effect whatsoever, except for the terms of this Agreement which expressly survive
termination by Purchaser; provided, however, Seller may condition the refund of the Earnest Money
upon the execution and delivery by Purchaser to Seller of an instrument in recordable form that
disclaims any and all continuing right, title and interest in and to the Property and if requested
by Seller, the delivery to Seller of the reports and studies referred to in Section 4.4 and any
survey obtained by Purchaser.




     4.7 Seller’s Right to Terminate. In the event that the Seller, on behalf of the Fund, does
not obtain the required consent of its Supervisory Board and M.M. Warburg & CO KGaA, its depositary
bank, pursuant to the German law known as the Investmentgesetz, to the transactions contemplated by
this Agreement on or before 10:00 a.m., Central Time, on March 10, 2006, then Seller shall have the
right, in its sole and absolute discretion, to terminate this Agreement. Any such election shall be
in writing, and upon delivery of such notice, the Earnest Money will be refunded in full to
Purchaser, Seller shall pay to purchaser $100.00 as consideration for entering into this Agreement
and thereupon this Agreement will be null and void and of no further force and effect whatsoever,
except for the terms of this Agreement which expressly survive termination by Purchaser. Purchaser
and Seller acknowledge that the deadline above in this Section 4.7 expired prior to the execution
of this Agreement and Seller has no right to terminate this Agreement pursuant to this Section 4.7.



     4.8 Continuing Agreement. If Purchaser does not elect to terminate this Agreement prior to
the expiration of the Inspection Period, then: (a) this Agreement will remain in full force and
effect, and (b) PURCHASER WILL BE DEEMED TO HAVE ACCEPTED THE PROPERTY ON AN “AS IS” BASIS, SUBJECT
ONLY TO THE TERMS OF THIS AGREEMENT AND THE TERMS AND CONDITIONS SET FORTH IN THE DOCUMENTS
EXECUTED AND DELIVERED BY SELLER AT CLOSING (“SELLER’S CLOSING DOCUMENTS”), and (c)
Purchaser will be deemed and agreed to accept title to the Property subject to the Permitted
Exceptions. In the event Purchaser does not elect to terminate this Agreement, then Seller’s sole
obligation with respect to the physical condition of the Property will be to deliver possession
thereof to Purchaser, subject to Article 11 hereof in the event of a casualty, in substantially the
same physical condition, normal wear and tear excepted, as existed as of the expiration of the
Inspection Period. PURCHASER HAS AGREED TO ACCEPT POSSESSION OF THE PROPERTY AT CLOSING ON AN “AS
IS” BASIS. SELLER AND PURCHASER AGREE THAT THE PROPERTY WILL BE SOLD “AS IS” AND EXCEPT AS SET
FORTH IN ARTICLE 5, SUCH SALE WILL BE WITHOUT REPRESENTATION OR WARRANTY BY SELLER OF ANY KIND,
EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTY OF INCOME POTENTIAL, OPERATING
EXPENSES, USES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), AND SELLER HEREBY DISCLAIMS
AND RENOUNCES ANY SUCH REPRESENTATION OR WARRANTY.



     4.9 “As Is” Defined. As used in this Agreement, the term “As Is” means, as and where the
Property presently exists as of the expiration of the Inspection Period, including, without
limitation, all faults, defects, claims, liens, and other conditions of every kind or description
with respect to (a) physical and environmental condition of the Property, including defects seen
and unseen and conditions natural and artificial, (b) the Permitted Exceptions,



7









 




(c) the Service Contracts, (d) the financial operation and condition of the Property, (e)
compliance with all laws, ordinances, rules and regulations to which the Property is subject, (f)
all claims, demands, actions or causes of action that relate in any way to the property or the
ownership and operation thereof, whether known or unknown, and (g) all other matters related in any
way to the ownership and operation of the Property, whether known or unknown.




     4.10 Confidential Information. Purchaser acknowledges and agrees that Seller, Manager and
certain of their affiliates may have the following confidential information concerning the
Property: state and federal income tax returns and filing information, internal evaluations,
budgets and appraisals, information relating to the Fund or advisory services, loan files
pertaining to mortgage financing obtained or considered for the Property by Seller or its agents,
advisors, and contractors, personnel files related to present and past employees of Seller (if any)
and Manager and their affiliates, and privileged attorney-client communications. Purchaser hereby
disclaims any interest in examining any such confidential information and agrees that such
information does not constitute a part of the Information Documents and that the withholding of
such information is not in violation of any duty or obligation owed to Purchaser under this
Agreement or otherwise, regardless of the content thereof.



     4.11 Intentionally Omitted.



     4.12 Hazardous Materials. Except as expressly set forth in Section 5.5, Seller makes no
representation whatsoever regarding: (a) compliance with “Environmental Laws” as that term is
hereinafter defined, (b) the presence, location or scope of any materials, waste, contaminates,
pollutants, mold, fungus, bacteria or other substances or conditions which are toxic, dangerous,
radioactive, disease causing, carcinogenic, infectious, caustic, or contain petroleum products or
by-products, asbestos, heavy metals, or are defined as toxic, dangerous to health or otherwise
hazardous by reference to any Environmental Laws. As used in this Agreement, “Environmental
Laws” means collectively Comprehensive Environmental Response, Compensation and Liability Act
of 1980 (commonly known as “CERCLA”), as amended, the Superfund Amendments and
Reauthorization Act (commonly known as “SARA”), the Resource Conservation and Recovery Act
(commonly known as “RCRA”), and any other federal, state or local environmental legislation
or ordinances applicable to the Property.



     4.13 Availability of Information. Purchaser acknowledges that it understands that the
Information Documents and other information concerning the Property may be located in more than one
location. PURCHASER ASSUMES THE RESPONSIBILITY TO NOTIFY SELLER OF THE FILES AND DOCUMENTS
PURCHASER WISHES TO INSPECT. ALL SUCH FILES AND DOCUMENTS (OTHER THAN CONFIDENTIAL INFORMATION AS
DESCRIBED IN SECTION 4.10) WILL BE MADE AVAILABLE FOR PURCHASER’S INSPECTION, REVIEW AND COPYING,
AND TO THE EXTENT POSSIBLE TO DO SO WITHOUT UNDUE BURDEN OR EXPENSE, SELLER WILL USE REASONABLE
EFFORTS TO COLLECT SUCH DOCUMENTS AND FILES FOR SUCH INSPECTION, REVIEW AND COPYING AT THE
PROPERTY.



     4.14 Information from Agents. In making its investment decisions with respect to the
Property, including its decision to elect or not elect to terminate this Agreement during the
Inspection Period, Purchaser may interview Manager, the other parties to the Service Contracts



8









 




and Construction Contracts, and Seller’s employees, agents, contractors, and investment
advisors. Although Seller is willing to cooperate with Purchaser in connection with its due
diligence activities and will instruct Manager and Seller’s employees (if any), agents,
contractors, and investment advisors to cooperate with Purchaser and its agents, contractors and
consultants, Seller is unwilling to sell the Property to Purchaser unless there is a clear
understanding between the parties that Seller will not have any liability with respect to any
opinions, statements, warranties, representations, or other information furnished to Purchaser by
such employees, agents, contractors, and investment advisors, unless expressly incorporated in this
Agreement as Seller’s representations. Accordingly, Purchaser releases and discharges Seller from
any and all damage, injury, or loss suffered by Purchaser as a result of: (a) any and all such
statements, information, opinions and other matters furnished by such employees, agents,
contractors, and investment advisors of Seller, except to the extent expressly incorporated in this
Agreement as a representation of Seller, and (b) any omission to disclose information or
withholding of information by any such employees, agents, contractors, and investment advisors of
Seller, unless done at the express direction of an officer of Seller and Purchaser was not aware of
such omission or withholding.




     4.15 Purchaser Certificate and Release. It is a condition precedent to the obligations of
Seller under this Agreement that the Certificate of Release attached hereto as Exhibit E be fully
executed and delivered at Closing by Purchaser to Seller. The Certificate and Release certifies
and supports the fact that Purchaser and its consultants, independent contractors, and other
professional advisors of Purchaser’s choice have (or could have) (a) physically inspected the
Property, (b) determined the fair market value of the Property in its As Is condition, (c)
satisfied themselves as to the financial performance of the Property and its potential return on
investment, (d) analyzed the present and projected uses of the Property, (e) independently verified
the completeness and accuracy of the Information Documents and all other information provided by
Seller and/or its agents which Purchaser deemed necessary or material in connection with the
transactions contemplated by this Agreement, (f) independently tested and examined the Property
from a physical, structural and environmental standpoint, and (g) otherwise conducted a complete
and thorough investigation and examination of the Property and the tenants under the Leases
employing the highest levels of due diligence and that Purchaser has accepted the Property As Is,
subject to the representations and warranties set forth in Article 5. The Certificate and Release
further releases Seller from and waives all claims against and liability of Seller to Purchaser for
any structural, physical, and environmental condition at the Property and further releases Seller
from and waives all liability of Seller to Purchaser for any and all claims or causes of action
based on, connected with, or arising out of any Environmental Laws, Hazardous Material, requirement
or liability imposed under any other law or regulation or any governmental agency or regulatory
body having jurisdiction over the Property, or otherwise asserted against the Property or Purchaser
by any person or entity whatsoever, except as set forth in Article 5. The Certificate and Release
further will confirm the agreement of the parties that Purchaser has not relied upon any
representation, inducement, or unperformed promise of Seller or Seller’s employees, agents,
contractors, or investment advisors, except to the extent expressly set forth in this Agreement.



9









 





ARTICLE 5

Seller’s Warranties and Representations




     5.1 Seller’s Authority, Etc. Seller has been duly organized and is validly existing under the
laws of the Federal Republic of Germany. Seller is duly qualified to do business and is in good
standing in the State where the Property is located. Subject to obtaining the consents described
in Section 4.7 hereof, Seller has the full right and authority to enter into this Agreement and to
transfer all of the Property to be conveyed by Seller and to consummate or cause to be consummated
the transactions contemplated herein in accordance with the terms hereof. The person signing this
Agreement on behalf of Seller is authorized to do so and may bind the Seller without the joinder or
cosignature of any other person.



     5.2 No Litigation. To Seller’s knowledge, there is no action, suit, arbitration, unsatisfied
order or judgment, governmental investigation or proceeding pending against the Property or the
transaction contemplated by this Agreement, which, if adversely determined, could individually or
in the aggregate have a material adverse effect on title to the Property or any portion thereof or
which could in any material way interfere with the consummation by Seller of the transaction
contemplated by this Agreement.



     5.3 The Leases.




     (a) The Lease Schedule on Exhibit B-1 is a true, correct and complete list of all Leases in
effect at the Property and all amendments and modifications thereto, and except as set forth in
said Lease Schedule, there are no leases, occupancy agreements or other related agreements
affecting the Property. Seller has delivered true, correct and complete copies of all Leases
listed on Exhibit B-1 to Purchaser. Seller is the lessor or landlord or the successor lessor or
landlord under all of the Leases. The schedule of security deposits attached as Exhibit B-2 is a
true, correct and complete list of all security deposits under the Leases.



     (b) Except as set forth on Schedule 5.3(b), to Seller’s knowledge, neither Seller nor
any tenant is in material default under the Leases set forth on the Lease Schedule. Except as set
forth on Schedule 5.3(b), Seller has not received any written notice from a tenant that
Seller is in material default under said tenant’s Lease, which default has not been cured prior to
the Effective Date, nor has Seller sent a written notice of default to any tenant prior to the
Effective Date.



     (c) There are no lease brokerage agreements, leasing commission agreements, or other
agreements providing for payments of any amounts for leasing activities or procuring tenants with
respect to the Property to which Seller is a party other than as disclosed on Exhibit S. Except as
set forth in Schedule 5.3(c) or as may be due under the agreements listed on Exhibit S
after Closing, there are no brokerage commissions or other such payments due from and after the
Closing in connection with any Lease. Seller will terminate its Leasing Agreement (the “Buck
Leasing Agreement”) with Buck Management Group, LLC (“Buck”) at Closing, however,
Purchaser shall pay any commissions which are payable under the Buck Leasing Agreement
(notwithstanding the termination thereof), with respect to any lease signed by Purchaser within one
hundred twenty (120) days after Closing with any party identified on a list (a “Prospect
List”) delivered by Buck. The Prospect List for the Buck Leasing Agreement shall include only
those parties (i) from whom Buck has received a written request for a lease proposal prior to its
termination and/or (ii) to whom Buck has submitted a written proposal



10









 




prior to its termination and/or (iii) with whom Buck has been engaged in material discussions and/or
negotiations regarding the leasing by such prospective tenant of space at the Property prior to its
termination (including existing tenants with whom Buck is negotiating renewal options and/or
expansion options). Furthermore, Purchaser shall pay any commissions which are payable under the
Exclusive Lease Agency Agreement (the “Stone Agreement”) with Stone Real Estate Corp.
(“Stone”), with respect to any lease for retail suite 0080 signed by Purchaser within
ninety (90) days after Closing with any party identified on the Prospect List delivered by Stone.
The Prospect List for the Stone Agreement shall include only those parties that have both toured
the suite 0080 space and to whom Stone has submitted a proposal to lease and portion of such space
or from whom Stone has received a proposal or signed letter of intent, in each instance within the
sixty (60) day period immediately preceding the termination of the Stone Agreement. Seller shall
deliver to Purchaser at Closing a true and correct copy of each Prospect List if received as of
such date; provided, however, Purchaser acknowledges that Buck and Stone may have the right,
pursuant to the terms of their respective leasing or commission agreements, to deliver their
Prospect Lists to Seller on a date after the date of Closing, and in the event that Seller does not
receive any Prospect List until after Closing for such reason, Seller shall deliver such Prospect
List to Purchaser promptly upon receipt, and Purchaser agrees that it shall be responsible for any
commissions which may become due and payable with respect to any party on such Prospect List as set
forth above.




     (d) There are no outstanding tenant improvement allowances, construction obligations or other
leasing costs as of the date hereof that shall be due and payable before or after the Closing with
respect to any of the Leases on Exhibit B, except as set forth in Schedule 5.3(d) hereof
and except for any refurbishment or improvement allowances set forth in such Leases that may become
due after Closing.



     5.4 Notices of Violations or Actions. Seller has not received any written notification from
any governmental or public authority (a) that the Property is in violation of any applicable fire,
health, building, use, occupancy or zoning laws where such violation remains outstanding and, if
unaddressed, would have a material adverse effect on the use of the Property as currently owned and
operated or (b) that any work is required to be done upon or in connection with the Property, where
such work remains outstanding and, if unaddressed, would have a material adverse effect on the use
of the Property as currently owned and operated. Seller has not received prior to the Effective
Date any written notification from any governmental or public authority that the Property is the
subject of any pending or threatened condemnation proceedings.



     5.5 Environmental Notices. Except as shown on the environmental assessment report covering
the Land and Improvements listed on Exhibit P (which has been made available to Purchaser pursuant
to Section 4.1) or as otherwise disclosed in writing to Purchaser, to Seller’s knowledge, Seller
has received no written notification that any governmental or quasi-governmental authority has
determined that there are any violations of any Environmental Laws at the Property.



     5.6 Contracts. To Seller’s knowledge, the Contracts Schedule is a true, correct and complete
list, in all material respects, of the Service Contracts and Construction Contracts in effect with
respect to the Property as of the Effective Date of this Agreement, and to Seller’s



11









 




 knowledge there
are no other service contracts or construction contracts that will be in effect after the Closing that will be binding on Purchaser. To Seller’s knowledge, Seller has made
true, correct and complete copies of all Service Contracts and Construction Contracts available to
Purchaser pursuant to Section 4.1. From the Effective Date until the Closing, Seller shall not
enter into any new Service Contracts or Construction Contracts that are not cancelable, without
penalty, on thirty (30) days notice, without Purchaser’s written consent, which consent shall not
be unreasonably withheld or delayed.




     5.7 Knowledge Defined. References to the “knowledge” of Seller refer only to the actual
knowledge of Olivier Catusse, Stephen D. McCarthy and L. Clay Adams, Jr. (the “Designated
Representatives”), and will not be construed, by imputation or otherwise, to refer to the
knowledge of Seller, or any affiliate of Seller, to Manager, or to any other officer, agent,
manager, representative, advisor, or employee of Seller or any affiliate thereof or to impose upon
such designated individual any duty to investigate the matter to which such actual knowledge, or
the absence thereof, pertains. Purchaser hereby acknowledges and agrees that no Designated
Representative shall have any personal liability or responsibility whatsoever with respect to
Seller’s representations and warranties hereunder by reason of his or her designation as a
Designated Representative, and no alleged breach of any representation or warranty or any claim
whatsoever shall at any time be asserted or enforceable against any one or more of the Designated
Representatives.



     5.8 Survival of Seller’s Representations and Warranties. The representations and
warranties of Seller set forth in this Article 5, as updated by the certificate of Seller to be
delivered to Purchaser at Closing in accordance with Article 9 hereof, will survive Closing until
September 29, 2006. No claim for a breach of any representation or warranty of Seller will be
actionable or payable (a) if the breach in question results from or is based on a condition, state
of facts or other matter which was known to Purchaser prior to Closing, (b) unless the valid claims
for all such breaches collectively aggregate more than One Hundred Fifty Thousand Dollars
($150,000), in which event the full amount of such valid claims will be actionable, up to but not
exceeding the amount of the Liability Cap (as defined below), and (c) unless written notice
containing a description of the specific nature of such breach will have been given by Purchaser to
Seller on or before September 29, 2006 and an action will have been commenced by Purchaser against
Seller on or before October 29, 2006. Purchaser agrees to first seek recovery under any insurance
policies, service contracts and Leases prior to seeking recovery from Seller, and Seller will not
be liable to Purchaser if Purchaser’s claim is satisfied from such insurance policies, service
contracts or Leases. As used herein, the term “Liability Cap” will mean the total
aggregate amount of Two Million Dollars ($2,000,000). In no event will Seller’s aggregate
liability to Purchaser for breach of any representation or warranty of Seller in this Agreement
exceed the amount of the Liability Cap.



ARTICLE 6




Purchaser’s warranties and representations




     6.1 Intentionally Omitted.



     6.2 Purchaser’s Authority, Etc. Purchaser has the full right, power and authority to purchase
the Property as provided in this Agreement and to carry out Purchaser’s obligations



12









 




hereunder, and
all requisite action necessary to authorize Purchaser to enter into this Agreement and to carry out its obligations hereunder have been, or by the Closing will have been, taken.
The person signing this Agreement on behalf of Purchaser is authorized to do so and may bind the
Purchaser without the joinder or cosignature of any other person.




     6.3 No Litigation. There is no action, suit, arbitration, unsatisfied order or judgment,
government investigation or proceeding pending against Purchaser which, if adversely determined,
could individually or in the aggregate interfere with the consummation of the transaction
contemplated by this Agreement.



     6.4 Sophisticated Investor. Purchaser is a Delaware limited partnership that specializes in
the investment in and ownership and operation of income producing commercial real estate in
geographically diverse markets. As such, it is a sophisticated real estate owner, investor and
manager with particular experience in the acquisition, ownership and operations of properties
similar to the Property. Purchaser further warrants and represents that it has the ability
through its own employees, or through agents, independent contractors, consultants or other experts
with whom it has a relationship, to evaluate fully the investment characteristics of the Property
and to assess fully all issues pertaining to title to the Property, the assumption by Purchaser of
the Leases, Service Contracts and Construction Contracts, the value of the Property, the ability of
Purchaser to obtain financing, the physical and environmental condition of the Property, and the
compliance of the Property and the operation thereof with all applicable laws, rules, and
regulations of any and all governmental agencies having jurisdiction with respect thereto, and the
past and future economic performance of the Property. Accordingly, Purchaser warrants and
represents that except for the express warranties and representations made by Seller in Article 5
hereof and as contained in the documents and instruments executed and delivered by Seller at
Closing, Purchaser has not relied and will not rely upon any warranty, representation, statement of
fact, or other information made by or furnished on behalf of Seller or any of its employees,
affiliates, agents, Manager, investment advisor, consultants, contractors, or others, but is
relying solely upon its own investigations, assessments, evaluations, and those of its own
employees, agents, independent contractors, consultants, investment advisors and other experts with
whom it is dealing in connection with the transactions contemplated by this Agreement.




	 	6.5	 	OFAC Regulations.
	 
	 	(a)	 	Neither Purchaser nor the owner of any controlling interest in Purchaser:






	 	(1)	 	is listed on the Specially Designated Nationals and Blocked
Persons List maintained by the office of Foreign Assets Control, Department of
the Treasury (“OFAC”) pursuant to the Executive Order No. 13224, 66
Fed. Reg. 49079 (September 25, 2001) (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 the Order and any other applicable
rules, regulations, legislation or orders (such lists are collectively referred
to as the “Lists”);




13









 












	 	(2)	 	will transfer or permit the transfer of any controlling
interest in Purchaser to any person or entity who is, or any of whose
beneficial owners are, listed on the Lists.





     (b) Purchaser hereby covenants and agrees that if Purchaser obtains knowledge that Purchaser
or any owner of any controlling interest in Purchaser becomes listed on the Lists or is indicted,
arraigned, or custodially detained on charges involving money laundering or predicate crimes to
money laundering, Purchaser will immediately notify Seller in writing, and in such event, Seller
will have the right to terminate this Agreement without penalty or liability to Seller immediately
upon delivery of written notice thereof to Purchaser, in which event the Earnest Money will
promptly be returned to Purchaser and neither party will have any further rights or obligations
under this Agreement, except for such as specifically survive termination.



     6.6 Survival of Purchaser’s Representations and Warranties. The representations and
warranties of Purchaser set forth in this Agreement will survive Closing and will be a continuing
representation and warranty without limitation.



ARTICLE 7




Covenants and Executory Agreements Pending Closing




     7.1 Purchaser’s Due Diligence. Purchaser hereby covenants and agrees with Seller that
Purchaser will diligently discharge its obligations set forth in Article 4 with respect to its
inspection and evaluation of all aspects of the Property and it will keep Seller informed with
respect to the progress of such inspection and evaluation and, if requested by Seller, will furnish
Seller promptly with any and all studies, reports and other information obtained from Third-Party
Consultants with respect to the physical and environmental condition of the Property.



     7.2 Operations Pending Closing. From and after the Effective Date and continuing through
Closing, (a) Seller will use commercially reasonable efforts to operate and maintain the Property
in a manner generally consistent with the manner in which Seller has operated and maintained the
Property prior to the Effective Date and (b) Seller shall not intentionally execute and record any
documents in the real property records which result in any liens or other encumbrances on the
Property which are not released on or prior to Closing.



     7.3 New Leases. Seller will deliver to Purchaser any new Leases or any renewals, expansions,
or modifications of existing Leases that Seller wishes to execute between the Effective Date and
Closing (a “Proposed Lease Transaction”). Seller’s notice of a Proposed Lease Transaction
will include a description of all payments, costs and expenses required to be paid by the landlord
pursuant to the Proposed Lease Transaction, including, without limitation, tenant improvement
costs, lease buyout costs, reimbursement of tenant’s moving expenses and other out of pocket costs,
design, refurbishment and club allowances, and the economic burden of any free or reduced rent (the
“Tenant Inducement Costs”) and the form of the proposed Lease. Purchaser agrees that it
will promptly review such Proposed Lease Transaction within five (5) days after receipt of notice
of the Proposed Lease Transaction from Seller. A failure to provide notice of disapproval within
such five (5)-day period will be deemed to constitute approval by Purchaser for all purposes,
including, without limitation, approval of the Tenant Inducement Costs. At Closing, Tenant
Inducement Costs with respect to approved or deemed approved



14









 




Proposed Lease Transactions will be
assumed by Purchaser, and to the extent previously paid by Seller, they will be credited to the
account of and paid to Seller at Closing. In the event Purchaser disapproves of any Proposed Lease
Transaction, prior to the expiration of the Inspection Period and Seller, upon notice to Purchaser
before the end of the Inspection Period,elects otherwise to proceed with the Proposed Lease Transaction, then Purchaser may at its
option elect either: (a) to accept the Proposed Lease Transaction and proceed with the transaction
described in this Agreement, or (b) to terminate this Agreement before the end of the Inspection
Period, in which case the Earnest Money will be refunded in full to Purchaser and thereupon this
Agreement will be null and void and of no further force and effect whatsoever, except for the terms
of this Agreement which expressly survive termination by Purchaser; provided, however, Seller may
condition the refund of the Earnest Money upon the execution and delivery by Purchaser to Seller of
an instrument in recordable form that disclaims any and all continuing right, title and interest in
and to the Property, and if requested by Seller upon the delivery to Seller of the reports and
studies referred to in Section 4.4 and any survey obtained by Purchaser. Notwithstanding the
foregoing, all Proposed Lease Transactions that are proposed after the expiration of the Inspection
Period require the approval of Purchaser, which approval shall not be unreasonably withheld.




     7.4 Withholding. Prior to Closing, Seller intends to file a Form 8288-B, FIRPTA Withholding
Certificate (the “FIRPTA Certificate”) in the form required by the Internal Revenue
Service, a copy of which shall be provided to Purchaser. The FIRPTA Certificate will indicate the
taxable gain, if any, that Seller will recognize upon the sale of the Property to Purchaser and the
tax liability amount required to be paid to the Internal Revenue Service in connection therewith
(the “Certificate Tax Amount”). Pursuant to Section 4.01 of Revenue Procedure 2000-35,
2000-2 CB 211 (August 9, 2000) and the filing of such FIRPTA Certificate with the Internal Revenue
Service prior to the date of sale, Purchaser is required to withhold from the sales proceeds ten
percent (10%) of the gross sales proceeds derived from the sale of the Property, but is not
required to pay such withheld amounts to the Internal Revenue Service pending approval of said
FIRPTA Certificates by the Internal Revenue Service. Accordingly, Seller and Purchaser agree that
Purchaser shall withhold ten percent (10%) of the gross sales proceeds (the “Escrowed
Funds”), from the Purchase Price and pay the Escrowed Funds to, at Seller’s election, either
King & Spalding LLP or the Title Company, acting as withholding escrow agent (“Withholding
Escrow Agent”) to hold pending approval of the FIRPTA Certificate by the Internal Revenue
Service. Upon such approval of the FIRPTA Certificate by the Internal Revenue Service, Seller and
Purchaser shall direct Withholding Escrow Agent to apply the Escrowed Funds to pay such approved
tax liability (the “Final Tax Liability”) within twenty (20) days after such approval. If
the Final Tax Liability is greater than the Escrowed Funds, then Seller shall promptly pay such
deficiency to the Withholding Escrow Agent for payment to the Internal Revenue Service. If the
Final Tax Liability is less than the Escrowed Funds, then the Withholding Agent shall promptly pay
the excess to Seller, together with the interest or income earned on the Escrowed Funds. It is
anticipated that the Final Tax Liability will equal the Certificate Tax Amount. Seller shall file
or cause to be filed any and all tax returns, information returns or any other required filings in
connection with the transfer on or before the due date of such returns with the Internal Revenue
Service and timely pay any and all tax liabilities associated therewith. Seller hereby agrees to
hold Purchaser harmless from and against any and all losses, liabilities, claims, damages, costs
and expenses (including reasonable attorneys’ fees, interest and penalties) incurred or realized by
Purchaser and relating to the payment to the Internal Revenue Service of any such withholding



15









 




tax
due upon the sale of the Property by Seller to Purchaser, which obligation shall not be limited by
time or amount pursuant to Section 14.18 hereof. Each of Seller and Purchaser agrees to execute
and deliver at the Closing an escrow agreement with Withholding Escrow Agent that reflects the
provisions of this Section 7.4 in the form attached hereto as Exhibit M (the
“Withholding Escrow Agreement”). Such escrow agreement shall provide for the
investment of the Escrowed Funds in designated investments or accounts available to the Withholding
Escrow Agent and approved by Seller, and all interest or other income earned thereon shall be added
to and deemed a part of the Escrowed Funds. Seller will pay all costs and expenses relating to the
escrow account established pursuant to this Section 7.4. In the event that a FIRPTA Certificate is
not filed in accordance with this Section 7.4 prior to Closing, Purchaser shall withhold ten
percent (10%) of the gross sales proceeds from the Purchase Price and remit such amount to the
Internal Revenue Service in accordance with its obligations set forth in Section 1445 of the
Internal Revenue Code. In addition, if at any time Purchaser believes that it is required by
applicable law to deliver the Escrowed Funds to the Internal Revenue Service, Purchaser shall have
the authority to instruct the Withholding Escrow Agent to pay the Escrowed Funds to the Internal
Revenue Service; provided, however, prior to giving any such instruction to the Withholding Escrow
Agent, Purchaser shall give not less than five (5) days prior notice to Seller of its intent to so
instruct the Withholding Escrow Agent and shall discuss in good faith with Seller its position
prior to giving such instruction.




ARTICLE 8

Conditions to Closing




     8.1 Conditions to Purchaser’s Obligations. Purchaser’s obligation to close the purchase and
sale of the Property is conditioned upon each and every one of the following conditions precedent,
and in the event any of the conditions set forth below has not been fully satisfied on or before
the Closing, then Purchaser shall have the right, in its discretion, to terminate this Agreement by
notice to Seller, whereupon this Agreement shall terminate, the Earnest Money shall be returned to
Purchaser, and Seller and Purchaser shall have no further obligations hereunder except for any
obligations which expressly survive the termination of this Agreement:



     (a) Seller has performed and observed in all material respects all covenants and agreements to
be performed by Seller under this Agreement;



     (b) all of the representations and warranties of Seller contained in this Agreement are true
and correct in all material respects as of the date of Closing; and



     (c) issuance of the owner’s policy of title insurance in the form shown by the Title
Commitment, but including extended coverage (the “Owner’s Policy”), and including the pro
forma endorsements attached thereto in the full amount of the Purchase Price.



16









 





     8.2 Conditions to Seller’s Obligations. Seller’s obligation to close the purchase and sale of
the Property is conditioned upon each and every one of the following conditions precedent:



     (a) Purchaser has performed and observed in all material respects all covenants and agreements
to be performed by Purchaser under this Agreement; and



     (b) all of the representations and warranties of Purchaser contained in this Agreement are
true and correct in all material respects as of the date of Closing.



     8.3 Tenant Estoppel Certificates. Seller and Purchaser acknowledge that, prior to the
Effective Date hereof, Seller has provided to Purchaser, and Purchaser has reviewed and approved,
the forms of the tenant estoppels (the “Tenant Estoppel Certificates”), which are in
substantially the same form received by Seller at the time it purchased the Property, certified to
Purchaser and its lender. After the Effective Date, Seller shall promptly deliver the Tenant
Estoppel Certificates to all of the tenants at the Property. Purchaser’s obligations under this
Agreement are conditioned upon Purchaser receiving Conforming Tenant Estoppel Certificates (as
defined below) dated no more than thirty (30) days prior to Closing from tenants Skadden Arps,
Nuveen and Barack Ferrazzano (the “Major Tenants”), plus such other tenants that, taken
together with the Major Tenants, occupy seventy-five percent (75%) of the leased space at the
Property (collectively, the “Minimum Required Estoppels”). In addition, Seller shall use
commercially reasonable efforts to obtain and deliver to Purchaser a Conforming Tenant Estoppel
Certificate from each tenant at the Property, provided that delivery of a Conforming Tenant
Estoppel Certificate from tenants in excess of the Minimum Required Estoppels shall not be a
condition to Closing. As used in this Agreement, the term “Conforming Tenant Estoppel
Certificate” means any Tenant Estoppel Certificate that is delivered to Purchaser in the form
approved by Purchaser pursuant to this Section 8.3 (or (a) if a tenant’s Lease specifies another
form of tenant estoppel certificate, then such other specified form, or (b) if a tenant’s Lease
requires less information than that contained the approved form, then a Tenant Estoppel Certificate
containing only the information required in such tenant’s Lease), which does not contain any
modification or addition that is materially adverse to Purchaser and which does not reveal any
default under the affected lease, any condition which with notice and the passage of time would
constitute a default under the affected lease, or a material adverse discrepancy between the
information set forth in this Agreement or the Information Documents, including the Leases. Any
Tenant Estoppel Certificate which is not a Conforming Tenant Estoppel Certificate, but which is not
expressly disapproved by Purchaser in writing within five (5) business days of receipt thereof by
Purchaser, will also constitute a Conforming Tenant Estoppel Certificate. In the event that Seller
is unable to deliver the Minimum Required Estoppels, Seller may, at its option, deliver a seller
estoppel in substantially the form attached hereto as Exhibit R (each, a “Seller
Estoppel”) for any one or more tenants of Seller’s choosing in order to achieve the required
threshold; provided, however, Seller shall not be permitted to deliver a Seller Estoppel for any of
the Major Tenants. In the event that Seller provides one or more Seller Estoppels, each such
estoppel will become null and void and of no further force and effect if, at any time after the
delivery of such Seller Estoppel, Seller receives and delivers to Purchaser either (y) a Conforming
Tenant Estoppel Certificate for said tenant or (z) Conforming Tenant Estoppel Certificates for any
other tenants which result in Seller meeting its seventy-five percent (75%) Minimum Required
Estoppels threshold. In the event that Seller fails to deliver on or before



17









 





Closing (i) the
Minimum Required Estoppels and (ii) substitute Seller Estoppels for one or more tenants
(other than Major Tenants) in order to achieve such required threshold, then Purchaser’s sole and
exclusive remedy with respect to such failure will be to terminate this Agreement, in which case
the Earnest Money will be refunded in full to Purchaser and thereupon this Agreement will be null
and void and of no further force and effect whatsoever, except for the terms of this Agreement
which expressly survive termination of this Agreement by Purchaser; provided, however, Seller may
condition the refund of the Earnest Money upon the execution and delivery by Purchaser to Seller of
an instrument in recordable form that disclaims any and all
continuing right, title and interest in and to the Property, and upon the delivery to Seller
of the reports and studies referred to in Section 4.4 and any survey obtained by Purchaser.



ARTICLE 9

Closing




     9.1 Time and Place. The consummation of the transaction contemplated hereby
(“Closing”) will be held at the offices of King & Spalding LLP at 1180 Peachtree Street,
Atlanta, Georgia 30309 at 12:00 noon, Eastern time on April 3, 2006; provided, however, that Seller
shall have the right, in Seller’s sole discretion, to extend the Closing for a period of up to ten
(10) business days in order to satisfy conditions of this Agreement or to cure a default under this
Agreement, upon written notice to Purchaser of such election at least one (1) day prior to the
Closing Date. At Closing, Seller and Purchaser must perform their respective obligations set forth
in this Article 9 and elsewhere in this Agreement (to the extent not previously performed), and the
performance by each of them will be a concurrent condition of the performance of the obligations of
the other.



     9.2 Seller’s Obligations at Closing. At Closing, Seller will:



     (a) execute and deliver to Purchaser, in recordable form, a Special Warranty Deed in the form
of Exhibit G (the “Deed”), conveying the Land and Improvements, subject only to the
Permitted Exceptions;



     (b) execute and deliver to Purchaser the Bill of Sale in the form of Exhibit H (the “Bill
of Sale”), conveying the Personal Property without warranty of title or use and without
warranty, expressed or implied, as to merchantability and fitness for any purpose;



     (c) execute and deliver to Purchaser the Assignment and Assumption of Leases in the form
attached hereto as Exhibit I, pursuant to which Seller will transfer and assign its interest in the
Leases to Purchaser and Purchaser will assume all obligations of Seller with respect thereto
arising after the Closing;



     (d) execute and deliver the Assignment and Assumption of Contracts in the form attached hereto
as Exhibit J pursuant to which Seller will assign (to the extent its interests are assignable) its
interest in the Service Contracts and Construction Contracts to Purchaser, and Purchaser will
assume all Seller’s obligations with respect thereto arising after the Closing;



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     (e) execute and deliver the General Assignment of Intangibles in the form attached hereto as
Exhibit K pursuant to which Seller will assign its interest in the Intangibles to Purchaser;



     (f) deliver to Purchaser any Conforming Tenant Estoppels in the possession of Seller;



     (g) join with Purchaser in the execution of a Tenant Notice in the form of Exhibit L which
Purchaser covenants and agrees to send to each tenant at the Property (collectively, the
“Tenants”) listed on the Lease Schedule attached as Exhibit B, informing such Tenant of the
sale of the Property and of the assignment to Purchaser of Seller’s interest in, and obligations
under,
the Leases (including, if applicable any security deposits) and directing that all rent and
other sums payable after the Closing under each such Lease will be paid as set forth in the notice;



     (h) deliver to the Title Insurer such evidence as the Title Insurer may reasonably require as
to Seller’s authority to sell the Property and the authority of the person or persons executing
documents on behalf of Seller;



     (i) execute and deliver, in recordable form, such instruments as may be required to release of
record the “Declaration” between Seller and M.M. Warburg & CO KGaA with respect to the Property and
comply with the Declaration, including any provisions thereof requiring consent;



     (j) cause the delivery, at the Property, of the Leases, Service Contracts, Construction
Contracts and licenses and permits, if any, in the possession of Seller or Seller’s agents,
together with such leasing and property files and records which are material in connection with the
continued operation, leasing and maintenance of the Property;



     (k) deliver to Purchaser possession and occupancy of the Property, subject to the Permitted
Exceptions;



     (l) execute and deliver a closing statement (the “Closing Statement”) for the purchase
and sale of the Property, in form and substance reasonably acceptable to Purchaser and Seller;
provided, however, Seller will use its good faith efforts to deliver to Purchaser the estimated
prorations to be set forth in the Closing Statement at least five (5) days prior to the Closing;



     (m) deliver to the Title Insurer any customary documents of assurance required by the Title
Insurer to issue, and cause the Title Insurer to issue to the Purchaser the Owner’s Policy;



     (n) deliver to Purchaser transfer tax declarations executed by Seller;



     (o) deliver to Purchaser the FIRPTA Certificate, duly executed by Seller, together with the
Withholding Escrow Agreement, duly executed by Seller, all as more particularly described in
Section 7.4 hereof;



     (p) deliver to Purchaser such documentation as is necessary to effect the post-Closing
transfer of any tenant security deposit letters of credit to Purchaser;



19









 





     (q) deliver to Purchaser evidence of the termination of any existing management or leasing
agreements in effect with respect to the Property;



     (r) deliver to Purchaser a certificate of Seller, dated as of the Closing, certifying that the
representations and warranties of Seller contained in Article 5 are true, complete and correct in
all material respects as of the Closing (with appropriate modifications of those representations
and warranties made in Article 5 hereof to reflect any changes therein including without limitation
any changes resulting from actions under Article 7 hereof) or identifying any representation or
warranty which is not, or no longer is, true and correct and explaining the state of facts giving
rise to the change. In no event shall Seller be liable to Purchaser for, or be deemed to be in
default hereunder by reason of, any breach of representation or warranty which
results from any change that (i) occurs between the Effective Date and the date of Closing and
(ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control
of Seller to prevent; provided, however, that the occurrence of a change which is not permitted
hereunder or is beyond the reasonable control of Seller to prevent shall, if materially adverse to
Purchaser, constitute the non-fulfillment of the condition set forth in Section 8.1(b); if, despite
changes or other matters described in such certificate, the Closing occurs, Seller’s
representations and warranties set forth in this Agreement shall be deemed to have been modified by
all statements made in such certificate;



     (s) deliver either (i) certificates from each of the Illinois Department of Revenue and the
City of Chicago Department of Revenue stating that no assessed but unpaid tax, penalties or
interest are due under the requirements of the Illinois Income Tax Act, 35 ILCS 5/902(d) and the
Retailers’ Occupation Tax Act, 35 ILCS 120/5j or under the provisions of Section 3-4-140 of the
Uniform Revenue Procedures Ordinance of the Municipal Code of Chicago, or (ii) in the absence of
either or both such letters, an indemnity in form and substance reasonably acceptable to Purchaser
from Seller indemnifying Purchaser against any amounts due under either such Act or Ordinance;



     (t) deliver to Purchaser evidence reasonably acceptable to Purchaser as to the amounts
remaining to be paid under the Construction Contracts as of the Closing Date, which Seller shall
use reasonable best efforts to deliver in the form attached hereto as Exhibit Q; and



     (u) deliver such additional documents as are reasonably required to consummate the transaction
contemplated by this Agreement, provided such additional documents do not impose upon Seller any
additional obligations or expenses not otherwise provided for hereunder.



     9.3 Purchaser’s Obligations at Closing. At Closing, Purchaser will:



     (a) pay to Seller the balance of the Purchase Price, after application of the Earnest Money
and any interest earned thereon, in the manner and subject to the adjustments and credits described
in Article 2 and Section 9.4;



     (b) join Seller in execution of the instruments described in subsections 9.2(c), (d), (e),
(g), (l), (n) and the Withholding Escrow Agreement described in (o);



     (c) Intentionally deleted;



20









 





     (d) deliver to Seller the Certificate of Release in the form of Exhibit E;




     (e) deliver to Seller such evidence as Seller’s counsel and/or the Title Insurer may
reasonably require as to the authority of the person or persons executing documents on behalf of
Purchaser;



     (f) deliver to Seller a certificate of Purchaser, dated as of the Closing, certifying that the
representations and warranties of Purchaser contained in Article 6 are true, complete and correct
in all material respects as of the Closing; and




     (g) deliver such additional documents as are reasonably required to consummate the transaction
contemplated by this Agreement, provided such additional documents do not impose upon Purchaser any
additional obligations or expenses not otherwise provided for hereunder.



     9.4 Credits and Prorations.



     (a) The following will be apportioned with respect to the Property as of 12:01 a.m. (local
time at the Property), on the day of Closing, as if Purchaser were vested with title to the
Property during the entire day upon which Closing occurs:



          (i) rents, if any, as and when collected (the term “rents” as used in this Agreement includes
all payments due and payable by Tenants under the Leases);




          (ii) taxes (including personal property taxes on the Personal Property) and assessments levied
against the Property as provided in Section 9.4(b)(ii);




          (iii) amounts due under the Service Contracts;




          (iv) the cost of fuel stored on the Property, and gas, water, electricity and other utility
charges for which Seller is liable, if any, such charges to be apportioned at Closing on the basis
of the last invoices preceding closing and adjusted post-closing to true-up the proration and
adjustments based on the amounts shown on the invoices subsequently received; and




          (v) any other operating expenses, pre-paid expenses, or other items pertaining to the Property
which are customarily prorated between a purchaser and a seller in the area in which the Property
is located.




     (b) Notwithstanding anything contained in the foregoing provisions:



          (i) At Closing, (A) Seller will, at Seller’s option, either deliver to Purchaser any security
deposits actually held by Seller pursuant to the Leases or credit to the account of Purchaser the
amount of such security deposits (to the extent such security deposits are not applied against
delinquent rents or otherwise as provided in the Leases), and (B) Purchaser will credit to the
account of Seller all refundable cash or other deposits posted with utility companies serving the
Property, or, at Seller’s option, Seller will be entitled to receive and retain such refundable
cash and deposits;





21









 








          (ii) Notwithstanding anything to the contrary herein, Purchaser acknowledges that only real
estate taxes and assessments (“Illinois Real Estate Taxes”) for calendar year 2005, which
are payable in 2006, are being prorated hereunder, and no proration is being made for 2006 Illinois
Real Estate Taxes payable in 2007. Seller shall be responsible for 2005 Illinois Real Estate Taxes
corresponding to the number of days between January 1, 2006 and the Closing Date. Seller has paid
the first estimated installment of 2005 Illinois Real Estate Taxes due March 1, 2006, and will
receive a credit therefor at Closing for the period from the Closing Date through June 30, 2006.
Purchaser shall be responsible for the payment of the second installment of 2005 Illinois Real
Estate Taxes payable in 2006 and the 2006 Illinois Real Estate Taxes payable in 2007. If the final
tax bill for the 2005 Illinois Real Estate Taxes payable in 2006 has not been issued as of Closing,
the proration of Illinois Real Estate Taxes hereunder shall be
reasonably estimated based on the 2004 Illinois Real Estate Taxes paid in 2005. To the extent
that the actual 2005 Illinois Real Estate Taxes differ from the 2004 amount on which the proration
was based, Seller and Purchaser agree to reprorate such 2005 Illinois Real Estate Taxes within
thirty (30) days of receipt of the actual tax bill applicable to such period. Any additional taxes
(i.e., other than general real estate taxes) relating to the year of Closing or prior years arising
out of a change in the use of the Land or the Improvements by Purchaser or a change in ownership
will be assumed by Purchaser effective as of Closing and paid by Purchaser when due and payable,
and Purchaser will indemnify, defend, and hold Seller harmless for, from, and against any and all
such taxes, which indemnification obligation will survive the Closing, provided that the foregoing
shall have no effect on the proration of Illinois Real Estate Taxes as described above. When the
amount of such taxes is finally ascertained, any further adjustment will be promptly made between
the parties in cash. Notwithstanding the foregoing, Seller will not be liable for any taxes to the
extent that reimbursement of such taxes is payable by a Tenant under a Lease;




          (iii) Charges referred to in this Section 9.4 which are payable by any Tenant to a Third-Party
will not be apportioned hereunder, and Purchaser will accept title subject to any of such charges
unpaid and Purchaser will look solely to the Tenant responsible therefor for the payment of the
same. If Seller shall have paid any of such charges on behalf of any Tenant, and shall not have
been reimbursed therefor by the time of Closing, upon payment by such Tenant to Purchaser,
Purchaser will pay to Seller an amount equal to all such charges so paid by Seller. Seller will
provide a list to Purchaser of all such charges paid by Seller within ten (10) days after the
Effective Date;




          (iv) Seller will receive the entire advantage of any discounts for the prepayment by it of any
taxes, water rates or sewer rents;




          (v) As to gas, electricity and other utility charges referred to in Section 9.4(a)(iv) above,
Seller may on notice to Purchaser elect to pay one or more of all of said items accrued to the date
hereinabove fixed for apportionment directly to the person or entity entitled thereto, and to the
extent Seller so elects, such item will not be apportioned hereunder, and Seller’s obligation to
pay such item directly in such case will survive the Closing, provided that Seller provides
Purchaser with evidence of payment within two (2) business days after the date of such payment;





22









 








          (vi) The Personal Property is included in this sale, without further charge; provided,
however, Purchaser will be solely responsible for all sales and use taxes;




          (vii) Seller shall be responsible for the payment of only those Tenant Inducement Costs and
leasing commissions that are identified on Schedule 9.4(b) attached hereto. To the extent
that any such items identified on Schedule 9.4(b) remain unpaid as of Closing, Purchaser
shall receive a credit against the Purchase Price for the unpaid balance of all such items, and
Purchaser shall then be responsible for the payment of all such items from and after Closing.
Except as otherwise listed on Schedule 9.4(b), Purchaser shall be responsible for the
payment of (A) all Tenant Inducement Costs and leasing commissions which become due and payable
(whether before or after Closing) (1) as a result of any renewals or expansions of existing Leases,
to the extent the renewal term or term with respect to the expansion space
commences after the Effective Date hereof, and (2) under any new Leases entered into by Seller
and approved by Purchaser between the Effective Date and the Closing Date as provided in Section
7.3 hereof and (B) all Tenant Inducement Costs and leasing commissions which become due and payable
from and after the Closing Date with respect to all existing Leases, including, without limitation,
any such commissions arising out of continuing obligations under the leasing agreements
(notwithstanding the termination thereof) set forth on Exhibit S. If, as of the Closing Date,
Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is
responsible pursuant to the foregoing provisions, Purchaser shall reimburse Seller therefor at
Closing. As set forth in Schedule 9.4(b), Purchaser shall receive a fixed and agreed
credit against the Purchase Price of $546,000.00 with respect to contingencies related to the
renewal and expansion of the Lease with Barack Ferrazzano Kirschbaum Perlman & Nagelberg;
provided, however, Seller makes no representation or warranty with respect to such renewal and
expansion and said agreed and fixed credit shall apply, without adjustment, regardless of the
outcome of the negotiations of such renewal and expansion (or any failure to reach an agreement) or
the ultimate terms of any agreement. Except for the $12,248.88 credit against the Purchase Price
for free rent under the Dillon Kane Lease as set forth in Schedule 9.4(b), Purchaser shall
not be entitled to any credits against the Purchase Price in connection with, and Seller shall have
no liability to Purchaser for any period of free, reduced or abated rent under any Lease from and
after the Effective Date;




          (viii) Unpaid and delinquent rent collected by Seller and Purchaser after the date of Closing
will be delivered as follows: (a) if Seller collects any unpaid or delinquent rent for the
Property, Seller will, within fifteen (15) days after the receipt thereof, deliver to Purchaser any
such rent which Purchaser is entitled to hereunder relating to the date of Closing and any period
thereafter, and (b) if Purchaser collects any unpaid or delinquent rent from the Property,
Purchaser will, within fifteen (15) days after the receipt thereof, deliver to Seller any such rent
which Seller is entitled to hereunder relating to the period prior to the date of Closing. Seller
and Purchaser agree that all rent received by Seller or Purchaser will be applied first to rents
that became due and payable after Closing, and second, to those which were due and payable prior to
Closing, in reverse order of maturity. Purchaser will make a good faith effort after Closing to
collect all rents in the usual course of Purchaser’s operation of the Property, but Purchaser will
not be obligated to institute any lawsuit or other collection procedures to collect delinquent
rents. In the event that there shall be any rents or other charges under any Leases which,
although relating to a period prior to Closing, do not become due and payable until after Closing
or are paid prior to Closing but are subject to adjustment after Closing (such as year end common
area




23









 







expense reimbursements and the like), then any rents or charges of such type received by
Purchaser or its agents or Seller or its agents subsequent to Closing will, to the extent
applicable to a period extending through the Closing, be prorated between Seller and Purchaser as
of Closing and Seller’s portion thereof will be remitted promptly to Seller by Purchaser without
reduction for any costs of collection or processing; and




          (ix) Purchaser shall be entitled to a $100,000.00 agreed upon and fixed credit against the
Purchase Price for the repair of the steel beams as described on Schedule 9.4(b), for which
no construction contract has been entered into by Seller and a contractor. From and after Closing,
Purchaser shall be solely responsible for the cost of such capital projects regardless of whether
the cost of such projects exceeds the amount of the credit set forth on Schedule 9.4(b).




     (c) If the annual reconciliation of Tenant pass-throughs for the 2006 calendar year results in
there being amounts due and payable by the Tenants, Purchaser will collect such amounts and pay
over to Seller the portion of such amounts attributable to Seller’s period of ownership of the
Property in 2006 no later than April 30, 2007. If such reconciliation results in there being
refunds due and payable to Tenants on account of the pass through of specifically designated
expenses incurred during Seller’s period of ownership, Seller will pay to Purchaser the portion of
any such documented pass-through of expenses attributable to Seller’s period of ownership of the
Property in 2006 promptly upon receipt of a written request therefor from Purchaser, which request
shall be delivered to Seller no later than April 30, 2007, and whereupon Purchaser will promptly
disburse the appropriate refunds to the Tenants.



     (d) With respect to operating expense recoveries billed for calendar year 2005 and before,
Seller and Purchaser agree that Seller shall be solely responsible for reimbursing Tenants for
amounts attributable to operating expense recoveries billed for such calendar years, as may be
necessary based on annual reconciliations for operating expense recoveries for such calendar years,
and Seller agrees to promptly make such payments to Tenants in accordance with the Leases.



     (e) Either party shall be entitled to a post-Closing adjustment for any incorrect proration or
adjustment provided written notice thereof is given to the other party within one hundred eighty
(180) days of Closing, except with respect to taxes and Tenant pass-through expenses, for which
written notice must be given no later than June 30, 2007.



     (f) The provisions of this Section 9.4 will survive the Closing.



     9.5 Closing Costs. Seller will be responsible for (a) state and county transfer taxes and (b)
the cost of the Owner’s Policy which Seller has expressly agreed to cause the Title Insurer to
issue pursuant to Section 9.2(m). Purchaser will be responsible for the costs of (v) City of
Chicago transfer taxes, (w) any upgrades to the Owner’s Policy or additional endorsements not set
forth in the Title Commitment and any reinsurance or coinsurance, (x) any further update of the
Existing Survey or Updated Survey, or any new survey, (y) the costs relating to any financing,
including without limitation any mortgage taxes and any additional costs for a Loan Policy of Title
Insurance (provided that availability of financing will not be a condition precedent to Closing),
and (z) any recording costs. Seller and Purchaser will each pay the fees of their respective
attorneys’ incurred in connection with this transaction.



24









 





ARTICLE 10

Default




     10.1 Default by Purchaser. If Purchaser defaults and fails to consummate this Agreement for
any reason other than Seller’s default or the permitted termination of this Agreement by either
Seller or Purchaser as herein expressly provided, Seller will be entitled, as its sole and
exclusive remedy, to terminate this Agreement and receive the Earnest Money as liquidated damages
for the breach of this Agreement, it being agreed between the parties hereto that the actual
damages to Seller in the event of such breach are impractical to ascertain and the amount of the
Earnest Money is a reasonable estimate thereof. Nothing contained in this Agreement, however, will
limit, restrict or impair the liability of Purchaser under any indemnity
provided by Purchaser under this Agreement or under any of the documents and instruments
executed and delivered to Seller pursuant to the terms and conditions hereof.



     10.2 Default by Seller. In the event Seller fails to consummate this Agreement for any reason
other than Purchaser’s default or the permitted termination of this Agreement by Seller or
Purchaser as herein expressly provided, Purchaser’s sole remedy will be either (a) to receive the
return of the Earnest Money, together with its documented direct costs and expenses incurred in
connection with its inspection of the Property and negotiations of the transaction contemplated by
this Agreement, not to exceed $50,000, which return will operate to terminate this Agreement and
release Seller from any and all liability hereunder, or (b) to bring a suit for specific
performance, provided that any suit for specific performance must be brought within 90 days of
Seller’s default, to the extent permitted by law, Purchaser waiving the right to bring suit at any
later date. Purchaser agrees not to file a lis pendens or other similar notice against the
Property except in connection with, and after the proper filing of a suit for specific performance.



     10.3 Notice and Cure. Neither Seller nor Purchaser will be deemed to be in default hereunder
until and unless such party has been given written notice of its failure to comply with the terms
hereof and thereafter does not cure such failure within thirty (30) business days after receipt of
such notice; provided, however, that this Section 10.3 will not be applicable to a Purchaser’s
failure to deposit the Earnest Money on the date required hereunder or to a party’s failure to make
any deliveries or payments required of such party on the Closing Date. The Closing Date will be
automatically extended, if necessary, to provide such thirty (30)-day cure period.



ARTICLE 11

Risk of Loss




     11.1 Minor Damage. In the event of loss or damage to the Property or any portion thereof
which is not “major” (as hereinafter defined), this Agreement will remain in full force and effect
provided Seller performs any necessary repairs or, at Seller’s option, assigns to Purchaser all of
Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any
casualty insurance policies or condemnation awards relating to the premises in question. Seller
agrees to maintain the insurance currently in place with respect to the Property during the term of
this Agreement. In the event that Seller elects to perform repairs upon the Property, Seller will
use reasonable efforts to complete such repairs promptly and the date of Closing will be extended a
reasonable time (but not more than thirty (30) days) in order to allow



25









 




for the completion of such
repairs. If Seller elects to assign a casualty claim to Purchaser, the Purchase Price will be
reduced by an amount equal to the deductible amount under Seller’s insurance policy. Upon Closing,
full risk of loss with respect to the Property will pass to Purchaser.




     11.2 Major Damage. In the event of a “major” loss or damage, either Seller or Purchaser may
terminate this Agreement by written notice to the other party, in which event the Earnest Money
will be returned to Purchaser. If neither Seller nor Purchaser elects to terminate this Agreement
within ten (10) days after Seller sends Purchaser written notice of the occurrence of major loss or
damage, then Seller and Purchaser will be deemed to have elected to proceed with Closing, in which
event Seller will, at Seller’s option, either (a) perform any necessary
repairs, or (b) assign to Purchaser all of Seller’s right, title and interest to any claims
and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards
relating to the portion of the Property in question. In the event that Seller elects to perform
repairs upon the Property, Seller will use reasonable efforts to complete such repairs promptly and
the date of Closing will be extended for a reasonable period of time not to exceed one hundred
twenty (120) days in order to allow for the completion of such repairs. If Seller elects to assign
a casualty claim to Purchaser, the Purchase Price will be reduced by an amount equal to the
deductible amount under Seller’s insurance policy. Upon Closing, full risk of loss with respect to
the Property will pass to Purchaser.



     11.3 Definition of “Major” Loss or Damage. For purposes of Sections 11.1 and 11.2, “major”
loss or damage refers to the following: (i) loss or damage to the Property or any portion thereof
such that the cost of repairing or restoring the portion of the Property in question to a condition
substantially identical to that of the premises in question prior to the event of damage would be,
in the opinion of an architect selected by Seller and reasonably approved by Purchaser, equal to or
greater than Five Million Dollars ($5,000,000), (ii) loss or damage constituting a basis for any
Major Tenant to terminate its Lease (unless such right to terminate is waived or not timely
exercised) and (iii) any loss due to a condemnation which permanently and materially impairs the
current use of the Property. If Purchaser does not give notice to Seller of Purchaser’s reasons
for disapproving an architect within ten (10) business days after receipt of notice of the proposed
architect, Purchaser will be deemed to have approved the architect selected by Seller.



26









 






ARTICLE 12

Brokerage Commissions




     Seller agrees to pay to Eastdil Secured (the “Broker”) a brokerage commission upon the
Closing pursuant to a separate written agreement between Seller and Broker. Other than as stated
in the first sentence of this Article 12, Purchaser and Seller represent to the other that no real
estate brokers, agents or finder’s fees or commissions are due or will be due or arise in
conjunction with the execution of this Agreement or consummation of this transaction by reason of
the acts of such party. Each party agrees that should any claim be made for brokerage commissions
or finder’s fees by any broker or finder other than the Broker by, through or on account of any
acts of said party or its representatives, said party will be responsible for and reimburse the
other party for any and all loss, liability, cost, damage and expense in connection therewith
(including reasonable attorneys’ fees). The provisions of this Article 12 will survive Closing.



ARTICLE 13




Escrow




     13.1 Escrow Agent. The Title Insurer has agreed to act as escrow agent for the convenience of
the parties without fee or other charges for such services as escrow agent. The Title Insurer will
not be liable: (i) to any of the parties for any act or omission to act except for its own gross
negligence, bad faith or willful misconduct; (ii) for any legal effect, insufficiency, or
undesirability of any instrument deposited with or delivered by the Title Insurer or exchanged by
the parties hereunder, whether or not the Title Insurer prepared such instrument (except for the
title commitment and title policy); (iii) for any loss or impairment of funds that have been
deposited in escrow while those funds are in the course of collection, or while those funds
are on deposit in a financial institution, if such loss or impairment results from the failure,
insolvency or suspension of a financial institution, unless the Title Insurer fails to move such
funds to another financial institution in accordance with joint written instructions from Seller
and Purchaser to the Title Insurer; (iv) for the expiration of any time limit or other consequence
of delay, unless a properly executed written instruction, accepted by the Title Insurer, has
instructed the Title Insurer to comply with such time limit; or (v) for the default, error, action
or omission of either Seller or Purchaser to the escrow. The Title Insurer will be entitled to
rely, in good faith, on any document or paper received by it, believed by the Title Insurer, in
good faith, to be bona fide and genuine.



     13.2 Interpleader Action. In the event of any dispute as to the disposition of the Earnest
Money or any other monies held in escrow, the Title Insurer will give written notice to all parties
advising same that, in the absence of written instructions signed by both Purchaser and Seller
received within the next ten (10) days, the Title Insurer may interplead the Earnest Money by
filing an interpleader action in the applicable court of the county in which the Property is
located (to the jurisdiction of which both parties hereby consent) or may continue to hold the
Earnest Money and take no action until the Title Insurer receives such joint written instructions
or an order of a court as to the disposition of same. If the Title Insurer receives the aforesaid
written instructions, it will continue to hold the Earnest Money pursuant to such written
instructions. If the Title Insurer does not receive the aforesaid written instructions, it may pay
into the registry of the court the Earnest Money and any other monies held in escrow or may



27









 




continue to hold the Earnest Money and take no action until the Title Insurer receives such joint
written instructions or an order of a court as to the disposition of same, whereupon the Title
Insurer will be relieved and released from any further liability as escrow agent hereunder. The
Title Insurer will not be liable for the Title Insurer’s compliance with any legal process,
subpoena, writs, orders, judgments and decree of any court, whether issued with or without
jurisdiction, and whether or not subsequently vacated, modified, set aside or reversed.




ARTICLE 14

Miscellaneous




     14.1 Confidentiality. Purchaser and its representatives will hold in strictest confidence all
data and information obtained with respect to Seller, its business or the Property that is not
otherwise available to the public, whether obtained before or after the execution and delivery of
this Agreement, and will not disclose the same to others; provided, however, that it is understood
and agreed that Purchaser may disclose such data and information to Purchaser’s lender and to the
employees, consultants, accountants, investors, partners, and attorneys of Purchaser or as required
by applicable laws. In the event this Agreement is terminated or Purchaser fails to perform
hereunder, Purchaser will promptly return to Seller any statements, documents, schedules, exhibits
or other written information obtained from Seller in connection with this Agreement or the
transaction contemplated herein. It is understood and agreed that, with respect to any provision
of this Agreement which refers to the termination of this Agreement and the return of the Earnest
Money to Purchaser, such Earnest Money will not be returned to Purchaser unless and until Purchaser
has fulfilled its obligation to return to Seller the materials described in the preceding sentence.
In the event of a breach or threatened breach by Purchaser or its agents or representatives of
this Section 14.1, Seller will be entitled to an injunction restraining
Purchaser or its agents or representatives from disclosing, in whole or in part, such
confidential information. Nothing herein will be construed as prohibiting Seller from pursuing any
other available remedy at law or in equity for such breach or threatened breach. The provisions of
this Section 14.1 are subject to, and the parties will comply with, all applicable law and any
order of a competent court. Notwithstanding anything to the contrary herein, Purchaser (or its
affiliates or any entity advised by Purchaser’s affiliates) shall be permitted to disclose the
transaction contemplated by this Agreement and/or the terms of this Agreement and any such
information relating to the Property in any document as may be necessary to comply with any
applicable federal or state securities laws, rules, or regulations or to comply with the
requirements of the Securities and Exchange Commission, the New York Stock Exchange or any similar
agency or body. In the event that any disclosure is required of Purchaser in accordance with the
preceding sentence, Purchaser shall give to Seller a copy of any such filings or other disclosures
to be made not less than two (2) business days prior to making the filing or other disclosure and
shall permit Seller to make any similar, concurrent public disclosure as Seller deems desirable or
appropriate. This Section 14.1 will survive Closing.



     14.2 Public Disclosure. From and after Closing, each of Seller and Purchaser may release to
the public such information as each such party desires with respect to the sale contemplated herein
or any matters set forth in this Agreement, including, without limitation, the Purchase Price.



28









 





     14.3 Discharge of Obligations. The acceptance of the Deed by Purchaser will be deemed to be a
full performance and discharge of every representation and warranty made by Seller herein and every
agreement and obligation on the part of Seller to be performed pursuant to the provisions of this
Agreement, except those which are herein specifically stated to survive Closing.



     14.4 Assignment. Purchaser may assign its rights under this Agreement only as set forth in
Section 14.21 or upon the following conditions: (i) the assignee of Purchaser must be an affiliate
of Purchaser or an entity controlling, controlled by, or under common control with Purchaser, (ii)
all of the Earnest Money must have been delivered in accordance herewith, (iii) the assignee of
Purchaser must assume all obligations of Purchaser hereunder, but Purchaser will remain primarily
liable for the performance of Purchaser’s obligations, and (iv) a copy of the fully executed
written assignment and assumption agreement will be delivered to Seller at least five (5) days
prior to Closing. Except for transfers of interests in Hines-Sumisei U.S. Core Office Properties,
LP, any transfer, directly or indirectly, of any stock, partnership interest or other ownership
interest in any assignee of Purchaser to any person or entity that would not be qualified to be a
permitted assignee of Purchaser’s interest hereunder requires Seller’s written approval, which
approval may be given or withheld in Seller’s sole discretion. Any assignment must be made on the
form attached as Exhibit O. Any assignment or attempted assignment by Purchaser of this Agreement
or any rights hereunder which does not satisfy the conditions of the first sentence of this Section
14.4 will be void ab initio, of no force or effect and Purchaser will remain fully liable for the
performance of its obligations under this Agreement.



     14.5 Notices. Any notice pursuant to this Agreement must be given in writing by (a) personal
delivery, or (b) reputable overnight delivery service with proof of delivery, or (c) United States
Mail, postage prepaid, registered or certified mail, return receipt requested, or (d) legible
facsimile transmission sent to the intended addressee at the address set forth below, or to
such other address or to the attention of such other person as the addressee will have designated
by written notice sent in accordance herewith, and will be deemed to have been given either at the
time of personal delivery, or, in the case of expedited delivery service or mail, as of the date of
first attempted delivery at the address and in the manner provided herein, or, in the case of
facsimile transmission, as of the date of the facsimile transmission (or next business day if
transmitted on a day other than a business day) provided that an original of such facsimile is also
sent to the intended addressee by means described in clauses (a), (b) or (c) above. Unless changed
in accordance with the preceding sentence, the addresses for notices given pursuant to this
Agreement will be as follows:



	 	 	 	 
	 	If to Seller:

	 	c/o WestWind Capital Partners, LP
	 	 

	 	3290 Northside Parkway, Suite 675
	 	 

	 	Atlanta, Georgia 30327
	 	 

	 	Attn: Stephen D. McCarthy
	 	 

	 	          L. Clay Adams
	 	 

	 	Jennifer S. Ross
	 	 

	 	Fax: (678) 538-9959
	 	 
	 	 
	 	And to:

	 	Olivier Catusse
	 	 

	 	Director






29









 






	 	 	 	 
	 	 

	 	KanAm Grund Kapitalanlagegesellschaft mbH
	 	 

	 	MesseTurm
	 	 

	 	60308 Frankfurt Am Main
	 	 

	 	Fax: 011 49 69 7104 11 600
	 	 
	 	 
	 	with a copy to:

	 	King & Spalding, LLP
	 	 

	 	1180 Peachtree Street
	 	 

	 	Atlanta, Georgia 30309
	 	 

	 	Attn: W. Clay Gibson
	 	 

	 	Fax: (404) 572-5131
	 	 
	 	 
	 	If to Purchaser:

	 	Hines-Sumisei U.S. Core Properties, LP
	 	 

	 	2800 Post Oak Boulevard, Suite 4800
	 	 

	 	Houston, Texas 77056
	 	 

	 	Attn: Edmund A. Donaldson
	 	 

	 	Fax: (713) 966-2075
	 	 
	 	 
	 	with a copy to:

	 	Hines Interests Limited Partnership
	 	 

	 	Midwest Regional Office
	 	 

	 	One South Dearborn, Suite 2000
	 	 

	 	1 South Dearborn Street
	 	 

	 	Chicago, Illinois 60603
	 	 

	 	Attn: Thomas Danilek
	 	 

	 	Fax: (312) 419-1932
	 	 
	 	 
	 	And to:

	 	Baker Botts L.L.P.
	 	 

	 	2001 Ross Avenue
	 	 

	 	Dallas, Texas 75201
	 	 

	 	Attn: Jonathan W. Dunlay
	 	 

	 	Fax: (214) 661-4711






     14.6 Modifications. This Agreement cannot be changed orally, and no executory agreement will
be effective to waive, change, modify or discharge it in whole or in part unless such executory
agreement is in writing and is signed by the parties against whom enforcement of any waiver,
change, modification or discharge is sought.



     14.7 Calculation of Time Periods. Unless otherwise specified, in computing any period of time
described in this Agreement, the day of the act or event after which the designated period of time
begins to run is not to be included and the last day of the period so computed is to be included,
unless such last day is a Saturday, Sunday or legal holiday under the laws of the State in which
the Property is located, in which event the period will run until the end of the next day which is
neither a Saturday, Sunday or legal holiday. The final day of any such period will be deemed to
end at 5 p.m., Eastern time.



30









 





     14.8 Successors and Assigns. The terms and provisions of this Agreement are to apply to and
bind the permitted successors and assigns of the parties hereto.



     14.9 Entire Agreement. This Agreement, including the Exhibits, contains the entire agreement
between the parties pertaining to the subject matter hereof and fully supersedes all prior written
or oral agreements and understandings between the parties pertaining to such subject matter.



     14.10 Further Assurances. Each party agrees that it will without further consideration
execute and deliver such other documents and take such other action, whether prior or subsequent to
Closing, as may be reasonably requested by the other party to consummate more effectively the
purposes or subject matter of this Agreement. Without limiting the generality of the foregoing,
Purchaser will, if requested by Seller, execute acknowledgments of receipt with respect to any
materials delivered by Seller to Purchaser with respect to the Property. The provisions of this
Section 14.10 will survive Closing.



     14.11 Counterparts; Facsimile Signatures. This Agreement may be executed in identical
counterparts, and all such executed counterparts will constitute the same agreement. It will be
necessary to account for only one such counterpart in proving this Agreement. Signatures to this
Agreement transmitted by telecopy, facsimile or electronic mail will be valid and effective to bind
the party so signing. Each party agrees to promptly deliver any execution original to this
Agreement with its actual signature to the other party, but a failure to do so will not affect the
enforceability of this Agreement, it being expressly agreed that each party to this Agreement will
be bound by its own signature sent by telecopy, facsimile or electronic mail and will accept the
signature of the other party so transmitted.



     14.12 Severability. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Agreement will nonetheless
remain in full force and effect.



     14.13 Applicable Law; Jurisdiction. Seller and Purchaser hereby irrevocably (i) agree that
this Agreement will in all respects be governed by and construed in accordance with the laws of the
State of Illinois and (ii) submit to the jurisdiction of any state or federal court sitting in Cook
County, Illinois, in any action or proceeding arising out of or relating to this Agreement and
hereby irrevocably agree that all claims in respect of such action or proceeding will be heard and
determined in a state or federal court sitting in Cook County. Purchaser and Seller agree that the
provisions of this Section 14.13 will survive the Closing.



     14.14 No Third-Party Beneficiary. The provisions of this Agreement and of the documents to be
executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and
are not for the benefit of any Third-Party, and accordingly, no Third-Party will have the right to
enforce the provisions of this Agreement or of the documents to be executed and delivered at
Closing.



     14.15 Captions. The section headings appearing in this Agreement are for convenience of
reference only and are not intended, to any extent and for any purpose, to limit or define the text
of any section or any subsection hereof.



31









 





     14.16 Construction. The parties acknowledge that the parties and their counsel have reviewed
and revised this Agreement and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the
interpretation of this Agreement or any exhibits or amendments hereto.



     14.17 Termination of Agreement. It is understood and agreed that if either Purchaser or
Seller terminates this Agreement pursuant to a right of termination granted hereunder, such
termination will operate to relieve Seller and Purchaser from all obligations under this Agreement,
except for such obligations as are specifically stated herein to survive the termination of this
Agreement.



     14.18 Exculpation of Seller and Related Parties. Notwithstanding anything to the contrary
contained in this Agreement or in any exhibits attached hereto or in any documents executed in
connection herewith, it is expressly understood and agreed by and between the parties hereto that:
(a) the recourse of Purchaser or its successors or assigns against Seller in connection with this
Agreement, including, without limitation, with respect to any alleged act or omission of Seller or
any representative of Seller, any misrepresentation (whether allegedly intentional or
unintentional) by or on behalf of Seller, or any breach by or on the part of Seller of any
representation, warranty, covenant, undertaking, indemnity or agreement contained in this Agreement
or in any of the Seller’s Closing Documents, and any attorneys’ fees provided for under Section
14.20 (collectively, “Seller’s Undertakings”) will not exceed the lesser of (i) the
Liability Cap or (ii) the value of Seller’s interest in the Property as of the Closing Date, and in
any event will not survive Closing beyond September 29, 2006 unless written notice containing a
description of the specific nature of such breach will have been given by Purchaser to Seller on or
before September 29, 2006 and an action will have been commenced by Purchaser against
Seller for said breach on or before October 29, 2006, and (b) no personal liability or
personal responsibility of any sort with respect to any of Seller’s Undertakings or any alleged
breach thereof is assumed by, or will at any time be asserted or enforceable against, Seller or its
affiliates, or against any of the respective shareholders, directors, officers, employees, agents,
advisors, constituent partners, members, beneficiaries, trustees or representatives of Seller or
its affiliates. Notwithstanding anything to the contrary herein, (I) the provisions of Section 9.4
that expressly survive for a period beyond September 29, 2006 shall survive until the date
specified, (II) the obligations and indemnities set forth in Section 7.4, the Withholding Escrow
Agreement and Section 9.2(s) shall not be subject to the survival limitation or Liability Cap set
forth in this Section 14.18 and (III) any Seller Estoppel given shall not be subject to the
Liability Cap and shall survive for a period of one (1) year, as more particularly set forth in the
form attached hereto as Exhibit R.



     14.19 Time of the Essence. Time is of the essence in this Agreement.



     14.20 Attorneys’ Fees. In the event either party files a lawsuit in connection with this
Agreement or any provisions contained herein, then the party that prevails in such action shall be
entitled to recover from the non-prevailing party, in addition to all other remedies or damages, as
limited herein, reasonable attorneys’ fees and costs of court incurred in such lawsuit. This
covenant shall survive the Closing or termination of this Agreement.



32









 





     14.21 Like-Kind Exchange. Notwithstanding Section 14.4, Purchaser may consummate the
purchase of the Property as part of a like kind exchange (the “Exchange”) pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”), and, in
connection therewith and for that sole purpose, may assign its rights under this Agreement, but not
its obligations, to a third party (the “Agent”) that will act as qualified intermediary
pursuant to an assignment that satisfies the requirements of Treasury Regulations Section 1.1031(k)
- 1(g)(4)(v). Seller will reasonably cooperate with Purchaser in that regard, provided that
Purchaser will pay any additional costs that would not otherwise have been incurred by Purchaser or
Seller had Purchaser not consummated its purchase through the Exchange, and in no event will the
Closing or any other requirement under this Agreement be delayed or otherwise affected by the
Exchange. Specifically, but without limiting the generality of the foregoing, the Exchange will
not be a condition precedent to Purchaser’s obligation to perform under this Agreement. In
connection with the Exchange, Seller will not (a) have its rights under this Agreement affected or
diminished in any manner, (b) be responsible for compliance with or be deemed to have warranted to
Purchaser that the Exchange in fact complies with Section 1031 of the Code, (c) appear in the chain
of title of any other property, or (d) incur any additional costs or liabilities other than as
expressly set forth in this Agreement. Purchaser will indemnify and hold Seller harmless from and
against any and all costs, liabilities or obligations (including attorney’s fees) arising from the
Exchange, which indemnification agreement will survive the Closing.



     14.22 Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller shall provide
to Purchaser, or shall cause its property manager to provide to Purchaser (at Purchaser’s expense)
copies of, or shall provide Purchaser access to, such factual information relating to the period of
Seller’s ownership as may be reasonably requested by Purchaser and in the possession or control of
Seller, its property manager or accountants, to enable Purchaser’s auditor (Deloitte & Touche LLP
or any successor auditor selected by Purchaser) to conduct an
audit of the income statements of the Property for the year to date of the year in which the
Closing occurs plus up to the three prior calendar years, excluding any confidential information
described in Section 4.10 hereof; provided, however, Seller shall not be required to provide any
such documentation for any period prior to the date that Seller acquired the Property. Purchaser
shall be responsible for all out-of-pocket costs associated with this audit. Seller shall
reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in the conduct of such audit.
In addition, Seller agrees to provide, or to cause its property manager to provide, to Purchaser’s
auditor a letter of representation in the form attached hereto as Exhibit T (the
“Representation Letter”), and, if requested by such auditor, historical financial
statements for the Property, including income and balance sheet data for the Property, but only to
the extent prepared by or for Seller for the years in which it has owned the Property, whether
required before or after Closing. Without limiting the foregoing, (i) Purchaser or its designated
independent or other auditor may audit Seller’s operating statements of the Property for the period
of Seller’s ownership of the Property, at Purchaser’s expense, and Seller shall provide such
documentation as Purchaser or its auditor may reasonably request in order to complete such audit,
and (ii) Seller shall furnish to Purchaser such financial and other information relating to the
period of Seller’s ownership of the Property as may be reasonably required by Purchaser or any
Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or
other governmental authority; provided, however, that the foregoing obligations of Seller shall be
limited to providing such information or documentation as relates to the period of Seller’s
ownership of the Property and as may be in the possession of, or reasonably obtainable by, Seller,
its property manager or



33









 




accountants, at no cost to Seller, and in the format that Seller (or its
property manager or accountants) have maintained such information. Nothing contained in this
Section 14.22 shall expand any representations or warranties of Seller set forth in this Agreement,
and Sell does not make, and expressly disclaims, any representations and warranties to Purchaser
with respect to the information to be provided to the auditor as described in this Section 14.22,
and no such information shall be relied upon by Purchaser. The terms and conditions upon which the
auditor may rely on such information are set forth in the Representation Letter, and Purchaser
shall not be a party to or addressee of the Representation Letter or have any third party or other
rights thereunder.




[SIGNATURE PAGES FOLLOW]




34









 





     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
written above.



	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 
	 	 	KAN AM GRUND
	 	 	KAPITALANLAGEGESELLSCHAFT MBH,
	 	 	a German limited liability company, for the benefit
of Kan Am US grundinvest Fonds, a German open-end
real estate fund sponsored by Kan Am Grund
Kapitalanlagegesellschaft mbH
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 





[signatures continued on following page]














 







	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 
	 	 	HINES-SUMISEI U.S. CORE OFFICE
	 	 	PROPERTIES, LP, a Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Hines-Sumisei U.S. Core Office Trust, a Maryland
real estate investment trust, its general
partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





SIGNATURE PAGE — 333 W. WACKER PURCHASE AND SALE AGREEMENT




 









 






Title Insurer Joinder



By its execution below, Title Insurer acknowledges its receipt of a copy of this Agreement and of
the First Deposit in the amount of $16,000,000, and agrees to hold and disburse the Earnest Money
in accordance with the terms and conditions of this Agreement.




	 	 	 	 	 
	 	 	CHICAGO TITLE INSURANCE COMPANY
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 





SIGNATURE PAGE — 333 W. WACKER PURCHASE AND SALE AGREEMENT





 









 








SCHEDULE OF SCHEDULES AND EXHIBITS:




	 	 	 
	SCHEDULE 5.3(b)

	 	MATERIAL DEFAULTS UNDER LEASES
	SCHEDULE 5.3(c)

	 	CURRENTLY OUTSTANDING LEASING COMMISSIONS
	SCHEDULE 5.3(d)

	 	CURRENTLY OUTSTANDING TENANT IMPROVEMENT ALLOWANCES AND LEASING COSTS
	SCHEDULE 9.4(b)

	 	PURCHASE PRICE CREDITS
	EXHIBIT A

	 	LEGAL DESCRIPTION OF THE LAND
	EXHIBIT B-1

	 	LEASE SCHEDULE
	EXHIBIT B-2

	 	SECURITY DEPOSIT SCHEDULE
	EXHIBIT C

	 	CONTRACTS SCHEDULE
	EXHIBIT D

	 	SCHEDULE OF INSURANCE COVERAGE REQUIREMENTS
	EXHIBIT E

	 	CERTIFICATE OF RELEASE
	EXHIBIT F

	 	[OMITTED]
	EXHIBIT G

	 	FORM OF DEED
	EXHIBIT H

	 	FORM OF BILL OF SALE
	EXHIBIT I

	 	FORM OF ASSIGNMENT AD ASSUMPTION OF LEASES
	EXHIBIT J

	 	FORM OF ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS
	EXHIBIT K

	 	GENERAL ASSIGNMENT OF INTANGIBLES
	EXHIBIT L

	 	FORM OF TENANT NOTICE
	EXHIBIT M

	 	FORM OF WITHHOLDING ESCROW AGREEMENT
	EXHIBIT N

	 	INFORMATION DOCUMENTS
	EXHIBIT O

	 	FORM OF ASSIGNMENT
	EXHIBIT P

	 	ENVIRONMENTAL REPORTS
	EXHIBIT Q

	 	FORM OF CONTRACTOR ACKNOWLEDGEMENT
	EXHIBIT R

	 	FORM OF SELLER ESTOPPEL
	EXHIBIT S

	 	COMMISSION AGREEMENT SCHEDULE
	EXHIBIT T

	 	FORM OF REPRESENTATION LETTER






 









 






SCHEDULE 5.3(b)




MATERIAL DEFAULTS UNDER LEASES



MacKelvie and Associates, P.C. (Suite 1050) has vacated its space and is no longer paying rent.
Manager has submitted a lease termination letter.




Sch. 5.3





 









 








SCHEDULE 5.3(c)




CURRENTLY OUTSTANDING LEASING COMMISSIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining	 
	 	 	Total	 	 	 	 	 	 	Commissions	 
	Tenant	 	Commissions	 	 	Paid to Date	 	 	Outstanding	 
	Sanchez & Daniels
	 	 	182,218.25	 	 	 	—	 	 	 	182,218.25	 
	Gresham Partners
	 	 	79,823.14	 	 	 	39,911.57	 	 	 	39,911.57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	262,041.39	 	 	 	39,911.57	 	 	 	222,129.82	 
	 
	 	 	 	 	 	 	 	 	 





Sch. 5.3





 









 








SCHEDULE 5.3(d)




CURRENTLY OUTSTANDING TENANT IMPROVEMENT ALLOWANCES

AND LEASING COSTS




LIST OF TENANT INDUCEMENT COSTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Lease	 	 	 	 	 	 	Remaining	 
	 	 	Required	 	 	 	 	 	 	Inducement	 
	Tenant	 	Inducement	 	 	Paid to Date	 	 	Outstanding	 
	Chico & Nunes (1-1-06)
	 	 	94,800.00	 	 	 	84,574.89	 	 	 	10,225.11	 
	Dillon Kane
	 	 	71,122.50	 	 	 	—	 	 	 	71,122.50	 
	Freddie Mac
	 	 	1,203,120.00	 	 	 	480,036.00	 	 	 	723,084.00	 
	FTI Consulting
	 	 	400,480.00	 	 	 	—	 	 	 	400,480.00	 
	Mandell Menkes (8/1/05)
	 	 	142,470.00	 	 	 	20,152.00	 	 	 	122,318.00	 
	Nuveen Expansion
	 	 	891,000.00	 	 	 	—	 	 	 	891,000.00	 
	PMA Consulting
	 	 	82,380.00	 	 	 	82,162.00	 	 	 	218.00	 
	Prarie Realty
	 	 	79,000.00	 	 	 	56,500.00	 	 	 	22,500.00	 
	Sanchez & Daniels
	 	 	242,030.00	 	 	 	119,393.00	 	 	 	122,637.00	 
	Sanchez & Daniels (2006)
	 	 	92,839.60	 	 	 	—	 	 	 	92,839.60	 
	Skadden (Suite 1400)
	 	 	276,970.72	 	 	 	—	 	 	 	276,970.72	 
	Skadden (Suite 2080)
	 	 	492,748.80	 	 	 	446,088.80	 	 	 	46,660.00	 
	Water Street Capital
	 	 	361,305.00	 	 	 	347,321.13	 	 	 	13,983.87	 
	Wextrust
	 	 	498,100.00	 	 	 	335,940.76	 	 	 	162,159.24	 
	Terry Robbins
	 	 	42,260.00	 	 	 	—	 	 	 	42,260.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	4,970,626.62	 	 	 	1,972,168.58	 	 	 	2,998,458.04	 
	 
	 	 	 	 	 	 	 	 	 





Sch. 5.3





 









 








SCHEDULE 9.4(b)




PURCHASE PRICE CREDITS



Purchaser shall receive a credit at Closing for the items listed below, unless Seller has
previously paid any such amounts.




LIST OF GENERAL BUILDING CAPITAL IMPROVEMENTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Contract	 	 	 	 	 	 	Remaining Costs	 
	 	 	Amount	 	 	 	 	 	 	Outstanding (Credit	 
	Project Description	 	Awarded	 	 	Paid to Date	 	 	to Purchaser)	 
	* Exterior Renovation
	 	 	1,660,350.00	*	 	 	618,000.00	 	 	 	1,042.350.00	 
	7th Floor Corridor Construction
	 	 	138,979.00	 	 	 	—	 	 	 	138,979.00	 
	Elevator Scaffolding
	 	 	87,303.00	 	 	 	—	 	 	 	87,303.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	1,886,632.00	 	 	 	618,000.00	 	 	 	1,268,632.00	 
	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	The Contract Amount Awarded above for the Exterior Renovation ($1,660,350) includes the
following: (i) an original contract sum with the contractor of $1,478,598 (which Seller believes
includes a contingency for change orders of $130,000); (ii) approved change orders resulting in a
net increase in the contract sum of $42,883 ($172,883 total change orders less the $130,000 credit
included in the original contract price); plus (iii) $138,869 for architectural fees, project
management, plumbing and other identified soft costs set forth in the budget. Seller shall provide
Purchaser a written statement from the contractor or other evidencing reasonably acceptable to
Purchaser establishing that said $130,000 contingency credit for change orders was included in the
original contract sum of $1,478,598; provided, however, if Seller is wrong and said $130,000
contingency credit was not included in the original contract sum of $1,478,598, then the Contract
Amount Awarded above shall be increased from $1,660,350 to $1,790,350. At the Closing, as provided
in Section 9.4(b)(vii), Purchaser shall receive a credit against the Purchase Price for the unpaid
balance as of Closing of said amounts due with respect to the Exterior Renovation project.





[Exhibit continued on following page]




Sch. 9.4(b)




 









 








LIST OF TENANT INDUCEMENT COSTS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining Inducement	 
	 	 	Lease Required	 	 	 	 	 	 	Outstanding (Credits to	 
	Tenant	 	Inducement	 	 	Paid to Date	 	 	Purchaser)	 
	Chico & Nunes (1-1-06)
	 	 	94,800.00	 	 	 	84,574.89	 	 	 	10,225.11	 
	Dillon Kane
	 	 	71,122.50	 	 	 	—	 	 	 	71,122.50	 
	Freddie Mac
	 	 	1,203,120.00	 	 	 	480,036.00	 	 	 	723,084.00	 
	FTI Consulting
	 	 	400,480.00	 	 	 	—	 	 	 	400,480.00	 
	Mandell Menkes (8/1/05)
	 	 	142,470.00	 	 	 	20,152.00	 	 	 	122,318.00	 
	Nuveen Expansion
	 	 	891,000.00	 	 	 	—	 	 	 	891,000.00	 
	PMA Consulting
	 	 	82,380.00	 	 	 	82,162.00	 	 	 	218.00	 
	Prarie Realty
	 	 	79,000.00	 	 	 	56,500.00	 	 	 	22,500.00	 
	Sanchez & Daniels
	 	 	242,030.00	 	 	 	119,393.00	 	 	 	122,637.00	 
	Sanchez & Daniels (2006)
	 	 	92,839.60	 	 	 	—	 	 	 	92,839.60	 
	Skadden (Suite 1400)
	 	 	276,970.72	 	 	 	—	 	 	 	276,970.72	 
	Skadden (Suite 2080)
	 	 	492,748.80	 	 	 	446,088.80	 	 	 	46,660.00	 
	Terry Robbins
	 	 	42,260.00	 	 	 	—	 	 	 	42,260.00	 
	Water Street Capital
	 	 	361,305.00	 	 	 	347,321.13	 	 	 	13,983.87	 
	Wextrust
	 	 	498,100.00	 	 	 	335,940.76	 	 	 	162,159.24	 
	 
	 	 	 	 	 	 	 	 	 
	Total Due Under Schedule
5.3(d)
	 	 	4,970,626.62	 	 	 	1,972,168.58	 	 	 	2,998,458.04	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	#12 Karad Drug
	 	 	15,000.00	 	 	 	—	 	 	 	15,000.00	 
	Gresham Partners
	 	 	950,885.00	 	 	 	—	 	 	 	950,885.00	 
	Mandell Menkes (8/1/06)
	 	 	213,705.00	 	 	 	—	 	 	 	213,705.00	 
	Sanchez & Daniels (8/1/06)
	 	 	145,775.00	 	 	 	—	 	 	 	145,775.00	 
	Sanchez & Daniels (8/1/10)
	 	 	291,550.00	 	 	 	—	 	 	 	291,550.00	 
	 
	 	 	 	 	 	 	 	 	 
	Total Future Obligations
	 	 	1,616,915.00	 	 	 	—	 	 	 	1,616,915.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	6,587,541.62	 	 	 	1,972,168.58	 	 	 	4,615,373.04	 
	 
	 	 	 	 	 	 	 	 	 





RENT ABATEMENT




	 	 	 	 	 
	 	 	Lease Required	 
	Tenant	 	Total Abatement	 
	Dillon Kane (10/07)
	 	 	12,248.88	 
	 
	 	 	 	 
	TOTAL
	 	 	12,248.88	 






Sch. 9.4(b)





 









 








LIST OF LEASING COMMISSIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Remaining	 
	 	 	 	 	 	 	 	 	 	 	Commissions	 
	 	 	Total	 	 	 	 	 	 	Outstanding (Credit	 
	Tenant	 	Commissions	 	 	Paid to Date	 	 	to Purchaser)	 
	Sanchez & Daniels
	 	 	182,218.25	 	 	 	—	 	 	 	182,218.25	 
	Gresham Partners
	 	 	79,823.14	 	 	 	39,911.57	 	 	 	39,911.57	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	TOTAL
	 	 	262,041.39	 	 	 	39,911.57	 	 	 	222,129.82	 
	 
	 	 	 	 	 	 	 	 	 





CAPITAL PROJECTS WITHOUT CONTRACTS FOR WHICH PURCHASER
SHALL BE ENTITLED TO A CREDIT




	 	 	 	 	 
	 	 	Expected	 
	  Project Description	 	Cost	 
	Steel Beam Repairs
	 	 	100,000	 
	 
	 	 	 	 
	 
	 	 	 
	TOTAL
	 	 	100,000	 
	 
	 	 	 





	 	 	 	 	 
	BARACK FERRAZZANO CONTINGENCY CREDIT
	 	$	546,000	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL
	 	$	546,000	 






Sch. 9.4(b)





 









 








EXHIBIT A




LEGAL DESCRIPTION OF THE LAND




A-1





 









 








EXHIBIT B-1




LEASE SCHEDULE




	 	 	 	 	 	 	 
	Suite	 	Tenant	 	Lease Date	 	Amendment Date
	Lobby

	 	#12 Karad Drug Co., Inc.
	 	September 1, 1994
	 	1st Amendment dated August 31, 1995 

2nd Amendment dated June 30, 2005
	 
	 	 	 	 	 	 
	Lobby

	 	Bank One, N.A.
	 	November 7, 2001
	 	1st Amendment to License Agreement dated May
31, 2005
	 
	 	 	 	 	 	 
	2700, 2800, 2950

	 	Barack Ferrazzano Kirschbaum

Perlman & Nagelberg
	 	December 1, 1987
	 	Undated Certificate signed November 1987 

Letter Agreement dated June 9, 1988 

1st Amendment dated February 5, 1992 

Certificate dated as of March 30, 1992 

2nd Amendment dated July 16, 1993 

Letter Agreement dated July 21, 1993

Letter dated May 19, 1994 

Letter dated June 23, 1994 

3rd Amendment dated November 30, 1994 

Letter Agreement dated August 21, 1995

4th Amendment dated April 8, 1997 

5th Amendment dated June 10, 1999

Letter dated August 15, 2000 

6th Amendment dated October 6, 2001 

Subordination Non-Disturbance and Attornment
Agreement dated November 1, 2001 

Agreement dated January 1, 2002 

Letter dated August 5, 2002 

Assignment and Assumption of Lease Agreement
dated April 1, 2004 

Letter dated July 15, 2004 

Subordination Non-Disturbance and Attornment
Agreement dated August 14, 2004
	 
	 	 	 	 	 	 
	1200

	 	The Burridge Group, LLC
	 	April 10, 2000
	 	Acknowledgement of Lease Assignment dated
April 25, 2005
	 
	 	 	 	 	 	 
	2080

	 	Bulgarian American Enterprise Fund
	 	March 31, 1992
	 	1st Amendment dated August 22, 1995

2nd Amendment dated June 29, 2000 

Sublease dated July 22, 2002 (Skadden)

Consent to Sublease dated July 24, 2002
	 
	 	 	 	 	 	 
	1650

	 	Chico & Nunes P.C.
	 	December 2, 2005
	 	n/a
	 
	 	 	 	 	 	 
	810

	 	Clark, Inc.
	 	May 11, 2004
	 	n/a
	 
	 	 	 	 	 	 
	1030, 1060, 1100

	 	Diageo North America, Inc.
	 	July 22, 1998
	 	Subordination Non-Disturbance and Attornment

Agreement dated August 24 1998 

1st Amendment dated July 31, 2001 

Consent to Sublease dated February 5, 2004 

2nd Amendment dated August 16, 2004 

Consent to Sub-Sublease dated August 1, 2005






B-1-1









 






	 	 	 	 	 	 	 
	Suite	 	Tenant	 	Lease Date	 	Amendment Date
	850

	 	Dillon Kane Group, LLC
	 	May 1, 2005
	 	n/a
	 
	 	 	 	 	 	 
	400, 420, 450, 460

	 	E.Piphany, Inc.
	 	February 8, 2001
	 	1st Amendment dated April 11, 2001 

Consent to Sublease dated April 9, 2002 

Consent to Sublease dated June 20, 2002 

Consent to Sublease dated July 24, 2002 

Consent to Sublease dated August 23, 2004
	 
	 	 	 	 	 	 
	2500

	 	Federal Home Loan Mortgage
Corporation
	 	June 1, 1998
	 	1st Amendment dated May 31, 2001

2nd Amendment dated July 31, 2004
	 
	 	 	 	 	 	 
	600

	 	FTI Consulting, Inc.
	 	June 16, 1993
	 	1st Amendment dated August 14, 1997

2nd Amendment dated September 27, 2000 

3rd Amendment dated January 24, 2003 

4th Amendment dated December 2, 2005
	 
	 	 	 	 	 	 
	1720

	 	Gardner Carton & Douglas LLP
	 	November 25, 1997
	 	1st Amendment dated January 1, 2003

2nd Amendment dated March 31, 2003 

Assignment and Assumption of Lease and Consent
dated May 1, 2004

Consent to Sublease dated April 25, 2005
	 
	 	 	 	 	 	 
	210

	 	Gimme Credit
	 	November 1, 2004
	 	n/a
	 
	 	 	 	 	 	 
	1220, 1500

	 	Globalcom Inc.
	 	March 12, 2001
	 	Landlords Consent dated October 31, 2004
	 
	 	 	 	 	 	 
	700

	 	Gresham Partners
	 	September 30, 2005
	 	Subordination Non-Disturbance Agreement dated
October 19, 2005
	 
	 	 	 	 	 	 
	950

	 	Harrison & Held P.C.
	 	September 1, 1994
	 	1st Amendment dated August 7, 1995 

2nd Amendment dated April 24, 1997

Consent to Sulease dated August 28, 2003

Assignement and Assumption of Lease and
Consent dated January 29, 2004

3rd Amendment dated December 31, 2004

Commencement Letter dated February 17, 2005

4th Amendment dated January 25, 2006
	 
	 	 	 	 	 	 
	1015

	 	Jack Greenberg
	 	January 6, 2003
	 	1st Amendment dated April 28, 2004

Assignment and Assumption from McDonald’s
dated April 30, 2005 

2nd Amendment dated May 1, 2005
	 
	 	 	 	 	 	 
	2600

	 	Kelley Drye & Warren LLP
	 	July 19, 2002
	 	1st Amendment dated December 12, 2002

Subordination Non-Disturbance Agreement dated
July 19, 2002
	 
	 	 	 	 	 	 
	250

	 	Leopardo Companies, Inc.
	 	October 12, 1998
	 	1st Amendment dated January 25, 2000

2nd Amendment dated April 17, 2001

3rd Amendment dated December 10, 2002 

4th Amendment dated January 29, 2004
	 
	 	 	 	 	 	 
	300, 370

	 	Mandell Menkes & Surdyk LLC
	 	May 31, 2001
	 	1st Amendment dated May 12, 2003 

2nd Amendment dated July 26, 2005






B-1-2









 






	 	 	 	 	 	 	 
	Suite	 	Tenant	 	Lease Date	 	Amendment Date
	200

	 	Marcus & Millichap Real Estate
Investment Co.
	 	February 5, 2004
	 	Temporary Occupancy Agreement dated January
26, 2004 

Commencement Letter dated May 14, 2004
	 
	 	 	 	 	 	 
	900

	 	National Indemnity Co.
	 	January 31, 2005
	 	Bill of sale dated January 31, 2005
	 
	 	 	 	 	 	 
	2900, 3000, 3100,

3200, 3300, 3400,

3500, 3600

	 	Nuveen Investments, Inc.
	 	January 31, 1998
	 	1st Amendment dated September 8, 1999

2nd Amendment dated July 31, 2004
	 
	 	 	 	 	 	 
	1860

	 	Objectwave
	 	May 27, 1999
	 	1st Amendment dated April 28, 2000 

1st Amendment dated April 29, 2004
	 
	 	 	 	 	 	 
	1010

	 	Parson Consulting LLC
	 	December 29, 1999
	 	Consent to Assignment dated May 16, 2002

1st Amendment dated January 13, 2004
	 
	 	 	 	 	 	 
	Lobby

	 	Pepi Corporation
	 	October 1, 1995
	 	1st Amendment dated October 1, 2005
	 
	 	 	 	 	 	 
	880

	 	PMA Consultants of Illinois L.L.C.
	 	December 22, 1999
	 	Assignment and Assumption of Lease and Consent
dated May 12, 2004 

1st Amendment dated May 12, 2004

Guarantee May 12, 2004

Reaffirmation of Guarantee May 12, 2004
	 
	 	 	 	 	 	 
	1020

	 	Prairie Realty Advisors, Inc.
	 	March 12, 2004
	 	Possession Letter dated March 15, 2004
	 
	 	 	 	 	 	 
	500

	 	Sanchez & Daniels
	 	December 12, 1991
	 	1st Amendment dated October 31, 1995

2nd Amendment dated September 26, 1997

3rd Amendment dated August 25, 1999

4th Amendment dated August 18, 2003

Subordination Non-Disturbance Agreement dated
August 11, 2004

5th Amendment and Assignment from Sanchez,
Daniels & Hoffman LLP dated October 13, 2005
	 
	 	 	 	 	 	 
	1400, 1425, 1450,

1900, 2000, 2100,

2200, 2300, 2400

	 	Skadden Arps Slate Meagher & Flom LLP
	 	September 8, 1998
	 	Amendment dated September 8, 1998

1st Amendment dated December 31, 1998

2nd Amendment dated March 31, 1999 

3rd Amendment dated July 21, 1999

4th Amendment dated November 30, 1999

5th Amendment dated October 23, 2000 

6th Amendment dated August 12, 2002

7th Amendment dated April 12, 2003 

8th Amendment dated August 28, 2003

Consent to Sublease dated March 8, 2005
	 
	 	 	 	 	 	 
	830

	 	Terry Robbins
	 	August 17, 1999
	 	1st Amendment dated January 25, 2002 

2nd Amendment dated February 16, 2005
	 
	 	 	 	 	 	 
	340

	 	Ultimate Staffing L.P.
	 	February 26, 1999
	 	1st Amendment dated January 30, 2004
	 
	 	 	 	 	 	 
	1620

	 	Water Street Capital
	 	May 1, 2005
	 	Temporary Occupancy Agreement dated May 24,
2005






B-1-3









 






	 	 	 	 	 	 	 
	Suite	 	Tenant	 	Lease Date	 	Amendment Date
	1700, 1710, 1800

	 	Weinberg & Richmond
	 	April 30, 1995
	 	Agreement dated November 10, 1995

1st Amendment dated November 1998

Consent to Sublease dated May 29, 2002
	 
	 	 	 	 	 	 
	1600

	 	Wextrust Capital, LLC
	 	March 17, 2005
	 	n/a
	 
	 	 	 	 	 	 
	1850

	 	World Jewish Digest
	 	November 21, 2005
	 	Note: Temporary Occupancy Agreement
	 
	 	 	 	 	 	 
	 

	 	Yipes
	 	January 28, 2002
	 	n/a







B-1-4









 








EXHIBIT B-2




SECURITY DEPOSIT SCHEDULE




	 	 	 	 	 
	LIST OF SECURITY DEPOSITS	 	 	 
	 
	Tenant Name	 	Amount	 
	#12 Karad Drug
	 	 	1,828.00	 
	Dillon Kane
	 	 	23,833.94	 
	FTI International
	 	 	19,683.79	 
	FTI International
	 	 	14,773.99	 
	MCI Worldcom
	 	 	700.00	 
	Objectwave
	 	 	7,548.75	 
	Pepi Corporation
	 	 	4,416.67	 
	PMA Consultants
	 	 	12,985.96	 
	Sanchez Daniels
	 	 	33,116.00	 
	Sanchez Daniels
	 	 	32,782.76	 
	Stickler Nelson
	 	 	50,000.00	 
	Terry Robbins
	 	 	2,996.79	 
	Terry Robbins
	 	 	17,503.21	 
	Ultimate Staffing
	 	 	3,180.00	 
	 
	 	 	 	 
	 
	 	 	 
	TOTAL
	 	 	225,349.86	 
	 
	 	 	 





	 	 	 	 	 	 	 
	LIST OF LETTERS OF CREDIT	 	 	 	 	 
	 
	Tenant Name	 	Amount	 	 	Status
	Burridge Group
	 	 	30,000.00	 	 	Reduced from $75,000 as of 9/1/04 
	Chico & Nunes
	 	 	32,292.00	 	 	 
	E.Piphany
	 	 	561,304.50	 	 	Can be reduced to $376,304.50 as of 5/1/05
	Gimme Credit Publications, Inc.
	 	 	28,026.90	 	 	 
	Gresham Partners
	 	 	45,000.00	 	 	 
	Harrison & Held
	 	 	28,600.00	 	 	Reduced from $42,900 as of 7/1/05
	Kelley Drye & Warren LLP
	 	 	250,000.00	 	 	Reduced from $500,000 as of 11/4/05
	Mandell Menkes & Surdyk LLC
	 	 	101,753.00	 	 	Reduced from $169,588 as of 8/1/03
	Prairie Realty Advisors, Inc.
	 	 	40,000.00	 	 	 
	Water Street Capital
	 	 	125,000.00	 	 	 
	Weinberg & Richmond
	 	 	75,000.00	 	 	 
	Wextrust Capital, LLC
	 	 	150,000.00	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 
	TOTAL
	 	 	1,466,976.40	 	 	 
	 
	 	 	 	 	 






B-2-1









 








EXHIBIT C




CONTRACTS SCHEDULE




SERVICE CONTRACTS:




	 	 	 	 	 
	 	 	 	 	COMMENCEMENT
	TYPE OF SERVICE	 	CONTRACTOR	 	DATE
	Window Washing

	 	Corporate Cleaning Services
	 	9/1/2005
	Exterminating

	 	Smithereen
	 	4/1/2004
	Janitorial Service

	 	Lakeside Building Maintenance
	 	8/1/2003
	Security Access System

	 	Phoenix
	 	3/1/2005
	Interior Landscape Maint

	 	Initial Tropical Plants
	 	10/15/2005
	Exterior Landscape Maint

	 	Skyline Landscape
	 	4/1/2005
	Engineer Uniform

	 	Cintas
	 	2/4/2004
	Elevator Maintenance

	 	Otis Elevator Company
	 	4/1/2001
	Electric Supply

	 	Constellation New Energy
	 	4/15/05
	Scavenger

	 	Premier Waste
	 	5/1/2005
	Lamp Recycling

	 	River Shannon
	 	11/1/2003
	Security

	 	SMI
	 	10/1/2005
	Parking

	 	Standard Parking
	 	8/1/2003
	Fire Life Safety

	 	Advanced Fire & Security
	 	2/1/2004
	Communication Riser Mngt

	 	Prime Communications
	 	4/15/2005
	Metal Maintenance

	 	Stuart Dean
	 	9/1/2005
	Wood Maintenance

	 	DMG Woodcare
	 	7/15/2005
	Roofing

	 	Allied Waterproofing
	 	12/1/2003
	Revolving Door Maintenance

	 	Midwest Door Services
	 	1/1/2006
	Building Automation

	 	Johnson Controls
	 	3/1/2005
	Water Treatment

	 	Clearwater Associates
	 	2/1/2005






	 	 	 	 	 
	 	 	 	 	COMMENCEMENT
	TYPE OF LEASE	 	VENDOR	 	DATE
	Copier Lease

	 	IFC Credit Corp.
	 	4/15/2002
	Postage Meter & Scale

	 	Pitney Bowes Corporation
	 	5/22/2003
	Web Hosting for Lease File

	 	Millennia Group
	 	5/1/2004
	Photocopier Lease/Maint

	 	Konica
	 	6/1/2002
	Winscore/Energy Check

	 	Servidyne Systems, Inc.
	 	12/1/2001






C-1









 






CONSTRUCTION CONTRACTS:




	 	 	 
	Contract / Date	 	Description
	Standard Form of Agreement between
Owner and Contractor by and
between Buck Management Group, as
agent for Kan Am Grund
Kapitalanlagegesellschaft mbH, and
Leopardo Companies, Inc., dated
October 1, 2005

	 	Plaza renovation
	 
	 	 
	Standard Form of Agreement between
Owner and Contractor by and
between Buck Management LLC, as
agent for Kan Am Grund
Kapitalanlagegesellschaft mbH, and
Leopardo Companies, Inc., dated
October 1, 2005

	 	Elevator shaft catwalks
	 
	 	 
	Agreement for Construction between
Manager and Contractor by and
between Buck Management LLC, as
agent for Kan Am Grund
Kapitalanlagegesellschaft mbH, and
Leopardo Companies, Inc., dated
January 13, 2006

	 	7th floor corridor upgrades







C-2









 








EXHIBIT D




SCHEDULE OF INSURANCE COVERAGE REQUIREMENTS



Purchaser and its agents and consultants will have in effect commercial general liability insurance
naming Kan Am Grund Kapitalanlagegesellschaft mbH and WestWind Capital Partners, LP as additional
insured parties, with (i) limits of not less than $2,000,000.00 per occurrence for personal injury,
including bodily injury and death, and property damage, and (ii) waiver of subrogation. Prior to
entering the Property, Purchaser must deliver to Seller certificates of insurance evidencing such
coverage, and further evidencing that such coverage may only be terminated or modified upon thirty
(30) days’ prior written notice to Seller.





D-1









 








EXHIBIT E




CERTIFICATE AND RELEASE




     For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, ___, a ___ (“Purchaser”) hereby certifies to KAN AM
GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of Kan Am
US grundinvest Fonds, a German open-end real estate fund sponsored by Seller (“Seller”) as follows:



     1. Purchaser and Seller are parties to that certain Purchase and Sale Agreement dated
___ (the “Agreement”) regarding certain property located in Chicago, Illinois and more
particularly described on Exhibit A (the “Property”).



     2. Purchaser and its consultants, independent contractors, and other professional advisors of
Purchaser’s choice have, or could have, (a) physically inspected the Property, (b) determined the
fair market value of the Property in its AS IS condition, (c) satisfied themselves as to the
financial performance of the Property and its potential return on investment, (d) analyzed the
present and projected uses of the Property, (e) independently verified the completeness and
accuracy of the Information Documents and all other information provided by Sellers and/or their
agents which Purchaser deemed necessary or material in connection with the transactions
contemplated by the Agreement, (f) independently tested and examined the Property from a physical,
structural and environmental standpoint, and (g) otherwise conducted a complete and thorough
investigation and examination of the Property, employing the highest levels of due diligence and
that Purchaser has accepted the Property AS IS.



     3. Purchaser releases Seller from and waives all claims against and liability of Seller to
Purchaser for any structural, physical and environmental condition at the Property and further
releases Seller from and waives all liability of Seller to Purchaser for any and all claims or
causes of action based on, connected with, or arising out of any Environmental Laws, Hazardous
Material, requirement or liability imposed under any other law or regulation or any governmental
agency or regulatory body having jurisdiction over the Property, or otherwise asserted against the
Property or Purchaser by any person or entity whatsoever.



     4. Purchaser has not relied upon any representation, inducement, or unperformed promise of
Seller or Seller’s employees, agents, contractors, or investment advisors, extent to the extent
expressly set forth and as expressly limited in Article 5 and Section 14.18 of the Agreement.



     5. All capitalized terms unless otherwise defined have the same meaning as set forth in the
Agreement.



     IN WITNESS WHEREOF, Purchaser executed this Certificate and Release as of this ___ day of
___, 20___.



	 	 	 
	 

	 	PURCHASER:
	 
	 	 
	 
	 	 
	 

	 	 






E-1









 








EXHIBIT F




[OMITTED]





 









 







EXHIBIT G




FORM OF DEED




THIS DOCUMENT WAS

PREPARED BY:

King & Spalding LLP

1180 Peachtree Street

Atlanta, Georgia 30309

Attn: Ashley P. Frieden, Esq.




AFTER RECORDING

RETURN TO:

                                                            

                                                            

                                                            

Attn:                                                    




[This space reserved for recording data.]




SPECIAL WARRANTY DEED




     THIS SPECIAL WARRANTY DEED (the “Deed”), is made as of this ___ day of ___,
2006, by KAN AM GRUND KAPITLANLAGEGESELLSCHAFT MBH, a German limited liability company, for the
benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am
Grund Kapitalanlagegesellschaft mbH, d/b/a Kan Am Grund Kapitalanlagegesellschaft mbh LLC (the
“Grantor”), having an office at c/o WestWind Capital Partners, LP, 3290 Northside Parkway, Suite
675, Atlanta, Georgia 30327, to ___, a ___ (the “Grantee”),
having an address at ___.



WITNESSETH:




     That the Grantor for and in consideration of the sum of TEN AND 00/100THS DOLLARS ($10.00)
and other good and valuable consideration in hand paid by the Grantee, the receipt and sufficiency
of which is hereby acknowledged, by these presents does GRANT AND CONVEY unto the Grantee and its
successors and assigns FOREVER, all of the real estate, situated in the County of Cook, and State
of Illinois described on Exhibit A attached hereto and made a part hereof together with the
building structures, fixtures and other improvements affixed to or located on said real estate
together with all rights and appurtenances pertaining to such property including any right, title
and interest of Grantor in and to adjacent streets, alleys or rights of way, and together with all
and singular the hereditaments and



 









 




appurtenances thereunto belonging, or in anywise appertaining, and the reversion or
reversions, remainder or remainders, rents, issues and profits thereof, and all the estate, right,
title, interest, claim or demand whatsoever, of Grantor, either in law or equity, of, in and to the
above described premises, with the hereditaments and appurtenances (the “Property”), subject to
those matters described on Exhibit B attached hereto and made a part hereof (the “Permitted
Exceptions”).




     TO HAVE AND TO HOLD the Property, with the rights and appurtenances subject to the Permitted
Exceptions, unto the Grantee and its successors and assigns forever.



     Grantor does covenant, promise and agree, to and with the Grantee and its successors and
assigns, that it has not done, or suffered to be done, anything whereby the Property is, or may be,
in any manner encumbered or charged, except as herein recited, and that it WILL WARRANT AND FOREVER
DEFEND the Property against persons lawfully claiming, or to claim the same, by, through or under
Grantor but not otherwise, except for claims arising under or by virtue of the Permitted
Exceptions.



     IN WITNESS WHEREOF, the Grantor has caused its name to be signed to these presents on the day,
month and year first set forth above.



	 	 	 	 	 	 	 
	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	KAN AM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a

German limited liability company, for the benefit of Kan Am

US grundinvest Fonds, a German open-end real estate fund

sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





G-2

 




 









 









	 	 	 	 	 	 	 
	STATE OF                                        

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF                                        

	 	 	)	 	 	 





I, the undersigned, a Notary Public in and for said County and State aforesaid, DO HEREBY CERTIFY,
that ___ and ___, as ___ and ___,
respectively, of KAN AM GRUND KAPITLANLAGEGESELLSCHAFT MBH, a German limited liability company,
personally known to me to be the same persons whose names are subscribed to the foregoing
instrument as such ___ and ___, appeared before me this day
in person and each acknowledged he/she signed and delivered said instrument as his/her free and
voluntary act, and as the free and voluntary act of said company, for the uses and purposes therein
set forth.



GIVEN UNDER my hand and Notarial Seal this ___ day of ___, 2006.




                                                                                                    




Notary Public:                                                                            




Commission Expiration:                                                            




G-3

 




 









 








Exhibit A

To Exhibit G




Legal Description





 









 








Exhibit B

To Exhibit G




Permitted Exceptions





 









 








EXHIBIT H




FORM OF BILL OF SALE




     For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for
the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am
Grund Kapitalanlagegesellschaft mbH (“Seller”), hereby conveys to
_____(“Purchaser”), all of Seller’s right, title and
interest in and to those certain items of personal property described on Exhibit A attached
hereto and made a part hereof (the “Personal Property”) relating to certain real property located
at 333 W. Wacker Drive in Chicago, Illinois.



     Seller represents and warrants to Purchaser that Seller has not previously conveyed, assigned
or encumbered title to the Personal Property; however, Seller specifically does not make any other
express or implied warranty or representation with respect to the Personal Property, including, but
not limited to, fitness for any particular purpose; the design or condition of the Personal
Property; the quality or capacity of the Personal Property; workmanship or compliance of the
Personal Property with the requirements of any law, rule, specification or contract relating
thereto; patent infringement; or latent defect. Except as expressly stated herein, Purchaser
accepts the Personal Property on an “as is, where is” basis.



     This Bill of Sale is subject to Sections 5.8 and 14.18 of that certain Purchase and Sale
Agreement dated as of ___ by and between Seller and Purchaser.



     IN WITNESS WHEREOF, Seller has caused this instrument to be executed and delivered as of this
___ day of ___, 2006.



	 	 	 	 	 	 	 
	 	 	KAN AM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a

German limited liability company, for the benefit of Kan Am

US grundinvest Fonds, a German open-end real estate fund

sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





H-1

 




 









 








EXHIBIT I




FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES




     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for
the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am
Grund Kapitalanlagegesellschaft mbH, having its principal office at
______ (“Assignor”), hereby sells, transfers, assigns and
sets over unto ______, having its principal office
at ______ (“Assignee”), its legal representatives, successors and
assigns, all of Assignor’s right, title and interest in, to and under (a) those certain leases
referred to on Exhibit A attached hereto and made a part hereof (the “Leases”) affecting the real
estate legally described in the Agreement (as hereinafter defined) and commonly known as 333 W.
Wacker Drive in Chicago, Illinois (the “Property”), and (b) the rent therein referred except,
however, that portion of said rent attributable to periods of time prior to the Closing Date (as
defined in that certain Agreement of Purchase and Sale by and between Assignor and Assignee, dated
as of ___, 2006 (the “Agreement”).



     Assignee does hereby accept the foregoing Assignment and Assumption of Leases subject to the
terms and conditions herein and in the Leases, and does hereby assume, without exculpation, as of
the date hereof, and become responsible for and agree to perform, discharge, fulfill and observe
all of the obligations, terms, covenants, provisions and conditions under the Leases arising from
and after the Closing Date and Assignee agrees to be liable for the observance and performance
thereof as fully as though Assignee was the original landlord or lessor thereunder.



     Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its legal
representatives, successors and assigns from any and all losses, damages, expenses, fees
(including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments,
liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignee, its
legal representatives, successors and assigns or any of them arising out of or in connection with
the Leases as to events occurring prior to the Closing Date.



     Assignee agrees to protect, defend, indemnify and hold harmless Assignor, its legal
representatives, successors and assigns from any and all losses, damages, expenses, fees
(including, without limitation, reasonable attorneys’ fees), court costs, suits, judgments,
liability, claims and demands whatsoever in law or in equity, incurred or suffered by Assignor, its
legal representatives, successors and assigns or any of them arising out of or in connection with
the Leases as to events occurring from and after the Closing Date.



     Notwithstanding anything to the contrary contained in this Assignment and Assumption of
Leases, it is expressly understood and agreed by and between the parties hereto that any liability
of Assignor hereunder will be limited as set forth in Sections 5.8 and 14.18 of the Agreement.



I-1

 




 









 








     This Assignment and Assumption of Leases will be binding upon and will inure to the benefit of
Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors
and assigns.



     This Assignment and Assumption of Leases may be executed and delivered in any number of
counterparts, each of which so executed and delivered will be deemed to be an original and all of
which will constitute one and the same agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption of Leases
this ______ day of ______, 20___.



	 	 	 	 	 	 	 
	 	 	Assignor:	 	 
	 
	 	 	 	 	 	 
	 	 	KAN AM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a

German limited liability company, for the benefit of Kan Am

US grundinvest Fonds, a German open-end real estate fund

sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Assignee:	 	 
	 
	 

	 	 	 	 	 	 
	 

	 	 	 	a	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 
	 	 






I-2

 





 









 








EXHIBIT A

TO

ASSIGNMENT AND ASSUMPTION OF LEASES




LEASES




I-3

 




 









 








EXHIBIT J




FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS




     For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, KAN
AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for the benefit of Kan
Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am Grund
Kapitalanlagegesellschaft mbH, having its principal office at ______
(“Assignor”), hereby sells, transfers, assigns and sets over to ______
(the “Assignee”), having its principal office at ___, and Assignee
hereby assumes and accepts the assignment and delegation of all of Assignor’s right, title and
interest in and to the contracts described on Exhibit A attached hereto relating to certain real
property located at 333 W. Wacker Drive, Chicago, Illinois and Assignee hereby accepts such
assignment and hereby assumes the performance of all of the terms, covenants and conditions imposed
upon Assignor under said contracts accruing or arising on or after the date of this Assignment.



     Assignor hereby covenants that Assignor will, upon written request, execute and deliver to
Assignee or Assignee’s successors, nominees or assigns (collectively, “Assignee’s Successors”), any
instruments as Assignee or Assignee’s Successors may reasonably request in order to fully assign to
Assignee or Assignee’s Successors all Assignor’s right, title, and interest in and to the contracts
listed on Exhibit A hereto.



     Assignor will be responsible for and Assignee will not be liable for any and all costs
(including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses and causes
of action incurred by or asserted against Assignee as a result of any failure to perform any
obligation of Assignor under said contracts which accrued prior to the date of this Assignment.



     Assignee will be responsible for and Assignor will not be liable for any and all costs
(including reasonable attorneys’ fees and costs), damages, liabilities, claims, losses, and causes
of action incurred by or asserted against Assignor as a result of any breach by Assignee, from and
after the date of this Assignment, of any of Assignee’s obligations under the contracts listed on
Exhibit A hereto.



     Notwithstanding anything to the contrary contained in this Assignment and Assumption of
Service Contracts, it is expressly understood and agreed by and between the parties hereto that any
liability of Assignor hereunder will be limited as set forth in Sections 5.8 and 14.18 of that
certain Agreement of Purchase and Sale by and between Assignor and Assignee, dated as of
___, 2006.



     This Assignment and Assumption of Service Contracts will be binding upon and will inure to the
benefit of Assignor and Assignee and their respective beneficiaries, legal representatives, heirs,
successors and assigns.



     This Agreement may be executed and delivered in any number of counterparts, each of which so
executed and delivered will be deemed to be an original and all of which will constitute one and
the same instrument.



J-1

 




 









 









     IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment effective as of the
date set forth below.



     Executed as of this ______ day of ______________, 20__.




	 	 	 	 	 	 	 	 
	 	Assignor:	 	KAN AM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a

German limited liability company, for the benefit of Kan Am 

US grundinvest Fonds, a German open-end real estate fund 

sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH
	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	By:	 	 	 	 
	 

	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 

	 	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
		Assignee:
	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 





J-2

 




 









 








EXHIBIT “A”

TO

ASSIGNMENT AND ASSUMPTION OF CONTRACTS




SCHEDULE OF CONTRACTS

(See Attached)




J-3

 




 









 








EXHIBIT K




GENERAL ASSIGNMENT OF INTANGIBLES




     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, KAN AM GRUND KAPITALANLAGEGESELLSCHAFT MBH, a German limited liability company, for
the benefit of Kan Am US grundinvest Fonds, a German open-end real estate fund sponsored by Kan Am
Grund Kapitalanlagegesellschaft mbH, having its principal office at
______ (“Assignor”), hereby sells, transfers, assigns and
sets over unto ______, having its principal office
at ______ (“Assignee”), its legal representatives, successors and
assigns, all of Assignor’s right, title and interest in and to, (i) all assignable existing
warranties and guaranties (express or implied) issued to Assignor in connection with the Property;
(ii) all assignable licenses, permits, certificates of occupancy, approvals, dedications,
subdivision maps or plats, land sale registrations, property reports, conditional use permits,
special use permits, declarations of non-significance, environmental impact statements and
entitlements issued, approved or granted to or for the benefit of Seller or Seller’s predecessors
in interest by applicable governmental authorities or otherwise in effect and which relate to the
Property, and including (without limitation) all assignable development rights and other intangible
rights, titles, interests, privileges and appurtenances owned by Seller or Seller’s
predecessors-in-interest as owner of the Property and in any way related to or used in connection
with the Property, (iii) all assignable trade names, logos, marks, trademarks, service marks,
symbols and items of identification relative to the Property which are owned by Seller, (iv) all
assignable licenses, consents, easements, rights of way and approvals required to make use of
utilities and to ensure vehicular and pedestrian ingress and egress to the Property, (v) plans,
drawings, specifications, surveys, engineering reports, and other technical descriptions, if any,
relating to the Property in Assignor’s possession, and (vi) all other items of intangible personal
property owned by Assignor that relate in any way to the ownership, use, leasing, maintenance,
service or operation of the Property (collectively, the “Intangibles”).



     This General Assignment of Intangibles will be binding upon and will inure to the benefit of
Assignor and Assignee and their respective beneficiaries, legal representatives, heirs, successors
and assigns.



     This General Assignment of Intangibles may be executed and delivered in any number of
counterparts, each of which so executed and delivered will be deemed to be an original and all of
which will constitute one and the same agreement.



     Notwithstanding anything to the contrary contained in this General Assignment of Intangibles,
it is expressly understood and agreed by and between the parties hereto that any liability of
Assignor hereunder will be limited as set forth in Sections 5.8 and 14.18 of that certain
Agreement of Purchase and Sale by and between Assignor and Assignee, dated as of ___,
2006.



     All capitalized terms used herein unless otherwise defined herein have the same meaning as set
forth in the Agreement.



K-1

 




 









 








[Signatures on following page]




K-2

 




 









 








     IN WITNESS WHEREOF, the parties hereto have executed this General Assignment of Intangibles
this ______ day of ___, 20___.



	 	 	 	 	 	 	 
	 	 	Assignor:	 	 
	 
	 	 	 	 	 	 
	 	 	KAN AM GRUND

KAPITALANLAGEGESELLSCHAFT MBH, a

German limited liability company, for the benefit of Kan Am

US grundinvest Fonds, a German open-end real estate fund

sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Assignee:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	a,	 	 	 	 
	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





K-3

 




 









 








EXHIBIT L




FORM OF TENANT NOTICE




NOTICE OF SALE




To:   All Tenants of 333 W. Wacker Drive, Chicago, Illinois





Re: Notice of Change of Ownership of 333 W. Wacker Drive, Chicago, Illinois



Dated: _______, 2006




To Whom It May Concern:





You are hereby notified as follows:




	 	1.	 	That as of the date hereof, Kan Am Grund Kapitalanlagegesellschaft mbH has
transferred, assigned, and conveyed all of its interest in and to the above-described
property (the “Property”) to [___] (the “New Owner”).
	 
	 	2.	 	Future rental payments with respect to your lease premises at the Property
should be made to the New Owner, payable to “_______”, in accordance with your
Lease terms at the following address:






 








 








Any payments of rent (or other sums due under the lease) hereafter paid to any other
party than New Owner shall not relieve you of the obligation of making said payments
to New Owner.




	 	3.	 	Additionally, from the date of this letter all notices to landlord under your
lease should be sent to:






 








 








	 	4.	 	If there is a security deposit with respect to your lease, it has been
transferred to the New Owner and as such the New Owner shall be responsible for holding
the same in accordance with the terms of your lease.





     5. New Owner hereby directs you to add New Owner as an additional insured under your
comprehensive general liability insurance and all other insurance maintained by you pursuant to
your lease, which pursuant to your lease is required to name landlord as an additional insured.
Please forward to New Owner at the address where notices are to be sent a certificate evidencing
such coverage.



Very Truly Yours,




L-1

 





 










 









EXHIBIT M




FORM OF WITHHOLDING ESCROW AGREEMENT




     THIS ESCROW AGREEMENT (this “Agreement”) made as of this ______ day of ______, 2006,
by and among [KAN AM ENTITY], a ______ (“Seller”), ___, a
______ (“Purchaser”), and ___, as escrow agent (“Escrow
Agent”).



W I T N E S S E T H :




     WHEREAS, simultaneously herewith, Seller and Purchaser have consummated the transactions
contemplated by that certain Purchase and Sale Agreement, dated ___, 2006 (the
“Contract”).



     WHEREAS, in accordance with the Contract, Purchaser has transferred (or, pursuant to separate
instructions, has directed Escrow Agent to transfer) to an account designated by Escrow Agent
simultaneously herewith the amount of _______ Dollars ($___) (the “Escrow
Amount”), which Escrow Amount shall be deposited with Escrow Agent, to be held pursuant to the
terms of this Agreement.



     WHEREAS, the parties desire that Escrow Agent hold the Escrow Amount in escrow, and Escrow
Agent has agreed to hold the Escrow Amount in escrow, all upon the terms and conditions of this
Agreement.



     NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:



          (a) Escrow Agent hereby acknowledges receipt of the Escrow Amount, which shall be held by
Escrow Agent subject to the provisions of this Agreement.




          (b) The Escrow Amount shall be held in an interest bearing account at _______ (or
at such other commercial bank as Escrow Agent shall select and that Seller and Purchaser shall
approve, such approval not to be unreasonably withheld).




          (c) All references to the Escrow Amount shall be deemed to include the interest, if any, that
is earned on the Escrow Amount. Escrow Agent shall not be responsible for (i) any interest earned
on the Escrow Amount except for such interest as is actually earned or (ii) for the loss of any
interest resulting from the withdrawal of any interest-bearing investment prior to maturity or the
date interest is posted on such investment.




          (d) Within one hundred twenty (120) days of the date hereof, Seller and Purchaser shall
deliver jointly a written notice to Escrow Agent instructing Escrow Agent as to the manner in which
Escrow Agent is to disburse the Escrow Amount. In addition, Purchaser may at any time instruct
Escrow Agent to disburse the Escrow Amount to the Internal Revenue Service if Purchaser believes
that such disbursement is required by applicable law; provided,




 









 









however, prior to giving any such instruction to Escrow Agent, Purchaser shall give not less
than five (5) days prior notice to Seller of its intent to so instruct Escrow Agent and shall
discuss in good faith with Seller its position prior to giving such instruction.




          (e) In the event that Seller shall desire to have the Escrow Amount invested in a manner other
than as provided for in this Agreement, the parties hereto shall use good faith efforts to agree on
an alternate means of holding the Escrow Amount, including without limitation, depositing the
Escrow Amount with an alternate escrow agent, reasonably satisfactory to Purchaser and Seller.




          (f) All notices, demands, requests, consents, approvals or other communications which are
required or permitted to be given under this Agreement or which any party hereto desires to give
with respect to this Agreement (each, a “Notice”) shall be in writing and shall be
delivered by (i) hand delivery, (ii) registered or certified mail, postage prepaid, return receipt
requested, (iii) reputable overnight courier service or (iv) facsimile, in each case addressed or
sent to the party to be notified as follows (or to such other address or facsimile number as such
party shall have specified at least ten (10) days prior thereto by like notice).




	 	 	 
	If to Seller:

	 	[Kan Am Entity]
	 

	 	c/o WestWind Capital Partners, LP
	 

	 	The Forum
	 

	 	3290 Northside Parkway
	 

	 	Suite 675
	 

	 	Atlanta, Georgia 30327
	 

	 	Attention: Mr. Stephen D. McCarthy
	 

	 	                  Ms. Jennifer S. Ross
	 

	 	                  Mr. L. Clay Adams, Jr.
	 

	 	Facsimile: (678) 538-9959
	 
	 	 
	with a copy to:

	 	Kan Am Grund Kapitalanlagegesellschaft mbH
	 

	 	Messe Turm 46th Floor
	 

	 	Frankfurt, Germany 60308
	 

	 	Attention: Olivier Catusse
	 

	 	Facsimile: 011-49-69-7104-11-60
	 
	 	 
	and with a copy to:

	 	King & Spalding, LLP
	 

	 	1180 Peachtree Street
	 

	 	Atlanta, GA 30309
	 

	 	Attention: W. Clay Gibson
	 

	 	Facsimile: (404) 572-5131
	 
	 	 
	If to Purchaser:
	 	 
	 

	 	                                                            
	 

	 	                                                            
	 

	 	                                                            
	 

	 	                                                            
	 

	 	Attention:                                                            
	 

	 	Facsimile:                                                            






M-2

 




 









 








	 	 	 	 	 
	with a copy to:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Attention:                                                                                	 	 
	 

	 	Facsimile:                                                                                	 	 
	 
	 	 	 	 
	If to Escrow Agent:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Attention:                                                                                	 	 
	 

	 	Facsimile:                                                                                	 	 






          (g) In the event any disagreement or dispute shall arise between or among any of the parties
hereto and/or any other persons resulting in adverse claims and demands being made for the Escrow
Amount, then, at Escrow Agent’s option (i) Escrow Agent may refuse to comply with any claims or
demands on it and continue to hold the Escrow Amount until (a) Escrow Agent receives written notice
signed by Seller, Purchaser and any other person who may have asserted a claim to or made a demand
for the Escrow Amount directing the disbursement of the Escrow Amount, in which event Escrow Agent
shall then disburse the Escrow Amount in accordance with said direction, or (b) Escrow Agent
receives a certified copy of a final and non-appealable judgment of a court of competent
jurisdiction directing the disbursement of the Escrow Amount, in which event Escrow Agent shall
then disburse the Escrow Amount in accordance with said direction; or (ii) in the event Escrow
Agent shall receive a written notice advising that a litigation over entitlement to the Escrow
Amount has been commenced, Escrow Agent may deposit the Escrow Amount with the clerk of the court
in which said litigation is pending; or (iii) Escrow Agent may deposit the Escrow Amount in a court
of competent jurisdiction by the commencement of an action for interpleader, the costs thereof to
be borne by whichever of Seller and Purchaser is the losing party. Notwithstanding the foregoing,
and notwithstanding any objection by Seller, Escrow Agent shall deliver the Escrowed Funds to the
Internal Revenue Service if directed to do so by Purchaser.




          (h) Escrow Agent shall not be or become liable in any way or to any person for its refusal to
comply with adverse claims and demands being made for the Escrow Amount. Escrow Agent shall not be
responsible for any act or failure to act on its part nor shall it have any liability under this
Agreement or in connection herewith except in the case of its own willful misconduct or gross
negligence. This Agreement shall terminate and Escrow Agent shall be automatically released from
all responsibility and liability hereunder upon Escrow Agent’s delivery or deposit of the Escrow
Amount in accordance with the provisions of this Agreement. Nonetheless, at Escrow Agent’s
request, Purchaser and Seller shall deliver to Escrow Agent, upon the termination of this
Agreement, a general release with respect to all matters arising out of or in connection with this
Agreement. Notwithstanding the foregoing, and notwithstanding any objection by Seller, Escrow
Agent shall deliver the Escrowed Funds to the Internal Revenue Service if directed to do so by
Purchaser.




M-3

 




 









 








          (i) It is expressly understood that Escrow Agent acts hereunder as an accommodation to Seller
and Purchaser and as a depository only and is not responsible or liable in any manner whatsoever
for the sufficiency, correctness, genuineness or validity of any instrument deposited with it, or
for the form of execution of such instruments, or for the identity, authority or right of any
person executing or depositing the same, or for the terms and conditions of any instrument pursuant
to which Escrow Agent or the parties may act.




          (j) The duties of Escrow Agent are purely ministerial. The Escrow Agent shall not have any
duties or responsibilities except those set forth in this Agreement and shall not incur any
liability in acting upon any signature, notice, request, waiver, consent, receipt or other paper or
document believed by Escrow Agent to be genuine, and Escrow Agent may assume that any person
purporting to give it any notice on behalf of any party in accordance with the provisions hereof
has been duly authorized to do so.




          (k) Escrow Agent may act or refrain from acting in respect of any matter referred to herein in
full reliance upon and by and with the advice of counsel which may be selected by it (including any
member or employee of its firm) and shall be fully protected in so acting or refraining from acting
upon the advice of such counsel. Notwithstanding the foregoing, and notwithstanding any objection
by Seller, Escrow Agent shall deliver the Escrowed Funds to the Internal Revenue Service if
directed to do so by Purchaser.




          (l) By its execution hereof, Seller hereby agrees to indemnify and save Escrow Agent harmless
from any and all loss, damage, claims, liabilities, judgments and other cost and expense of every
kind and nature which may be incurred by Escrow Agent arising out of its acting as Escrow Agent
hereunder (including, without limitation, reasonable attorneys’ fees and disbursements, which shall
include the fees and disbursements of any member or employee of its firm) except in the case of its
own willful misconduct or gross negligence or breach of this Agreement.




          (m) Neither this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing, signed by the party against whom
enforcement of such change, waiver, discharge or termination is sought.




          (n) This Agreement and all matters relating hereto shall be governed by and construed and
interpreted in accordance with the law of the State of Illinois.




          (o) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective heirs, personal representatives, successors and assigns.




          (p) This Agreement may be executed in multiple counterparts each of which shall be deemed an
original and all of which, when taken together, shall constitute one and the same instrument. In
addition, this Agreement may be executed and delivered via facsimile and/or e-mail, provided that
the document so transmitted has been manually signed by (or on behalf of) the applicable
party(ies), and each such signature delivered by facsimile or e-mail shall have the same force and
effect as if the signatory(ies) had manually signed this Agreement.




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          (q) It is understood and agreed that all understandings and agreements heretofore had between
the parties hereto with respect to the subject matter hereof are merged into this Agreement, which
alone fully and completely expresses their agreement.




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     IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day and
year first written above.



	 	 	 	 	 	 	 
	 	 	[KAN AM ENTITY]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	[PURCHASER]	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:                                         	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Its:	 	 
	 
	 	 	 	 	 	 
	 	 	 ,	 	 
	 	 	as Escrow Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






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EXHIBIT N




INFORMATION DOCUMENTS




1. Leases

2. Service Contracts

3. Title Commitment

4. Title Exception Documents

5. Argus Model

6. Photographs

7. Selected Lease Abstracts

8. Real Estate Tax Bills for the years 2004 through 2005

9. Zoning Certificate

10. Existing Survey

11. Environmental Report

12. Final PCA Report

13. Capital Memo

14. IVI Reliance Letters

15. Rent Roll

16. Stacking Plan

17. Historical Operating Statement

18. Offering Memorandum

19. 2006 Operating Expense Budget

20. Construction Contracts




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EXHIBIT O




FORM OF ASSIGNMENT OF AGREEMENT




ASSIGNMENT OF PURCHASE AND SALE AGREEMENT




     This ASSIGNMENT OF PURCHASE AND SALE AGREEMENT (this “Assignment”) is made as of the
___, 2006, by and between _______, a
_______, (“Assignor”), and _______,
a(n) _______ (“Assignee”).



RECITALS:





	A.	 	_______ (“Seller”), as seller, and Assignor, as purchaser, entered into that
certain Purchase and Sale Agreement dated as of ___, 2006, regarding certain
real property and improvements located in Chicago, Illinois (the “Property”) as more
particularly described therein (the “Agreement”).






	B.	 	Assignor desires to assign to Assignee all of Assignor’s right, title, and interest as
purchaser, in and to the Agreement, and Assignee desires to accept such assignment, subject to
the terms and provisions hereof.





AGREEMENTS:




     NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and legal
sufficiency of which are acknowledged, the parties agree as follows:




	1.	 	Assignor has ASSIGNED, TRANSFERRED, CONVEYED and DELIVERED, and by these presents does
ASSIGN, TRANSFER, CONVEY and DELIVER, unto Assignee, its successors and assigns, all of
Assignor’s right, title, and interest in and to the Agreement. Assignee hereby assumes the
liabilities, obligations, duties, and responsibilities of Assignor with respect to the terms
and conditions of the Agreement, and Assignee, by its execution hereof, will indemnify
Assignor and hold Assignor harmless from any and all claims under the Agreement.






	2.	 	This Assignment is subject to and incorporates by reference the provisions of Section 14.4 of
the Agreement.






	3.	 	This Assignment may be executed in one or more identical counterparts, each of which is an
original, and all of which together constitute one instrument. A telecopy or facsimile
transmission is binding on the party or parties whose signatures appear thereon.






	4.	 	Capitalized terms used in this Assignment have the meanings assigned in the Agreement, unless
otherwise defined herein.





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     IN WITNESS WHEREOF, this Assignment is executed to be effective as of the date first above
written.



	 	 	 
	 

	 	Assignor:
	 
	 	 
	 

	 	                                                                                                                        
a                                                                                                                       
	 
	 	 
	 

	 	By:                                                                                                                      
Name:                                                                                                                
Its:                                                                                                                       
	 
	 	 
	 

	 	Assignee:
	 
	 	 
	 

	 	                                                                                                                        
a                                                                                                                       
	 
	 	 
	 

	 	By:                                                                                                                        
Name:                                                                                                                
Its:                                                                                                                        






EXECUTED by Seller to evidence its consent:




	 	 	 	 	 	 	 
	 	 	KAN AM GRUND
KAPITALANLAGEGESELLSCHAFT MBH, a
German limited liability company, for the benefit of Kan Am
US grundinvest Fonds, a German open-end real estate fund
sponsored by Kan Am Grund Kapitalanlagegesellschaft mbH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 
	 	 	 	 





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EXHIBIT P




ENVIRONMENTAL REPORTS



Phase I Environmental Site Assessment prepared for KanAm Grund Kapitalanlagegesellschaft mbH by IVI
Due Diligence Services, Inc., dated February 17, 2006, bearing IVI Project No. 60218714




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EXHIBIT Q




FORM OF CONTRACTOR ACKNOWLEDGEMENT




     THIS ACKNOWLEDGEMENT OF CONTRACTOR (“Acknowledgement”) is executed as of ___,
2006, by the undersigned (“Contractor”), for the benefit of ___, a
___ (“Assignee”).



     Understanding that KAN AM ___ (“Assignor”) has assigned the Construction
Contract, as hereinafter defined, to Assignee, and that Assignee is relying on this
Acknowledgement, Contractor hereby represents and warrants to, and consents and agrees with,
Assignee as follows.



     1. Construction Contract. Attached hereto as Exhibit “A” is a true, correct
and complete copy of the agreement and all addendums, attachments, supplements, additions and
amendments or change orders thereto (collectively, the “Construction Contract”) between
Contractor, as the contractor, and Assignor, as the owner, relating to the work described therein
(“Work”).



     2. Consent. Contractor acknowledges that Assignor has assigned the Construction
Contract to Assignee. Contractor hereby consents to the assignment of the Construction Contract to
Assignee to the extent required under the Construction Contract.



     3. Status of Work. As of the date hereof, the Work which is the subject of the
Construction Contract has commenced, ___of the Work has been completed, $___ has been
paid under the Construction Contract and $___ remains to be paid under the Construction
Contract for the payment in full for all of the Work.



     4. Amendment; Termination. The Construction Contract, a true, correct, and complete
copy of which is attached hereto as Exhibit A, has not been amended, modified or
terminated, is in full force and effect, and there are no defaults by either Assignor or Contractor
thereunder.



     5. Permits. All approvals, permits and licenses (including, without limitation, a
building permit) necessary for the Work have been obtained from all necessary governmental
authorities in either the name of Contractor or Assignor.



     6. Counterparts; Facsimile Delivery. This Acknowledgement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall constitute one
document. Delivery of an executed counterpart of this Acknowledgement by facsimile shall be
equally as effective as delivery of an executed original counterpart and shall constitute a
covenant to deliver an executed original counterpart, but the failure to do so shall not affect the
validity, enforceability and binding effect of this Acknowledgement.



[Remainder of page intentionally left blank.]




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     DATED as of the date first above written.



	 	 	 	 	 	 	 
	 	 	CONTRACTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Address for Notices:
	 	 	 	 	 	 
	                                        
	 	 	 	 	 	 
	                                        

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	                                        

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	                                        

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	                                        

	 	 	 	 	 	 
	                                        

	 	 	 	 	 	 
	                                        

	 	 	 	 	 	 






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Exhibit A to Exhibit Q




Construction Contract




[A true, correct and complete copy of the

Construction Contract follows this cover page.]




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EXHIBIT R




FORM OF SELLER ESTOPPEL




	 	 	 
	To:

	 	___, the purchaser of the Building (as defined below) and
its lenders, and their respective successors and assigns
(collectively, “Purchaser”)
The undersigned hereby certifies to Purchaser and agrees as follows:






     1. ___, a ___ (“Tenant”), is the tenant under that certain Lease
Agreement (the “Lease”) by and between Tenant and the undersigned (“Landlord”), dated
___, affecting space in the building known as ___, located at
___ (the “Building”). A true, correct and complete copy of the Lease,
including any amendments or modifications thereto, is attached hereto as Exhibit A.



     2. The Lease commenced on ___.



     3. The Lease expires on ___. Tenant has no option or other right to extend the
term of the Lease except as set forth in the attached Lease.



     4. Tenant has accepted and is occupying the entire premises demised to it under the Lease (the
“Premises”), and all improvements to the Premises required by the Lease have been completed by
Landlord in accordance with the Lease. There are no tenant improvement or other allowances that
remain unpaid except as follows: ___. Tenant is in physical occupancy of the
entire Premises.



     5. No rents, additional rents, percentage rents or other sums or charges have been paid more
than one (1) month in advance. Tenant’s current monthly base rent under the Lease is
$___, and rent has been paid through ___, 2006.



     6. To Landlord’s knowledge, Tenant has no defenses to or offsets against the enforcement of
the Lease or any provision thereof by Landlord. To Landlord’s knowledge, Tenant is not in default
under the terms of its Lease.



     7. Tenant has deposited $___ as a security deposit with Landlord pursuant to the
terms of the Lease.



     8. Landlord has not agreed to grant Tenant any free rent or rent rebate except as set forth in
the Lease.



     9. To Landlord’s knowledge, Tenant has not assigned the Lease and has not subleased the
Premises or any part thereof.



     10. Tenant has no option or right to purchase the Building.



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     11. The Lease is in full force and effect.



          Landlord acknowledges that Purchaser (including any parties providing financing for the
purchase) will, and will be entitled to, rely on the truth and accuracy of this Certificate in
purchasing the Building from Landlord pursuant to that certain Purchase and Sale Agreement between
Purchaser and Landlord, dated as of _______ (as the same may be amended from time to
time, the “Purchase Agreement”). Notwithstanding the foregoing, in the event that Landlord
delivers a Conforming Tenant Estoppel Certificate from Tenant (the “Tenant Estoppel”) after the
date hereof, or receives any other replacement Conforming Tenant Estoppel Certificate as provided
in Section 8.3 of the Purchase Agreement, then this Certificate shall thereafter be void.




     The statements set forth in this Certificate (i) shall survive for a period of one (1) year
from and after the Closing (as defined in Section 9.1 of the Purchase Agreement) and (ii) shall not
be subject to the aggregate “floor” and Liability Cap (as defined in Section 5.8 of the Purchase
Agreement). The amount of any claim made by Purchaser under this Certificate shall not be included
in the Liability Cap or otherwise have the effect of reducing Purchaser’s right to bring a claim
against Landlord for a breach of its representations and warranties under the Agreement.



     As used in this Certificate, references to the “knowledge” of Landlord shall have the same
meaning as the “knowledge of Seller” defined in Section 5.7 of the Purchase Agreement.



Dated as of:                                        




	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	 	 	[KAN AM ENTITY]
	 
	 	 	 	 
	 

	 	By:
	 	                                                            
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 

	 	By:
	 	                                                            
	 

	 	 	 	Name:
	 

	 	 	 	Title:






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EXHIBIT A

TO EXHIBIT R

LEASE




[To be attached]




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EXHIBIT S




COMMISSION AGREEMENT SCHEDULE



Commission Agreement by and between Kan Am Grund Kapitalanlagegesellschaft mbH by and through Buck
Management Group, LLC, its duly-authorized agent, and Trammell Crow Company, dated January 31,
2006, relating to tenant Harrison & Held



Exclusive Lease Agency Agreement by and between Kan Am Grund Kapitalanlagegesellschaft mbH and
Stone Real Estate Corp., dated September 31, 2005, relating to the retail space known as Suite 0080



Leasing Agreement by and between Kan Am Grund Kapitalanlagegesellschaft mbH and Buck Management
Group, LLC, dated August 16, 2004 **



 



** Leasing Agreement will be terminated at Closing pursuant to Section 5.3(c) of this Agreement,
but certain commissions may be due from and after Closing. Any such commissions shall be paid as
set forth in Section 5.3(c) hereof.




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EXHIBIT T




FORM OF REPRESENTATION LETTER




Date, 2006




Deloitte & Touche, LLP

333 Clay Street, Suite 2300

Houston, Texas 77002



We are providing this letter in connection with your audits of the statements of revenues and
certain operating expenses of the properties located at XX (“the Properties”) for the years ended
December 31, 200X, 200X and 200X [NOTE: Representations shall be limited only to Kan Am Grund’s
period of ownership] for the purpose of expressing an opinion as to whether the statements of
revenues and certain operating expenses presents fairly, in all material respects, revenues and
certain operating expenses of the Properties in conformity with accounting principles generally
accepted in the United States of America.



We confirm that we are responsible for the design and implementation of programs and controls to
prevent and detect fraud.



Certain representations in this letter are described as being limited to matters that are material.
Items are considered material, regardless of size, if they involve an omission or misstatement of
accounting information that, in light of surrounding circumstances, makes it probable that the
judgment of a reasonable person relying on the information would be changed or influenced by the
omission or misstatement.



We confirm, to the best of our knowledge and belief, the following representations made to you
during your audits.





	 	1.	 	The general ledger details provided to you were generated from our general ledger and
are complete and accurate in all material respects for the years ended December 31, 200X,
200X and 200X and for the XX months ended XX, 200X [NOTE: Representations shall be limited
only to Kan Am Grund’s period of ownership].
	 
	 	2.	 	With respect to Kan Am Grund’s period of ownership, we have no knowledge of any fraud
or suspected fraud affecting the Properties involving (1) management, (2) employees who
have significant roles in the Properties’ internal control (3) others where the fraud
could have a material effect on the financial statements.
	 
	 	3.	 	With respect to Kan Am Grund’s period of ownership, we have no knowledge of any
allegations of fraud or suspected fraud affecting the Properties received in
communications from employees, former employees or others.
	 
	 	4.	 	With respect to Kan Am Grund’s period of ownership, there have been no





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communications from regulatory agencies concerning noncompliance with or deficiencies in
financial reporting practices.


Except where otherwise stated below, matters less than XX collectively are not considered to be
exceptions that require disclosure for the purpose of the following representations. This amount
is not necessarily indicative of amounts that would require adjustment to, or disclosure in, the
statements of revenues and certain expenses.





	 	5.	 	With respect to Kan Am Grund’s period of ownership, to the extent applicable
related-party transactions including sales, and leasing arrangements have been properly
recorded or disclosed in the statements of revenues and certain operating expenses.
	 
	 	6.	 	With respect to Kan Am Grund’s period of ownership, there are no transactions that
have not been properly recorded in the accounting records underlying the statements of
revenues and certain operating expenses.
	 
	 	7.	 	With respect to Kan Am Grund’s period of ownership, we have complied with all aspects
of contractual agreements that would have an effect on the statements of revenues and
certain operating expenses in the event of noncompliance.
	 
	 	8.	 	With respect to Kan Am Grund’s period of ownership, no events have occurred
subsequent to December 31, 200X that require consideration as adjustments to, or
disclosures in, the statements of revenues and certain operating expenses.





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