exv10w57



 







Exhibit 10.57




AGREEMENT OF SALE AND PURCHASE




BETWEEN




321 NORTH CLARK REALTY L.L.C.




as Seller




AND




HINES REIT PROPERTIES, L.P.




as Purchaser




pertaining to




321 NORTH CLARK




EXECUTED EFFECTIVE AS OF




March 23, 2006





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	Section 1.2 References; Exhibits and Schedules
	 	 	6	 
	 
	 	 	 	 
	ARTICLE II AGREEMENT OF PURCHASE AND SALE
	 	 	6	 
	 
	 	 	 	 
	Section 2.1 Agreement
	 	 	6	 
	Section 2.2 Indivisible Economic Package
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III CONSIDERATION
	 	 	7	 
	 
	 	 	 	 
	Section 3.1 Purchase Price
	 	 	7	 
	Section 3.2 Assumption of Obligations
	 	 	7	 
	Section 3.3 Method of Payment of Purchase Price
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS
	 	 	8	 
	 
	 	 	 	 
	Section 4.1 The Deposit
	 	 	8	 
	Section 4.2 Escrow Instructions
	 	 	8	 
	Section 4.3 Documents Deposited into Escrow
	 	 	8	 
	Section 4.4 Close of Escrow
	 	 	8	 
	Section 4.5 Termination Notices
	 	 	9	 
	Section 4.6 Indemnification of Title Company
	 	 	9	 
	Section 4.7 Maintenance of Confidentiality by Title Company
	 	 	10	 
	Section 4.8 Investment of Earnest Money Deposit
	 	 	10	 
	Section 4.9 Designation of Reporting Person
	 	 	10	 
	 
	 	 	 	 
	ARTICLE V INSPECTION OF PROPERTY
	 	 	11	 
	 
	 	 	 	 
	Section 5.1 Entry and Inspection
	 	 	11	 
	Section 5.2 Document Review
	 	 	11	 
	Section 5.3 Sale “As Is”
	 	 	12	 
	Section 5.4 Purchaser’s Release of Seller
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VI TITLE AND SURVEY MATTERS
	 	 	14	 
	 
	 	 	 	 
	Section 6.1 Survey
	 	 	14	 
	Section 6.2 Title Commitment
	 	 	14	 
	 
	 	 	 	 
	ARTICLE VII INTERIM OPERATING COVENANTS AND ESTOPPELS
	 	 	16	 
	 
	 	 	 	 
	Section 7.1 Interim Operating Covenants
	 	 	16	 
	Section 7.2 Estoppels
	 	 	17	 
	Section 7.3 Appraisals
	 	 	18	 
	Section 7.4 Cooperation with Purchaser’s Auditors and SEC Filing Requirements
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VIII REPRESENTATIONS AND WARRANTIES
	 	 	19	 
	 
	 	 	 	 
	Section 8.1 Seller’s Representations and Warranties
	 	 	19	 






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	Section 8.2 Purchaser’s Representations and Warranties
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IX CONDEMNATION AND CASUALTY
	 	 	21	 
	 
	 	 	 	 
	Section 9.1 Significant Casualty
	 	 	21	 
	Section 9.2 Casualty of Less Than a Significant Portion
	 	 	22	 
	Section 9.3 Condemnation of Property
	 	 	22	 
	 
	 	 	 	 
	ARTICLE X CLOSING
	 	 	23	 
	 
	 	 	 	 
	Section 10.1 Closing
	 	 	23	 
	Section 10.2 Purchaser’s Closing Obligations
	 	 	23	 
	Section 10.3 Seller’s Closing Obligations
	 	 	23	 
	Section 10.4 Prorations
	 	 	25	 
	Section 10.5 Delivery of Real Property
	 	 	28	 
	Section 10.6 Costs of Title Company and Closing Costs
	 	 	28	 
	Section 10.7 Post-Closing Delivery of Tenant Notice Letters
	 	 	29	 
	Section 10.8 Illinois Tax Withholding
	 	 	29	 
	Section 10.9 City of Chicago Tax Withholding
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XI BROKERAGE
	 	 	30	 
	 
	 	 	 	 
	Section 11.1 Brokers
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XII
	 	 	30	 
	 
	 	 	 	 
	Section 12.1 Intentionally Deleted
	 	 	30	 
	 
	 	 	 	 
	ARTICLE XIII REMEDIES
	 	 	31	 
	 
	 	 	 	 
	Section 13.1 Default by Seller
	 	 	31	 
	Section 13.2 DEFAULT BY PURCHASER
	 	 	32	 
	Section 13.3 Consequential and Punitive Damages
	 	 	32	 
	 
	 	 	 	 
	ARTICLE XIV NOTICES
	 	 	32	 
	 
	 	 	 	 
	Section 14.1 Notices
	 	 	32	 
	 
	 	 	 	 
	ARTICLE XV ASSIGNMENT AND BINDING EFFECT
	 	 	34	 
	 
	 	 	 	 
	Section 15.1 Assignment; Binding Effect
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XVI PROCEDURE FOR INDEMNIFICATION AND LIMITED SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	34	 
	 
	 	 	 	 
	Section 16.1 Survival of Representations, Warranties and Covenants
	 	 	34	 
	 
	 	 	 	 
	ARTICLE XVII MISCELLANEOUS
	 	 	35	 
	 
	 	 	 	 
	Section 17.1 Waivers
	 	 	35	 
	Section 17.2 Recovery of Certain Fees
	 	 	35	 
	Section 17.3 Time of Essence
	 	 	36	 
	Section 17.4 Construction
	 	 	36	 






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	Section 17.5 Counterparts
	 	 	36	 
	Section 17.6 Severability
	 	 	36	 
	Section 17.7 Entire Agreement
	 	 	36	 
	Section 17.8 Governing Law
	 	 	36	 
	Section 17.9 No Recording
	 	 	37	 
	Section 17.10 Further Actions
	 	 	37	 
	Section 17.11 No Other Inducements
	 	 	37	 
	Section 17.12 Exhibits
	 	 	37	 
	Section 17.13 No Partnership
	 	 	37	 
	Section 17.14 Limitations on Benefits
	 	 	37	 
	Section 17.15 Exculpation
	 	 	37	 






	 	 	 
	EXHIBITS	 	 
	 
	Exhibit A

	 	Legal Description
	Exhibit B

	 	Personal Property
	Exhibit C

	 	Operating Contracts
	Exhibit D-1

	 	Major Tenants
	Exhibit D-2

	 	Form of Tenant Estoppel Certificate
	Exhibit E

	 	Inspection Agreement
	Exhibit F

	 	Lawsuits
	Exhibit G

	 	List of Tenant Leases
	Exhibit H

	 	Leasing Costs
	Exhibit I

	 	Non-Foreign Entity Certification
	Exhibit J

	 	General Conveyance, Bill of Sale, Assignment and Assumption
	Exhibit K

	 	Form of Special Warranty Deed
	Exhibit L

	 	Commitment
	Exhibit M-1

	 	Form of Westin Estoppel with respect to Easement and Operating Agreement
	Exhibit M-2

	 	Form of Westin Estoppel with respect to Parking Agreement
	Exhibit N

	 	Tax Appeals
	Exhibit O

	 	Form of ALTA Statement
	Exhibit P

	 	Indemnity Agreement Re: Section 902(d)
	Exhibit Q

	 	Indemnity Agreement Re: Section 3-1-140






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AGREEMENT OF SALE AND PURCHASE




          THIS
AGREEMENT OF SALE AND PURCHASE (this “Agreement”) is entered into and effective for all
purposes as of March 23, 2006 (the “Effective Date”), by and between 321 NORTH CLARK REALTY, L.L.C,
a Delaware limited liability company (“Seller”), and HINES REIT PROPERTIES, L.P., a Delaware
limited partnership (“Purchaser”).




          In consideration of the mutual promises, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows:




ARTICLE I

DEFINITIONS




     Section 1.1 Definitions. For purposes of this Agreement, the following capitalized
terms have the meanings set forth in this Section 1.1:



          “ALTA Statement” has the meaning ascribed to such term in Section 10.2(e).




          “Act” has the meaning ascribed to such term in Section 10.8.




          “Affiliate” means any person or entity that directly, or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with Purchaser or Seller, as
the case may be. For the purposes of this definition, “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person
or entity, whether through the ownership of voting securities, by contract or otherwise, and the
terms “controlling” and “controlled” have the meanings correlative to the foregoing.




          “Agreement” has the meaning ascribed to such term in the opening paragraph.




          “Appraisals” has the meaning ascribed to such term in Section 7.3.




          “Authorities” means the various governmental and quasi-governmental bodies or agencies having
jurisdiction over Seller, the Real Property or the Improvements (or any portion thereof).




          “Broker” has the meaning ascribed to such term in Section 11.1.




          “Business Day” means any day other than a Saturday, Sunday or a day on which national banking
associations are authorized or required to close in the State of Illinois.




          “CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of
1980 (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments and Reauthorization Act of
1986 (42 U.S.C. § 9601 et seq.), as the same may be amended.




          “Certificate as to Foreign Status” has the meaning ascribed to such term in Section 10.3(d).




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          “Certifying Party” has the meaning ascribed to such term in Section 4.5.




          “City Code Bulk Sales Ordinance” has the meaning ascribed to such term in Section 10.9.




          “Closing” means the consummation of the purchase and sale of the Property contemplated by this
Agreement, as provided for in Article X.




          “Closing Date” means the date on which the Closing occurs, which date will be the date which
is thirty (30) days after the Effective Date or such earlier Business Day designated by Purchaser
in a written notice to Seller at least three (3) Business Days prior to the desired new Closing
Date.




          “Closing Documents” means the documents referred to in Section 10.3 executed by Seller at
Closing.




          “Closing Statement” has the meaning ascribed to such term in Section 10.4(a).




          “Closing Surviving Obligations” means the covenants, rights, liabilities and obligations set
forth in Sections 3.2, 4.9, 5.2, 5.3, 5.4, 7.4, 8.1 (subject to Section 16.1), 8.2, 10.4 (subject
to the limitations therein), 10.6, 10.7, 11.1, 13.3, 14.1 and 16.1 and Article XVII.




          “Closing Time” has the meaning ascribed to such term in Section 10.4(a).




          “Code” has the meaning ascribed to such term in Section 4.4(a).




          “Commitment” has the meaning ascribed to such term in Section 6.2(a).




          “Deed” has the meaning ascribed to such term in Section 10.3(a).




          “Delinquent” has the meaning ascribed to such term in Section 10.4(b).




          “Deposit” has the meaning ascribed to such term in Section 4.1.




          “Deposit Time” means 10:00 a.m. Central Standard Time on the Closing Date.




          “Documents” has the meaning ascribed to such term in Section 5.2(a).




          “Earnest Money Deposit” has the meaning ascribed to such term in Section 4.1.




          “Effective Date” has the meaning ascribed to such term in the opening paragraph of this
Agreement.




          “Environmental Laws” means all federal, state and local environmental laws, rules, statutes,
directives, binding written interpretations, binding written policies, ordinances and regulations
issued by any Authorities and in effect as of the date of this Agreement with respect to or which
otherwise pertain to or affect (i) the Real Property or the Improvements (or any portion thereof),
(ii) the use, ownership, occupancy or operation of the Real Property or the Improvements (or any
portion thereof), (iii) Seller, or (iv) Purchaser, and as same have been




2









 







amended, modified or supplemented from time to time prior to and are in effect as of the date
of this Agreement, including but not limited to CERCLA, the Hazardous Substances Transportation Act
(49 U.S.C. § 1802 et seq.), RCRA, the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the
Safe Drinking Water Act (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.),
the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community
Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research
Act (42 U.S.C. § 7401 note, et seq.), comparable state and local laws, and any and all rules and
regulations which are in effect as of the date of this Agreement under any and all of the
aforementioned laws.




          “Escrow Instructions” has the meaning ascribed to such term in Section 4.2.




          “Existing Survey” has the meaning ascribed to such term in Section 6.1.




          “Gap Notice” has the meaning ascribed to such term in Section 6.2(b).




          “General Conveyance” has the meaning ascribed to such term in Section 10.2(b).




          “Governmental Regulations” means all laws, ordinances, rules and regulations of the
Authorities applicable to Seller or Seller’s use and operation of the Real Property or the
Improvements or any portion thereof.




          “Hazardous Substances” means all (a) electromagnetic waves, urea formaldehyde foam insulation
and transformers or other equipment that contains dielectric fluid containing polychlorinated
biphenyls of 50 ppm or greater, (b) any solid, liquid, gaseous or thermal contaminant, including
smoke vapor, soot, fumes, acids, alkalis, chemicals, waste, petroleum products or byproducts,
asbestos, PCBs, phosphates, lead or other heavy metals, chlorine, or radon gas, (c) any solid or
liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances,
hazardous chemical substances and mixtures, toxic substances, pollutants and contaminants, as such
terms are defined in any Environmental Law, including, without limitation CERCLA, RCRA, the
National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Hazardous Substances
Transportation Act, the Toxic Substances Control Act, the Clean Water Act (33 U.S.C. § 1321 et
seq.), the Clean Air Act, the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), as such
Environmental Laws have been amended and/or supplemented from time to time prior to the date of
this Agreement, and any and all rules and regulations promulgated under any of the above, and (d)
any other chemical, material or substance, the use or presence of which, or exposure to the use or
presence of which, is prohibited, limited or regulated by any Environmental Laws, in effect as of
or prior to the date of this Agreement or as the same may be amended or supplemented after the date
of this Agreement.




          “Improvements” means all buildings, structures, fixtures, parking areas and other improvements
owned by Seller and located on the Real Property.




          “Leasing Costs” shall mean leasing commissions, brokerage commissions and tenant improvement
allowances incurred in connection with the lease of space in the Property.




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          “Licenses and Permits” means any and all of Seller’s right, title and interest, to the extent
assignable without the necessity of consent or assignable only with consent and such consent has
been obtained, in and to, collectively, licenses, permits, certificates of occupancy, approvals,
dedications, subdivision maps and entitlements issued, approved or granted by the Authorities prior
to Closing in connection with the Real Property and the Improvements, together with all renewals
and modifications thereof.




          “Major Tenants” means the Tenants listed on Exhibit D-1.




          “New Tenant Costs” has the meaning ascribed to such term in Section 10.4(e).




          “Official Records” means the Official Records of Real Property in the Cook County, Illinois
Recorder’s office.




          “Operating Contracts” means all of Seller’s right, title and interest in and to, collectively,
the service agreements, maintenance contracts, equipment leasing agreements, leasing commission
agreements, warranties, guarantees, bonds and other contracts for the provision of labor, services,
materials or supplies relating solely to the Real Property, Improvements or Personal Property and
under which Seller is currently paying for services rendered in connection therewith, as listed on
Exhibit C attached hereto, together with any and all renewals, supplements, amendments and
modifications thereof, and any and all new such agreements entered into after the Effective Date,
to the extent permitted by Section 7.1(f), except that any existing management agreements will be
terminated at Closing and are excluded from such term.




          “Operating Expenses” has the meaning ascribed to such term in Section 10.4(c).




          “Other Party” has the meaning ascribed to such term in Section 4.5.




          “Permitted Exceptions” has the meaning ascribed to such term in Section 6.2(c).




          “Personal Property” means all of Seller’s right, title and interest in and to, collectively,
the equipment, appliances, tools, supplies, machinery, furnishings and other tangible personal
property attached to, appurtenant to, located in and used exclusively by Seller in connection with
its ownership or operation of the Improvements and described on Exhibit B attached hereto.




          “Property” has the meaning ascribed to such term in Section 2.1.




          “Proration Items” has the meaning ascribed to such term in Section 10.4(a).




          “Purchase Price” has the meaning ascribed to such term in Section 3.1.




          “Purchaser” has the meaning ascribed to such term in the opening paragraph of this Agreement.




          “Purchaser Costs” has the meaning ascribed to such term in Section 13.1.




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          “Purchaser Leasing Costs Obligations” has the meaning ascribed to such term in Section
10.4(e).




          “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), as amended
by the Hazardous and Solid Wastes Amendments of 1984, and as further amended.




          “Real Property” means those certain parcels of or interests in real property located at 321
North Clark, Chicago, Illinois, as more particularly described on Exhibit A attached hereto
and made a part hereof, together with all of Seller’s right, title and interest, if any, in and to
the appurtenances pertaining thereto, including but not limited to Seller’s right, title and
interest in and to the streets, alleys and right-of-ways which abut such real property, and any
easement rights, air rights, subsurface rights, development rights and water rights appurtenant to
such real property.




          “Rentals” has the meaning ascribed to such term in Section 10.4(b), and some may be
“Delinquent” in accordance with the meaning ascribed to such term in Section 10.4(b).




          “Reporting Person” has the meaning ascribed to such term in Section 4.9(a).




          “Seller” has the meaning ascribed to such term in the opening paragraph of this Agreement.




          “Seller Released Parties” has the meaning ascribed to such term in Section 5.4(a).




          “Seller Leasing Costs Obligations” has the meaning ascribed to such term in Section 10.4(f).




          “Significant Portion” means damage by fire or other casualty to the Real Property and the
Improvements or a portion thereof (a) requiring repair costs in excess of Two Million and No/100
Dollars ($2,000,000.00) as such repair costs are reasonably estimated by Seller and Purchaser, (b)
constituting a basis for any Major Tenant under a Tenant Lease to terminate its lease (unless such
right to terminate is waived or not timely exercised), or (c) which will result in rent abating
under Tenant Leases after the Closing in excess of rental loss insurance proceeds that would be
paid to Purchaser after Closing.




          “Tenant Deposits” means, collectively, any and all security deposits, paid or deposited by the
Tenants pursuant to the Tenant Leases, which have not been applied to obligations under the Tenant
Leases (together with any interest which has accrued thereon, but only to the extent such interest
has accrued for the account of the respective Tenants).




          “Tenant Leases” means the following pertaining to the Improvements: (i) any and all written
leases, rental agreements, occupancy agreements and license agreements (and any and all written
renewals, amendments, modifications and supplements thereto) entered into on or prior to the
Effective Date and in full force and effect, (ii) any and all new written leases, rental
agreements, occupancy agreements and license agreements entered into after the Effective Date and
prior to the Closing Date and (iii) any and all new written renewals, amendments,

5









 








modifications and supplements to any of the foregoing entered into after the Effective Date
and prior to the Closing Date, and, as to (ii) and (iii) only, to the extent approved by Purchaser
pursuant to Section 7.1(e) to the extent such approval is required under Section 7.1(e). Tenant
Leases will not include subleases, franchise agreements or similar occupancy agreements entered
into by Tenants which, by their nature, are subject to Tenant Leases.




          “Tenant Notice Letters” means the notice letters to be delivered by Purchaser to Tenants
pursuant to Section 10.7.




          “Tenants” means all persons or entities leasing, renting or occupying space within the
Improvements pursuant to the Tenant Leases, but expressly excludes any subtenants, licensees,
concessionaires, franchisees or other persons or entities whose occupancy is derived through
Tenants.




          “Termination Surviving Obligations” means the rights, liabilities and obligations set forth in
Sections 4.5, 4.6, 5.3, 5.4 and 11.1, and Articles XIII and XVII.




          “Title Company” means LandAmerica National Commercial Services, 10 South LaSalle Street, Suite
2500, Chicago, Illinois 60603, Attention: Lawrence R. Vaughn, Phone: (312) 558-1600.




          “Title Policy” has the meaning ascribed to such term in Section 6.2(a).




          “To Seller’s Knowledge” means the present actual (as opposed to constructive or imputed)
knowledge solely of Tom Darcy, Lance Knez and Dennis Keyes, without any independent investigation
or inquiry whatsoever. Such individuals are named in this Agreement solely for the purpose of
establishing the scope of Seller’s knowledge. Such individuals shall not be deemed to be parties
to this Agreement nor to have made any representations or warranties hereunder, and no recourse
shall be had to such individuals for any of Seller’s representations and warranties hereunder (and
Purchaser hereby waives any liability of or recourse against such individuals).




          “Westin Estoppels” has the meaning ascribed to such term in Section 7.2(b).




     Section 1.2 References; Exhibits and Schedules. Except as otherwise specifically
indicated, all references in this Agreement to Articles or Sections refer to Articles or Sections
of this Agreement, and all references to Exhibits or Schedules refer to Exhibits or Schedules
attached hereto, all of which Exhibits and Schedules are incorporated into, and made a part of,
this Agreement by reference. The words “herein,” “hereof,” “hereinafter” and words and phrases of
similar import refer to this Agreement as a whole and not to any particular Section or Article.



ARTICLE II

AGREEMENT OF PURCHASE AND SALE




     Section 2.1 Agreement. Seller hereby agrees to sell, convey and assign to Purchaser,
and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date and subject to
the terms and conditions of this Agreement, all of the following (collectively, the “Property"):



6









 





          (a) the Real Property;




          (b) the Improvements;




          (c) the Personal Property;




          (d) any and all of Seller’s right, title and interest as lessor in and to the Tenant Leases
and, subject to the terms of the respective applicable Tenant Leases, the Tenant Deposits; and




          (e) any and all of Seller’s right, title and interest in and to the Operating Contracts and
the Licenses and Permits, in each case to the extent assignable without the necessity of consent or
approval and, if consent or approval is required, to the extent any necessary consent or approval
has been obtained.




     Section 2.2 Indivisible Economic Package. Purchaser has no right to purchase, and
Seller has no obligation to sell, less than all of the Property, it being the express agreement and
understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to
enter into this Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all of
the Property, subject to and in accordance with the terms and conditions hereof.



ARTICLE III

CONSIDERATION




     Section 3.1 Purchase Price. The purchase price for the Property (the “Purchase
Price") will be Two Hundred Forty-Seven Million Three Hundred Eight Thousand One Hundred
Fifty-Three and 48/100 ($247,308,153.48) in lawful currency of the United States of America,
payable as provided in Section 3.3. If, however, Seller pays any of the Leasing Costs set forth on
Exhibit H attached hereto prior to Closing and provides Purchaser reasonably satisfactory
evidence of such payment, then the Purchase Price shall be increased by the amount so paid by
Seller.



     Section 3.2 Assumption of Obligations. As additional consideration for the sale and
purchase of the Property, effective as of Closing, Purchaser will be deemed to have, and by virtue
of closing the purchase of the Property, Purchaser shall have assumed and agreed to perform, pay,
discharge, observe and comply with, as applicable, (i) all of the covenants, liabilities, duties,
debts, obligations and responsibilities of Seller pursuant to the Tenant Leases and the Operating
Contracts assigned to Purchaser and which accrue on or after the Closing Date, and (ii) any
Purchaser Leasing Costs Obligations. Purchaser hereby indemnifies, defends, and holds Seller and
its Affiliates harmless from and against any and all claims, liens, damages, demands, causes of
action, liabilities, lawsuits, judgments, losses, costs and expenses (including without limitation,
reasonable attorneys’ fees and expenses) asserted against or incurred by Seller and arising out of
the failure of Purchaser to perform its obligations pursuant to this Section 3.2. The provisions
of this Section 3.2 shall fully survive the Closing without limitation.



     Section 3.3 Method of Payment of Purchase Price. No later than the Deposit Time,
Purchaser will deposit in escrow with the Title Company the Purchase Price (subject to adjustments
described in Section 10.4), together with all other costs and amounts to be paid by



7









 




Purchaser at Closing pursuant to the terms of this Agreement, by Federal Reserve wire transfer
of immediately available funds to an account to be designated by the Title Company. No later than
11:00 a.m. Central Standard Time on the Closing Date: (a) Purchaser will cause the Title Company to
(i) pay to Seller by Federal Reserve wire transfer of immediately available funds to an account to
be designated by Seller, the Purchase Price (subject to adjustments described in Section 10.4),
less any costs or other amounts to be paid by Seller at Closing pursuant to the terms of this
Agreement, and (ii) pay to all appropriate payees the other costs and amounts to be paid by
Purchaser at Closing pursuant to the terms of this Agreement; and (b) Seller will direct the Title
Company to pay to the appropriate payees out of the proceeds of Closing payable to Seller, all
costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement.




ARTICLE IV

EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS




     Section 4.1 The Deposit. Within three (3) days of the Effective Date, Purchaser shall
deposit with the Title Company, in good funds immediately collectible by the Title Company, the sum
of Ten Million and No/100 Dollars ($10,000,000.00) (the “Deposit"), which will be held in escrow by
the Title Company pursuant to the terms of this Agreement. The Deposit plus all interest earned
thereon shall be the “Earnest Money Deposit” for purposes of this Agreement.



     Section 4.2 Escrow Instructions. Article IV of this Agreement constitutes the escrow
instructions of Seller and Purchaser to the Title Company with regard to the Earnest Money Deposit
and the Closing (the “Escrow Instructions"). By its execution of the joinder attached hereto, the
Title Company agrees to be bound by the provisions of this Article IV.



Section 4.3 Documents Deposited into Escrow. On or before the Deposit Time,




          (a) Purchaser will cause the difference between the Purchase Price and the Earnest Money
Deposit (subject to the prorations and adjustments provided for in this Agreement) to be
transferred to the Title Company’s escrow account, in accordance with the timing and other
requirements of Section 3.3;




          (b) Purchaser will deliver in escrow to the Title Company the documents described and provided
for in Section 10.2(b), (c), (d), (e), (f) and (g) below; and




          (c) Seller will deliver in escrow to the Title Company the documents described and provided
for in Section 10.3(a), (b), (c), (d), (e), (f), (g), (k), (l), (m) and (n) below.




     Section 4.4 Close of Escrow. Provided that the Title Company has not received from
Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or
if such a notice has been previously received, provided that the Title Company has received from
such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents
required by Section 4.3, the Title Company will:



8









 





          (a) If applicable and when required, file with the Internal Revenue Service (with copies to
Purchaser and Seller) the reporting statement required under section 6045(e) of the Internal
Revenue Code of 1986, as amended (the “Code") and Section 4.9;




          (b) Insert the applicable Closing Date as the date of any document delivered to the Title
Company undated, and assemble counterparts into single instruments;




          (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in
accordance with wiring instructions to be obtained by the Title Company from Seller, the Purchase
Price as adjusted in accordance with the provisions of this Agreement;




          (d) Deliver the Deed to Purchaser by agreeing to cause same to be recorded in the Official
Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and
to Seller following recording (the parties hereby acknowledging that the actual recording of the
Deed and delivery of conformed copies may actually occur following Closing, as contemplated in
Section 10.1 below);




          (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement;




          (f) Deliver to Seller, in addition to Seller’s Closing proceeds, all documents deposited with
the Title Company for delivery to Seller at the Closing; and




          (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to
Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required
to be paid by Purchaser pursuant to this Agreement.




     Section 4.5 Termination Notices. If at any time the Title Company receives a
certificate of either Seller or Purchaser (for purposes of this Section 4.5, the “Certifying
Party”) stating that: (a) the Certifying Party is entitled to receive the Earnest Money Deposit
pursuant to the terms of this Agreement, and (b) a copy of the certificate was delivered as
provided herein to the other party (for purposes of this
Section 4.5, the “Other Party”) prior to
or contemporaneously with the giving of such certificate to the Title Company, then, (i) within two
(2) Business Days of the Title Company’s receipt of such certificate, the Title Company shall send
a copy of such certificate to the Other Party; and (ii) unless the Title Company has then
previously received, or receives within ten (10) Business Days after receipt of the Certifying
Party’s certificate, contrary instructions from the Other Party, the Title Company, within one (1)
Business Day after the expiration of the foregoing ten (10) Business Day period, will deliver the
Earnest Money Deposit to the Certifying Party, and thereupon the Title Company will be discharged
and released from any and all liability hereunder. If the Title Company receives contrary
instructions from the Other Party within ten (10) Business Days following the Title Company’s
receipt of said certificate, the Title Company will not so deliver the Earnest Money Deposit, but
will continue to hold the same pursuant hereto, subject to Section 4.6.



     Section 4.6 Indemnification of Title Company. If this Agreement or any matter
relating hereto becomes the subject of any litigation or controversy, Purchaser and Seller jointly
and severally, will hold Title Company free and harmless from any loss or expense, including



9









 




reasonable attorneys’ fees, that may be suffered by it by reason thereof other than as a
result of Title Company’s gross negligence or willful misconduct. In the event conflicting demands
are made or notices served upon Title Company with respect to this Agreement, or if there is
uncertainty as to the meaning or applicability of the terms of this Agreement or the Escrow
Instructions, Purchaser and Seller expressly agree that the Title Company will be entitled to file
a suit in interpleader and to obtain an order from the court requiring Purchaser and Seller to
interplead and litigate their several claims and rights among themselves. Upon the filing of the
action in interpleader and the deposit of the Earnest Money Deposit into the registry of the court,
the Title Company will be fully released and discharged from any further obligations imposed upon
it by this Agreement.




     Section 4.7 Maintenance of Confidentiality by Title Company. Except as may otherwise
be required by law or by this Agreement, the Title Company will maintain in strict confidence and,
without the prior written consent of Purchaser and Seller in each instance, will not disclose to
anyone the existence of this Agreement, the identity of the parties hereto, the amount of the
Purchase Price, the provisions of this Agreement or any other information concerning the
transactions contemplated hereby.



     Section 4.8 Investment of Earnest Money Deposit. Title Company will invest and
reinvest the Earnest Money Deposit, at the instruction and sole election of Purchaser, only in (a)
bonds, notes, Treasury bills or other securities constituting direct obligations of, or guaranteed
by the full faith and credit of, the United States of America, and in no event maturing beyond the
Closing Date, or (b) an interest-bearing account at a commercial bank mutually acceptable to
Seller, Purchaser and Title Company. The investment of the Earnest Money Deposit will be at the
sole risk of Purchaser and no loss on any investment will relieve Purchaser of its obligations to
pay to Seller as liquidated damages the original amount of the Earnest Money Deposit as provided in
Article XIII, or of its obligation to pay the Purchase Price. All interest earned on the Earnest
Money Deposit prior to the payment of the Earnest Money Deposit to Purchaser or Seller pursuant to
this Agreement will be the property of Purchaser and will be reported to the Internal Revenue
Service as income of Purchaser. Purchaser will provide the Title Company with a taxpayer
identification number and will pay all income taxes due by reason of interest accrued on the
Earnest Money Deposit.



     Section 4.9 Designation of Reporting Person. In order to assure compliance with the
requirements of section 6045 of the Code, and any related reporting requirements of the Code, the
parties hereto agree as follows:



          (a) The
Title Company (for purposes of this Section 4.9, the
“Reporting Person”), by its
execution hereof, hereby assumes all responsibilities for information reporting required under
section 6045(e) of the Code.




          (b) Seller and Purchaser each hereby agree:





          (i) to provide to the Reporting Person all information and certifications regarding
such party, as reasonably requested by the Reporting Person or otherwise required to be
provided by a party to the transaction described herein under section 6045 of the Code; and



10









 






          (ii) to provide to the Reporting Person such party’s taxpayer identification number and
a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on
any other form the applicable current or future Code sections and regulations might require
and/or any form requested by the Reporting Person), signed under penalties of perjury,
stating that the taxpayer identification number supplied by such party to the Reporting
Person is correct.



          (c) Each party hereto agrees to retain this Agreement for not less than four years from the
end of the calendar year in which Closing occurred, and to produce it to the Internal Revenue
Service upon a valid request therefor.




          (d) The addresses for Seller and Purchaser are as set forth in Section 14.1 hereof, and the
real estate subject to the transfer provided for in this Agreement is described in Exhibit
A.




          (e) The provisions of this Section 4.9 shall survive the Closing.




ARTICLE V

INSPECTION OF PROPERTY




     Section 5.1 Entry and Inspection. Prior to the Closing, Purchaser shall have
inspected and investigated the Property as it deemed necessary. Purchaser shall have the right to
(or to permit any potential lender, investor or third party purchaser to) inspect the Property
provided Purchaser (or any such person or entity) executes an Inspection Agreement substantially in
the form attached hereto as Exhibit E. Purchaser shall not have the right to terminate
this Agreement pursuant to this Section 5.1 as the result of any inspections pursuant to this
Section 5.1; however the foregoing shall not negate any of Purchaser’s termination rights provided
in other sections of this Agreement.



     Section 5.2 Document Review.



          (a) Purchaser expressly acknowledges and confirms that, prior to the Closing, Purchaser and
its authorized agents or representatives shall have reviewed, inspected, examined, analyzed,
verified and photocopied, or had the opportunity to review, inspect, examine, analyze, verify and
photocopy, at either the office of Seller, Seller’s property manager or at the Real Property, the
documents made available or delivered to Purchaser or its representatives (collectively the
“Documents”). Purchaser shall not have the right to terminate this Agreement pursuant to this
Section 5.2 as the result of any inspections pursuant to this Section 5.2; however the foregoing
shall not negate any of Purchaser’s termination rights provided in other sections of this
Agreement.




          (b) Purchaser acknowledges that some of the Documents may have been prepared by third parties
and may have been prepared prior to Seller’s ownership of the Property. Purchaser hereby
acknowledges that, except as expressly provided in Section 8.1 below (as limited by Section 16.1 of
this Agreement), Seller has not made and does not make any representation or warranty regarding the
truth, accuracy or completeness of the Documents or the sources thereof (whether prepared by
Seller, Seller’s Affiliates or any other person or entity).




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Except for any express representations or warranties of Seller contained in Section 8.1 below
or in any of the Closing Documents, Seller has not undertaken any independent investigation as to
the truth, accuracy or completeness of the Documents and is providing the Documents solely as an
accommodation to Purchaser.




     Section 5.3
Sale “As Is”. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN
NEGOTIATED BETWEEN SELLER AND PURCHASER, THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND
PURCHASER, AND PURCHASER HAS CONDUCTED ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY AND THE
DOCUMENTS. OTHER THAN THE SPECIFIC MATTERS REPRESENTED IN SECTION 8.1 HEREOF (AS LIMITED BY
SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, WHICH EXCEPTIONS SHALL APPLY TO
ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION 5.5, PURCHASER HAS NOT RELIED UPON AND WILL NOT
RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION, WARRANTY OR STATEMENT OF SELLER OR
ANY OF SELLER’S AFFILIATES, AGENTS OR REPRESENTATIVES, AND PURCHASER HEREBY ACKNOWLEDGES THAT NO
SUCH REPRESENTATIONS, WARRANTIES OR STATEMENTS HAVE BEEN MADE EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE
CLOSING DOCUMENTS. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY
SECTION 16.1 OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS,
AND NEITHER IT NOR ANY OF ITS AFFILIATES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION,
WARRANTY, STATEMENT OR ASSURANCE WHATSOEVER TO PURCHASER AND NO WARRANTIES, REPRESENTATIONS,
STATEMENTS OR ASSURANCES OF ANY KIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR
RELIED UPON BY PURCHASER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR,
CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING BUT NOT
LIMITED TO (a) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (b) ANY IMPLIED OR EXPRESS
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (c) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS, (d) ANY RIGHTS OF PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM
DIMINUTION OF CONSIDERATION, (e) ANY CLAIM BY PURCHASER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER
KNOWN, OR UNKNOWN, OR LATENT, WITH RESPECT TO THE PROPERTY, (f) THE FINANCIAL CONDITION OR
PROSPECTS OF THE PROPERTY OR THE TENANTS AND (g) THE COMPLIANCE OR LACK THEREOF OF THE PROPERTY
WITH GOVERNMENTAL REGULATIONS, IT BEING THE EXPRESS INTENTION OF SELLER AND PURCHASER THAT, EXCEPT
AS EXPRESSLY SET FORTH TO THE CONTRARY IN SECTION 8.1 OF THIS AGREEMENT (AS LIMITED BY SECTION 16.1
OF THIS AGREEMENT) OR IN ANY OF THE CLOSING DOCUMENTS, THE PROPERTY WILL BE CONVEYED AND
TRANSFERRED TO PURCHASER IN ITS PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS”, WITH
ALL FAULTS. Purchaser represents that it is a knowledgeable, experienced and sophisticated
purchaser of real estate and the other types of interests contemplated to be sold hereunder, and
that it is relying solely on the express representations and



12









 




warranties contained in Section 8.1 of this Agreement (as limited by Section 16.1 of this
Agreement) the Closing Documents and its own expertise and that of Purchaser’s consultants in
purchasing the Property. Prior to the Closing, Purchaser shall have conducted such inspections,
investigations and other independent examinations of the Property and related matters as Purchaser
deems necessary, including but not limited to the physical and environmental conditions thereof,
and will rely upon same and not upon any statements of Seller (excluding the limited specific
matters represented by Seller in Section 8.1 hereof, as limited by Section 16.1 of this Agreement,
and the Closing Documents) or any of its Affiliates, or any of their respective partners, members,
owners, officers, directors, employees, agents, representatives or attorneys. Purchaser
acknowledges that all information obtained by Purchaser was obtained from a variety of sources and
Seller will not be deemed to have represented or warranted the completeness, truth or accuracy of
any of the Documents or other such information heretofore or hereafter furnished to Purchaser
except as expressly stated in Section 8.1 of this Agreement (as limited by Section 16.1 of this
Agreement) or in the Closing Documents. Subject to the express representations and warranties
contained in Section 8.1 of this Agreement (as limited by Section 16.1 of this Agreement), or in
the Closing Documents, upon Closing, Purchaser shall accept the Property subject to adverse
matters, including, but not limited to, adverse physical and environmental conditions, which may
not have been revealed by Purchaser’s inspections and investigations. Purchaser acknowledges and
agrees that upon Closing, except as expressly set forth in Section 8.1 (as limited by Section 16.1
of this Agreement) and in the Closing Documents, Seller will sell and convey to Purchaser, and
Purchaser will accept the Property, “AS IS, WHERE IS,” with all faults. Purchaser further
acknowledges and agrees that there are no oral agreements, warranties or representations,
collateral to or affecting the Property, by Seller, any Affiliate of Seller, any agent of Seller or
its Affiliates or any third party. Seller is not liable or bound in any manner by any oral or
written statements, representations or information pertaining to the Property furnished by any real
estate broker, agent, employee, servant or other person, except as expressly set forth in Section
8.1 (as limited by Section 16.1 of this Agreement) and in the Closing Documents. Purchaser
acknowledges that the Purchase Price reflects the “AS IS, WHERE IS” nature of this sale, and except
as expressly set forth in Section 8.1 (as limited by Section 16.1 of this Agreement) and in the
Closing Documents, includes any faults, liabilities, defects or other adverse matters that may be
associated with the Property. Purchaser, with Purchaser’s counsel, has fully reviewed the
disclaimers and waivers set forth in this Agreement, and understands the significance and effect
thereof. Purchaser acknowledges and agrees that the disclaimers and other agreements set forth
herein are an integral part of this Agreement, and that Seller would not have agreed to sell the
Property to Purchaser for the Purchase Price without the disclaimer and other agreements set forth
in this Agreement. The terms and conditions of this Section 5.3 will expressly survive the Closing
without limitation and will not merge with the provisions of any Closing Documents.




     Section 5.4 Purchaser’s Release of Seller.



          (a) Seller Released From Liability. Subject to the terms of Sections 5.4(b) and (c)
below, Purchaser, on behalf of itself and its Affiliates, and their respective partners, members,
owners, officers, directors, agents, representatives and controlling persons, hereby releases
Seller and Seller’s Affiliates, and their respective partners, members, owners, officers,
directors, agents, representatives and controlling persons (collectively, the “Seller Released
Parties”) from any and all liability, responsibility, claims, damages, losses and expenses arising




13









 







out of or related to the condition (including the presence in the soil, air, structures and
surface and subsurface waters, of Hazardous Substances that have been or may in the future be
determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be
specially treated, handled and/or removed from the Property under current or future federal, state
and local laws, regulations or guidelines), valuation, salability or utility of the Property, or
its suitability for any purpose whatsoever, except to the extent that such responsibility or
liability is the result of the material inaccuracy (if any) of Seller’s representation under
Section 8.1 hereof (as limited by Section 16.1 of this Agreement). Without limiting the foregoing,
but subject to Sections 5.4(b) and (c) below, Purchaser, on behalf of itself and its Affiliates,
and their respective partners, members, owners, officers, directors, agents, representatives and
controlling persons, specifically releases the Seller Released Parties from any and all
responsibility, claims, damages, losses and expenses Purchaser may have against any of the Seller
Released Parties now or in the future arising from the environmental condition of the Property or
the presence of Hazardous Substances or contamination on or emanating from the Property. The
foregoing waivers and releases by Purchaser shall survive, without limitation, either (i) the
Closing and shall not be deemed merged into the provisions of any Closing Documents or (ii) any
termination of this Agreement.




          (b) Limitation on Release and Waiver. Notwithstanding the provisions of Section 5.3
above or this Section 5.4, the releases and waivers and other matters set forth herein shall not,
however, relieve Seller of its liability for: (i) any breach of any express representation or
warranty of Seller contained in Section 8.1 of this Agreement (subject to the limitations of
Section 16.1 of this Agreement) or in any of the Closing Documents; or (ii) any breach by Seller of
its covenants or agreements contained in this Agreement which are Closing Surviving Obligations.




          (c) No Limitation. Nothing contained in this Agreement shall be construed to limit
Purchaser’s right to implead Seller into any lawsuit in which Purchaser has been named by a third
party (which is not an Affiliate of Purchaser) relating to claims that arose or accrued during the
period Seller owned the Property.




          (d) Survival. The provisions of this Section 5.4 shall survive the Closing and shall
not be deemed merged into the Closing Documents.




ARTICLE VI

TITLE AND SURVEY MATTERS




     Section 6.1 Survey. Prior to the execution and delivery of this Agreement, Seller has
delivered to Purchaser a copy of that certain survey of the Real Property, dated November 2, 2005,
prepared by James, Schaeffer & Schimming (the “Existing
Survey”). Seller shall have no obligation
to obtain any modification, update or recertification of the Existing Survey.



     Section 6.2 Title Commitment.



          (a) Prior to the execution and delivery hereof, Purchaser has caused the Title Company to
furnish to Purchaser a preliminary title report or title commitment dated March 7, 2006 (the
“Commitment”), by the terms of which the Title Company agrees to issue




14









 







to
Purchaser at Closing an owner’s policy of title insurance (the
“Title Policy”) in the
amount of the Purchase Price on the ALTA Owner Policy of Title Insurance with extended coverage,
Standard Form Rev. 10/17/92 (as amended to date), insuring Purchaser’s fee simple title to the Real
Property to be good and indefeasible, subject to the terms of such policy and the exceptions
described therein. The Commitment (including all endorsements) is attached to this Agreement as
Exhibit L. As a condition to Purchaser’s obligation to close, the Title Company shall
deliver the Title Policy to Purchaser at Closing effective as of the date and time of the recording
of the Deed, in the amount of the Purchase Price insuring Purchaser as owner of fee simple title to
the Real Property, and subject only to the Permitted Exceptions. Notwithstanding the foregoing,
the Title Policy may be delivered after Closing if at the Closing the Title Company issues a
currently effective, duly executed “marked up” Commitment and irrevocably commits in writing to
issue the Title Policy in the form of the “marked up” Commitment promptly after the Closing Date.




          (b) Purchaser may, at or prior to Closing, notify Seller in writing (the “Gap Notice”) of any
objections to title (i) raised by the Title Company between the Effective Date and the Closing, and
(ii) not disclosed by the Title Company or otherwise known to Purchaser prior to the Effective Date
provided the Purchaser must deliver a notice of objections to Seller on or before the date that is
five (5) days following Purchaser’s receipt of such supplement or update and Purchaser shall have
the right to extend the Closing Date to the extent such receipt is within five (5) days of the
original Closing Date. If Purchaser fails to deliver to Seller a notice of objections on or before
such date, Purchaser will be deemed to have waived any objection to the new exceptions, and the new
exceptions will be included as Permitted Exceptions subject to the provisions of Section 6.2(d).
Seller will have not less than ten (10) days from the receipt of Purchaser’s notice (and, if
necessary, Seller may extend the Closing Date to provide for such ten (10) day period and for five
(5) days following such period for Purchaser’s response), within which time Seller may, but is
under no obligation to remove the objectionable new exceptions except as provided for in Section
6.2(d) below. If, within the ten (10) day period, Seller does not remove the objectionable new
exceptions, then Purchaser may terminate this Agreement upon notice to Seller no later than five
(5) days following expiration of the ten (10) day cure period. If Purchaser terminates this
Agreement, the Earnest Money Deposit will be promptly returned to Purchaser, and the parties shall
be released from all further obligations under this Agreement. If Purchaser fails to terminate
this Agreement in the manner set forth above, the new exceptions (except those Seller has removed
or is obligated by Section 6.2(d) below to remove) will be included as Permitted Exceptions.




          (c) The term “Permitted Exceptions” means:





          (i) those matters noted in Schedule B to the Commitment, Items 1 (only with respect to
taxes which are not yet due and payable), 5-13, and 15-17; and




          (ii) those matters noted in any supplement or update to the Commitment that either are
not timely objected to in writing in the Gap Notice, or if timely objected to in writing by
Purchaser, are those which Seller has elected (or is deemed to have elected) not to remove
or cure or has been unable to remove or cure prior to the expiration of the Cure Period, and
subject to which Purchaser has elected or is deemed to have elected to accept the conveyance
of the Property (excluding those items in Section 6.2(d) which Seller is obligated to cure).



15









 






          (d) Notwithstanding any provision of this Section 6.2 to the contrary, Seller will be
obligated to cure exceptions to title to the Real Property and Improvements relating to (i) liens
and security interests securing any loan to Seller, (ii) 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, and (iii) any matters resulting from
Seller’s breach of Section 7.1(h) below.



ARTICLE VII

INTERIM OPERATING COVENANTS AND ESTOPPELS




     Section 7.1 Interim Operating Covenants. Seller covenants to Purchaser that Seller
will:



          (a) Operations. From the Effective Date until Closing, continue to operate, manage
and maintain the Improvements in the ordinary course of Seller’s business and substantially in
accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to
Article IX of this Agreement.




          (b) Maintain Insurance. From the Effective Date until Closing, maintain fire and
extended coverage insurance on the Improvements which is at least equivalent in all material
respects to Seller’s insurance policies covering the Improvements as of the Effective Date (unless
otherwise approved by Purchaser, which approval shall not be unreasonably withheld); provided,
however, with respect to terrorism insurance only, Seller shall be obligated to maintain such
terrorism insurance on the Improvements equivalent to the coverage in effect on the Effective Date
only to the extent such coverage is available on commercially reasonable terms.




          (c) Personal Property. From the Effective Date until Closing, not transfer or remove
any Personal Property from the Improvements except for the purpose of repair or replacement
thereof. Any items of Personal Property replaced after the Effective Date will be installed prior
to Closing and will be of substantially similar quality of the item of Personal Property being
replaced.




          (d) Comply with Governmental Regulations. From the Effective Date until Closing, not
knowingly take any action that Seller knows would result in a failure to comply in all material
respects with all Governmental Regulations applicable to the Property, it being understood and
agreed that prior to Closing, Seller will have the right to contest any such Governmental
Regulations.




          (e) Tenant Leases. From the Effective Date until Closing, not enter into any new
lease or any amendments, expansions or renewals of Tenant Leases without the prior written consent
of Purchaser, which consent will be deemed given unless written objection thereto is given within
two (2) Business Days after receipt of the relevant information. Furthermore, nothing herein shall
be deemed to require Purchaser’s consent to any expansion or renewal which Seller, as landlord, is
required to honor pursuant to any Tenant Lease.




16









 








          (f) Service Contracts. From the Effective Date until Closing, not enter into any
service contract or any amendments to any existing service contracts unless Purchaser consents
thereto in writing.




          (g) Notices. To the extent received by Seller, from the Effective Date until Closing,
promptly deliver to Purchaser copies of written default notices, notices of lawsuits and notices of
violations affecting the Property.




          (h) Encumbrances. From the Effective Date until Closing, Seller shall not voluntarily
transfer, assign or otherwise encumber the Property or any interest therein or modify any of the
Permitted Exceptions.




     Section 7.2 Estoppels.



          (a) It will be a condition to Purchaser’s obligation to close that Purchaser obtain from the
Major Tenants and other Tenants leasing space which when added to the Major Tenants aggregates at
least 80% of the aggregate square footage of the Improvements, executed estoppel certificates, with
no material modifications from the estoppel certificate form attached hereto as Exhibit
D-2; provided, however, (i) to the extent any Tenant Lease has a form estoppel attached,
Purchaser will exercise commercially reasonable efforts to obtain an estoppel certificate for such
Tenant in the form completed as provided below, or in a form as close thereto as reasonably
possible, but in any event an estoppel certificate executed by a Tenant with the issues addressed
in the form attached to its Tenant Lease in a manner consistent with such Tenant Lease shall
satisfy the requirement of this Section 7.2(a), (ii) Purchaser will not unreasonably withhold
approval of any estoppel certificate as modified by a Tenant and delivered to Purchaser, provided
that the information included in such estoppel is not inconsistent with the Tenant Lease or the
information included in the estoppel form completed for such Tenant pursuant to the below
provisions of this Section 7.2(a) or such estoppel does not reveal any matters adverse to the
Property or the landlord, and (iii) Purchaser shall not object to the deletion of any language
which is italicized in Exhibit D-2 and/or the addition of any language which is
double-bracketed and bolded in Exhibit D-2. In addition, simultaneously herewith Seller
has delivered to Purchaser copies of estoppel certificates executed by Tenants within the four (4)
months immediately prior to the Effective Date. If a Tenant executes an estoppel certificate in
the form of its previously-executed estoppel, then, provided that the information included in such
estoppel is updated through the date of the new estoppel and does not reveal any new matters
adverse to the Property or the landlord, Purchaser shall not object to such estoppel. Within
thirty (30) Business Days after the Effective Date, Seller will deliver to Purchaser completed
forms of estoppel certificates, in the form attached hereto as Exhibit D-2 and containing
the information contemplated thereby, for all Tenants. Within ten (10) Business Days following
Purchaser’s receipt thereof, Purchaser will send to Seller notice either (i) approving such forms
as completed by Seller or (ii) setting forth in detail all changes to such forms which Purchaser
believes to be appropriate to make the completed forms of estoppel certificates accurate and
complete. Seller will make such changes to the extent Seller agrees such changes are appropriate,
except that Seller will not be obligated to make any changes which request more expansive
information than is contemplated by Exhibit D-2. Notwithstanding anything contained herein
to the contrary, in no event shall Purchaser’s failure to obtain the required number of acceptable
estoppel certificates in accordance with the provisions of this




17









 







Section 7.2(a) constitute a default by Purchaser under this Agreement unless Purchaser elects
to not close as the result of such failure and Purchaser did not exercise commercially reasonable
efforts to obtain such estoppels; however, (i) commercially reasonable efforts shall require only
that Purchaser provide the completed estoppels to the Tenants timely and contact Tenants
periodically to facilitate the process, and (ii) in no event shall commercially reasonable efforts
require Purchaser to approve an estoppel which does not satisfy the requirements in this Section
7.2 or require that Purchaser pay money or other consideration or agree to any amendments to any
Tenant Leases.




          (b) It will be a condition to Purchaser’s obligation to close that Purchaser obtain (i) an
estoppel in the form attached hereto as Exhibit M-1 executed by the owner of the Westin
Hotel, and (ii) an estoppel in the form attached hereto as Exhibit M-2 executed by the
owner of the Westin Hotel (collectively, the “Westin Estoppels”); provided, however, Purchaser
shall not object to the deletion of any language which is italicized in Exhibit M-1 or
Exhibit M-2 and/or the addition of any language which is double-bracketed and bolded in
Exhibit M-1 or Exhibit M-2. In no event shall Purchaser’s failure to obtain the
Westin Estoppels constitute a default by Purchaser under this Agreement unless Purchaser elects to
not close as the result of such failure and Purchaser did not exercise commercially reasonable
efforts to obtain such estoppels; however, (i) commercially reasonable efforts shall require only
that Purchaser provide the estoppels to the owner of the Westin Hotel and to periodically contact
such owner to facilitate the process, and (ii) in no event shall commercially reasonable efforts
require Purchaser to accept an estoppel which indicates that Seller is in default or that is
otherwise adverse to the Property or to the owner of the Property or require that Purchaser pay any
money or other consideration or agree to any amendments to the easement.




          (c) Purchaser shall have the right to attempt to obtain an estoppel executed by the owner of
the Phase II land; however, obtaining such estoppel shall not be a condition to Closing and the
failure to obtain such estoppel shall not constitute a default by Purchaser under this Agreement.




     Section 7.3 Appraisals. Purchaser shall exercise diligent efforts to obtain, prior to
April 12, 2006, two (2) appraisals of the Property (“Appraisals"). It shall be a condition to
Closing that Purchaser obtain the Appraisals and that both Appraisals provide that the fair market
value of the Property is equal to or greater than the Purchase Price. If the Appraisals are not
obtained by April 12, 2006 or both Appraisals do not value the Property at an amount which is
greater than or equal to the Purchase Price, then Purchaser shall have the right to terminate this
Agreement by delivering to Seller notice and, if applicable, a copy of the Appraisal(s) which does
not value the Property at the requisite amount on or prior to April 17, 2006, and the Earnest Money
Deposit shall be returned to Purchaser. In no event shall Purchaser’s failure to obtain Appraisals
indicating the fair market value of the Property as equal to or in excess of the Purchase Price
constitute a default by Purchaser under this Agreement unless Purchaser elects not to close as the
result of such failure and Purchaser did not exercise diligent efforts to obtain such Appraisals.



     Section 7.4 Cooperation with Purchaser’s Auditors and SEC Filing Requirements. Seller
shall provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser access
to, such factual information as may be reasonably requested by



18









 




Purchaser, and in the possession or control of Seller, or 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. Purchaser shall be
responsible for all out-of-pocket costs associated with this audit. Seller shall cooperate (at no
cost to Seller) with Purchaser’s auditor in the conduct of such audit. In addition, Seller agrees
to provide, if requested by such auditor, historical financial statements for the Property,
including income and balance sheet data for 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, 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 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
may be in the possession of, or reasonably obtainable by, Seller, its property manager or
accountants, at no material cost to Seller, and in the format that Seller (or its property manager
or accountants) have maintained such information. The provisions set forth in this Section 7.4
shall survive Closing.




ARTICLE VIII

REPRESENTATIONS AND WARRANTIES




     Section 8.1 Seller’s Representations and Warranties. The representations and
warranties of Seller set forth below in this Section 8.1 constitute the sole representations and
warranties of Seller. If any such representations and warranties contained in this Section 8.1
are, or have become, not true and correct prior to Closing, then Seller shall not be in breach of
this Agreement with respect thereto and Purchaser’s sole and exclusive remedy (Purchaser hereby
waiving all other remedies it may have, whether at law or in equity or otherwise) with respect
thereto shall be (i) to waive same and consummate the transaction contemplated in this Agreement or
(ii) to terminate this Agreement by furnishing written notice thereof to the Seller on or prior to
the Closing Date (in which event this Agreement shall terminate and neither party shall have any
further rights or obligations under this Agreement (except with respect to the Termination
Surviving Obligations) and the Earnest Money Deposit shall be disbursed to Purchaser in accordance
with Section 4.5). Subject to the limitations set forth in Article XVI of this Agreement
(including, without limitation, Seller’s right to disclose information to Purchaser contrary to
such representations and warranties), Seller represents and warrants to Purchaser the following
(which representations and warranties are made, subject to Section 16.1(b), as of the Effective
Date and shall be deemed remade, subject to Section 16.1(b), as of the time immediately prior to
Closing):



          (a) Status. Seller is a limited liability company duly organized and validly existing
under the laws of the State of Delaware.




          (b) Authority. The execution and delivery of this Agreement and the performance of
Seller’s obligations hereunder have been or will be duly authorized by all necessary action on the
part of Seller, and this Agreement constitutes the legal, valid and binding




19









 







obligation of Seller, subject to equitable principles and principles governing creditors’
rights generally.




          (c) Suits and Proceedings. To Seller’s Knowledge as of the Effective Date, except as
listed in Exhibit F, there are no legal actions, suits or similar proceedings pending and
served, or threatened against Seller relating to the Property or Seller’s ownership or operation of
the Property, which are not adequately covered by existing insurance or, if adversely determined,
would materially adversely affect the value of the Property, the continued operations thereof or
Seller’s ability to perform Seller’s obligations under this Agreement.




          (d) Non-Foreign Entity. Seller is not a “foreign person” or “foreign corporation” as
those terms are defined in the Code (and the regulations promulgated thereunder).




          (e) Tenant Leases. As to the Tenant Leases,





          (A) the Tenant Leases, including, but without limitation, all modifications and
amendments evidencing the Tenant Leases are accurately listed on Exhibit G, and
there are no written leases or occupancy agreements affecting the Property or Improvements
other than the Tenant Leases set forth on Exhibit G.




          (B) complete, true, and correct copies of all written Tenant Leases disclosed on
Exhibit G, including all modifications and amendments thereof or thereto, have been
made available to Purchaser at the Property;




          (C) except as disclosed on Exhibit G, which is attached to and made a part of
this Agreement, Seller has not received written notice that it is in default in the
performance of any covenant to be performed by the landlord under the Tenant Leases which
has not been cured or that any tenant has any claims or offsets against Seller pursuant to
the Tenant Leases; and




          (D) except as disclosed on Exhibit G, which is attached to and made a part of
this Agreement, no tenant is in monetary default under its Tenant Lease and to Seller’s
knowledge no tenant is otherwise in default in any material respect under its Tenant Lease.



          (f) Service Contracts. To Seller’s Knowledge, there are no service contracts under
which Seller is currently paying for services rendered in connection with the Property except as
listed on Exhibit C.




          (g) No Violations. To Seller’s Knowledge, Seller has not received prior to the
Effective Date any written notification from an Authority (i) that the Real Property and
Improvements are in violation of any applicable fire, health, building, use, occupancy or zoning
laws or (ii) that any work is required to be done to the Real Property and Improvements by Seller
to comply with applicable laws and regulations where such work remains outstanding and, if
unaddressed, would have a material adverse affect on the Property or use of the Property as
currently operated.




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          (h) Tax Appeals. Except as set forth on Exhibit N, there are no pending
property tax assessment appeals, tax protests, tax abatement proceedings or real estate tax appeals
relating to the Property which have been filed by Seller, or, to Seller’s knowledge any refunds of
real estate property tax or service payment in lieu of taxes owed with respect to the Property and
Seller has not received any notice of an intention to create an assessment against the Property.




          (i) Leasing Commissions. Except as set forth on Exhibit C there are no
outstanding leasing commissions owed for the base existing terms (excluding unexercised renewals,
expansions or extensions) of Tenant Leases. Seller is not a party to any leasing brokerage
agreements for which Purchaser would be responsible after Closing except for those listed on
Exhibit C.




     Section 8.2 Purchaser’s Representations and Warranties. Purchaser represents and
warrants to Seller the following (which representations and warranties are made as of the Effective
Date and shall be deemed remade as of Closing):



          (a) Status. Purchaser is a limited partnership duly organized and validly existing
under the laws of the State of Delaware.




          (b) Authority. The execution and delivery of this Agreement and the performance of
Purchaser’s obligations hereunder have been duly authorized by all necessary action on the part of
Purchaser and its constituent owners and/or beneficiaries and this Agreement constitutes the legal,
valid and binding obligation of Purchaser, subject to equitable principles and principles governing
creditors’ rights generally.




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




          (d) Consents. No consent, waiver, approval or authorization is required from any
person or entity (that has not already been obtained or will be obtained on or prior to the Closing
Date) in connection with the execution and delivery of this Agreement by Purchaser or the
performance by Purchaser of the transactions contemplated hereby.




ARTICLE IX

CONDEMNATION AND CASUALTY




     Section 9.1 Significant Casualty. If, prior to the Closing Date, all or a Significant
Portion of the Real Property and Improvements is destroyed or damaged by fire or other casualty,
Seller will notify Purchaser of such casualty. Purchaser will have the option to terminate this
Agreement upon notice to Seller given not later than the earlier to occur of (x) the Closing Date
or (y) ten (10) days after receipt of Seller’s notice. If this Agreement is terminated,



21









 




the Earnest Money Deposit will be returned to Purchaser upon Purchaser’s compliance with
Section 4.5 and thereafter neither Seller nor Purchaser will have any further rights or obligations
to the other hereunder except with respect to the Termination Surviving Obligations. If Purchaser
does not elect to terminate this Agreement, Seller will not be obligated to repair such damage or
destruction but (a) Seller will assign and turn over to Purchaser all of the insurance proceeds
paid to Seller (or, if such proceeds have not been awarded, any and all of Seller’s right, title
and interest therein), net of reasonable collection costs and costs incurred by Seller to restore
the Property, with respect to such fire or other casualty, and (b) the parties will proceed to
Closing pursuant to the terms hereof without abatement of the Purchase Price, except that Purchaser
will receive a credit for the lesser of (i) any insurance deductible amount or (ii) the cost of
such repairs (other than repairs which are the responsibility of Tenants under Tenant Leases) as
reasonably estimated by Seller and Purchaser.




     Section 9.2 Casualty of Less Than a Significant Portion. If less than a Significant
Portion of the Real Property and/or Improvements is damaged as aforesaid, Purchaser shall not have
the right to terminate this Agreement and Seller will not be obligated to repair such damage or
destruction but (a) Seller will assign and turn over to Purchaser all of the insurance proceeds
paid to Seller (or, if such proceeds have not been awarded, any and all of its right, title and
interest therein), net of reasonable collection costs and costs incurred by Seller to restore the
Property, with respect to such fire or other casualty, and (b) the parties will proceed to Closing
pursuant to the terms hereof without abatement of the Purchase Price, except that, Purchaser will
receive a credit for the lesser of (i) any insurance deductible amount or (ii) the cost of such
repairs (other than repairs which are the responsibility of Tenants under Tenant Leases) as
reasonably estimated by Seller and Purchaser.



     Section 9.3 Condemnation of Property. In the event of condemnation or sale in lieu of
condemnation of all or any portion of the Real Property and/or Improvements prior to the Closing,
Purchaser will have the option, by providing Seller written notice prior to the earlier of (x) the
Closing Date or (y) ten (10) days after receipt of Seller’s notice of such condemnation or sale, of
terminating Purchaser’s obligations under this Agreement or electing to have this Agreement remain
in full force and effect. In the event Purchaser does not terminate this Agreement pursuant to the
preceding sentence, Seller will assign to Purchaser any and all claims for the proceeds of such
condemnation or sale to the extent the same are applicable to the Real Property and/or
Improvements, net of reasonable collection costs and costs incurred by Seller to restore the
Property, and Purchaser will take title to the Property with the assignment of such proceeds and
subject to such condemnation and without reduction of the Purchase Price. Should Purchaser elect
to terminate Purchaser’s obligations under this Agreement under the provisions of this Section 9.3,
the Earnest Money Deposit will be returned to Purchaser upon Purchaser’s compliance with Section
4.5, and neither Seller nor Purchaser will have any further obligation under this Agreement except
for the Termination Surviving Obligations. Notwithstanding anything to the contrary herein, if any
eminent domain or condemnation proceeding is instituted (or notice of same is given) solely for the
taking of any subsurface rights for utility easements or for any right-of-way easement, and the
surface may, after such taking, be used in substantially the same manner as though such rights have
not been taken, Purchaser will not be entitled to terminate this Agreement as to any part of the
Property, but any award resulting therefrom will be assigned to Purchaser at Closing and will be
the exclusive property of Purchaser upon Closing.



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ARTICLE X

CLOSING




     Section 10.1 Closing.



          (a) The Closing of the sale of the Property by Seller to Purchaser will occur on the Closing
Date through the escrow established with the Title Company. At Closing, the events set forth in
this Article X will occur (provided that the parties hereby acknowledge and agree that the actual
recording of the Deed may occur following Closing, provided that the Title Company complies with
Section 6.2 with respect to issuance of a Title Policy), it being understood that the performance
or tender of performance of all matters set forth in this Article X are mutually concurrent
conditions which may be waived by the party for whose benefit they are intended.




     Section 10.2 Purchaser’s Closing Obligations. At or before the Deposit Time,
Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title
Company pursuant to Section 4.3, for delivery to Seller at Closing as provided herein:



          (a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by
Federal Reserve wire transfer of immediately available funds, in accordance with the timing and
other requirements of Section 3.3;




          (b) Four (4) execution counterparts of the General Conveyance, Bill of Sale, and Assignment
and Assumption substantially in the form attached hereto as Exhibit J (the “General
Conveyance”) duly executed by Purchaser;




          (c) Evidence reasonably satisfactory to Seller that the person executing the Closing documents
on behalf of Purchaser has full right, power, and authority to do so;




          (d) The Tenant Notice Letters, duly executed by Purchaser;




          (e) A counterpart of an ALTA Statement in the form attached hereto as Exhibit O (the
“ALTA Statement”);




          (f) A counterpart of any required State, County or Municipal transfer declaration forms; and




          (g) Such other documents as may be reasonably necessary or appropriate to effect the
consummation of the transactions which are the subject of this Agreement.




     Section 10.3 Seller’s Closing Obligations. At or before the Deposit Time, Seller, at
its sole cost and expense, will deliver (y) the following items (a), (b), (c), (d), (e), (f), (g),
(k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.3, and (z) upon
receipt of the Purchase Price, Seller shall deliver the following items (h), (i) and (j) to
Purchaser at the Improvements:



          (a) A
deed substantially in the form attached hereto as
Exhibit K (the “Deed”), duly
executed and acknowledged by Seller conveying to Purchaser the Real Property




23









 







and the Improvements subject only to the Permitted Exceptions, which Deed shall be delivered
to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records;




          (b) Four (4) execution counterparts of the General Conveyance duly executed by Seller;




          (c) Evidence reasonably satisfactory to Title Company and Purchaser that the person executing
the Closing documents on behalf of Seller has full right, power and authority to do so;




          (d) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign
Status”) duly executed by Seller certifying that Seller is not a “foreign person” as defined in
section 1445 of the Code;




          (e) The Tenant Deposits, at Seller’s option, either (i) in the form of a cashier’s check
issued by a bank reasonably acceptable to Purchaser, or (ii) as part of an adjustment to the
Purchase Price. In the event the Tenant Deposits are in the form of a letter of credit, then
Seller shall deliver at Closing the original letter(s) of credit and such documentation required to
be executed by Seller to enable the letter(s) of credit to be assigned to Purchaser upon approval
thereof by the issuer of the letter(s) of credit;




          (f) Either a Certificate issued by the Illinois Department of Revenue or an Indemnity
Agreement Re: Section 902(d), executed by Seller in favor of Purchaser, pursuant to Section 10.8.




          (g) Either a written notice issued by the City of Chicago Department of Revenue or an
Indemnity Agreement Re: Section 3-1-140, executed by Seller in favor of Purchaser, pursuant to
Section 10.9.




          (h) The Personal Property;




          (i) All original Tenant Leases, and Service Contracts in Seller’s possession and control;




          (j) All keys to the Improvements which are in Seller’s possession;




          (k) A counterpart of any required State, County or Municipal transfer declaration forms; and




          (l) a customary “Gap Undertaking” duly executed by Seller in favor of the Title Company, as
necessary, to facilitate the so-called “New York style closing” contemplated by this Agreement;




          (m) A counterpart of the ALTA Statement; and




          (n) Such other documents as may be reasonably necessary or appropriate to effect the
consummation of the transactions which are the subject of this Agreement.




24









 








     Section 10.4 Prorations.



          (a) Seller and Purchaser agree to adjust, as of 11:59 p.m. on the day immediately preceding
the Closing Date (the “Closing Time”), the following
(collectively, the “Proration Items”): real
estate and personal property taxes and assessments which are required to be paid during the
calendar year in which the Closing occurs (on a cash basis so that such proration pursuant to this
Section 10.4(a) shall be with respect to the taxes payable in the year in which the Closing occurs
and not the taxes which are attributable to such year but payable the following year), utility
bills (except as hereinafter provided), collected Rentals (subject to the terms of (c) below), and
operating expenses payable by the owner of the Property. Seller will be charged and credited for
the amounts of all of the Proration Items relating to the period up to and including the Closing
Time, and Purchaser will be charged and credited for all of the Proration Items relating to the
period after the Closing Time. Such preliminary estimated Closing prorations shall be set forth on
a preliminary closing statement to be prepared by Seller and submitted to Purchaser for Purchaser’s
approval (which approval shall not be unreasonably withheld, delayed or conditioned) prior to the
Closing Date (the “Closing Statement”). The Closing Statement, once agreed upon, shall be signed
by Purchaser and Seller and delivered to the Title Company for purposes of making the preliminary
proration adjustment at Closing subject to the final cash settlement provided for below. The
preliminary proration shall be paid at Closing by Purchaser to Seller (if the preliminary
prorations result in a net credit to Seller) or by Seller to Purchaser (if the preliminary
prorations result in a net credit to Purchaser) by increasing or reducing the cash to be delivered
by Purchaser in payment of the Purchase Price at the Closing. If the actual amounts of the
Proration Items are not known as of the Closing Time, the prorations will be made at Closing on the
basis of the best evidence then available; thereafter, when actual figures are received, or if
errors in prorations are discovered, re-prorations will be made on the basis of the actual figures,
and a final cash settlement will be made between Seller and Purchaser. No prorations will be made
in relation to insurance premiums (except to the extent covered by the proration of Operating
Expenses). Final readings and final billings for utilities will be made if possible as of the
Closing Time, in which event no proration will be made at the Closing with respect to utility bills
(except to the extent covered by the proration of Operating Expenses). Seller will be entitled to
all deposits presently in effect with the utility providers, and Purchaser will be obligated to
make its own arrangements for deposits with the utility providers. A final reconciliation of
Proration Items shall be made by Purchaser and Seller within fifteen (15) days after the first
anniversary of the Closing Date.




          (b) Purchaser will receive a credit on the Closing Statement for the prorated amount (as of
the Closing Time) of all Rentals previously paid to and collected by Seller and attributable to any
period following the Closing Time. After the Closing, Seller will cause to be paid or turned over
to Purchaser all Rentals, if any, received by Seller after Closing for distribution pursuant to
this Section. “Rentals” as used herein includes fixed monthly rentals, additional rentals,
percentage rentals, escalation rentals (which include each Tenant’s proportionate share of building
operation and maintenance costs and expenses as provided for under the applicable Tenant Lease, to
the extent the same exceeds any expense stop specified in such Tenant Lease), retroactive rentals,
all administrative charges, utility charges, tenant or real property association dues, storage
rentals, special event proceeds, temporary rents, telephone receipts, locker rentals, vending
machine receipts and other sums and charges payable to Seller or its successor by Tenants under the
Tenant Leases or from other occupants or users of the




25









 







Property, but excluding amounts received for Operating Expenses), which are governed by
Section 10.4(c) below and excluding specific tenant billings which are governed by Section 10.4(d)
below. Rentals are “Delinquent” if they were due prior to the Closing Time and payment thereof has
not been made on or before the Closing Time. Delinquent Rentals will not be prorated. Purchaser
agrees to use good faith collection procedures with respect to the collection of any Delinquent
Rentals, but Purchaser will have no liability for the failure to collect any such amounts and will
not be required to conduct lock-outs or take any other legal action to enforce collection of any
such amounts owed to Seller by Tenants of the Property and, except as set forth in this Section
10.4(b), Seller shall have no right to take any action with respect to collection of Delinquent
Rentals from any Tenant while such Tenant remains in occupancy of the Property. In the event
Purchaser has not collected any Delinquent Rental within ninety (90) days after the Closing, Seller
shall be entitled to send notices to defaulting tenants demanding payment, but Seller shall not be
entitled to initiate litigation, threaten litigation, terminate leases, evict tenants or threat
termination of leases or eviction of tenants. All sums collected by Purchaser or Seller, as
applicable, from and after Closing from each Tenant (excluding Tenant payments for Operating
Expenses attributable to the period prior to the Closing Time governed by Section 10.4(c) below and
tenant specific billings for tenant work orders and other specific services as described in and
governed by Section 10.4(d) below) will be applied first to current amounts owed by such Tenant to
Purchaser and then to prior delinquencies owed by such Tenant to Seller. Any sums collected by
Purchaser or Seller and due the other party will be promptly remitted to such party.




          (c) Seller will prepare a reconciliation as of the Closing Time of the amounts of all billings
and charges for operating expenses and taxes specified in each Tenant Lease (collectively,
“Operating Expenses”). If more amounts have been incurred for Operating Expenses than have been
collected from Tenants for Operating Expenses, Purchaser, upon completion of 2006 year end
operating expenses and tax reconciliation in 2007, shall use reasonable efforts to collect from
tenants of the Property any underpayments and shall pay to Seller Seller’s share of said
underpayment promptly upon collection thereof. If more amounts have been collected from Tenants
for Operating Expenses than have been incurred for Operating Expenses, Seller will pay to Purchaser
at Closing as a credit against the Purchase Price such excess collected amount. Purchaser and
Seller agree that within sixty (60) days after Closing Purchaser and Seller shall finalize the
prorations to make adjustments necessary to the extent estimates used in the calculation of such
reconciliation at Closing differ from actual bills received for those items covered by such
reconciliation; provided, however, notwithstanding the foregoing, Seller’s and Purchaser’s right
and obligation to finalize prorations with respect to ad valorem real estate taxes for the 2006 tax
year shall be settled thirty (30) days after receipt of the second tax bill for taxes attributable
to calendar year 2006. In this regard, Purchaser will be solely responsible, from and after
Closing, for (i) collecting from Tenants the amount of any outstanding Operating Expenses for
periods before and after Closing, and (ii) where appropriate, reimbursing Tenants for amounts
attributable to Operating Expenses, as may be necessary based on annual reconciliations for
Operating Expenses.




          (d) With respect to specific tenant billings for work orders, special items performed or
provided at the request of a given Tenant or other specific services, which are collected by
Purchaser or Seller after the Closing Time but relate to any such specific services rendered by
Seller or its property manager prior to the Closing Time and which are identified on


26









 








the Tenant’s payment as relating to such specific services or which are clearly identifiable
as being payment for any such specific services, Purchaser shall cause such collected amounts to be
paid to Seller, or Seller may retain such payment if such payment is received by Seller after the
Closing Time.




          (e) Notwithstanding any provision of this Section 10.4 to the contrary, Purchaser will be
solely responsible for (i) all Leasing Costs which accrue on or after the Closing Date, (ii)
subject to any approval rights which Purchaser has, Leasing Costs
(“New Tenant Costs”) incurred or
to be incurred in connection with any new Tenant Leases executed after the Effective Date, and
(iii) all Leasing Costs described on Exhibit H which are not paid by Seller prior to
Closing (collectively, “Purchaser Leasing Costs
Obligations”). Purchaser acknowledges that
Seller’s Leasing Cost Obligations specifically exclude, and Purchaser’s Leasing Costs Obligations
include, Leasing Costs payable with respect to any renewal, expansion or other right which is
exercised by Tenants after the Closing Date and refurbishment and other allowances payable under
Tenant Leases after the Closing Date. The provisions of this Section 10.4(e) shall fully survive
the Closing without limitation.




          (f) Seller will be solely responsible for all Leasing Costs to the extent unpaid as of the
Closing Date which accrued during the period of time Seller owned the Property under Tenant Leases
entered into prior to the Closing Date excluding (i) Leasing Costs described on Exhibit H
which Seller does not pay prior to Closing, and (ii) New Tenant Costs (“Seller Leasing Costs
Obligations”). The provisions of this Section 10.4(f) shall be governed by the provisions of
Section 16.1(a).




          (g) Seller has heretofore filed applications for the reduction of the assessed valuation of
the Real Property and the Improvements and/or instituted certiorari proceedings to review such
assessed valuations for the tax years 2001(payable in 2002), 2002 (payable in 2003) and 2004
(payable in 2005). Purchaser acknowledges and agrees that Seller (i) shall have the right to
institute proceedings or file applications for the reduction of the assessed valuation of the Real
Property and the Improvements for the tax year 2005 (payable in 2006) and all prior tax years, and
(ii) shall have the right to withdraw, compromise or settle the tax proceedings for all such tax
years, provided that notwithstanding anything to the contrary contained herein, Seller
shall not make or file a petition or appeal, agree to a settlement of any such appeal or action, or
otherwise pursue or continue to pursue any course of action which would have an adverse effect on
the taxes for the Property for subsequent years without the prior written consent of Purchaser.
Seller acknowledges and agrees that Purchaser (y) shall have the right to institute proceedings or
file applications for the reduction of the assessed valuation of the Real Property and the
Improvements for the tax year 2006 (payable in 2007) and (z) shall have the right to withdraw,
compromise or settle the tax proceedings for the 2006 tax year. Any refund or the savings or
refund for any year or years prior to the 2006 tax year shall belong solely to Seller after
deduction of any refunds owed to any Tenant pursuant to the Tenant Leases. Any tax savings or
refund for the 2006 tax year shall be prorated between Seller and Purchaser as set forth in Section
10.4(c). Any amounts required to be reimbursed to the Tenants from such refund proceeds shall be
paid directly to such Tenants by the person who obtains the proceeds. Seller and Purchaser shall
cooperate with each other in good faith in connection with any tax proceedings including, without
limitation, executing all documents and instruments as may reasonably be requested in connection
therewith. Purchaser hereby indemnifies, defends and

27









 







holds Seller harmless from any claims by a Tenant for a portion of a tax refund with respect
to any tax proceedings to the extent Purchaser received such tax refund owed to such Tenant and
failed to refund it to such Tenant. Seller hereby indemnifies, defends and holds Purchaser
harmless from any claims by a Tenant for a portion of a tax refund with respect to any tax
proceedings to the extent Seller received such tax refund owed to such Tenant and failed to refund
it to such Tenant. The provisions of this Section 10.4(g) shall fully survive the Closing without
limitation.




          (h) With respect to the Operating Expenses for calendar year 2005, Seller shall prepare the
2005 reconciliation statements required by the Tenant Leases, and such statements shall be sent to
Tenants by Seller. Seller agrees that Seller is solely responsible to Tenants for any Operating
Expenses reconciliations for calendar year 2005, and Seller shall promptly make any such payments
to Tenants in accordance with the Tenant Leases. However, if it is determined that Tenants owe
Seller outstanding Operating Expenses for calendar year 2005, Purchaser shall promptly pay to
Seller any amounts collected from Tenants as relating to such reconciliation statements. Purchaser
shall use commercially reasonable collection procedures with respect to the collection of any such
amounts, but Purchaser will not have liability to Seller for the failure to collect any such
amounts and will not be required to conduct lock-outs or take any other legal action to enforce
collection of any such amounts owed to Seller by Tenants of the Property and, except as set forth
in this Section 10.4(h), Seller shall have no right to take any action with respect to collection
of any such outstanding Operating Expenses from any Tenant while such Tenant remains in occupancy
of the Property. If Purchaser does not use commercially reasonable efforts to follow-up to collect
such sums allocable to Seller, then commencing ninety (90) days after the Closing Date, Seller
shall be permitted to send notices to tenants demanding payment of such sums, but Seller shall not
initiate litigation, threaten litigation, terminate leases, evict tenants or threaten termination
of leases or eviction of tenants.




          (i) Except with respect to subsections (e), (f) and (g) of this Section 10.4 (which
subsections shall be governed by the provisions thereof), the provisions of this Section 10.4 will
survive the Closing for fourteen (14) months.




     Section 10.5 Delivery of Real Property. Upon completion of the Closing, Seller will
deliver to Purchaser possession of the Real Property and Improvements, subject to the Tenant Leases
and the Permitted Exceptions.



     Section 10.6 Costs of Title Company and Closing Costs. Costs of the Title Company and
other Closing costs incurred in connection with the Closing will be allocated as follows:



          (a) Purchaser will pay (i) all premium and other costs for the Title Policy and any
endorsements, except the portion thereof payable by Seller pursuant to Section 10.6(b) below, (ii)
all premiums and other costs for any mortgagee policy of title insurance, including but not limited
to any endorsements or deletions, (iii) the costs associated with any modifications, updates, or
recertifications of the Survey, (iv) Purchaser’s attorneys’ fees; (v) 1/2 of all of the Title
Company’s escrow and closing fees, if any, (vi) all recording fees, (vii) the documentary fee
payable at the time of recording the Deed, and (vii) any transfer tax imposed by the City in which
the Real Property is located;




28









 








          (b) Seller will pay (i) the premium for the basic Title Policy with extended coverage, (ii)
1/2 of all of the Title Company’s escrow and closing fees, (iii) Seller’s attorneys’ fees, (iv) any
transfer taxes imposed by the County and State in which the Real Property is located, and (v) any
fees charged by any issuer of a letter of credit referred to in Section 10.3(g) for the assignment
of such letter of credit from Seller to Purchaser;




          (c) Any other costs and expenses of Closing not provided for in this Section 10.6 or in other
provisions of this Agreement shall be allocated between Purchaser and Seller in accordance with the
custom in the county in which the Real Property is located; and




          (d) If the Closing does not occur on or before the Closing Date for any reason whatsoever, the
costs incurred through the date of termination will be borne by the party incurring same.




     Section 10.7 Post-Closing Delivery of Tenant Notice Letters. Immediately following
Closing, Purchaser will deliver to each Tenant (via messenger or certified mail, return receipt
requested) a written notice executed by Purchaser (i) indicating that notices to Landlord should
thereafter be delivered to Purchaser and giving instructions therefor, (ii) acknowledging that
Purchaser has received and is responsible for the Tenant Deposits (specifying the exact amount of
the Tenant Deposits) and (iii) indicating that rent should thereafter be paid to Purchaser and
giving instructions therefor. Purchaser shall provide to Seller (a) a copy of each such notice
letter at Closing, and (b) proof of delivery of same promptly after such proof is available.
Immediately following Closing, Seller will deliver to each Tenant (via messenger or certified mail,
return receipt requested) a written notice executed by Seller (i) informing each Tenant of the sale
of the Property to Purchaser and (ii) informing each Tenant that Purchaser has received the Tenant
Deposits. Seller shall provide to Purchaser a copy of each such notice letter delivered by Seller
to each Tenant promptly after delivery of same, and proof of delivery of same promptly after such
proof is available. To the extent that Purchaser desires to make a claim on a letter of credit,
described in Subsection 10.3(e), after the Closing Date and prior to the date the letter of credit
is assigned to Purchaser, Seller, at Purchaser’s expense and as reasonably requested by Purchaser,
shall cooperate with Purchaser to effectuate any such claim. This Section 10.7 shall survive
Closing.



     Section 10.8 Illinois Tax Withholding. On or before Closing, Seller shall deliver to
Purchaser a certificate issued by the Illinois Department of Revenue stating that the withholding
obligations under Section 9.02(d) (“Section 9.02(d)”) of the Illinois Income Tax Act (“Act") do not
apply to the transaction contemplated by this Agreement or specifying the holdback of sale proceeds
which will satisfy Purchaser’s obligations under said Section 9.02(d) of the Act. If the
certificate is not so delivered to Purchaser, as aforesaid, or if the certificate is so delivered
and requires that funds be withheld pursuant to the terms thereof, then Purchaser may, at the
Closing, deduct and withhold from the proceeds that are due to Seller the amount necessary to
comply with the withholding requirements imposed by Section 9.02(d) of the Act. Purchaser shall
deposit the amounts withheld in escrow with the Title Company, as escrowee, pursuant to terms and
conditions acceptable to Seller and Purchaser, but in any event complying with Section 9.02(d) of
the Act. Notwithstanding the foregoing provisions of this Section 10.8, Seller may, at its option,
in lieu of the foregoing, provide Purchaser with an indemnity agreement, in substantially the form attached
hereto as Exhibit P, pursuant to which Seller indemnifies



29









 




Purchaser with respect to all
liabilities which may be imposed upon Purchaser as a result of the Section 9.02(d) obligations;
however, if Seller subsequently obtains a certificate from the Illinois Department of Revenue
indicating that Purchaser is not required to hold back any such sales proceeds, then the
aforementioned indemnity agreement shall be null and void.




     Section 10.9 City of Chicago Tax Withholding. On or before Closing, Seller shall deliver
to Purchaser a written notice issued by the City of Chicago Department of Revenue indicating that
Purchaser has no obligation to withhold any amounts from the Purchaser Price upon the transfer of
the Property pursuant to the City of Chicago Bulk Sales Ordinance (Sec. 3-1-140 of the Municipal
Code of Chicago) (the “City Code Bulk Sales Ordinance”) or specifying the holdback of sale proceeds
which will satisfy Purchaser’s obligations under the City Code Bulk Sales Ordinance. If the
written notice is not so delivered to Purchaser, as aforesaid, or if the written notice is so
delivered and requires that funds be withheld pursuant to the terms thereof, then Purchaser may, at
the Closing, deduct and withhold from the proceeds that are due to Seller the amount necessary to
comply with the withholding requirements imposed by the City Code Bulk Sales Ordinance. Purchaser
shall deposit the amounts withheld in escrow with the Title Company, as escrowee, pursuant to terms
and conditions acceptable to Seller and Purchaser, but in any event complying with the City Code
Bulk Sales Ordinance. Notwithstanding the foregoing provisions of this Section 10.9, Seller may,
at its option, in lieu of the foregoing, provide Purchaser with an indemnity agreement, in
substantially the form attached hereto as Exhibit Q, pursuant to which Seller indemnifies
Purchaser with respect to all liabilities which may be imposed upon Purchaser as a result of any
such City Code Bulk Sales Ordinance obligations; however, if Seller subsequently obtains a written
notice from the City of Chicago Department of Revenue indicating that Purchaser is not required to
hold back any such sales proceeds, then the aforementioned indemnity agreement shall be null and
void.



ARTICLE XI

BROKERAGE




     Section 11.1 Brokers. Seller agrees to pay to Eastdil Broker Services, Inc.
(“Broker”) a real estate commission at Closing (but only in the event of Closing in compliance with
this Agreement) pursuant to a separate agreement between Seller and Broker. The payment of the
commission by Seller to Broker will fully satisfy the obligations of the Seller for the payment of
a real estate commission hereunder. Other than as stated in the first sentence of this Section
11.1, Purchaser and Seller represent to the other that no real estate brokers, agents or finders’
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, and Purchaser
and Seller will indemnify, defend and hold the other party harmless from any brokerage or finder’s
fee or commission claimed by any person asserting his entitlement thereto at the alleged
instigation of the indemnifying party for or on account of this Agreement or the transactions
contemplated hereby. The provisions of this Article XI will survive any Closing or termination of
this Agreement.



ARTICLE XII




     Section 12.1 Intentionally Deleted.




30










 








ARTICLE XIII

REMEDIES




     Section 13.1 Default by Seller. In the event the Closing of the purchase and sale
transaction provided for herein does not occur as herein provided by reason of any default of
Seller, Purchaser may, as Purchaser’s sole and exclusive remedy, elect by notice to Seller within
twenty (20) Business Days following the scheduled Closing Date, either of the following: (a)
terminate this Agreement, in which event Purchaser will receive from the Title Company the Earnest
Money Deposit and Seller shall pay to Purchaser the lesser of (x) the costs, expenses and other
liabilities incurred by Purchaser in connection with the transaction contemplated hereby and/or as
the result of such termination (including, without limitation, the costs, expenses and liabilities
Purchaser incurs as a result of its inability to perform under any contract as the result of such
termination, attorneys’ fees, and diligence costs) or (y)
$200,000.00 (the “Purchaser Costs”), and
Seller and Purchaser will have no further rights or obligations under this Agreement, except with
respect to the Termination Surviving Obligations; or (b) seek to enforce specific performance of
the Agreement, and in either event, Purchaser hereby waives all other remedies, including without
limitation, any claim against Seller for damages of any type or kind, excluding the Purchaser
Costs, but including, without limitation, consequential or punitive damages. Failure of Purchaser
to make the foregoing election within the foregoing twenty (20) Business Day period shall be deemed
an election by Purchaser to terminate this Agreement and receive from the Title Company the Earnest
Money Deposit and the Purchaser Costs, whereupon Seller and Purchaser will have no further rights
or obligations under this Agreement, except with respect to the Termination Surviving Obligations.
Notwithstanding the foregoing, nothing contained in this Section 13.1 will limit Purchaser’s
remedies at law, in equity or as herein provided in the event of a breach by Seller of any of the
Closing Surviving Obligations after Closing or the Termination Surviving Obligations after
termination.



31









 





     Section 13.2 DEFAULT BY PURCHASER. IN THE EVENT THE CLOSING AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREIN DO NOT OCCUR AS PROVIDED HEREIN BY REASON OF ANY DEFAULT OF
PURCHASER, PURCHASER AND SELLER AGREE IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE
DAMAGES WHICH SELLER MAY SUFFER. PURCHASER AND SELLER HEREBY AGREE THAT (i) AN AMOUNT EQUAL TO THE
EARNEST MONEY DEPOSIT, TOGETHER WITH ALL INTEREST ACCRUED THEREON, IS A REASONABLE ESTIMATE OF THE
TOTAL NET DETRIMENT SELLER WOULD SUFFER IN THE EVENT PURCHASER DEFAULTS AND FAILS TO COMPLETE THE
PURCHASE OF THE PROPERTY, AND (ii) SUCH AMOUNT WILL BE THE FULL, AGREED AND LIQUIDATED DAMAGES FOR
PURCHASER’S DEFAULT AND FAILURE TO COMPLETE THE PURCHASE OF THE PROPERTY, AND WILL BE SELLER’S SOLE
AND EXCLUSIVE REMEDY (WHETHER AT LAW OR IN EQUITY) FOR ANY DEFAULT OF PURCHASER RESULTING IN THE
FAILURE OF CONSUMMATION OF THE CLOSING, WHEREUPON THIS AGREEMENT WILL TERMINATE AND SELLER AND
PURCHASER WILL HAVE NO FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO THE
TERMINATION SURVIVING OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED HEREIN WILL
LIMIT SELLER’S REMEDIES AT LAW, IN EQUITY OR AS HEREIN PROVIDED IN THE EVENT OF A BREACH BY
PURCHASER OF ANY OF THE CLOSING SURVIVING OBLIGATIONS AFTER CLOSING OR THE TERMINATION SURVIVING
OBLIGATIONS AFTER TERMINATION.



	 	 	 	 	 	 	 	 	 
	 

	 	 

Purchaser Initials
	 	 	 	 

Seller Initials
	 	 






     Section 13.3 Consequential and Punitive Damages. Each of Seller and Purchaser waive
any right to sue the other for any consequential or punitive damages for matters arising under this
Agreement. This Section 13.3 shall survive Closing or termination of this Agreement.



ARTICLE XIV

NOTICES




     Section 14.1 Notices. All notices or other communications required or permitted
hereunder will be in writing, and will be given by (a) personal delivery, or (b) professional
expedited delivery service with proof of delivery, or (c) United States mail, postage prepaid,
registered or certified mail, return receipt requested, or (d) facsimile (provided that such
facsimile is confirmed by the sender by personal delivery or expedited delivery service in the
manner previously described), 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 on a Business Day at the address or in the manner provided herein, or, in
the case of facsimile transmission, upon receipt if on a Business Day and, if not on a Business



32









 





Day, on the next Business Day. Unless changed in accordance with the preceding sentence, the
addresses for notices given pursuant to this Agreement will be as follows:



	 	 	 	 	 
	 

	 	To Purchaser:	 	 
	 
	 	 	 	 
	 

	 	 	 	Hines REIT 321 North Clark Street LP
	 

	 	 	 	c/o Hines Interests Limited Partnership
	 

	 	 	 	2800 Post Oak Boulevard
	 

	 	 	 	Suite 5000 Williams Tower
	 

	 	 	 	Houston, Texas 77056-6118
	 

	 	 	 	Attn: Charles N. Hazen
	 

	 	 	 	Fax: (713) 966-7851
	 
	 	 	 	 
	 

	 	 	 	Attn: A. Blake Williams
	 

	 	 	 	Fax: (713) 966-2075
	 
	 	 	 	 
	 

	 	with copy to:
	 	Baker Botts L.L.P.
	 

	 	 	 	2001 Ross Avenue
	 

	 	 	 	Dallas, Texas 75201-2980
	 

	 	 	 	Attn: Patricia M. Stanton
	 

	 	 	 	Fax: (214) 661-4704
	 
	 	 	 	 
	 

	 	To Seller:
	 	321 North Clark Realty, L.L.C.
	 

	 	 	 	One South Dearborn
	 

	 	 	 	1 South Dearborn Street, Suite 2000
	 

	 	 	 	Chicago, IL 60603
	 

	 	 	 	Attn: C. Kevin Shannahan
	 

	 	 	 	Fax: (312) 346-4180
	 
	 	 	 	 
	 

	 	 	 	Attn: Thomas Danilek
	 

	 	 	 	Fax: (312) 419-1932
	 
	 	 	 	 
	 

	 	 	 	New York State Teachers’ Retirement System
	 

	 	 	 	10 Corporate Woods Drive
	 

	 	 	 	Albany, New York 12211-2395
	 

	 	 	 	Attn: John Virtanen
	 

	 	 	 	Fax: (518) 447-2766
	 
	 	 	 	 
	 

	 	 	 	J.P. Morgan Fleming Asset Management Inc.
	 

	 	 	 	522 Fifth Avenue
	 

	 	 	 	New York, New York 10036
	 

	 	 	 	Attn: Dennis Keyes
	 

	 	 	 	Fax: (212) 837-1763
	 
	 	 	 	 
	 

	 	 	 	Seward & Kissel LLP

	 

	 	 	 	One Battery Park Plaza
	 

	 	 	 	New York, New York 10004






33









 






	 	 	 	 	 
	 

	 	 	 	Attn: Mark A. Brody, Esq.

	 

	 	 	 	Fax: (212) 480-8421
	 
	 	 	 	 
	 

	 	with copy to:
	 	Baker Botts L.L.P.
	 

	 	 	 	2001 Ross Avenue
	 

	 	 	 	Dallas, Texas 75201-2980
	 

	 	 	 	Attn: Patricia M. Stanton
	 

	 	 	 	Fax: (214) 661-4704






ARTICLE XV

ASSIGNMENT AND BINDING EFFECT




     Section 15.1 Assignment; Binding Effect. Purchaser shall have the right to assign
this Agreement to a wholly-owned subsidiary of Purchaser, provided Purchaser and such assignee
shall execute an Assignment of Agreement of Sale and Purchase and the assignee Purchaser shall be
liable for all obligations of Purchaser hereunder (and the assigning Purchaser shall be released of
all obligations hereunder which accrue from and after Closing). Except as provided for in the
immediately preceding sentences, Purchaser shall not assign its rights or obligations under this
Agreement, in whole or in part, without the prior written consent of Seller. This Agreement will
be binding upon and inure to the benefit of Seller and Purchaser and their respective successors
and permitted assigns, and no other party will be conferred any rights by virtue of this Agreement
or be entitled to enforce any of the provisions hereof. Whenever a reference is made in this
Agreement to Seller or Purchaser, such reference will include the successors and permitted assigns
of such party under this Agreement.



ARTICLE XVI

PROCEDURE FOR INDEMNIFICATION AND LIMITED SURVIVAL OF

REPRESENTATIONS, WARRANTIES AND COVENANTS




     Section 16.1 Survival of Representations, Warranties and Covenants.



          (a) Notwithstanding anything to the contrary contained in this Agreement, (1) the
representations and warranties of Seller set forth in Section 8.1 and Seller’s liability under
Section 8.1, and (2) Seller’s liability under Section 10.4(f), will survive the Closing for a
period of nine (9) months. With respect to any suit, claim or cause of action that Purchaser has
or may have as a result of (i) any alleged untruth, inaccuracy or breach of such representations or
warranties under Section 8.1, and/or (ii) Seller’s obligations (or as result of Seller’s alleged
failure to perform same) under Section 10.4(f), Purchaser must give Seller written notice of any
such claims, and must file any such suits, claims or causes of action against Seller based thereon,
in each instance prior to the expiration of said nine (9) month period. In the event Purchaser
fails to provide such notice and file such suits, claims or causes of action within such nine (9)
month period, Seller shall have no liability whatsoever to Purchaser with respect to (1) the
representations and warranties set forth in Section 8.1, and (2) the obligations of Seller set
forth in Section 10.4(f). Purchaser will not have any right to bring any suit, claim or cause of
action against Seller as a result of any alleged untruth, inaccuracy or breach of such
representations and warranties under Section 8.1 or in connection with Seller’s obligations (or as
a result of Seller’s alleged failure to perform same) under Section 10.4(f) unless and until the
aggregate amount of





34









 







all liability and losses arising out of all such untruths, inaccuracies and breaches exceeds
$100,000.00 (in which event Seller’s liability shall be from the first dollar of such loss). In
addition, notwithstanding anything to the contrary contained in this Agreement or any of the
Closing documents, including, without limitation, the provisions of Section 17.15 of this
Agreement, in no event shall Seller’s liability for all such untruths, inaccuracies and/or breaches
under Section 8.1 and 10.4(f) (including Seller’s liability for attorneys’ fees and costs in
connection with such untruths, inaccuracies and/or breaches) exceed, in the aggregate, $1,000,000.




          (b) Notwithstanding anything to the contrary contained in this Agreement, Seller shall have no
liability with respect to any of Seller’s representations, warranties and covenants herein if,
prior to the Closing, Purchaser has actual knowledge of any breach of a representation, warranty or
covenant of Seller herein or Purchaser obtains actual knowledge from any estoppel certificates or
as a result of written disclosure by Seller or any of Seller’s agents, representatives or employees
that contradicts any of Seller’s representations, warranties or covenants herein (and the
representations and warranties of Seller shall be deemed modified thereby to be accurate), and
Purchaser nevertheless consummates the transaction contemplated by this Agreement (in which event
any such breach or contradiction shall be deemed waived by Purchaser). For purposes of this
subsection (b). Purchaser shall have actual knowledge only to the extent of the present actual (as
opposed to constructive or imputed) knowledge of Blake Williams and Edmund Donaldson.




          (c) The Closing Surviving Obligations will survive Closing without limitation unless a
specified period is otherwise provided in this Agreement. All other representations, warranties,
covenants and agreements made or undertaken by Seller under this Agreement, unless otherwise
specifically provided herein, will not survive the Closing Date but will be merged into the Closing
Documents delivered at the Closing. The Termination Surviving Obligations shall survive
termination of this Agreement without limitation unless a specified period is otherwise provided in
this Agreement.




ARTICLE XVII

MISCELLANEOUS




     Section 17.1 Waivers. No waiver of any breach of any covenant or provisions contained
herein will be deemed a waiver of any preceding or succeeding breach thereof, or of any other
covenant or provision contained herein. No extension of time for performance of any obligation or
act will be deemed an extension of the time for performance of any other obligation or act.



     Section 17.2 Recovery of Certain Fees. In the event a party hereto files any action
or suit against another party hereto by reason of any breach of any of the covenants, agreements or
provisions contained in this Agreement, then in that event the prevailing party will be entitled to
have and recover of and from the other party all attorneys’ fees and costs resulting therefrom,
subject, however, in the case of Seller, to the limitations set forth in Section 16.1 above. For
purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean
all court costs and the fees and expenses of counsel to the parties hereto, which may include
printing, photostatting, duplicating and other expenses, air freight charges, and fees billed for
law



35









 




clerks, paralegals and other persons not admitted to the bar but performing services under the
supervision of an attorney, and the costs and fees incurred in connection with the enforcement or
collection of any judgment obtained in any such proceeding. The provisions of this Section 17.2
shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any
judgment.




     Section 17.3 Time of Essence. Seller and Purchaser hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition, obligation and
provision hereof.



     Section 17.4 Construction. Headings at the beginning of each article and section are
solely for the convenience of the parties and are not a part of this Agreement. Whenever required
by the context of this Agreement, the singular will include the plural and the masculine will
include the feminine and vice versa. This Agreement will not be construed as if it had been
prepared by one of the parties, but rather as if both parties had prepared the same. All exhibits
and schedules referred to in this Agreement are attached and incorporated by this reference, and
any capitalized term used in any exhibit or schedule which is not defined in such exhibit or
schedule will have the meaning attributable to such term in the body of this Agreement. In the
event the date on which Purchaser or Seller is required to take any action under the terms of this
Agreement is not a Business Day, the action will be taken on the next succeeding Business Day.



     Section 17.5 Counterparts. To facilitate execution of this Agreement, this Agreement
may be executed in multiple counterparts, each of which, when assembled to include an original or
faxed signature for each party contemplated to sign this Agreement, will constitute a complete and
fully executed original. All such fully executed original or faxed counterparts will collectively
constitute a single agreement.



     Section 17.6 Severability. If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the
other conditions and provisions of this Agreement will nevertheless remain in full force and
effect, so long as the economic or legal substance of the transactions contemplated hereby is not
affected in any adverse manner to either party. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties hereto will negotiate in
good faith to modify this Agreement so as to reflect the original intent of the parties as closely
as possible in an acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.



     Section 17.7 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the subject matter hereof, and
supersedes all prior understandings with respect thereto. This Agreement may not be modified,
changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written
instrument, signed by the party to be charged or by its agent duly authorized in writing, or as
otherwise expressly permitted herein.



     Section 17.8 Governing Law. THIS AGREEMENT WILL BE CONSTRUED, PERFORMED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.



36









 





     Section 17.9 No Recording. The parties hereto agree that neither this Agreement nor
any affidavit concerning it will be recorded.



     Section 17.10 Further Actions. The parties agree to execute such instructions to the
Title Company and such other instruments and to do such further acts as may be reasonably necessary
to carry out the provisions of this Agreement.



     Section 17.11 No Other Inducements. The making, execution and delivery of this
Agreement by the parties hereto has been induced by no representations, statements, warranties or
agreements other than those expressly set forth herein.



     Section 17.12 Exhibits. Exhibits A through Q, inclusive, are
incorporated herein by reference.



     Section 17.13 No Partnership. Notwithstanding anything to the contrary contained
herein, this Agreement shall not be deemed or construed to make the parties hereto partners or
joint venturers, it being the intention of the parties to merely create the relationship of Seller
and Purchaser with respect to the Property to be conveyed as contemplated hereby.



     Section 17.14 Limitations on Benefits. It is the explicit intention of Purchaser and
Seller that no person or entity other than Purchaser and Seller and their permitted successors and
assigns is or shall be entitled to bring any action to enforce any provision of this Agreement
against any of the parties hereto, and the covenants, undertakings and agreements set forth in this
Agreement shall be solely for the benefit of, and shall be enforceable only by, Purchaser and
Seller or their respective successors and assigns as permitted hereunder. Nothing contained in
this Agreement shall under any circumstances whatsoever be deemed or construed, or be interpreted,
as making any third party (including, without limitation, Broker or any Tenant) a beneficiary of
any term or provision of this Agreement or any instrument or document delivered pursuant hereto,
and Purchaser and Seller expressly reject any such intent, construction or interpretation of this
Agreement.



     Section 17.15 Exculpation. In no event whatsoever shall Seller’s liability (if any)
under this Agreement and the Closing Documents (including any such liability for attorney’s fees
and expenses) exceed, in the aggregate, an amount equal to the Purchase Price. In addition, in no
event whatsoever shall recourse be had or liability asserted against any of Seller’s partners,
members, shareholders, employees, agents, directors, officers or other owners of Seller or their
respective constituent partners. Seller’s direct and indirect shareholders, partners, members,
beneficiaries and owners and their respective trustees, officers, directors, employees, agents and
security holders, assume no personal liability for any obligations entered into on behalf of Seller
under this Agreement and the Closing Documents. This provision shall survive Closing.



[SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]




37









 





          IN WITNESS WHEREOF, Seller and Purchaser have respectively executed this Agreement to be
effective as of the date first above written.




	 	 	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	HINES REIT PROPERTIES, L.P.,
	 	 
	 	 	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines Real Estate Investment Trust, Inc.,	 	 
	 	 	 	 	a Maryland corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Sherri W. Schugart	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Sherri W. Schugart	 	 
	 

	 	 	 	 	 	Chief Financial Officer
	 	 






[Signature Page to Agreement of Sale and Purchase]




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 
	SELLER:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	321 NORTH CLARK REALTY, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	Hines 321 North Clark Realty Limited Partnership,	 	 
	 	 	its company manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines 321 North Clark Realty GP LLC,	 	 
	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines Interests Limited Partnership,	 	 
	 	 	 	 	 	 	its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Holdings, Inc.,	 	 
	 	 	 	 	 	 	 	 	its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Thomas J. Danilek	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Thomas J. Danilek	 	 
	 

	 	 	 	 	 	 	 	 	 	Senior Vice President
	 	 






[Signature Page to Agreement of Sale and Purchase]




 









 








JOINDER BY TITLE COMPANY




          LandAmerica National Commercial Services, referred to in this Agreement as the “Title
Company,” hereby acknowledges that it received this Agreement executed by Seller and Purchaser on
the ___ day of March, 2006, and accepts the obligations of the Title Company as set forth herein.
It further acknowledges that it received the Deposit on the ___ day of ___, 2006. The Title
Company hereby agrees to hold and distribute the Earnest Money Deposit and interest thereon, and
Closing proceeds in accordance with the terms and provisions of this Agreement. It further
acknowledges that it hereby assumes all responsibilities for information reporting required under
Section 6045(e) of the Internal Revenue Code.




	 	 	 
	 

	 	LANDAMERICA NATIONAL COMMERCIAL SERVICES
	 
	 

	 	By:                                                           
	 

	 	Printed Name:                                         
	 

	 	Title:                                                        





Agreement of

Purchase and Sale




 









 








JOINDER BY BROKER




     The undersigned Broker joins herein to evidence such Broker’s agreement to the provisions of
Section 11.1 and to represent to Seller and Purchaser that such Broker (i) knows of no other
brokers, salespersons or other parties entitled to any compensation for brokerage services arising
out of this transaction other than those whose names appear in this Agreement, (ii) has not made
any of the representations or warranties specifically disclaimed by Seller in Section 16.1 and
(iii) is duly licensed and authorized to do business in the State of Illinois.



	 	 	 	 	 	 	 
	 	 	 	 	EASTDIL BROKER SERVICES, INC.
	Date: March ___, 2006	 	By:	 	                                                            
	 	 	 	 	Printed Name:                                     
	 	 	 	 	Title:                                                    
	 
	 	 	 	 	 	 
	 

	 	 	 	Address:
	 	                                                                                
	 

	 	 	 	 	 	                                                                                






License No.:                                         

Tax I.D. No.:                                        



Agreement of

Purchase and Sale




 









 








EXHIBIT A




Legal Description




PARCEL 1:




TRACT A:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND BELOW THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM, BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF NORTH CLARK STREET (ALSO BEING
THE WEST LINE OF LOTS 4 AND 5 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE NORTH ALONG THE EAST LINE OF SAID NORTH CLARK STREET A DISTANCE OF 300.43
FEET; THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 134.10 FEET;
THENCE SOUTH ALONG A LINE 134.10 FEET EAST OF AND PARALLEL WITH THE EAST LINE OF SAID NORTH
CLARK STREET A DISTANCE OF 305.09 FEET TO A POINT ON THE NORTH LINE OF SAID CHICAGO RIVER,
AS OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED, A DISTANCE
OF 134.18 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.



TRACT B:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND ABOVE THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM, BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINE OF NORTH CLARK STREET (ALSO BEING
THE WEST LINE OF LOTS 4 AND 5 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE NORTH ALONG THE EAST LINE OF SAID NORTH CLARK STREET A DISTANCE OF 300.43
FEET; THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 136.10 FEET;
THENCE SOUTH ALONG A LINE 136.10 FEET EAST OF AND PARALLEL WITH THE EAST LINE OF SAID NORTH
CLARK STREET A DISTANCE OF 305.16 FEET TO A POINT ON THE NORTH LINE OF SAID CHICAGO RIVER,
AS OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED, A DISTANCE
OF 136.18 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS.



PARCEL 2:



EASEMENTS APPURTENANT TO AND FOR THE BENEFIT OF PARCEL 1 (INCLUDING, WITHOUT LIMITATION, (I)
NON-EXCLUSIVE INGRESS AND EGRESS FOR CONSTRUCTION, RECONSTRUCTION, REPAIR, REPLACEMENT AND
RESTORATION OF ANY IMPROVEMENTS OF THE PROJECT PROPERTY WHICH DIRECTLY ABUT THE HOTEL PROPERTY’S
IMPROVEMENTS





A-1









 







ON ITS PARCEL AND THE CAISSONS, (II) NON-EXCLUSIVE FOR PEDESTRIAN INGRESS AND EGRESS TO AND FROM
THE PROJECT PROPERTY AND THE HOTEL PROPERTY, (III) NON-EXCLUSIVE EASEMENT ON, OVER, THROUGH AND
ACROSS THE GALLERY THROUGH AN OPENING AND/OR ENTRANCE IN THE GALLERY ABUTTING AN OPENING AND/OR
ENTRANCE IN THE OFFICE BUILDING FOR THE PURPOSE OF PEDESTRIAN INGRESS AND EGRESS TO AND FROM THE
OFFICE BUILDING, GALLERY AND THE HOTEL PLAZA, (IV) EXCLUSIVE EASEMENT TO CONSTRUCT AND ATTACH TO
THE WESTERN EXTERIOR WALL OF THE GALLERY AN ENTRANCE WAY OR CORRIDOR EXTENDING FROM THE EASTERN
EXTERIOR WALL OF THE OFFICE BUILDING TO THE WESTERN EXTERIOR WALL OF THE GALLERY AND FOR
MAINTENANCE, REPAIR AND REPLACEMENT OF SUCH ENTRYWAY AND/OR CORRIDOR, (V) NON-EXCLUSIVE EASEMENT
ON, OVER, THROUGH AND ACROSS THE HOTEL ROAD EASEMENT AREA AT THE PLAZA LEVEL FOR PEDESTRIAN AND
VEHICULAR INGRESS AND EGRESS TO AND FROM THE PROJECT PROPERTY TO AND FROM DEARBORN, (VI) EXCLUSIVE
EASEMENT PERMITTING CAISSONS SUPPORTING THE OFFICE BUILDING, (VII) EASEMENT PERMITTING ENCROACHMENT
OF IMPROVEMENTS ONTO THE HOTEL PARCEL, (VIII) EASEMENT PERMITTING ATTACHMENT TO THE HOTEL PROPERTY
AT OR BELOW PLAZA LEVEL, AND (VIII) NON-EXCLUSIVE EASEMENT OVER PHASE II PROPERTY ON, OVER, THROUGH
AND ACROSS THE PHASE II ROAD EASEMENT AREA AT PLAZA LEVEL FOR PEDESTRIAN AND VEHICULAR
INGRESS/EGRESS TO/FROM THE PROJECT PROPERTY AND HOTEL PROPERTY TO AND FROM DEARBORN AND CLARK
STREETS) AS DESCRIBED IN THAT CERTAIN EASEMENT AND OPERATING AGREEMENT DATED AS OF JANUARY 14, 1986
AND RECORDED JANUARY 21, 1986 AS DOCUMENT NUMBER 86025944, BY AND AMONG LASALLE NATIONAL BANK AS
TRUSTEE UNDER TRUST AGREEMENT DATED MARCH 1, 1985 AND KNOWN AS TRUST NUMBER 109495, LASALLE
NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED JUNE 29, 1981 AND KNOWN AS TRUST NUMBER
104102, OXFORD PROPERTIES, INC., LASALLE NATIONAL BANK AS TRUSTEE UNDER TRUST AGREEMENT DATED
SEPTEMBER 20, 1985 AND KNOWN AS TRUST NUMBER 110339, AND THE JDC-TISHMAN CHICAGO HOTEL COMPANY, AS
AMENDED BY THAT CERTAIN FIRST AMENDMENT TO EASEMENT AND OPERATING AGREEMENT DATED AS OF AUGUST 23,
1988 AND RECORDED AUGUST 24, 1988 AS DOCUMENT NUMBER 88-384561, BY AND AMONG LASALLE NATIONAL BANK
AS TRUSTEE UNDER TRUST AGREEMENT DATED MARCH 1, 1985 AND KNOWN AS TRUST NUMBER 109495, LASALLE
NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED JUNE 29, 1981 AND KNOWN AS TRUST NUMBER
104102, LASALLE NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED JUNE 17, 1987 AND KNOWN AS
TRUST NUMBER 112420, QUAKER TOWER PARTNERSHIP, BCE DEVELOPMENT PROPERTIES INC. (FORMERLY KNOWN AS
OXFORD PROPERTIES, INC.), LASALLE NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED SEPTEMBER
20, 1985 AND KNOWN AS TRUST NUMBER 10339, AND JDC CHICAGO HOTEL LIMITED PARTNERSHIP (SUCCESSOR IN
INTEREST TO THE JDC-TISHMAN CHICAGO HOTEL COMPANY), OVER, UNDER, AND UPON PORTIONS OF THE FOLLOWING
DESCRIBED LAND:



THAT PART OF BLOCK 2 IN THE ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST
OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE INTERSECTION OF THE EAST LINE OF NORTH CLARK STREET (ALSO BEING THE WEST
LINE OF LOT 5 IN SAID BLOCK 2) AND THE SOUTH LINE OF WEST KINZIE STREET (ALSO BEING THE
NORTH LINE OF LOTS 5 THOUGH 8, BOTH INCLUSIVE, IN SAID BLOCK 2); THENCE EAST ALONG THE SOUTH
LINE OF SAID WEST KINZIE STREET A DISTANCE OF 321.47 FEET TO THE WEST LINE OF NORTH DEARBORN
STREET; THENCE SOUTH ALONG THE WEST LINE OF SAID NORTH DEARBORN STREET (ALSO BEING THE EAST
LINE OF LOT 8 IN SAID BLOCK 2) A DISTANCE OF 178.60 FEET TO A POINT 311.60 FEET NORTH (AS
MEASURED ALONG



A-2









 






SAID WEST LINE OF NORTH DEARBORN STREET) OF THE CHICAGO RIVER, AS OCCUPIED; THENCE WEST AT
RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 321.47 FEET TO A POINT ON THE EAST
LINE OF SAID NORTH CLARK STREET 300.43 FEET NORTH (AS MEASURED ALONG SAID EAST LINE OF NORTH
CLARK STREET) OF SAID CHICAGO RIVER, AS OCCUPIED; THENCE NORTH ALONG THE EAST LINE OF SAID
NORTH CLARK STREET A DISTANCE OF 177.86 FEET TO THE POINT OF BEGINNING.


ALSO:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND BELOW THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE WEST LINE OF NORTH DEARBORN STREET (ALSO BEING
THE EAST LINE OF LOTS 1 AND 8 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED A DISTANCE OF
187.48 FEET TO A POINT ON A LINE 134.10 FEET EAST (AS MEASURED AT RIGHT ANGLES) OF AND
PARALLEL WITH THE EAST LINE OF NORTH CLARK STREET; THENCE NORTH ALONG SAID LINE (SAID LINE
ALSO BEING THE EAST FACE OF AN EXISTING CONCRETE FOUNDATION WALL AND ITS NORTHERLY AND
SOUTHERLY EXTENSION THEREOF) A DISTANCE OF 305.09 FEET; THENCE EAST AT RIGHT ANGLES TO THE
LAST DESCRIBED LINE A DISTANCE OF 187.37 FEET TO A POINT ON THE WEST LINE OF SAID NORTH
DEARBORN STREET; THENCE SOUTH ALONG THE WEST LINE OF SAID NORTH DEARBORN STREET A DISTANCE
OF 311.60 FEET TO THE POINT OF BEGINNING.


ALSO:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND ABOVE THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE WEST LINE OF NORTH DEARBORN STREET (ALSO BEING
THE EAST LINE OF LOTS 1 AND 8 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED, A DISTANCE OF
185.48 FEET TO A POINT ON A LINE 136.10 FEET EAST (AS MEASURED AT RIGHT ANGLES) OF AND
PARALLEL WITH THE EAST LINE OF NORTH CLARK STREET; THENCE NORTH ALONG SAID LINE A DISTANCE
OF 305.16 FEET; THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 185.37
FEET TO A POINT ON THE WEST LINE OF SAID NORTH DEARBORN STREET; THENCE SOUTH ALONG THE WEST
LINE OF SAID NORTH DEARBORN STREET A DISTANCE OF 311.60 FEET TO THE POINT OF BEGINNING, IN
COOK COUNTY, ILLINOIS.



PARCEL 3:



EASEMENTS APPURTENANT TO AND FOR THE BENEFIT OF PARCEL 1 (INCLUDING, WITHOUT LIMITATION, (I)
EXCLUSIVE EASEMENT TO CONSTRUCT A GARAGE, AND (II) EXCLUSIVE EASEMENT FOR VEHICULAR PARKING ON THE
CARROLL AVENUE PARKING




A-3









 







AREA) AS DESCRIBED IN THAT CERTAIN PARKING AGREEMENT DATED AS OF JANUARY 14, 1986 AND RECORDED
JANUARY 21, 1986 AS DOCUMENT NUMBER 86-025945 BY AND AMONG LASALLE NATIONAL BANK AS TRUSTEE UNDER
TRUST AGREEMENT DATED SEPTEMBER 20, 1985 AND KNOWN A TRUST NUMBER 110339, THE JDC-TISHMAN CHICAGO
HOTEL COMPANY, LASALLE NATIONAL BANK AS TRUSTEE UNDER TRUST AGREEMENT DATED MARCH 1, 1985 AND KNOWN
AS TRUST NUMBER 109495, OXFORD PROPERTIES, INC., AND LASALLE NATIONAL BANK AS TRUSTEE UNDER TRUST
AGREEMENT DATED JUNE 26, 1981 AND KNOWN AS TRUST NUMBER 104102 OVER, ACROSS, UNDER AND UPON
PORTIONS OF THE FOLLOWING DESCRIBED LAND:



THAT PART OF BLOCK 2 IN THE ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14 EAST
OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE INTERSECTION OF THE EAST LINE OF NORTH CLARK STREET (ALSO BEING THE WEST
LINE OF LOT 5 IN SAID BLOCK 2) AND THE SOUTH LINE OF WEST KINZIE STREET (ALSO BEING THE
NORTH LINE OF LOTS 5 THOUGH 8, BOTH INCLUSIVE, IN SAID BLOCK 2); THENCE EAST ALONG THE SOUTH
LINE OF SAID WEST KINZIE STREET A DISTANCE OF 321.47 FEET TO THE WEST LINE OF NORTH DEARBORN
STREET; THENCE SOUTH ALONG THE WEST LINE OF SAID NORTH DEARBORN STREET (ALSO BEING THE EAST
LINE OF LOT 8 IN SAID BLOCK 2) A DISTANCE OF 178.60 FEET TO A POINT 311.60 FEET NORTH (AS
MEASURED ALONG SAID WEST LINE OF NORTH DEARBORN STREET) OF THE CHICAGO RIVER, AS OCCUPIED;
THENCE WEST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 321.47 FEET TO A POINT
ON THE EAST LINE OF SAID NORTH CLARK STREET 300.43 FEET NORTH (AS MEASURED ALONG SAID EAST
LINE OF NORTH CLARK STREET) OF SAID CHICAGO RIVER, AS OCCUPIED; THENCE NORTH ALONG THE EAST
LINE OF SAID NORTH CLARK STREET A DISTANCE OF 177.86 FEET TO THE POINT OF BEGINNING.


ALSO:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND BELOW THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE WEST LINE OF NORTH DEARBORN STREET (ALSO BEING
THE EAST LINE OF LOTS 1 AND 8 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED A DISTANCE OF
187.48 FEET TO A POINT ON A LINE 134.10 FEET EAST (AS MEASURED AT RIGHT ANGLES) OF AND
PARALLEL WITH THE EAST LINE OF NORTH CLARK STREET; THENCE NORTH ALONG SAID LINE (SAID LINE
ALSO BEING THE EAST FACE OF AN EXISTING CONCRETE FOUNDATION WALL AND ITS NORTHERLY AND
SOUTHERLY EXTENSION THEREOF) A DISTANCE OF 305.09 FEET; THENCE EAST AT RIGHT ANGLES TO THE
LAST DESCRIBED LINE A DISTANCE OF 187.37 FEET TO A POINT ON THE WEST LINE OF SAID NORTH
DEARBORN STREET; THENCE SOUTH ALONG THE WEST LINE OF SAID NORTH DEARBORN STREET A DISTANCE
OF 311.60 FEET TO THE POINT OF BEGINNING.


ALSO:




A-4









 







THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, AT AND ABOVE THE HORIZONTAL PLANE OF +50.00 FEET ABOVE CHICAGO CITY
DATUM AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE POINT OF INTERSECTION OF THE WEST LINE OF NORTH DEARBORN STREET (ALSO BEING
THE EAST LINE OF LOTS 1 AND 8 IN SAID BLOCK 2) AND THE NORTH LINE OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE WEST ALONG THE NORTH LINE OF SAID CHICAGO RIVER, AS OCCUPIED, A DISTANCE OF
185.48 FEET TO A POINT ON A LINE 136.10 FEET EAST (AS MEASURED AT RIGHT ANGLES) OF AND
PARALLEL WITH THE EAST LINE OF NORTH CLARK STREET; THENCE NORTH ALONG SAID LINE A DISTANCE
OF 305.16 FEET; THENCE EAST AT RIGHT ANGLES TO THE LAST DESCRIBED LINE A DISTANCE OF 185.37
FEET TO A POINT ON THE WEST LINE OF SAID NORTH DEARBORN STREET; THENCE SOUTH ALONG THE WEST
LINE OF SAID NORTH DEARBORN STREET A DISTANCE OF 311.60 FEET TO THE POINT OF BEGINNING, IN
COOK COUNTY, ILLINOIS.



PARCEL 4:



EASEMENTS APPURTENANT TO AND FOR THE BENEFIT OF PARCEL 1 (INCLUDING, WITHOUT LIMITATION, (I)
NON-EXCLUSIVE EASEMENT FOR VEHICULAR TRAFFIC OVER THE TEMPORARY ACCESS ROAD FOR AUTOMOBILE ACCESS
BETWEEN KINZIE STREET AND THE NORTH BOUNDARY LINE OF THE SOUTH PARCEL OR OF THE HOTEL PARCEL SO AS
TO PROVIDE INGRESS TO AND EGRESS FROM THE TOWER GARAGE) AS DESCRIBED IN THAT CERTAIN GRANT OF
AUTOMOBILE ACCESS EASEMENT DATED AS OF AUGUST 23, 1988 AND RECORDED AUGUST 24, 1988 AS DOCUMENT
NUMBER 88-384566, FROM LASALLE NATIONAL BANK, AS TRUSTEE UNDER TRUST AGREEMENT DATED JUNE 29, 1981
KNOWN AS TRUST NUMBER 104102, TO SHUWA RIVERFRONT LIMITED PARTNERSHIP OVER, ACROSS, UNDER, AND UPON
PORTIONS OF THE FOLLOWING DESCRIBED LAND AND AS DEPICTED ON EXHIBIT C OF SAID GRANT OF AUTOMOBILE
ACCESS EASEMENT:



THAT PART OF BLOCK 2 IN ORIGINAL TOWN OF CHICAGO IN SECTION 9, TOWNSHIP 39 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, BOUNDED AND DESCRIBED AS FOLLOWS:





BEGINNING AT THE INTERSECTION OF THE EAST LINE OF NORTH CLARK STREET (ALSO BEING THE WEST
LINE OF LOT 5 IN SAID BLOCK 2) AND THE SOUTH LINE OF WEST KINZIE STREET (ALSO BEING THE
NORTH LINE OF LOTS 5 THROUGH 8, BOTH INCLUSIVE, IN SAID BLOCK 2); THENCE EAST ALONG THE
SOUTH LINE OF SAID WEST KINZIE STREET A DISTANCE OF 321.47 FEET TO THE WEST LINE OF NORTH
DEARBORN STREET; THENCE SOUTH ALONG THE WEST LINE OF SAID NORTH DEARBORN STREET (ALSO BEING
THE EAST LINE OF LOT 8 IN SAID BLOCK 2) A DISTANCE OF 178.60 FEET TO A POINT 311.60 FEET
NORTH (AS MEASURED ALONG SAID WEST LINE OF NORTH DEARBORN STREET) OF THE CHICAGO RIVER, AS
OCCUPIED; THENCE WEST A DISTANCE OF 321.47 FEET TO A POINT ON THE EAST LINE OF SAID NORTH
CLARK STREET 300.43 FEET NORTH (AS MEASURED ALONG SAID EAST LINE OF NORTH CLARK STREET) OF
SAID CHICAGO RIVER, AS OCCUPIED; THENCE NORTH ALONG THE EAST LINE OF SAID NORTH CLARK STREET
A DISTANCE OF 177.86 FEET TO THE POINT OF BEGINNING.



A-5









 





EXHIBIT B




Personal Property




Art Work




• Ten (10)Hines specific poster sized photographs

• Red suspended Hines wall




Management Office Conference Room:




• Table

• Ten (10) Leather Chairs

• Phone

• TV/VCR on cart




Management Office Reception Area:




• Small glass side table

• Sofa table

• Two (2) leather waiting room Chairs

• Lamp




Management Office Kitchen:




• Amana Refrigerator/ Freezer

• Sanyo Microwave

• Bloomfield Koffee King- Coffee Maker 3 pots

• GE Profile Performance Dishwasher

• Black and Decker Broiler/ Toast-it-all

• Avaya Phone




2 Administrative desks/areas:




• Two (2)Compaq Desktop Computer

• Two (2) Chairs

• Two (2) Avaya phones

• Handheld radio

• Base radio

• Three 3(-) Two (2) drawer long horizontal file cabinets

• Two (2)- Two (2) drawer short horizontal file cabinets

• HP Laserjet 4100N printer

• HP Laserjet 4200N printer

• Canon 7301 fax machine

• HP Laserjet 3700 series printer




Project Accountant:




B-1









 








• IBM Thinkpad Laptop

• One (1) desk

• Two (2) guest chairs

• Aeron Chair

• Book case

• Storage cabinet

• One (1) Avaya phone

• One (1) long overhead shelf

• HP Laserjet 4250 Printer




Archive Storage Room:




• 4 lateral file units

• Minolta “Dialta” copier (Owned)

• HP 4550 network printer

• HP Deskjet 1220c

• Canon L3500 fax machine (leased)

• One (1) Aeron chair

• Two (2) guest chairs

• HP Scanjet

• IBM typewriter




Property Manager’s office:




• IBM Thinkpad Laptop

• One (1) Avaya Phone

• One (1) wireless headset

• Two (2) Aeron chairs

• Two (2) visitor Chairs

• Desk

• Book case

• Overhead cabinet

• Two (2) storage/file cabinets




Assistant Property Manager’s office:




• IBM Thinkpad Laptop

• One (1) desk

• One (1) Aeron chair

• One (1) short overhead shelf

• One (1) Avaya phone

• One (1) handheld radio

• Storage/file cabinet

• Book case




B-2









 





Office corridor




• Four (4)-Five (5) drawer lateral file cabinets




Copy Room:




• Five (5)-Three (3) drawer lateral file cabinets

• Postage machine (leased)

• Paper cutter

• Binding machine

• Compaq desktop

• Scanner

• Canon copier (leased)

• One (1) Avaya phone

• Two (2)-Five (5) drawer lateral file cabinets

• One (1) storage cabinet




Server Room:




• HP Compaq drive

• HP Storage works drive

• APC (UPS)

• Compaq S510 monitor

• One (1) Avaya IP 400 phone

• One (1) Avaya IP 400 Digital Station

• Net Gear Ethernet switch




Leasing Office:




• Aeron chair

• Desk

• Storage/file cabinet

• Linksys wireless router

• One (1) Avaya phone




Construction office:




• Three (3) Aeron chairs

• One (1) guest chair

• Desk

• Book shelf

• Project table

• One (1) Avaya phone




Conference Room:




• Twelve (12) leather chairs




B-3









 





• One (1) Avaya phone

• Large conference table




Engineering lunch room:




• Large Table

• Drinking water dispenser

• Eight (8) Chairs

• Twelve (12) handheld radios

• Newco coffee pot (2 pots)

• Avaya Phone

• GE Turntable Microwave Oven

• Sub-zero refrigerator

• HP LaserJet 1200

• Compaq Desktop: S/N H001956 and speakers

• One (1)-three (3) drawer short file cabinet

• Two (2) large wood credenzas

• Two (2) small wood credenzas

• Johnson Controls BAS Dell Computer

• Alarm printer OKIDATA MicroLine 390 Turbo

• Two (2) large dry erase/cork board cabinets




Central Plant – 2nd floor Mechanical, 35th floor Mechanical




• Gantry & Beam

• Two (2)-Eight (8) foot ladders

• Two (2)-twelve (12) foot ladders

• Seven (7)- six (6) foot ladders

• Three (3)- 4 foot ladders

• Arc Welder

• Three (3)- Tool cabinets

• Propane Torch Kit (turbo)

• Oxy-Acetylene Torch

• Two (2)- B-tank torch kits

• Goodway Chiller Tube Puncher

• Two (2) wet-vacs

• Led Pot propane torch

• Goodway pressure washer

• Goodway HEPA vac

• Econ Line sand blaster

• Delta drill press

• Band saw

• Snap on part washer

• Milwaukee bench grinder

• Rigid pipe threading machine 535

• Work bench -steel




B-4









 





• Work bench -wood

• CM series 646 Chain Fall, 2 ton

• Two (2) bench vice

• Lawson parts cabinet

• Speedaire air compressor

• Two (2) Toro snow blowers

• Milwaukee 1/2” hamen drill

• Milwaukee 4” grinder

• Milwaukee 16 GA nibbler

• Milwaukee Sawzall

• Milwaukee 18 volt cordless Sawzall

• Milwuakee 18 volt cordless drill

• Milwaukee band saw

• Milwaukee 1/2 right angle drill

• 14.4 volt cordless drill hammer

• Milwaukee HD jig saw

• Milwaukee HD disk sander

• Starrett hole saw kit

• Snap-on 3/8” socket set

• Snap-on 1/2” socket set

• Snap-on 1” socket set

• Milwaukee screw shooter

• Dewalt 18 volt 1/2 cordless drill

• Snap-on 1/4 socket set

• Fluke Multimeter 179

• Three (3)-Two (2) wheel dollies

• Rigid K50 roden

• Rigid K6800 roden

• Two (2) chairs

• One (1) table

• Alnon CFM tester

• Rigid pipe wrench set

• Snap-on box wrenches

• Snap-on hydraulic poller set

• Greenlee knockout set

• CM chain fall tool cabinet with chain falls and ACC

• 1”, 3/4”, 1/2” EMT hand pipe benders

• Greenlee wire truck

• Fish tapes

• Amprobe corrent tracer

• Rigid tripod

• Scaffold set

• JCG Battery lift

• Handy Herman lift

• Bulb eater

• 24’ extension ladder




B-5









 





• HPC key machine

• RYTAN key machine

• Lab-005 pin kit

• Schlage pin kit

• Lab- lock thread kit

• One (1) chair

• One (1) table

• File cabinet

• Man host platform (35)

• Power washing pump and hoses for cooling tower cleaning




Chief Engineer’s office:




• One (1)- Brother MFC 1970MC fax/copy machine

• One (1) Avaya phone

• One (1)-Four (4) drawer file cabinet

• Two (2) visitor Chairs

• Desk

• Chair

• Overhead shelf

• Four (4) drawer horizontal file cabinet

• Compaq Desktop Computer: S/N H001705

• One (1) small table

• One (1) large credenza

• One (1) small three (3)-shelf unit

• Mini refrigerator

• Kennedy 7-drawer tool box

• Three (3) boxes main fan parts

• Computer work station




Security Supervisor’s office:




• Fargo badge printer

• Two (2) monitors

• HP Inkjet 6122

• Desk

• Chair

• Two (2) visitor chairs

• Two (2) overhead shelves

• One (1) Avaya Phone

• Handheld radio




Housekeeping and Security Staff Break Room:




• Five (5) tables

• Twenty (24) chairs




B-6









 





• Refrigerator

• Ice machine




Kitchen:




• GE No frost refrigerator/ freezer

• Bloomfield Koffee-King (3 pots)

• Coffee Unlimited (2 pot)

• AT&T phone




Dock Security Desk:




• Three (3) desks

• Two (2) chairs

• One (1) Brother fax machine

• One (1) Avaya phone

• Two (2) DVRs

• One (1) small refrigerator

• Two (2) video monitors with controllers

• One (1) LCD computer monitor

• JBM computer

• One (1) portable heater

• One (1) water dispenser




East and West Side Security Desks:




• Desk

• Three (3) stools

• Two (2) Avaya phones

• One (1) portable heater

• Two (2) IBM computers

• One (1) video monitor with two (2) controllers

• Two (2) LCD monitors

• Two (2) Dymo Badge printers

• One (1) desk lamp




3rd Floor Fitness Center:




• Keiser brand circuit training equipment

• All “free weights” in free weight room




B-7









 





EXHIBIT C




Operating Contracts




	 	 	 
	Service	 	Contractor
	B.A.S. Maintenance

	 	Johnson Controls, Inc.
	 
	Chiller Maintenance

	 	Trane Chicago Service
	 
	Fax Lease/Maintenance

	 	Canon Business Solutions
	 
	Copier Lease/Maintenance

	 	Canon Business Solutions
	 
	Elevator/Escal Maintenance

	 	Fujitec America
	 
	Extermination

	 	Rentokil Pest Control
	 
	Janitorial

	 	ABM Lakeside
	 
	Landscaping — Exterior

	 	Kinsella Landscape, Inc.
	 
	Landscaping — Interior

	 	Fleur tatious Designs, Ltd.
	 
	Life Safety System

	 	Intelligent Systems Services, Inc.
	 
	Lobby & Elevator Cab Stone Floor Maintenance

	 	Stone & Metal Group
	 
	Metal Maintenance

	 	Stone & Metal Group
	 
	Parking

	 	Standard Parking Corporation
	 
	Phone Equipment

	 	Maron Structure Technologies
	 
	Security-On-Site

	 	ABM Security Services
	 
	Waste Hauling

	 	National Waste / Allied Waste
	 
	Water Treatment

	 	H-O-H Chemicals, Inc.
	 
	Window Washing

	 	Chicago Window Cleaning
	 
	Visitor Check-In

	 	Dunn Solutions Group
	 
	Satellite TV(fitness ctr)

	 	USA DirecTV






C-1









 






Warranty Information




	 	 	 	 	 	 	 
	Service or item insured	 	Manufacturer Warranty	 	Contractor Warranty	 	Expiration of Warranty
	Cooling Tower

(SE corner unit)

	 	*Yes. Baltimore
Aircoil Co.
	 	No
	 	March 10, 2008
	 
	 	 	 	 	 	 
	Roof Replacement

	 	Yes. American
Hydrotech Roofing
	 	No
	 	15 years. May 20, 2018
	 
	 	 	 	 	 	 
	Snap Cover Project

	 	No
	 	1 year from
completion date
	 	November 3, 2006






 




	* Note:	 	Items covered in cooling tower warranty are original equipment components only.
Fans, fan shafts, bearings, sheaves, gearboxes, driveshafts, couplings, fan motors, mechanical
equipment supports.




C-2









 











EXHIBIT D-1




Major Tenants





	•	 	Howrey Simon Arnold & White LLP
	 
	•	 	The American Bar Association
	 
	•	 	Foley & Lardner LLP
	 
	•	 	Mesirow Financial Holdings Inc.
	 
	•	 	World Travel / BTI




D-1-1









 











EXHIBIT D-2




Form Of Tenant Estoppel Certificate



[All blanks will be completed by Seller prior to delivery of Estoppel Certificate to the Tenant.]



From:



                                                                                                                        (“Tenant”)



To:



                                                                                                                        (“Purchaser”)



and



                                                                                                                        (“Landlord”)




          Lease: Lease dated ___, ___ between Landlord and Tenant, covering the Premises (as
defined below), as modified, altered or amended (as further described in Paragraph 1 below) (the
“Lease”). All capitalized terms used and not otherwise defined herein shall have the meanings
assigned thereto in the Lease.




          Premises: Suite ___, consisting of a total of ___ rentable square feet (as set
forth in the Lease) (the “Premises”), located in the building known as ___
having an address of ___ (“Building”).




          Tenant hereby certifies to Landlord and Purchaser as follows:




          1. Tenant is the current Tenant under the Lease. The Lease is in full force and effect and is
the only lease, agreement or understanding between Landlord and Tenant affecting the Premises and
any rights to parking. The Lease has not been modified, altered or amended, except by the
documents listed on Annex I attached hereto.




          2. The Commencement Date of the Lease occurred on ___, and the Expiration Date of
the Lease will occur on ___.




          3. Tenant has accepted and is occupying the Premises under the Lease. The Base Rent under the
Lease for the current year of the Term is $____ per square foot of rentable area per year, or
$____ per month. Tenant’s next increase in Base Rent is effective on ___, 200___.
Tenant is also responsible to pay Additional Rent. Tenant is currently paying $____ per month
in Additional Rent for estimated 2005 Operating Costs (including management fees) based on a pro
rata share of ___%. Tenant has fully paid all Base Rent, Additional Rent and other sums due and
payable under the Lease on or before the date of this Certificate and Tenant has not paid any Rent
more than one month in advance.




D-2-1









 








          4. As of the date of this Certificate, Tenant has not sent any notice of default (which has
not been cured) to Landlord or received any notice of default (which has not been cured) from
Landlord, and [[to Tenant’s knowledge,]] (i) Landlord is not in default under any of the terms,
conditions or covenants of the Lease to be performed or complied with by Landlord, and no event has
occurred and no circumstance exists which, with the passage of time or the giving of notice by
Tenant, or both, would constitute such a default, and (ii) Tenant is not in default under any of
the terms, conditions or covenants of the Lease to be performed or complied with by Tenant, and no
event has occurred and no circumstance exists which, with the passage of time or the giving of
notice by Landlord, or both, would constitute such a default.




          5. As of the date of this Certificate, Tenant has no existing defenses, offsets or credits
against the payment of Rent and other sums due or to become due under the Lease or against the
performance of any other of Tenant’s obligations under the Lease.




          6. Tenant has accepted and is presently occupying the Premises, and the Premises have been
completed in accordance with the terms of the Lease. All improvements, alterations, or additions
to the Premises required to be made by Landlord have been completed to the satisfaction of Tenant.
All contributions required to be made by Landlord for improvements to the Premises, including
abatements, allowances or credits or offsets, if any, against rent or other charges due under the
Leases, have been paid in full to Tenant except as follows: ___.




          7. Tenant has no option or right of first refusal to purchase the Premises. Tenant has no
option to extend, renew or terminate the Lease, except as expressly provided for in the Lease.




          8. [Tenant has paid to Landlord a security deposit in the amount of $___.] [Tenant has
delivered to Landlord a security deposit in the form of a letter of credit in the amount of $ ____.]




          9. Tenant agrees that, from and after the date hereof, Tenant will not pay any rent under the
Lease more than thirty (30) days in advance of its due date.




          10. There are no other agreements written or oral between the Tenant and the Landlord with
respect to the Lease, the Premises or the Building.




          11. There are no actions, whether voluntary or otherwise, pending or threatened against Tenant
(or any guarantor of Tenant’s obligations pursuant to the Lease) under the Bankruptcy or insolvency
laws of the United States or any state thereof, and there are no attachments, executions,
assignments for the benefit of creditors, or voluntary or involuntary proceedings under the U.S.
Bankruptcy Code or any other debtor relief laws pending or threatened against Tenant.




          12. Neither the Tenant nor [[, to Tenant’s knowledge,]] the Landlord has commenced any action
or given or received any notice for the purpose of terminating the Lease.




D-2-2









 








          13. The party executing this document on behalf of Tenant represents that he/she has been
authorized to do so on behalf of Tenant.




          14. Tenant has not entered into any sublease, assignment or other agreement transferring any
of its interests in the Lease or Premises, except as follows: ___.




          Tenant understands that this Certificate is required in connection with Purchaser’s (or any
affiliate of Purchaser’s) acquisition of the Building from, or the acquisition of direct or
indirect interests in Landlord from, the seller thereof (the “Seller”), and Tenant agrees that
Purchaser (together with its affiliates, successors and assigns), Lender (together with its
affiliates, successors and assigns), any other lender providing financing with respect to the
Building or such acquisition, Landlord and Seller shall be entitled to, and in fact will, rely on
the truth and accuracy of the foregoing certifications made by Tenant in entering into any such
loan and/or sale transaction.




          EXECUTED on this ___ day of ___, 200___.



“TENANT”



                                                     




By:                                               

Name:                                          

Title:                                            




D-2-3









 





EXHIBIT E




Inspection Agreement




     This INSPECTION AND CONFIDENTIALITY AGREEMENT (the “Agreement”) is made by and between
321 NORTH CLARK REALTY, L.L.C. (“Seller”) and ______
(“Interested Party”).



WITNESSETH:




     WHEREAS, Seller owns certain real property and improvements commonly known as 321 North Clark,
Chicago, Illinois 60602 (“Property”).



     WHEREAS, Seller desires to allow Interested Party to begin its inspection of the Property on
the terms and conditions provided for in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     1. Inspection. (a) Subject to the terms and provisions of this Agreement, Seller
shall, during the period (the “Inspection Period”) commencing on the date of this Agreement
and ending 5 p.m. (Central Standard Time) on ___, 2006, (x) permit Interested Party and
its authorized agents and representatives to enter upon the Property during normal business hours
to inspect the Property and (y) provide to Interested Party, to the extent in Seller’s possession
or control, such documents or instruments with respect to the use, ownership, operation and
maintenance of the Property as may be made available by Seller in the exercise of its discretion.
Interested Party shall notify Seller of the Interested Party’s intention, or the intention of its
agents, employees, contractors or representatives, to enter the Property at least 24 hours prior to
such intended entry.



     (b) Any soil borings or other invasive tests to the Property which Interested Party proposes
to perform shall require the prior written approval of Seller, which approval may be granted or
withheld in Seller’s sole and absolute discretion; provided, however, that prior to giving such
approval, Seller shall be provided with a written sampling plan in reasonable detail in order to
allow Seller a reasonable opportunity to evaluate such proposal. If Interested Party or its
representatives undertake any borings or other disturbances of the soil, the soil shall be
re-compacted to substantially the same condition as existed immediately before any such borings or
other disturbances were undertaken. If Interested Party or its agents, employees or contractors
take any sample from the Property in connection with any testing, Interested Party shall upon the
request of Seller, provide to Seller a portion of such sample being tested to allow Seller, if it
so chooses, to perform its own testing. Interested Party shall restore the Property to
substantially the same condition as existed prior to the inspections promptly after Interested
Party’s physical inspections and inquiries of the Property, but in no event later than fifteen (15)
days after the damage occurs.



E-1









 





     (c) Interested Party shall bear the cost of all inspections and tests. At Seller’s option,
Seller may be present for any inspection or test.



     2. Inspection Obligations. In conducting any inspections, investigations or tests (as
permitted by this Agreement) of the Property, Interested Party and its agents, employees,
contractors and representatives shall: (i) not unreasonably interfere with the use of the Property
by any occupant or tenant thereof (“Tenant”); (ii) not unreasonably interfere with the
operation and maintenance of the Property; (iii) not damage any part of the Property or personal
property located at the Property owned or held by any person or entity; (iv) not injure or
otherwise cause bodily harm to Seller or its respective agents, guests, invitees, contractors and
employees or any Tenant or any other person or entity; (v) maintain comprehensive general liability
insurance covering any accident arising in connection with the presence of Interested Party, its
agents, employees, contractors and representatives on the Property in the minimum amounts of
$1,000,000 per occurrence and $2,000,000 in the aggregate, and Seller shall be named as an
additional insured thereunder; (vi) not permit any liens to attach to the Property by reason of the
exercise of its rights hereunder; (vii) restore the Property to substantially the same condition in
which the same was found before any such inspection or tests were undertaken; and (viii) not
communicate with any Tenant, governmental authority or service providers without Seller’s written
consent; provided, however, (a) upon no less than 48 hours notice to Seller (and with Seller’s
participation, if requested by Seller), Interested Party may communicate with any governmental
authority (other than any property tax assessor or other taxing authorities) for any good faith
reasonable purpose related to the matters described in this clause (viii), unless such
communication involves the disclosure or discussion of environmental matters discovered during
inspection, in which case Seller’s consent shall be required, and (b) Interested Party may
interview tenants and service providers of the Property if the interviews are coordinated through
Seller and Seller has the right to have a representative present for each such interview.



     3. Confidentiality.



     (a) Interested Party and its partners, members, attorneys, agents, contractors,
representatives, employees and consultants (collectively “Representatives”) will treat the
information, documents and other items or matters disclosed to it by Seller or discovered on
account of or pursuant to Interested Party’s inspections (which information shall not include
information known by Interested Party prior to such disclosures by Seller or such inspections or
any information which is generally known or available to the public other than through Interested
Party) (the “Information”) as confidential, giving it the same care as Interested Party’s
own confidential information, will not disclose the Information in any manner whatsoever, in whole
or in part, and will make no use of any such Information except in connection with the transactions
contemplated by this Agreement or to the extent required by court or legal requirements (INCLUDING,
IF INTERESTED PARTY OR ANY AFFILIATE (OR ENTITY ADVISED BY AN AFFILIATE) OF INTERESTED PARTY MUST
DISCLOSE THE INFORMATION IN ANY DOCUMENT AS REQUIRED BY THE FEDERAL SECURITIES LAWS, OR ANY RULES
OR REGULATIONS PROMULGATED THEREUNDER). Further, Interested Party agrees to disclose the
Information only to the Representatives who need to know the Information for purposes of Interested
Party’s evaluation of the Property, provided that



E-2









 




Interested Party shall have instructed its Representatives as to the confidential nature of such
Information (and Interested Party shall be responsible for a breach of confidentiality by any
attorney, contractor or consultant engaged by Interested Party (or its agent)).




     (b) Upon request by Seller, Interested Party shall promptly return to Seller all Information
provided by or on behalf of Seller and, if requested by Seller, deliver to Seller a copy of all
third party engineering and environmental reports prepared by or on behalf of Purchaser with
respect to the Property, but without any representations or warranties with respect thereto, or
right to rely thereon. In addition, and except as required by applicable law, neither party shall
issue any such release or make any statement to the media without the other party’s consent, which
may be withheld in either party’s sole and absolute discretion. For purposes of this Agreement,
the term “Information” shall be deemed to include any information, reports, tests, or studies
(together with the results of such studies and tests) obtained by or provided to Interested Party
or its Representatives regarding the Property, whether in connection with the inspections of the
Property, its review of the due diligence materials and other information delivered or made
available to Interested Party, or otherwise (but shall not include Information known by Interested
Party prior to such disclosures by Seller or such inspections or any information which is generally
known or available to the public other than through Interested Party).



     (c) In the event that Interested Party is required or requested (by oral questions,
interrogatories, requests for information or documents (including without limitations, Freedom of
Information Law requirements), subpoena, Civil Investigative Demand or other process) to disclose
any Information, Interested Party agrees to provide Seller with prompt notice of any such
requirement or request so that Seller may seek an appropriate protective order or waive Interested
Party’s compliance with the provisions of this Agreement. If a protective order or the receipt of
a waiver hereunder has not been obtained, or if prior notice is not possible, and Interested Party
is, based upon the advice of Interested Party’s counsel, compelled to disclose Information,
Interested Party may disclose that portion of the Information which Interested Party’s counsel
advises Interested Party that Interested Party is compelled to disclose. In any event, Interested
Party will not oppose action by Seller to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Information.



     (d) Interested Party understands and acknowledges that Seller does not make any
representations or warranties as to the accuracy or completeness of the Information. Seller
expressly disclaims any and all liability for representations or warranties, express or implied, in
or related to the Information, or in any other written or oral communications transmitted or made
available to Interested Party by Seller.



     (e) Interested Party shall not record any memorandum disclosing this Agreement.



     (f) Interested Party’s obligations under Section 3(a), (b) and (c) shall terminate upon the
earlier (x) the acquisition of the Property by Interested Party, and (y) the second anniversary of
the date of this Agreement.



     4. Indemnification. Interested Party acknowledges that remedies at law may be
inadequate to protect against breach of this Agreement, and Interested Party hereby agrees in



E-3









 




advance to the granting of injunctive relief in Seller’s favor without proof of actual damages, in
addition to any other remedies available at law or in equity. If Interested Party breaches this
Agreement, Interested Party shall reimburse Seller for all third party costs and expenses,
including reasonable attorneys’ fees incurred by Seller in enforcing Interested Party’s obligations
under this Agreement. Interested Party hereby agrees to indemnify, defend and hold Seller and its
respective members, partners, agents, officers, directors, employees, successors and assigns
harmless from and against any and all liens, claims, causes of action, damages (excluding
consequential, special and punitive damages), liabilities, demands, suits, obligations, losses,
penalties, costs and expenses (including reasonable attorneys’ fees) arising out of Interested
Party’s inspections or tests permitted hereunder or any violation of the provisions of this
Agreement, but excluding liens, claims, causes of action, damages, liabilities, demands, suits,
obligations, losses, penalties, costs and expenses incurred by any such person or entity and
arising from Interested Party’s discovery of adverse facts or conditions with respect to the
Property, which facts or conditions were not otherwise caused by Interested Party’s activities on
the Property. No termination of this Agreement or failure of Interested Party to acquire the
Property will terminate Interested Party’s obligations pursuant to this Agreement except as
provided in Section 3(f) above.




     5. Entire Agreement. This Agreement contains the entire agreement of the parties
hereto regarding the subject matter hereof, and there are no other agreements, oral or written
regarding the subject matter hereof. This Agreement can be amended only by written agreement
signed by the parties hereto.



     6. No Obligation. Seller is under no legal obligation of any kind whatsoever with
respect to the proposed sale of the Property by virtue of this Agreement.



     7. Agreement Binding on Parties. This Agreement, and the terms, covenants, and
conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal
representatives, successors, and permitted assigns of each of the parties hereto. Interested Party
may not assign its rights hereunder without the prior written consent of Seller.



     8. Counterparts. This Agreement may be executed in counterparts each of which shall
be deemed to be an original.



     9. Governing Law. This Agreement will be construed, performed and enforced in
accordance with the laws of the State of Illinois.



     10. Notice. For purposes of this Agreement only, any notice (including written
notice) required by this Agreement shall be provided to:



	 	 	 	 	 
	 

	 	If to Seller:
	 	321 North Clark Realty, LLC
	 

	 	 	 	One South Dearborn
	 

	 	 	 	1 South Dearborn Street, Suite 2000
	 

	 	 	 	Chicago, IL 60603
	 

	 	 	 	Attn: C. Kevin Shannahan
	 

	 	 	 	Fax: (312) 346-4180
	 
	 	 	 	 
	 

	 	 	 	Attn: Thomas Danilek






E-4









 






	 	 	 	 	 
	 

	 	 	 	Fax: (312) 419-1932
	 
	 	 	 	 
	 

	 	With copy to:
	 	Hines Interests Limited Partnership
	 

	 	 	 	2800 Post Oak Boulevard, 49th Floor
	 

	 	 	 	Suite 5000 Williams Tower
	 

	 	 	 	Houston, Texas 77056-6118
	 

	 	 	 	Attn: Jeffrey C. Hines
	 

	 	 	 	Fax: (713) 966-2020
	 
	 	 	 	 
	 

	 	With copy to:
	 	Baker Botts L.L.P.
	 

	 	 	 	2001 Ross Avenue
	 

	 	 	 	Dallas, Texas 75201-2980
	 

	 	 	 	Attn: Patricia M. Stanton
	 

	 	 	 	Fax: (214) 661-4704
	 
	 	 	 	 
	 

	 	With copy to:
	 	J.P. Morgan Fleming Asset Management Inc.
	 

	 	 	 	522 Fifth Avenue
	 

	 	 	 	New York, New York 10036
	 

	 	 	 	Attn: Dennis Keyes
	 

	 	 	 	Fax: (212) 837-1763
	 
	 	 	 	 
	 

	 	With copy to:
	 	Seward & Kissel LLP
	 

	 	 	 	One Battery Park Plaza
	 

	 	 	 	New York, New York 10004
	 

	 	 	 	Attn: Mark A. Brody, Esq.






	 	 	 	 	 	 	 	 	 
	 

	 	If to Interested Party:	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 

	 	 	 	Attn:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	With a copy to:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 
	 

	 	 	 	Attn:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 
	 

	 	 	 	Fax:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 






E-5









 






     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 
 day of ___, 200___.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 NORTH CLARK REALTY, L.L.C.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,
	 	 	 	 	 	 	its company manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines 321 North Clark Realty GP LLC,
	 	 	 	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,
	 	 	 	 	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Hines Holdings, Inc.,
	 

	 	 	 	 	 	 	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	By:                                              
	 

	 	 	 	 	 	 	 	 	 	 	 	Name:                                         
	 

	 	 	 	 	 	 	 	 	 	 	 	Title:                                           
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	INTERESTED PARTY:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	                                                                                                 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:                                                                                           
	 	 	Name:                                                                                      
	 	 	Title:                                                                                         






E-6









 






EXHIBIT F




Lawsuits




     None.



F-1









 





EXHIBIT G




List Of Tenant Leases




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subleases (to	 	 
	 	 	 	 	 	 	Hines’	 	Sideletters/other
	Tenant	 	Lease Date	 	Amendments	 	Knowledge)	 	documents
	321 Bridge, Inc.

	 	March 1, 2002
	 	Amendment 1 -
October 1, 2002


Amendment 2 — June
1, 2005
	 	None
	 	Estoppel
Certificate-April
5, 2002


SNDA-April 5, 2002
	 
	 	 	 	 	 	 	 	 
	American Bar
Association

	 	November 5, 2001
	 	Amendment 1 — April
15, 2004


Amendment 2 -
September 23, 2004
	 	None
	 	Estoppel
Certificate-November
5, 2001


SNDA-November 5,
2001
	 
	 	 	 	 	 	 	 	 
	Cambridge Capital
Partners

	 	February 14, 2006
(License Agreement)
	 	None
	 	None
	 	None
	 
	 	 	 	 	 	 	 	 
	CJA & Associates, Inc.

	 	June 3, 2003
	 	Amendment 1 — July
31, 2003
	 	None
	 	Estoppel
Certificate-June 2,
2003


SNDA-June 12, 2003
	 
	 	 	 	 	 	 	 	 
	Contego Capital
Partners, LLC

	 	June 23, 2005
	 	None
	 	None
	 	Estoppel
Certificate-June
23, 2005


SNDA-June 23, 2005
(Doc. date; no
signature date)
	 
	 	 	 	 	 	 	 	 
	Foley & Lardner

	 	July 31, 2002
	 	Amendment 1 -
December 17, 2003
	 	The Prime Group -
January 30, 2004


Consent to Sublease
- February 5, 2004
	 	Estoppel
Certificate-July
31, 2002


SNDA-July 31, 2002
	 
	 	 	 	 	 	 	 	 
	Foran, O’Toole & Burke
LLC

	 	June 30, 2004
	 	None
	 	None
	 	Estoppel
Certificate-June
30, 2004


SNDA-June 30, 2004
	 
	 	 	 	 	 	 	 	 
	Fox, Hefter, Swibel,
Levin & Carroll, LLP

	 	August 15, 2003
	 	None
	 	None
	 	Estoppel
Certificate-August
14, 2003


SNDA-September 3,
2003






G-1









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subleases (to	 	 
	 	 	 	 	 	 	Hines’	 	Sideletters/other
	Tenant	 	Lease Date	 	Amendments	 	Knowledge)	 	documents
	Howrey Simon Arnold &
White, LLP

	 	April 30, 2002
	 	None
	 	None
	 	Estoppel
Certificate- April
30, 2002


SNDA-April 30, 2002
	 
	 	 	 	 	 	 	 	 
	HSR Business to
Business, Inc.

	 	February 25, 2004
	 	None
	 	None
	 	Estoppel
Certificate-February
25, 2004
	 
	 	 	 	 	 	 	 	 
	IML Group, LLC

	 	November 16, 2005
	 	None
	 	None
	 	Estoppel
Certificate-November
19, 2003


SNDA-November 19,
2003
	 
	 	 	 	 	 	 	 	 
	Leahy, Hoste,
Latherow, Poretta et
al.

	 	November 19, 2003
	 	None
	 	None
	 	None
	 
	 	 	 	 	 	 	 	 
	Loeb & Loeb LLP

	 	August 23, 2004
	 	None
	 	None
	 	Storage
Lease-December 31,
2004


Letter
Agreement-January
3, 2003
	 
	 	 	 	 	 	 	 	 
	Mesirow Financial
Holdings, Inc.

	 	July 23, 2001
	 	Amendment 1 -
December 3, 2003


Amendment 2 -
February 1, 2004


Amendment 3 -
December 10, 2004


Amendment 4 –
February 16, 2006
	 	None
	 	None
	 
	 	 	 	 	 	 	 	 
	Metropolitan Fiber
Systems of Chicago,
Inc.

	 	December 1, 2003
	 	None
	 	None
	 	Estoppel
Certificate-July
11,2003


SNDA-July 14, 2003
	 
	 	 	 	 	 	 	 	 
	Pacific Resources

	 	June 6, 2003
	 	Amendment 1 -
September 10, 2003
	 	None
	 	Estoppel
Certificate-November
5, 2004


SNDA-November 5,
2004 (Doc. date; no
signature date)
	 
	 	 	 	 	 	 	 	 
	Rock Fusco, LLC

	 	November 5, 2004
	 	None
	 	None
	 	Estoppel
Certificate-August
20, 2003


SNDA-August 21, 2003






G-2









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subleases (to	 	 
	 	 	 	 	 	 	Hines’	 	Sideletters/other
	Tenant	 	Lease Date	 	Amendments	 	Knowledge)	 	documents
	Shaw Gussis Fishman
Glantz Wolfson &
Towbin, LLC

	 	July 28, 2003
	 	Amendment 1 — April
27, 2005
	 	None
	 	Estoppel
Certificate-April
16, 2003


SNDA-Jun 11, 2003
	 
	 	 	 	 	 	 	 	 
	Sports & Entertainment

	 	April 21, 2003
	 	Amendment 1 – March
1, 2006
	 	None
	 	Estoppel
Certificate-May
2005


SNDA-May 2005
	 
	 	 	 	 	 	 	 	 
	Staubach Midwest, LLC

	 	May 6, 2005
	 	Amendment 1 – March
1, 2006
	 	None
	 	Estoppel
Certificate-May 9,
2005


SNDA-No date
	 
	 	 	 	 	 	 	 	 
	Steinco Inc.

	 	May 9, 2005
	 	None
	 	None
	 	Estoppel
Certificate-December
24,2002


SNDA-December 26,
2002
	 
	 	 	 	 	 	 	 	 
	V-Land Corporation

	 	December 27, 2002
	 	Amendment 1 — June
15, 2005
	 	None
	 	Estoppel
Certificate-March
5, 2001
	 
	 	 	 	 	 	 	 	 
	World Travel Partners
I, LLC

	 	June 24, 1987
	 	Amendment 1 -
February 10, 1988


Amendment 2 -
February 10, 1988


Amendment 3 — July
31, 1990


Amendment 4 — March
31, 1992


Amendment 5 -
January 1995


Amendment 6 -
November 29, 1999


	 	None
	 	Estoppel
Certificate-March
5, 2001






G-3









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Subleases (to	 	 
	 	 	 	 	 	 	Hines’	 	Sideletters/other
	Tenant	 	Lease Date	 	Amendments	 	Knowledge)	 	documents
	 

	 	 	 	Amendment 7 -
September 1, 2000


Amendment 8 — June
1, 2003	 	 	 	 
	 
	 	 	 	 	 	 	 	 





G-4









 






EXHIBIT H




LEASING COSTS




[[**TO FOLLOW**]]




H-1









 





EXHIBIT I




Non-Foreign Entity Certification




     Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property
interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including
Section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property
interest under local law) will be the transferor of the property and not the disregarded entity.
To inform the transferee that withholding of tax is not required upon the disposition of a U.S.
real property interest by ___, a ___ (the
“Transferor”), the undersigned hereby certifies the following on behalf of the Transferor:



     1. Transferor is not a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations);




	2.	 	Transferor is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);
	 
	3.	 	Transferor’s U.S. employer identification number is ___; and
	 
	3.	 	Transferor’s office address is
	 
	 	 	                                                            
	 
	 	 	                                                            
	 
	 	 	                                                            





     Transferor understands that this certification may be disclosed to the Internal Revenue
Service and that any false statement made within this certification could be punished by fine,
imprisonment, or both.



     Under penalties of perjury the undersigned declares that he has examined this certification
and that to the best of his knowledge and belief it is true, correct and complete, and the
undersigned further declares that he has the authority to sign this document on behalf of the
Transferor.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TRANSFEROR:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 NORTH CLARK REALTY, L.L.C.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,
	 	 	 	 	 	 	its company manager
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines 321 North Clark Realty GP LLC,
	 	 	 	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,
	 	 	 	 	 	 	 	 	 	 	its sole member






I-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:
	 	Hines Holdings, Inc.,
	 

	 	 	 	 	 	 	 	 	 	 	 	its general partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	By:                                                        
	 

	 	 	 	 	 	 	 	 	 	 	 	Name:                                                   
	 

	 	 	 	 	 	 	 	 	 	 	 	Title:                                                     







I-2









 







EXHIBIT J




General Conveyance, Bill Of Sale,




Assignment And Assumption




                                                                      , a                      (“Seller
”), for and in consideration of
the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration to Seller paid
by
                    ,
a
                    
(“Purchaser”), the receipt of which is hereby
acknowledged, hereby bargains, sells, transfers, conveys and assigns to Purchaser pursuant to this
General Conveyance, Bill of Sale and Assignment (this
“General Conveyance”) the following described
property:




          (a) Seller’s right, title and interest in and to all equipment, appliances, tools, supplies,
machinery, furnishings and other tangible personal property, attached to, appurtenant to, located
in the improvements (the “Improvements”) located on the real property described on Exhibit
A attached hereto and made a part hereof for all purposes
(the “Real Property”) and used
exclusively by Seller in connection with its ownership or operation of the Improvements and
described on Exhibit B attached hereto (the
“Personal Property”);




          (b) Any and all of Seller’s right, title and interest in and to the service agreements,
maintenance contracts, equipment leasing agreements, leasing commission agreements, warranties,
guarantees, bonds and other contracts for the provision of labor, services, materials or supplies
relating solely to the Real Property or the Improvements as listed on Exhibit C attached
hereto, in each instance to the extent assignable without the necessity of consent or assignable
only with consent and such consent has been obtained
(“Operating Contracts”);




          (c) All of Seller’s right, title and interest, as lessor, under all written leases, rental
agreements, occupancy agreements and license agreements, and all written renewals, amendments,
modifications and supplements thereto (“Tenant Leases”) with the Tenants set forth on Exhibit
D attached hereto, together with all refundable security
deposits (“Tenant Deposits”) of
Tenants as listed on Exhibit C attached hereto; and




          (d) Any and all of Seller’s right, title and interest in and to all licenses, permits,
certificates of occupancy, approvals, dedications, subdivision maps and entitlements issued,
approved or granted by governmental authorities prior to the date hereof in connection with the
Real Property and the Improvements together with all renewals and modifications thereof, in each
instance, to the extent assignable without the necessity of consent or assignable only with consent
and such consent has been obtained (the “Licenses and
Permits”).




          The Personal Property, Operating Contracts, Tenant Leases, Tenant Deposits and Licenses and
Permits are hereinafter collectively referred to as the “Property.”




          This General Conveyance is subject to the provisions of Sections 5.3 and 17.15 of the
Agreement of Sale and Purchase between Seller and Purchaser dated ___, 2005.




          To facilitate execution of this General Conveyance, this General Conveyance may be executed in
multiple counterparts, each of which, when assembled to include an original




J-1









 







signature for each party contemplated to sign this General Conveyance, will constitute a
complete and fully executed original. All such fully executed original counterparts will
collectively constitute a single agreement.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	EXECUTED as of the                      day of                    , 200__.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	SELLER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 NORTH CLARK REALTY, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,

its company manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty GP LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Hines Holdings, Inc.,
its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	 
	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	 
	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 






	 	 	 	 	 	 	 	 	 
	 	 	PURCHASER:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






General Conveyance, Bill of Sale,

Assignment and Assumption




J-2









 





EXHIBIT K




Form of Special Warranty Deed




Prepared by:





                                        





                                        





                                        





                                        





and after recording

please return to:




                                        





                                        





                                        





                                        





SPECIAL WARRANTY DEED




     THIS SPECIAL WARRANTY DEED, made as of                                         , between
                                                            , a                                                             , whose address is
                                                                                                    
 (“Grantor”) and
      
                          , a                                                             , whose address is
             
                                                              (“Grantee”).



W I T N E S S E T H:




     Grantor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, grants, sells and conveys to
Grantee the lots, tracts or parcels of land in the City of Chicago, County of Cook, State of
Illinois, described in Exhibit “A” subject to the matters listed in Exhibit “B”.



     TO HAVE AND TO HOLD such premises with all privileges, servitudes, rights of way, and
easements appurtenant thereto, and any and all buildings, plants, facilities, installations,
fixtures and other structures and improvements situated or located thereon or attached thereto to
Grantee and Grantee’s successors and assigns forever, Grantor covenanting that such premises are
free and clear from any encumbrance done or suffered by Grantor (except as otherwise described in
Exhibit B) and that Grantor will warrant and defend the title to such premises to Grantee
and Grantee’s successors and assigns forever against the lawful claims and demands of all persons
claiming by, under or through Grantor.



K-1









 





     IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed on the date first written
above.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 NORTH CLARK REALTY, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,

its company manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty GP LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,

its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	Hines Holdings, Inc.,
its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 

	 	 






K-2









 






	 	 	 	 	 
	STATE OF                    

	 	 	 	 
	 

	 	)SS.	 	 
	COUNTY OF                    
	 	 	 	 






     I,                     , a Notary Public in and for said County in the State aforesaid,
do hereby certify that                     , the                      of                     , a                     ,
personally known to me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person and acknowledged that he/she signed and delivered such
instrument as his/her own free and voluntary act and as the free and voluntary act of said
                    , and in the capacity set forth therein.



     GIVEN under my hand and notarial seal this ___ day of                     , 200___.



	 	 	 
	 

	 	 
	 

	 	Notary Public






My Commission expires:





                                        




K-3









 








EXHIBIT A to EXHIBIT K




LEGAL DESCRIPTION




K-4









 





EXHIBIT B to EXHIBIT K




PERMITTED EXCEPTIONS




1. General and special real property taxes and assessments, a lien not yet due and payable.




[List all other specific Permitted Exceptions]





K-5










 







EXHIBIT L




Commitment




L-1









 





EXHIBIT M-1




form of westin estoppel 

with respect to easement and operating agreement




(Hotel Owner)




Easement and Operating Agreement Estoppel




                    , 2006




	 	 	 	 	 
	From:

	 	 	 	(“undersigned Owner”)
	 

	 	 	 	 
	 
	 	 	 	 
	To:

	 	 	 	(“Purchaser”)
	 

	 	 	 	 
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	(“Project Owner”)
	 

	 	 	 	 






			
	          Re:	 	Easement and Operating Agreement made as of the 14th day of January 1986, between LaSalle National
Bank as Trustee under Trust Agreement dated March 1, 1985 a.k.a Trust No. 109495, LaSalle National Bank as
Trustee under Trust Agreement dated June 29, 1981 a.k.a. Trust No. 104102, and LaSalle National Bank as Trustee
under Trust Agreement dated September 20, 1985 a.k.a Trust No. 110339 and the JDC-Tishman Chicago Hotel Company,
recorded as Document Number 86-025944 with the Cook County Recorder’s Office, as amended by that certain First
Amendment to Easement and Operating Agreement dated August 23, 1988, recorded as Document Number 88-384561 with
the Cook County Recorder’s Office (collectively, the “Easement Agreement”)




Ladies and Gentlemen:




          This estoppel certificate is being delivered pursuant to Article XII of the Easement
Agreement. Any defined terms used herein and not otherwise defined shall have the meaning ascribed
to such term in the Easement Agreement.




          The undersigned is the Owner of the Hotel Parcel. Purchaser is the proposed purchaser of the
Project Parcel from, or the direct or indirect interests in Project Owner from, the seller thereof
(the “Seller”). In connection with the foregoing, the undersigned Owner does hereby certify to
Purchaser, Project Owner and Seller as follows:




     The Easement Agreement is in full force and effect and there are no amendments or
modifications of any kind to the Easement Agreement.



     To the best knowledge of the undersigned Owner making this certificate: (i) no uncured
default, event of default, or breach exists under the Easement Agreement by any Owner, and no



M-1-1









 







facts or circumstances exist that, with the passage of time, will or could constitute a
default, event of default, or breach under the Easement Agreement by any Owner, and (ii) there is
no outstanding claim made by the undersigned Owner alleging Project Owner’s default under the
Easement Agreement;



     [[To the best knowledge of the undersigned Owner making this certificate,]] There are no
monetary payments due to, or owed from, any Owner pursuant to the Easement Agreement, except:



     Project Owner’s last payment of Project Owner’s Share of Taxes was made on                     , 200___ (for tax
year 200_) in the amount of $                    .



     Project Owner’s last payment of Project Owner’s Share of Common Area Expenses was made on                     ,
200___ in the amount of $                     for Project Owner’s Share of (200_) Common Area Expenses, which
payment reflected the Project Owner’s complete share of the scope of services provided for under
the Easement Agreement in 200_.



     To the best knowledge of the undersigned Owner, there has been no damage to the Gallery or
Office Building which has not been repaired or restored as required by the Easement Agreement.



     All obligations of the Project Owner which are required to be performed under the Easement
Agreement have been satisfied to date.



     The number of parking spaces to be provided by the Project Owner to the Hotel Owner pursuant
to the terms of the Easement Agreement is:                     .



     The limits of insurance required under Article IX of the Agreement are $10,000,000.



     The undersigned Owner has no option or right to purchase the Project Parcel or any part
thereof under the Easement Agreement.



     [[To the best knowledge of the undersigned Owner,]] The construction of the portion of the
Access Road to be constructed by the undersigned Owner is complete. The undersigned Owner uses the
Access Road for ingress and egress purposes as permitted in the Easement Agreement. The
undersigned Owner has no intention of limiting or interfering with the Access Road Easement
existing under the Easement Agreement and other rights granted to the Project Owner under the
Easement Agreement for the use and enjoyment of the Project Owner and its Permittees under the
Easement Agreement, except for any temporary closures reasonably necessary as allowed under the
Easement Agreement.



     Please be reminded that the undersigned Owner’s current address for delivery of notices under
the Easement Agreement is:



                                                            




                                                            




                                                            




Attention:                                            




M-1-2









 





with copies to:




                                                            

                                                            







                                                            




Attention:                                            




          The undersigned Owner acknowledges and agrees that this estoppel certificate is being made in
connection with Purchaser’s (or any affiliate of Purchaser’s) acquisition of the Project Parcel
from, or the direct or indirect interests in Project Owner from, Seller, and the undersigned Owner
agrees that Purchaser, Seller, Project Owner, any lender of Purchaser and Lawyers Title Insurance
Corporation, and their affiliates, successors and assigns, shall be entitled to rely on the
undersigned Owner’s certifications set forth herein.




          IN WITNESS WHEREOF, the undersigned Owner has executed this instrument this                      day of
                    , 2006.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






M-1-3









 





EXHIBIT M-2




form of westin estoppel 

with respect to parking agreement




(Hotel Owner)




Parking Agreement Estoppel Certificate




                    , 2006




	 	 	 	 	 
	From:

	 	 	 	(“undersigned Owner”)
	 

	 	 	 	 
	 
	 	 	 	 
	To:

	 	 	 	(“Purchaser”)
	 

	 	 	 	 
	 
	 	 	 	 
	and
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	(“Project Owner”)
	 

	 	 	 	 






			
	          Re:	 	Parking Agreement made as of the 14th day of January 1986, between LaSalle National Bank as Trustee
under Trust Agreement dated March 1, 1985 a.k.a Trust No. 109495, Oxford Properties, Inc., a Colorado
Corporation, LaSalle National Bank as Trustees under Trust Agreement dated June 29, 1981 a.k.a. Trust No.
104102, and LaSalle National Bank as Trustee under Trust Agreement dated September 20, 1985 a.k.a Trust No.
110339 and the JDC-Tishman Chicago Hotel Company recorded as Document Number 86-025945 with the Cook County
Recorder’s Office (the “Parking Agreement”)





Ladies and Gentlemen:




          This estoppel certificate is being delivered pursuant to Section 7.1(f) of the Parking
Agreement. Any defined terms used herein and not otherwise defined shall have the meaning ascribed
to such term in the Parking Agreement.




          The undersigned is the Owner of the Hotel Parcel. Purchaser is the proposed purchaser of the
Project Parcel from, or the direct or indirect interests in Project Owner from, the seller thereof
(“Seller”). In connection with the foregoing the undersigned Owner does hereby certify to
Purchaser, Project Owner and Seller as follows:




     The Parking Agreement is in full force and effect; and there are no amendments or
modifications of any kind to the Parking Agreement;



     To the best knowledge of Owner making this certificate, (i) no uncured default, event of
default, or breach exists under the Parking Agreement by any Owner, and (ii) no facts or
circumstances exist that, with the passage of time, will or could constitute a default, event of
default, or breach under the Parking Agreement by any Owner. There is no outstanding claim made by
the undersigned Owner alleging an Event of Default by Project Owner under the Parking Agreement;



M-2-1









 





     To the best knowledge of the undersigned Owner, there are no monetary payments due to, or owed
from, any Owner pursuant to the Parking Agreement, except as provided in the Parking Agreement.



     [[To the best knowledge of the undersigned Owner,]] The undersigned Owner has no offsets or
defenses to its performance of the terms and provisions of the Parking Agreement.



     All obligations of the Project Owner which are required to be performed under the Parking
Agreement have been satisfied to date.



     To the undersigned Owner’s knowledge, upon Purchaser’s acquisition of the Project Parcel from
321, Purchaser will have the right to use the Garage Easement as it is currently utilized without
any further authorization or consent from the undersigned Owner.



     To the undersigned Owner’s knowledge, the Garage is currently operated by Standard Parking
Corporation, pursuant to the terms of that certain Service Agreement dated January 1, 1994, as
amended and assigned.



     To the undersigned Owner’s knowledge, (a) there has been no tax division accomplished or
undertaken by Project Owner segregating the Garage from the Hotel Parcel; and (b) the Garage Share
of such taxes paid to Hotel Owner b the Project Owner for the tax years was:                     : $                    ,
                    : $                    ,                     : $                    ,                     : $                    , and                     : $                    .



     To the undersigned Owner’s knowledge, the Adjusted Basic Fee used for calculating the Garage
Share was:                     : $                    ,                     : $                    ,                     : $                    ,                     : $                    , and                     :
$                    .



     To the undersigned Owner’s knowledge, utilities serving the Garage are separately metered.



          Please be reminded that the undersigned Owner’s current address for delivery of notices under
the Parking Agreement is:




                                                            




                                                            




                                                            




                                                            

Attention:                                            




with copies to:




                                                            




                                                            




                                                            




                                                            

Attention:                                            




M-2-2









 





          The undersigned Owner acknowledges and agrees that this estoppel certificate is being made in
connection with Purchaser’s (or any affiliate of Purchaser’s) acquisition of the Project Parcel
from, or the direct or indirect interests in Project Owner from, Seller, and the undersigned Owner
agrees that Purchaser, Seller, Project Owner, any lender of Purchaser and Lawyers Title Insurance
Corporation, and their affiliates, successors and assigns, shall be entitled to rely on the
undersigned Owner’s certifications set forth herein.




          IN WITNESS WHEREOF, the undersigned Owner has executed this instrument this ___ day of
                    , 2006.




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






M-2-3









 





EXHIBIT N




tax appeals




     Taxes for the 2001, 2002 and 2004 tax years are being contested.




N-1









 









EXHIBIT O




Form of ALTA Statement









ALTA POLICY STATEMENT




Case No. _______________



The undersigned hereby certifies with respect to the land described in the above commitment:





	1.	 	That to the best knowledge and belief of the undersigned:






	 	a.	 	no contracts have been entered into in the past six (6) months for the
furnishing of any labor, services or material to the land or the improvements thereon,
that have been given or are outstanding and that have not been fully performed or paid;
	 
	 	b.	 	there are no goods or chattels that have attached or are to become attached to
the land or any improvements thereon as fixtures that are subject to any lease or
security agreement;
	 
	 	c.	 	there are no unrecorded contracts to purchase, leases or options to purchase;
	 
	 	d.	 	there are no unrecorded tax liens or assessments;
	 
	 	e.	 	there are no unrecorded easement or other servitudes to which the land or
improvements thereon are subject;
	 
	 	f.	 	there are no building managers entitled to a lien;





Except as follows:




	2.	 	That all broker fees for the sale, lease and mortgage, if any, have been paid in full except
the following:
	 
	3.	 	That there are no present violations of any covenants, conditions or restrictions except as
follows:
	 
	4.	 	That in the event the undersigned is a mortgagor in a mortgage to be insured under a loan
policy to be issued pursuant to the above commitment, the mortgage and the principal
obligations it secures are good and valid and free from all defenses; that any persons
purchasing the mortgage, the obligation it secures, or otherwise acquiring any interest
therein, may do so in reliance upon the truth of the matters herein recited; and that this
certification is made for the purpose of better enabling the holder or holders, from time to
time, of the above mortgage and obligations to sell, pledge or otherwise dispose of the same
freely at any time, and to insure the purchasers or pledgees thereof against any defenses
thereto by the mortgage or mortgagor’s heirs, personal representatives or assigns.




O-1









 










The undersigned makes the above statement for the purpose of inducing Lawyers Title Insurance
Corporation to issue its policy or policies pursuant to the above commitment.




	 	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	Seller/Owner/Lessor	 	Purchaser/Mortgagor/Lessee
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 







Lenders Disbursement Statement




     The undersigned hereby certifies that the proceeds of the loan secured by the mortgage to be
insured under the loan policy to be issued pursuant to the above commitment were fully disbursed to
or on the order of the mortgagor on ___; and to the best knowledge and belief
of the undersigned, the proceeds are not to be used to finance the making of the future
improvements or repairs on the land. You are hereby authorized to date down the above commitment
to cover the date of said disbursement.



	 	 	 	 	 	 	 
	Dated:

	 	 	 	Signature	 	 
	 

	 	 








O-2









 








EXHIBIT P




Indemnity Agreement Re: Section 902(D)




     The undersigned, in connection with (i) that certain Agreement of Sale and Purchase, by and
between 321 North Clark Realty L.L.C. (“Seller”), as seller, and ___ (“Purchaser”),
as purchaser, which agreement relates to the conveyance of that certain property commonly known as
321 North Clark, City of Chicago, County of Cook, State of Illinois (“Property”) (as such agreement
may have been amended and assigned from time to time, the “Agreement”), hereby agrees to indemnify,
defend and hold harmless, Purchaser from and against any and all costs, expenses, liabilities,
claims and damages incurred, sustained or suffered by Purchaser relating to transferee liability
under Section 902(d) of the Illinois Income Tax Act resulting from the conveyance of the Property
to Purchaser pursuant to the Agreement. The terms of this Indemnity Agreement Re: Section 902(d)
shall survive the closing of the transaction contemplated by the Agreement until the date Seller
delivers to Purchaser either (a) a receipt from the Illinois Department of Revenue dated on or
after such closing, showing that all taxes, interest, penalties or nontax debt owed by Seller
through the date of such closing have been paid or remitted in full, or (b) a certificate from the
Illinois Department of Revenue showing that no unpaid tax, penalty, interest or nontax debt is due
from Seller under Section 902(d) of the Illinois Income Tax Act.



     IN WITNESS WHEREOF, the undersigned hereby executes this Indemnity Agreement Re: Section
902(d) as of this ___ day of ___, 2006.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 North Clark Realty L.L.C.,	 	 	 	 	 	 	 	 	 	 
	 	 	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,	 	 	 	 	 	 
	 	 	 	 	Its company manager	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty GP, LLC,	 	 	 	 
	 	 	 	 	 	 	Its General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,	 	 
	 	 	 	 	 	 	 	 	Its Sole Member	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	 Hines Holdings, Inc.,
	 	 	 	 	 	 	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Its:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






P-3




 









 








EXHIBIT Q




Indemnity Agreement Re: Section 3-1-140




     The undersigned, in connection with (i) that certain Agreement of Sale and Purchase, by and
between 321 North Clark Realty L.L.C. (“Seller”), as seller, and ___
(“Purchaser”), as purchaser, which agreement relates to the conveyance of that certain property
commonly known as 321 North Clark, City of Chicago, County of Cook, State of Illinois (“Property”)
(as such agreement may have been amended and assigned from time to time, the “Agreement”), hereby
agrees to indemnify, defend and hold harmless, Purchaser from and against any and all costs,
expenses, liabilities, claims and damages incurred, sustained or suffered by Purchaser relating to
transferee liability under the City of Chicago Bulk Sales Ordinance (Section 3-1-140 of the
Municipal Code of Chicago) resulting from the conveyance of the Property to Purchaser pursuant to
the Agreement. The terms of this Indemnity Agreement Re: Section 3-1-140 shall survive the closing
of the transaction contemplated by the Agreement until the date Seller delivers to Purchaser either
(a) a receipt from the Chicago Department of Revenue dated on or after such closing, showing that
all taxes, interest, penalties or nontax debt owed by Seller through the date of such closing have
been paid or remitted in full, or (b) a certificate from the Chicago Department of Revenue showing
that no unpaid tax, penalty, interest or nontax debt is due as of the date of such closing.



     IN WITNESS WHEREOF, the undersigned hereby executes this Indemnity Agreement Re: Section
3-1-140 as of this ___ day of ___, 2006.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	321 North Clark Realty L.L.C.,	 	 	 	 	 	 	 	 	 	 
	 	 	a Delaware limited liability company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Hines 321 North Clark Realty Limited Partnership,	 	 	 	 	 	 
	 	 	 	 	Its company manager	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines 321 North Clark Realty GP, LLC,	 	 	 	 
	 	 	 	 	 	 	Its General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership,	 	 
	 	 	 	 	 	 	 	 	Its Sole Member	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	By:	 	 Hines Holdings, Inc.,
	 	 	 	 	 	 	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	By:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Its:	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Q-1